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EXHIBIT 10.12
GENUINE PARTS COMPANY
PENSION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1989
UNLESS OTHERWISE SPECIFIED HEREIN)
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GENUINE PARTS COMPANY
PENSION PLAN
TABLE OF CONTENTS
ARTICLE I - INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.01 History of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 New Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.03 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.04 Accrued Benefits Under This Plan and Under Prior Plan . . . . . . . . . . . . . . 2
1.05 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.01 Accrued Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.02 Act or ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.03 Actuarial Equivalent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.04 Actuary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.05 Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.06 Alternate Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.07 Annuity Starting Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.08 Anticipated Social Security Benefit . . . . . . . . . . . . . . . . . . . . . . . 5
2.09 Authorized Absence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.10 Average Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.11 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.12 Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.13 Break in Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.14 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.15 Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.16 Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.17 Cost of Living Factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.18 Credited Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.19 Delayed Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.20 Disability Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.21 Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.22 Earliest Retirement Age . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.23 Early Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.24 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.25(a) Eligible Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.25(b) Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.26 Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.27 Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.28 Fiduciary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
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2.29 Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.30 Highly Compensated Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.31 Hours of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.32 Insurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.33 Normal Retirement Age . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.34 Normal Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.35 Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.36 Participating Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.37 Pension Committee or Committee . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.38 Permanent Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.39 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.40 Plan Administrator or Administrator . . . . . . . . . . . . . . . . . . . . . . . 14
2.41 Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.42 Predecessor Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.43 Pre-Retirement Survivor Annuity . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.44 Prior Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.45 Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.46 Retirement Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.47 Safekeeping Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.48 Spouse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.49 Termination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.50 Treasury Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.51 Trust or Trust Agreement or Trust Fund or Fund . . . . . . . . . . . . . . . . . 16
2.52 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.53 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE III - PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE IV - RETIREMENT DATES AND BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.01 Normal Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.02 Early Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.03 Permanent Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.04 Delayed Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.05 Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.06 Suspension of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.07 Reduction of Benefit in Certain Cases . . . . . . . . . . . . . . . . . . . . . . 26
4.08 Increase in Benefits for Retired Participants . . . . . . . . . . . . . . . . . . 28
4.09 Minimum Benefit of Prior Plans . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.10 Grandfathered Retirement Benefits . . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE V - DEATH BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.01 Pre-Retirement Survivor Annuity . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.02 Alternate Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
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5.03 Death After Normal Retirement Date but Prior to Delayed Retirement Date . . . . . 34
5.04 Death On or After the Annuity Starting Date . . . . . . . . . . . . . . . . . . . 35
5.05 Purchase of Insurance Policies . . . . . . . . . . . . . . . . . . . . . . . . . 35
ARTICLE VI - OPTIONAL FORMS OF RETIREMENT INCOME . . . . . . . . . . . . . . . . . . . . . . . 37
6.01 Automatic Forms of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.02 Optional Forms of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.03 Special Distribution Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.04 Small Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.05 Application For Commencement of Benefits . . . . . . . . . . . . . . . . . . . . 41
6.06 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.07 Direct Rollover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
ARTICLE VII - METHOD OF FINANCING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.01 Establishment of Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.02 Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.03 Participant Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.04 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
ARTICLE VIII - ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
8.01 Named Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
8.02 Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
8.03 Trustee(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
8.04 Safekeeping Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
8.05 Insurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
8.06 Pension Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
8.07 Standard of Fiduciary Duty . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.08 Indemnification of Committee . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.09 Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.10 Appointment of Investment Manager . . . . . . . . . . . . . . . . . . . . . . . . 51
ARTICLE IX - AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.01 Amendment of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.02 Termination of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.03 Restriction on Certain Benefits and Distributions . . . . . . . . . . . . . . . . 55
9.04 Adoption of the Plan by a Participating Employer . . . . . . . . . . . . . . . . 56
ARTICLE X - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.01 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.02 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.03 Spendthrift Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.04 Legally Incompetent, Minors . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.05 Discrimination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
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10.06 Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.07 Compliance with Applicable Laws . . . . . . . . . . . . . . . . . . . . . . . . 60
10.08 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
ARTICLE XI - SPECIAL PROVISIONS REGARDING SAFEKEEPING TRUST . . . . . . . . . . . . . . . . . . 61
ARTICLE XII - TOP HEAVY RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
12.01 General Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
12.02 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
12.03 Minimum Accrued Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
12.04 Form of Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
12.05 Nonforfeitability of Employer Top-Heavy Contribution . . . . . . . . . . . . . . 64
12.06 Minimum Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
12.07 Combined Plan Limitation For Top Heavy Years . . . . . . . . . . . . . . . . . . 65
ARTICLE XIII - MAXIMUM BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
13.01 General Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
13.02 Combined Plan Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
13.03 Grandfather Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
13.04 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
ARTICLE XIV - HIGHLY COMPENSATED EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . 70
14.01 In General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
14.02 Highly Compensated Employees . . . . . . . . . . . . . . . . . . . . . . . . . . 70
14.03 Former Highly Compensated Employee . . . . . . . . . . . . . . . . . . . . . . . 70
14.04 Family Aggregation Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
14.05 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
14.06 Other Methods Permissible . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
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GENUINE PARTS COMPANY
PENSION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1989)
ARTICLE I
INTRODUCTION
1.01 History of the Plan. Prior to January 1, 1984, the Company
maintained the Predecessor Plans covering different groups of its
employees. Effective January 1, 1984, the Predecessor Plans were
merged together in accordance with Code Section 414(l) to form the
Genuine Parts Company Pension Plan (the "Prior Plan"). The Prior
Plan assumed all liabilities for retirement benefits accrued prior
to January 1, 1984 under the merged plans. The Prior Plan was
maintained as a plan meeting the requirements of qualification
under Code Section 401(a).
1.02 New Plan. Effective January 1, 1989, the Prior Plan is continued
in an amended and restated form as set forth in its entirety in
this document for the purpose of complying with the provisions of
the Employee Retirement Income Security Act of 1974 as amended and
maintaining qualification under Section 401(a) of the Internal
Revenue Code of 1986, as amended. S.P. Richards Company, Balkamp,
Inc., NAPA, Inc. and Motion Industries, Inc. will also adopt this
document as Participating Employers
1.03 Effective Date. The Plan shall be effective January 1, 1989 except
as described below or as otherwise provided herein:
(a) Section 2.03 relating to the actuarial assumptions used in
the Plan shall be effective January 1, 1987;
(b) Section 2.08 relating to a Participant's Anticipated Social
Security Benefits shall be effective January 1, 1987, but
only for those Employees who accrue an Hour of Service on
or after that date;
(c) Sections 2.18(g), 4.04, and 4.06 relating to the accrual of
benefits beyond age 65 shall be effective January 1, 1988,
but only for those Employees who accrue an Hour of Service
on or after that date;
(d) Section 2.21, the definition of Earnings, shall be
effective July 1, 1988;
(e) Section 2.34, the definition of Normal Retirement Age,
shall be effective January 1, 1988;
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(f) Article III which permits Employees who are hired on or
after their 60th birthday to participate in the Plan shall
be effective January 1, 1988, but only for those Employees
who accrue an Hour of Service on or after that date;
(g) Section 6.07 relating to Direct Rollovers shall be
effective January 1, 1993;
(h) Article XIII relating to maximum benefit levels shall be
effective January 1, 1987; and,
(i) Article XIV, defining a Highly Compensated Employee, is
effective January 1, 1987.
1.04 Accrued Benefits Under This Plan and Under Prior Plan. Only
Participants who earn an Hour of Service after the Effective Date
shall have their Accrued Benefit determined under the provisions of
this Plan. All other Participants shall have their Accrued Benefit
determined in accordance with the terms and provisions of the Prior
Plan. However, all Participants who have an Accrued Benefit under
the Plan or Prior Plan shall receive a distribution of their
Accrued Benefit in accordance with this Plan.
1.05 Purpose. The purpose of this Plan (and the Trust Agreement) is to
reward the loyal and efficient services of the Employees and to
stimulate in them an interest in the successful operation of the
Company's business by providing the benefits of a qualified
retirement plan. This Plan shall be maintained for the exclusive
benefit of the Participants and their Beneficiaries and shall be
administered and interpreted in accordance with such purpose.
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ARTICLE II
DEFINITIONS
2.01 Accrued Benefit.
(a) In General. For purposes of this Plan, the term
"Accrued Benefit" shall mean the Participant's
Projected Retirement Income multiplied by a fraction.
The numerator of the fraction is the Participant's
actual years of Credited Service. The denominator of
the fraction is the Participant's projected years of
Credited Service assuming the Participant had
terminated his Employment on his Normal Retirement
Date. The Projected Retirement Income of a Participant
with fifteen or more years of Credited Service is the
Participant's Retirement Income as determined in
Section 4.01(b) assuming the Participant terminated his
Employment on his Normal Retirement Date and based on
his Average Earnings as of his termination of
Employment. The Projected Retirement Income of a
Participant with less than fifteen years of Credited
Service is the Participant's Retirement Income as
determined in Section 4.01(c) assuming the Participant
terminated his Employment on his Normal Retirement Date
and based on his Average Earnings as of his termination
of Employment.
(b) $200,000 Earnings Limit. Effective January 1, 1989,
the Plan must limit Earnings during a Plan Year
(including Plan Years before and after January 1, 1989)
to $200,000, adjusted annually by the Cost of Living
Factor (see Plan Section 2.21). Notwithstanding the
$200,000 limit, a Participant's Accrued Benefit shall
not be less than the Participant's Accrued Benefit as
of December 31, 1988 (determined without regard to the
new $200,000 limit).
(c) $150,000 Earnings Limit. Effective January 1, 1994,
the Plan must limit Earnings during a Plan Year
(including Plan Years before and after January 1, 1994)
to $150,000, adjusted annually by the Cost of Living
Factor (see Plan Section 2.21). Notwithstanding the
$150,000 limit, a Participant's Accrued Benefit shall
not be less than the greater of:
(1) the Participant's Accrued Benefit as of December
31, 1993, (determined without regard to the new
$150,000 limit but after application of the
$200,000 limit of paragraph (b)) plus the
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Participant's Accrued Benefit earned after
December 31, 1993 (determined with the $150,000
limit); or,
(2) the Participant's Accrued Benefit for all years of
Credited Service both before and after December
31, 1993 (determined with the $150,000 limit).
2.02 Act or ERISA shall mean Public Law No. 93-406, the Employee
Retirement Income Security Act of 1974, as the same may be amended
from time to time.
2.03 Actuarial Equivalent shall mean a benefit of equivalent value
computed in accordance with the actuarial assumptions described
below. These actuarial assumptions shall be effective as of
January 1, 1987.
(a) The UP 1984 Mortality Table without any adjustments.
(b) An effective annual interest rate of 8%, except that for
purposes of calculating single sum values, the rate shall
be determined under 2.03(c) below.
(c) For purposes of computing single sum values, the interest
rate shall be the interest rate which would be applied by
the Pension Benefit Guaranty Corporation for purposes of
determining the present value of the Participant's benefits
under the Plan if the Plan had terminated on January 1 of
the applicable Plan Year with insufficient assets to
provide benefits guaranteed by the Pension Benefit Guaranty
Corporation on that date.
2.04 Actuary shall mean an Actuary selected by the Company (or a firm of
Actuaries) who is enrolled under Subtitle C of Title III of the
Act.
2.05 Affiliate shall mean the Company and any corporation which is a
member of a controlled group of corporations (as defined in Code
Section 414(b)) which includes the Company; any trade or business
which is under common control (as defined in Code Section 414(c))
with the Company; any organization which is a member of an
affiliated service group (as defined in Code Section 414(m)) which
includes the Company; and any other entity required to be
aggregated with the Company pursuant to regulations under Code
Section 414(o).
2.06 Alternate Death Benefit shall have that meaning as defined in
Section 5.02.
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2.07 Annuity Starting Date shall mean the earliest of the following
dates:
(i) For Participants who terminate their Employment and
commence to receive Retirement Income under Section 4.01,
the Participants' Normal Retirement Date;
(ii) For Participants who terminate their Employment and
commence to receive Retirement Income under Section 4.02,
the Participants' Early Retirement Date;
(iii) For Participants who are Permanently Disabled and
commence to receive Retirement Income under Schedule D, the
Participant's Disability Retirement Date as defined in
Schedule D;
(iv) For Participants who terminate their Employment and
commence to receive Retirement Income under Section 4.04,
the Participants' Delayed Retirement Date; and
(v) For Participants who terminate their Employment with
less than 15 years of Credited Service and are therefore
entitled to a Retirement Income under Section 4.05, the
Participants' Normal Retirement Date.
2.08 Anticipated Social Security Benefit shall mean the estimated
monthly primary insurance amount which is or will become payable to
a Participant at the Participant's Social Security Retirement Age
(as defined in Code Section 415(b)(8)), based on the Social
Security Act in effect on the date of determination of the benefit,
without taking into account any undetermined future automatic
adjustments in (i) benefits and (ii) the contribution and benefit
base, and on uniform rules adopted by the Committee, assuming:
(a) that his Earnings at date of determination of his benefit
under the Plan remains in effect thereafter to his Social
Security Retirement Age; and
(b) the earnings test for purposes of determining eligibility
for the Social Security benefit shall not apply.
The Anticipated Social Security Benefit shall become fixed as of
the Participant's Retirement, or, if earlier, the date on which his
Employment terminates (most recent date of termination for a
reemployed employee).
In determining a Participant's Anticipated Social Security Benefit,
the Committee shall estimate the Participant's compensation for all
years prior to the
- 5 -
11
Participant's Termination Date. The Participant's estimated
compensation shall be determined by applying a salary scale (six
percent (6%) per annum), projected backwards, to the Participant's
Earnings at the time of the Participant's Termination Date.
Each Participant shall have the right to have his Anticipated
Social Security Benefit computed on the basis of the Participant's
actual salary history instead of using the Participant's estimated
compensation. If the Participant supplies his actual salary
history within a reasonable period of time following the
Participant's Termination Date or, if later, following the date the
Participant receives notice of his right to supply actual salary
history, the Participant's Retirement Income will be adjusted based
on the Participant's actual salary history.
After the Participant's Termination Date, the Plan Administrator
shall notify the Participant of his right to supply actual salary
history and the financial consequences of failing to provide such
salary history. Such notice shall state that actual salary history
can be obtained from the Social Security Administration. In
addition, the Plan Administrator shall provide written notice to
each Participant of the right to supply actual salary history at
the time a summary plan description is provided to the Participant.
This Section 2.08 shall be effective January 1, 1987 but only for
those Participants with an Hour of Service on or after that date.
2.09 Authorized Absence shall mean any temporary layoff or any absence
authorized by the Employer under the Employer's standard personnel
practices provided that all persons under similar circumstances
must be treated alike in the granting of such Authorized Leaves of
Absence and provided further that the Participant returns within
the period of authorized absence. An absence due to service in the
Armed Forces of the United States shall be considered an Authorized
Absence to the extent required by federal law. Employees on
Authorized Absence will be deemed to be in active Employment for
purposes of Credited Service (but not for other purposes such as
eligibility for the Alternate Death Benefit).
2.10 Average Earnings shall mean the average of the Participant's
monthly Earnings for the highest five (5) calendar years of
Employment out of the last complete ten (10) calendar years of
Employment (or during total Employment if less) immediately
preceding the Participant's Termination of Employment. Average
Earnings shall be determined by dividing the total Earnings
received by the Participant during the appropriate five (5)
calendar year period by the number of months for which he received
Earnings in such period. If the Participant's
- 6 -
12
Earnings in the calendar year in which the Participant terminates
Employment will increase the Participant's Average Earnings, such
Earnings shall be counted as part of the Participant's 10 complete
calendar years of Employment.
2.11 Beneficiary shall have the following meaning:
(a) Unmarried Participants, may designate any individual(s),
trust(s), estate(s), partnership(s), corporation(s) or
other entity or entities as Beneficiaries in accordance
with procedures established by the Committee to receive any
distribution to which the Participant is entitled under the
Plan in the event of the Participant's death. The
Committee may require certification by a Participant in any
form it deems appropriate of the Participant's marital
status prior to accepting or honoring any Beneficiary
designation. Any Beneficiary designation by an unmarried
Participant shall be void if the Participant revokes the
designation or marries. Any Beneficiary designation by an
unmarried Participant shall also be void to the extent that
it conflicts with the terms of a qualified domestic
relations order.
If an unmarried Participant fails to designate a
Beneficiary or if the designated Beneficiary fails to
survive the Participant and the Participant has not
designated a contingent Beneficiary, the Beneficiary shall
be the surviving descendants of the Participant (who shall
take per stirpes) and if there are no surviving
descendants, the Beneficiary shall be the Participant's
estate. For the purposes of the foregoing sentence, the
term "descendants" shall include any persons adopted by a
Participant or by any of his descendants.
(b) A married Participant's Beneficiary shall be his Spouse
unless the Participant has designated a non-Spouse
Beneficiary (or Beneficiaries) with the written consent of
his Spouse given in the presence of a notary public on a
form provided by the Committee, or unless the terms of a
qualified domestic relations order require payment to a
non-Spouse Beneficiary. A married Participant's
designation of a non-Spouse Beneficiary in accordance with
the preceding sentence shall remain valid until revoked by
the Participant or until the Participant marries a Spouse
who has not consented to a designation in accordance with
the preceding sentence.
For the purposes of this Section, revocation of prior
Beneficiary designations will occur when a Participant; (i)
files a valid designation with the Committee, or (ii) files
a signed statement with the Committee evidencing his intent
to revoke any prior designations.
- 7 -
13
2.12 Board shall mean the Board of Directors of the Company.
2.13 Break in Service shall occur if the Employee ceases to be employed
by the Employer and does not resume employment for seven or more
consecutive years.
2.14 Code shall mean the Internal Revenue Code of 1986, as amended. A
reference to a specific provision of the Code shall include such
provision and any applicable Treasury Regulation pertaining
thereto.
2.15 Company shall mean Genuine Parts Company and its successors or
assigns who adopt this Plan.
2.16 Contributions shall mean the Employer contributions to the Fund
made in accordance with Article VII.
2.17 Cost of Living Factor shall mean the cost of living factor
prescribed by the Secretary of the Treasury under section 415(d) of
the Code for years beginning after December 31, 1987, as applied to
such items and in such manner as the Secretary may provide.
2.18 Credited Service shall mean the number of years of service as an
Employee of Employer (with proportionate allowance for fractional
years) both before and after the Effective Date which shall be
measured in accordance with the following rules:
(a) Except as provided below, an Employee shall receive
Credited Service for the elapsed time of his Employment
from the date on which the Employee first performs an Hour
of Service for the Employer to his Termination Date. If an
Employee has a Termination Date and is subsequently
rehired, such Employee shall again receive Credited Service
(subject to the Break in Service rules set forth below)
beginning on the date of the Employee's first Hour of
Service on or after his reemployment and ending on his
subsequent Termination Date.
(b) Credited Service shall not include any period of Employment
which precedes a Break in Service if as of the first day of
the Break in Service,
- 8 -
14
the Employee is not entitled to a nonforfeitable Retirement
Income under Section 4.05.
(c) Credited Service shall not include any period of service as
an Employee of Employer during which an Employee is a
member of a collective bargaining unit whose Employees are
covered by a retirement or pension plan to which Employer
contributes (other than this Plan) except to the extent
provided in 4.07.
(d) Credited Service shall not include any period of Employment
with a Participating Employer prior to its designation as a
Participating Employer or any period of employment with a
predecessor business prior to its acquisition by Employer
except to the extent provided in Schedules A and B.
(e) An Employee's service with an Affiliate shall be considered
Employment with the Employer; provided, however, that any
benefit payable under this Plan shall be reduced on an
Actuarial Equivalent basis by 100% of the value of any
benefits received or payable from any qualified employee
benefit plan maintained by such Affiliate.
(f) Credited Service shall not include any period of service in
the military; except to the extent such service is required
to be credited under applicable federal law.
(g) Credited Service shall not be reduced or discontinued
merely because the Participant attains his Normal
Retirement Age. This provision is effective January 1,
1988 for each Employee who earns an Hour of Service on or
after that date.
(h) Prior to January 1, 1988, Employees who were hired on or
after their 60th birthday were not eligible to participate
in the Plan. Any such Employee who accrues an Hour of
Service on or after January 1, 1988 shall, subject to the
rules set forth in this Section 2.18, receive Credited
Service for their entire period of Employment.
2.19 Delayed Retirement Date shall mean for a Participant who continues
his Employment beyond his Normal Retirement Date, the first day of
the month coincident with or immediately following such
Participant's termination of Employment.
2.20 Disability Retirement Date. See Schedule D.
- 9 -
15
2.21 Earnings shall be determined in accordance with the following
rules:
(a) Except as provided below, Earnings means the Participant's
total compensation including wages, salaries, and other
amounts received for personal services actually rendered in
the course of Employment (including commissions, overtime
and bonuses). However, Earnings shall NOT include
reimbursements or other expense allowances, fringe benefits
(cash and non cash), moving expenses, deferred compensation
and welfare benefits. Earnings SHALL include any
compensation which is not includible in the Participant's
gross income by reason of Code Section 402(a)(8) (Employee
pre-tax contributions to the Genuine Partnership Plan),
Code Section 125 (Employee salary deferrals under the
Genuine Parts Company Section 125 Plan), and Code Sections
402(h), 457(b) and 414(h)(2) (none of which currently apply
to the Company).
(b) Effective for January 1, 1989, the Plan shall not take into
account more than $200,000 in Earnings for any Plan Year
(including Plan Years prior to January 1, 1989). The
$200,000 limit will be adjusted annually by the Cost of
Living Factor. However, any increase in the $200,000 limit
shall apply only to Earnings taken into account for the
Plan Year in which the increase is effective and shall not
apply retroactively. In no event will the $200,000 limit
described above reduce a Participant's Accrued Benefit as
of December 31, 1988.
(c) Effective for January 1, 1994, the Plan shall not take into
account more than $150,000 in Earnings for any Plan Year
(including Plan Years prior to January 1, 1994). The
$150,000 limit will be adjusted annually by the Cost of
Living Factor. However, any increase in the $150,000 limit
shall apply only to Earnings taken into account for the
Plan Year in which the increase is effective and shall not
apply retroactively. In no event will the $150,000 limit
described above reduce a Participant's Accrued Benefit as
of December 31, 1993.
2.22 Earliest Retirement Age shall mean the Participant's Normal
Retirement Date. However, if the Participant has 15 or more years
of Credited Service, the Participant's Earliest Retirement Age
shall be the first day of the month coincident with or immediately
following the date the Participant attains (or would have attained)
his Early Retirement Date.
2.23 Early Retirement Date shall mean the first day of the month
coincident with or immediately following the day on which the
Participant (i) completes fifteen (15)
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16
years of Credited Service and has attained age fifty-five (55) and
(ii) actually terminates his Employment.
2.24 Effective Date shall mean January 1, 1989.
2.25 (a) Eligible Employee shall mean, except for those Employees
identified in the following sentence, all Employees employed by the
Employer. The following Employees shall not be considered Eligible
Employees: (i) any employee included in a collective bargaining unit
for which a labor organization is recognized as collective bargaining
agent unless such employee has been designated by the Committee as an
"Eligible Employee" for the purposes of this Plan, (ii) any Employee
who is a nonresident alien and who does not receive earned income from
the Employer which constitutes income from sources within the United
States, or (iii) any "leased employee," within the meaning of Code
Section 414(n)(2), with respect to the Employer.
(b) Employee shall mean any person employed by or on Authorized
Absence from the Employer, and any person who is a "leased employee"
within the meaning of Code Section 414(n)(2) with respect to the
Employer. However, if such "leased employees" constitute less than 20
percent of the Employer's combined non-highly compensated work force,
within the meaning of Code Section 414(n)(1)(C)(ii), the term
"Employee" shall not include "leased employees" covered by a plan
described in Code Section 414(n)(5).
2.26 Employer shall mean the Company and any Participating Employer.
All Participating Employers are listed on Schedule A.
2.27 Employment shall mean the active service of an Employee with the
Employer. Employment with a Participating Employer prior to its
designation as a Participating Employer and employment with a
predecessor business prior to its acquisition by Employer shall be
counted as employment with the Employer only to the extent provided
Schedules A or B.
2.28 Fiduciary shall mean a party named as a Fiduciary in Section 8.01.
Any party shall be considered a fiduciary of the Plan only to the
extent of the powers and duties specifically allocated to such
party under the Plan.
2.29 Fund shall mean the money and other properties held and
administered by the Trustee in accordance with the Plan and Trust
Agreement. It is expressly
- 11 -
17
intended that multiple trust funds may be established under this
Plan, which together shall comprise the Fund hereunder. See
Section 2.51 and Schedule C.
2.30 Highly Compensated Employee. See Article XIV.
2.31 Hours of Service shall mean:
(a) Each hour for which an Employee is paid, or entitled to
payment, for performance of duties for an Employer or
Employers.
(b) Each hour for which an Employee is paid, or entitled to
payment, by an Employer or Employers, on account of a
period of time during which no duties are performed
(irrespective of whether the employment relationship is
terminated) due to vacation, holiday, illness, incapacity
(including disability), layoff, jury duty, military duty,
or an Authorized Absence; provided that in no event, shall
an Employee receive credit for more than 501 Hours of
Service for any single continuous period of non-working
time. However, no Hours of Service shall be granted for
any direct or indirect payment or for any entitlement to
payment if (i) such payment is made or due under a plan
maintained solely for the purpose of complying with
applicable worker's compensation laws, unemployment laws or
disability insurance laws or (ii) such payment is intended
to reimburse an employee for his or her medical or
medically related expenses.
(c) Each hour for which an Employee is on an Authorized Absence
by reason of: (i) the pregnancy of the Employee, (ii)
birth of a child of the Employee, (iii) placement of a
child with the Employee in connection with the adoption of
the child by the Employee, or (iv) caring for a child
referred to in paragraphs (i) through (iii) immediately
following birth or placement. Hours credited under this
paragraph shall be credited at the rate of 10 hours per
day, 45 hours per week but shall not, in the aggregate,
exceed the number of hours required to prevent the Employee
from incurring a Break in Service under Code Section
410(a)(5) (a maximum of 501 hours) during the first
computation period in which a Break in Service would
otherwise occur.
(d) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by an Employer or
Employers.
(e) In lieu of the foregoing, an Employee who is not
compensated on an hourly basis (such as salary, commission
or piecework Employees) shall be credited with 45 Hours of
Service for each week (or ten Hours of
- 12 -
18
Service for each day) in which such Employee would be
credited with Hours of Service if hourly paid. However,
this method of computing Hours of Service may not be used
for any Employee whose Hours of Service is required to be
counted and recorded by any Federal Law, such as the Fair
Labor Standards Act. Any such method must yield an
equivalency of at least 1,000 hours per computation period.
The following rules shall apply in determination of whether an
Employee completes an "Hour of Service":
1. The same hours shall not be credited under
subparagraphs (a), (b) or (c) above, as the case
may be, and subparagraph (d) above; nor shall the
same hours credited under subparagraphs (a)
through (d) above be credited under subparagraph
(e) above;
2. The rules relating to determining Hours of Service
for reasons other than the performance of duties
and for crediting Hours of Service to particular
periods of employment shall be those rules stated
in Department of Labor Regulations Title 29,
Chapter XXV, Subchapter C, part 2530, Sections
200b2(b) and 200b2(c), respectively.
2.32 Insurer shall mean a legal reserve life insurance company which
issues a policy of life insurance or a group annuity contract under
the Plan.
2.33 Normal Retirement Age shall mean the Participant's 65th birthday
or, if later, the fifth anniversary of the date the Participant
commenced participation in the Plan.
2.34 Normal Retirement Date shall mean the first day of the month
coincident with or next following the Participant's Normal
Retirement Age.
2.35 Participant shall mean an Employee who becomes eligible to
participate in the Plan as provided in Article III.
2.36 Participating Employer shall mean any corporation and any other
entity that is designated by the Committee as a Participating
Employer under the Plan. See Section 9.04 for provisions relating
to a Participating Employer's adoption of this Plan. All
Participating Employers, groups of employees designated as
participating in the Plan by such Participating Employers (if not
all employees), and the effective date of each Company's
designation as a Participating Employer shall be specified in
Schedule A.
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19
2.37 Pension Committee or Committee shall mean the committee of persons
appointed by the Board to administer the Plan in accordance with
the terms of Article VIII.
2.38 Permanent Disability shall mean a physical or mental condition of a
Participant resulting from bodily injury, disease, or mental
disorder which (i) for a Participant who is not in active
Employment on or after January 1, 1993, entitles the Participant to
Social Security disability benefits or (ii) for a Participant who
is in active Employment on or after January 1, 1993, results in the
Participant receiving long term disability benefits under The
Genuine Parts Company Long Term Disability Plan. A Participant's
Permanent Disability will end on the date the Participant is no
longer receiving disability benefits (i) under Social Security for
a Participant who is not in active Employment on or after January
1, 1993, or (ii) under The Genuine Parts Company Long Term
Disability Plan for a Participant who is in active Employment on or
after January 1, 1993.
2.39 Plan shall mean the Genuine Parts Company Pension Plan as set forth
in this document together with any subsequent amendments hereto.
2.40 Plan Administrator or Administrator shall mean the committee of
persons appointed by the Board pursuant to Article VIII to
administer the Plan. The committee of such persons shall also be
known as the Pension Committee and all references in the Plan to
the Plan Administrator shall be deemed to apply to the Pension
Committee and vice versa. The committee of such persons is hereby
designated as the "Administrator" of the Plan within the meaning of
Section 3(16) of the Act and as the agent for the service of legal
process for the purposes of Section 102(b) of the Act.
2.41 Plan Year shall be the calendar year.
2.42 Predecessor Plans shall mean the following qualified defined
benefit plans established prior to January 1, 1984 for employees of
the Company:
Name of Plan Effective Date
------------ --------------
Genuine Parts Company Pension Plan 01/01/74
S. P. Richards Company Pension Plan 01/01/56
General Automotive Parts Pension Plan 01/01/64
(which does not include union
employees covered under the plan
of Union Automotive Association of
St. Louis, Inc. or any successor
thereto)
- 14 -
20
Pension Plan for the Employees of 01/01/65
Standard Unit Parts Corporation
(including Manco, Inc., an
associate employer)
Retirement Plan for Employees of 01/01/63
Balkamp, Inc. (which includes
NAPA Headquarters employees)
Restated NAPA Des Moines Warehouse 08/13/74
2.43 Pre-Retirement Survivor Annuity shall have that meaning as defined
in Section 5.01.
2.44 Prior Plan shall mean the Genuine Parts Company Plan as in effect
on the day preceding the Effective Date.
2.45 Retirement shall mean the date the Participant actually ceases
Employment for Early Retirement, Normal Retirement, Delayed
Retirement or (prior to January 1, 1993) Disability Retirement,
whichever is applicable.
2.46 Retirement Income shall mean any amount payable to or on behalf of
a Participant, Beneficiary or Spouse in accordance with the
provisions of the Plan.
2.47 Safekeeping Trust shall have the meaning described in Section
11.01.
2.48 Spouse shall mean, as of any applicable date, a person who:
(a) was married to a Participant in a religious or civil
ceremony recognized under the laws of the state where the
marriage was contracted;
(b) was married to the Participant on the Participant's Annuity
Starting Date; and
(c) for purposes of Article V (Death Benefits) was married to
the Participant throughout the one-year period ending on
the Participant's death.
A Participant shall not be considered married to another person as
a result of any common law marriage whether or not such common law
marriage is recognized by applicable state law. The Participant's
Spouse as of the Participant's Annuity Starting Date shall continue
to be the Participant's Spouse for purposes of this Plan (unless
otherwise provided in a qualified domestic relations order)
notwithstanding the subsequent death or divorce of such Spouse and
the remarriage of the Participant.
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21
2.49 Termination Date shall mean the first to occur of the following
events:
(a) Voluntary resignation from service of the Employer; or
(b) Discharge from the service of the Employer by the Employer;
or
(c) Retirement; or
(d) Death; or
(e) Permanent Disability; or
(f) The first anniversary of the date the Employee ceases
Employment for any reason not described above (e.g.,
vacation, holiday, sickness, disability (but not disability
retirement described in Schedule D), leave of absence, or
layoff).
If, however, an Employee terminates his Employment on account of an
event described in paragraphs (a) - (c) above and the Employee
performs an Hour of Service within twelve months following such
termination of Employment (or such lesser period as provided in
Treasury Regulation Section 1.410(a)-7(d)(iii)(B)), the Employee
shall be considered as having been in active Employment during such
period of absence. An Employee on Authorized Absence will not have
a Termination Date earlier than the end of such Authorized Absence.
2.50 Treasury Regulations shall mean regulations pertaining to certain
Sections of the Code as issued by the Secretary of the Treasury.
2.51 Trust or Trust Agreement or Trust Fund or Fund shall refer to the
Fund established pursuant to one or more agreements of trust
entered into between the Employer and one or more trustees
(sometimes referred to as sub-trusts), which governs the creation
and maintenance of the Fund, and all amendments thereto which may
hereafter be made. References to Trust and Trust Agreement shall
include the Safekeeping Trust described in Section 11.01. It is
expressly intended that multiple sub-trusts may be established
under this Plan, which together shall comprise the Trust Fund
hereunder and that all of the sub-trusts shall be considered to be
a single trust fund for purposes of Section 1.414(1)-1(b)(1) of
the Treasury Regulations. The term Trust Fund shall also be deemed
to include any fund existing pursuant to any deposit administration
or group annuity contract between the Company and/or the Trustee
and an Insurer. Each trust agreement or contract with an Insurer
established pursuant to this Plan shall be listed on Schedule C.
- 16 -
22
2.52 Trustee shall mean any institution or individual(s) who shall
accept the appointment of the Committee to serve as Trustee
pursuant to the Plan.
2.53 Defined Terms. A defined term, such as "Retirement," will normally
govern the definitions of derivatives therefrom, such as "Retire,"
even though such derivatives are not specifically defined and even
if they are or are not initially capitalized. The masculine
gender, where appearing in the Plan, shall be deemed to include the
feminine gender, unless the context clearly indicates to the
contrary. Singular and plural nouns and pronouns shall be
interchangeable as the factual context may allow or require. The
words "hereof," "herein," "hereunder" and other similar compounds
of the word "here" shall mean and refer to the entire Plan and not
to any particular provision or Section.
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23
ARTICLE III
PARTICIPATION
3.01 Each Employee who was a Participant under the Prior Plan on the day
prior to the Effective Date and who is employed by an Employer on
the Effective Date shall participate in this Plan on the Effective
Date.
3.02 After the Effective Date each Employee shall participate in the
Plan on the first day (assuming the Participant is still an
Employee on such date) to occur after such Employee attains age 21
and completes an eligibility computation period in which such
Employee has 1,000 Hours of Service.
An Employee's first eligibility computation period shall be the 12
consecutive months following the commencement of his Employment.
If the Employee fails to complete 1,000 Hours of Service during his
first eligibility computation period, then his second eligibility
computation period shall be the Plan Year which commences on the
January 1 following his initial date of hire. If an Employee shall
fail to complete 1,000 Hours of Service during his second
eligibility computation period, then each successive Plan Year
shall be the eligibility computation period.
3.03 A Participant shall participate in the Plan for so long as the
Participant remains an Employee. If a Participant ceases to be an
Employee and is later rehired, he shall resume participation in the
Plan as of the date of rehire.
3.04 Notwithstanding any other provision of the Plan, no Employee shall
participate in the Plan during any period in which such Employee is
a member of a collective bargaining unit whose Employees are
covered by a retirement or pension plan to which Employer
contributes (other than this Plan). If any Employee shall cease to
be a member of such a collective bargaining unit and shall remain
in the employ of Employer, then such Employee shall become a
Participant in this Plan as of the first day of the month
coinciding with or next following the earliest date on which such
Employee has attained the age of 21 and completed a twelve month
period of Employment during which such Employee has not less than
1,000 Hours of Service, and for such purpose all actual Employment
of Employee shall be counted including employment during the period
in which such Employee was a member of such bargaining unit. See
Section 4.07 concerning reduction in benefits in certain cases in
which Employment is counted as provided in the preceding sentence.
3.05 Participation in the Plan shall not give any Employee the right to
be retained in the Employer's employ, nor shall any Employee, upon
dismissal from or voluntary termination of his Employment, have any
right or interest in the Fund, except as herein provided.
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24
ARTICLE IV
RETIREMENT DATES AND BENEFITS
4.01 Normal Retirement.
(a) A Participant who retires on his Normal Retirement Date is
entitled to receive an annual Retirement Income beginning
on his Normal Retirement Date payable in monthly
installments in the form described in Article VI. A
Participant who has attained Normal Retirement Age shall
become 100% vested in his Accrued Benefit.
(b) The monthly Retirement Income payable to a Participant who
retires on his Normal Retirement Date with 15 or more years
of Credited Service and who elects to receive his benefit
in the form of a Life Annuity Option shall be the greater
of (A) and (B) where:
(A) is 30% of the Participant's Average Earnings; and
(B) is the applicable percentage of the Participant's
Average Earnings on his Normal Retirement Date
less 50% of the Participant's monthly Anticipated
Social Security Benefit. The applicable
percentage of the Participant's Average Earnings
shall be determined by the following table:
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25
Participant's Years Participant's Years
of Credited Service of Credited Service
as of Normal Percentage of as of Normal Percentage of
Retirement Date Average Earnings Retirement Date Average Earnings
------------------- ---------------- ------------------- ----------------
15....................40.0% 31.....................48.0%
16....................40.5% 32.....................48.5%
17....................41.0% 33.....................49.0%
18....................41.5% 34.....................49.5%
19....................42.0% 35.....................50.0%
20....................42.5% 36.....................50.5%
21....................43.0% 37.....................51.0%
22....................43.5% 38.....................51.5%
23....................44.0% 39.....................52.0%
24....................44.5% 40.....................52.5%
25....................45.0% 41.....................53.0%
26....................45.5% 42.....................53.5%
27....................46.0% 43.....................54.0%
28....................46.5% 44.....................54.5%
29....................47.0% 45 or more.............55.0%
30....................47.5%
(c) Any Participant who retires on his Normal Retirement Date
with less than 15 years of Credited Service and who elects
the Life Annuity Option shall be entitled to a monthly
Retirement Income equal to 30% of the Participant's Average
Earnings multiplied by a fraction. The numerator of the
fraction is the Participant's months of Credited Service as
of his Normal Retirement Date, but not in excess of 180.
The denominator of the fraction is 180.
4.02 Early Retirement.
(a) Each Participant who has attained age 55 and who has
completed at least 15 years of Credited Service may elect
early retirement. A Participant who takes early retirement
shall receive a monthly Retirement Income in the form
described in Article VI beginning on his Early Retirement
Date.
(b) The monthly Retirement Income payable to a Participant who
elects to begin receiving his Retirement Income prior to
his Normal Retirement Date shall be determined in the same
manner as his monthly Retirement Income would be determined
under Section 4.01, except that his Average Earnings and
Credited Service shall be calculated as of his Early
Retirement Date. Furthermore the Retirement Income
computed above shall be reduced by one-half of one percent
(.005) for each complete
- 20 -
26
month that the Participant's Early Retirement Date precedes
his Normal Retirement Date.
(c) The Committee may from time to time provide in its sole
discretion that Participants who meet specified age and
service requirements (or other applicable requirements
established by the Committee) will be permitted to retire
during specified periods and will receive a retirement
benefit based on additional years of Credited Service,
without the reduction described in paragraph (b) above or
based on other factors and adjustments as determined by the
Committee. The Committee's decision will be described in
Schedule E to this Plan. All such special retirements will
be communicated to the affected Participants but shall have
no effect to the extent such adjustments or other factors
result in a retirement benefit that adversely affects the
qualified status of the Plan under Code Section 401(a)(4).
4.03 Permanent Disability.
(a) This Section 4.03 shall apply to any Participant who is in
active Employment on or after January 1, 1993. Any
Participant who is not in active Employment with an Employer
on or after January 1, 1993, (including any Participant who is
not in active Employment on such date but who has a
Termination Date before, on, or after January 1, 1993) and who
becomes Permanently Disabled is governed by Schedule D and not
this Section 4.03.
(b) A Participant who prior to his cessation of active Employment:
(i) completes one year of Credited Service and (ii) becomes
Permanently Disabled shall be entitled to the provisions of
this Section 4.03. If a Participant has not completed one
year of Credited Service prior to his cessation of active
Employment, the Participant shall not be entitled to a
Retirement Income under this Plan. If the Participant becomes
Permanently Disabled after his cessation of active Employment,
the Participant's Retirement Income, if any, shall be
determined in accordance with Sections 4.01, 4.02 or 4.05.
(c) The monthly Retirement Income payable to a Participant who is
Permanently Disabled shall be determined in the same manner as
his monthly Retirement Income would be determined under
Section 4.01 assuming the Participant continued to earn
Credited Service during his Period of Disability and assuming
the Participant's Average Earnings as of the date of his
Permanent Disability remained unchanged. A Participant's
"Period of Disability" shall commence on the date he became
Permanently Disabled and shall end on his Normal Retirement
Date or, if earlier, the date benefits commence under Section
4.02.
- 21 -
27
(d) If a Participant has earned at least 15 years of Credited
Service (including the Participant's years of Credited Service
earned during his Period of Disability) and the Participant
has attained age 55, the Participant may elect to receive
Disability Retirement benefits prior to his Normal Retirement
Date. If the Participant receives benefits prior to his
Normal Retirement Date, his Retirement Income shall be
computed as provided in Section 4.02 including a reduction of
the Participant's Retirement Income for each complete month
that the Participant's Early Retirement Date precedes his
Normal Retirement Date.
(e) If the Participant ceases to be Permanently Disabled prior to
the commencement of benefits under this Plan, the Participant
shall nevertheless receive Credited Service for his Period of
Disability (which ends on the date the Participant's Permanent
Disability ceases).
(f) If a Participant described in paragraph (b) dies prior to the
commencement of benefits under this Plan and while he is
Permanently Disabled, the Participant's Spouse shall be
entitled to a Spouse's Benefit pursuant to Article V based
upon the Participant's Credited Service that the Participant
would have had if the Participant had remained in active
Employment until his death and based on the Participant's
Average Earnings in effect prior to his Permanently
Disability.
4.04 Delayed Retirement.
(a) After the Effective Date, any Participant who attains his
Normal Retirement Age may remain in the active employ of the
Employer beyond his Normal Retirement Age, provided,
however, that an Employee may not remain in the active
employ of the Employer if the Employer can, under the terms
of the Age Discrimination in Employment Act, require the
Employee to retire at his Normal Retirement Age and the
Employer wishes the Employee to do so.
(b) A Participant who retires on his Delayed Retirement Date is
entitled to receive a Retirement Income beginning on his
Delayed Retirement Date payable in monthly installments.
(c) The monthly Retirement Income payable at a Participant's
Delayed Retirement Date will be paid in the form described
in Article VI. Such Retirement Income shall be the greater
of the following amounts:
(i) The Retirement Income payable to the Participant
determined in the same manner as his Normal Retirement
Income would be determined
- 22 -
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under Section 4.01, but using the Participant's Average
Earnings and Credited Service as of his Delayed
Retirement Date, or
(ii) The Retirement Income the Participant would have
received assuming the Participant had retired on his
Normal Retirement Date actuarially increased from the
Participant's Normal Retirement Date to the
Participant's Delayed Retirement Date. For this
purpose, the Participant's Delayed Retirement Date
shall be deemed to be such Participant's birthday which
is coincident with or immediately preceding the
Participant's actual Delayed Retirement Date.
(d) The Retirement Income computed under Section 4.04(c) shall
be reduced by the Actuarial Equivalent of any Retirement
Income previously paid to the Participant under Section 6.03
(mandatory distributions after age 70-1/2) to the extent
permitted by Code Section 411(b)(1)(H)(iii).
(e) This Section 4.04, which permits the accrual of Credited
Service for employment after Normal Retirement Age shall be
effective as of January 1, 1988 for any Employee who accrues
one or more Hours of Service on or after January 1, 1988.
4.05 Termination of Employment.
(a) A Participant who terminates Employment with the Employer
prior to his Retirement and prior to the completion of three
years of Credited Service shall not be entitled to receive
any Retirement Income under the Plan.
(b) A Participant with at least three years of Credited Service
who terminates his Employment for any reason other than his
Retirement or death shall be entitled to the monthly
Retirement Income described below payable in accordance with
Article VI commencing on his Normal Retirement Date
(provided he is then alive).
(c) The monthly Retirement Income payable to a Participant
described in Section 4.05(b) or to any Participant who makes
the election described in Section 4.02(c) shall equal the
product of (1) and (2), where:
(1) is such Participant's Accrued Benefit as of his
Termination Date; and
(2) is the applicable percentage based on completed years
of Credited Service in accordance with the following
table:
- 23 -
29
Complete Years
of Credited Service Percent of Monthly
at Termination Date Benefit Payable
------------------- ------------------
Less than 3 0%
3 20%
4 40%
5 60%
6 80%
7 or more 100%
(d) Upon attaining age 55, a Participant who has completed at
least 15 years of Credited Service as of his Termination
Date may elect to receive a monthly Retirement Income
commencing on his Early Retirement Date or on the first day
of any month after his Early Retirement Date but in no
event later than his Normal Retirement Date, whichever the
Participant elects. Such Retirement Income shall be
computed in the same manner his Retirement Income would be
determined under Section 4.02 (including the reduction for
each complete month that the commencement of such benefits
precedes the Participant's Normal Retirement Date). An
election to receive benefits under this paragraph shall be
in writing on such form as the Committee may prescribe and
shall be delivered to the Committee not later than 60 days
prior to the date such Participant desires payments to
commence in accordance with this paragraph.
(e) If a Participant terminates his Employment on account of
death, any benefit payable to the Participant's Beneficiary
shall be determined in accordance with Article V.
4.06 Suspension of Benefits.
(a) This Section 4.06 shall apply to any Participant who has a
Termination Date under the provisions of this Plan, (ii)
was receiving or was entitled to receive Retirement Income
hereunder and returns to Employment with Employer, and
(iii) is anticipated to receive Credited Service hereunder
after his reemployment. Such Participant shall be subject
to the following provisions:
(1) The Participant shall not be entitled to receive
(if payments were being made) during such period
of reemployment any Retirement Income to which the
Participant might otherwise be entitled to receive
under this Plan; provided, however, that
Retirement Income will not be suspended if it is
anticipated that the
- 24 -
30
Participant will not normally accrue 1000 Hours of
Service during a Plan Year after reemployment;
(2) The Participant shall be treated like any other
Participant who terminated Employment and was
rehired (ignoring the fact that he may have
retired and was receiving Retirement Income) and
for all purposes under the Plan shall be given
credit for Credited Service earned after
reemployment and prior to his subsequent
Termination Date. The period during which he was
retired or was not employed by the Employer shall
not be included as Credited Service.
(3) If the Participant dies during the time of his
reemployment and such Employee had previously
received Retirement Income, then any death benefit
payable to the Participant's Beneficiary shall be
determined under the form of payment previously
elected by the Participant pursuant to Article VI,
after recomputing the Participant's Retirement
Income as described in subparagraph (4) below. If
the Participant had not previously received
Retirement Income, then any death benefit shall be
determined under Article V of the Plan (after
recomputing the Participant's Credited Service and
Earnings before and after his reemployment). The
death benefits so determined shall be reduced by
the Actuarial Equivalent value of any Retirement
Income previously received by the Participant.
(4) The Retirement Income payable on the Participant's
subsequent termination of Employment shall be made
under the form of payment in effect (if any) prior
to his reemployment and shall equal the greater of
(i) or (ii) below. However, a Participant's
Accrued Benefit earned after his Normal Retirement
Age shall not be offset by more than the amounts
permissible under Proposed Treasury Regulation
Section 1.411(b)-2(b)(4) or any successor
regulation thereto.
(i) The Retirement Income payable to the
Participant determined in accordance with
Article IV based upon his Average Earnings
before his prior termination of Employment
and after his rehire (to the extent
permitted under the definition of Average
Earnings) and by aggregating his Credited
Service before his prior termination of
Employment with his Credited Service after
his rehire. The Retirement Income so
determined shall be reduced by the
Actuarial Equivalent of any Retirement
Income previously paid to the Participant.
- 25 -
31
(ii) The monthly Retirement Income the
Participant was receiving or was entitled
to receive prior to his termination of
Employment. However, if the Participant's
Retirement Income was suspended during his
period of reemployment and such
reemployment included Hours of Service
after the Participant's Normal Retirement
Date, the Participant's Retirement Income
shall be actuarially increased for the
period of time beginning on the later of
the Participant's Normal Retirement Date
or the date the Participant's Retirement
Income was suspended and ending on the
date his Retirement Income resumes.
(b) Conflict with Suspension of Benefit Regulations. In no
event shall the determination under this Section 4.06 as to
when a reemployed Participant's Retirement Income may be
suspended be less favorable to the Participant than the
rules set forth in Department of Labor Regulation Section
2530.203-3. In the event of any conflict between the
provisions of this Section 4.06 and said Regulation, the
provisions of said Regulation shall prevail.
4.07 Reduction of Benefit in Certain Cases.
(a) Notwithstanding any other provision of the Plan, any
Participant who reaches his Termination Date and who was
during any period of his Employment a member of a
collective bargaining unit whose employees were, during
such period, covered by a retirement, pension plan or group
contract to which Employer contributed or is responsible
(other than this Plan) which is qualified or intended to
qualify under Section 401(a) of the Code shall be entitled
to a Retirement Income computed in accordance with the
following rules:
(1) Such Participant shall receive Credited Service
for all actual service in the employ of the
Employer in accordance with the rules of paragraph
2.18 and for purposes of 2.18(c) there shall be
included as Credited Service any service during
any period in which such Participant was a member
of a collective bargaining unit whose employees
were, during such period, covered by a retirement
or pension plan to which Employer contributed
(other than this Plan).
(2) The amount of the benefit to which such
Participant is entitled shall be computed in
accordance with 4.01, 4.02, 4.03 (or Schedule D as
applicable), 4.04, 4.05 or Article V (whichever is
applicable), but shall be reduced on an Actuarial
Equivalent basis
- 26 -
32
by 100% of the value of any retirement,
termination, disability, or death benefits payable
to such Participant from such other retirement or
pension plan which are attributable to the
contributions of Employer. The Pension Committee
shall be empowered to adopt rules which shall be
applied on a uniform basis to all Employees
similarly situated for the determination of
benefits under this Section 4.07.
(b) Any Participant who is granted Credited Service for benefit
accrual purposes for any period of employment with any
predecessor business prior to its acquisition by Employer
or during any period of employment with a Participating
Employer prior to its designation as a Participating
Employer shall be entitled to a benefit the amount of which
shall be computed in accordance with 4.0l, 4.02, 4.03 (or
Schedule D), 4.04, 4,05 or Article V (whichever is
applicable) but shall be reduced on an Actuarial Equivalent
basis by l00% of the value of any retirement, termination,
disability, or death benefits received or payable from the
pension or retirement plan of such predecessor business or
of such Participating Employer.
(c) Notwithstanding anything in this Plan to the contrary, any
monthly Retirement Income payable under this Plan to the
Participant or his Beneficiary shall be reduced by the
amount of any benefits received by a Participant under the
Workers' Compensation laws of any State to the extent such
benefits are attributable to Employment with the Employer.
No offset, however, shall be made for the following:
(i) Worker's Compensation payments specifically
allocated for hospitalization or medical expenses
(i.e., if not specifically allocated, the payment
will be treated as not attributable to
hospitalization or medical expense); or
(ii) Worker's Compensation payments applicable to
periods prior to the date the Participant ceased
active employment with the Employer.
For the purpose of this Section 4.07, Worker's Compensation
benefits include periodic payments, lump sum payments and
payments made in settlement of actual or disputed Worker's
Compensation claims. Where an amount is paid to a
Participant in a single sum, no further payments shall be
paid hereunder until the total amount of the monthly
payments otherwise payable hereunder equals the amount of
such single sum payment. Thereafter, payments hereunder
shall resume.
- 27 -
33
4.08 Increase in Benefits for Retired Participants. The Committee may
from time to time declare an increase in the monthly Retirement
Income payable to retired Participants, Spouses, or Beneficiaries
by reason of a former Participant's taking Early, Normal, Delayed,
or (prior to January 1, 1993) Disability Retirement during any
given calendar year designated by the Company. The class of former
Participants to whom such increase applies; the amount of such
increase; the time when such increase becomes effective; and any
other relevant information shall from time to time be set forth on
the records of the Committee.
4.09 Minimum Benefit of Prior Plans. Notwithstanding any contrary
provision of this Plan, in no event shall any Participant's
Retirement Income Under this Plan be less than the Participant's
benefit that he had accrued under the terms of any Predecessor
Plan, or under the terms of the Prior Plan.
4.10 Grandfathered Retirement Benefits. Any Participant who (a) was a
Participant in any of the Predecessor Plans on December 31, 1983,
(b) attained the age of 55 on or prior to January 1, 1984, and (c)
retires on or after January 1, 1984 under Section 4.01, 4.02 or
4.04 shall automatically receive a Retirement Income hereunder
which is the greater of (i) and (ii) where:
(i) is the Retirement Income otherwise provided under
Section 4.01, 4.02 or 4.04, whichever is
applicable, and
(ii) is the benefit such Participant would have
received under his respective Predecessor Plan
assuming that the benefit formula in such
Predecessor Plan as in effect on December 31, 1983
had remained in effect until such Participant's
Retirement. For this purpose, the benefit formula
of the Predecessor Plan shall reflect current
requirements of law and limitations of law (e.g.,
current covered compensation tables, limitations
of Code Section 401(a)(4), Code Section 415, Code
Section 401(a)(17), etc.).
For purposes of determining whether any such Participant may retire
under Section 4.02 and this Section 4.10, any such Participant who
does not meet the age or service condition to elect Early
Retirement may nonetheless retire under Section 4.02 and this
Section 4.10 if he would have met the age and service early
retirement conditions of his respective Predecessor Plan assuming
such Predecessor Plan as in effect on December 31, 1983 had
remained in effect until such Participant's Retirement. For
purposes of determining such grandfathered retirement benefits, the
Predecessor Plans as in effect on December 31, 1983, are attached
hereto as Schedule F:
S.P. Richards Company Pension Plan
- 28 -
34
General Automotive Parts Pension Plan
Pension Plan for Employees of Standard
Unit Parts Corporation
Retirement Plan for Employees of
Balkamp, Inc.
Restated NAPA Des Moines Warehouse
Pension Plan.
The following modifications in the Plan shall apply to those
Participants who are eligible for grandfathered retirement benefits
under this Section 4.10:
(i) The Normal Retirement Age under the Plan for a
Participant eligible for grandfathered retirement
benefits under the General Automotive Parts
Pension Plan shall mean such Participant's 62nd
birthday.
(ii) Participants eligible for grandfathered retirement
benefits under the S.P. Richards Company Pension
Plan may elect to receive their Retirement Income
in the form of a five years certain and life
option in addition to the other optional forms
provided in Article VI. However, the election of
the five years and certain benefit option shall be
subject to the provisions of Section 6.02.
- 29 -
35
ARTICLE V
DEATH BENEFITS
5.01 Pre-Retirement Survivor Annuity.
(a) Except as provided in Section 5.02, if a married
Participant with three (3) or more years of Credited
Service dies prior to his Annuity Starting Date, the
Participant's Spouse shall be entitled to a monthly
Retirement Income known as a "Pre-Retirement Survivor
Annuity." The amount of the Pre-Retirement Survivor
Annuity shall be determined under Section 5.01(b) or (c),
whichever is applicable. The Pre-Retirement Survivor
Annuity shall commence as of the date determined under
Section 5.01(e).
(b) If the Participant dies after his Earliest Retirement Age,
the Spouse's Pre-Retirement Survivor Annuity shall equal
50% of the monthly Retirement Income that the Participant
would have received assuming the Participant had retired on
the day before his death and elected to receive his
Retirement Income under the Joint and 50% Survivor Annuity.
(c) If the Participant dies on or before his Earliest
Retirement Age, the Spouse's Pre-Retirement Survivor
Annuity shall equal 50% of the monthly Retirement Income
that the Participant would have received assuming the
Participant (i) had separated from service on his
Termination Date; (ii) had survived until his Earliest
Retirement Age; (iii) had retired on his Earliest
Retirement Age and elected to receive his Retirement Income
under the Joint and 50% Survivor Annuity; and (iv) had died
on the next day.
(d) Notwithstanding (b) and (c) above, if during the 90 day
period preceding the Participant's Annuity Starting Date
the Participant had elected (with spousal consent) to
receive a Joint and Last Survivor Option (as described in
Section 6.02) with his Spouse as his Beneficiary, the
Spouse's Pre-Retirement Survivor Annuity shall be
determined assuming the Participant had retired under the
Joint and Last Survivor Option instead of the Joint and 50%
Survivor Annuity.
(e) The Spouse may elect to receive the Pre-Retirement Survivor
Annuity commencing as of the date of the Participant's
deemed Retirement or as of the first day of any succeeding
month. In no event will the Pre-Retirement Survivor
Annuity commence later than the date the Participant would
have attained his Normal Retirement Date or the first day
of the month following the Participant's death, if later.
The monthly Retirement Income of a delayed Pre-Retirement
Survivor Annuity shall equal the Actuarial Equivalent of a
Pre-Retirement Survivor Annuity
- 30 -
36
commencing as of the date of the Participant's deemed
Retirement. If the Spouse dies prior to the commencement
of the Pre-Retirement Survivor Annuity, no monthly
Retirement Income payments shall be made under this Section
5.01.
(f) If the Participant dies prior to terminating employment and
the Participant's Spouse is entitled to a Pre-Retirement
Survivor Annuity, such Spouse, after the Participant's
death, may elect to receive the Alternate Death Benefit
described in Section 5.02 in lieu of the Pre-Retirement
Survivor Annuity, provided the Participant had completed
five or more years of Credit Service prior to his death.
(g) If the Participant does not have three years of Credited
Service at the time of his death, if the Participant dies
without a Spouse, or if the Participant dies after his
Annuity Starting Date, neither the Participant's Spouse nor
the Participant's Beneficiary shall be entitled to
Retirement Income under this Section 5.01.
5.02 Alternate Death Benefit.
(a) The Alternate Death Benefit shall be paid to a
Participant's Beneficiary if the following conditions are
satisfied:
(i) The Participant has earned 5 or more years
of Credited Service;
(ii) The Participant dies prior to terminating
his Employment and prior to his Annuity
Starting Date; and
(iii) In the case of a married Participant,
either (1) the Participant receives the
notice described in Section 5.02(c), the
Spouse consents to the Participant's
election of the Alternate Death Benefit,
and the Spouse agrees to waive the Pre-
Retirement Survivor Annuity of Section
5.01, or (2) following the Participant's
death, the Spouse elects the Alternate
Death Benefit in lieu of the
Pre-Retirement Survivor Annuity.
(b) The Alternate Death Benefit shall provide a monthly
Retirement Income payable to the Participant's Beneficiary
commencing on the first day of the month following the
Participant's death and continuing only for a specified
number of months as determined under the following table:
- 31 -
37
Complete Years of
Credited Service at Number of
Date of Death Months Payable
------------------- --------------
5 but less than 10 12.5
10 but less than 15 25
15 or more 50
The monthly Retirement Income payable under the Alternate
Death Benefit shall be determined as follows:
(i) If the Participant dies prior to his Normal
Retirement Date, the Beneficiary's Retirement
Income shall equal the greater of (A) 30% of the
Participant's current monthly Earnings or (B) 30%
of the Participant's Average Earnings.
(ii) If the Participant dies after his Normal
Retirement Date, the Beneficiary's Retirement
Income shall equal the Retirement Income the
Participant would have received if the Participant
had retired on the day before his death and
elected the Life Annuity Option. However, in such
case the maximum number of payments as determined
pursuant to the table above shall be reduced by
the number of months that have elapsed since the
Participant's Normal Retirement Date.
(c) Prior to electing the Alternate Death Benefit and prior to
designating a non-Spouse Beneficiary, a married Participant
must receive a written explanation of the Pre-Retirement
Survivor Annuity. Such explanation shall contain
comparable information as provided in the notice described
in Section 6.02(d). The notice must be provided to the
Participant during the "Applicable Period". The
"Applicable Period" shall mean whichever of the following
periods ends last:
(i) The period beginning with the first Plan Year in
which the Participant attains age 32 and ending
with the close of the Plan Year in which the
Participant attains age 34; or
(ii) A reasonable period of time ending after the
Employee becomes a Participant.
However, the Committee may provide such notice to the
Participant prior to the Applicable Period. If the
Participant receives the notice prior to the commencement
of the Applicable Period, a second notice must be given to
the Participant during the Applicable Period.
- 32 -
38
(d) The Participant's Spouse must consent in writing on a form
provided by the Plan Administrator in the presence of a
Notary Public or Plan representative to the Participant's
election of the Alternate Death Benefit and designation of
a non-Spouse Beneficiary, if any. The Spouse's consent
must acknowledge the effect of such consent and must
specifically state the non-Spouse Beneficiary, if any,
selected by the Participant. However, if the Participant
establishes to the satisfaction of the Plan Administrator
that his Spouse's consent cannot be obtained because he has
no Spouse, because his Spouse cannot be located, or because
of other circumstances as determined by applicable Treasury
Regulations, the Committee may treat the Participant's
election as an election for which spousal consent was
obtained. A Spouse's consent, if given on or after the
Plan Year in which the Participant attains age 35, shall be
irrevocable. If, however, the Spouse's consent was given
prior to such Plan Year, the Spouse's consent shall be void
as of the first day of the Plan Year in which the
Participant attains age 35. In such case, the Participant
may again elect the Alternate Death Benefit and select a
non-Spouse Beneficiary, provided the Participant's Spouse
consents to such election in the manner provided in this
Section 5.02(d). The Spouse's consent shall then be
irrevocable. The Participant's election of the Alternate
Death Benefit and the Spouse's consent to such election
shall constitute a waiver of the Pre-Retirement Survivor
Annuity.
(e) A married Participant may revoke his designation of the
Alternate Death Benefit and his designation of a non-Spouse
Beneficiary at any time prior to his death. Furthermore,
the Participant's election shall cease to be valid upon the
remarriage of the Participant following the death or
divorce of the Spouse giving the consent to the non-Spouse
Beneficiary. If the Participant revokes his election of a
non-Spouse Beneficiary or of the Alternate Death Benefit or
if such election otherwise ceases to be valid, any death
benefit payable shall be determined pursuant to Section
5.01.
(f) A married Participant may elect the Alternate Death Benefit
in lieu of the Pre-Retirement Survivor Annuity at any time
before his Termination Date. However, if the Participant's
Beneficiary is not entitled to receive the Alternate Death
Benefit by virtue of the Participant's failure to complete
five years of Credited Service or the Participant's death
following his Termination Date, the Participant's
Beneficiary for purposes of Article V shall be his Spouse
and any death benefit available to such Spouse shall be
determined pursuant to Section 5.01.
(g) In the event of the death of a Beneficiary who survives the
Participant and who, at his or her death, is receiving the
Alternate Death Benefit, the
- 33 -
39
remaining benefits, if any, shall be payable to a person
designated by the Participant to receive the remaining
benefits or, if no person was so designated, then to a
person designated by the Beneficiary of the deceased
Participant; provided, however, that if no person so
designated be living upon the occurrence of such
contingency, the remaining benefits, if any, shall be
payable to the Spouse of the deceased Participant, if
living; otherwise, to the descendants of the deceased
Beneficiary per stirpes; or if none, to the legal
representative of the estate of the deceased Beneficiary.
(h) The Beneficiary may, prior to the commencement of benefits
under this Section 5.02, request that the Alternate Death
Benefit be paid in the form of a lump sum. Such lump sum
payment shall be the Actuarial Equivalent of the
Beneficiary's Alternate Death Benefit. The Plan
Administrator shall direct the Trustee to distribute the
Alternate Death Benefit in the form selected by the
Beneficiary.
5.03 Death After Normal Retirement Date but Prior to Delayed Retirement
Date.
(a) Notwithstanding any other provision of the Plan to the
contrary, any Participant who remains in Employment after
his Normal Retirement Date shall be entitled to elect an
optional death benefit in lieu of the death benefits
provided under Sections 5.01 or 5.02. The Participant
shall elect such optional death benefit by selecting one of
the following options on a form provided by the Plan
Administrator for such purpose.
(i) A death benefit equal to the monthly amount that
would have been paid to the Participant's
Beneficiary assuming the Participant had retired
on the first day of the month preceding his death
and had elected to receive Retirement Income under
the Ten Years Certain and Life Option (See Section
6.02(a)(i)). Such death benefit shall be paid to
the Participant's Beneficiary for a period of ten
years commencing on the first day of the month
following the Participant's death.
(ii) A death benefit equal to the monthly amount that
would have been paid to the Participant's
Beneficiary assuming the Participant had retired
on the first day of the month preceding his death
and had elected to receive Retirement Income under
the Joint and Last Survivor Option (See Section
6.02(a)(ii)) with the Participant's Beneficiary
receiving 50%, 75%, or 100% (as designated by the
Participant) of the monthly Retirement Income
payable to the Participant during the
Participant's lifetime. Such death benefit will
be paid to the Participant's Beneficiary for the
- 34 -
40
Beneficiary's lifetime beginning on the first day
of the month following the Participant's death.
(b) A married Participant's election of the optional death
benefit provided by this Section 5.03 shall be void unless
the Participant's Spouse (after receipt of the explanation
of the Pre-Retirement Survivor Annuity described in Section
5.02(c)) consents in writing on a form provided by the Plan
Administrator in the presence of a Notary Public or Plan
representative to the Participant's election of such
optional death benefit. The Spouse's consent must
acknowledge the effect of such consent and must
specifically state the non-Spouse beneficiary, if any,
selected by the Participant. However, if the Participant
establishes to the satisfaction of the Plan Administrator
that his Spouse's consent cannot be obtained because he has
no Spouse, because his Spouse cannot be located, or because
of other circumstances as determined by applicable Treasury
Regulations, the Committee may treat the Participant's
election as an election for which spousal consent was
obtained. A Spouse's consent pursuant to this paragraph
shall be irrevocable.
(c) A married Participant may revoke his election of the
optional death benefit provided by this Section 5.03 at any
time prior to his Delayed Retirement Date. Furthermore,
the Participant's election to receive such optional death
benefit shall cease to be valid upon the remarriage of the
Participant following the death or divorce of the Spouse
giving the consent to such optional death benefit. If the
Participant revokes his election or if such election
otherwise ceases to be valid, any death benefit payable to
the Participant's Spouse shall be determined pursuant to
Section 5.01 unless the married Participant, with his
Spouse's consent, elects the Alternate Death Benefit under
Section 5.02.
5.04 Death On or After the Annuity Starting Date.
Neither the Participant's Spouse nor the Participant's Beneficiary
shall be entitled to a Retirement Income under this Article V if
the Participant dies on or after his Annuity Starting Date.
Instead, any benefit payable to the Participant's Spouse or
Beneficiary will be determined pursuant to Article VI.
5.05 Purchase of Insurance Policies. The Committee may in its
discretion direct the Trustee to purchase life insurance policies
on the lives of Participants in amounts not exceeding the death
benefits herein provided. Any policy so purchased shall name the
Trustee as the beneficiary and owner thereof. The Committee shall
select the Insurer or Insurers providing any such policies,
establish the terms and conditions thereof, and the premiums
payable therefor. The Committee shall furnish the Trustee with
properly completed application forms for its signature. The
Committee shall instruct the Trustee in all matters pertaining to
any policy
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issued hereunder, including inter alia, the application of any
dividends payable on any policy. If the Committee shall so direct,
the Trustee shall enter into agreements in such form as the
Committee shall direct with an Insurer whereby the Insurer retains
custody of any insurance policies issued hereunder.
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ARTICLE VI
OPTIONAL FORMS OF RETIREMENT INCOME
6.01 Automatic Forms of Payment.
If a Participant does not have a Spouse on his Annuity Starting
Date, the Participant's Retirement Income shall be payable under
the Life Annuity Option described below unless the Participant
otherwise elects under Section 6.02. If a Participant has a Spouse
on his Annuity Starting Date, the Participant's Retirement Income
shall be payable under the Joint and 50% Survivor Annuity described
below unless the Participant (with spousal consent) otherwise
elects under Section 6.02.
(a) Life Annuity Option is a monthly Retirement Income payable
during the Participant's lifetime, with payments ceasing
upon the Participant's death.
(b) Joint and 50% Survivor Annuity is a monthly Retirement
Income equal to the reduced Actuarial Equivalent of the
Life Annuity Option. The Retirement Income shall be
payable to the Participant for his life, and upon the
Participant's death, 50% of such Retirement Income shall be
payable to the Participant's Spouse for the Spouse's life.
Such Retirement Income shall cease on the later of the
death of the Participant or the death of the Participant's
Spouse.
6.02 Optional Forms of Payment.
(a) Within 90 days prior to the Participant's Annuity Starting
Date, the Participant may elect to receive any of the
following optional forms of payment in lieu of the
automatic form of payment described in Section 6.01. In
addition, a married Participant may designate a non-Spouse
Beneficiary to receive the Retirement Income, if any, that
is payable upon such Participant's death.
(i) Ten Years Certain and Life Option is a
monthly Retirement Income equal to the
reduced Actuarial Equivalent of the Life
Annuity Option. The Retirement Income
shall be payable to the Participant during
his lifetime and, in the event of the
Participant's death within a period of ten
years after the commencement of benefits,
the same monthly amount shall be payable
to the Participant's Beneficiary for the
remainder of such ten-year period.
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(ii) Joint and Last Survivor Option is a
monthly Retirement Income equal to the
reduced Actuarial Equivalent of the Life
Annuity Option. The Retirement Income
shall be payable to the Participant for
his life, and upon the Participant's
death, a designated percentage (100%, 75%,
or 50%) of the Participant's Retirement
Income shall be payable to the
Participant's Beneficiary for the
Beneficiary's life. Such Retirement
Income shall cease on the later of the
death of the Participant or the death of
the Participant's Beneficiary.
(b) A married Participant's election to receive an optional
form of payment or to designate a non-Spouse Beneficiary
shall be valid only if the Participant's Spouse (after
receipt of the written explanation described in Section
6.02(d)) consents in writing on a form provided by the
Committee in the presence of a Notary Public or Plan
representative to the Participant's election. The Spouse's
consent must acknowledge the effect of such consent and
must specifically state the non-Spouse beneficiary, if any,
selected by the Participant. However, if the Participant
establishes to the satisfaction of the Committee that his
Spouse's consent cannot be obtained because he has no
Spouse, because his Spouse cannot be located, or because of
other circumstances as determined by applicable Treasury
Regulations, the Committee may treat the Participant's
election as an election for which spousal consent was
obtained. A Spouse's consent pursuant to this paragraph
shall be irrevocable.
(c) A Participant may revoke his election of an optional form
of payment or make a new election (provided any required
spousal consent is obtained) at any time prior to his
Annuity Starting Date. Furthermore, the Participant's
election shall cease to be valid upon the marriage of the
Participant or upon the remarriage of the Participant
following the death or divorce of the Spouse giving the
consent to the Participant's election. If the Participant
revokes his election or if such election otherwise ceases
to be valid, the Participant's Retirement Income shall be
payable under the applicable automatic form of payment
described in Section 6.01.
(d) Prior to the Participant's Annuity Starting Date, the Plan
Administrator shall provide an election form on which the
Participant may elect an optional form of benefit. In
addition to the election form, the Plan Administrator shall
provide each Participant a written explanation of the
applicable automatic form of payment described in Section
6.01 and the optional forms of payment described in Section
6.02(a). Such explanation should describe the
circumstances under which Joint and 50% Survivor Annuity
will be provided, and an explanation of the
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financial effect of electing not to have such form.
Furthermore, the written explanation shall provide a
general description of the eligibility conditions (if any)
and other material features of the optional forms of
payment including sufficient information regarding the
relative values of the optional forms of payment and the
automatic form of payment. If payment is scheduled to
commence prior to the Participant's Normal Retirement Date,
the written explanation must also inform the Participant of
his right to defer receipt of the distribution until his
Normal Retirement Date. If a Participant makes a request
for additional information that is received 90 days prior
to the Annuity Starting Date, such information must be
furnished within 30 days. The Participant will then be
entitled to a 90-day period in which to make or change an
election, even if such 90-day period extends beyond the
Participant's Annuity Starting Date and, in such case, the
Participant's first payment shall be made after such
election form has been received, on a retroactive basis, if
necessary.
(e) If the Participant elects the Joint and Last Survivor
Option and the Participant's Beneficiary dies prior to the
Participant's Annuity Starting Date, the Participant's
election shall be null and void and, unless the Participant
makes another election or selects another Beneficiary (with
spousal consent if required), the Participant's Retirement
Income shall be payable in accordance with the applicable
automatic form of payment described in Section 6.01.
(f) If the Participant elects the Ten Year Certain and Life
Option and the Participant's Beneficiary fails to survive
the Participant, the Beneficiary shall be the Participant's
Spouse, if living, otherwise to the Participant's
descendants who shall take per stirpes. If there are no
surviving descendants, the Beneficiary shall be the
Participant's estate.
6.03 Special Distribution Rules.
(a) In no event may the payment of Retirement Income commence
later than the 60th day after the latest of the close of
the Plan Year in which:
(i) the Participant attains age 65;
(ii) the fifth (5th) anniversary of the date the
Participant commenced participation in this Plan;
or
(iii) the Participant's termination of Employment.
Notwithstanding the foregoing, distribution to the
Participant shall commence not later than April 1 following
the calendar year in which the
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Participant attains age 70-1/2 (the "required beginning
date"). However, if a Participant attained age 70-1/2
prior to January 1, 1988 and is not a 5% owner of an
Employer (as defined in Code Section 401(a)(9) and the
Treasury Regulations thereunder), such Participant's
Retirement Income shall commence no later than April 1
following the calendar year in which he terminates his
Employment.
(b) The entire interest of each Participant in this Plan will
be distributed, beginning not later than the required
beginning date described in paragraph (a) above, over the
life of such Participant or over the lives of such
Participant and his beneficiary (or over a period not
extending beyond the life expectancy of such Participant or
the life expectancy of such Participant and his
beneficiary).
(c) If distribution of a Participant's interest has begun in
accordance with paragraph (b) above, and if the Participant
dies before his entire interest has been distributed to
him, then the remaining portion of such interest will be
distributed at least as rapidly as under the method of
distribution being used under paragraph (b) as of the date
of the Participant's death.
(d) If a Participant dies before distribution of the
Participant's interest has begun in accordance with
paragraph (b) above, the entire interest of the Participant
must be distributed within five years after the death of
the Participant unless
(i) any portion of the Participant's interest is
payable to or for the benefit of his beneficiary;
(ii) such portion will be distributed over the life of
the beneficiary (or over a period not extending
beyond the life expectancy of the beneficiary);
and
(iii) such distributions begin not later than one year
after the date of the Participant's death or such
later date as may be prescribed in Treasury
regulations.
If the conditions stated in clauses (i), (ii) and (iii) are met,
then the portion referred to in clause (i) shall be treated as
distributed on the date on which distributions begin. If the
Beneficiary referred to in clause (i) above is the surviving spouse
of the Participant, then the date on which the distributions are
required to begin under clause (iii) above shall not be earlier
than the date on which the Participant would have attained age
70-1/2, and if the surviving spouse dies before distributions to
such spouse begin, this paragraph shall be applied as if the
surviving spouse were the Participant.
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46
The Participant's Beneficiary may elect whether the Participant's
entire interest will be distributed within five years of the
Participant's death or pursuant to the provisions of paragraphs (i)
- (iii) above. Such election must be made within the time limits
described in Treasury Regulation Section 1.401(a)(9)-1, C-4. If
no election is made, the Plan Administrator shall distribute the
Participant's entire interest pursuant to the provisions of
paragraphs (i) - (iii) above.
6.04 Small Payments. Notwithstanding anything in this Plan to the
contrary, the Plan Administrator shall pay a Participant's,
Spouse's or Beneficiary's Retirement Income in a single lump sum
if, as of the payment date, the Actuarial Equivalent present value
of the Participants' vested Retirement Income is $3,500 or less and
monthly Retirement Income payments to the Participant have not
commenced. Notwithstanding anything to the contrary in this Plan,
the payment of any such lump sum shall act as a complete discharge
of the Plan's obligation to provide any benefit to the Participant,
his Spouse, or any Beneficiary of such Participant or Spouse. In
the event of the subsequent employment of a Participant who has
received a single sum cash payment pursuant to this paragraph, such
Participant shall continue to accrue a benefit under this Plan
based on service before and after his date of reemployment subject
to all the provisions of this Plan; provided, however, that any
Retirement Income subsequently payable to the Participant and his
Beneficiaries shall be reduced on an actuarial equivalent basis by
the value of the single sum payment received under this paragraph.
6.05 Application For Commencement of Benefits. A Participant must apply
to have Retirement Income commence. The application must be on the
form prescribed by the Committee, and must be filed with the
Committee not more than 90 days prior to the Participant's Annuity
Starting Date.
6.06 Miscellaneous. Notwithstanding any other provision of the Plan, if
the amount of any Retirement Income computed under the Plan is
other than an even dollar amount, then the amount of the Retirement
Income payable shall be increased to the next larger even dollar
amount.
6.07 Direct Rollover.
(a) 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 to an
Eligible Retirement Plan specified by the Distributee in a
direct rollover.
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47
(b) Definitions.
(i) Eligible Rollover Distribution. An Eligible Rollover
Distribution is any distribution of all or any portion
of the balance to the credit of the Distributee, except
that an Eligible Rollover Distribution does not include
(i) any distribution that is one of a series of
substantially equal periodic payments (not less
frequently than annually) made for the life (or life
expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the
Distributee's designated Beneficiary, or for a specified
period of ten years or more; (ii) any distribution to
the extent such distribution is required under Section
401(a)(9) of the Code; and (iii) the portion of any
distribution that is not includible in gross income
(determined without regard to the exclusion for net
unrealized appreciation with respect to employer
securities.)
(ii) Eligible Retirement Plan. An Eligible Retirement Plan
is 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, 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.
(iii) Distributee. A Distributee includes 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 an 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.
(iv) Direct Rollover. A Direct Rollover is a payment by the
Plan to the Eligible Retirement Plan specified by the
Distributee.
(c) If a distribution is one to which Sections 401(a)(11) and 417
of the Internal Revenue Code do not apply, 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:
(i) the Plan Administrator clearly informs the Participant
that the Participant has a right to a period of at least
30 days after receiving
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the notice to consider the decision of whether or not to
elect a distribution (and, if applicable, a particular
distribution option), and
(ii) the Participant, after receiving the notice,
affirmatively elects a distribution.
(d) Application to Plan. Life Annuity payments, Joint and 50%
Survivor Annuity payments, Ten Year Certain and Life Annuities
and Joint and Last Survivor Annuities are not Eligible
Rollovers and are not subject to the requirements of this
Section 6.07. However, lump sum payments of small benefits
and certain death benefits (if paid over a period of time less
than 10 years) are subject to this Section 6.07 and may be
directly rolled over to another Eligible Retirement Plan
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49
ARTICLE VII
METHOD OF FINANCING
7.01 Establishment of Trust Fund. The Board shall designate a Trustee
or Trustee(s) to serve as herein provided and Trust Agreement(s)
shall be executed between the Employer and such Trustee(s). The
Trust Agreement(s), the terms of which are incorporated by
reference, shall govern the establishment of the Fund or Fund(s)
from which the benefits provided by the Plan shall be paid.
7.02 Employer Contributions. The Employer shall contribute to the Fund
from time to time such amounts as the Board shall determine, based
upon the recommendations of an Actuary, in order to fund the
benefits provided hereunder on an actuarially sound basis. All
Employer contributions when made to the Fund and all property and
funds of the Trust Fund, including income from investments and from
all other sources, shall be retained for the exclusive benefits of
Participants and Beneficiaries and shall be used to pay Retirement
Income provided hereunder or to pay expenses of administration of
the Plan and the Trust Fund provided, however, that the foregoing
shall not prevent the Trustee from entering into agreement with an
Insurer whereby the Insurer maintains custody of insurance policies
in accordance with 5.04.
Upon an Employer's request and to the extent permitted by the Code
and other applicable laws and regulations thereunder, a
contribution which was made by a mistake in fact, or conditioned
upon the initial qualification of the Plan under Code Section
401(a) or upon the deductibility of the contribution under Section
404 of the Code shall be returned to the Employer within one year
after the payment of the contribution, the denial of the Plan's
initial qualification, or the disallowance of the deduction (to the
extent disallowed) whichever is applicable. All contributions to
the Plan are expressly made upon the assumption such contributions
are fully deductible for federal income tax purposes.
7.03 Participant Contributions. No contributions shall be required of
or permitted by any Participant under this Plan.
7.04 Miscellaneous.
(a) Any actuarial gains arising from actuarial experience under
the Plan shall be used to reduce the Employer contributions
and will not be used to increase any benefits payable under
this Plan. No forfeiture arising from severance of
employment, death or for any other reason, shall be applied
to increase the benefits any Participant would otherwise
receive under the Plan at any time prior to the termination
of the Plan or the complete discontinuance of Employer
contributions hereunder, but all amounts so
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50
forfeited shall be used as soon as possible to reduce the
Employer contributions under the Plan.
(b) No person shall have any interest in or right to the Fund
or any part thereof, except as expressly provided in the
Plan.
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51
ARTICLE VIII
ADMINISTRATION OF THE PLAN
8.01 Named Fiduciaries.
(a) The following parties are named as Fiduciaries of the Plan
and shall have the authority to control and manage the
operation and administration of the Plan:
(1) The Board;
(2) The Trustee(s);
(3) The Safekeeping Trustees;
(4) The Pension Committee; and
(5) The Insurer.
(b) The Fiduciaries named above shall have only the powers and
duties hereinafter expressly enumerated and shall have no
other powers and duties under the Plan. In discharging
their powers and duties hereunder, the Fiduciaries shall
act in accordance with the Standard of Fiduciary Duty set
forth in 8.07.
8.02 Board of Directors.
(a) The Board shall have the following powers and duties with
respect to the Plan:
(1) to formulate and to implement a funding policy
designed to produce sufficient funds to discharge
when due all obligations of the Plan with respect
to the benefits provided hereunder;
(2) to cause the Employer to make contributions to the
Plan pursuant to the funding policy and based on
the recommendations of the Actuary in such amounts
as are necessary to fund the Plan on a basis
permitted under Section 302 of the Act;
(3) to appoint and remove the members of the Pension
Committee as provided herein; and
(4) to terminate the Plan in whole or in part pursuant
to the procedures provided hereunder.
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52
(b) The Compensation and Stock Option Committee of the Board
shall have the power to amend any or all of the provisions
of the Plan. (However, see 8.06(c) for certain amendment
powers granted to the Committee).
(c) The Board shall have no other responsibilities with respect
to the Plan.
8.03 Trustee(s). The Trustee(s) shall exercise all of the powers and
duties assigned to the Trustee(s) as set forth in the Trust
Agreement(s). The Trustee(s) shall have no other responsibilities
with respect to the Plan. (See Section 2.52 and Schedule C.)
8.04 Safekeeping Trustees. The Safekeeping Trustees shall have the
powers and duties set forth in Section 11.01 and in the Safekeeping
Trust. The Safekeeping Trustees shall have no other
responsibilities with respect to the Plan.
8.05 Insurer. An Insurer which issues an insurance policy under 5.04
shall perform its obligations under any such policy in accordance
with the terms thereof. An Insurer which agrees to maintain
custody of such policies in accordance with 5.04 shall hold and
safeguard such policies subject to the provisions of the written
agreement with the Trustee. The Insurer shall have no other
responsibilities with respect to the Plan.
8.06 Pension Committee.
(a) The Committee shall consist of not less than three
individuals who shall be appointed by and serve at the
pleasure of the Board. Any Participant, officer, former
officer or director of any Employer shall be eligible to be
appointed a member of the Committee and all members shall
serve as such without compensation. Upon termination of
his employment with such Employer or upon termination of
his position as a director, if not a Participant or former
officer, he shall cease to be a member of the Committee.
The Board shall have the right to remove any member of the
Committee at any time. A member may resign at any time by
written notice to the Committee and the Board. If a
vacancy in the Committee should occur, a successor shall be
appointed by the Board. The Committee shall by written
notice keep the Trustee notified of current membership of
the Committee, its officers and agents. The Committee
shall furnish the Trustee a certified signature card for
each member of the Committee and for all purposes hereunder
the Trustee shall be conclusively entitled to rely upon
such certified signatures.
(b) The Board shall appoint a Chairman and a Secretary from
among the members of the Committee. All resolutions,
determinations and other actions shall be by a majority
vote of all members of the Committee. The
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53
Committee may appoint such agents, who need not be members
of the Committee, as it deems necessary for the effective
performance of its duties, and may delegate to such agents
such powers and duties, whether ministerial or
discretionary, as the Committee deems expedient or
appropriate. The compensation of such agents shall be
fixed by the Committee; provided, however, that in no event
shall compensation be paid if such payment violates the
provisions of Section 406 of the Act and is not exempted
from such prohibitions by Section 408 of the Act.
(c) The Committee shall have complete control of the
administration of the Plan with all powers necessary to
enable it to properly carry out the provisions of the Plan.
In addition to all implied powers and responsibilities
necessary to carry out the objectives of the Plan and to
comply with the requirements of the Act, the Committee
shall have the following specific powers and
responsibilities:
(1) to construe the Plan and Trust Agreement and to
determine all questions arising in the
administration, interpretation and operation of
the Plan;
(2) to decide all questions relating to the
eligibility of Employees to participate in and to
receive benefits under the Plan and Trust
Agreement;
(3) to determine the benefits of the Plan to which any
Participant or Beneficiary may be entitled;
(4) to adopt procedures for providing adequate notice
in writing to any Participant or Beneficiary whose
claim for benefits under the Plan is denied, which
notice shall set forth the specific reasons for
such denial (written in a manner calculated to be
understood by the Participant or Beneficiary); and
to provide a procedure for affording a reasonable
opportunity to any Participant or Beneficiary
whose claim for benefits has been denied, a full
and fair review by the Committee of the decision
denying the claim;
(5) to keep records of all acts and determinations of
the Committee, and to keep all such records, books
of accounts, data and other documents as may be
necessary for the proper administration of the
Plan;
(6) to prepare and distribute to all Plan Participants
and Beneficiaries information concerning the Plan
and their rights under the Plan, including, but
not limited to, all information which is required
to
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54
be distributed by the Act, the regulations
thereunder, or by any other applicable law;
(7) to file with the Secretary of Labor such reports
and additional documents as may be required by the
Act and regulations issued thereunder, including,
but not limited to, a plan description, summary
plan description, modifications and changes,
annual reports, terminal reports and supplementary
reports;
(8) to file with the Secretary of the Treasury and the
Pension Benefit Guaranty Corporation all reports
and information required to be filed by the
Internal Revenue Code, the Act and regulations
issued under each;
(9) to do all things necessary to operate and
administer the Plan in accordance with its
provisions and in compliance with applicable
provisions of federal law;
(10) to amend certain portions of this Plan as
specifically delegated to the Committee in this
Plan (e.g., any Schedule authorizing Affiliated
Sponsors to participate in the Plan, etc.), to
amend the Plan to comply with changes in law
recommended by legal counsel that are necessary to
maintain the tax qualified status of the Plan and
to make other amendments to the Plan that do not
materially increase the costs associated with the
plan.; and
(11) to appoint and remove the Trustee(s).
(d) Miscellaneous. To enable the Committee to perform its
functions, the Employer shall supply full and timely
information of all matters relating to the compensation and
length of service of all Participants, their retirement,
death or other cause of termination of employment, and such
other pertinent facts as the Committee may require. The
Committee shall advise the Trustee of such facts and issue
to the Trustee such instructions as may be required by the
Trustee in the administration of the Plan. The Committee
and the Employer shall be entitled to rely upon all
certificates and reports made by a Certified Public
Accountant selected or approved by the Company. The
Committee, the Employer and its officers and the Trustee,
shall be fully protected in respect of any action taken or
suffered by them in good faith in reliance upon the advice
or opinion of any actuary, accountant or attorney, and all
action so taken or suffered shall be conclusive upon each
of them and upon all other persons interested in the Plan.
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55
8.07 Standard of Fiduciary Duty. Any Fiduciary, or any person
designated by a Fiduciary to carry out fiduciary responsibilities
with respect to the Plan, shall discharge his duties solely in the
interests of the Participants end Beneficiaries for the exclusive
purpose of providing them with benefits and defraying the
reasonable expenses of administering the Plan. Any Fiduciary shall
discharge his duties with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent man acting
in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims.
Any Fiduciary shall discharge his duties in accordance with the
documents and instruments governing the Plan insofar as such
documents and instruments are consistent with the provisions of the
Act. Notwithstanding any other provisions of the Plan, no
Fiduciary shall be authorized to engage in any transaction which is
prohibited by Sections 406 and 2003(a) of the Act or Section 4975
of the Code in the performance of its duties hereunder.
8.08 Indemnification of Committee. To the extent permitted under the
Act, the Plan shall indemnify the Board and the Committee against
any cost or liability which they may incur in the course of
administering the Plan and executing the duties assigned pursuant
to the Plan. The Employer shall indemnify the Committee and the
members of the Board against any personal liability or cost not
provided for in the preceding sentence which they may incur as a
result of any act or omission in relation to the Plan or its
Participants. The Employer may purchase fiduciary liability
insurance to insure its obligation under this Section.
8.09 Claims Procedure. Any Participant, Former Participant,
Beneficiary, Spouse or legal representative thereof (hereinafter
referred to as "Claimant"), may file a claim for benefits under the
Plan by submitting to the Committee a written statement describing
the nature of the claim and requesting a determination of its
validity under the terms of the Plan. Within sixty (60) days after
the date such claim is received by the Committee, it shall issue a
ruling with respect to the claim.
If special circumstances require an extension of time for
processing, the Committee shall send the Claimant written notice of
the extension prior to the termination of the 60-day period. In no
case, however, shall the extension of time delay the Committee's
decision on such appeal beyond one hundred twenty (120) days
following receipt of the actual request. If the claim is wholly or
partially denied, written notice shall be furnished to the
claimant, which notice shall set forth in a manner calculated to be
understood by the Claimant:
(a) the specific reason or reasons for denial;
(b) specific reference to pertinent Plan provisions on which
the denial is based;
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56
(c) a description of any additional material or information
necessary for the Claimant to perfect the claim and an
explanation of why such material or information is
necessary; and
(d) an explanation of the claims review procedures.
Any Claimant whose claim for benefits has been denied, may appeal
such denial by submitting to the Committee a written statement
requesting a further review of the decision within sixty (60) days
of the date the Claimant receives a notice of such denial. Such
statement shall set forth the reasons supporting the claim, the
reason such claim should not have been denied, and any other issues
or comments which the Claimant deems appropriate with respect to
the claim.
If the Claimant shall request in writing, the Committee shall make
copies of the Plan documents pertinent to his claim available for
examination by the Claimant.
Within sixty (60) days after the request for further review is
received, the Committee shall review its determination of benefits
and the reasons therefor and notify the claimant of its final
decision.
If special circumstances require an extension of time for
processing, the Committee shall send the Claimant written notice of
the extension prior to the termination of the 60-day period. In
no case, however, shall the extension of time delay the Committee's
decision on such appeal request beyond one hundred twenty (120)
days following receipt of the actual request.
Such written notice shall include specific reasons for the
decision, written in a manner calculated to be understood by the
Claimant, with specific references to the pertinent Plan provisions
on which the decision is based.
8.10 Appointment of Investment Manager. The Company, acting through its
Chief Executive Officer or the Pension Committee, may from time to
time appoint (and remove) one or more investment fund managers (the
"Investment Manager") who shall have the authority to direct
investments to be made by the Trustee with respect to all or any
part of the assets of the Trust Fund. Any such Investment Managers
must either be registered as an investment advisor under the
Investment Advisors Act of 1940 or be a bank, as defined in such
Act. Any Investment Managers appointed under this Section shall
acknowledge, in writing, its acceptance of such appointment and
that it is a fiduciary with respect to the assets of the Trust Fund
subject to its investment direction. Upon receipt of written
notice of the appointment of an Investment Manager, the Trustee
shall perform such custodial and disbursing functions and
ministerial acts relating to investments directed by the Investment
Manager as may be required to carry out the administration of the
Trust Fund but shall be relieved of all responsibility for
investment or failure to invest that portion of the Trust Fund
subject to
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investment direction by the Investment Manager during the period of
appointment of such Investment Manager.
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ARTICLE IX
AMENDMENT AND TERMINATION
9.01 Amendment of the Plan.
The Pension Committee shall have the right, at any time, to amend
any or all of the provisions of the Plan; provided, however, that
no such amendment shall authorize or permit any part of the Fund
held by the Trustee to be diverted to purposes other than for the
exclusive benefit of Participants and their Beneficiaries; and
further provided that no amendment shall have the effect of
revesting in the Employer any portion of the Fund except such
amounts as may, due to erroneous actuarial computation, remain in
the Fund after termination of the Plan and after all liabilities
under the Plan have been satisfied.
9.02 Termination of the Plan.
(a) The Employer expects this Plan to be continued indefinitely
but, of necessity, the right to terminate the Plan and its
Contributions hereunder at any time with respect to its
Employees is reserved by the Company. In the event that it
becomes necessary to terminate or partially terminate the
Plan, or there is a complete discontinuance of Employer
contribution, then the Accrued Benefit of each Participant,
to the extent funded, shall become fully vested and
non-forfeitable as of the date of such termination or
partial termination in the manner hereinafter provided in
this Section 9.02.
(b) If the Company shall elect to terminate the Plan, the Board
shall give written notice of such fact to the Pension
Committee, thereafter the Pension Committee shall wind up
the affairs of the Plan and file all requests for
determinations, notices of intent to terminate and terminal
reports as may be required by the Internal Revenue Code,
the Act and regulations issued thereunder.
(c) In the event that the Plan shall be terminated or partially
terminated, the Committee shall then allocate the assets of
the Plan among the Employers and, with respect to each
terminating Employer separately, shall arrange for the
assets of the Plan (available to provide benefits) to be
allocated among the Participants and Beneficiaries in
accordance with Section 4044 of the Act and regulations
issued thereunder, in the following order:
(1) FIRST, in the case of benefits payable as an annuity -
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(A) To benefits which were being paid as of
three years prior to the date of
termination of the Plan, with the amount
to be allocated to each such benefit,
based on the provisions of the Plan in
effect during the 5-year period preceding
the date of termination under which such
benefit would be the least,
(B) To benefits which would have been paid as
of three years prior to the date of
termination (i) if the Participant had
retired prior to the three-year period and
(ii) if his benefits had commenced (in the
normal form of annuity under the Plan) as
of the beginning of such three-year
period, with the amount to be allocated to
each such benefit determined under the
provisions of the Plan in effect during
the five-year period preceding the date of
termination under which the benefit would
be the least.
(2) SECOND, to all other benefits guaranteed by the
termination insurance provisions of Title IV of
the Act (with the amount to be allocated to each
such benefit determined without regard to the
limitation contained in Section 4022(b)(5) of the
Act on the amount of guaranteed non-forfeitable
basic benefits), including those benefits which
would have been guaranteed except for the
limitation on coverage of a "substantial owner"
under Section 4022(b)(6) of the Act.
(3) THIRD, to all other uninsured, non-forfeitable
benefits under the Plan.
(4) FOURTH, to all other benefits under the Plan.
(e) If the assets available for allocation of any class
specified above are insufficient to satisfy in full the
benefits of all individuals within that class, the assets
shall be allocated pro rata among such individuals on the
basis of present value (as of the termination date) of
their respective benefits.
(f) The Committee shall then arrange for the Trustee to
liquidate the assets held in the Fund which are applicable
to each terminating Employer and shall secure from the
Trustee a statement of the liquidated value of such assets.
The Committee, in its sole discretion, shall direct the
Trustee to purchase from an insurance company an annuity
contract or contracts which provides the benefits to which
each Participant or Beneficiary is entitled. The Trustee
shall distribute the assets in accordance with the
directions of the Committee.
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60
(g) Any residual assets of the Plan remaining after
distribution in accordance with the preceding paragraphs
shall be distributed to the Employer, provided:
(1) all liabilities of the Plan to Participants and
Beneficiaries have been satisfied, and
(2) the distribution does not contravene any provision
of law.
9.03 Restriction on Certain Benefits and Distributions.
(a) In the event the Plan is terminated, the benefits provided
to any Top-25 Highly Compensated Employee shall be limited
to a benefit that is nondiscriminatory within the meaning
of Code Section 401(a)(4).
(b) The annual distribution to a Top-25 Highly Compensated
Employee cannot exceed the annual payment under a Life
Annuity (as defined in Section 6.01(a)) based on the
Actuarial Equivalence of the Participant's Accrued Benefit
and other benefits under the Plan.
(c) The restriction in Section 9.03(b) shall not apply under
the following circumstances:
(i) After payment of the Top-25 Highly Compensated
Employee's Retirement Income, the value of the
Plan's assets equals or exceeds 110 percent of the
value of the Plan's Current Liabilities.
(ii) The value of the Top-25 Highly Compensated
Employee's Retirement Income is less than one
percent of the value of the Plan's Current
Liabilities.
(d) The restrictions of this Section 9.03 (including paragraphs
(a) and (b)) shall not apply if the Commissioner of
Internal Revenue or his/her delegate determines that such
restrictions are not necessary to prevent prohibited
discrimination in favor of Highly Compensated Employees in
the event of an early termination of the Plan.
(e) For the purposes of this Section 9.03, the following
definitions shall apply:
(i) "Top-25 Highly Compensated Employee" shall mean
any member of the top 25 Highly Compensated
Employees and highly compensated former employees
(as defined in Code Section
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414(q)(9)) with the greatest Compensation (as
defined in Plan Section 13.04(b)).
(ii) "Current Liabilities" shall have that meaning
contained in Code Section 412(l)(7).
(iii) "Retirement Income" shall have that meaning
contained in Plan Section 2.46 and, in addition,
loans in excess of the amount set forth in Code
Section 72(p)(2)(A), any periodic income, any
withdrawal values payable to a living employee,
and any death benefits not provided for by
insurance on the employee's life.
(f) This Section 9.03 is intended to comply with the provisions
of Proposed Regulation Section 1.401(a)(4)-5(c) or any
successor regulation thereto, and the provisions of this
Section 9.03 shall be so interpreted. This Section 9.03
shall be effective January 1, 1991. Prior to that date,
the provisions of the Prior Plan dealing with the top 25
highest paid employees shall apply.
9.04 Adoption of the Plan by a Participating Employer.
(a) The Committee shall determine which employers shall become
participating employers within the terms of the Plan. In
order for the Committee to designate an Employer as a
Participating Employer, the Committee must approve the
addition of the Participating Employer's identity to
Schedule A (which approval may be retroactive to an earlier
effective date). The Committee may also specify such terms
and conditions pertaining to the adoption of the Plan by
the Participating Employer as the Board deems appropriate.
With the Committee's consent, a Participating Employer may
limit participation in the Plan to certain of its
Employees.
The Committee shall maintain a schedule, Schedule A,
attached to the plan document, listing Participating
Employers, groups of Employees designated as participating
in the Plan by those Participating Employers, and the
effective date of designation (the "Designation Date") as a
Participating Employer. Such Schedule shall specify the
extent, if any, to which service with the Participating
Employer prior to the Designation Date shall qualify as
Credited Service hereunder. Notwithstanding any other
provision of this Plan, no Employee whose termination of
employment precedes the Designation Date shall be entitled
to any benefits hereunder.
(b) The plan of the Participating Employer and of the Company
shall be considered a single plan for purposes of Section
1.414(1)-1(b)(1) of the
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Treasury Regulations. All assets contributed to the Plan
by the Participating Employer shall be held in a single
fund together with the assets contributed by the Company
(and with the assets of any other Participating Employers);
and so long as the Participating Employer continues to be
designated as such, all assets held in such fund shall be
available to pay benefits to all eligible employees and
beneficiaries covered by the Plan irrespective of whether
such Employees are employed by the Company or by the
Participating Employer. Nothing contained herein shall be
construed to prohibit the separate accounting for assets
contributed by the Company and the Participating Employers
for purposes of cost allocation if directed by the
Committee or the holding of plan assets in more than one
Trust Fund with more than one Trustee.
(c) So long as the Participating Employer's designation as such
remains in effect, the Participating Employer shall be
bound by, and subject to all provisions of the Plan and the
Trust Agreement. The exclusive authority to amend the Plan
and the Trust Agreement shall be vested in the Committee
and no Participating Employer shall have any right to amend
the Plan or the Trust Agreement. Any amendment to the Plan
or the Trust Agreement adopted by the Committee shall be
binding upon every Participating Employer without further
action by such Participating Employer.
(d) So long as each Participating Employer shall be designated
as such pursuant to Section 9.04(a), such Participating
Employer shall be liable for its pro rata share of the
contribution deemed necessary by the Actuary to fund the
Plan on an acceptable basis in accordance with Title I,
Section 302 and Title II, Section 1013 of the Act. The
total contribution required each year to fund the Plan
shall be apportioned among the Company and the
Participating Employers based upon the advice of the
Actuary and subject to such Treasury or Labor regulations
as may be from time to time applicable.
(e) No Participating Employer other than the Company shall have
the right to terminate the Plan. However, any
Participating Employer may withdraw from the Plan by action
of its Board of Directors provided such action is
communicated in writing to the Committee. The withdrawal
of a Participating Employer shall be effective as of the
December 31st following receipt of the notice of withdrawal
(unless the Committee consents to a different effective
date). In addition, the Committee may terminate the
designation of a Participating Employer to be effective on
such date as the Committee specifies. Any such
Participating Employer which ceases to be a Participating
Employer shall be liable for all cost accrued through the
effective date of its withdrawal or termination. In
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the event of the withdrawal or termination of a
Participating Employer as provided in this paragraph, such
Employer shall have no right to direct that assets of the
Plan be transferred to a successor plan for its Employees
unless such a transfer is approved by the Committee in its
sole discretion.
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ARTICLE X
MISCELLANEOUS
10.01 Headings. The headings and subheadings in this Plan have been
inserted for convenience of reference only and are to be ignored in
any construction of the provisions hereof.
10.02 Governing Law. The Plan shall be construed and enforced and all
provisions thereof administered in accordance with the Act and to
the extent not governed by the Act in accordance with the laws of
the State of Georgia.
10.03 Spendthrift Clause. Except as provided in the terms of a
"qualified domestic relations order" as defined in Code Section
414(p) and to the extent otherwise required or permitted by law,
none of the benefits, payments, proceeds or distributions under
this Plan shall be subject to the claim of any creditor of the
Former Employee, Participant or Beneficiary hereunder, or to any
legal process by any creditor of such Former Employee, Participant
or Beneficiary, and none of them shall have any right to alienate,
commute, anticipate or assign any of the benefits, payments,
proceeds or distributions under this Plan except to the extent
expressly provided herein to the contrary. If any Participant
shall attempt to dispose of the benefits provided for him
hereunder, or to dispose of the right to receive such benefits, or
in the event there should be an effort to seize such benefits or
the right to receive such benefits by attachment, execution or
other legal or equitable process, such right may pass and be
transferred, at the discretion of the Committee, to such one or
more as may be appointed by the Committee from among the
Beneficiaries, if any, theretofore designated by the Participant,
or from the spouse, children or other dependents of the
Participant, in such shares as the Committee may appoint. Any
appointment so made by the Committee may be revoked by it at any
time and further appointment made by it which may include the
Participant.
10.04 Legally Incompetent; Minors. If any Former Employee, Participant
or Beneficiary is a minor, or, in the judgment of the Committee, is
otherwise legally incapable of personally receiving and giving a
valid receipt for any payment due him hereunder, the Committee may,
unless and until claim shall have been made by a duly appointed
guardian or committee of such person, direct that such payment or
any part thereof be made to such person's spouse, child, parent,
brother or sister, or other person deemed by the Committee to have
incurred expense for or assumed responsibility for the expenses of
such person.
10.05 Discrimination. The Employer, through the Committee, shall
administer the Plan in a uniform and consistent manner with respect
to all Participants and shall not permit discrimination in favor of
Highly Compensated Employees.
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10.06 Claims. Any payment to a Participant or Beneficiary, or to their
legal representatives, in accordance with the provisions of this
Plan, shall to the extent thereof be in full satisfaction of all
claims hereunder against the Trustee, Committee and the Employer,
any of whom may require such Participant, Beneficiary or legal
representative, as a condition precedent to such payment, to
execute a receipt and release therefor in such form as shall be
determined by the Trustee, the Committee or the Employer, as the
case may be.
10.07 Compliance with Applicable Laws. The Employer, through the
Committee, shall interpret and administer the Plan in such manner
that the Plan and Trust shall remain in compliance with the Code,
with the Act, and all other applicable laws, regulations and
revenue rulings.
10.08 Merger. In the event of any merger or consolidation of the Plan
with any other plan, or the transfer of assets or liabilities by
the Plan to another plan, each Participant must receive (assuming
that the Plan then terminated) a benefit immediately after the
merger, consolidation, or transfer which is equal to or greater
than the benefit such Participant would have been entitled to
receive immediately before the merger, consolidation, or transfer
(assuming that the Plan had then terminated), provided such merger,
consolidation, or transfer took place after the date of enactment
of the Act.
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ARTICLE XI
SPECIAL PROVISION REGARDING SAFEKEEPING TRUST
11.01 The assets of the Plan are held primarily by Trust Company Bank and
its successors, if any, pursuant to an Agreement and Declaration of
Trust effective as of January 1, 1975. As of November 1, 1982, the
Employer established a second Trust Agreement ("Safekeeping
Trust"). As of the Effective Date, Edward M. Jones, Jerry Nix, and
Earl Dolive are the Trustees of the Safekeeping Trust ("Safekeeping
Trustees"). Effective February 1, 1990, George Kalafut was added
as a Safekeeping Trustee. The Employer may from time to time
maintain certain other trust funds as part of the Fund as permitted
under this Plan, as amended effective January 1, 1989.
The Safekeeping Trust was established to hold certain assets of the
Plan and exists concurrently with the other trusts described above,
all of which comprise the Trust Fund of this Plan. The purpose of
this Article XI is to make clear that Trust Company Bank and the
other trustees shall have no duties or responsibilities whatsoever
with respect to the Safekeeping Trust and the Safekeeping Trustees
shall have no duties or responsibilities whatsoever with respect to
any portion of the Fund other than the portion held in the
Safekeeping Trust. The Company shall indemnify and hold harmless
each Safekeeping Trustee against any personal liability or expense
arising from his service as Safekeeping Trustee.
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ARTICLE XII
TOP-HEAVY RULES
12.01 General Rule. If the Plan is or becomes Top-Heavy, the provisions
of this Article will supersede any conflicting provision in the
Plan.
12.02 Definitions.
(a) Top-Heavy: The Plan shall be Top-Heavy for the Plan Year
if, as of the Determination Date, the present value of the
Accrued Benefits attributable to Key Employees exceeds 60%
of the present value of all Accrued Benefits under the
Plan. If the Employer maintains more than one plan, all
plans in which any Key Employee participates and all plans
which enable this Plan to satisfy the antidiscrimination
requirements of Section 401(a)(4) and 410 must be combined
with this Plan ("required aggregation group") for the
purposes of applying the 60% test described in the
preceding sentence. Plans maintained by the Employer which
are not in the required aggregation group may be combined
at the Employer's discretion with this Plan for the
purposes of determining Top-Heavy status if the combined
plan satisfies the requirements of Code Section 401(a)(4).
If the Employer maintains a defined contribution plan which
is aggregated with this Plan, the account balances of
participants under the defined contribution plan shall be
determined in accordance with the provisions of that plan
and combined with Accrued Benefits under this Plan for the
purpose of applying the 60% test described in the first
sentence of this paragraph.
In determining the present value of Participant Accrued
Benefits, all distributions made during the five year
period ending on the Determination Date shall be included.
The Accrued Benefit of (i) any employee who at one time was
a Key Employee but who is not a Key Employee for the Plan
Year ending on the Determination Date; and (ii) any
employee who has received no Compensation from the Employer
or a related employer maintaining a plan in the aggregation
group for the five years immediately preceding the
Determination Date shall be disregarded in determining
Top-Heavy status.
For the purposes of this subsection, a Participant rollover
shall be included in the present value of Participant
Accrued Benefits except to the extent that the rollover was
received in a transaction consummated after December 31,
1983 which was initiated by the Participant and the amount
received is attributable to a distribution or transfer from
the plan of an employer which is unrelated to the Employer.
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Solely for the purpose of determining if the Plan, or any
other plan included in the required aggregation group, is
Top-Heavy, the Accrued Benefit of an Employee other than a
Key Employee shall be determined under (i) the method, if
any, that uniformly applies for accrual purposes under all
plans maintained by the Affiliates, or (ii) if there is no
such method, as if such benefit accrued not more rapidly
than the slowest accrual rate permitted under the
fractional accrual rate of Code Section 411(b)(1)(C). This
paragraph shall be effective January 1, 1987.
(b) Key Employee. Shall mean any Employee or former Employee
(and the Beneficiaries of such Employee) who at any time
during the Plan Year which ends on the Determination Date
or the preceding 4 Plan Years (1) was an officer of the
Employer having annual Compensation from the Employer
greater than 50% of the amount in effect under Code Section
415(b)(1)(A) for such Plan Year; (ii) an owner (or
considered an owner under Section 318 of the Code) of one
of the ten largest interests in the Employer if such
individual's Compensation equals or exceeds the dollar
limitation under Section 415(c)(1)(A) of the Code; (iii) a
5-percent owner of the Employer; or (iv) a 1-percent owner
of the Employer who has an annual Compensation of more than
$150,000.
(c) Determination Date: For any Plan Year, the last day of the
preceding Plan Year.
(d) Non-key Employee. Any Participant who is not a
Key-Employee.
(e) Present Value: The present value of Accrued Benefits for
the purpose of determining Top-Heavy status, shall be
calculated in accordance with the actuarial assumptions
specified in Section 2.03 of the Plan.
12.03 Minimum Accrued Benefit.
(a) Notwithstanding any other provision in this Plan except (b)
below, for any Plan Year in which this Plan is Top-Heavy,
each Participant who is not a Key Employee and has
completed 1,000 Hours of Service will accrue a benefit (to
be provided solely by Employer contributions and expressed
as a single life annuity commencing at Normal Retirement
Age) of not less than two percent (2%) of his or her
highest average Compensation for the five consecutive years
for which the Participant had the highest Compensation.
The minimum accrual applies even though under other Plan
provisions the Participant would not otherwise be entitled
to receive an accrual, or would have received a lesser
accrual for the year because (i) the Participant fails to
make mandatory contributions to the Plan, (ii) the
Participant's Compensation is less than a stated amount,
(iii) the Participant is not employed on the last day of
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the accrual computation period, or (iv) the Plan is
integrated with Social Security.
(b) No additional benefit accruals shall be provided pursuant
to (a) above to the extent that the total accrual on behalf
of the Participant attributable to Employer contributions
will provide a benefit expressed as a single life annuity
commencing at Normal Retirement Age that equals or exceeds
20 percent of the Participant's highest average
compensation for the five consecutive years for which the
Participant had the highest compensation. Also, the
benefit accrual requirement of this section shall not apply
if the Employer maintains a defined contribution plan and
contributes thereto an amount sufficient to render the
benefit accrual requirements of this section inapplicable
under regulations prescribed by the Secretary of the
Treasury.
12.04 Form of Benefit. If the form of benefit is other than a single
life annuity, the Participant must receive an amount that is the
actuarial equivalent of the minimum single life annuity benefit.
If the benefit commences at a date other than at Normal Retirement
Age, the Participant must receive at least an amount that is the
actuarial equivalent of the minimum single life annuity benefit
commencing at Normal Retirement Age.
12.05 Nonforfeitability of Employer Top-Heavy Contribution. The Employer
Top-Heavy Accrued Benefit (to the extent required to be
nonforfeitable under Code Section 416(b)) may not be forfeited
under Code Sections 411(a)(3)(B) or 411(a)(3)(D).
12.06 Minimum Vesting. If the Plan becomes Top Heavy, the following
vesting schedule shall be applied notwithstanding any provision in
this Plan to the contrary:
Credited Service Percent of Accrued
at Termination Date Benefit Vested
------------------------- ------------------
2 years 20%
3 years 40%
4 years 60%
5 years 80%
6 years 100%
The vesting schedule described above shall not apply to any
Participant unless the Participant has accumulated at least one
Hour of Service after the Plan becomes Top Heavy. If the Plan
becomes Top Heavy and subsequently ceases to be such, the vesting
schedule described above shall continue to apply in
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determining the vested Accrued Benefit of any Participant who has
at least three years of Credited Service on the last day of the Top
Heavy Plan Year. Notwithstanding the foregoing, no change in the
vesting schedule shall reduce the then vested percentage of any
Participant's Accrued Benefit.
12.07 Combined Plan Limitation For Top Heavy Years. In any Plan Year
during which more than 90% of the Accrued Benefits under the Plan
(after aggregation) are attributable to Key Employees, 100% or an
equivalent factor shall be substituted for 125% or an equivalent
factor in the combined plan fraction denominators set forth in the
Section of this Plan which limits maximum benefits pursuant to
Section 415 of the Code. In any Plan Year during which more than
60% but not more than 90% of the Accrued Benefits under the Plan
(after aggregation) are attributable to Key Employees, 100% or an
equivalent factor shall be substituted for 125% or an equivalent
factor in the combined plan fraction denominators unless the
minimum Accrued Benefit of each non Key Employee meets the
requirements of Section 12.03 after substituting 3% for 2% in
Section 12.03(a) and 30% for 20% in Section 12.03(b).
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71
ARTICLE XIII
MAXIMUM BENEFITS
13.01 General Rule.
The provisions of this Article XIII shall be effective for Plan
Years beginning after December 31, 1986. The annual benefit
payable to a Participant at any time shall not exceed the maximum
permissible amount. "Maximum permissible amount" shall mean the
lesser of (i) $90,000 (such limitation to be adjusted automatically
as determined by the Commissioner of Internal Revenue for each
calendar year, and the new limitation to apply to limitation years
ending within the calendar year of the date of the adjustment); or
(ii) 100 percent of the Participant's highest average compensation.
If the annual benefit commences before or after the Participant's
Social Security Retirement Age, the maximum permissible amount
shall be determined under Section 415 of the Code and Regulations
and rulings thereunder. If the annual benefit commences when the
Participant has less than ten years of Credited Service with the
Company or less than ten years of participation in this Plan or any
predecessor plan to this Plan, the maximum permissible amount
otherwise defined above shall be reduced by one-tenth for each year
less than ten in accordance with applicable regulations.
13.02 Combined Plan Limitations.
If the Employer maintains, or any time maintained, one or more
qualified defined contribution plans covering any Participant in
this Plan, the sum of the Participant's defined contribution
fraction and defined benefit fraction shall not exceed 1.0 in any
limitation year, and the annual benefit otherwise payable to the
Participant under this Plan shall be frozen or reduced to the
extent necessary so that the sum of such fractions shall not exceed
1.0.
13.03 Grandfather Rule.
In the case of an individual who was a participant in one or more
defined benefit plans of the Employer which were in existence on
July 1, 1982, the maximum permissible amount for such individual
under all such defined benefit plans shall not be less than the
individual's accrued benefit under all such defined benefit plans
as of the end of the last limitation year beginning before January
1, 1983, but determined without regard to changes in the plan or
cost-of-living increases occurring after July 1, 1982. The
preceding sentence applies only if all such defined benefit plans
met the requirements of Section 415 of the Code, as in effect on
July 1, 1982, for all limitation years beginning before January 1,
1983.
13.04 Definitions. For purposes of Article XIII, the following
definitions shall apply:
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(a) "Annual benefit" means Retirement Income under the Plan
which is payable annually in the form of a straight life
annuity. The interest rate assumption used to determine
actuarial equivalence for this purpose shall be the greater
of the interest rate specified in this plan or 5 percent.
No actuarial adjustment to the benefit is required for (i)
the value of a qualified Joint and Survivor Annuity; (ii)
the value of benefits that are not directly related to
retirement benefits (such as a qualified disability
benefit, pre-retirement death benefits, and post-retirement
medical benefits); or (iii) the value of post-retirement
cost-of-living increases made in accordance with federal
income tax regulations.
(b) "Compensation" means a Participant's wages as defined in
Code Section 3401(a) (wages subject to income tax
withholding at the source) but without regard to exceptions
contained in Code Section 3401(a) for wages based on the
nature or location of the employment or the services
performed. The intent of this definition is to comply with
the alternative definition of compensation described in
Treasury Regulation Section 1.415-2(d)(11)(ii).
(c) "Defined benefit fraction" means a fraction, the numerator
of which is the sum of the Participant's projected annual
benefits under all the defined benefit plans (whether or
not terminated) maintained by the Employer, and the
denominator of which is the lesser of (i) 125 percent of
the dollar limitation in effect for the limitation year
under Section 415(b)(1)(A) of the Code; or (ii) 140 percent
of the Participant's highest average compensation.
Notwithstanding the foregoing, if the Participant was a
Participant in a plan in existence on July 1, 1982, the
denominator of this fraction shall not be less than 125
percent of the sum of the annual benefits under such plans
which the Participant had accrued as of the end of the last
limitation year beginning before January 1, 1983, but
determined without regard to changes in the Plan or
cost-of-living increases occurring after July 1, 1982. The
preceding sentence applies only if the defined benefit
plans individually and in the aggregate satisfied the
requirements of Section 415 for all limitation years
beginning before January 1, 1983.
(d) "Defined contribution fraction" means a fraction, the
numerator of which is the sum of the annual additions to
the Participant's account under all the defined
contribution plans (whether or not terminated) maintained
by the Employer for the current and all prior limitation
years, and the denominator of which is the sum of the
maximum aggregate amounts for the current and all prior
limitation years of employment with the Employer
(regardless of whether a defined contribution plan was
maintained by the Employer).
- 67 -
73
The maximum aggregate amount in any limitation year is the
lesser of 125 percent of the dollar limitation in effect
under Section 415(c)(1)(A) of the Code; or (ii) 35 percent
of the Participant's compensation for such year.
If the Employee was a participant in one or more defined
contribution plans maintained by the Employer which were in
existence on July 1, 1982, the numerator of this fraction
shall be adjusted if the sum of this fraction and the
defined benefit fraction would otherwise exceed 1.0 under
the terms of this Plan. Under the adjustment, an amount
equal to the product of (1) the excess of the sum of the
fractions over 1.0 times and (2) the denominator of this
fraction, will be permanently subtracted from the numerator
of this fraction. The adjustment is calculated using the
fractions as they would be computed as of the end of the
last limitation year beginning before January 1, 1983.
(e) "Employer" means an Affiliate.
(f) "Highest average compensation" means the average
compensation for the three consecutive years of Credited
Service with the Employer that produces the highest
average.
(g) "Limitation year" means the Plan Year.
(h) "Projected annual benefit" means the annual benefit to
which the Participant would be entitled under the terms of
the Plan assuming (i) the Participant will continue
employment until normal retirement age under the Plan (or
current age, if later); and (ii) the Participant's
compensation for the current limitation year and all other
relevant factors used to determine benefits under the Plan
will remain constant for all future limitation years.
(i) "Annual additions" means the sum of the following amounts
credited to a Participant's account for the limitation
year:
(i) Employer contributions;
(ii) Forfeitures;
(iii) nondeductible employee contributions; provided,
however, that the annual addition for any
limitation year beginning before January 1, 1987
shall not be recomputed to treat nondeductible
employee contributions as an annual addition; and
(iv) Amounts described in Code Sections 415(l)(1) and
419A(d)(2).
- 68 -
74
(j) "Social Security Retirement Age" shall mean the age used as
the retirement age for the Participant under Section 216(l)
of the Social Security Act, except that such section shall
be applied without regard to the age increase factor, and
as if the early retirement age under Section 216(l) of such
Act were 62.
- 69 -
75
ARTICLE XIV
HIGHLY COMPENSATED EMPLOYEES
14.01 In General.
For the purposes of this Plan, the term "Highly Compensated Employee"
is any active Employee described in Section 14.02 below and any Former
Employee described in Section 14.03 below. Various definitions used
in this Article are contained in Section 14.05. A Non-Highly
Compensated Employee is an Employee who is neither a Highly
Compensated Employee nor a Family Member of a Highly Compensated
Employee. This Article 14 shall be effective January 1, 1987.
14.02 Highly Compensated Employees.
(a) An Employee is a Highly Compensated Employee if during the
Determination Year the Employee:
(1) is a 5 Percent Owner;
(2) receives Compensation in excess of $75,000;
(3) receives Compensation in excess of $50,000 and is a
member of the Top Paid Group; or
(4) is an Includable Officer.
The dollar amounts described above shall be increased annually
as provided in Code Section 414(q)(1).
(b) Calendar Year Election. The Employer hereby elects the
calendar year calculation election described in Temporary
Regulation Section 1.414(q)-1T, Q&A-14(b) or any successor
regulation thereto. Because the Plan uses the calendar year
as its Plan Year, there is no separate Look Back Year
calculation. This election is binding on all other qualified
retirement Plans maintained by the Employer until the election
is withdrawn.
14.03 Former Highly Compensated Employee.
A Former Employee is a Highly Compensated Employee if (applying the
rules of Section 14.02(a) or (b)) the Former Employee was a Highly
Compensated Employee during a Separation Year or during any
Determination Year ending on or after the Former Employee's 55th
birthday. With respect to a Former Employee
- 70 -
76
whose Separation Year was prior to January 1, 1987, such Former
Employee will be treated as a Highly Compensated Employee only if the
Former Employee was a 5% Owner or received Compensation in excess of
$50,000 during (i) the Former Employee's Separation Year (or the year
preceding such Separation Year); or (ii) any year ending on or after
such Former Employee's 55th birthday (or the last year ending before
such Former Employee's 55th birthday).
14.04 Family Aggregation Rules.
(a) For purposes of this Article 14, an Employee who is, for a
given Determination Year or Look Back Year, either (i) a 5
Percent Owner, or (ii) a Highly Compensated Employee who is
one of the ten most highly compensated Employees ranked on the
basis of Compensation paid during such year, shall be
aggregated with such Employee's Family Members.
(b) For purposes of this Section 14.04, the term "Family Member"
means, with respect to an Employee described in Section
14.04(a), a person who is, on any day during the given
Determination Year or Look Back Year:
(1) his spouse; or
(2) his lineal ascendant or descendant; or
(3) the spouse of his lineal ascendant or descendant.
(c) The determination of Employees and Family Members who must be
aggregated for purposes of this Article 14 shall be made in
accordance with Temporary Regulation Section 1.414(q)-1T,
Q&A-11 and Q&A-12.
(d) For purposes of applying the limits of Code Section
401(a)(17) (i.e., the $150,000 limit on compensation, as
adjusted) with respect to Compensation under Article 14
(Section 415 limits), the Compensation for any Employee
described in Section 14.04(a) and for any Family Member who is
such Employee's spouse or lineal descendant under age 19,
shall be aggregated. In such event, the deemed Compensation
for each such Employee shall be an amount equal to the Section
401(a)(17) limit for the Plan Year (as adjusted) multiplied by
a fraction, the numerator of which is the Employee's actual
Compensation for the Plan Year, and the denominator of which
is the aggregate Compensation of the Employee and the
aggregated Family Member for the Plan Year. The same
procedure shall then be used to determine the deemed
Compensation of the aggregated Family Member.
- 71 -
77
14.05 Definitions.
Unless otherwise indicated, the definitions of Article II shall apply
to Article XIV. In addition, the following special definitions shall
apply to this Article XIV:
Determination Year shall mean the Plan Year for which an individual's
status as a Highly Compensated Employee is determined.
Employee shall mean Employees as defined in Article II, leased
employees described in Code Section 414(n), and employees who are
members of any collective bargaining unit.
5 Percent Owner shall mean any Employee who owns or is deemed to own
(within the meaning of Code Section 318), more than five percent of
the value of the outstanding stock of the Employer or stock possessing
more than five percent of the total combined voting power of the
Employer.
Former Employee shall mean an Employee (i) who has incurred a
Severance from Service or (ii) who remains employed by the Employer
but who has not performed services for the Employer during the
Determination Year (e.g., an Employee on Authorized Absence).
Includable Officer shall mean any officer of the Employer who, during
the applicable year, receives Compensation in excess of 50% of the
dollar limitations under Code Section 415(b)(1)(A)(as adjusted by the
Secretary of the Treasury for cost of living increases). The Employer
shall be deemed to have a minimum of 3 officers or, if greater, a
number equal to 10 percent of all Employees. However, no more than 50
officers shall be considered Includable Officers under this Article
14. If the Employer does not have any Includable Officers because no
officer receives Compensation in excess of the dollar limitations of
Code Section 415(b)(1)(A), the Employer's highest paid officer shall
be considered an Includable Officer.
Look Back Year shall mean the Plan Year preceding the Determination
Year, or if the Employer elects, the calendar year ending with or
within the determination year.
Separation Year shall mean any of the following years:
(1) An Employee who incurs a Termination of Employment shall have
a Separation Year in the Determination Year in which such
Termination of Employment occurs;
(2) An Employee who remains employed by the Employer but who
temporarily ceases to perform services for the Employer (e.g.,
an Employee on
- 72 -
78
Authorized Absence) shall have a Separation Year in the
calendar year in which he last performs services for the
Employer;
(3) An Employee who remains employed by the Employer but whose
Compensation for a calendar year is less than 50% of the
Employee's average annual Compensation for the immediately
preceding three calendar years (or the Employee's total years
of employment, if less) shall have a Separation Year in such
calendar year. However, such Separation Year shall be ignored
if the Employee remains employed by the Employer and the
Employee's Compensation returns to a level comparable to the
Employee's Compensation immediately prior to such Separation
Year.
Top Paid Group shall mean the top 20% of all Employees ranked on the
basis of Compensation received from the Employer during the applicable
year. The number of Employees in the Top Paid Group shall be
determined by ignoring Employees who are non-resident aliens and
Employees who do not perform services for the Employer during the
applicable year. The Employer elects to compute the Top Paid Group
without the age and service exclusion provided in applicable Treasury
Regulations.
14.06 Other Methods Permissible.
To the extent permitted by the Code, judicial decisions, Treasury
Regulations and IRS pronouncements, the Committee may (without further
amendment to this Plan) take such other steps and actions or adopt
such other methods or procedures (in addition to those methods and
procedures described in this Article 14) to determine and identify
Highly Compensated Employees (including adopting alternative
definitions of Compensation which satisfy Code Section 414(q)(7) and
are uniformly applied).
IN WITNESS WHEREOF, the Employer has caused this Plan to be duly
executed and its seal to be hereunto affixed on the date indicated below, but
effective as of January 1, 1989.
GENUINE PARTS COMPANY
By: /s/ Frank W. Howard
-------------------
Title: Treasurer
----------------
Date: December 1, 1995
-----------------
Attest:
/s/ Brainard T. Webb, Jr.
- ------------------------------
- 73 -
79
SCHEDULE A
PARTICIPATING EMPLOYERS DESIGNATED UNDER SECTION 9.04
Extent of Credit for
Name and Service with a
Designation Participating Employer
Date Prior to Designation Date
----------- -------------------------
1. S.P. Richards Participants in the Plan who were employed
Company by S. P. Richards Company shall receive Credited
January 1, 1984 Service for all purposes of this Plan beginning with
their employment commencement date with S. P. Richards
Company but subject to all of the rules concerning
crediting of service set forth in this Plan.
2. Balkamp, Inc. Participants in the Plan who were employed by
and National Balkamp, Inc. or affiliates NAPA shall receive
Automotive Parts Credited Service for all purposes of this Plan
Association (NAPA) this Plan beginning with their employment
January 1, 1984 commencement date with Balkamp, Inc. or NAPA, Inc.
but subject to all of the rules concerning
crediting of service set forth in this plan.
3. Motion Eligibility:
Industries, -----------
Inc. ("Motion") Employees of Motion whose initial date of hire
January 1, 1984 is on or after January 1, 1984, shall automatically
become Participants of this Plan on the date such
Employee satisfies the age and service requirements
of Section 3.02 (and for such purpose all employment
with Motion shall be counted as though it was employment
with the Company).
Employees of Motion whose initial date of hire is prior
to January 1, 1984, and who have made an election in the
manner authorized by the committee not to participate in
the Motion Industries, Inc. Profit Sharing Plan (the
"Profit Sharing Plan") shall commence participation in
this Plan, effective as follows:
80
1) Employees hired prior to January 1, 1984, who were
Participants in the Profit Sharing Plan as of
December 31, 1983, shall participate in this Plan
effective as of January 1, 1984, and
2) Employees hired prior to January 1, 1984, who were
not Participants in the Profit Sharing Plan shall become
Participants in this Plan on the date that they would
have been eligible to participate in the Profit Sharing
Plan if the Profit Sharing Plan as in effect on
December 31, 1983 had continued unchanged.
Participants in this Plan employed by Motion who were
not participants in the Motion Profit Sharing Plan as of
December 31, 1983, shall receive Credited Service for
all purposes of this Plan beginning with their employment
commencement date with Motion but subject to all of the rules
concerning crediting of service set forth in this Plan.
Participants employed by Motion who were participants in
the Motion Profit Sharing Plan as of December 31, 1983 and
who elected to commence participation in this Plan effective
January 1, 1984, shall receive Credited Service for purposes
of determining an Employee's vested percentage under
Section 4.05; for purposes of determining an Employee's
benefits under the Disability Retirement provisions of
Schedule D; for purposes of determining an Employee's
entitlement to Death Benefits under Article V; but service
with Motion prior to January 1, 1984 shall not be credited
for purposes of determining the amount of such Employee's
Retirement Income.
Effective January 1, 1990, the Profit Sharing Plan was
terminated. Employees of Motion who participated in the
Profit Sharing Plan on December 31, 1989, and who are employed
by Motion on January 1, 1990, shall commence participation in
this Plan effective as of January 1, 1990. Such Participants
shall receive Credited Service under this Plan beginning with
their employment commencement date with Motion but only for the
81
purpose described in the following sentence and subject
to all of the rules concerning crediting of service set
forth in this Plan. The Participants discussed in this
paragraph shall receive Credited Service for purposes of
determining an Employee's vested percentage under
Section 4.05; for purposes of determining an Employee's
benefits under the Disability Retirement provisions of
Schedule D; and for purposes of determining an Employee's
entitlement to Death Benefits under Article V. In no
event, shall such Participants receive Credited Service
prior to January 1, 1990 for purposes of determining the
amount of such Employee's Retirement Income (other than
for the Disability Retirement described in Schedule D).
82
SCHEDULE B
CREDIT FOR SERVICE WITH PREDECESSOR EMPLOYERS
I. Participants employed by a predecessor employer not listed in Sections
II or III below shall be deemed to have as their date of Employment
for all purposes of this Plan, the date the predecessor employer was
acquired by or merged into Genuine Parts Company.
II. Participants employed by the following predecessor employers shall
receive Credited Service for all purposes of this Plan beginning with
their employment commencement date with that predecessor employer but
subject to all the rules concerning crediting of service set forth in
this Plan.
1. Clark Siviter Co.
St. Petersburg, FL
2. Standard Parts Company
Columbia, SC
3. Standard Unit Parts Company
Normal, IL
Except that the benefits provided to Richard R. Mikulechy under
this Plan shall be reduced by one hundred percent (100%) of the
benefits provided under that certain Salary Continuation
Agreement dated January 10, 1977 in the event of his retirement,
death, disability or other termination of service; and
Except that the benefits provided to Mark R. Larson under this
Plan shall be reduced by one hundred percent (100%) of the
benefits provided under that certain Salary Continuation
Agreement dated January 10, 1977 in the event of his retirement,
death, disability or other termination of service.
4. National Parts Service Inc.
Hartford, CT
Covering the following National Parts Service employees:
Name S.S. No. Employment Date
---------------- ------------ ---------------
Raymond Jensen ###-##-#### May 1, 1946
Charles A. Veci ###-##-#### July 1, 1952
Paul F. Baldi ###-##-#### August 27, 1960
83
Bernhardt E. Johnson ###-##-#### October 1, 1966
Jean L. Veillette ###-##-#### July 1, 1972
Paul R. Denis ###-##-#### July 26, 1974
Mark P. Taylor ###-##-#### January 17, 1980
Roy M. Robbins ###-##-#### June 16, 1980
5. General Automotive Parts Company and its subsidiaries
6. NAPA Des Moines Warehouse
7. M&B, Inc. (Lesker Office Furniture), November 1, 1993
III. Participants employed by the following predecessor employers shall be
deemed to have as their date of Employment for all purposes of this
Plan, the date the predecessor employer was acquired by or merged into
Genuine Parts Company. However, after an employee of such predecessor
employer becomes a Participant in the Plan by satisfying the
requirements of Section 3.02, such Participant shall receive Credited
Service for all employment with such predecessor employer for purposes
of (1) determining the Participant's vested percentage under Section
4.05(c); (2) determining whether a Participant has completed five
years of Credited Service for the Disability Retirement provisions of
Schedule D; and (3) determining the Participant's entitlement to Death
Benefits under Article V and related sections of the Plan. Such
Credited Service may be forfeited or disregarded in accordance with
Section 2.18. Furthermore, no Credited Service shall be granted for
employment with a predecessor employer if the granting of such
Credited Service will adversely impact the tax qualified status of the
Plan.
Name Employment Date
---------------- ---------------
Odell Hardware Company January 1, 1980
Greensboro, NC
Brooks-Noble Parts & Machine Co., Inc. August 1, 1981
Jackson, MS
One Stop Auto Parts Inc. March 10, 1982
Lathan, NY
One Stop Auto Parts Inc. March 16, 1983
Albany, NY
E. E. Long Inc. September 1, 1984
Des Moines, IA
Motor Parts & Supply April 1, 1986
84
Baton Rouge, LA
Chattanooga Service Auto Center May 1, 1986
Chattanooga, TN
Gerace Auto Parts December 1, 1986
Port Allen, LA
Lawwill Auto Parts September 1, 1987
Chattanooga, TN
Smith Automotive Corp. August 1, 1990
(2 stores) Martinez, GA & Belvedere, SC
Kings Parts Company, Inc. August 10, 1990
Lake Oswego, OR
W.K. NAPA on Kensington, Inc. August 10, 1990
Elk Grove Village, IL
Auto Parts, Inc. of Wilmington October 1, 1990
Wilmington, NC
Carolina Auto Parts of Thomasville, Inc. October 1, 1990
Thomasville, NC
Stokes Auto Parts, Inc. October 1, 1990
Thomasville, NC
MGM Auto Parts, Inc. November 1, 1990
Kenmore, NY
Wholesale Sationers Corp. December 1, 1990
Salt Lake City, UT (S.P. Richards)
Santa Monica Auto Parts November 1, 1990
Santa Monica, CA
Precise Industries, Inc. December 1, 1990
(2 Stores) Kingsport & Blountville, TN
Automotive Service & Supply, Inc. December 1, 1990
(3 Stores) Kingsport, TN, Bristol & Abingdon, VA
NAPA Auto Parts of Lombard, Inc. December 1, 1990
85
Lombard, IL
Middleburg Parts and Hardware, Inc. December 31, 1990
Middleburg, FL
Strap Industries, Inc. March 1, 1991
Tempe, AZ
Anderson's Parts March 1, 1991
Blue Springs, MO
Evergreen Automotive Supply, Inc. May 1, 1991
Chicago, IL
Heath Motor Supply Co. July 1, 1991
Panama City, FL
Bryant Stooks - D.J.'s Auto Supply July 1, 1991
(2 Stores) Chandler and Mesa, AZ
NAPA Auto Parts Store of John Nall August 1, 1991
South Milwaukee, WI
Deer Park Automotive Parts, Inc. September 1, 1991
Mt. Carmel, OH
T & L Auto Parts Company, Inc. October 1, 1991
(4 Stores) Fayetteville, NC
B.W.P. Ltd. October 1, 1991
(2 Stores) Fayetteville, Roseboro, NC
Auto Parts of Clinton October 1, 1991
Clinton, NC
Byrd-Wood Parts Group, Inc. October 1, 1991
Fayetteville, NC
Burien Auto Parts, Inc. October 1, 1991
(2 Stores) Seattle, WA
B.N. Auto Parts Co. December 1, 1991
Marietta, GA
Capital Automotive Parts, Inc. December 1, 1991
86
Milwaukee, WI
Bill's Auto Supply, Inc. January 1, 1992
Milwaukee, WI
Bill's Auto Supply, Inc. January 1, 1992
Kansas City, MO
Bald Hill Auto Parts, Inc. February 1, 1992
Warwick, RI
Manton Auto Prats, Inc. February 1, 1992
Providence, RI
Hudson Auto Parts February 1, 1992
Hudson, WI
B&B Genuine Auto Parts, Inc. February 16, 1992
Canton, OH
Jimmy's Auto Parts, Inc. March 1, 1992
Alpharetta, GA
West Town Auto Parts, Inc. June 1, 1992
Knoxville, TN
Lakeland Motor Parts, Inc. June 1, 1992
(2 Stores) Lakeland, FL
Haas Auto Parts & Machine Co., Inc. June 1, 1992
Jeffersonville, IN
Parts Dept. of Shakopee, Inc. June 1, 1992
Shakopee, MN
HMH Automotive Parts, Inc. June 1, 1992
(2 Stores) Galesburg, Monmouth, IL
Southern Parts & Electric, Inc. July 1, 1992
(4 Stores) Durham, NC
Service Supply Co. of Douglasville, Inc. July 1, 1992
Douglasville, GA
Service Supply Company of Dallas, Inc. July 1, 1992
87
Dallas, GA
NAPA of Lemon Grove, Inc. August 1, 1992
La Mesa, CA
Whitewater Auto Supply, Inc. September 1, 1992
Janesville, WI
Regalia Auto Parts, Inc. September 1, 1992
Seattle, WA
Drexel Auto Parts, Inc. October 1, 1992
Huntsville, AL
Warren Auto Supply, Inc. December 4, 1992
(2 Stores) Warren, OH
Cal's Service Parts, Inc. January 1, 1993
(6 Stores) Boise, ID
H & G Enterprises, Inc. January 1, 1993
Louisville, KY
Kernersville Auto Parts, Inc. February 1, 1993
Kernersville, NC
McCowen Enterprises, Inc. April 1, 1993
(2 Stores) Champaign & Urbana, IL
Breese Company, Inc. May 1, 1993
(3 Stores, Iowa City, Muscatine & Coralville, IA)
Young's Auto Supply Warehouse, Inc. July 1, 1993
Norfolk, VA
Joliet Auto Supply, Inc. July 1, 1993
Joliet, IL
Bryan - Rogers, Inc. August 1, 1993
(3 Stores) Tupelo, Baldwyn & Amory, MS
Hyllberg Enterprises, Inc. August 1, 1993
Virginia Beach, VA
Hager Auto & Industrial Parts, Inc. November 1, 1993
88
(2 Stores) Burlington & South Burlington, VT
Ballard Auto Parts, Inc. January 1, 1994
Cornelius, NC
Service Parts of Hendersonville, Inc. January 1, 1994
Hendersonville, NC
Power's Auto Parts, Inc. March 1, 1994
Williamsburg, VA
Big J Auto Parts, Inc. March 14, 1994
Johnson City, TN
Economy Auto Supply Co., Inc. April 1, 1994
Norfolk, VA
Paul's Automotive, Inc. April 1, 1994
Toledo, OH
Sulphur Springs Parts Co., Inc. June 1, 1994
Sulphur Springs, TX
The Parts Place August 1, 1994
Gulfport, MS
A & J Automotive Co. August 1, 1994
Dalton, GA
Clewiston Auto Parts, Inc. September 1, 1994
Clewiston, FL
Oregon City Auto Parts, Inc. October 1, 1994
Oregon City and Clackamas, OR
Kiema Car Part, Inc. November 1, 1994
El Monte, CA
Shoreline Auto Parts November 1, 1994
Seattle, WA
Lockport Automotive Supply, Inc. December 1, 1994
Lockport, NY
Mircon, Inc. Scardsdale Auto Parts December 1, 1994
89
Scarsdale, NY
Motor Parts Company December 1, 1994
Booneville, MS
Davis & Wilmar, Inc. July 1, 1992
(Eligible to Begin Participation 5/1/93)
The Parts, Inc. January 1, 1994
(Eligible to Begin Participation 1/1/95)
Dade City Jobbing Group January 2, 1992
(Eligible to Begin Participation 1/1/94)
Colorado Parts Company December 1, 1994
(4 stores) Ft. Collins, Loveland,
Longmont, CO
Serene Plaza Auto Parts December 1, 1994
Seattle, WA
90
SCHEDULE C
TRUST FUND ESTABLISHED PURSUANT TO PLAN
Under the Plan, the Employer may establish multiple trust funds
("sub-trusts") pursuant to one or more agreements of trust between the Employer
and one or more trustees to provide the benefits of the Plan. The Plan also
provides that the term Trust Fund includes any group annuity or deposit
administration contract entered into between the Employer and an Insurer. All
such sub-trusts in the aggregate shall comprise the Trust Fund as defined in
Section 2.51 of the Plan. The Trust Fund (including all sub-trusts) shall be
available to provide all benefits under the Plan to any Plan Participant
irrespective of the division or unit which employs such Participant.
As of January 1, 1989, the following sub-trusts comprise the
Trust Fund under the Plan:
1. Agreement of Trust Entered Into Between Genuine Parts
Company and Trust Company Bank Effective as of January 1, 1975.
2. Agreement of Trust Entered Into By and Between Genuine
Parts Company and the Safekeeping Trustees adopted effective November 1, 1982.
3. Group Annuity Contract Number DA710 Issued by
Massachusetts Mutual Life Insurance Company to Standard Unit Parts Corporation.
4. Group Annuity Contract Number GA1466 Issued by Aetna
Life Insurance Company to Balkamp Inc.
91
SCHEDULE D
DISABILITY RETIREMENT FOR PARTICIPANTS WHO TERMINATE ACTIVE
EMPLOYMENT PRIOR TO JANUARY 1, 1993
(a) This Schedule D shall apply to any Participant who is not in active
Employment on or after January 1, 1993. Any Participant who is in
active Employment with an Employer on or after January 1, 1993 will
not be eligible for a Disability Retirement under this Schedule D.
Instead, such Participant's Disability Retirement benefit, if any,
will be determined pursuant to the provisions of Section 4.03.
(b) Each Participant who prior to his cessation of active Employment
completes five years of Credited Service and becomes Permanently
Disabled shall be entitled to elect disability retirement. A
Participant who elects disability retirement shall receive a monthly
Retirement Income in the form of a Life Annuity Option (see Section
6.01(a)) for the life of the Participant beginning on his Disability
Retirement Date.
(c) The monthly Retirement Income payable to a Participant who is
Permanently Disabled shall be determined in the same manner as his
monthly Retirement Income would be determined under Section 4.01
except as modified below:
(i) The Participant's disability Retirement Income shall be
determined using the Participant's Credited Service as of the
Participant's Disability Retirement Date (ignoring Credited
Service beyond such Disability Retirement Date).
(ii) The Participant's Average Earnings shall be the greater of the
following two amounts:
(A) The Participant's current monthly Earnings, or
(B) 1/l2th of the Participant's previous calendar year
Earnings.
(iii) If a Participant has less than 15 years of Credited Service on
his Disability Retirement Date, the Participant's disability
Retirement Income shall equal 30% of the Participant's Average
Earnings (as modified in paragraph (ii) above) without the
reduction provided in Section 4.01(c).
(iv) In computing the Participant's disability Retirement Income
under Section 4.01(b) (for Participants with 15 or more years
of Credited Service), the offset of 50% of the Participant's
monthly Anticipated Social Security
92
Benefit shall not exceed 64% of the Participant's actual
Social Security disability retirement benefit.
(c) A married Participant's election to receive a disability retirement
shall be valid only if the Participant's Spouse consents in writing to
the disability retirement on a form provided by the Committee for such
purpose in the presence of a Notary Public or Plan representative.
The Spouse's consent must acknowledge the effect of such consent.
However, if the Participant establishes to the satisfaction of the
Committee that his Spouse's consent cannot be obtained because he has
no Spouse, because his Spouse cannot be located, or because of other
circumstances as determined by applicable Treasury Regulations, the
Committee may treat the Participant's election as an election for
which spousal consent was obtained. A Spouse's consent pursuant to
this paragraph shall be irrevocable.
(d) Prior to electing or consenting to the disability retirement, the
Participant and the Participant's Spouse (if married) shall receive a
written explanation of the disability retirement and of the option of
receiving normal or early retirement benefits in accordance with
Sections 4.01 and 4.02. The explanation shall also describe the
impact of electing disability retirement benefits including waiver of
the Joint and 50% Survivor Annuity and Pre-Retirement Survivor
Annuity. Such explanation shall also provide all other relevant
information described in Section 6.02(d).
(e) By electing and consenting to the disability retirement, Participant
and Spouse waive all rights to benefits under all other sections of
Article IV, including normal retirement (Section 4.01), early
retirement (Section 4.02), delayed retirement (Section 4.04) and
termination of employment benefits (Section 4.05). In addition, all
death benefits under Article V shall be waived and the death benefit,
if any, provided to the Participant's Beneficiary shall be limited to
the death benefits described in paragraph (f) below. If the
Participant fails to elect to receive disability retirement or the
Participant's Spouse fails to consent to the Participant's election,
the Participant shall not be entitled to elect a Retirement Income
under this Schedule D but shall instead be entitled to a Retirement
Income pursuant to and in accordance with Sections 4.01, 4.02, 4.04 or
4.05, as the case may be.
(f) If a Participant is Permanently Disabled and dies while he is entitled
to benefits under this Schedule D, the Participant's Beneficiary shall
be entitled to receive a monthly Retirement Income to the extent the
total months of Retirement Income paid to the Participant under
Schedule D is less than the number of months determined pursuant to
the following table:
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Complete Years of Credited Number of
-------------------------- ---------
Service at Disability Retirement Months
--------------------------------- ------
Date Payable
----- -------
5 but less than 10 12.5
10 but less than 15 25
15 or more 50
In such event, the Participant's Beneficiary shall receive a
Retirement Income in the same amount as the Participant was receiving
under this Schedule D immediately prior to his death beginning on the
first day of the month following the Participant's death and
continuing only until the total months of Retirement Income paid to
the Participant and the total months of Retirement Income paid to the
Participant's Beneficiary equal the appropriate number of months as
determined by the above table. The Beneficiary may, prior to the
receipt of benefits, request that the death benefit be paid in a lump
sum. Such lump sum payment shall be the Actuarial Equivalent of the
benefits payable to the Beneficiary.
(g) Notwithstanding anything in this Plan to the contrary, any Participant
who remains in the employ of the Employer after his Normal Retirement
Date and who thereafter becomes Permanently Disabled while employed by
the Employer, shall have his Retirement Income determined under
Section 4.04 instead of this Schedule D.
(h) If the Participant's Permanent Disability ceases prior to his Normal
Retirement Date, the following shall apply:
(i) All payments under this Schedule D shall cease. In addition,
the Participant's and Spouse's, if married, election to waive
the Automatic Form of Payment (Section 6.01) shall be void.
Thereafter, the Participant's Retirement Income shall be
determined under the terms of Sections 4.01, 4.02, 4.04 or
4.05, whichever is applicable.
(ii) If the Participant recommences Employment within 90 days after
he recovers from his Permanent Disability, the Participant
shall receive Credited Service for the period of his Permanent
Disability (starting as of his Disability Retirement Date and
ending on the date of his recovery from Permanent Disability).
In addition, the Participant's Average Earnings will be
determined assuming the Participant received monthly Earnings
during his period of Permanent Disability equal to his Average
Earnings received immediately prior to his Permanent
Disability. Any Retirement Income subsequently paid to the
Participant will be reduced by the Actuarial Equivalent of
benefits previously paid to the Participant under this
Schedule D.
(iii) If the Participant does not recommence Employment within 90
days after he recovers from his Permanent Disability, the
Participant's subsequent
94
Retirement Income shall be based on the Participant's Average
Earnings and Credited Service as of his Disability Retirement
Date.
(i) If a Participant has not completed five years of Credited Service
prior to his cessation of active Employment or if the Participant
becomes Permanently Disabled after his cessation of active Employment,
the Participant shall not be entitled to a monthly Retirement Income
under this Schedule D.
(j) Disability Retirement Date shall mean the first day of the month
coincident with or immediately following the later of (i) the date the
Permanent Disability as defined in Section 2.38 has existed for five
consecutive months or (ii) the date the Committee determines that the
Participant is Permanently Disabled.
(k) In each case, the Disability Retirement Benefit described in this
Schedule D remains subject to all limitations, reductions, adjustments
of this Plan, including but not limited to adjustments under Code
Section 401(a)(17) (limit on Earnings), Code Section 415 (see Article
XIII) and Section 4.07 of the Plan (reduction of benefit in certain
cases).
95
SCHEDULE E
SPECIAL PROVISIONS RELATING TO RETIREMENT WINDOWS
(SEE SECTION 4.02(C))
1. Retirement Window for Certain Employees of the Mid-South Data
Processing and D.C. Accounting to Normal, Illinois. Employees who
have attained age 55 and earned 15 or more years of Credited Service
as of December 31, 1989 and who are employed on October 31, 1989 by
(1) Mid-South Data Processing, (2) Mid-South Distribution Center
Accounting, or (3) Memphis-area Locals may elect early retirement
without the early retirement reduction factor described in Section
4.02(b) of the Plan. Such eligible Employees must notify the Company
of their desire to elect early retirement between September 19, 1989
and October 31, 1989 (inclusive) and must actually retire from the
Company between December 31, 1989 and February 1, 1990 (inclusive).
The term "Memphis-area Locals" refers to Company-owned (NAPA) stores
located in the Memphis area served by the Memphis Distribution Center.
All eligible Employees will be notified of this special early
retirement on or about September 19, 1989.
2. Retirement Window for Certain Employees Employed by Rayloc
Atlanta. Employees who (1) were actively employed on October 21,
1994, by Rayloc and continuously employed thereafter by Rayloc through
December 31, 1994, at its Atlanta facility; and, (2) have attained age
59-1/2 but are younger than age 65 (i.e., born after January 1, 1930
and before July 1, 1935); and, (3) have earned 15 or more years of
Credited Service may elect early retirement without the early
retirement reduction factor described in Section 4.02(b) of the Plan.
Such eligible Employees must notify the Company of their desire to
elect early retirement between October 21, 1994, and December 9, 1994
(inclusive) and must actually terminate employment from Rayloc on
December 31, 1994 (with early retirement effective January 1, 1995).
96
NAPA Auto Parts March 1, 1984
Pella, IA
Motor Parts & Supply August 1, 1988
Hattiesburg, MS
Motor Parts & Supply August 1, 1988
Petal, MS
W. C. Hendrie & Co. August 1, 1988
Long Beach, CA (Motion Ind.)
Auto Parts of Fairfield August 1, 1989
Fairfield, IA
M & J Auto Parts November 1, 1989
Toledo, OH
Strong Auto Parts January 1, 1990
Deer Park, WA
Loeb Auto Parts February 1, 1990
Washington, IL
Central City Auto Parts March 1, 1990
Central City, KY
Beaver Dam Auto Parts March 1, 1990
Beaver Dam, KY
Les Hite Inc. June 1, 1990
Leesburg, SC
Sheppard Auto Supply Inc. July 1, 1990
Montgomery, WV
Ansted, WV
Belle, WV
Clay, WV
Gauley Bridge, WV
Oak Hill, WV
Neilson Auto Parts July 1, 1990
Idaho Falls, ID
Rigby Auto Parts July 1, 1990
Idaho Falls, ID
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97
BMP Inc. August 1, 1990
Schofield, WI
Wausau, WI
Milligan Parts Company October 1, 1990
Georgetown, OH
Bethel, OH
Pebbles, OH
Ripley, OH
W. Union, OH
Lovell Bros, Inc. November 1, 1990
Ocala, FL
Bolleview, FL
Crystal River, FL
Inverness, FL
Lynn, FL
Williston, FL
A&J Automotive Parts, Inc. December 1, 1990
Commerce, GA
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