EXHIBIT 10.51
GROUP INSURANCE PLAN FOR EMPLOYEES OF
GENUINE PARTS COMPANY
PLAN DOCUMENT
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2000
TABLE OF CONTENTS
ARTICLE I -- ADOPTION AND PURPOSE OF PLAN............................................................1
1.01 Adoption and Purpose of Plan.......................................................1
1.02 Cafeteria Plan Status..............................................................1
ARTICLE II -- DEFINITIONS............................................................................1
2.01 Affiliate..........................................................................1
2.02 After-Tax Benefits.................................................................2
2.03 Before-Tax Benefits................................................................2
2.04 Benefits...........................................................................2
2.05 Code...............................................................................2
2.06 Committee..........................................................................2
2.07 Compensation.......................................................................2
2.08 COBRA Continuation Coverage or Continuation Coverage...............................2
2.09 Company-Paid Benefits..............................................................2
2.10 Dependent..........................................................................2
2.11 Disablee...........................................................................3
2.12 Effective Date.....................................................................3
2.13 Eligible Employee..................................................................3
2.14 Employee...........................................................................3
2.15 Employer...........................................................................3
2.16 Employer Company...................................................................3
2.17 Enrolled Dependent.................................................................3
2.18 Enrolled Person(s).................................................................3
2.19 Enrollment Period..................................................................4
2.20 ERISA..............................................................................4
2.21 Leave of Absence...................................................................4
2.22 Non-125 Benefits...................................................................4
2.23 Participant........................................................................4
2.24 Payroll Adjustment Agreement.......................................................4
2.25 Plan Year..........................................................................5
2.26 Retiree............................................................................5
2.27 Survivor...........................................................................5
2.28 USERRA.............................................................................5
ARTICLE III -- ELIGIBILITY AND PARTICIPATION.........................................................5
3.01 Commencement of Participation......................................................5
3.02 Enrolled Dependent's Commencement of Participation.................................5
3.03 Reinstatement of Former Participant................................................5
3.04 Cessation of Participation.........................................................6
ARTICLE IV -- ELECTION PROCEDURES.....................................................................6
4.01 Election Procedures.................................................................6
4.02 Payroll Deductions..................................................................7
4.03 Revocation and Modification of Elections............................................7
4.04 Insignificant Change in Cost of Coverage............................................9
4.05 No Compensation Deferral and No Carryover of Unused
Pre-Tax Benefits....................................................................9
4.06 Nondiscrimination Requirements......................................................9
ARTICLE V -- BENEFITS AND CLAIMS.....................................................................10
5.01 Benefits Available.................................................................10
5.02 Provision of Benefits..............................................................10
5.03 Insurance Contracts................................................................10
5.04 Benefit Costs......................................................................10
5.05 Cancellation of Benefits for Failure to Pay Required
Contributions......................................................................10
5.06 Claims.............................................................................11
5.07 Claims Procedure and Appeal of Benefit Denials.....................................11
5.08 Coordination of Benefits with Other Plans..........................................11
5.09 Reimbursement Agreement, Subrogation...............................................11
ARTICLE VI -- COBRA CONTINUATION COVERAGE............................................................12
6.01 Continuation Coverage..............................................................12
6.02 Premium Requirements...............................................................13
6.03 Notice Requirements................................................................13
6.04 Election...........................................................................13
ARTICLE VII -- AMENDMENT AND TERMINATION OF PLAN.....................................................13
7.01 Amendment of Plan..................................................................13
7.02 Termination of Plan................................................................13
7.03 Inclusion of Additional Affiliates.................................................13
ARTICLE VIII -- ADMINISTRATIVE COMMITTEE.............................................................14
8.01 Administrative Committee...........................................................14
8.02 Authority to Appoint Advisors and Agents...........................................14
8.03 Compensation and Expenses of Committee.............................................14
8.04 Records............................................................................15
8.05 Indemnification of Committee.......................................................15
8.06 Fiduciary Responsibility Insurance, Bonding........................................15
ARTICLE IX -- MISCELLANEOUS PROVISIONS...............................................................15
9.01 Plan Is Not an Employment Contract.................................................15
9.02 Assignment.........................................................................15
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9.03 Fraud..............................................................................15
9.04 Funding Status of Plan.............................................................16
9.05 Construction.......................................................................16
9.06 Qualified Medical Child Support Orders.............................................16
9.07 Conclusiveness of Records..........................................................16
9.08 Right to Require Information and Reliance Thereon..................................16
9.09 Income and Employment Taxes........................................................17
9.10 Disaggregation for Certain Discrimination Testing..................................17
APPENDIX A - SUMMARY PLAN DESCRIPTION................................................................19
APPENDIX B - INDEX OF BENEFIT PLANS AND POLICIES.....................................................20
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ARTICLE I
ADOPTION AND PURPOSE OF PLAN
1.01 Adoption and Purpose of Plan. Prior to January 1, 2000,
Genuine Parts Company (the "Employer") maintained the Group Insurance Plan for
Employees of Genuine Parts Company and a separate plan providing long term
disability benefits (the Genuine Parts Company Long-Term Disability Plan).
Effective January 1, 2000, the Employer hereby amends and restates the Group
Insurance Plan for Employees of Genuine Parts Company (the "Plan") as set forth
herein to reflect benefit changes and merger of the Genuine Parts Company
Long-Term Disability Plan. The purpose of the Plan is to provide certain
Employees, Retirees, and Disablees of Employer Companies welfare benefits
described in the Summary Plan Description (as amended, renamed, and/or replaced,
also identified as Genuine Parts Company's The Book of Benefits), and any
summaries of material modification ("SMMs") issued with respect thereto
(collectively, the SPD and any subsequent SMMs shall be referred to herein as
the "SPD").
The SPD is attached hereto as Appendix A and is hereby incorporated by
reference with those portions describing Employee welfare benefits constituting
a part of this Plan, except as set forth in a separate written plan document.
The employee welfare benefits that are part of this Plan are identified at
Appendix B of this Plan. Different versions of the SPD may apply to different
classifications of Employees. In such case, the version(s) of the SPD applicable
to such classification(s) of Eligible Employees shall control.
1.02 Cafeteria Plan Status. The Employer intends for the Plan to
qualify as a "cafeteria plan" for Employee Participants under Code Section 125
and is to be interpreted in a manner consistent with the requirements of Code
Section 125 and the regulations promulgated thereunder. Certain component
Benefits, although they may be offered hereunder, are not part of the Code
Section 125 cafeteria plan. Retirees, Disablees, and Survivors shall not be able
to make pre-tax contributions hereunder, and therefore shall not participate in
the Code Section 125 aspects of the Plan.
ARTICLE II
DEFINITIONS
Many Plan terms are defined in the SPD, and as such, are incorporated
herein. Except as otherwise provided in the SPD, the following terms shall have
the following meanings:
2.01 "Affiliate" means (1) Employer; and (2) any corporation which
is a member of a controlled group of corporations (as defined in Code Section
414(b)) which includes Employer; any trade or business which is under common
control (as defined in Code Section 414(c)) with Employer; and any organization
which is a member of an affiliated service group (as defined in Code Section
414(m)) which includes Employer.
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2.02 "After-Tax Benefits" means the benefits listed as such in the
SPD, as amended from time to time, which are by this reference made a part
hereof, as may be provided and/or made available for purchase by Employees on an
after-tax basis under this Plan.
2.03 "Before-Tax Benefits" means the benefits listed as such in the
SPD, as amended from time to time, which are by this reference made a part
hereof, as may be provided and/or made available for purchase by Employees on a
before-tax basis under this Plan.
2.04 "Benefits" means the various welfare Benefits (as defined in
ERISA) made available to Employees hereunder. Such Benefits may include
After-Tax Benefits and/or Before-Tax Benefits. The component Benefits are
described in more detail in the SPD, as amended from time to time, which are by
this reference made a part hereof. The manner by which such Benefits are
provided, e.g., insured, self-funded, etc., and the entity(ies) responsible for
Benefit administration are set forth in the SPD. In the event of any conflict
between the terms of this Plan document and the SPD, the SPD shall control.
2.05 "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
2.06 "Committee" means the Employer or the committee as may be
appointed from time to time by the Employer to supervise the administration of
the Plan, as more fully described in Article IX of the Plan. The terms "Plan
Administrator" or "Administrator" are used interchangeably with Committee
herein.
2.07 "Compensation" means the remuneration or wages paid to an
Employee for the Plan Year, or portion thereof as the context requires, by
reason of his or her employment by an Employer Company, including overtime pay,
bonuses, commissions, and other earnings which would, but for the Participant's
execution or deemed execution of a Payroll Adjustment Agreement, be reportable
as taxable income on Form W-2 for the Plan Year.
2.08 "COBRA Continuation Coverage" or "Continuation Coverage" means
the elective continuation of coverage pursuant to the provisions of Section 601
et seq. of ERISA, as amended, Section 4980B of the Code, and Article VII of this
Plan.
2.09 "Company-Paid Benefits" means the Benefits (if any) listed in
the SPD, as amended from time to time, attached hereto and by this reference
made a part hereof as the Employer Company may provide to an Eligible Employee
without regard to whether the Eligible Employee does or does not enroll in the
Plan.
2.10 "Dependent" shall mean those eligible Dependents described in
the SPD. The definition of eligible Dependent may vary for purposes of the
component Benefits, and the definition contained in each Benefit description
shall control with regard to such Benefit.
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2.11 "Disablee" means a current or former Employee who has
terminated employment with an Employer Company on account of disability and who
is receiving benefits under an Employer Company sponsored long term disability
plan. Benefit eligibility (if any) for Disablees shall be as set forth in the
applicable provisions of the SPD.
2.12 "Effective Date" of this amended and restated Plan means
January 1, 2000.
2.13 "Eligible Employee" except as otherwise described in the SPD,
Eligible Employee means an Employee who is a full time employee or a part-time
employee regularly scheduled to work at least 24 or more hours each week of the
Employer or an Employer Company and who has met the eligibility requirements to
participate in one or more of the Benefits, as described in the SPD. Eligible
Employees shall not include individuals whose terms and conditions of employment
are subject to collective bargaining unless the collective bargaining agreement
specifically refers to coverage hereunder. The definition of Eligible Employee
may vary under each Benefit, and the definition contained in the SPD providing
for any component Benefit shall control for that Benefit. However, except as
expressly provided in the SPD, the following Employees shall not be Eligible
Employees: i) leased employees, as defined in Section 414(n) of the Code, ii)
temporary employees, iii) individuals whose terms and conditions of employment
are governed by a collective bargaining agreement, unless such collective
bargaining agreement shall provide for participation in the Plan by employees in
the bargaining unit, iv) individuals classified by an Employer Company as
independent contractors or leased employees (including those who are at any time
reclassified as employees by the Internal Revenue Service or a court of
competent jurisdiction), v) individuals who have waived participation in the
Plan through any means including individuals whose employment is governed by a
written agreement with an Employer Company (including an offer letter setting
forth the terms and conditions of employment) that provides that the individual
is not eligible to participate in the Plan.
2.14 "Employee" means an individual who is considered an employee
of the Employer or an Employer Company for the purposes of federal income tax
withholding.
2.15 "Employer" means Genuine Parts Company ("GPC").
2.16 "Employer Company" means the Employer and any Affiliate that
has adopted this Plan as indicated in the SPD. As indicated in the SPD, an
Affiliate may be an Employer Company with regard to certain Benefits, but not
others, and different Employees may be eligible for different Benefit options.
2.17 "Enrolled Dependent" means each of the Dependents whom a
Participant has elected to cover under the Plan as his or her Dependent.
2.18 "Enrolled Person(s)" means a Participant and/or his Enrolled
Dependents, whichever is applicable.
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2.19 "Enrollment Period" means the initial enrollment period and
the enrollment period designated by the Administrator each Plan Year (as set
forth in the annual enrollment materials) during which Employees make their
Benefit elections for the succeeding Plan Year.
2.20 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.
2.21 "Leave of Absence" means one of the following:
(a) Workers' Compensation Leave of Absence - a leave of
absence for medical reasons arising from the Employee's on-the-job
accident, injury or illness.
(b) Medical Leave of Absence - a leave of absence,
approved by the Employer Company, for medical reasons arising from the
Employee's accident, illness or injury, other than a Workers'
Compensation Leave of Absence.
(c) Family Leave of Absence - a leave of absence in
accordance with the provisions of The Family and Medical Leave Act of
1993 ("FMLA"), or similar state law which is not preempted by FMLA and
requires the extension of a leave of absence.
(d) Military Leave of Absence - An Employee's cessation
of employment due to his or her service with the armed forces of the
United States, which service gives rise to reemployment rights under
USERRA or other applicable law.
(e) Personal Leave of Absence - a leave of absence,
approved by the Employer Company, for nonmedical or personal reasons,
other than the types of absences described in subsections (a) - (d)
above.
2.22 "Non-125 Benefits" means those component Benefits (such as
long term care and universal life coverage) which, although described herein,
are not made available under the Code Section 125 Cafeteria Plan feature of this
Plan. Such Non-125 Benefits are funded exclusively by Employee after-tax payroll
deduction.
2.23 "Participant" means an Eligible Employee, Retiree, Disablee,
or Survivor who has completed (or is deemed to have completed) the election
procedures set forth in the SPD. Benefit eligibility (if any) for Retirees,
Disablees, and Survivors shall be as set forth in the applicable provisions of
the SPD.
2.24 "Payroll Adjustment Agreement" means a voluntary agreement
whereby an Employee agrees that the amount of his or her cash Compensation for
the forthcoming Plan Year (or applicable portion thereof) shall be adjusted for
the purpose of obtaining one or more Before-Tax or After-Tax Benefits offered by
the Plan. To the extent that the Employee elects Before-Tax Benefits, the
Payroll Adjustment Agreement shall constitute a compensation reduction agreement
whereby the enrolled Employee's taxable Compensation for the aforementioned
period shall be reduced in an amount equal to the Employee's cost of coverage
for such Before-Tax Benefits. To
4
the extent that the Employee selects After-Tax Benefits, the Payroll Adjustment
Agreement shall constitute a payroll reduction agreement whereby the Employee
requests, and the Employer Company agrees, to make payments to this Plan on a
payroll deduction basis in an amount equal to the Employee's cost of coverage
for such After-Tax Benefits. A Payroll Adjustment Agreement shall be executed by
the enrolled Employee when the Employee enrolls in the Plan during any
enrollment eligibility period.
2.25 "Plan Year" means the 12-month calendar period beginning on
each January 1 and ending each December 31.
2.26 "Retiree" means a former Employee who has retired from an
Employer Company and is eligible for retirement benefits under the Employer's
defined benefit pension plan. Benefit eligibility (if any) for Retirees shall be
as set forth in the applicable provisions of the SPD.
2.27 "Survivor" means a spouse of a deceased Eligible Employee (who
was a Participant) who has not remarried. Benefit eligibility (if any) for
Survivors shall be as set forth in the applicable provisions of the SPD.
2.28 "USERRA" means the Uniformed Services Employment and
Reemployment Rights Act of 1994, as amended from time to time.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
Except as otherwise provided in the SPD, the following provisions shall
govern eligibility and participation:
3.01 Commencement of Participation. Each Eligible Employee of an
Employer Company shall be eligible to participate in the Plan under the terms
and conditions specified in the SPD. Each Eligible Employee who is actively
employed by an Employer Company who completes, or is deemed to have completed,
the enrollment and election procedures described in the SPD may become a
Participant on the date specified therein. Eligibility and participation by
Retirees, Disablees, and Survivors (and their Dependents where applicable) shall
be as set forth in the applicable SPD.
3.02 Enrolled Dependent's Commencement of Participation. Except as
otherwise provided in the SPD, coverage with respect to an Enrolled Dependent
will begin on the same date that coverage begins for the Participant who elects
such Dependent coverage.
3.03 Reinstatement of Former Employee Participant. If a former
Employee returns to active employment as an eligible Employee, he or she will be
reinstated as a Participant as provided in the SPD. Except as otherwise provided
in the SPD, if participation is terminated and resumed within 30 days during the
same Plan Year, participation shall be reinstated in
5
accordance with the individual's most recent election and Payroll Adjustment
Agreement. If the individual is reinstated as an eligible Employee after more
than 30 days or in a subsequent Plan Year, he or she shall be entitled to make a
new election and execute a new Payroll Adjustment Agreement.
3.04 Cessation of Participation. An individual will cease to be an
Enrolled Person, and all Benefit coverage with respect to such individual and
his or her Enrolled Dependents will end, as of the earliest of
(a) the date of the Plan's termination;
(b) except as otherwise set forth in the SPD (with regard
to certain Retirees, Disablees, and Survivors) the date of the Employee
Participant's termination of employment with the Employer Company
(participation ends when specified in the SPD);
(c) the Enrolled Person's loss of eligibility to
participate in the Plan (as set forth in the SPD);
(d) the date on which the Enrolled Person's coverage is
canceled by reason of his or her failure to make timely payment of his
or her share of the cost of Benefit coverage or submission of
fraudulent claims;
(e) with respect to coverage of an Enrolled Dependent
only, the date on which the Dependent loses eligibility because he or
she no longer qualifies as an Enrolled Dependent under the Plan;
(f) except as otherwise required by USERRA, the date of
the Enrolled Person's commencement of military leave.
ARTICLE IV
ELECTION PROCEDURES
Eligibility and participation by Retirees, Disablees, and Survivors
(and their Dependents where applicable) shall be as set forth in the applicable
SPD. Except as otherwise provided in the SPD, the following provisions shall
govern Plan elections for Eligible Employees:
4.01 Election Procedures.
(a) Eligible Employees shall be provided with sufficient
information, including worksheets and election forms as appropriate, by
which each Eligible Employee may enroll in the Plan, may enroll his or
her eligible Dependents in the Plan and may elect Benefits for the
upcoming Plan Year. Enrollment in the Plan for the Plan Year may be
accomplished by either completion of designated written enrollment and
election forms or utilization of a voice response unit or other
comparable electronic communications
6
device, or other reasonable procedure as the Plan Administrator shall
designate. If enrollment is accomplished by means of a voice response
unit, the Enrolled Person shall receive written confirmation of his or
her Benefit election. The Participant's enrollment and Benefit election
shall be effective as of the first day of the upcoming Plan Year and
must be completed on or before such date as the Administrator shall
specify, which date shall not be later than the beginning of the first
pay period of the Plan Year. Each election under this Section 4.01(a)
may be modified by the Employer or the Administrator to the extent
required to enable the Plan, and payments thereunder, to satisfy the
requirements of Code Section 125.
(b) Unless otherwise provided in the SPD, if an Employee
becomes an Eligible Employee after the initial Enrollment Period and
between annual Enrollment Periods, the Eligible Employee may enroll in
the Plan as specified in the SPD.
(c) Each Eligible Employee who enrolls in the Plan and elects
one or more Before-Tax Benefits or After-Tax Benefits shall, by reason
of such election, be deemed to have executed a Payroll Adjustment
Agreement. Each Benefit election and Payroll Adjustment Agreement with
respect to Before-Tax and/or After-Tax Benefits shall remain effective
throughout the Plan Year unless revoked or suspended in accordance with
Section 4.03 or 4.04 of this Plan or because the Participant ceased to
be an Employee. The payroll deduction amount elected by the Participant
in the Payroll Adjustment Agreement shall in no event exceed the
Participant's costs of coverage with respect to the Before-Tax Benefits
or After-Tax Benefits he or she has elected.
(d) Any Eligible Employee who fails to make a timely election
for his or her initial Plan Year will be provided only the Company-Paid
Benefits for which no enrollment is mandated, as set forth in the SPD,
as amended by the Employer from time to time, attached hereto and by
this reference made a part hereof.
(e) Any Participant who fails to make a timely election with
respect to Benefits after his or her initial Plan Year shall be deemed
to have elected the same Before-Tax and/or After-Tax Benefits which he
or she had elected for the prior Plan Year.
4.02 Payroll Deductions. Any portion of the Participant's cost for
Before-Tax and/or After-Tax Benefits shall, on the authority of his or her
Payroll Adjustment Agreement, be deducted from his or her periodic paychecks, on
a corresponding before or after-tax basis. Such deductions shall be made in
approximately equal amounts from each periodic paycheck, determined by dividing
the annual cost of said Benefits by the Participant's annual or remaining number
of pay periods during the Plan Year, or by such other method as the
Administrator may deem practicable.
4.03 Revocation and Modification of Elections.
(a) Once a Participant has elected, or has been deemed to have
elected, Benefits under the Plan, and the Plan Year has begun, he or
she may not revoke his or her election
7
of Pre-Tax Benefits during the Plan Year except as otherwise provided
in (b) or (c) below or under circumstances permitted by Code Section
125 and the regulations promulgated thereunder, as amended from time to
time, if allowed by the Administrator.
(b) A Participant may revoke an election in writing for the
balance of the Plan Year and, if desired, file a new election
(effective prospectively for the remainder of the Plan Year) if both
the revocation and the new election are (1) made on account of and
correspond with a change in status in accordance with Code Section 125
and the regulations promulgated thereunder, and (2) consistent with the
terms of this Plan and any other terms established by the Employer. The
terms of the SPD shall supersede any contrary language in this
subsection 4.03(b) with respect to changes in status.
(c) As set forth in the SPD, the Administrator may permit a
Participant to revoke an election in writing for the balance of the
Plan Year with respect to Benefit coverage if any of the following
occur:
(i) The Administrator determines that a
Participant's Benefit coverage under this
Plan is significantly curtailed or ceases.
In such case, a Participant may revoke the
election and prospectively elect coverage
under another Benefit plan or policy option
which provides similar coverage. Coverage
under an accident or health plan is deemed
"significantly curtailed" only if there is
an overall reduction in coverage provided to
Participants under the Plan so as to
constitute reduced coverage to Participants
in general. The Administrator (in its sole
discretion) will decide, in accordance with
prevailing IRS guidance, whether a
curtailment is "significant", and whether a
substitute Benefit plan or policy
constitutes "similar coverage" based upon
all the surrounding facts and circumstances.
(ii) The Plan adds or eliminates a Benefit plan
or policy. In such case, a Participant may
elect a newly-added option or elect another
Benefit plan or policy (where a Plan option
has been eliminated), and may do so
prospectively on a before-tax basis by
making corresponding election changes with
respect to coverage under another Benefit
plan or policy which provides similar
coverage. The Administrator (in its sole
discretion) will decide, in accordance with
prevailing IRS guidance, whether a
substitute Benefit plan or policy
constitutes "similar coverage" based upon
all the surrounding facts and circumstances.
(iii) The Participant's spouse or Dependent makes
a change in coverage under their employer's
plan. In such case, a Participant may make a
prospective election change that is on
account of and corresponds with a change
made under the plan of the spouse's,
8
former spouse's, or Dependent's employer, so
long as: (a) the cafeteria plan or qualified
benefits plan of the spouse's, former
spouse's, or Dependent's employer permits
its participants to make an election change
that would be permitted under the proposed
or final IRS regulations; or (b) the Plan
permits Participants to make an election for
a Plan Year period of coverage which is
different from the plan year period of
coverage under the cafeteria plan or
qualified benefits plan of the spouse's,
former spouse's, or Dependent's employer.
The Administrator (in its sole discretion)
will decide, based on prevailing IRS
guidance, whether a requested change is on
account of and corresponds with a change
made under the plan of the spouse's, former
spouse's, or Dependent's employer.
(d) The Administrator may establish procedures by which a
Participant may revoke or modify After-Tax Benefit elections.
(e) Any revocation and new election under this Section 4.03
shall be accompanied by the Participant's execution of a revised
Payroll Adjustment Agreement and shall be effective at such time as the
Administrator shall prescribe, but shall not be effective earlier than
the first pay period beginning after the revocation and new election.
4.04 Insignificant Change in Cost of Coverage. If the cost of
coverage with respect to Benefit coverage insignificantly increases or decreases
during a Plan Year, a corresponding change shall be made in Compensation
reductions of all Participants receiving such coverage in an amount to be
determined by the Administrator. The Administrator (in its sole discretion) will
decide, in accordance with prevailing IRS guidance, whether increases or
decreases in cost are "insignificant" based upon all the surrounding facts and
circumstances, including, but not limited to, the dollar amount or percentage of
the cost change.
4.05 No Compensation Deferral and No Carryover of Unused Pre-Tax
Benefits. No Benefit under the Plan shall be paid in any manner that defers the
receipt of Compensation beyond the last day of the Plan Year. No Participant
shall be entitled to carry over any unused Before-Tax Benefits to the succeeding
Plan Year or to reallocate the unused portion to any other Benefit. No Enrolled
Person shall be entitled to receive any unused Before-Tax Benefits in the form
of cash.
4.06 Nondiscrimination Requirements. If the Administrator
determines, before or during any Plan Year, that the Plan may fail to satisfy
for such Plan Year any nondiscrimination requirement imposed by the Code, the
Administrator shall take such action as it deems appropriate, under rules
uniformly applicable to similarly situated participants to assure compliance
with such requirement or limitation. Such action may include, without
limitation, a modification of elections by "highly compensated employees" or
"key employees" without their consent.
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ARTICLE V
BENEFITS AND CLAIMS
Except as otherwise provided in the SPD, the following provisions shall
govern Plan Benefits:
5.01 Benefits Available.
(a) Each Participant may choose, by means of an election and
Payroll Adjustment Agreement made in accordance with Article IV, to
reduce the amount of his or her Compensation for any Plan Year, and to
have such amount applied by the Employer Company toward the cost of
providing one or more Before-Tax, or After-Tax Benefits as selected by
the Participant.
(b) The Before-Tax and/or After-Tax Benefits which a
Participant may elect shall be subject to any additional limitations or
restrictions set forth in the coverage documents for each such Benefit
as described in the SPD.
5.02 Provision of Benefits. The Employer Company shall provide the
Benefits the Participant has elected under the Plan, in accordance with the
terms of such Benefits as described in the SPD, in any other applicable program,
contract or document, and in accordance with any conditions or restrictions
imposed by an insurance company providing any Benefit.
5.03 Insurance Contracts. Some or all of the Benefits provided
under the Plan may, at the discretion of the Employer, be provided by the
purchase of insurance contracts, as described in the SPD. Any dividends,
retroactive rebates, or other refunds or credits which may become payable under
any insurance or health care service contracts or benefit programs shall be the
property of and retained by the appropriate Employer Company. To the extent
there is any conflict between the terms of this Plan or the SPD and the
insurance documents, the insurance documents shall govern.
5.04 Benefit Costs. The cost to Participants of each Benefit shall
be determined by the Employer in a uniform manner. Such costs shall be disclosed
in connection with annual enrollment and are subject to change at the discretion
of the Employer.
5.05 Cancellation of Benefits for Failure to Pay Required
Contributions. Upon an Enrolled Person's failure to pay his or her share of the
cost of Before-Tax, or After-Tax Benefits selected, through payroll adjustment
or otherwise, such coverage shall be canceled. The Enrolled Person shall not be
entitled to reimbursement of any Before-Tax or After-Tax Benefit claims which
are incurred after the effective date of such cancellation for nonpayment.
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5.06 Claims. Except as otherwise provided in the SPD:
(a) Claims payments with respect to Benefits under this Plan
shall be made only with respect to claims or expenses incurred on or
after the date an individual first becomes an Enrolled Person
hereunder, and before the date the Enrolled Person ceases to be
eligible for Benefits. A claim or expense with respect to a Benefit
shall be deemed to be incurred when the Enrolled Person is provided
with the service which gives rise to the expense, not when the Enrolled
Person is billed or charged for the service.
(b) All claims for benefits under the Plan shall be made,
processed and paid in accordance with the terms and conditions of the
SPD and applicable program, insurance contract or other document that
sets forth the terms of such Benefit. With respect to any self-funded
Benefits provided under this Plan, an Enrolled Person's failure to cash
a Benefit check within twelve (12) months of issuance of such payment
shall result in a forfeiture of such payment to the Plan.
(c) An Enrolled Person or other claimant shall be entitled to
reimbursement or payment only if he (or his estate) applies for such
reimbursement or payment on or before the date which is twelve months
following the date the claim with respect to such Benefit was incurred.
5.07 Claims Procedure and Appeal of Benefit Denials. The process by
which a claim for benefits shall be handled by the Administrator and the process
by which a Participant may appeal the denial of a claim for benefits are set
forth in the SPD and incorporated herein by reference. As set forth in the SPD,
insurance carriers (and other entities) may serve as the claims fiduciary with
regard to certain Benefits.
5.08 Coordination of Benefits with Other Plans. As set forth in the
SPD, in the event that an Enrolled Person is entitled to any benefits from
another plan or policy, Benefits under this Plan may be reduced to an amount,
which together with all other amounts paid under any other plan or policy, will
not exceed the Benefits that would in fact be eligible for reimbursement under
this Plan.
5.09 Reimbursement Agreement, Subrogation.
(a) As described in the SPD, if an Enrolled Person receives or
becomes eligible to receive any Medical Benefit ('Reimbursable
Benefit') arising from an accident, injury or illness for which the
Enrolled Person has, may have, or has asserted any claim or rights to
recovery against a third party or parties, then any payments by this
Plan with respect to such Reimbursable Benefit shall be made on the
condition that this Plan will be reimbursed by the Enrolled Person, to
the extent of any amount or amounts received or receivable from or with
respect to the third party or parties, whether by way of suit,
judgment, settlement, compromise or otherwise and without regard to how
the amount received from the third party or parties is characterized.
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(b) The "make whole doctrine" arising under federal common law
and under state law does not apply to the Plan's reimbursement or
subrogation rights. The Plan retains its reimbursement and subrogation
rights described herein regardless of whether the Enrolled Person's
receipt of payment from other sources fully reimburses the Enrolled
Person or whether the Enrolled Person has been "made whole."
(c) To the extent set forth in the SPD, the Enrolled Person
may be obligated to sign a reimbursement agreement, as prescribed by
the Administrator, before any Reimbursable Benefits are paid from this
Plan. If Reimbursable Benefits are to be paid with respect to an
Enrolled Dependent who is a minor, the Administrator may require the
Participant to execute a reimbursement agreement on the minor's behalf.
All Enrolled Persons shall be obligated to cooperate with this Plan in
its efforts to enforce its reimbursement rights and to refrain from any
actions which interfere with those rights. The Plan shall have the
right to take all appropriate actions necessary to enforce its
reimbursement rights in the event that an Enrolled Person refuses to
sign a reimbursement agreement, refuses to reimburse this Plan in
accordance with the Plan's reimbursement rights, or takes any other
action inconsistent with the Plan's reimbursement rights. In such
situations, the Plan's options shall include, without limitation, the
right in appropriate cases to deny Benefits to an individual who
refuses to sign a reimbursement agreement; to institute legal actions
to recover sums wrongfully withheld or to obtain other relief, and/or
to offset wrongfully withheld sums against future Benefit payments
otherwise owed the Enrolled Person. The Plan may pay legal fees and
such other fees as may be necessary in the sole judgment of the
Administrator in order to protect the Plan's reimbursement interests.
(d) The Plan shall be subrogated to all claims, demands,
actions and rights of recovery of the Enrolled Person against a third
party or parties to the extent of any and all payments made by the Plan
with respect to Reimbursable Benefits, and the reimbursement agreement
shall so provide.
ARTICLE VI
COBRA CONTINUATION COVERAGE
The following provisions shall be applicable to the medical benefits
plan, and any other group health plan (as defined by Code ss.ss. 4980B and
5000(b)(1) and the regulations promulgated thereunder) subject to COBRA that
does not otherwise contain COBRA provisions. The intent of this Article is to
extend continuation rights required by COBRA. To the extent greater rights are
provided for hereunder, this Article shall be void.
6.01 Continuation Coverage. Each Enrolled Person who is a
"qualified beneficiary" and who would lose any coverage which is required by law
to be continued as COBRA Continuation Coverage as a result of a "qualifying
event" shall be entitled to elect, within the "election period," "continuation
coverage" under the Plan. For purposes of this Article VII, the terms "qualified
beneficiary," "qualifying event," "election period" and "continuation coverage"
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shall have the same meanings as those provided under Code Section 4980B and
Title 1, Subtitle B, Part 6 of ERISA, as amended from time to time.
6.02 Premium Requirements. In lieu of employee contributions, the
Plan shall require payment of a premium during the period of continuation
coverage up to the maximum premium amount permitted under Code Section 4980B(f)
and Title 1, Subtitle B, Part 6 of ERISA for such Continuation Coverage. Such
premium shall be periodically determined by the Administrator and communicated
to the "qualified beneficiary."
6.03 Notice Requirements. The Plan, the Administrator and the
Employer Company shall provide notice regarding Continuation Coverage as they
may be required to provide under Code Section 4980B and Title 1, Subtitle B,
Part 6 of ERISA, as amended from time to time.
6.04 Election. Except as otherwise specified in an election, an
election to receive Continuation Coverage by an Enrolled Person who is the
Employee or the Employee's spouse shall be deemed to include an election for
continuation coverage on behalf of any other "qualified beneficiary" who would
lose coverage under the Plan by reason of the "qualifying event" giving rise to
the election.
ARTICLE VII
AMENDMENT AND TERMINATION OF PLAN
7.01 Amendment of Plan. The Employer reserves the right to amend
the provisions of the Plan to any extent and in any manner it desires by
execution of a written document executed by the Board or the Committee
describing the intended amendment(s). The SPD attached hereto may be amended at
any time by preparation and publication of a revised SPD (or SMM) by the
Employer.
7.02 Termination of Plan. The Employer or the Employer Company
shall have no obligation whatsoever to maintain the Plan or any Benefit under
the Plan for any given length of time. The Employer reserves the right to
terminate the Plan or any Benefit option under the Plan at any time by written
document executed by the Board or Committee. Upon termination or discontinuance
of the Plan, all elections and Payroll Adjustment Agreements with respect to the
Plan shall terminate, and payments with respect to Benefits shall be made only
with respect to claims incurred on or prior to the date of the Plan's
termination.
7.03 Inclusion of Additional Affiliates. Additional Affiliates (or
groups of Employees of an Affiliate) may be included as Employer Companies for
participation in the Plan by written action of the Committee.
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ARTICLE VIII
ADMINISTRATIVE COMMITTEE
8.01 Administrative Committee.
(a) The Committee shall be responsible for the general
administration of the Plan. As such, the Committee is the "named fiduciary" and
the "Plan Administrator" of the Plan (as those terms are used in ERISA), and is
the agent for the service of process with respect to the Plan. In the absence of
the appointment of a Committee, the functions and powers of the Committee shall
reside with the Employer. The Committee and the members thereof, in the exercise
of their authority, shall discharge their duties with respect to the Plan in
accordance with ERISA and corresponding regulations, as amended from time to
time.
(b) The Committee shall act by a majority of the Committee members
currently in office. Such action may be taken either by a vote at a meeting or
in writing without a meeting. The Board of Directors reserves the right to
remove any Committee member, with or without cause, at any time and to fill such
vacancy thereafter. Committee members may resign at any time, such resignation
to be effective when accepted by the Board of Directors.
(c) The Committee shall establish regulations for the day to day
administration of the Plan. The Committee and its designated agents shall have
the exclusive right and discretion to interpret the terms and conditions of the
Plan and to decide all matters arising with respect to the Plan's administration
and operation (including factual issues). Any interpretations or decisions so
made shall be conclusive and binding on all persons, subject to the claims
procedures set forth in each respective coverage document. Such interpretations
shall be applied in a uniform manner to all similarly situated Enrolled Persons.
The Committee or its designee may pay the expenses of administering the Plan or
may reimburse the Employer or other person performing administrative services
with respect to the Plan if the Employer or such other person directly pays such
expenses at the request of the Committee.
8.02 Authority to Appoint Advisors and Agents. The Committee may
appoint and employ such persons as it may deem advisable and as it may require
in carrying out the provisions of the Plan. To the extent permitted by law, the
Committee shall be fully protected by any action taken in reliance upon advice
given by such persons and in reliance on tables, valuations, certificates,
determinations, opinions and reports which are furnished by any accountant,
counsel, claims administrator or other expert who is employed or engaged by the
Committee.
8.03 Compensation and Expenses of Committee. The members of the
Committee shall receive no compensation for their duties hereunder, but the
Committee shall be reimbursed for all reasonable and necessary expenses which it
incurs in the performance of its duties, including counsel fees and expenses.
Such expenses of the Committee, including the compensation of administrators,
actuaries, counsel, agents or others that the Committee may employ, shall be
paid out of the assets of any trust established in connection with this Plan to
the extent not paid by the Employer Company.
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8.04 Records. The Committee shall keep or cause to be kept accurate
and complete books and records with respect to the operations and administration
of this Plan.
8.05 Indemnification of Committee. The Employer agrees to indemnify
and to defend to the fullest extent permitted by law any employee serving as a
member of the Committee or as its delegate against all liabilities, damages,
costs and expenses, including attorneys' fees and amounts paid in settlement of
any claims approved by the Employer, occasioned by any act or failure to act in
connection with the Plan, unless such act or omission arises out of such
employee's gross negligence, willful neglect or willful misconduct.
8.06 Fiduciary Responsibility Insurance, Bonding. If the Employer
Company has not done so, the Committee may purchase appropriate insurance on
behalf of the Plan and the Plan's fiduciaries, including the members of the
Committee, to cover liability or losses occurring by reason of the acts or
omissions of a fiduciary; provided, however, that such insurance to the extent
purchased by the Plan must permit recourse by the insurer against the fiduciary
in the case of a breach of a fiduciary duty or obligation by such fiduciary. The
cost of such insurance shall be paid out of the assets of the trust, if any,
unless the insurance is provided and paid for by the Employer Company. The
Committee shall also obtain a bond covering all of the Plan's fiduciaries, to be
paid from the assets of the trust fund.
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.01 Plan Is Not an Employment Contract. This Plan is not a
contract of employment, and neither the Plan nor the payment of any Benefits
will be construed as giving to any person any legal or equitable right to
employment by any Employer Company. Nothing herein shall be construed to
interfere with the right of the Employer or any Employer Company to discharge,
with or without cause, any Employee at any time.
9.02 Assignment. If applicable, an Enrolled Person may authorize
the Plan to directly pay the service provider or hospital that provided the
Enrolled Person's covered care and treatment. Except as provided in the
foregoing sentence, and subject to Section 9.06 of this Plan relating to
Qualified Medical Child Support Orders, an Enrolled Person may not assign or
alienate any payment with respect to any Benefit which an Enrolled Person is
entitled to receive from the Plan, and further, except as may be prescribed by
law, no Benefits shall be subject to attachment or garnishment of or for an
Enrolled Person's debts or contracts, except for recovery of overpayments made
on an Enrolled Person's behalf by this Plan.
9.03 Fraud. No payments with respect to Benefits under this Plan
will be paid if the Enrolled Person or the provider of service attempts to
perpetrate a fraud upon the Plan with respect to any such claim. The
Administrator shall have the right to make the final determination of whether a
fraud has been attempted or committed upon the Plan or if a misrepresentation of
fact has been made, and its decision shall be final, conclusive and binding upon
all persons. The
15
Plan shall have the right to fully recover any amounts, with interest,
improperly paid by the Plan by reason of fraud, attempted fraud or
misrepresentation of fact by an Enrolled Person or service provider and to
pursue all other legal or equitable remedies.
9.04 Funding Status of Plan. Except as may otherwise be required by
law, any amount by which a Participant's Compensation is reduced by reason of an
election made under this Plan will remain part of the general assets of the
Employer Company. Except as specifically provided in the SPD, the Benefits
provided hereunder will be paid solely from the general assets of the applicable
Employer Company, and nothing herein will be construed to require any Employer
Company or the Administrator to maintain any fund or segregate any amount for
the benefit of any Enrolled Person. No Enrolled Person or other person shall
have any claim against, right to, or security or other interest in, any fund,
account or asset of the Employer Company from which any payment under the Plan
may be made. Notwithstanding the foregoing, the Employer may establish one or
more voluntary employees beneficiary association (VEBA) Trusts within the
meaning of Code Section 501(c)(9) for the purpose of funding Benefits to be
provided under this Plan.
9.05 Construction. This Plan shall be construed, administered and
enforced according to the laws of the State of Georgia, except to the extent
preempted by federal law. The headings and subheadings are set forth for
convenient reference only and have no substantive effect whatsoever. All
pronouns and all variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular or plural, as the identity of the person, persons or
entity may require.
9.06 Qualified Medical Child Support Orders. The Administrator
shall comply with any "qualified medical child support order" as defined in
ERISA Section 609(a)(2)(A) and shall establish and follow procedures for (i)
notifying Employees and "alternate recipients" (as defined in ERISA Section
609(a)(2)(C)) who have or may have an interest in Benefits which are the subject
of medical child support orders, (ii) determining whether such medical child
support orders are qualified medical child support orders under ERISA, and (iii)
administering the provision of benefits under such qualified medical child
support orders.
9.07 Conclusiveness of Records. The records of the Employer
Companies with respect to age, employment history, compensation, absences,
illnesses and all other relevant matters shall be conclusive for purposes of the
administration of, and the resolution of claims arising under, the Plan.
9.08 Right to Require Information and Reliance Thereon. Each
Employer Company, Plan Administrator, and Claims Administrator shall have the
right to require any Employee to provide it and its agents with such
information, in writing, and in such form as it may deem necessary to the
administration of the Plan and may rely on that information in carrying out its
duties hereunder. Any payment to an Employee in accordance with the provisions
of the Plan in good faith reliance upon any written information provided by the
Employee shall be in full satisfaction of all claims by the Employee.
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9.09 Income and Employment Taxes. In the event an Employee is to
receive a cash benefit payment under the Plan, the Employee shall bear the
expense of any income tax required to be withheld from and any employment tax
imposed on the Employee with respect to the cash payment. In the Plan
Administrator's discretion, the amount of any applicable tax may be deducted
from the cash payment, or paid by the Eligible Employee in any other manner
permitted by the Plan Administrator.
9.10 Disaggregation for Certain Discrimination Testing. To the
extent that the Plan provides different Benefits (or levels of Benefits) to
part-time and full-time Employees (or imposes different Employee contribution
rates) or different classifications of Employees (as described in the various
SPD), then solely for purposes of Code Section 105(h) and pursuant to the
authority of Treasury Regulation Section 1.105-11(c)(4), the Plan shall be
designated as separate Plans, one for part-time Employees and one for full-time
Employees and one for each separate classification of Employees described in
Appendix A.
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IN WITNESS WHEREOF, Genuine Parts Company based on action by the Board
of Directors, has executed this Plan this 29th day of December, 1999.
GENUINE PARTS COMPANY
ATTEST: BY:/s/ Edward J Van Stedum
-------------------------------------
/s/ Carol Yancey, Vice Pres & Corp Sec TITLE:Senior Vice Pres, Human Resources
- -------------------------------------- ----------------------------------
(CORPORATE SEAL)
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