Exhibit 10(vi)
CURTISS-WRIGHT CORPORATION
SAVINGS AND INVESTMENT PLAN
AMENDED AND RESTATED,
effective as of January 1, 2001,
except as otherwise specified
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CURTISS-WRIGHT CORPORATION
SAVINGS AND INVESTMENT PLAN
TABLE OF CONTENTS
PREAMBLE..........................................................................................................1
ARTICLE 1: DEFINITIONS...........................................................................................2
ARTICLE 2: ELIGIBILITY AND MEMBERSHIP...........................................................................10
2.01 Eligibility...........................................................................................10
2.02 Membership............................................................................................10
2.03 Reemployment of Former Employees and Former Members...................................................10
2.04 Termination of Membership.............................................................................11
2.05 Year-end Membership List..............................................................................11
ARTICLE 3: CONTRIBUTIONS........................................................................................12
3.01 Deferred Cash Contributions...........................................................................12
3.02 After-Tax Contributions...............................................................................13
3.03 Employer Matching Contributions prior to September 1, 1994............................................13
3.04 Employee or Member Rollover Contributions.............................................................13
3.05 Change in Contributions...............................................................................14
3.06 Suspension of Contributions...........................................................................14
3.07 Actual Deferral Percentage Test.......................................................................14
3.08 Contribution Percentage Test..........................................................................16
3.09 Aggregate Contribution Limitation.....................................................................17
3.10 Additional Discrimination Testing Provisions..........................................................17
3.11 Maximum Annual Additions..............................................................................19
3.12 Return of Contributions...............................................................................21
3.13 Contributions during Period of Military Leave.........................................................21
ARTICLE 4: INVESTMENT OF CONTRIBUTIONS..........................................................................23
4.01 Investment Funds......................................................................................23
4.02 Investment of Members' Accounts.......................................................................23
4.03 Responsibility for Investments........................................................................24
4.04 Change of Election for Current and Future Contributions...............................................24
4.05 Reallocation of Accounts Among the Funds..............................................................24
4.06 Limitations Imposed by Contract.......................................................................24
4.07 ERISA Section 404(c) Compliance.......................................................................24
ARTICLE 5: VALUATION OF THE ACCOUNTS............................................................................25
5.01 Valuation of Member Accounts..........................................................................25
5.02 Right to Change Procedures............................................................................25
5.03 Statement of Accounts.................................................................................25
ARTICLE 6: VESTED PORTION OF ACCOUNTS...........................................................................26
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6.01 Member Account and Deferred Account...................................................................26
6.02 Employer Account......................................................................................26
6.03 Disposition of Forfeitures............................................................................26
ARTICLE 7: WITHDRAWALS WHILE STILL EMPLOYED.....................................................................28
7.01 Withdrawal of After-Tax Contributions.................................................................28
7.02 Withdrawal After Age 59 1/2...........................................................................28
7.03 Hardship Withdrawal...................................................................................28
7.04 Procedures and Restrictions...........................................................................31
7.05 Determination of Vested Portion of Employer Account...................................................31
7.06 Separate Contracts....................................................................................31
ARTICLE 8: LOANS TO MEMBERS.....................................................................................32
8.01 Amount Available......................................................................................32
8.02 Terms.................................................................................................32
ARTICLE 9: DISTRIBUTION OF ACCOUNTS UPON TERMINATION OF EMPLOYMENT..............................................34
9.01 Eligibility...........................................................................................34
9.02 Form of Distribution..................................................................................34
9.03 Date of Payment of Distribution.......................................................................34
9.04 Age 70 1/2 Required Distribution......................................................................35
9.05 Status of Accounts Pending Distribution...............................................................36
9.06 Proof of Death and Right of Beneficiary or Other Person...............................................36
9.07 Distribution Limitation...............................................................................36
9.08 Direct Rollover of Certain Distributions..............................................................36
9.09 Waiver of Notice Period...............................................................................37
ARTICLE 10: ADMINISTRATION OF PLAN..............................................................................38
10.01 Appointment of Administration Committee...............................................................38
10.02 Duties of Committee...................................................................................38
10.03 Individual Accounts...................................................................................38
10.04 Meetings..............................................................................................39
10.05 Action of Majority....................................................................................39
10.06 Compensation and Bonding..............................................................................39
10.07 Establishment of Rules................................................................................39
10.08 Prudent Conduct.......................................................................................39
10.09 Service in More Than One Fiduciary Capacity...........................................................39
10.10 Limitation of Liability...............................................................................40
10.11 Indemnification.......................................................................................40
10.12 Appointment of Investment Manager.....................................................................40
10.13 Claims Review Procedure...............................................................................40
10.14 Named Fiduciary.......................................................................................41
ARTICLE 11: MANAGEMENT OF FUNDS.................................................................................42
11.01 Trust Agreement or Group Annuity Contract.............................................................42
11.02 Exclusive Benefit Rule................................................................................42
11.03 Investment, Management and Control....................................................................42
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11.04 Payment of Certain Expenses...........................................................................42
ARTICLE 12: AMENDMENT, MERGER AND TERMINATION...................................................................43
12.01 Amendment of Plan.....................................................................................43
12.02 Merger, Consolidation or Transfer.....................................................................43
12.03 Additional Participating Employers....................................................................43
12.04 Termination of Plan...................................................................................44
12.05 Distribution of Accounts Upon a Sale of Assets or a Sale of a Subsidiary..............................45
ARTICLE 13: GENERAL PROVISIONS..................................................................................46
13.01 Nonalienation.........................................................................................46
13.02 Conditions of Employment Not Affected by Plan.........................................................46
13.03 Facility of Payment...................................................................................47
13.04 Information...........................................................................................47
13.05 Top-Heavy Provisions..................................................................................47
13.06 Written Elections.....................................................................................49
13.07 Construction..........................................................................................49
13.08 Electronic Provision of Notices to Members............................................................49
APPENDIX A: SPECIAL RULES APPLICABLE TO ACQUIRED ENTITIES........................................................51
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PREAMBLE
Curtiss-Wright Corporation ("the Company") has established the Curtiss-Wright
Corporation Savings and Investment Plan (the "Plan") to assist eligible
employees in saving for retirement. The Plan is a continuation of the
Curtiss-Wright Corporation Employee Savings Plan and the Curtiss-Wright
Corporation Deferred Compensation Plan, which plans were merged effective
September 1, 1994 and, as so merged, were renamed the Curtiss-Wright Corporation
Savings and Investment Plan. The Plan has since been amended from time to time.
The Plan is intended to be a qualified plan under Section 401(a) of the Internal
Revenue Code (the "Code") that includes a qualified cash or deferred arrangement
pursuant to Section 401(k) of the Code.
The Plan was most recently amended and restated in its entirety as of January 1,
1989 ("the January 1, 1989 Restatement"), which restatement also reflected
provisions that became effective on dates later than the initial effective date
thereof. Subsequent to the January 1, 1989 Restatement, the Plan has been
amended to maintain compliance with applicable law and regulations and for other
purposes. This Amendment and Restatement of the Plan as of January 1, 2001
incorporates amendments heretofore made to the Plan and makes additional
amendments to the Plan. The amendments hereby made to the January 1, 1989
Restatement, as heretofore amended, are effective as of January 1, 2001, except
as otherwise specified herein, provided, however, that the effective date of any
provision or provisions of the Plan shall, to the extent required by specific
provisions of the Plan, the Uruguay Round Agreements Act, the Uniformed Services
Employment and Reemployment Rights Act of 1994, the Small Business Job
Protection Act of 1996, the Taxpayer Relief Act of 1997, the Internal Revenue
Service Restructuring and Reform Act of 1998, the Community Renewal Tax Relief
Act of 2000, the Economic Growth and Tax Relief Reconciliation Act of 2001, or
other law, be any such earlier or other effective date required by the Plan,
such acts, or such law.
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CURTISS-WRIGHT CORPORATION
SAVINGS AND INVESTMENT PLAN
ARTICLE 1: DEFINITIONS
1.01 "Accounts" means the Employer Account, the Member Account and the
Deferred Account.
1.02 "Actual Deferral Percentage" means, with respect to a specified group
of Employees, the average of the ratios, calculated separately for each
Employee in that group, of
(a) the amount of Deferred Cash Contributions made
pursuant to Section 3.01 for a Plan Year (including
Deferred Cash Contributions returned to a Highly
Compensated Employee under Section 3.01(c) and
Deferred Cash Contributions returned to any Employee
pursuant to Section 3.01(d)), to
(b) the Employees' Statutory Compensation for that entire
Plan Year, provided that, upon direction of the
Committee, Statutory Compensation for a Plan Year
shall only be counted if received during the period
an Employee is, or is eligible to become, a Member.
The Actual Deferral Percentage for each group and the ratio determined
for each Employee in the group shall be calculated to the nearest one
one-hundredth of one percent (0.01%). For purposes of determining the
Actual Deferral Percentage for a Plan Year, Deferred Cash Contributions
may be taken into account for a Plan Year only if they:
(a) relate to compensation that either would have been
received by the Employee in the Plan Year but for the
deferral election, or are attributable to services
performed by the Employee in the Plan Year and would
have been received by the Employee within 2 1/2
months after the close of the Plan Year but for the
deferral election,
(b) are allocated to the Employee as of a date within
that Plan Year and the allocation is not contingent
on the participation or performance of service after
such date, and
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(c) are actually paid to the Trustee no later than 12
months after the end of the Plan Year to which the
contributions relate.
1.03 "Adjustment Factor" means the cost of living adjustment factor
prescribed by the Secretary of the Treasury under Section 415(d) of the
Code for calendar years beginning on or after January 1, 1988, and
applied to such items and in such manner as the Secretary shall
provide.
1.04 "Affiliated Employer" means any company which is a member of a
controlled group of corporations (as defined in Section 414(b) of the
Code) which also includes as a member the Employer; any trade or
business under common control (as defined in Section 414(c) of the
Code) with the Employer; 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 the Employer; and any other entity
required to be aggregated with the Employer pursuant to regulations
under Section 414(o) of the Code. Notwithstanding the foregoing, for
purposes of Sections 1.29 and 3.11, the definitions in Sections 414(b)
and (c) of the Code shall be modified by substituting the phrase "more
than 50 percent" for the phrase "at least 80 percent" each place it
appears in Section 1563(a)(1) of the Code.
1.05 "After-Tax Contributions" means amounts contributed pursuant to Section
3.02.
1.06 "Annual Dollar Limit" means for Plan Years beginning on or after
January 1, 1989 and before January 1, 1994, $200,000 multiplied by the
Adjustment Factor.
Commencing with the 1994 Plan Year, the Annual Dollar Limit means
$150,000, as adjusted from time to time for cost of living, in
accordance with Section 401(a)(17)(B) of the Code, and as adjusted or
superseded by any amendment to Section 401(a)(17)(A) of the Code.
1.07 "Annuity Starting Date" means the first day of the first period for
which an amount is paid, as an annuity or in any other form, following
a Member's retirement or termination of employment.
1.08 "Beneficiary" means any person or persons designated by a Member to
receive any benefits payable in the event of the Member's death.
However, a married Member's spouse shall be deemed to be his
Beneficiary unless or until he elects another Beneficiary with Spousal
Consent. If no Beneficiary designation is in effect at the Member's
death, or if no person or persons so designated survives the Member,
the Member's surviving spouse, if any, shall be deemed to be the
Beneficiary; otherwise the Beneficiary shall be the personal
representative of the estate of the Member.
1.09 "Board of Directors" means the Board of Directors of Curtiss-Wright
Corporation.
1.10 "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
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1.11 "Committee" means the persons named by the Chairman of the Board of
Directors or his designee to administer and supervise the Plan as
provided in Article 10.
1.12 "Compensation" means the total of an Employee's compensation paid by
the Employer during any Plan Year prior to any reduction for deferred
compensation under Section 401(k) of the Code or pursuant to a
cafeteria plan under Section 125 of the Code.
Compensation shall not include: (i) relocation allowances; (ii)
severance pay; (iii) any kind of stock payment; (iv) additional
compensation granted in connection with "away from original home
assignments"; or (v) imputed value of group life insurance premiums
under Section 79 of the Code.
In any event, for Plan Years beginning after 1988, Compensation shall
not exceed the Annual Dollar Limit.
Effective for Plan Years beginning prior to January 1, 1997, the Annual
Dollar Limit applies to the aggregate Compensation paid to a Highly
Compensated Employee referred to in Section 3.10(a), his spouse and his
lineal descendants who have not attained age 19 before the end of the
Plan Year. If, as a result of the application of the family aggregation
rule, the Annual Dollar Limit is exceeded, then the Limit shall be
pro-rated among the affected individuals in proportion to each such
individual's Compensation as determined under this Section 1.12 prior
to the application of the Limit.
1.13 "Contribution Percentage" means, with respect to a specified group of
Employees, the average of the ratios, calculated separately for each
Employee in that group, of
(a) the sum of the Employee's After-Tax Contributions and
Matching Contributions for that Plan Year, to
(b) his Statutory Compensation for that entire Plan Year;
provided that, upon direction of the Committee,
Statutory Compensation for a Plan Year shall only be
counted if received during the period an Employee is,
or is eligible to become, a Member.
The Contribution Percentage for each group and the ratio determined for
each Employee in the group shall be calculated to the nearest one
one-hundredth of one percent (0.01%).
1.14 "Deferred Account" means the account credited with the Deferred Cash
Contributions made on a Member's behalf and earnings on those
contributions, and with Rollover Contributions made by a Member or an
Employee and earnings on those contributions.
1.15 "Deferred Cash Contributions" means amounts contributed pursuant to
Section 3.01.
1.16 "Disability" means total and permanent disability. A Member shall be
deemed to be totally and permanently disabled when, on the basis of
medical evidence satisfactory to the Committee, he is found to be
wholly and permanently prevented from engaging in any occupation or
employment for wages or profit as a result of bodily injury or disease,
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either occupationally or nonoccupationally caused, but not as a result
of bodily injury or disease which originated from service in the Armed
Forces of any country.
1.17 "Earnings" means the amount of income to be returned with any excess
deferrals, excess contributions, or excess aggregate contributions
under Section 3.01, 3.07, 3.08 or 3.09. Earnings on excess deferrals
and excess contributions shall be determined by multiplying the income
earned on the Deferred Account for the Plan Year by a fraction, the
numerator of which is the excess deferrals or excess contributions, as
the case may be, for the Plan Year and the denominator of which is the
Deferred Account balance at the end of the Plan Year, disregarding any
income or loss occurring during the Plan Year. Earnings on excess
aggregate contributions shall be determined in a similar manner by
substituting the sum of the Employer Account and Member Account for the
Deferred Account, and the excess aggregate contributions for the excess
deferrals and excess contributions in the preceding sentence.
1.18 "Effective Date." The Effective Date of the Plan is January 1, 1989.
The Effective Date of this amendment and restatement of the Plan is
January 1, 2001, except as otherwise provided herein, or as required by
applicable law.
1.19 "Employee" means a person employed by the Employer who receives stated
compensation other than a pension, severance pay, retainer, or fee
under contract; however, the term "Employee" excludes any non-resident
alien, any Leased Employee, and any person who is included in a unit of
employees covered by a collective bargaining agreement that does not
provide for his membership in the Plan. Any person deemed to be an
independent contractor by any Employer and paid by the Employer in
accordance with its practices for the payment of independent
contractors, including the provision of tax reporting on Internal
Revenue Service Form 1099, shall be excluded from the definition of
Employee for all purposes under the Plan, notwithstanding any
subsequent reclassification of such person for any purpose under the
Code, whether agreed to by the Employer or adjudicated under applicable
law.
1.20 "Employer" means Curtiss-Wright Corporation or any successor by merger,
purchase or otherwise, with respect to its employees; or any other
company participating in the Plan as provided in Section 12.03, with
respect to its employees.
1.21 "Employer Account" means the account credited with Matching
Contributions and earnings on those contributions.
1.22 "Enrollment Date" means the Effective Date and the first day of any
calendar quarter following that date.
1.23 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1.24 "Fund" or "Investment Fund" means the fund or funds in which
contributions to the Plan are invested in accordance with Article 4.
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1.25 "Group Annuity Contract" means such contract or contracts as are
entered into by the Employer with an Insurer or Insurers for the
purpose of investing and administering contributions received by the
Insurer in accordance with the terms of the Plan.
1.26 "Highly Compensated Employee" means, for a Plan Year commencing on or
after January 1, 1997, any employee of the Employer or an Affiliated
Employer (whether or not eligible for membership in the Plan) who:
(a) was a 5 percent owner of the Employer (as defined in
Section 416(i) of the Code) for such Plan Year or the
prior Plan Year, or
(b) for the preceding Plan Year received Statutory
Compensation in excess of $80,000, and was among the
highest 20 percent of employees of the Employer for
the preceding Plan Year when ranked by Statutory
Compensation paid for that year, excluding, for
purposes of determining the number of such employees,
such employees as the Committee may determine on a
consistent basis pursuant to Section 414(q) of the
Code. The $80,000 dollar amount in the preceding
sentence shall be adjusted from time to time for cost
of living in accordance with Section 414(q) of the
Code.
Notwithstanding the foregoing, employees who are nonresident aliens and
who receive no earned income from the Employer or an Affiliated
Employer which constitutes income from sources within the United States
shall be disregarded for all purposes of this Section.
The Employer's top-paid group election as described above in subsection
(b) shall be used consistently in determining Highly Compensated
Employees for determination years of all employee benefit plans of the
Employer and Affiliated Employers for which Section 414(q) of the Code
applies (other than a multiemployer plan) that begin with or within the
same calendar year, until such election is changed by Plan amendment in
accordance with IRS requirements. Notwithstanding the foregoing, the
consistency provision in the preceding sentence shall not apply for the
Plan Year beginning in 1997 and, for Plan Years beginning in 1998 and
1999, shall apply only with respect to all qualified retirement plans
(other than a multiemployer plan) of the Employer and Affiliated
Employers.
The provisions of this Section shall be further subject to such
additional requirements as shall be described in Section 414(q) of the
Code and its applicable regulations, which shall override any aspects
of this Section inconsistent therewith.
1.27 "Hour of Service" means, with respect to any applicable computation
period,
(a) each hour for which the employee is paid or entitled
to payment for the performance of duties for the
Employer or an Affiliated Employer;
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(b) each hour for which the employee is paid or entitled
to payment by the Employer or an Affiliated Employer
on account of a period during which no duties are
performed, whether or not the employment relationship
has terminated, due to vacation, holiday, illness,
incapacity (including disability), layoff, jury duty,
military duty or leave of absence, but not more than
501 hours for any single continuous period; and
(c) each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to
by the Employer or an Affiliated Employer, excluding
any hour credited under (a) or (b), which shall be
credited to the computation period or periods to
which the award, agreement or payment pertains rather
than to the computation period in which the award,
agreement or payment is made.
No hours shall be credited on account of any period during which the
employee performs no duties and receives payment solely for the purpose
of complying with unemployment compensation, workers' compensation or
disability insurance laws.
Hours of Service credited shall be determined as required by Title 29
of the Code of Federal Regulations, Sections 2530.200b-2(b) and (c).
1.28 "Insurer" means a legal reserve life insurance company licensed to do
business and authorized to issue Group Annuity contracts in the states
in which the Employer is doing business selected by the Board of
Directors and which issues a Group Annuity Contract in accordance with
the terms of the Plan.
1.29 "Leased Employee" means, for a Plan Year commencing on or after January
1, 1997, any person (other than a common law employee of the Employer)
who, pursuant to an agreement between the Employer and any other person
("leasing organization"), has performed services for the Employer or
any 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 of
or control by the Employer. In the case of any person who is a Leased
Employee before or after a period of service as an Employee, the entire
period during which he has performed services as a Leased Employee
shall be counted as service as an Employee for all purposes of the
Plan, except that he shall not, by reason of that status, become a
Member of the Plan.
1.30 "Matching Contributions" means amounts contributed pursuant to Section
3.03 prior to September 1, 1994, at which time Matching Contributions
ceased. The term Matching Contributions shall also refer to amounts
transferred to the Plan in a transaction described in Section 12.02
that had been accounted for as matching contributions under the terms
of the transferor plan.
1.31 "Member" means any person included in the membership of the Plan as
provided in Article 2.
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1.32 "Member Account" means the account credited with the After-Tax
Contributions and earnings on those contributions and with Rollover
Contributions made by a Member or an Employee and earnings on those
contributions.
1.33 "Nonhighly Compensated Employee" means for any Plan Year an employee of
the Employer or an Affiliated Employer who is not a Highly Compensated
Employee for that Plan Year.
1.34 "Plan" means the Curtiss-Wright Corporation Savings and Investment Plan
as set forth in this document or as amended from time to time. The Plan
is a continuation of the Curtiss-Wright Corporation Employee Savings
Plan and the Curtiss-Wright Corporation Deferred Compensation Plan,
which plans were merged effective September 1, 1994.
1.35 "Plan Year" means the 12-month period beginning on any January 1.
1.36 "Rollover Contributions" means amounts contributed pursuant to Section
3.04.
1.37 "Severance Date" means, solely for purposes of determining an
employee's Vesting Service under Section 1.44, the earlier of:
(a) the date an employee quits, retires, is discharged or
dies, or
(b) the first anniversary of the date on which an
employee is first absent from service, with or
without pay, for any reason such as vacation,
sickness, disability, layoff or leave of absence.
1.38 "Spousal Consent" means the written consent of a Member's spouse to the
Member's election of a specified form of benefit or designation of a
specified Beneficiary. The spouse's consent shall be witnessed by a
Plan representative or notary public and shall acknowledge the effect
on the spouse of the Member's election. The requirement for spousal
consent may be waived by the Committee if it believes there is no
spouse, or the spouse cannot be located, or because of such other
circumstances as may be established by applicable law.
1.39 "Statutory Compensation" means, effective for Plan Years commencing on
or after January 1, 1997, wages, salaries, and other amounts paid in
respect of an employee for services actually rendered to an Employer or
an Affiliated Employer, including by way of example, overtime, bonuses,
and commissions, but excluding deferred compensation, stock options,
and other distributions which receive special tax benefits under the
Code. For purposes of determining Highly Compensated Employees under
Section 1.26 and key employees under Section 13.05(a)(iii), Statutory
Compensation shall include amounts contributed by the Employer pursuant
to a salary reduction agreement which are not includible in the gross
income of the employee under Sections 125, 132(f), 402(e)(3), 402(h),
or 403(b) of the Code. For all other purposes, Statutory Compensation
shall also include the amounts referred to in the preceding sentence,
unless the Committee directs otherwise for a particular Plan Year.
Statutory Compensation for a Plan Year shall not exceed the Annual
Dollar Limit, provided that such Limit shall not be applied in
determining Highly Compensated Employees under Section 1.26.
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1.39 "Subsidiary" means any corporation controlled by Curtiss-Wright
Corporation or by another subsidiary of Curtiss-Wright Corporation.
1.40 "Trust" or "Trust Fund" means the fund established by the Board of
Directors as part of the Plan into which contributions are to be made
and from which benefits are to be paid in accordance with the terms of
the Plan.
1.41 "Trustee" means the trustee or trustees holding the funds of the Plan
as provided in Article 11.
1.42 "Valuation Date" means the last business day of each calendar month or
such more frequent dates as the Committee shall establish.
1.43 "Vested Portion" means the portion of the Accounts in which the Member
has a nonforfeitable interest as provided in Article 6 or, if
applicable, Section 13.05.
1.44 "Vesting Service" means, with respect to any employee, his period of
employment with the Employer or any Affiliated Employer, whether or not
as an Employee, beginning on the date he first completes an Hour of
Service and ending on his Severance Date, provided that:
(a) if his employment terminates and he is reemployed
within one year of the earlier of (i) his date of
termination or (ii) the first day of an absence from
service immediately preceding his date of
termination, the period between his Severance Date
and his date of reemployment shall be included in his
Vesting Service;
(b) if he is absent from the service of the Employer or
any Affiliated Employer because of service in the
Armed Forces of the United States and he returns to
service with the Employer or an Affiliated Employer
having applied to return while his reemployment
rights were protected by law, the absence shall be
included in his Vesting Service;
(c) if he is on a leave of absence approved by the
Employer, under rules uniformly applicable to all
Employees similarly situated, the Employer may
authorize the inclusion in his Vesting Service of any
portion of that period of leave which is not included
in his Vesting Service under (a) or (b) above; and
(d) if his employment terminates and he is reemployed,
his Vesting Service after reemployment shall be
aggregated with his previous period or periods of
Vesting Service.
1.45 "Year of Eligibility Service" means, with respect to any employee, the
12-month period of employment with the Employer or any Affiliated
Employer, whether or not as an Employee, beginning on the date he first
completes an Hour of Service upon hire or rehire, or any Plan Year
beginning after that date, in which he first completes at least 1,000
Hours of Service.
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ARTICLE 2: ELIGIBILITY AND MEMBERSHIP
2.01 Eligibility
(a) Except as otherwise provided in this Section, each Employee
shall be eligible to become a Member on any Enrollment Date
coinciding with or following the date he completes one Year of
Eligibility Service.
(b) Employees who were formerly employed by entities that were
acquired by the Employer shall be subject to the special
eligibility rules set forth in Appendix A.
(c) Effective June 1, 2000, and notwithstanding the provisions of
Section 2.01(a), an Employee who is employed by the Enertech
Engineering Services unit of Curtiss-Wright Flow Control
Corporation shall be eligible to become a Member on any
Enrollment Date following the date on which he first performs
an Hour of Service.
2.02 Membership
An eligible Employee shall become a Member on the first Enrollment Date which is
at least 30 days after the date he files with the Employer a form or forms
prescribed by the Committee on which he meets all of the following requirements:
(a) designates the percentage of Compensation he wishes to
contribute under the Plan under Section 3.02 or makes the
election described in Section 3.01, or both;
(b) authorizes the Employer to make regular payroll deductions or
to reduce his Compensation, or both;
(c) names a Beneficiary; and
(d) commencing on and after March 1, 1995, makes an investment
election.
2.03 Reemployment of Former Employees and Former Members
Any person reemployed by the Employer as an Employee, who was previously a
Member or who was previously eligible to become a Member, shall become a Member
upon the filing of a form in accordance with Section 2.02. Any person reemployed
by the Employer as an Employee, who was not previously eligible to become a
Member, shall become a Member upon completing the eligibility requirements
described in Section 2.01 and filing the appropriate form or forms in
accordance with Section 2.02.
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2.04 Termination of Membership
A Member's membership shall terminate on the date he is no longer employed by
the Employer or any Affiliated Employer unless the Member is entitled to
benefits under the Plan, in which event his membership shall terminate when
those benefits are distributed to him.
2.05 Year-end Membership List
On or before September 30th of each Plan Year, at the Committee's request, the
Employer shall transmit to the Committee a list of the Members as of December
31st of the previous year which list shall be in such form and shall contain
such information as the Committee may request.
ARTICLE 3: CONTRIBUTIONS
3.01 Deferred Cash Contributions
(a) A Member may elect on his application filed under Section 2.02
to reduce his Compensation payable while a Member by at least
0.5% and not more than the contribution permitted by law, in
multiples of 0.5%, and have that amount contributed to the
Plan by the Employer as Deferred Cash Contributions. Deferred
Cash Contributions shall be further limited as provided below
and in Sections 3.07, 3.10 and 3.11. Any Deferred Cash
Contributions shall be paid to the Trustee or deposited with
the Insurer pursuant to the Group Annuity Contract, as the
case may be, as soon as practicable.
(b) In no event shall the Member's Deferred Cash Contributions and
similar contributions made on his behalf by the Employer or an
Affiliated Employer to all plans, contracts or arrangements
subject to the provisions of Section 401(a)(30) of the Code in
any calendar year exceed:
(i) for calendar years commencing prior to
January 1, 2002, $7,000 multiplied by the
Adjustment Factor; or
(ii) for calendar years commencing on or after January 1,
2002, the amount in effect for such calendar year
under Section 402(g)(1) of the Code, as adjusted, if
applicable, in accordance with Section 402(g)(4) of
the Code.
If a Member's Deferred Cash Contributions in a calendar year
reach the dollar limitation applicable for that year, his
election of Deferred Cash Contributions for the remainder of
the calendar year will be canceled. Each Member affected by
this paragraph (b) may elect to change or suspend the rate at
which he makes After-Tax Contributions. As of the first pay
period of the calendar year following such cancellation, the
Member's election of Deferred Cash Contributions shall again
become effective in accordance with his previous election,
unless the Member elects otherwise in accordance with Section
3.06.
(c) In the event that the sum of the Deferred Cash Contributions
and similar contributions to any other qualified defined
contribution plan maintained by the Employer or an Affiliated
Employer exceeds the dollar limitation in Section 3.01(b) for
any calendar year, the Member shall be deemed to have elected
a return of Deferred Cash Contributions in excess of such
limit ("excess deferrals") from this Plan. The excess
deferrals, together with Earnings, shall be returned to the
Member no later than the April 15 following the end of the
calendar year in which the excess deferrals were made. The
amount of excess deferrals to be returned for any calendar
year shall be reduced by any Deferred Cash
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12
Contributions previously returned to the Member under Section
3.07 for that calendar year.
(d) If a Member makes tax-deferred contributions under another
qualified defined contribution plan maintained by an employer
other than the Employer or an Affiliated Employer for any
calendar year and those contributions when added to his
Deferred Cash Contributions exceed the dollar limitation under
Section 3.01(b) for that calendar year, the Member may
allocate all or a portion of such excess deferrals to this
Plan. In that event, such excess deferrals, together with
Earnings, shall be returned to the Member no later than the
April 15 following the end of the calendar year in which such
excess deferrals were made. However, the Plan shall not be
required to return excess deferrals unless the Member notifies
the Committee, in writing, by March 1 of that following
calendar year of the amount of the excess deferrals allocated
to this Plan. The amount of any such excess deferrals to be
returned for any calendar year shall be reduced by any
Deferred Cash Contributions previously returned to the Member
under Section 3.07 for that calendar year.
3.02 After-Tax Contributions
Any Member may make After-Tax Contributions under this Section whether or not he
has elected to have Deferred Cash Contributions made on his behalf pursuant to
Section 3.01. The amount of After-Tax Contributions shall be at least 0.5% of
his Compensation, while a Member, in multiples of 0.5%, to the maximum
contribution permitted by law.
The After-Tax Contributions of a Member shall be made through payroll deductions
and shall be paid to the Trustee or deposited with the Insurer pursuant to the
Group Annuity Contract, as the case may be, as soon as practicable.
3.03 Employer Matching Contributions prior to September 1, 1994
(a) The Employer contributed, until August 31, 1994, on behalf of
each of its Members who elected to make After-Tax
Contributions, Matching Contributions in an amount equal to
50% of the first 6% of the After-Tax Contributions made by the
Member to the Plan during each payroll period.
(b) From and after September 1, 1994, no Matching Contributions
shall be made to the Plan.
3.04 Employee or Member Rollover Contributions
Without regard to any limitations on contributions set forth in this Article 3,
the Plan may receive from a Member, or an Employee who has not yet met the
eligibility requirements for membership, in cash, any amount previously received
(or deemed to be received) by him from a qualified plan. The Plan may receive
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13
such amount either directly from the Member or Employee or from a qualified
plan in the form of a direct rollover.
Notwithstanding the foregoing, the Plan shall not accept any amount unless such
amount is eligible to be rolled over to a qualified trust in accordance with
applicable law and the Member or Employee provides evidence satisfactory to the
Committee that such amount qualifies for rollover treatment.
Unless received by the Plan in the form of a direct rollover, the Rollover
Contribution must be paid to the Trustee or deposited with the Insurer, as the
case may be, on or before the 60th day after the day it was received by the
Member or Employee.
Rollover Contributions shall be allocated to the Member's or Employee's Deferred
Account.
3.05 Change in Contributions
The percentages of Compensation designated by a Member under Sections 3.01 and
3.02 shall automatically apply to increases and decreases in his Compensation. A
Member may change his election under Sections 3.01 and 3.02 at the beginning of
any calendar quarter by giving at least 30 days' prior written notice to the
Committee. The changed percentage shall become effective as soon as
administratively practicable following the expiration of the notice period.
3.06 Suspension of Contributions
(a) A Member may suspend his contributions under Section 3.02
and/or revoke his election under Section 3.01 at any time by
giving at least 30 days' prior written notice to the
Committee. The suspension or revocation shall become effective
as soon as administratively practicable following the
expiration of the notice period.
(b) A Member who has suspended his contributions under Section
3.02 may elect to have them resumed in accordance with Section
3.02 as of the first day of the first payroll period of the
calendar quarter next following 30 days' written notice of
that intent. A Member who has revoked his election under
Section 3.01 may apply to the Committee to resume having his
Compensation reduced in accordance with Section 3.01 as of the
first day of the first payroll period of the calendar quarter
next following 30 days' written notice of that intent.
3.07 Actual Deferral Percentage Test
With respect to each Plan Year commencing on or after January 1, 1997, the
Actual Deferral Percentage for that Plan Year for Highly Compensated Employees
who are Members or eligible to become Members for that Plan Year shall not
exceed the Actual Deferral Percentage for the preceding Plan Year for all
Nonhighly Compensated Employees for the preceding Plan Year who were Members or
eligible to become Members during the preceding Plan Year multiplied by 1.25. If
the Actual Deferral Percentage for such Highly Compensated Employees does not
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14
meet the foregoing test, the Actual Deferral Percentage for such Highly
Compensated Employees for that Plan Year may not exceed the Actual Deferral
Percentage for the preceding Plan Year for all Nonhighly Compensated Employees
for the preceding Plan Year who were Members or eligible to become Members
during the preceding Plan Year by more than two percentage points (2%), and such
Actual Deferral Percentage for such Highly Compensated Employees for the Plan
Year may not be more than 2.0 times the Actual Deferral Percentage for the
preceding Plan Year for all Nonhighly Compensated Employees for the preceding
Plan Year who were Members or eligible to become Members during the preceding
Plan Year (or such lesser amount as the Committee shall determine to satisfy the
provisions of Section 3.10).
Notwithstanding the foregoing, the Employer may elect to use the Actual Deferral
Percentage for Nonhighly Compensated Employees for the Plan Year being tested
rather than the preceding Plan Year provided that such election must be
evidenced by a Plan amendment and once made may not be changed except as
provided by the Secretary of the Treasury.
The Committee may implement rules limiting the Deferred Cash Contributions which
may be made on behalf of some or all Highly Compensated Employees so that this
limitation is satisfied. If the Committee determines that the limitation under
this Section has been exceeded in any Plan Year, the following provisions shall
apply:
(a) The actual deferral ratio of the Highly Compensated Employee
with the highest actual deferral ratio shall be reduced to the
extent necessary to meet the actual deferral percentage test
or to cause such ratio to equal the actual deferral ratio of
the Highly Compensated Employee with the next highest ratio.
This process will be repeated until the actual deferral
percentage test is passed. Each ratio shall be rounded to the
nearest one one-hundredth of one percent (0.01%) of the
Member's Statutory Compensation. The amount of Deferred Cash
Contributions made by each Highly Compensated Employee in
excess of the amount permitted under his revised deferral
ratio shall be added together. This total dollar amount of
excess contributions ("excess contributions") shall then be
allocated to some or all Highly Compensated Employees in
accordance with the provisions of paragraph (b) below.
(b) The Deferred Cash Contributions of the Highly Compensated
Employee with the highest dollar amount of Deferred Cash
Contributions shall be reduced by the lesser of (i) the amount
required to cause that Employee's Deferred Cash Contributions
to equal the dollar amount of the Deferred Cash Contributions
of the Highly Compensated Employee with the next highest
dollar amount of Deferred Cash Contributions or (ii) an amount
equal to the total excess contributions. This procedure is
repeated until all excess contributions are allocated. The
amount of excess contributions allocated to a Highly
Compensated Employee, together with Earnings thereon, shall be
distributed to him in accordance with the provisions of
paragraph (c).
(c) The excess contributions, together with Earnings thereon,
allocated to a Member shall be paid to the Member before the
close of the Plan Year following the Plan Year in which the
excess contributions were made, and to the extent practicable,
within 2 1/2 months of the close of the Plan Year in which the
excess contributions were made. However, any excess
contributions for any Plan Year shall be reduced by any
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15
Deferred Cash Contributions previously returned to the
Member under Section 3.01 for that Plan Year.
3.08 Contribution Percentage Test
With respect to each Plan Year commencing on or after January 1, 1997, the
Contribution Percentage for that Plan Year for Highly Compensated Employees who
are Members or eligible to become Members for that Plan Year shall not exceed
the Contribution Percentage for the preceding Plan Year for all Nonhighly
Compensated Employees for the preceding Plan Year who were Members or eligible
to become Members during the preceding Plan Year multiplied by 1.25. If the
Contribution Percentage for such Plan Year for such Highly Compensated Employees
does not meet the foregoing test, the Contribution Percentage for such Highly
Compensated Employees for the Plan Year may not exceed the Contribution
Percentage for the preceding Plan Year for all Nonhighly Compensated Employees
for the preceding Plan Year who were Members or eligible to become Members
during the preceding Plan Year by more than two percentage points (2%), and the
Contribution Percentage for such Highly Compensated Employees for the Plan Year
may not be more than 2.0 times the Contribution Percentage for the preceding
Plan Year for all Nonhighly Compensated Employees for the preceding Plan Year
who were Members or eligible to become Members during the preceding Plan Year
(or such lesser amount as the Committee shall determine to satisfy the
provisions of Section 3.10).
Notwithstanding the foregoing, the Employer may elect to use the Actual
Contribution Percentage for Nonhighly Compensated Employees for the Plan Year
being tested rather than the preceding Plan Year provided that such election
must be evidenced by a Plan amendment and once made may not be changed except as
provided by the Secretary of the Treasury.
The Committee may implement rules limiting the After-Tax Contributions which may
be made by some or all Highly Compensated Employees so that this limitation is
satisfied. If the Committee determines that the limitation under this Section
3.09 has been exceeded in any Plan Year, the following provisions shall apply:
(a) The actual contribution ratio of the Highly Compensated
Employee with the highest actual contribution ratio shall be
reduced to the extent necessary to meet the test or to cause
such ratio to equal the actual contribution ratio of the
Highly Compensated Employee with the next highest actual
contribution ratio. This process will be repeated until the
actual contribution percentage test is passed. Each ratio
shall be rounded to the nearest one one-hundredth of one
percent (0.01%) of a Member's Statutory Compensation. The
amount of After-Tax Contributions made by or on behalf of each
Highly Compensated Employee in excess of the amount permitted
under his revised actual contribution ratio shall be added
together. This total dollar amount of excess contributions
("excess aggregate contributions") shall then be allocated to
some or all Highly Compensated Employees in accordance with
the provisions of paragraph (b) below.
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16
(b) The After-Tax Contributions of the Highly Compensated Employee
with the highest dollar amount of such contributions shall be
reduced by the lesser of (i) the amount required to cause that
Employee's After-Tax Contributions to equal the dollar amount
of such contributions of the Highly Compensated Employee with
the next highest dollar amount of such contributions, or (ii)
an amount equal to the total excess aggregate contributions.
This procedure is repeated until all excess aggregate
contributions are allocated. The amount of excess aggregate
contributions allocated to each Highly Compensated Employee,
together with Earnings thereon, shall be distributed or
forfeited in accordance with the provisions of paragraph (c)
below.
(c) Excess aggregate contributions allocated to a Highly
Compensated Employee under paragraph (b) above, together with
Earnings, shall be paid to the Member.
3.09 Aggregate Contribution Limitation
Effective for Plan Years commencing prior to January 1, 2002, and
notwithstanding the provisions of Sections 3.07 and 3.08, in no event shall the
sum of the Actual Deferral Percentage of the group of eligible Highly
Compensated Employees and the Contribution Percentage of such group, after
applying the provisions of Sections 3.07 and 3.08, exceed the "aggregate limit"
as provided in Section 401(m)(9) of the Code and the regulations issued
thereunder. In the event the aggregate limit is exceeded for any Plan Year
commencing prior to January 1, 2002, the Contribution Percentages of the Highly
Compensated Employees shall be reduced to the extent necessary to satisfy the
aggregate limit in accordance with the procedure set forth in Section 3.08.
3.10 Additional Discrimination Testing Provisions
(a) Effective for Plan Years commencing prior to January 1, 1997,
if any Highly Compensated Employee is either (i) a five
percent owner or (ii) one of the 10 highest paid Highly
Compensated Employees, then any Statutory Compensation paid to
or any contribution made by or on behalf of any member of his
"family" shall be deemed paid to or made by or on behalf of
such Highly Compensated Employee for purposes of Sections
3.07, 3.08 and 3.09, to the extent required under regulations
prescribed by the Secretary of the Treasury or his delegate
under Sections 401(k) and 401(m) of the Code. The
contributions required to be aggregated under the preceding
sentence shall be disregarded in determining the Actual
Deferral Percentage and Contribution Percentage for the group
of Nonhighly Compensated Employees for purposes of Sections
3.07, 3.08 and 3.09. Any return of excess contributions or
excess aggregate contributions required under Sections 3.07,
3.08 and 3.09 with respect to the family group shall be made
by allocating the excess contributions or excess aggregate
contributions among the family members in proportion to the
contributions made by or on behalf of each family member that
is combined. For purposes of this paragraph, the term "family"
means, with respect to any employee, such
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17
employee's spouse, any lineal ascendants or descendants and
spouses of such lineal ascendants or descendants.
(b) If any Highly Compensated Employee is a member of another
qualified plan of the Employer or an Affiliated Employer,
other than an employee stock ownership plan described in
Section 4975(e)(7) of the Code or any other qualified plan
which must be mandatorily disaggregated under Section 410(b)
of the Code, under which deferred cash contributions or
matching contributions are made on behalf of the Highly
Compensated Employee or under which the Highly Compensated
Employee makes after-tax contributions, the Committee shall
implement rules, which shall be uniformly applicable to all
employees similarly situated, to take into account all such
contributions for the Highly Compensated Employee under all
such plans in applying the limitations of Sections 3.07, 3.08
and 3.09. If any other such qualified plan has a plan year
other than the Plan Year defined in Section 1.34, the
contributions to be taken into account in applying the
limitations of Sections 3.07, 3.08 and 3.09 will be those made
in the plan years ending with or within the same calendar
year.
(c) In the event that this Plan is aggregated with one or more
other plans to satisfy the requirements of Sections 401(a)(4)
and 410(b) of the Code (other than for purposes of the average
benefit percentage test) or if one or more other plans is
aggregated with this Plan to satisfy the requirements of such
sections of the Code, then the provisions of Sections 3.07,
3.08 and 3.09 shall be applied by determining the Actual
Deferral Percentage and Contribution Percentage of employees
as if all such plans were a single plan. If this Plan is
permissively aggregated with any other plan or plans for
purposes of satisfying the provisions of Section 401(k)(3) of
the Code, the aggregated plans must also satisfy the
provisions of Sections 401(a)(4) and 410(b) of the Code as
though they were a single plan. For Plan Years beginning after
December 31, 1989, plans may be aggregated under this
paragraph (c) only if they have the same plan year.
(d) The Employer may elect to use Deferred Cash Contributions to
satisfy the tests described in Sections 3.08 and 3.09,
provided that the test described in Section 3.07 is met prior
to such election, and continues to be met following the
Employer's election to shift the application of those Deferred
Cash Contributions from Section 3.07 to Section 3.08.
(e) The Employer may authorize that special "qualified nonelective
contributions" shall be made for a Plan Year, which shall be
allocated in such amounts and to such Members, who are
Nonhighly Compensated Employees, as the Committee shall
determine. The Committee shall establish such separate
accounts as may be necessary. Qualified nonelective
contributions shall be 100% nonforfeitable when made.
Qualified nonelective contributions made before January 1,
1989 and earnings credited thereon as of that date may be
withdrawn by a Member while in service only under the
provisions of Section 7.02 or 7.03. Any qualified nonelective
contributions made on or after January 1, 1989 and any
earnings credited on any qualified nonelective contributions
after such date shall only be available for withdrawal under
the provisions of Section 7.02. Qualified
<Page>
18
nonelective contributions made for the Plan Year may be used
to satisfy the tests described in Sections 3.07, 3.08 and
3.09, where necessary.
3.11 Maximum Annual Additions
(a) The annual addition to a Member's Accounts for any Plan Year,
which shall be considered the "limitation year" for purposes
of Section 415 of the Code, when added to the Member's annual
addition for that Plan Year under any other qualified defined
contribution plan of the Employer or an Affiliated Employer,
shall not exceed the applicable maximum amount for such Plan
Year.
(i) For Plan Years commencing prior to January 1, 2002,
the applicable maximum amount which is the lesser of:
(A) 25% of his aggregate remuneration for that
Plan Year, or
(B) the greater of $30,000 or one-quarter of the
dollar limitation in effect under Section
415(b)(1)(A) of the Code.
(ii) For Plan Years commencing on or after January 1,
2002, the applicable maximum amount is the lesser of:
(A) 100% of his aggregate remuneration for the
Plan Year, or
(B) $40,000, as adjusted in accordance with
Section 415(d) of the Code.
(b) For purposes of this Section, the "annual addition" to a
Member's Accounts under this Plan or any other qualified
defined contribution plan maintained by the Employer or an
Affiliated Employer shall be the sum of:
(i) the total contributions, including Deferred Cash
Contributions, made on the Member's behalf by the
Employer and all Affiliated Employers,
(ii) all Member contributions, exclusive of any Rollover
Contributions, and
(iii) forfeitures, if applicable, that have been allocated
to the Member's Accounts under this Plan or his
accounts under any other such qualified defined
contribution plan.
For purposes of this paragraph (b), any Deferred Cash
Contributions distributed under Section 3.07 and any After-Tax
Contributions distributed under the provisions of Section
3.01, 3.07, 3.08 or 3.09 shall be included in the annual
addition for the year allocated.
(c) For purposes of this Section, the term "remuneration" with
respect to any Member shall mean the wages, salaries, and
other amounts paid in respect of
<Page>
19
such Member by the Employer or an Affiliated Employer for
personal services actually rendered, and shall include amounts
contributed by the Employer pursuant to a salary reduction
agreement which are not includible in the gross income of the
employee under Section 125, 132(f), 402(g), or 457 of the Code
but shall exclude deferred compensation, stock options, and
other distributions which receive special tax benefits under
the Code. Notwithstanding the foregoing, for limitation years
commencing prior to January 1, 1998, remuneration shall
exclude amounts contributed by the Employer or an Affiliated
Employer pursuant to a salary reduction agreement which are
not includible in the gross income of the employee under
Section 125, 402(g)(3), or 457 of the Code.
(d) If the annual addition to a Member's Accounts for any Plan
Year, prior to the application of the limitation set forth in
paragraph (a) above, exceeds that limitation due to a
reasonable error in estimating a Member's annual compensation
or in determining the amount of Deferred Cash Contributions
that may be made with respect to a Member under Section 415 of
the Code, or as the result of the allocation of forfeitures,
the amount of contributions credited to the Member's Accounts
in that Plan Year shall be adjusted to the extent necessary to
satisfy that limitation in accordance with the following order
of priority:
(i) The Member's After-Tax Contributions under Section
3.02 shall be reduced to the extent necessary. The
amount of the reduction shall be returned to the
Member, together with any Earnings on the
contributions to be returned.
(ii) The Member's Deferred Cash Contributions under
Section 3.01 shall be reduced to the extent
necessary. The amount of the reduction shall be
returned to the Member, together with any Earnings on
the contributions to be returned.
Any Deferred Cash Contributions returned to a Member under
this paragraph (d) shall be disregarded in applying the dollar
limitation on Deferred Cash Contributions under Section
3.01(b), and in performing the Actual Deferral Percentage Test
under Section 3.07. Any After- Tax Contributions returned
under this paragraph (d) shall be disregarded in performing
the Contribution Percentage Test under Section 3.08.
(e) Effective for Plan Years commencing prior to January 1, 2000,
if the Employer's contributions to the Plan result in an
increase in the combined defined benefit and defined
contribution fractions in excess of the 1.0 permitted under
Section 415 of the Code for any Member of the Plan who is also
covered by the Curtiss-Wright Corporation Retirement Plan,
then the accrued benefit under the Curtiss-Wright Corporation
Retirement Plan shall be reduced to the extent necessary to
prevent the sum of his defined benefit fraction and his
defined contribution fraction, computed as of the close of the
Plan Year, from exceeding 1.0.
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20
3.12 Return of Contributions
(a) If all or part of the Employer's deductions for contributions
to the Plan are disallowed by the Internal Revenue Service,
the portion of the contributions to which that disallowance
applies shall be returned to the Employer without interest but
reduced by any investment loss attributable to those
contributions, provided that the contribution is returned
within one year after the disallowance of deduction. For this
purpose, all contributions made by the Employer are expressly
declared to be conditioned upon their deductibility under
Section 404 of the Code.
(b) The Employer may recover without interest the amount of its
contributions to the Plan made on account of a mistake of
fact, reduced by any investment loss attributable to those
contributions, if recovery is made within one year after the
date of those contributions.
(c) In the event that Deferred Cash Contributions made under
Section 3.01 are returned to the Employer in accordance with
the provisions of this Section, the elections to reduce
Compensation which were made by Members on whose behalf those
contributions were made shall be void retroactively to the
beginning of the period for which those contributions were
made. The Deferred Cash Contributions so returned shall be
distributed in cash to those Members for whom those
contributions were made, provided, however, that if the
contributions are returned under the provisions of paragraph
(a) above, the amount of Deferred Cash Contributions to be
distributed to Members shall be adjusted to reflect any
investment gains or losses attributable to those
contributions.
3.13 Contributions during Period of Military Leave
(a) Notwithstanding any provision of this Plan to the contrary,
contributions, benefits, and service credit with respect to qualified
uniformed service duty will be provided in accordance with Section
414(u) of the Code. Without regard to any limitations on contributions
set forth in this Article 3, a Member who is reemployed on or after
October 14, 1994 and is credited with Vesting Service under the
provisions of Section 1.44(b) because of a period of service in the
uniformed services of the United States may elect to contribute to the
Plan the Deferred Cash Contributions and/or After-Tax Contributions
that could have been contributed to the Plan in accordance with the
provisions of the Plan had he remained continuously employed by the
Employer throughout such period of absence ("make-up contributions").
The amount of make-up contributions shall be determined on the basis of
the Member's Compensation in effect immediately prior to the period of
absence and the terms of the Plan at such time. Any Deferred Cash
Contributions and/or After-Tax Contributions so determined shall be
limited as provided in Sections 3.01(b), 3.02, 3.07, 3.08, and 3.09
with respect to the Plan Year or Years to which such contributions
relate rather than the Plan Year in which payment is made. Any payment
to the Plan described in this paragraph shall be made during the
applicable repayment period. The repayment period shall equal three
times the period of absence, but not longer than five years, and shall
begin on the latest of: (i) the Member's date of
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21
reemployment, (ii) October 13, 1996, or (iii) the date the Employer
notifies the Employee of his rights under this Section. Earnings (or
losses) on make-up contributions shall be credited commencing with the
date the make-up contribution is made in accordance with the provisions
of Article 4.
(b) All contributions under this Section are considered "annual additions,"
as defined in Section 415(c)(2) of the Code, and shall be limited in
accordance with the provisions of Section 3.12 with respect to the Plan
Year or Years to which such contributions relate rather than the Plan
Year in which payment is made.
ARTICLE 4: INVESTMENT OF CONTRIBUTIONS
4.01 Investment Funds
(a) Prior to March 1, 1995, the following provisions shall apply:
(i) The Trust Fund shall be invested by the Trustee,
provided, however, that the Trustee shall not invest
in, acquire or hold for the Trust Fund any securities
or property of Curtiss- Wright Corporation or its
Subsidiaries.
(ii) In the event contributions hereunder are made with
the Insurer pursuant to the Group Annuity Contract,
such contributions shall be invested by the Insurer
pursuant to the terms of said Contract, provided,
however, that the Insurer shall not invest in,
acquire or hold directly under the Group Annuity
Contract any securities or property of Curtiss-Wright
Corporation or its Subsidiaries.
(b) On and after March 1, 1995, Members' Accounts shall be
invested in one or more Investment Funds, as authorized by the
Chairman of the Board of Directors or his designee.
(c) The Trustee may keep such amounts of cash as they, in their
sole discretion, shall deem necessary or advisable as part of
the Funds, all within the limitations specified in the trust
agreement.
(d) Dividends, interest, and other distributions received on the
assets held by the Trustee in respect to each of the above
Funds shall be reinvested in the respective Fund.
4.02 Investment of Members' Accounts
A Member shall elect to have his Accounts invested in accordance with one of the
following options:
(a) 100% in one of the available Investment Funds;
(b) in more than one Investment Fund allocated in multiples of 1%.
If a Member fails to make an election with respect to the investment of his
Accounts, such Member shall be deemed to have elected the investment of his
Accounts in the Investment Fund that is intended to provide for stability
<Page>
22
of principal, or in such other Investment Fund as the Committee may direct.
4.03 Responsibility for Investments
Each Member is solely responsible for the selection of his investment options.
The Trustee, the Committee, the Employer, and the officers, supervisors and
other employees of the Employer are not empowered to advise a Member as to the
manner in which his Accounts shall be invested. The fact that an Investment Fund
is available to Members for investment under the Plan shall not be construed as
a recommendation for investment in that Investment Fund.
4.04 Change of Election for Current and Future Contributions
A Member may change his investment election under Section 4.02 in multiples of
1% at any time, provided, however, that the Committee may, from time to time
establish a limit on the number of such changes that may be made in a calendar
year. The changed investment election shall become effective as soon as
administratively practicable, and shall be effective only with respect to
subsequent contributions.
4.05 Reallocation of Accounts Among the Funds
Subject to any administrative restrictions determined by the Committee, a Member
may reallocate his investment account in multiples of 1% at any time, provided,
however, that the Committee may, from time to time establish a limit on the
number of such changes that may be made in a calendar year. The reallocation
election shall become effective as soon as administratively practicable.
4.06 Limitations Imposed by Contract
Notwithstanding anything in this Article to the contrary, any contributions
invested in any investment contract shall be subject to any and all terms of
such contract, including any limitations placed on the exercise of any rights
otherwise granted to a Member under any other provisions of this Plan with
respect to such contributions.
4.07 ERISA Section 404(c) Compliance
This Plan is intended to constitute a plan described in Section 404(c) of ERISA.
<Page>
23
ARTICLE 5: VALUATION OF THE ACCOUNTS
5.01 Valuation of Member Accounts
(a) Effective March 1, 1995, the Trustee shall value the Funds at
least monthly. On each Valuation Date, the Accounts of a
Member in each Fund shall equal:
(i) the Member's account balance in his Accounts as of
the immediately preceding Valuation Date; less
(ii) any distributions from the Member's Accounts since
the immediately preceding Valuation Date; plus
(iii) the amount of contributions, if any, made by or on
behalf of the Member to that Fund since the
immediately preceding Valuation Date; plus
(iv) the net earnings or losses, after adjusting for
expenses, if any, since the immediately preceding
Valuation Date.
(b) Whenever an event requires a determination of the value of the
Member's Accounts, the value shall be computed as of the
Valuation Date coincident with or immediately following the
date of determination, subject to the provisions of Section
5.02.
5.02 Right to Change Procedures
The Committee reserves the right to change from time to time the procedures used
in valuing the Accounts or crediting (or debiting) the Accounts if it
determines, after due deliberation and upon the advice of counsel and/or the
current recordkeeper, that such an action is justified in that it results in a
more accurate reflection of the fair market value of assets. In the event of a
conflict between the provisions of this Article and such new administrative
procedures, those new administrative procedures shall prevail.
5.03 Statement of Accounts
At least once a year, each Member shall be furnished with a statement setting
forth the value of his Accounts and the Vested Portion of his Accounts.
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24
ARTICLE 6: VESTED PORTION OF ACCOUNTS
6.01 Member Account and Deferred Account
A Member shall at all times be 100% vested in, and have a nonforfeitable right
to, his Member Account and his Deferred Account.
6.02 Employer Account
(a) As of December 31 of each year prior to January 1, 1995 a Member
shall become vested with respect to 25% of the value of the total
Matching Contributions made in his behalf for that portion of the
year. As of each succeeding December 31, prior to January 1, 1998
such Member shall become vested with respect to an additional 25%
of the value of such Matching Contributions until, on December 31
of the third calendar year following the year for which the
Matching Contributions were made, such Member shall become vested
in 100% of the value of such Matching Contributions made on his
behalf. For purposes of this paragraph, the "value of Matching
Contributions" shall mean the amount of Matching Contributions
adjusted for an allocable share of earnings, losses and expenses
in accordance with section 5.01(a)(iv), as of each December 31.
Notwithstanding the foregoing, a Member with five years or more
Vesting Service shall be vested in 100% of his Employer Account.
(b) Notwithstanding the provisions of subsection (a), a Member shall
be 100% vested in, and have a nonforfeitable right to, his
Employer Account upon death, Disability, or the attainment of his
65th birthday.
(c) Employees who were formerly employed by entities that were
acquired by the Employer shall be subject to the special vesting
rules set forth in Appendix A.
6.03 Disposition of Forfeitures
(a) Upon termination of employment of a Member who was not fully
vested in his Employer Account, the non-vested portion of his
Employer Account shall not be forfeited until the Member receives
a distribution of the Vested Portion of his Accounts. If the
former Member is not reemployed by the Employer or an Affiliated
Employer before he receives such a distribution, the non-vested
portion of his Employer Account shall be forfeited. Any amounts
forfeited pursuant to this subsection shall be applied to reduce
Employer contributions or to pay the expenses of the Plan not
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25
paid directly by the Employer. If the amount of the Vested
Portion of a Member's Employer Account at the time of his
termination of employment is zero, the Member shall be
deemed to have received a distribution of such zero vested
benefit.
(b) If an amount of a Member's Employer Account has been forfeited in
accordance with subsection (a) above, that amount shall be
subsequently restored to the Member's Employer Account provided
that:
(i) he is reemployed by the Employer or an Affiliated
Employer and
(ii) he repays to the Plan during his period of reemployment
and within five years of his date of reemployment an
amount in cash equal to the full amount distributed to
him from the Plan on account of his termination of
employment. Repayment shall be made in one lump sum.
(c) In the event that any amounts to be restored by the Employer to a
Member's Employer Account have been forfeited under paragraph (a)
above, those amounts shall be taken first from any forfeitures
which have not as yet been applied against Employer contributions
or used to pay expenses of the Plan not paid directly by the
Employer, and if any amounts remain to be restored, the Employer
shall make a special Employer contribution equal to those
amounts.
(d) A repayment shall be invested in the available Investment Funds
as the Member elects at the time of repayment.
ARTICLE 7: WITHDRAWALS WHILE STILL EMPLOYED
7.01 Withdrawal of After-Tax Contributions
A Member may, subject to Section 7.04, by giving no less than 30 days prior
written notice to the Committee, may elect to withdraw any part or all (but not
less than $100) of the Value of his Employee Contributions on the last day of
any calendar month; provided such Participant shall not be eligible to make any
contributions under the Plan again for at least one year from said date of
withdrawal.
Notwithstanding the foregoing, a Member may apply to the Committee at any time
for an emergency withdrawal of up to one hundred percent (100%) of the value of
his After-Tax Contributions at the time of withdrawal, for any or a combination
of the circumstances listed below. The Committee shall not approve a withdrawal
in an amount in excess of the amount it deems sufficient to cover his emergency
financial needs. The circumstances which may warrant Committee approval of a
Member's application for an emergency withdrawal are: (1) a disability which has
not resulted in termination of employment; (2) fees and charges for tuition,
books, room and board and similar expenses related to one or more courses taken
by the Member or by his spouse or dependent in an accredited college, university
or trade, professional, vocation or business school; (3) medical expenses (to
the extent not otherwise paid for under any Employer benefits provided for this
purpose) incurred by the Member or his dependents; or (4) any other major
financial emergencies which in the sole judgment of the Committee warrant a
hardship withdrawal. In the event of such an emergency withdrawal, the Member
may continue his participation in the Plan without interruption.
7.02 Withdrawal After Age 59 1/2
A Member who shall have attained age 59 1/2 as of the effective date of any
withdrawal pursuant to this Section may, subject to Section 7.04, elect to
withdraw one time per calendar year, in any order of priority he chooses, all or
part of his Deferred Account, and all or part of the Vested Portion of his
Employer Account attributable to Employer contributions and all or part of the
portion of the Member Account attributable to After-Tax Contributions made by
the Member under Section 3.02.
7.03 Hardship Withdrawal
(a) A Member who has withdrawn the total amount available for
withdrawal under the preceding Sections of this Article may,
subject to Section 7.04, elect to
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26
withdraw not more than once in a Plan Year all or part of the
Deferred Cash Contributions made on his behalf to his Deferred
Account upon furnishing proof of Hardship satisfactory to the
Committee.
(b) A Member shall be considered to have incurred a "Hardship" if,
and only if, he meets the requirements of paragraphs (c) and
(d) below.
(c) As a condition for Hardship there must exist with respect to
the Member an immediate and heavy need to draw upon his
Deferred Account.
(i) The Committee shall presume the existence of such
immediate and heavy need if the requested withdrawal
is on account of any of the following:
(A) expenses for medical care described in
Section 213(d) of the Code previously
incurred by the Member, his spouse or any of
his dependents (as defined in Section 152 of
the Code) or necessary for those persons to
obtain such medical care;
(B) costs directly related to the purchase of a
principal residence of the Member (excluding
mortgage payments);
(C) payment of tuition and related educational
fees for the next 12 months of
post-secondary education of the Member, his
spouse or dependents;
(D) payment of amounts necessary to prevent
eviction of the Member from his principal
residence or to avoid foreclosure on the
mortgage of his principal residence; or
(E) the inability of the Member to meet such
other expenses, debts or other obligations
recognized by the Internal Revenue Service
as giving rise to immediate and heavy
financial need for purposes of Section
401(k) of the Code.
(ii) The Committee may determine the existence of
immediate and heavy financial need in situations
other than those described in (i) above where the
Member demonstrates the withdrawal is necessary for
such reasons as the Committee shall determine. The
amount of withdrawal may not be in excess of the
amount of the immediate and heavy financial need of
the employee to pay any federal, state or local
income taxes and any amounts necessary to pay any
penalties reasonably anticipated to result from the
distribution. In evaluating the relevant facts and
circumstances, the Committee shall act in a
nondiscriminatory fashion and shall treat uniformly
those Members who are similarly situated. The Member
shall furnish to the Committee such supporting
documents as the Committee may request in accordance
with uniform and nondiscriminatory rules prescribed
by the Committee.
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27
(d) As a condition for Hardship, the Member must demonstrate that
the requested withdrawal is necessary to satisfy the financial
need described in paragraph (b). To demonstrate such
necessity, the Member who requests a hardship withdrawal to
satisfy a financial need described in (c)(i) above must comply
with (i) as follows and the Member who requests a hardship
withdrawal to satisfy a financial need described in (c)(ii)
above must comply with (ii) as follows:
(i) The Member must certify to the Committee, on such
form as the Committee may prescribe, that the
financial need cannot be fully relieved
(A) through reimbursement or compensation by
insurance or otherwise,
(B) by reasonable liquidation of the Member's
assets,
(C) by cessation of Deferred Cash Contributions
and After-Tax Contributions, or
(D) by other distributions or nontaxable (at the
time of the loan) loans from the Plan or
other plans of the Employer or Affiliated
Employers or by borrowing from commercial
sources at a reasonable rate in an amount
sufficient to satisfy the need. The actions
listed are required to be taken to the
extent necessary to relieve the hardship but
any action which would have the effect of
increasing the hardship need not be taken.
For purposes of this clause (i) there shall be
attributed to the Member those assets of the Member's
spouse and minor children which are reasonably
available to the Member. The Member shall furnish to
the Committee such supporting documents as the
Committee may request in accordance with uniform and
nondiscriminatory rules prescribed by the Committee.
If, on the basis of the Member's certification and
the supporting documents, the Committee finds it can
reasonably rely on the Member's certification, then
the Committee shall find that the requested
withdrawal is necessary to meet the Member's
financial need.
(ii) The Member must request, on such form as the
Committee shall prescribe, that the Committee make
its determination of the necessity for the withdrawal
solely on the basis of his application. In that
event, the Committee shall make such determination,
provided all of the following requirements are met:
(A) the Member has obtained all distributions,
other than distributions available only on
account of hardship, and all nontaxable
loans currently available under all plans of
the Employer and Affiliated Employers,
(B) the Member is prohibited from making
Deferred Cash Contributions and After-Tax
Contributions to the Plan and all other
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28
plans of the Employer and Affiliated
Employers under the terms of such plans or
by means of an otherwise legally enforceable
agreement for at least 12 months after
receipt of the distribution, and
(C) the limitation described in Section 3.01(b)
under all plans of the Employer and
Affiliated Employers for the calendar year
following the year in which the withdrawal
is made must be reduced by the Member's
elective deferral made in the calendar year
of the distribution for Hardship.
For purposes of clause (B), "all other plans of the
Employer and Affiliated Employers" shall include
stock option plans, stock purchase plans, qualified
and non-qualified deferred compensation plans and
such other plans as may be designated under
regulations issued under Section 401(k) of the Code,
but shall not include health and welfare benefit
plans or the mandatory employee contribution portion
of a defined benefit plan.
7.04 Procedures and Restrictions
If a loan and a hardship withdrawal are processed as of the Valuation Date, the
amount available for the hardship withdrawal will equal the Vested Portion of
the Member's Accounts on such Valuation Date reduced by the amount of the loan.
The amount of the withdrawal shall be allocated between and among the Investment
Funds in proportion to the value of the Member's Accounts from which the
withdrawal is made in each Investment Fund as of the date of the withdrawal.
Subject to the provisions of Section 9.08, all payments to Members under this
Article shall be made in cash as soon as practicable.
7.05 Determination of Vested Portion of Employer Account
If a Member is not fully vested in his Employer Account at the time he makes a
withdrawal from that Account under this Article 7, as of any subsequent
Valuation Date such Member's Vested Portion of his Employer Account shall be
determined in accordance with the following formula:
X = P x (AB+D) - D,
where X is the value of the Member's Vested Portion of such Account, P is the
nonforfeitable percentage at the relevant time, AB is the value of his Employer
Account at the relevant time, and D is the amount of the prior distribution from
such Account.
7.06 Separate Contracts.
For purposes of Section 72 of the Code, a Member's Member Account shall
constitute a separate contract, and the remaining amounts in the Plan with
respect to a Member shall constitute another separate contract.
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29
ARTICLE 8: LOANS TO MEMBERS
8.01 Amount Available
(a) On and after March 1, 1995, a Member who is an employee of the
Employer or an Affiliated Employer may borrow, on written
application to the Committee and on approval by the Committee
under such uniform rules as it shall adopt, an amount which
does not exceed the lesser of:
(i) 50% of the Vested Portion of his Accounts, or
(ii) $50,000 reduced by the highest outstanding balance of
loans to the Member from the Plan during the one year
period ending on the day before the day the loan is
made.
(b) The interest rate to be charged on loans shall be determined
by the Committee each January 1 and shall be one percent (1%)
above the reference charged by Mellon Bank as of January 1.
The interest rate so determined for purposes of the Plan shall
be fixed for the duration of each loan.
(c) The amount of the loan is to be transferred from the
Investment Funds in which the Member's Accounts are invested
to a special "Loan Fund" for the Member under the Plan. The
Loan Fund consists solely of the amount transferred to the
Loan Fund and is invested solely in the loan made to the
Member. The amount transferred to the Loan Fund shall be
pledged as security for the loan. Payments of principal on the
loan will reduce the amount held in the Member's Loan Fund.
Those payments, together with the attendant interest payment,
will be reinvested in the Investment Funds in accordance with
the Member's then effective investment election.
8.02 Terms
(a) In addition to such rules and regulations as the Committee may
adopt, all loans shall comply with the following terms and
conditions:
(i) An application for a loan by a Member shall be made
in writing to the Committee, whose action in
approving or disapproving the application shall be
final.
(ii) Each loan shall be evidenced by a promissory note
payable to the Plan.
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(iii) The period of repayment for any loan shall be arrived
at by mutual agreement between the Committee and the
Member, but that period shall not exceed five years
unless the loan is to be used in conjunction with the
purchase of the principal residence of the Member, in
which case that period shall not exceed 15 years.
Notwithstanding the foregoing, in the event a Member
enters the uniformed services of the United States
and retains reemployment rights under the law, loan
repayments shall be suspended (and interest shall
cease to accrue) during the period of leave, and the
period of repayment shall be extended by the number
of months of the period of service in the uniformed
services; provided, however, if the Member incurs a
termination of employment and requests a distribution
pursuant to Article 9, the loan shall be canceled,
and the outstanding loan balance shall be distributed
pursuant to Article 9.
(iv) Payments of principal and interest will be made by
payroll deductions or in a manner agreed to by the
Member and the Committee in substantially level
amounts, but no less frequently than quarterly, in an
amount sufficient to amortize the loan over the
repayment period.
(v) A loan may be prepaid, but only in full, as of the
end of any month without penalty.
(vi) Only one loan may be outstanding at any given time.
(b) If a loan is not repaid in accordance with the terms contained
in the promissory note and a default occurs, the Plan may
execute upon its security interest in the Member's Accounts
under the Plan to satisfy the debt; however, the Plan shall
not levy against any portion of the Loan Fund attributable to
amounts held in the Member's Deferred Account or Employer
Account until such time as a distribution of the Deferred
Account or Employer Account could otherwise be made under the
Plan.
(c) Any additional rules or restrictions as may be necessary to
implement and administer the loan program shall be in writing
and communicated to employees. Such further documentation is
hereby incorporated into the Plan by reference, and the
Committee is hereby authorized to make such revisions to these
rules as it deems necessary or appropriate, on the advice of
counsel.
(d) To the extent required by law and under such rules as the
Committee shall adopt, loans shall also be made available on a
reasonably equivalent basis to any Beneficiary or former
Employee (i) who maintains an account balance under the Plan
and (ii) who is still a party-in-interest (within the meaning
of Section 3(14) of ERISA).
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31
ARTICLE 9: DISTRIBUTION OF ACCOUNTS UPON TERMINATION OF EMPLOYMENT
9.01 Eligibility
Upon a Member's termination of employment the Vested Portion of his Accounts, as
determined under Article 6, shall be distributed as provided in this Article.
9.02 Form of Distribution
Distribution of the Vested Portion of a Member's Accounts shall be made to the
Member (or to his Beneficiary, in the event of death) in a cash lump sum.
9.03 Date of Payment of Distribution
(a) Except as otherwise provided in this Article, distribution of
the Vested Portion of a Member's Accounts shall be made as
soon as administratively practicable following the later of
(i) the Member's termination of employment or (ii) the 65th
anniversary of the Member's date of birth (but not more than
60 days after the close of the Plan Year in which the later of
(i) or (ii) occurs).
(b) In lieu of a distribution as described in paragraph (a) above,
a Member may, in accordance with such procedures as the
Committee shall prescribe, elect to have the distribution of
the Vested Portion of his Accounts made as of any Valuation
Date coincident with or following his termination of
employment which is before or after the date described in
paragraph (a) above, subject to the provisions of Sections
9.04 and 9.07.
(c) Notwithstanding the provisions of subsections (a) and (b), if
the value of the Vested Portion of the Member's Accounts is
less than the applicable cashout amount, a lump sum payment
shall automatically be made as soon as administratively
practicable following the Member's termination of employment.
For purposes of this subsection, the applicable cashout amount
shall be $3,500 for Plan Years commencing prior to January 1,
2000 and $5,000 for Plan Years commencing on or after January
1, 2000.
(d) In the case of the death of a Member before the distribution
of his Accounts, the Vested Portion of his Accounts shall be
distributed to his Beneficiary as soon as administratively
practicable following the Member's date of death.
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32
9.04 Age 70 1/2 Required Distribution
(a) Notwithstanding any provision of the Plan to the contrary, if
a Member is a five percent owner (as defined in Section 416(i)
of the Code), distribution of the Member's Accounts shall
begin no later than the April 1 following the calendar year in
which he attains age 70 1/2. No minimum distribution payments
under the provisions of Section 401(a)(9) of the Code will be
made to a Member during his employment with the Employer or an
Affiliated Employer on or after January 1, 1998, if the Member
is not a 5 percent owner as defined above. Such Member may,
however, elect to receive in-service withdrawals in accordance
with the provisions of Article 7 while he remains in service.
(b) In the event a Member is required to begin receiving payments
while in service under the provisions of paragraph (a) above,
the Member may elect to receive payments while in service in
accordance with option (i) or (ii), as follows:
(i) A Member may receive one lump sum payment on or
before the Member's required beginning date equal to
his entire Account balance and annual lump sum
payments thereafter of amounts accrued during each
calendar year.
(ii) A Member may receive annual payments of the minimum
amount necessary to satisfy the minimum distribution
requirements of Section 401(a)(9) of the Code. Such
minimum amount will be determined on the basis of
either a single or a joint life expectancy of the
Member and his Beneficiary at the Member's election.
Such life expectancy will be recalculated once each
year; however, the life expectancy of the Beneficiary
will not be recalculated if the Beneficiary is not
the Member's spouse.
In the event a Member fails to make an election under this
Section 9.04, payment shall be made in accordance with clause
(i) above.
The amount of the withdrawal shall be allocated among the
Investment Funds in proportion to the value of the Member's
Accounts as of the date of each withdrawal. An election under
this Section 9.04 shall be made by a Member by giving written
notice to the Committee within the 90-day period prior to his
required beginning date. The commencement of payments under
this Section 9.04 shall not constitute an Annuity Starting
Date for purposes of Sections 72, 401(a)(11) and 417 of the
Code.
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Upon the Member's subsequent termination of employment,
payment of the Member's Accounts shall be made in accordance
with the provisions of Section 9.02.
9.05 Status of Accounts Pending Distribution
Until distributed under Section 9.03 or 9.04 the Accounts of a Member who is
entitled to a distribution shall continue to be invested as part of the funds of
the Plan and the Member shall retain investment transfer rights as described in
Section 4.05 during the deferral period.
9.06 Proof of Death and Right of Beneficiary or Other Person
The Committee may require and rely upon such proof of death and such evidence of
the right of any Beneficiary or other person to receive the value of the
Accounts of a deceased Member as the Committee may deem proper and its
determination of the right of that Beneficiary or other person to receive
payment shall be conclusive.
9.07 Distribution Limitation
Notwithstanding any other provision of this Article 9, all distributions from
this Plan shall conform to the regulations issued under Section 401(a)(9) of the
Code, including the incidental death benefit provisions of Section 401(a)(9)(G)
of the Code, and such regulations shall override any Plan provision that is
inconsistent with Section 401(a)(9) of the Code. Further, with respect to
distributions under the Plan made for calendar years beginning on or after
January 1, 2001, the Plan will apply the minimum distribution requirements of
Section 401(a)(9) of the Code in accordance with the Treasury Regulations under
Section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any
provisions of the Plan to the contrary. This provision shall continue in effect
until the end of the last calendar year beginning before the effective date of
final regulations under Section 401(a)(9) of the Code or such other date as may
be specified in guidance published by the Internal Revenue Service.
9.08 Direct Rollover of Certain Distributions
This Section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this Section, a distributee may elect, at
the time and in the manner prescribed by the Committee, to have any portion of
an eligible rollover distribution paid directly by the Plan to an eligible
retirement plan specified by the distributee in a direct rollover. The following
definitions apply to the terms used in this Section:
(a) "Eligible Rollover Distribution" means any distribution of all
or a portion of the balance to the credit of the distributee,
except that an eligible rollover distribution does not include
(i) any distribution to the extent that the distribution is
required under Section 401(a)(9) of the Code, (ii) the portion
of any distribution that is not
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34
includible in gross income, and (iii) any distribution made
pursuant to Section 7.03 on or after January 1, 1999.
(b) "Eligible retirement plan" means an individual retirement
account described in Section 408(a) of the Code, an individual
retirement annuity described in Section 408(b) of the Code, an
annuity plan described in Section 403(a) of the Code, or a
qualified trust described in Section 401(a) of the Code other
than a defined benefit plan, that accepts the distributee's
eligible rollover distribution. However, in the case of an
eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account
or individual retirement annuity.
(c) "Distributee" means an employee or former employee. In
addition, the employee's or former employee's surviving spouse
and the employee's or former employee's spouse or former
spouse who is the alternate payee under a qualified domestic
relations order as defined in Section 414(p) of the Code, are
distributees with regard to the interest of the spouse or
former spouse.
(d) "Direct rollover" means a payment by the Plan to the eligible
retirement plan specified by the distributee. In the event
that the provisions of this Section 9.08 or any part thereof
cease to be required by law as a result of subsequent
legislation or otherwise, this Section or any applicable part
thereof shall be ineffective without the necessity of further
amendment to the Plan.
9.09 Waiver of Notice Period
Effective for Plan Years commencing on or after January 1, 1997, if the value of
the vested portion of a Member's Accounts exceeds (i) $3,500 if the date of
determination is prior to January 1, 2000, or (ii) $5,000 if the date of
determination is on or after January 1, 2000, an election by the Member to
receive a distribution prior to age 65 shall not be valid unless the written
election is made (a) after the Member has received the notice required under
Section 1.411(a)-11(c) of the Income Tax Regulations and (b) within a reasonable
time before the effective date of the commencement of the distribution as
prescribed by said regulations.. Notwithstanding the foregoing sentence, such
distribution may commence less than 30 days after the notice required under
Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided that:
(a) the Committee clearly informs the Member that he has a right
to a period of at least 30 days after receiving the notice to
consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution
option), and
(b) the Member, after receiving the notice under Sections 411 and
417, affirmatively elects a distribution.
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ARTICLE 10: ADMINISTRATION OF PLAN
10.01 Appointment of Administration Committee
The general administration of the Plan and the responsibility for carrying out
the provisions of the Plan shall be placed in an Administration Committee of not
less than three persons appointed from time to time by the Chairman of the Board
of Directors or his designee to serve at the pleasure of such President or his
designee. Any person who is appointed a member of the Committee shall signify
his acceptance by filing written acceptance with the President or his designee.
Any member of the Committee may resign by delivering his written resignation to
the President or his designee. Vacancies shall be filled by the President or his
designee.
10.02 Duties of Committee
The members of the Committee shall elect a chairman from their number and a
secretary who may be but need not be one of the members of the Committee; may
appoint from their number such subcommittees with such powers as they shall
determine; may authorize one or more of their number or any agent to execute or
deliver any instrument or make any payment on their behalf; and may retain
counsel, employ agents and provide for such clerical, accounting, and consulting
services as they may require in carrying out the provisions of the Plan.
Notwithstanding the foregoing powers of the Committee with respect to the
administration of the Plan, the Chairman of the Board of Directors or his
designee shall have the sole power and responsibility to appoint the Trustee who
shall direct the investment of the Trust Fund, or select the Insurer who shall
issue the Group Annuity Contract hereunder, as the case may be. Such Trustee
shall manage all portions of the Trust Fund for investment and reinvestment in
its sole discretion upon such terms and for such compensation as the Board and
the Trustee may agree upon. Such insurer shall comply with all provisions of the
Group Annuity Contract for such compensation as the Board and Insurer may agree
upon. The agreed-upon compensation of the Trustee, the administrative expenses
of the Trustee, its counsel fees, if any, or the agreed-upon charges of the
Insurer under the Group Annuity Contract, as the case may be, shall be paid by
the Fund.
10.03 Individual Accounts
The Committee shall maintain, or cause to be maintained, records showing the
interests in the Trust Fund or Group Annuity Contract, as the case may be, of
all Members, former Members or Beneficiaries, and the individual balances in
each Member's Accounts. However, maintenance of those records and Accounts shall
not require any segregation of the funds of the Plan.
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10.04 Meetings
The Committee shall hold meetings upon such notice, at such place or places, and
at such time or times as it may from time to time determine.
10.05 Action of Majority
Any act which the Plan authorizes or requires the Committee to do must be done
by a majority of its members. The action of that majority expressed from time to
time by a vote at a meeting or in writing without a meeting shall constitute the
action of the Committee and shall have the same effect for all purposes as if
assented to by all members of the Committee at the time in office.
10.06 Compensation and Bonding
No member of the Committee shall receive any compensation from the Plan for his
services as such. Except as may otherwise be required by law, no bond or other
security need be required of any member in that capacity in any jurisdiction.
10.07 Establishment of Rules
Subject to the limitations of the Plan, the Committee from time to time shall
establish rules for the administration of the Plan and the transaction of its
business. The Committee shall have discretionary authority to construe and
interpret the Plan (including, but not limited to, determination of an
individual's eligibility for Plan participation, the right and amount of any
benefit payable under the Plan and the date on which any individual ceases to be
a Member). The determination of the Committee as to the interpretation of the
Plan or any disputed question shall be conclusive and final to the extent
permitted by applicable law.
10.08 Prudent Conduct
The members of the Committee shall use that degree of care, skill, prudence and
diligence that a prudent man acting in a like capacity and familiar with such
matters would use in his conduct of a similar situation.
10.09 Service in More Than One Fiduciary Capacity
Any individual, entity or group of persons may serve in more than one fiduciary
capacity with respect to the Plan and/or the funds of the Plan.
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37
10.10 Limitation of Liability
The Employer, the Board of Directors, the members of the Committee, and any
officer, employee or agent of the Employer shall not incur any liability
individually or on behalf of any other individuals or on behalf of the Employer
for any act or failure to act, made in good faith in relation to the Plan or the
funds of the Plan. However, this limitation shall not act to relieve any such
individual or the Employer from a responsibility or liability for any fiduciary
responsibility, obligation or duty under Part 4, Title I of ERISA.
10.11 Indemnification
The members of the Committee, the Board of Directors, and the officers,
employees and agents of the Employer shall be indemnified against any and all
liabilities arising by reason of any act, or failure act, in relation to the
Plan or the funds of the Plan, including, without limitation, expenses
reasonably incurred in the defense of any claim relating to the Plan or the
funds of the Plan, and amounts paid in any compromise or settlement relating to
the Plan or the funds of the Plan, except for actions or failures to act made in
bad faith. The foregoing indemnification shall be from the funds of the Plan to
the extent of those funds and to the extent permitted under applicable law;
otherwise from the assets of the Employer.
10.12 Appointment of Investment Manager
The Chairman of the Board of Directors or his designee may, in his discretion,
appoint one or more investment managers (within the meaning of Section 3(38) of
ERISA) to manage (including the power to acquire and dispose of) all or part of
the assets of the Plan, as the President or his designee shall designate. In
that event authority over and responsibility for the management of the assets so
designated shall be the sole responsibility of that investment manager.
10.13 Claims Review Procedure
(a) Claims for benefits under the Plan shall be filed on forms
supplied by the Committee with Curtiss-Wright Corporation's
Benefits Department. Written notice of the disposition of a
claim shall be furnished the claimant within 60 days after the
application therefor is filed. In the event the claim is
denied, the reasons for the denial shall be specifically set
forth, pertinent provisions of the Plan shall be cited and,
where appropriate, an explanation as to how the claimant can
appeal the claim will be provided.
(b) Any Employee, former Employee, or Beneficiary of either, who
has been denied a benefit, shall be entitled to request a
hearing before the Committee. Such request, together with a
written statement of the claimant's position, shall be filed
with the Committee no later than 90 days after receipt of the
written notification provided for in paragraph (a) above. The
committee shall schedule an opportunity for a full and fair
hearing of the issue within the next 60 days. The
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38
decision following such hearing shall be made within 60 days
and shall be communicated in writing to the claimant. The
decision of the Committee shall be final and binding upon all
parties concerned.
10.14 Named Fiduciary
For purposes of ERISA, Curtiss-Wright Corporation shall be the named fiduciary
of the Plan and the Committee shall be the named administrator of the Plan
ARTICLE 11: MANAGEMENT OF FUNDS
11.01 Trust Agreement or Group Annuity Contract
The property resulting from Employer contributions made on behalf of the Member
shall either be held as a Trust Fund by a Trustee or Trustee selected by the
Board, pursuant to a Trust Agreement entered into between the Trustee or Trustee
and the Employer, or be held by an Insurer, selected by the Board, under the
Group Annuity Contract entered into between the Insurer and Curtiss-Wright
Corporation. References in the Plan to Trustee or Insurer shall be deemed to be
applicable with equal force to co-Trustee or co-Insurers or successor Trustee or
successor Insurers who may be so selected. The Board in its discretion may
remove the Trustee or Trustee or successor Trustee or Trustee or Insurer or
Insurers or successor Insurer or Insurers from time to time.
11.02 Exclusive Benefit Rule
All assets of the Plan shall either comprise the Trust Fund and shall be held in
trust for use in accordance with the Plan and the Trustee Agreement or be held
under the Group Annuity Contract for use in accordance with the Plan and the
Group Annuity Contract, as the case may be. No person shall have any interest
in, or right to, any part of the earnings of the funds of the Plan, or any right
in, or to, any part of the assets held under the Plan, except as and to the
extent expressly provided in the Plan.
11.03 Investment, Management and Control
The Trustee or Insurer, as the case may be, shall invest, reinvest, manage,
control and make disbursements from the Trust Fund or funds deposited with the
Insurer pursuant to the Group Annuity Contract in accordance with the provisions
of this Plan and the Trust Agreement or the Group Annuity Contract, as the case
may be, referred to in Section 11.01.
11.04 Payment of Certain Expenses
Brokerage fees, commissions, stock transfer taxes and other charges and expenses
directly incurred in connection with the acquisition or disposition of property
for or of the Trust Fund, or distributions therefrom, shall be paid from the
Trust Fund. Taxes, if any, payable by the Trustee on the assets at any time held
in the Trust Fund or on the income thereof shall be paid from the Trust Fund.
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ARTICLE 12: AMENDMENT, MERGER AND TERMINATION
12.01 Amendment of Plan
(a) The Employer, by action of its Board of Directors taken at a
meeting held either in person or by telephone or other
electronic means, or by unanimous written consent in lieu of a
meeting, reserves the right at any time and from time to time,
and retroactively if deemed necessary or appropriate, to amend
in whole or in part any or all of the provisions of the Plan.
(b) Effective as of December 31, 1997, amendments to the Plan that
are required because of statute or rulings of a judicial body
or are necessitated for administrative purposes, unless such
administrative amendments have a material effect on the cost
or benefit level of the Plan, shall be made by the Committee.
All such amendments shall be submitted to the Board of
Directors at their meeting following the adoption of such
amendments.
(c) Notwithstanding any provision hereof, no amendment shall make
it possible for any part of the funds of the Plan to be used
for, or diverted to, purposes other than for the exclusive
benefit of persons entitled to benefits under the Plan. No
amendment shall be made which has the effect of decreasing the
balance of the Accounts of any Member or of reducing the
nonforfeitable percentage of the balance of the Accounts of a
Member below the nonforfeitable percentage computed under the
Plan as in effect on the date on which the amendment is
adopted or, if later, the date on which the amendment becomes
effective.
12.02 Merger, Consolidation or Transfer
The Plan may not be merged or consolidated with, and its assets or liabilities
may not be transferred to, any other plan unless each person entitled to
benefits under the Plan would, if the resulting plan were then terminated,
receive a benefit immediately after the merger, consolidation, or transfer which
is equal to or greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation, or transfer if the Plan had then
terminated.
12.03 Additional Participating Employers
(a) If any company is or becomes a subsidiary of or associated
with an Employer, the Board of Directors may include the
employees of that subsidiary or associated company in the
membership of the Plan upon appropriate action by
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40
that company necessary to adopt the Plan. In that event, or if
any persons become Employees of an Employer as the result of
merger or consolidation or as the result of acquisition of all
or part of the assets or business of another company, the
Board of Directors shall determine to what extent, if any,
previous service with the subsidiary, associated or other
company shall be recognized under the Plan, but subject to the
continued qualification of the trust for the Plan as
tax-exempt under the Code.
(b) Any subsidiary or associated company may terminate its
participation in the Plan upon appropriate action by it. In
that event the funds of the Plan held on account of Members in
the employ of that company, and any unpaid balances of the
Accounts of all Members who have separated from the employ of
that company, shall be determined by the Committee. Those
funds shall be distributed as provided in Section 12.04 if the
Plan should be terminated, or shall be segregated by the
Trustee as a separate trust, pursuant to certification to the
Trustee by the Committee, continuing the Plan as a separate
plan for the employees of that company under which the board
of directors of that company shall succeed to all the powers
and duties of the Board of Directors, including the
appointment of the members of the Committee.
12.04 Termination of Plan
(a) The Employer, by action of its Board of Directors, taken at a
meeting described in Section 12.01 or by unanimous written
consent, Board of Directors may terminate the Plan or
completely discontinue contributions under the Plan for any
reason at any time. In case of termination or partial
termination of the Plan, or complete discontinuance of
Employer contributions to the Plan, the rights of affected
Members to their Accounts under the Plan as of the date of the
termination or discontinuance shall be nonforfeitable. The
total amount in each Member's Accounts shall be distributed,
as the Committee shall direct, to him or for his benefit or
continued in trust for his benefit.
(b) Upon termination of the Plan, Deferred Cash Contributions,
with earnings thereon, shall be distributed to Members only if
(i) neither the Employer nor an Affiliated Employer
establishes or maintains a successor defined
contribution plan, and
(ii) payment is made to the Members in the form of a lump
sum distribution (as defined in Section 402(d)(4) of
the Code, without regard to clauses (i) through (iv)
of subparagraph (A), subparagraph (B), or
subparagraph (F) thereof).
For purposes of this paragraph, a "successor defined
contribution plan" is a defined contribution plan (other than
an employee stock ownership plan as defined in Section
4975(e)(7) of the Code ("ESOP") or a simplified employee
pension as defined in Section 408(k) of the Code ("SEP"))
which exists at the
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41
time the Plan is terminated or within the 12-month period
beginning on the date all assets are distributed. However, in
no event shall a defined contribution plan be deemed a
successor plan if fewer than two percent of the employees who
are eligible to participate in the Plan at the time of its
termination are or were eligible to participate under another
defined contribution plan of the Employer or an Affiliated
Employer (other than an ESOP or a SEP) at any time during the
period beginning 12 months before and ending 12 months after
the date of the Plan's termination.
12.05 Distribution of Accounts Upon a Sale of Assets or a Sale of a Subsidiary
Effective for Plan Years commencing prior to January 1, 2002, upon the
disposition by the Employer of at least 85 percent of the assets (within the
meaning of Section 409(d)(2) of the Code) used by the Employer in a trade or
business or upon the disposition by the Employer of its interest in a subsidiary
(within the meaning of Section 409(d)(3) of the Code), Deferred Cash
Contributions, with earnings thereon, may be distributed to those Members who
continue in employment with the employer acquiring such assets or with the sold
subsidiary, provided that:
(a) the Employer maintains the Plan after the disposition,
(b) the buyer does not adopt the Plan or otherwise become a
participating employer in the Plan and does not accept any
transfer of assets or liabilities from the Plan to a plan it
maintains in a transaction subject to Section 414(l)(1) of the
Code, and
(c) payment is made to the Member in the form of a lump sum
distribution (as defined in Section 402(d)(4) of the Code,
without regard to clauses (i) through (iv) of subparagraph
(A), subparagraph (B), or subparagraph (F) thereof).
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42
ARTICLE 13: GENERAL PROVISIONS
13.01 Nonalienation
Except as required by any applicable law, no benefit under the Plan shall in any
manner be anticipated, assigned or alienated, and any attempt to do so shall be
void. However, payment shall be made in accordance with the provisions of any
judgment, decree, or order which:
(a) creates for, or assigns to, a spouse, former spouse, child or
other dependent of a Member the right to receive all or a
portion of the Member's benefits under the Plan for the
purpose of providing child support, alimony payments or
marital property rights to that spouse, child or dependent,
(b) is made pursuant to a State domestic relations law,
(c) does not require the Plan to provide any type of benefit, or
any option, not otherwise provided under the Plan, and
(d) otherwise meets the requirements of Section 206(d) of ERISA,
as amended, as a "qualified domestic relations order", as
determined by the Committee.
Notwithstanding anything herein to the contrary, if the amount payable to the
alternate payee under the qualified domestic relations order is less than the
applicable cashout amount described in Section 9.03(c) such amount shall be paid
in one lump sum as soon as practicable following the qualification of the order.
If the amount exceeds such applicable cashout amount, it may be paid as soon as
practicable following the qualification of the order if the alternate payee
consents thereto; otherwise it may not be payable before the earliest of (i) the
Member's termination of employment, (ii) the time such amount could be withdrawn
under Article 7 or (iii) the Member's attainment of age 50.
13.02 Conditions of Employment Not Affected by Plan
The establishment of the Plan shall not confer any legal rights upon any
Employee or other person for a continuation of employment, nor shall it
interfere with the rights of the Employer to discharge any Employee and to treat
him without regard to the effect which that treatment might have upon him as a
Member or potential Member of the Plan.
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43
13.03 Facility of Payment
If the Committee shall find that a Member or other person entitled to a benefit
is unable to care for his affairs because of illness or accident or is a minor,
the Committee may direct that any benefit due him, unless claim shall have been
made for the benefit by a duly appointed legal representative, be paid to his
spouse, a child, a parent or other blood relative, or to a person with whom he
resides. Any payment so made shall be a complete discharge of the liabilities of
the Plan for that benefit.
13.04 Information
Each Member, Beneficiary or other person entitled to a benefit, before any
benefit shall be payable to him or on his account under the Plan, shall file
with the Committee the information that it shall require to establish his rights
and benefits under the Plan.
13.05 Top-Heavy Provisions
(a) The following definitions apply to the terms used in this
Section:
(i) "applicable determination date" means the last day of
the later of the first Plan Year or the preceding
Plan Year;
(ii) "top-heavy ratio" means the ratio of
(A) the value of the aggregate of the Accounts under
the Plan for key employees to
(B) the value of the aggregate of the Accounts under
the Plan for all key employees and non-key employees;
(iii) "key employee" means an employee who is in a category
of employees determined in accordance with the
provisions of Sections 416(i)(1) and (5) of the Code
and any regulations thereunder, and where applicable,
on the basis of the Employee's Statutory Compensation
from the Employer or an Affiliated Employer;
(iv) "non-key employee" means any Employee who is not a
key employee;
(v) "applicable Valuation Date" means the Valuation Date
coincident with or immediately preceding the last day
of the first Plan Year or the preceding Plan Year,
whichever is applicable;
(vi) "required aggregation group" means any other
qualified plan(s) of the Employer or an Affiliated
Employer in which there are members who are
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key employees or which enable(s) the Plan to meet the
requirements of Section 401(a)(4) or 410 of the Code;
and
(vii) "permissive aggregation group" means each plan in the
required aggregation group and any other qualified
plan(s) of the Employer or an Affiliated Employer in
which all members are non-key employees, if the
resulting aggregation group continues to meet the
requirements of Sections 401(a)(4) and 410 of the
Code.
(b) For purposes of this Section, the Plan shall be "top-heavy"
with respect to any Plan Year if as of the applicable
determination date the top- heavy ratio exceeds 60 percent.
The top-heavy ratio shall be determined as of the applicable
Valuation Date in accordance with Sections 416(g)(3) and (4)
of the Code and Article 5 of this Plan. For purposes of
determining whether the Plan is top-heavy, the account
balances under the Plan will be combined with the account
balances or the present value of accrued benefits under each
other plan in the required aggregation group and, in the
Employer's discretion, may be combined with the account
balances or the present value of accrued benefits under any
other qualified plan in the permissive aggregation group.
Distributions made with respect to a Member under the Plan
during the five-year period ending on the applicable
determination date shall be taken into account for purposes of
determining the top-heavy ratio; distributions under plans
that terminated within such five-year period shall also be
taken into account, if any such plan contained key employees
and therefore would have been part of the required aggregation
group.
(c) The following provisions shall be applicable to Members for
any Plan Year with respect to which the Plan is top-heavy:
(i) In lieu of the vesting requirements specified in
Section 6.02, a Member shall be vested in, and have a
nonforfeitable right to, his Employer Account upon
the completion of three years of Vesting Service,
provided that in no event shall the Vested Portion of
a Member's Employer Account be less than the
percentage determined under Section 6.02.
(ii) An additional Employer contribution shall be
allocated on behalf of each Member (and each Employee
eligible to become a Member) who is a non-key
employee, and who has not separated from service as
of the last day of the Plan Year, to the extent that
the contributions made on his behalf under Section
3.03 for the Plan Year (and not needed to meet the
contribution percentage test set forth in Section
3.08) would otherwise be less than 3% of his
remuneration. However, if the greatest percentage of
remuneration contributed on behalf of a key employee
under Sections 3.01 and 3.03 for the Plan Year would
be less than 3%, that lesser percentage shall be
substituted for "3%" in the preceding sentence.
Notwithstanding the foregoing provisions of this
subparagraph (ii), no minimum contribution shall be
made under this Plan with respect to a Member (or an
Employee eligible to become a Member) if the required
minimum benefit under Section 416(c)(1) of the Code
is provided to him
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by any other qualified pension plan of the Employer or an
Affiliated Employer.
For the purposes of this subparagraph (ii), remuneration has
the same meaning as set forth in Section 3.11(c). (d) If the
Plan is top-heavy with respect to a Plan Year and ceases to
be top-heavy for a subsequent Plan Year, a Member who has
completed three years of Vesting Service on or before the
last day of the most recent Plan Year for which the Plan was
top-heavy shall continue to be vested in and have a
nonforfeitable right to his Employer Account.
13.06 Written Elections
Any elections, notifications or designations made by a Member pursuant to the
provisions of the Plan shall be made in writing and filed with the Committee in
a time and manner determined by the Committee under rules uniformly applicable
to all employees similarly situated. The Committee reserves the right to change
from time to time the time and manner for making notifications, elections or
designations by Members under the Plan if it determines after due deliberation
that such action is justified in that it improves the administration of the
Plan. In the event of a conflict between the provisions for making an election,
notification or designation set forth in the Plan and such new administrative
procedures, those new administrative procedures shall prevail.
13.07 Construction
(a) The Plan shall be construed, regulated and administered under
ERISA and the laws of the State of New Jersey, except where
ERISA controls.
(b) The masculine pronoun shall mean the feminine wherever
appropriate.
(c) The titles and headings of the Articles and Sections in this
Plan are for convenience only. In the case of ambiguity or
inconsistency, the text rather than the titles or headings
shall control.
13.08 Electronic Provision of Notices to Members
Notwithstanding any provision of the Plan to the contrary, any notice required
to be distributed to Members, Beneficiaries and alternate payees pursuant to the
terms of the Plan may, at the direction of the Committee, be transmitted
electronically to the extent permitted by, and in accordance with any procedures
set forth in, applicable law and regulations.
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46
IN WITNESS WHEREOF, the Company has caused this instrument to be executed by an
officer duly authorized on this _______ day of ___________, _______.
CURTISS-WRIGHT CORPORATION
By:___________________________
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47
APPENDIX A: SPECIAL RULES APPLICABLE TO ACQUIRED ENTITIES
The provisions of this Appendix A shall apply to Employees who were formerly
employed by entities that were acquired by the Employer or an Affiliated
Employer.
1. Aviall, Inc.
Each former employee of the Aviall, Inc., Accessory Services Division
who became an Employee as of May 21, 1996, shall be eligible to become
a Member on any Enrollment date on or after he completes one year of
service, including service with Aviall, Inc.
2. Alpha Heat Treaters Division of Alpha-Beta Industries, Inc.
Each former employee of the Alpha Heat Treaters Division of Alpha-Beta
Industries, Inc. who became an Employee as of April 30, 1998, shall be
eligible to become a Member on any Enrollment date on or after he
completes one year of service, including service with Alpha-Beta
Industries.
3. Enertech
(a) As of January 1, 2000, any Employee hired on July 31, 1998
whose immediate prior service was with Enertech shall be
eligible to participate in the Plan as of the Enrollment Date
coinciding with or next following the date he or she completes
his or her Year of Eligibility Service, which Year of
Eligibility Service shall include all service at Enertech and
shall remain eligible so long as he or she continues to
satisfy the eligibility requirements.
(b) Any Employee hired on July 31, 1998 whose immediate prior
service was with Enertech shall continue to vest in matching
contributions allocated to his account under Enertech's prior
plan, which contributions, including earnings thereon, were
transferred to the Plan in accordance with a transaction
undertaken in compliance with Section 414(l) of the Code, in
accordance with the following schedule:
Years of Service
for Vesting Vested Percentage
0 0%
1 0%
2 0%
3 20%
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4 40%
5 60%
6 80%
7 100%
4. Metallurgical Processing, Inc.
Each former employee of Metallurgical Processing, Inc. who became an
Employee as of June 30, 1999 shall be eligible to become a Member on
any Enrollment Date on or after he or she completes one year of
service, including service with Metallurgical Processing, Inc. and
shall remain eligible so long as he or she continues to satisfy the
eligibility requirements.
5. Teledyne Fluid Systems
Each former employee of Teledyne Fluid Systems who became an Employee
as of August 28, 1999, shall be eligible to become a Member on any
Enrollment date on or after he or she completes one year of service,
including service with Allegheny Teledyne and shall remain eligible so
long as he or she continues to satisfy the eligibility requirements.
6. Electric Furnace Company
Each former employee of Electric Furnace Company who became an Employee
as of December 15, 2000, shall be eligible to become a Member on any
Enrollment date on or after he or she completes one year of service,
including service with Electric Furnace Company, and shall remain
eligible so long as he or she continues to satisfy the eligibility
requirements.
7. Lau Defense Systems and Vista Controls
Each former employee of Lau Defense Systems and Vista Controls who
became an Employee as of October 25, 2001, shall be eligible to become
a Member on any Enrollment date on or after he or she completes one
year of service, including service with Lau Defense Systems and Vista
Controls, and shall remain eligible so long as he or she continues to
satisfy the eligibility requirements.
8. Ironbound Heat Treating Company
Each former employee of Ironbound Heat Treating Company who became an
Employee as of November 6, 2001, shall be eligible to become a Member
on any Enrollment date on or after he or she completes one year of
service, including service with Ironbound Heat Treating Company, and
shall remain eligible so long as he or she continues to satisfy the
eligibility requirements.
9. Peerless Instrument Company
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49
Each former employee of Peerless Instrument Company who became an
Employee as of November 8, 2001, shall be eligible to become a Member
on any Enrollment date on or after he or she completes one year of
service, including service with Peerless Instrument Company, and shall
remain eligible so long as he or she continues to satisfy the
eligibility requirements.
10. Deltavalve USA, L.L.C
Each former employee of Deltavalve USA, L.L.C. who became an Employee
as of December 13, 2001 shall be eligible to become a Member on any
Enrollment date on or after he or she completes one year of service,
including service with Deltavalve USA, L.L.C., and shall remain
eligible so long as he or she continues to satisfy the eligibility
requirements.
11. Bodycote Thermal Processing
Each former employee of Bodycote Thermal Processing who became an
Employee as of December 21, 2001, shall be eligible to become a Member
on any Enrollment date on or after he or she completes one year of
service, including service with Bodycote Thermal Processing, and shall
remain eligible so long as he or she continues to satisfy the
eligibility requirements.
12. Penny & Giles Controls, Inc.
Each former employee of Penny & Giles Controls, Inc. who became an
Employee as of February 20, 2002, shall be eligible to become a Member
on any Enrollment date on or after he or she completes one year of
service, including service with Penny & Giles Controls, Inc., and shall
remain eligible so long as he or she continues to satisfy the
eligibility requirements.