EXHIBIT 10.22
DOW JONES MONEY PURCHASE RETIREMENT PLAN
Effective as of January 1, 2000
Plan No. 003
DOW JONES MONEY PURCHASE RETIREMENT PLAN
Table of Contents
ARTICLE I DEFINITIONS 2
ARTICLE II SERVICE 14
2.1. Hours of Service 14
2.2. Years of Service and Breaks in Service 14
2.3. Service 15
2.4. Eligibility Service 16
2.5. Year of Participation 16
ARTICLE III PARTICIPATION 17
3.1. Initial Entry 17
3.2. Rehired Employees 17
3.3. Commencement of Inactive Participation 17
3.4. Termination of Participation 17
3.5. Transfer of Employment 17
ARTICLE IV EMPLOYER CONTRIBUTIONS 18
4.1. Company Contributions to Participants 18
4.2. Payment of Contributions 18
4.3. Irrevocability 18
4.4. Requirement for Profits 19
ARTICLE V LIMITATIONS ON CONTRIBUTIONS 20
5.1. Maximum Limit on Contributions 20
5.2. Deductibility of Contributions by Companies 21
ARTICLE VI INVESTMENT OF FUNDS 22
6.1. Investment Funds 22
6.2. Participant Selection of Investments 22
6.3. Loan Fund. 23
ARTICLE VI PLAN ACCOUNTS 24
7.1. Accounts 24
7.2. Crediting Investment Earnings 24
7.3. Accounting 24
7.4. Risk of Loss 24
ARTICLE VIII VESTING 25
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ARTICLE IX DISTRIBUTION OF BENEFITS UPON SEPARATION FROM EMPLOYMENT 26
9.1. Participant's Benefits 26
9.2. Form of Benefits 26
9.3. Commencement of Benefits 28
9.4. Distributions 29
ARTICLE X BENEFICIARY'S BENEFITS UPON PARTICIPANT'S DEATH 31
10.1. Spouse's Death Benefits 31
10.2. Beneficiary's Benefits 32
10.3. Beneficiary and Form of Benefits 33
10.4. Commencement of Benefits 34
10.5. Distributions 35
ARTICLE XI VALUATION OF ACCOUNTS 37
ARTICLE XII LOANS 38
12.1. Loan Amount, Term and Interest Rate 38
12.2. Proration of Withdrawals for Loans 39
12.3. Frequency of Loans 39
12.4. Security for Loans 40
12.5. Repayment 40
12.6. Certain Beneficiaries and Inactive Participants 41
12.7. Further Limitations on Loans 41
ARTICLE XIII ADMINISTRATION OF PLAN 43
13.1. Appointment of Plan Committee 43
13.2. Resignation and Removal of Members 43
13.3. Appointment of Successors 43
13.4. Power and Duties of the Committee 43
13.5. Allocation and Delegation of Duties 44
13.6. Committee Procedure 45
13.7. Investment Manager 45
13.8. Compensation of Committee 45
13.9. Expenses 45
13.10. Information Required From Participants 45
13.11. Records 46
13.12. Reports to Participant 46
13.13. Multiple Fiduciary Capacity 46
ARTICLE XIV PLAN ASSETS 47
14.1. Trust 47
14.2. Designation of Trustee 47
14.3. Investment and Management of Plan Assets 47
14.4. Records 47
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ARTICLE XV CLAIMS 48
15.1. Claims for Benefits 48
15.2. Appeals Procedure 48
15.3. Exhaustion of Remedies 48
ARTICLE XVI AMENDMENT AND TERMINATION 50
16.1. Amendment 50
16.2. Termination or Partial Termination 50
16.3 Merger or Consolidation of Plan Assets;
Mergers into the Plan;Transfers of Plan Assets 50
ARTICLE XVII MISCELLANEOUS PROVISIONS 52
17.1. No Contract of Employment 52
17.2. No Liability for Benefits 52
17.3. Exclusive Benefit of Trust Fund 52
17.4. Nonalienation 52
17.5. Common Trust Fund 53
17.6. Responsibility of Fiduciaries 54
17.7. Indemnity by Companies 54
17.8. Inability to Locate Participants or Beneficiaries 54
17.9. Payment in Case of Incapacity 55
17.10. Headings 55
17.11. Applicable Law 55
17.12. Agent for Service 55
17.13. USERRA 55
ARTICLE XVIII TOP-HEAVY PLAN RULES 56
18.1. Applicability 56
18.2. Definitions 56
18.3. Top-Heavy Status 56
18.4. Minimum Contributions 57
18.5. Non-Eligible Employees 57
SCHEDULE A COLLECTIVE BARGAINING AGREEMENTS 60
SCHEDULE B COMPANIES UNDER THE PLAN 61
SCHEDULE C SERVICE WITH PRIOR EMPLOYERS 62
SCHEDULE D CERTAIN PROVISIONS GENERALLY APPLICABLE PRIOR
TO JANUARY 1, 2001 63
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DOW JONES MONEY PURCHASE RETIREMENT PLAN
PREAMBLE
This instrument sets forth the terms and conditions of the Dow Jones
Money Purchase Retirement Plan, originally adopted by Dow Jones & Company,
Inc. effective as of January 1, 2000. Dow Jones & Company, Inc. is a
Delaware corporation with offices headquartered in New York, New York.
Effective as of January 1, 2001, amounts held under the "Pension Accounts" of
participants in the Dow Jones 401(k) Savings Plan are transferred to the Plan
in a transfer that satisfies the requirements of Section 414(l) of the Code.
This Plan has been executed for the exclusive benefit of the
Participants hereunder and their Beneficiaries. The Plan and the trust
established under the Trust Agreement to implement the Plan are intended to
constitute a money purchase pension plan under Sections 401(a) and 501(a) of
the Code and a plan described in Section 404(c) of ERISA, and are intended to
comply with the provisions of Section 401 of the Code, and the corresponding
provisions of any subsequent laws, and the provisions of the Plan and Trust
Agreement shall be construed to effectuate such intention. Under no
circumstances shall the Trust Fund ever revert to or be used or enjoyed by
the Company, except as provided in Section 4.3.
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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 "Account" means the account of a Participant maintained pursuant
to Section 7.1 to reflect amounts held in the Trust Fund on behalf of such
Participant which are attributable to Company Contributions made by a Company
in accordance with Section 4.1.
1.2 "Active Participant" means a person 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 Section 414(b) of the Code;
(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 Section 414(c) of the Code;
(d) any organization (whether or not incorporated) which is a
member of an affiliated service group (as defined in Section 414(m) of the
Code) which includes a Company;
(e) any other entity required to be aggregated with the
Companies pursuant to regulations under Section 414(0) of the Code; and
(f) any other entity deemed to be an Affiliated Company by the
Board of Directors.
1.4 "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 10.3(a);
provided, however, that the spousal consent rules thereunder shall not apply.
1.5 "Annual Addition" means the sum, in any Limitation Year, of:
(a) Company Contributions made on behalf of the Participant;
(b) forfeitures, if any, allocated as such to the Participant's
Account; and
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(c) the Participant's annual additions (as defined in Section
415(c)(2) of the Code) 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 Section 415(1) of the Code, and
(if the Participant is or ever was a Key Employee) any amount allocated to
his post-retirement medical benefit account as described in Section 419A(d)
of the Code.
1.6 "Beneficiary" means the one or more persons or trusts designated
or deemed as such pursuant to Article X.
1.7 "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 Article IX or
X, regardless of whether payment is actually made.
1.8 "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.
1.9 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
1.10 "Company" means Dow Jones & Company, Inc. or any other company,
or division or department of a 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 B 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.
1.11 "Company Contributions" means amounts contributed to the Plan by
the Companies pursuant to Section 4.1.
1.12 "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.
1.13 "Compensation" means `414(s)' Compensation, from the Companies in
respect of service as an Active Participant, less (to the extent included
therein):
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(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
Section 83(b) of the Code, 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.
1.14 "Compensation Limit" means $150,000, as adjusted in accordance
with Section 401(a)(17)(B) of the Code. The Compensation Limit for the Plan
Years beginning January 1, 2000 and 2001 is $170,000.
1.15 "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.
1.16 "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.
1.17 "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:
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(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
(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 A attached hereto), nor any leased employee within the
meaning of Section 414(n)(2) of the Code 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:
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- 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),
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 Section 911(d)(3) of the
Code 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 Section 7701(b)(4) of the
Code, 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 Section
911(d)(2) of the Code) 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.
1.18 "Eligible Retirement Plan" means (a) an individual retirement
account or individual retirement annuity (other than an endowment contract)
described in Sections 408(a) of the Code and 408(b), respectively, (b) a
qualified trust described in Section 401(a) of the Code 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 Section 403(a)
of the Code.
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1.19 "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;
(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 9.3(c) or 10.4(b), relating to
minimum distribution requirements under Section 401(a)(9) of the Code;
(d) is a Loan or portion thereof which is treated as a taxable
distribution for failure to meet the requirements of Section 72(p)(2) of the
Code, 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 9.1
or 10.1 prior to the payment of benefits); or
(e) is a distribution otherwise described in regulations
promulgated by the Secretary of the Treasury under Section 402(c)(4) of the
Code 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 Section 72(t)(2)(A)(iv)
of the Code and guidance issued thereunder, including Internal Revenue
Service Notice 89-25.
1.20 "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 Section 406 of the Code, be deemed
to include any United States citizen employed by a foreign subsidiary or
affiliate of an Affiliated Company. Employee shall also include an
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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 Section 414(n)(3) of
the Code, Employee shall also include, effective for services performed after
December 31, 1986, leased employees within the meaning of Section 414(n)(2)
of the Code, 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 Section 414(n)(5)(C)(ii) of the Code, Employee shall
not include those leased employees covered by a plan described in Section
414(n)(5) of the Code.
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.
1.21 "Entry Date" means January 1.
1.22 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.
1.23 "`415' Compensation" means a Participant's compensation, within
the meaning of Treas. Reg. 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. `415' Compensation also includes any amounts deferred pursuant to
Section 402(g)(3) of the Code, excludable from the gross income of the
Employee pursuant to Section 125 of the Code, and qualified transportation
fringe benefits described in Section 132(f)(4) of the Code.
1.24 "`414(s)' Compensation" means `415' Compensation plus; 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.
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1.25 "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) had compensation (as defined in Section 415(c)(3) of the
Code) during the immediately preceding Plan Year exceeding:
(1) $80,000 (as adjusted pursuant to guidance issued by the
Internal Revenue Service); and
(2) was in the top paid group of Employees for such preceding
year (for this purpose, an employee is in the top-paid group of Employees 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.
1.26 "Hour of Service" means each hour so defined in Section 2.1.
1.27 "Inactive Participant" means a person who has commenced, and
remains in, inactive participation in the Plan pursuant to Section 3.3.
1.28 "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").
1.29 "Investment Manager" means the one or more investment managers
within the meaning of Section 3(38) of ERISA appointed pursuant to Section
13.7.
1.30 "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 Section 416(i)(1) of the Code:
(a) an officer of any Affiliated Company whose `415'
Compensation for the Plan Year exceeded 50% of the amount in effect under
Section 415(b)(1)(A) of the Code on December 31 in the Plan Year;
(b) one of the 10 Employees whose `415' Compensation for the
Plan Year exceeded the amount in effect under Section 415(c)(1)(A) of the
Code 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;
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(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 for the Plan Year exceeded $150,000.
1.31 "Leave of Absence" means any leave of absence authorized by the
Company under the Company's standard personnel practices.
1.32 "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.
1.33 "Limitation Year" means the Plan Year.
1.34 "Loan" means a loan granted from the Loan Fund in accordance with
Article XII.
1.35 "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
Section 402(a)(2) of ERISA.
1.36 "One-Year Break in Service" means each one-year computation
period so defined in Section 2.2.
1.37 "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.
1.38 "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.
1.39 "Plan" means the Dow Jones Money Purchase Retirement Plan,
originally effective as of January 1, 2000, as amended from time to time.
1.40 "Plan Administrator" means the Plan Committee, which shall
constitute the administrator of the Plan within the meaning of Section 3(16)
of ERISA.
1.41 "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.
1.42 "Plan Year" means the calendar year.
1.43 "Qualified Domestic Relations Order" means a "qualified domestic
relations order" within the meaning of Section 206(d) of ERISA and Section
414(p) of the Code.
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1.44 "Qualified Joint and Survivor Annuity" means, in the case of a
married Participant, the amount of an immediate annuity for the life of the
Participant with a fifty per cent (50%) survivor's annuity for the life of
the Spouse which is payable during the joint lives of the Participant and the
Spouse that can be purchased with the Participant's vested Account, and in
the case of an unmarried Participant, the amount of annuity for life that can
be purchased with the Participant's vested Account.
1.45 "Qualified Pre-Retirement Survivor Annuity" means a survivor
annuity for the life of Participant's surviving Spouse which can be purchased
with the Participant's Account and which the surviving Spouse may elect to
have distributed within a reasonable period after the Participant's death as
of the date of his death.
1.46 "Service" means a sum of computation periods so defined in
Section 2.3.
1.47 "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.
1.48 "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 Section 3111(a) of the Code 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; provided, however, that in
no event shall the Social Security Old Age Insurance Percentage exceed 7
percentage points.
1.49 "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.
1.50 "Top Heavy Year" means a Plan Year for which the Plan is top
heavy, as defined below and interpreted in accordance with Section 416 of the
Code 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
11
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
Section 4.1) 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 Section 411(b) (1) (C) of the Code.
(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 Sections 410 or
401(a)(4) of the Code. 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 Sections
410 and 401(a)(4) as of the particular Determination Date.
1.51 "Trust" means the Trust created under this Money Purchase
Retirement Plan and Trust Agreement.
1.52 "Trust Agreement" means the trust agreement established to
implement the Trust, as amended from time to time.
1.53 "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.
1.54 "Trustee" means the trustee or trustees, from time to time, of
the trust established under the Trust Agreement.
1.55 "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,
12
each Valuation Date with respect to Participants' Accounts and such
additional days as the Plan Committee may determine as applicable to that
Investment Fund.
1.56 "Year of Participation" has the meaning set forth in Section 2.5.
1.57 "Year of Service" means each one-year computation period so
defined in Section 2.2.
13
ARTICLE II
SERVICE
The following terms used in this Plan shall have the meanings set forth
in this Article II.
2.1 Hours of Service. "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 C 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.
2.2 Years of Service and Breaks in Service.
(a) "Year of Service" means each one-year computation period,
described herein, during which an Employee is credited with at least 1,000
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, the
14
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.
(b) "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:
(1) Hours of Service which otherwise would normally have been
credited to an Employee but for a maternity or paternity leave, or
(2) if the Plan Administrator 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 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 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 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.
2.3 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:
15
(a) If a person who has less than two (2) 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.
(b) If a person 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 unless and until the person completes a Year
of Service after the One-Year Break in Service.
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 Dow Jones Profit
Sharing Retirement Plan then in effect.
2.4 Eligibility Service. "Eligibility Service" means Service used to
determine an Eligible Employee's eligibility to become a Participant.
2.5 Year of Participation. "Year of Participation" means the amount
of time, in years and months, in which an Employee is an Active Participant
in the Plan, and, for periods prior to January 1, 2000, was an active
participant in the Dow Jones Profit Sharing Retirement Plan.
16
ARTICLE III
PARTICIPATION
3.1 Initial Entry. An Eligible Employee shall become a Participant
on the Entry Date nearest the Participant's completion of two (2) Years of
Eligibility Service, provided that the individual is an Employee on such
Entry Date.
3.2 Rehired Employees.
(a) If an Employee terminates employment and again becomes an
Employee before experiencing a One-Year Break in Service, the Employee's pre-
termination Service shall count as Eligibility Service.
(b) If an Employee terminates employment before completing at
least two Years of Service and again becomes an Employee after experiencing a
One-Year Break in Service, he shall be treated as a new Employee for purposes
of becoming a Participant.
(c) If an Employee terminates employment after completing at
least two Years of Service and again becomes an Employee after experiencing a
One-Year Break in Service, such pre-break Service shall be counted for
purposes of participation in the Plan. However, such Employee must complete
one Year of Service before becoming eligible to again participate in the
Plan. He shall again be an Active Participant effective as of January 1 of
the Plan Year in which he completes such Year of Service.
3.3 Commencement of Inactive Participation An Active Participant
shall become an Inactive Participant as of the date he ceases to be an
Eligible Employee.
3.4 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.
3.5 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 as an Active Participant, such
Employee shall continue to be a Participant with respect to the Participant's
Account at the date he ceases to be an Eligible Employee, and shall not be
eligible to elect payment of his vested interest in his Account solely
because he is no longer an Eligible Employee.
17
ARTICLE IV
EMPLOYER CONTRIBUTIONS
4.1 Company Contributions to Participants.
Each Plan Year, prior to the time required by law for filing the
Company's federal income tax return (including extensions) for the year with
respect to which the contribution is made, the Company shall make a Company
Contribution to the Account of each Participant equal to the sum of (a) seven
percent (7%) of the Participant's Compensation for the Plan Year, plus (b)
the Participant's Social Security Excluded Wages for the Plan Year multiplied
by the Social Security Old Age Insurance Percentage.
The following Participants shall be eligible to receive an allocation of
Company Contributions made for a Plan Year: (a) Participants who are
Employees on December 31 of such Plan Year; (b) Participants who terminated
employment after January 31 of the Plan Year on account of death or
Disability; (c) Participants who terminated employment during the Plan Year
and after completing 10 Years of Participation; and (d) Participants who
terminated employment with the Company as a non-regular substitute employee
during the Plan Year but are retained through December 31 of such Plan Year
(i.e., listed in the Company's files as residing in the area and generally
available for non-regular employment).
4.2 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.
4.3 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 Section 404 of the Code. 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.
(c) In the event of the initial disqualification of the Plan, the
amount contributed during a period in which the Plan was not qualified (and
any income allocable to such contribution) may be returned to the Company
which made said contribution to the extent permitted under Section 403(c) of
ERISA and Section 401(a)(2) of the Code. If the Internal Revenue Service
18
determines that the Plan is not initially qualified under the Code, any
contribution made incident to that initial qualification by the Company must
be returned within one (1) year of the date of denial of initial
qualification, but only if the application for qualification is made by the
time prescribed for filing the Company's return for the taxable year in which
the Plan is adopted, or such later date as the Secretary of Treasury may
prescribe.
4.4 Requirement for Profits. Any contributions by a Company under
this Plan shall 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 money purchase pension plan for purposes of Section 401(a) of the Code.
19
ARTICLE V
LIMITATIONS ON CONTRIBUTIONS
5.1 Maximum Limit on Contributions
(a) All Defined Contribution Plans. Notwithstanding anything
to the contrary in Article IV and subject to the requirements of subsection
(c) below, a Participant's Annual Additions in any Limitation Year shall not
exceed the lesser of:
(1) $30,000 (as adjusted pursuant to Section 415(d) of the
Code); or
(2) 25% of the Participant's `415' Compensation.
(b) Contribution Reductions, If Necessary. If the limitation
imposed by this Section 5.1 otherwise would be exceeded in respect of a
Participant in a Limitation Year, contributions on behalf of the Participant
to the Dow Jones 401(k) Savings Plan shall first be reduced in accordance
with the terms of that plan to the extent required to permit compliance with
such limitation. If such action is not sufficient to permit such compliance,
contributions to the Participant's Account under this Plan for that
Limitation Year shall be forfeited 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 held unallocated in a suspense account (without allocation thereto
of gains or losses) for the Limitation Year, and then used to offset the
Company's required contributions to the Plan for the next-following
Limitation Year and, to the extent not exhausted thereby, succeeding
Limitation Years (subject to the limitations of this Section 5.1).
(c) Special Definition of "Affiliated Companies". For purposes
of this Section 5.1, 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 5.1, the phrase "more
than 50 percent" shall be substituted for the phrase "at least 80 percent"
each time it appears in Section 1563(a) of the Code.
(d) Construction Consistent With Code. This Section 5.1 is
intended to satisfy the requirements imposed by Section 415 of the Code and
shall be construed in a manner that will effectuate this intent, without
imposing limitations that are more stringent than those required by Section
415 of the Code.
20
5.2 Deductibility of Contributions by Companies. Notwithstanding
anything to the contrary in Article IV, no Company shall be required to make
any contribution to the Plan which, when considered with the other
contributions of the Companies to this Plan or any other plans, exceeds the
maximum deductible contributions under Section 404(a) of the Code.
21
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 delegate 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
delegate 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 result
22
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 or X.
6.3 Loan Fund. A Loan Fund shall consist of notes executed by
Participants evidencing Loans outstanding in accordance with the provisions
of Article XII.
23
ARTICLE VII
PLAN ACCOUNTS
7.1 Accounts. A separate Account shall be established for each
Participant, and such Account 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 Account 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 Account 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 Account 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 Account 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 the
Participant's Account. 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.
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 Account is invested.
24
ARTICLE VIII
VESTING
A Participant shall be 100% vested in his Account at all times.
25
ARTICLE IX
DISTRIBUTION OF BENEFITS UPON SEPARATION FROM EMPLOYMENT
9.1 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 Account valued as of the Valuation Date with
respect to Participant's Account as of which his Account is 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 12.5(c).
9.2 Form of Benefits.
(a) Normal Form. Unless he otherwise elects in accordance with
subsection (b) below, a Participant's benefits attributable to his Account
shall be paid as a Qualified Joint and Survivor Annuity. Notwithstanding the
foregoing, if the Participant's Account does not exceed $5,000 at the time it
is payable, his Account shall be payable as a single lump sum, and, 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) 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:
- 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;
- 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 Account and meeting
the requirements of Section 9.3(c); provided, however, that for distributions
with a Benefit Commencement Date on or after May 1, 2001, only a Qualified
Joint and Survivor Annuity form of benefit may be selected; or
- quarterly or annual installments in cash, in an amount
specified by the Participant, to be paid solely from the balance of the
Participant's Account (with the unpaid portion of the Account 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 Account, 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 10.2.
26
Such election shall not be effective unless made not more than 90 days
before the Participant's Benefit Commencement Date. No more than 90 days
prior to and no less than 30 days prior to the Benefit Commencement Date
under any form of benefit, the Plan Committee shall provide (by mail or
personal delivery or, to the extent permitted by Internal Revenue Service
regulations, by electronic means) each Participant such information as may be
required to be provided under Section 417 of the Code and the regulations
promulgated thereunder. Notwithstanding the foregoing, distributions may
commence prior to the end of the thirty (30) to ninety (90) day period
provided that (i) the Participant is advised that the Participant has at
least 30 days to make an election of an alternative form of benefit, and (ii)
the Participant elects, on a form provided by the Plan Committee, for
distributions to begin after the expiration of seven days following the
distribution of the materials described above.
Further, if the Participant is married on his Benefit Commencement Date,
then his election under this subsection (b) 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), 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;
(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 (except to the extent, if
any, that the Spouse's consent expressly permits further form of benefits
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
(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.
In applying the requirements of Section 9.3(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
9.3(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
27
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.
Subject to the spousal consent requirements of Section 9.2(b), 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 IX to the new election.
(d) Withdrawals After Termination of Employment or While
Receiving Benefits in Quarterly or Annual Installments. Subject to the
spousal consent requirements of Section 9.2(b):
(1) a Participant who is not an Employee but who has not
commenced receiving a benefit under this Article IX, and
(2) a Participant or Participant's Beneficiary who has
commenced the receipt of benefits in quarterly or annual installments under
Section 9.2(b) or 10.3(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 Account (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(d) 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 Account.
Payment of a withdrawal made pursuant to this Section 9.2(d) shall be made as
soon as reasonably practicable as of any Valuation Date with respect to a
Participant's Account 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 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 9.1 as soon as 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 practicable after any other Valuation Date described in
Section 9.1:
(a) in satisfaction of Section 411(a)(11) of the Code, if the
Participant's entire benefits payable exceed $5,000 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;
28
(b) in satisfaction of Section 401(a)(14) of the Code, 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;
(c) in satisfaction of Section 401(a)(9) of the Code 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 the calendar
year in which the Participant attains age 70 1/2 or, in the case of a non-5%
owner, 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;
(d) a Participant's benefits payable in the form of quarterly
or annual installments under Section 9.2(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 shall be the minimum distribution
otherwise required to be made by April 1 of the following year under
subsection (c) above.
9.4 Distributions.
(a) Election of Direct Rollover. If a Participant's benefits
otherwise payable under this Article IX, or the benefits payable to a
Participant's 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 of a portion of the
Eligible Rollover Distribution (to the extent it is not an outstanding loan
obligation offset against the Participant's or Alternate Payee's benefits
under Section 9.1) paid directly to an Eligible Retirement Plan,
29
(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 Sections 408(a) and 408(b) of the Code, respectively,
(B) a qualified trust meeting the requirements of Section
401(a) of the Code 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 Section
403(a) of the Code,
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 9.1) 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 or Alternate Payee 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) 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.
(c) Trustee. All distributions 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 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.
30
ARTICLE X
BENEFICIARY'S BENEFITS UPON PARTICIPANT'S DEATH
10.1 Spousal Death Benefits.
(a) Unless an optional form of benefit has been selected within
the election period pursuant to a qualified election, if a Participant dies
before the Benefit Commencement Date, then the Participant's Account shall be
applied toward the purchase of a Qualified Pre-Retirement Survivor Annuity
for the life of the Participant's surviving Spouse. The Spouse shall be
entitled to receive the entire nonforfeitable interest in the Participant's
Account valued as of the Valuation Date as of which the Account is liquidated
to purchase the Beneficiary's benefits in accordance with this Article X,
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 12.5(c). The Spouse may elect to have such
annuity distributed within a reasonable period after the Participant's death.
Notwithstanding the foregoing, a Spouse who is entitled to receive a
Qualified Pre-Retirement Survivor Annuity pursuant to this Section 10.1 may
instead elect to receive such benefit in any other form permitted under this
Article X.
(b) For purposes of this Section 10.1, the following words and
terms shall have the meanings indicated:
(1) "Election Period" means the period which begins on the
first day of the Plan Year in which the Participant attains age 35 and ends
on the date of the Participant's death. If a Participant separates from
service prior to the first day of the Plan Year in which age 35 is attained,
with respect to the Participant's Account as of the date of separation, the
election period shall begin on the date of separation.
A Participant who will not yet attain age 35 as of the end of any current
Plan Year may make a special qualified election to waive the Qualified Pre-
Retirement Survivor Annuity for the period beginning on the date of such
election and ending on the first day of the Plan Year in which the
Participant will attain age 35. Such election shall not be valid unless the
Participant receives a written explanation (or in such electronic form as
designated by the Plan Committee) of the Qualified Pre-Retirement Survivor
Annuity in such terms as are comparable to the explanation required under
paragraph (3). Qualified Pre-Retirement Survivor Annuity coverage will be
automatically reinstated as of the first day of the Plan Year in which the
Participant attains age 35. Any new waiver on or after such date shall be
subject to the full requirements of this Section 10.1.
(2) "Qualified Election." Any waiver of a Qualified Pre-
Retirement Survivor Annuity shall not be effective unless: (i) the
Participant's Spouse consents in writing to the election (or in such
electronic form as designated by the Plan Committee); (ii) the election
designates a specific Beneficiary including any class of Beneficiaries or any
contingent Beneficiaries, which may not be changed without spousal consent
(or the Spouse expressly permits designations by the Participant without any
further spousal consent); (iii) the Spouse's consent acknowledges the effect
31
of the election; and (iv) the Spouse's consent is witnessed by a notary
public. If it is established to the satisfaction of a Plan representative
that there is no Spouse or that the Spouse cannot be located, a waiver will
be deemed a qualified election.
Any consent by a Spouse obtained under this provision (or establishment that
the consent of a Spouse may not be obtained) shall be effective only with
respect to such Spouse. A consent that permits designations by the
Participant without any requirement of further consent by such Spouse must
acknowledge that the Spouse has the right to limit consent to a specific
Beneficiary, and a specific form of benefit where applicable, and that the
Spouse voluntarily elects to relinquish either or both of such rights. A
revocation of a prior waiver may be made by a Participant without the consent
of the Spouse at any time before the commencement of benefits. The number of
revocations shall not be limited. No consent obtained under this provision
shall be valid unless the Participant has received notice as provided in
subsection (3) below.
(3) Notice Requirements. In the case of a Qualified Pre-
Retirement Survivor Annuity as described in this Section 10.1, the Plan
Administrator shall provide each Participant within the applicable period for
such Participant a written explanation (or in such electronic form as
designated by the Plan Committee) of the Qualified Pre-Retirement Survivor
Annuity setting forth (i) the terms and conditions of a Qualified Pre-
Retirement Survivor Annuity; (ii) the Participant's right to make and the
effect of an election to waive the Qualified Pre-Retirement Survivor Annuity
form of benefit; (iii) the rights of a Participant's spouse; and (iv) the
right to make, and the effect of, a revocation of a previous election to
waive the Qualified Pre-Retirement Survivor Annuity.
The applicable period for a Participant is whichever of the following periods
ends last: (i) the period beginning with the first day of the Plan Year in
which the Participant attains age 32 and ending with the close of the Plan
Year preceding the Plan Year in which the Participant attains age 35; (ii) a
reasonable period ending after an individual becomes a Participant; and (iii)
a reasonable period ending after this Section 10.1 first applies to the
Participant. Notwithstanding the foregoing, notice must be provided within a
reasonable period ending after separation from service in the case of a
participant who separates from service before attaining age 35.
For purposes of applying the preceding paragraph, a reasonable period ending
after the enumerated events described (ii) and (iii) is the end of the two-
year period beginning one year prior to the date the applicable event occurs,
and ending one year after that date. In the case of a Participant who
separates from service before the Plan Year in which age 35 is attained,
notice shall be provided within the two-year period beginning one year prior
to separation and ending one year after separation. If such a Participant
thereafter returns to employment with the employer, the applicable period for
such Participant shall be redetermined.
10.2 Beneficiary's Benefits. Subject to Section 10.1, 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
32
Participant's Account valued as of the Valuation Date as of which the Account
is liquidated to purchase the Beneficiary's benefits in accordance with this
Article X, 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 12.5(c).
10.3 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 and signed by
the Participant (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 the requirements of
Section 10.1 are satisfied.
(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:
(1) a spousal single life annuity (a monthly annuity to the
Participant's Spouse for the Spouse's life), if and to the extent that:
(A) the Beneficiary is the Participant's Spouse; and
(B) the entire benefits payable exceed $5,000 at the time
they are payable; or
(2) 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 and signed by the
Beneficiary (or in such electronic form as designated by the Plan Committee)
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 10.4, his
benefits be paid as:
33
- 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; or
- 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 10.4(b); provided, however, that for distributions
with a Benefit Commencement Date on or after May 1, 2001, only a single life
annuity form of benefit may be selected ;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
Account (with the unpaid portion of the Account 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 Account, 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 10.4(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 10.4(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 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.
10.4 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 10.1 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 Section 417(e) of the Code, if
(1) the Beneficiary is the Participant's Spouse, and
34
(2) the Spouse's entire benefits payable exceed $5,000 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 Section 401(a)(9) of the Code 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
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.
10.5 Distributions.
(a) Election of Direct Rollover by Spouse. If the benefits of
a Participant's Spouse otherwise payable under this Article X 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
35
Distribution (to the extent it is not an outstanding loan obligation offset
against the Spouse's benefits under Section 10.1) 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 Sections 408(a) and 408(b) of the Code,
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 10.1) 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.
(b) 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.
36
ARTICLE XI
VALUATION OF ACCOUNTS
For purposes of payment of the balances credited to a Participant's
Account following the occurrence of an event entitling the Participant or a
Beneficiary to a distribution for any reason, the value of a Participant's
Account shall be determined by the Plan Committee as of the date payment of
the Account 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 Account does not exceed $5,000, distribution of such
Participant's Account shall be made, to the extent determined by the Plan
Committee in its discretion, without regard to whether the Participant
consents to such distribution.
37
ARTICLE XII
LOANS
12.1 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 Account;
(2) 50% of the value of the Participant's entire nonforfeitable
interest in his Account under this Plan and his accounts under the Dow Jones
401(k) Savings Plan, less the balance of all other outstanding loans to the
Participant under this Plan and the Dow Jones 401(k) Savings 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 a loan under the Dow Jones 401(k) Savings Plan are insufficient to
provide the entire amount of the requested loan; provided, however, that if
neither the Participant's Account under this Plan nor his accounts under the
Dow Jones 401(k) Savings 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 the Dow Jones 401(k)
Savings Plan and then by loaning any remaining amount under this Plan.
Loans shall be granted in $100 increments, provided that the minimum amount
of any Loan granted under the Plan shall be $1,000. For purposes of this
Section 12.1, the value of a Participant's Account shall be determined as of
such date as the Plan Committee shall determine.
38
(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
(3) no loan term shall extend beyond the date on which a
Participant's distributions are required to commence in accordance with
Section 9.3(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
Account 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.
12.2 Proration of Withdrawals for Loans. Withdrawals shall be
prorated across all Investment Funds in which the Participant's Account is
invested.
12.3 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
39
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.
12.4 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 Account 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 12.1(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 is invested and which are
designated by the Plan Committee pursuant to uniform rules, in proportion to
the nonforfeitable amount of such Account 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
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 17.4, the Loan Fund shall
have a first lien on said note.
12.5 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 Account 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
40
allocated to the Participant's Account 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 12.1(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 12.1(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,
then, unless the Participant (or, in the event of his death, his Beneficiary)
is described in Section 12.6, 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.
12.6 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
41
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 12.1(b)
shall apply only with respect to the principal residence of a Participant,
and
(b) the requirement under Section 12.5(a) for repayment through
regular payroll deductions shall not apply unless the Inactive Participant is
an employee of a Company.
12.7 Further Limitations on Loans. Notwithstanding anything to the
contrary contained in this Article XII, 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.
42
ARTICLE XIII
ADMINISTRATION OF PLAN
13.1 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.
13.2 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.
13.3 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.
13.4 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;
43
(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 15.5 may have under the Plan;
(k) Authority to charge a Participant's Account 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 Account 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.
13.5 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 shall not be
44
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.
13.6 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.
13.7 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).
13.8 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.
13.9 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.
13.10 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
45
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.
13.11 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.
13.12 Reports to Participant. The Plan Committee 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 Account
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.
13.13 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.
46
ARTICLE XIV
PLAN ASSETS
14.1 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.
14.2 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.
14.3 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.
14.4 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.
47
ARTICLE XV
CLAIMS
15.1 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.
15.2 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)(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)(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.
15.3 Exhaustion of Remedies. The procedures under this Article XV
shall be the exclusive procedures for claiming benefits under this Plan,
48
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 15.1, (b) has been notified by the Plan Committee
that the application is denied, (c) has filed a written request for a review
of the application in accordance with Section 15.2 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 15.2.
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.
49
ARTICLE XVI
AMENDMENT AND TERMINATION
16.1 Amendment. The Board of Directors, by resolution, and the Plan
Committee, in accordance with the procedures described in Section 13.6, 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 4.3, or as otherwise permitted under
Section 411(d)(6) of the Code, 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 Sections 401(a) and 501(a) of the Code 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.
16.2 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.
16.3 Merger or Consolidation of Plan Assets; Mergers into the Plan;
Transfers of Plan Assets. Subject to satisfying the requirements of this
Section and Section 411(d)(6) of the Code:
(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 Sections 401(a) and 501(a) of the Code ("tax-qualified"), and (ii)
assume the Plan liabilities of all affected Participants.
50
(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 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 Section 401(a)(12) or 414(1) of the Code 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 Section 414(1) of the Code are satisfied.
51
ARTICLE XVII
MISCELLANEOUS PROVISIONS
17.1 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.
17.2 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.
17.3 Exclusive Benefit of Trust Fund. Except as otherwise provided in
Section 4.3, 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.
17.4 Nonalienation.
(a) General. Subject to the exceptions set forth in Section
401(a)(13) of the Code 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 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.
52
(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 Section 414(p)(4)(A)(ii) of the Code, 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.
17.5 Common Trust Fund. The fact that for administrative purposes the
Plan Committee or Trustee maintains separate accounts for each Participant
53
shall not be deemed to segregate for such Participant, or to give such
Participant 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.
17.6 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.
17.7 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.
17.8 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)
54
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 (or in
such electronic form as designated by the Plan Committee) .
17.9 Payment in Case of Incapacity. In the event that the Plan
Committee shall find that any Participant or Beneficiary to whom a benefit 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.
17.10 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.
17.11 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.
17.12 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.
17.13 USERRA. Notwithstanding any provision of this Plan to the
contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Section 414(u)
of the Code, and a Participant in military service may elect to suspend loan
repayments in accordance with Section 414(u)(5) of the Code.
55
ARTICLE XVIII
TOP-HEAVY PLAN RULES
18.1 Applicability.
(a) Notwithstanding any provision in this Plan to the contrary,
the provisions of this Article XVIII 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 18.3.
(b) Except as is expressly provided to the contrary, the rules
of this Article XVIII shall be applied after the application of the
affiliated company rules of Section 414 of the Code.
18.2 Definitions.
(a) For purposes of this Article XVIII, the term "Five Percent
(5%) Owner" means any person who owns (or is considered as owning within the
meaning of Section 318 of the Code) 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 Section 414 of the Code 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 XVIII, the term "Non-Key
Employee" shall mean any Employee who is not a Key Employee.
(c) For purposes of this Article XVIII, the terms "Key
Employee" and "Non-Key Employee" include their Beneficiaries.
18.3 Top-Heavy Status.
(a) The Plan shall be a "Top-Heavy Plan" for a Plan Year if the
requirements defined in Section 1.50 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 18.3.
(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 18.3.
56
18.4 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 18.4.
(a) Except as provided below, the minimum contribution
(excluding amounts deferred under a cash or deferred arrangement under
Section 401(k) of the Code and any Company contributions taken into account
under Section 401(k)(3) or 401(m)(3) of the Code) 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 18.4(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 18.4(b), the
percentage set forth in Section 18.4(a) above shall not be required to exceed
the percentage at which contributions (including amounts deferred under a
cash or deferred arrangement under Section 401(k) of the Code and any Company
contributions taken into account under Section 401(k)(3) or 401(m)(3) of the
Code ) 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
Section 401(a)(17)(B) of the Code. For purposes of this Section 18.4(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 18.4(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
Section 401(a)(4) or 410 of the Code.
(c) The requirements of this Section 18.4 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 Section 401(a)(17) of the
Code). An Employee's Compensation shall be as defined in Section 1.13 for
purposes of this Article XVIII.
(f) Minimum contributions shall be made to this Plan, and not
the Dow Jones Money 401(k) Savings Plan.
18.5 Non-Eligible Employees. The rules of this Article XVIII 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
57
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.
58
EXECUTED as of January 1, 2000 pursuant to the November 17, 1999
Resolution of the Board of Directors adopting this Plan.
/s/James A. Scaduto
----------------------------------
James A. Scaduto
Vice President, Employee Relations
59
SCHEDULE A
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, 2000
60
SCHEDULE B
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.
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.
Effective January 1, 2000
61
SCHEDULE C
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 B, and (3) is granted such Hours of Service by
the Plan Committee.
Effective January 1, 2000
62
SCHEDULE D
CERTAIN PROVISIONS GENERALLY APPLICABLE PRIOR TO JANUARY 1, 2001
D.1 Definition of Eligible Employee. In addition to the classes of
Employees set forth in Section 1.17, the term Eligible Employee includes the
following Employees for the periods noted:
(a) for Plan Years beginning prior to January 1, 2001, 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,
(2) was employed by a United States Company in the United
States prior to January 1, 1980, and who became an active participant in the
Dow Jones Profit Sharing Retirement Plan 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
in the Dow Jones Profit Sharing Retirement Plan 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 in the Dow Jones
Profit Sharing Retirement Plan no later than January 1, 1980; or
(b) for Plan Years beginning prior to January 1, 2001, 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 Dow Jones Profit Sharing Retirement Plan no later than January
1, 1989.
64
In addition, for purposes of this Schedule D.1, "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).
64
DOW JONES MONEY PURCHASE RETIREMENT PLAN
AMENDMENT NO. 1
TO
PLAN EFFECTIVE AS OF JANUARY 1, 2000
The Plan Committee of the Dow Jones Money Purchase Retirement Plan,
pursuant to the authority granted under Section 16.1 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 13.6 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 1.14 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 1.17 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 1.18 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 1.30 is amended by adding the following new paragraph at the
end thereof:
65
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
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 the
applicable regulations and other guidance of general applicability issued
thereunder.
5. The second sentence of Section 3.2(c) is deleted, and the following
flush language is added at the end of Section 3.2, effective as of January 1,
2000:
An Employee described in (a) or (c) above must complete one Year of
Service before becoming eligible to again participate in the Plan. He shall
again be an Active Participant effective as of January 1 of the Plan Year in
which he completes such Year of Service.
6. Section 5.1(a)(1) is amended by adding "($40,000 for Limitation Years
beginning on or after January 1, 2002)" after "$30,000", and Section
5.1(a)(2) is amended by adding "(100% for Limitation Years beginning on or
after January 1, 2002)" after "25%".
7. Section 9.2(b) is amended effective as of May 1, 2001 by deleting "May
1, 2001" and inserting in lieu thereof "September 1, 2001".
8. Section 9.3(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 regulations under Code Section 401(a)(9) or such
other date as may be published by the Internal Revenue Service;
66
9. Section 9.4(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 (c) of Section 9.4 is redesignated as subsection (e), and
the following new subsections (c) and (d) are added to Section 10.4:
(c) For purposes of the direct rollover provisions in this Section
9.4, 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.
(d) For purposes of the direct rollover provisions in this Section
9.4, 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 10.3(b) is amended effective as of May 1, 2001 by deleting "May
1, 2001" and inserting in lieu thereof "September 1, 2001".
12. Section 10.4(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
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
67
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 10.5(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
respect to subsequent payments in the series.
14. The second paragraph of Section 12.1(a) is amended to read as follows,
effective as of January 1, 2000:
68
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 a loan under the Dow Jones 401(k) Savings Plan are
insufficient to provide the entire amount of the requested loan; provided,
however, that if neither the Participant's Account under this Plan nor his
accounts under the Dow Jones 401(k) Savings 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 401(k) Savings Plan shall be made.
15. Section 17.4(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 18.4(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 18.4(g) is amended by adding the following new subsection (g)
to the end thereof:
Notwithstanding any other provision of this Section 18.4 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).
CERTIFICATE
This is to certify that the foregoing amendment to the Dow Jones Money
Purchase Retirement Plan was adopted by the Plan Committee:
/s/James Scaduto
-----------------------
James Scaduto
Chairman, Plan Committee
69
DOW JONES MONEY PURCHASE RETIREMENT PLAN
AMENDMENT NO. 2
TO
PLAN EFFECTIVE AS OF JANUARY 1, 2000
The Plan Committee of the Dow Jones Money Purchase Retirement Plan,
pursuant to the authority granted under Section 16.1 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 13.6 of the Plan,
hereby amend the Plan as follows, effective as of January 1, 2000 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
1.17(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 A attached hereto) who
otherwise is included within the definition of "Employee" in this Article I.
2. The second paragraph of Section 1.20 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 Section
414(n)(3) of the Code, 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
Section 414(n)(5)(C)(ii) of the Code, Employee shall not include those Leased
Employees covered by a plan described in Section 414(n)(5) of the Code.
3. A new Section 1.58 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 Section
414(n)(6) of the Code) 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.
70
4. The first sentence of Section 5.1(b) is revised to read as follows:
If the limitation imposed by this Section 5.1 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 Section 402(g)(3) of the Code, contributions on behalf of the
Participant to the Dow Jones 401(k) Savings Plan shall first be reduced in
accordance with the terms of that plan to the extent required to permit
compliance with such limitation.
5. The second sentence of Section 18.4(e) is revised to read as follows:
An Employee's Compensation shall be as defined in Section 1.23 for
purposes of this Article XVIII.
6. Schedule C is amended to read as follows:
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 Money
Purchase Retirement Plan was adopted by the Plan Committee:
/s/James Scaduto
------------------------
James Scaduto
Chairman, Plan Committee
71