EXHIBIT 10.1
THE COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
(Amended and Restated Effective January 1, 1993)
ARTICLE I
DEFINITIONS
Account....................................................................... 4
Matching Contribution Account..................................................4
Pension Account................................................................4
Prior Plan Account.............................................................4
Rollover Account...............................................................5
Salary Reduction Account.......................................................5
Vision Account.................................................................5
Active Participant.............................................................5
Actual Deferral Percentage.....................................................5
Actuarial Equivalent...........................................................6
Administrator..................................................................6
Affiliated Company.............................................................6
Age ......................................................................7
Average Actual Deferral Percentage.............................................7
Average Contribution Percentage................................................8
Benefit Commencement Date......................................................8
Board of Directors.............................................................8
Code ......................................................................8
Committee......................................................................8
Company ......................................................................8
Compensation...................................................................8
Company Stock.................................................................10
Contract .....................................................................10
Contribution Percentage.......................................................10
Covered Employee..............................................................11
Effective Date................................................................12
Eligible Employee.............................................................12
Employee .....................................................................12
Employment Commencement Date..................................................12
Entry Date....................................................................12
ERISA .....................................................................12
Fund .....................................................................12
Highly Compensated Eligible Employee..........................................12
Highly Compensated Employee...................................................12
Hour of Service...............................................................15
Insurance Company.............................................................16
Investment Medium.............................................................16
Leased Employee...............................................................17
Limitation Year...............................................................17
Matching Contributions........................................................17
Normal Retirement Date........................................................17
One-Year Period of Severance..................................................17
Participant...................................................................17
Participating Company.........................................................17
Payroll Period................................................................18
Pension Plan..................................................................18
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Period of Service.............................................................18
Period of Severance...........................................................18
Plan .....................................................................18
Plan Year.....................................................................19
Prior Plan Contributions......................................................19
Reemployment Commencement Date................................................19
Required Beginning Date.......................................................19
Rollover Contributions........................................................20
Salary Reduction Contributions................................................20
Separation from Service.......................................................20
Severance from Service Date...................................................21
Special Employee..............................................................22
Special Share.................................................................22
Storer Plan...................................................................22
Total Disability..............................................................22
Trust Agreement...............................................................22
Trustee .....................................................................22
Valuation Date................................................................22
Year of Eligibility Service...................................................22
Year of Service...............................................................23
ARTICLE II
TRANSITION AND ELIGIBILITY TO PARTICIPATE
2.1 Rights Affected and Preservation of Accrued Benefit..................24
2.2 Year of Eligibility Service for Special Employees....................24
2.3 Eligibility to Participate - Salary Reduction Contributions..........25
2.4 Election to Make Salary Reduction Contributions .....................25
2.5 Participation in Matching Contributions..............................26
2.6 Participation in Vision Contributions................................26
2.7 Data.................................................................26
ARTICLE III
CONTRIBUTIONS TO THE PLAN
3.1 Salary Reduction Contributions.......................................27
3.2 Change of Percentage Rate............................................28
3.3 Discontinuance of Salary Reduction Contributions.....................29
3.4 Matching Contributions...............................................29
3.5 Vision Contributions.................................................30
3.6 Timing and Deductibility of Contributions............................30
3.7 Fund.................................................................31
3.8 Limitation on Salary Reduction Contributions and Matching
Contributions........................................................32
3.9 Prevention of Violation of Limitation on Salary Reduction
Contributions and Matching Contributions.............................35
3.10 Maximum Allocation...................................................40
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ARTICLE IV
PARTICIPANTS' ACCOUNTS
4.1 Accounts.............................................................43
4.2 Valuation............................................................43
4.3 Apportionment of Gain or Loss .......................................43
4.4 Accounting for Allocations...........................................44
ARTICLE V
DISTRIBUTION
5.1 General..............................................................47
5.2 Separation from Service..............................................47
5.3 Death................................................................47
5.4 Total Disability.....................................................48
5.5 Valuation for Distribution...........................................48
5.6 Timing of Distribution...............................................49
5.7 Mode of Distribution of Retirement or Disability Benefits............51
5.8 Rules for Election of Optional Mode of Retirement or
Disability Benefit...................................................52
5.9 Death Benefits.......................................................55
5.10 Explanations to Participants.........................................57
5.11 Beneficiary Designation..............................................58
5.12 Recalculation of Life Expectancy.....................................61
5.13 Transfer of Account to Other Plan....................................62
ARTICLE VI
VESTING
6.1 Nonforfeitable Amounts...............................................64
6.2 Years of Service for Vesting.........................................65
6.3 Breaks in Service and Loss of Service................................66
6.4 Restoration of Service...............................................66
6.5 Forfeitures and Restoration of Forfeited Amounts upon
Reemployment.........................................................66
ARTICLE VII
ROLLOVER CONTRIBUTIONS
7.1 Rollover Contributions...............................................70
7.2 Vesting and Distribution of Rollover Account.........................71
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ARTICLE VIII
WITHDRAWALS
8.1 Withdrawals Not Subject to Section 401(k) Restrictions...............73
8.2 Withdrawals Subject to Section 401(k) Restrictions...................73
8.3 Withdrawals On and After Attainment of Age 59-1/2....................77
8.4 Amount and Payment of Withdrawals....................................78
8.5 Withdrawals Not Subject to Replacement...............................78
8.6 Pledged Amounts......................................................78
8.7 Investment Medium to be Charged with Withdrawal......................78
ARTICLE IX
LOANS TO PARTICIPANTS
9.1 Loan Application.....................................................79
9.2 Loan Approval........................................................79
9.3 Amount of Loan.......................................................80
9.4 Terms of Loan........................................................80
9.5 Enforcement..........................................................84
9.6 Additional Rules.....................................................85
ARTICLE X
ADMINISTRATION
10.1 Committee............................................................86
10.2 Duties and Powers of Committee.......................................86
10.3 Functioning of Committee.............................................88
10.4 Disputes.............................................................88
10.5 Indemnification......................................................90
ARTICLE XI
THE FUND
11.1 Designation of Trustee and/or Insurance Company......................91
11.2 Exclusive Benefit....................................................91
11.3 No Interest in Fund..................................................91
11.4 Trustee..............................................................91
11.5 Investments..........................................................92
ARTICLE XII
AMENDMENT OR TERMINATION OF THE PLAN
12.1 Power of Amendment and Termination...................................94
12.2 Merger...............................................................95
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ARTICLE XIII
TOP-HEAVY PROVISIONS
13.1 General.............................................................96
13.2 Definitions.........................................................96
13.3 Minimum Contribution for Non-Key Employees.........................101
13.4 Social Security....................................................103
13.5 Adjustment to Maximum Benefit Limitation...........................103
ARTICLE XIV
GENERAL PROVISIONS
14.1 No Employment Rights...............................................105
14.2 Governing Law......................................................105
14.3 Severability of Provisions.........................................105
14.4 No Interest in Fund................................................105
14.5 Spendthrift Clause.................................................106
14.6 Incapacity.........................................................106
14.7 Withholding........................................................107
14.8 Missing Persons....................................................107
14.9 Determination of Highly Compensated Employees......................107
ARTICLE XV
ADDITIONAL SERVICE CREDIT FOR FORMER EMPLOYEES OF
CERTAIN ACQUIRED BUSINESSES
15.1 Additional Service Credit..........................................109
15.2 Applicability......................................................109
15.3 Limitation.........................................................109
ARTICLE XVI
PARTICIPATION BY EMPLOYEES OF
PHILADELPHIA CABLE ADVERTISING
16.1 General............................................................111
16.2 Eligibility and Vesting Service....................................111
16.3 Separate Identification of Highly Compensated Employees............111
16.4 Separate Application of Nondiscrimination Tests....................111
16.5 Separate Testing for Top-Heaviness.................................112
16.6 No Vision Contribution for Employees of Inter-Connect..............112
16.7 No Investment in Company Stock.....................................112
ARTICLE XVII
PARTICIPATION BY EMPLOYEES OF AWACS, INC.
17.1 General............................................................113
17.2 Eligibility and Vesting Service....................................113
17.3 Merger with AWACS 401(k) Plan......................................113
17.4 Temporary Suspension of Distributions, Withdrawals, and
Loans.............................................................114
17.5 Eligibility to Participate.........................................114
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17.6 Normal Retirement Date for Certain Employees.......................115
17.7 Vision Contribution for Employees of AWACS.........................115
17.8 Separate Identification of Highly Compensated Employees............115
17.9 Separate Application of Nondiscrimination Tests....................116
17.10 Separate Testing for Top-Heaviness.................................116
SCHEDULE AMINIMUM DISTRIBUTION INCIDENTAL BENEFIT TABLE......................A-1
SCHEDULE B...................................................................B-1
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THE COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
Amended and Restated Effective January 1, 1993
(Revised Through September 30, 1995)
BACKGROUND
Comcast Corporation, a Pennsylvania corporation, established The Comcast
Corporation Employees' Thrift Plan (the "Plan") to provide benefits to those of
its employees and the employees of its subsidiaries who were eligible to
participate as provided therein effective December 1, 1979.
The Plan was amended from time to time and amended, restated and
redesignated The Comcast Corporation Retirement- Investment Plan effective March
1, 1983. The Plan was subsequently amended, and amended and restated at various
times.
MERGER WITH METROPHONE PLAN
Effective as of January 1, 1993, Metrophone's 401(k) Savings Plan was
merged with and into the Retirement-Investment Plan and AWACS, Inc. became a
Participating Company hereunder.
MERGER WITH STORER PLAN
Comcast Corporation adopted the Storer Communications Retirement Savings
Plan (the "Storer Plan"), effective as of December 2, 1992, in connection with
its acquisition of part of the business formerly carried on by Storer
Administration, Inc. and certain of its affiliated corporations, which was
completed as of that date.
Before the adoption of the Plan by Comcast Corporation, the Storer Plan was
maintained by Storer Administration, Inc. for the benefit of the employees of
Storer Administration, Inc. and certain of its affiliates, to enable such
employees to save for their retirement through a program of employee pre-tax
elective contributions and employer matching contributions. The Storer Plan was
initially effective as of April 1, 1991.
Prior to April 1, 1991, certain participants in the Storer Plan
participated in the Storer Communications Pension Plan (the "Storer Pension
Plan") which was terminated as of March 31, 1991. Each participant in the Storer
Pension Plan who was employed by a participating employer in the Plan on April
1, 1991 was allowed to elect voluntarily to have his entire accrued benefit
under the Pension Plan transferred to this Plan and become subject to the terms
of this Plan, including the investment and distribution provisions. Upon
termination of the Storer Pension Plan, the surplus assets held under the Storer
Pension Plan, to the extent thereof, were transferred to this Plan for
allocation to the accounts of participants in accordance with the Plan, as then
in effect.
Effective as of October 1, 1995, The Storer Plan was merged with and into
the Retirement-Investment Plan.
SPECIAL TRANSITIONAL PROVISIONS
Notwithstanding any other provisions in the Plan to the contrary, effective
for the period extending from September 6, 1995 through December 31, 1995:
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(1) No Participant-directed changes shall be permitted with respect to the
investment of Plan Accounts credited through September 5, 1995.
Contributions made to the Plan after September 5, 1995 shall be
allocated among Investment Media in accordance with Participant
elections made on or before that date, in accordance with procedures
established by the Committee. Plan Accounts credited through September
5, 1995 shall be allocated among Investment Media in accordance with
Participant elections made on or before that date, in accordance with
procedures established by the Committee.
(2) No withdrawals or distributions shall be made from Plan Accounts.
(3) No loans shall be made to Participants from Plan Accounts
Comcast Corporation hereby amends and restates the Comcast Corporation
Retirement-Investment Plan, effective January 1, 1993, and as revised through
October 1, 1995, subject to receipt of an Internal Revenue Service determination
that the Plan continues to meet all applicable requirements of section 401(a) of
the Code (as defined in Article I), that employer contributions thereto remain
deductible under section 404 of the Code and that the trust fund maintained with
respect thereto remains tax exempt under section 501(a) of the Code.
3
ARTICLE I
DEFINITIONS
Except where otherwise clearly indicated by context, the masculine shall
include the feminine and the singular shall include the plural, and vice-versa.
Any term used herein without an initial capital letter that is used in a
provision of the Code with which this Plan must comply to meet the requirements
of section 401(a) of the Code shall be interpreted as having the meaning used in
such provision of the Code, if necessary for the Plan to comply with such
provision.
"Account" means the entries maintained in the records of the Trustee
which represent the Participant's interest in the Fund. The term "Account" shall
refer, as the context indicates, to any or all of the following:
"Matching Contribution Account" -- the Account to which are credited
Matching Contributions allocated to a Participant, adjustments for withdrawals
and distributions, and the earnings, losses and expenses attributable thereto.
"Pension Account" -- the Account to which are credited any amount
voluntarily transferred by a Participant from the Storer Pension Plan to the
Storer Plan in connection with the termination of the Storer Pension Plan.
"Prior Plan Account" -- the Account to which are credited Prior Plan
Contributions allocated to a Participant,
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adjustments for withdrawals and distributions, and the earnings, losses and
expenses attributable thereto.
"Rollover Account" -- the Account to which are credited a
Participant's Rollover Contributions, adjustments for withdrawals and
distributions, and the earnings, losses and expenses attributable thereto.
"Salary Reduction Account" -- the Account to which are credited a
Participant's Salary Reduction Contributions, adjustments for withdrawals and
distributions, and the earnings, losses and expenses attributable thereto.
"Vision Account" -- the Account to which are credited a Participant's
Vision Contributions, adjustments for withdrawals and distributions, and the
earnings, losses and expenses attributable thereto.
"Active Participant" means an individual who has become an Active
Participant as provided in Article II and has remained a Covered Employee at all
times thereafter.
"Actual Deferral Percentage" means, for any Eligible Employee for a
given Plan Year, the ratio of:
(a) the sum of:
(1) such Eligible Employee's Salary Reduction Contributions
for the Plan Year, plus
(2) in the case of any Highly Compensated Eligible Employee,
his elective deferrals for the year under any other qualified retirement plan,
other than an employee stock ownership plan as defined in section 4975(e)(7) of
the Code or a
5
tax credit employee stock ownership plan as defined in section 409(a) of the
Code, maintained by the Participating Company or any Affiliated Company; to
(b) the Eligible Employee's Compensation for the Plan Year.
"Actuarial Equivalent" means, with respect to any benefit or item, a
benefit or item of equal actuarial value, based upon the factors and assumptions
used by the insurance company from whom the Committee directs the purchase of
any annuity contracts for the purpose of providing benefits under the Plan.
"Administrator" means the plan administrator within the meaning of
ERISA. The Company shall be the Administrator.
"Affiliated Company" means, with respect to any Participating Company:
(a) In General.
(1) any corporation that is a member of a controlled group
of corporations, as determined under section 414(b) of the Code, which includes
such Participating Company;
(2) any trade or business (whether or not incorporated) that
is under common control with such Participating Company, as determined under
section 414(c) of the Code;
(3) any member of an affiliated service group, as determined
under section 414(m) of the Code, of which such Participating Company is a
member; and
6
(4) any other organization or entity which is required to be
aggregated with the Participating Company under section 414(o) of the Code and
regulations issued thereunder.
(b) "50% Affiliated Company."
"50% Affiliated Company" means an Affiliated Company described in
subsection (a)(1) or subsection (a)(2) of this definition, but determined with
"more than 50%" substituted for the phrase "at least 80%" in section 1563(a) of
the Code, when applying sections 414(b) and (c) of the Code.
(c) Special Rules.
An entity is an Affiliated Company only during those periods in
which it is included in a category described in Subsection (a) or (b) of this
definition.
For purposes of crediting service for eligibility to participate
and vesting, an entity at least 25% owned by the Company or a Participating
Company shall be deemed an Affiliated Company.
"Age" means, for any individual, his age on his last birthday, except
that an individual reaches Age 59 1/2 or Age 70 1/2 on the corresponding date in
the sixth calendar month following the month in which his 59th or 70th
(respectively) birthday falls (or the last day of such sixth month if there is
no such corresponding date therein).
"Average Actual Deferral Percentage" means, for a specified group of
Eligible Employees for a Plan Year, the
7
average of the Actual Deferral Percentages for such Eligible Employees for the
Plan Year.
"Average Contribution Percentage" means, for a specified group of
Eligible Employees for a Plan Year, the average of the Contribution Percentages
for such Eligible Employees for the Plan Year.
"Benefit Commencement Date" means, for any Participant or beneficiary,
the date as of which the first benefit payment, including a single sum, from the
Participant's Account is due, other than pursuant to a withdrawal under Article
VIII.
"Board of Directors" means the board of directors (or other governing
body) of the Company and, to the extent the Board has delegated its authority
hereunder to the Board's Executive Committee, the Executive Committee.
"Code" means the Internal Revenue Code of 1986, as amended, and any
regulations issued thereunder.
"Committee" means the individuals appointed by the Board of Directors
(if any) or by the Company to supervise the administration of the Plan, as
provided in Article X.
"Company" means Comcast Corporation, a Pennsylvania corporation, and
its successors.
"Compensation" means, for any Eligible Employee, for any Plan Year or
Limitation Year, as the case may be:
(a) except as otherwise provided below in this definition, and
subject to the limitations set forth in Subsection (c) of this definition, his
wages as reported on Form
8
W-2 (i.e., wages as defined in section 3401(a) of the Code and all other
payments of compensation for which the Participating Company is required to
furnish the employee a written statement under sections 6041(d) and 6051(a)(3)
of the Code) from a Participating Company for such Plan Year, reduced by
reimbursements or other expense allowances, fringe benefits (cash and noncash),
moving expenses, deferred compensation, and welfare benefits, but including
Salary Reduction Contributions and elective contributions that are not
includible in gross income under sections 125 or 402(a)(8) of the Code. For the
purposes of the definitions of "Actual Deferral Percentage" and "Contribution
Percentage" in this Article (except as otherwise provided in such definitions),
the Company may elect to consider only Compensation as defined above for that
portion of the Plan Year during which the Employee was an Eligible Employee,
provided that this election is applied uniformly to all Eligible Employees for
the Plan Year.
(b) for the purposes of Article XIII and Section 3.10, subject to
the limitations set forth in Subsection (c) of this definition, the Employee's
wages as reported on Form W-2 (i.e., wages as defined in section 3401(a) of the
Code and all other payments of compensation for which the Participating Company
is required to furnish the employee a written statement under sections 6041(d)
and 6051(a)(3) of the Code).
(c) With respect to (i) the Plan Year beginning January 1, 1993,
only compensation not in excess of $235,840
9
shall be taken into account; and (ii) Plan Years beginning after 1993, only
compensation not in excess of $150,000, or such other amount to which the limit
of section 401(a)(17) of the Code shall apply for such Plan Year provided that
this Subsection (c) shall not apply for purposes of Section 3.10 and Section
13.2.3. In determining Compensation for purposes of this limitation, the rules
of section 414(q)(6) of the Code shall apply, except in applying such rules, the
term "family" shall include only the spouse of the Employee and any lineal
descendants who have not reached Age 19 before the close of the Plan Year. In
applying the rules of section 414(q)(6) of the Code, the limit of this
Subsection (c) shall be allocated among family members in proportion to their
compensation as defined in Subsection (a) without regard to this Subsection (c).
"Company Stock" means the Company's Class A Common Stock and Special
Shares.
"Contract" means any group annuity, investment, insurance, or similar
contract, and amendments thereto issued to the Company or to the Trustee by an
Insurance Company with respect to this Plan.
"Contribution Percentage" means for any Eligible Employee for a given
Plan Year, the ratio of:
(a) the sum of
(1) such Eligible Employee's Matching Contributions for the
Plan Year, plus
10
(2) in the case of any Highly Compensated Eligible Employee,
any employee contributions and employer matching contributions, including any
elective deferrals recharacterized as employee contributions, under any other
qualified retirement plan, other than an employee stock ownership plan as
defined in section 4975(e)(7) of the Code or a tax credit employee stock
ownership plan as defined in section 409(a) of the Code, maintained by the
Participating Company or any Affiliated Company, plus
(3) at the election of the Committee, any portion of the
Eligible Employee's Salary Reduction Contributions for the Plan Year or elective
deferrals under any other qualified retirement plan maintained by a
Participating Company or any Affiliated Company that may be disregarded without
causing this Plan or such other qualified retirement plan to fail to satisfy the
requirements of section 401(k)(3) of the Code and the regulations issued
thereunder; to
(b) the Eligible Employee's Compensation for the Plan Year.
"Covered Employee" means any Employee who is (a) employed by a
Participating Company and (b) not covered by a collective bargaining agreement,
unless such agreement specifically provides for participation hereunder. An
individual who is treated as an Employee solely by reason of being a Leased
Employee shall not be a Covered Employee.
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"Effective Date" means January 1, 1993, the effective date of this
amended and restated Plan.
"Eligible Employee" means an Employee who has become an Eligible
Employee as set forth in Section 2.3, whether or not he is an Active
Participant, and who has remained a Covered Employee at all times thereafter.
"Employee" means an individual who is employed by a Participating
Company or an Affiliated Company or an individual who is a Leased Employee.
"Employment Commencement Date" means, for any Employee, the date on
which he is first entitled to be credited with an "Hour of Service" described in
Paragraph (a)(1) of the definition of Hour of Service in this Article.
"Entry Date" means the first day of any calendar month.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"Fund" means the fund established for this Plan, administered under
the Trust Agreement and/or Contract, out of which benefits payable under this
Plan shall be paid.
"Highly Compensated Eligible Employee" means an Eligible Employee who
is (or is treated as) a Highly Compensated Employee.
"Highly Compensated Employee" means an Employee who during the current
Plan Year or the immediately preceding Plan Year:
12
(a) was a five-percent owner, as defined in section 416(i) of the
Code;
(b) received more than $93,518 (as indexed) in Compensation from
a Participating Company or an Affiliated Company;
(c) received more than $62,345 (as indexed) in Compensation from
a Participating Company or an Affiliated Company and was among the top 20% of
Employees of all Participating Companies and Affiliated Companies ranked by
Compensation (excluding Employees described in section 414(q)(8) of the Code to
the extent (1) permitted under the Code and regulations thereunder and (2)
elected by the Committee, for purposes of identifying the number of Employees in
the top 20%); or
(d) was among the 50 officers of a Participating Company or an
Affiliated Company (or, if lesser, the greater of 3 or 10% of all Employees,
excluding Employees described in section 414(q)(8) of the Code, to the extent
(1) permitted under the Code and regulations thereunder and (2) elected by the
Committee for purposes of identifying the top 20%) and received Compensation of
more than $56,110.50 (as indexed); provided, however, that, if no officer has
satisfied the compensation requirement described above during either the current
Plan Year or the immediately preceding Plan Year, the highest paid officer for
such year shall be treated as a Highly Compensated Employee.
13
Notwithstanding Subsections (b)-(d) of this definition, an Employee, other than
a five-percent owner, who was not a Highly Compensated Employee in the preceding
Plan Year is a Highly Compensated Employee for the current Plan Year only if he
is among the 100 most highly compensated Employees of all Participating
Companies and Affiliated Companies ranked by Compensation for the current Plan
Year.
If an Employee is, during the current Plan Year or the immediately
preceding Plan Year, a family member of either a five-percent owner who is an
Employee or a former Employee or a Highly Compensated Employee who is one of the
10 most highly compensated Employees ranked by compensation during such year,
then the family member and the five-percent owner or Highly Compensated Employee
shall be treated as a single Highly Compensated Employee, and the Compensation
and elective deferrals, employee contributions and employer matching
contributions of such family member and five-percent owner or Highly Compensated
Employee shall be aggregated in determining the Actual Deferral Percentage and
Contribution Percentage of such "single" Highly Compensated Employee. For
purposes of this definition, "family member" shall include the spouse, lineal
ascendants and descendants of the Employee or former Employee and the spouse of
such lineal ascendants and descendants.
If the Participating Company has made the election described in
Section 14.9, references to the "preceding Plan
14
Year" shall refer instead to the calendar year ending with or within the current
Plan Year.
"Hour of Service" means, for any Employee, a credit awarded with
respect to:
(a) except as provided in (b),
(1) each hour for which he is directly or indirectly paid or
entitled to payment by a Participating Company or an Affiliated Company for the
performance of employment duties; or
(2) each hour for which he is entitled, either by award or
agreement, to back pay from a Participating Company or an Affiliated Company,
irrespective of mitigation of damages; or
(3) each hour for which he is directly or indirectly paid or
entitled to payment by a Participating Company or an Affiliated Company on
account of a period of time during which no duties are performed due to
vacation, holiday, illness, incapacity (including disability), jury duty,
layoff, leave of absence, or military duty.
(b) Anything to the contrary in Subsection (a) notwithstanding:
(1) No Hours of Service shall be credited to an Employee for
any period merely because, during such period, payments are made or due him
under a plan maintained solely for the purpose of complying with applicable
workers' compensation, unemployment compensation, or disability insurance laws.
15
(2) No more than 501 Hours of Service shall be credited to
an Employee under Subsection (a)(3) of this definition on account of any single
continuous period during which no duties are performed by him, except to the
extent otherwise provided in the Plan.
(3) No Hours of Service shall be credited to an Employee
with respect to payments solely to reimburse for medical or medically related
expenses.
(4) No Hours of Service shall be credited twice.
(5) Hours of Service shall be credited at least as liberally
as required by the rules set forth in U.S. Department of Labor Reg.
ss.2530.200b-2(b) and (c).
(6) In the case of an Employee who is such solely by reason
of service as a Leased Employee, Hours of Service shall be credited as if such
Employee were employed and paid with respect to such service (or with respect to
any related absences or entitlements) by the Participating Company or Affiliated
Company that is the recipient thereof.
"Insurance Company" means any legal reserve life insurance company
with which funds are deposited pursuant to a Contract to provide benefits under
the Plan.
"Investment Medium" means any fund, contract, obligation, or other
mode of investment to which a Participant may direct the investment of the
assets of his Account.
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"Leased Employee" means an individual who is not an employee of a
Participating Company or an Affiliated Company (as defined without regard to
Subsection (c) of the definition thereof) which is the recipient of such
individual's services, but who is required to be treated as an employee of such
Participating Company or Affiliated Company because of the application of
sections 414(n) or 414(o) of the Code and the applicable regulations thereunder,
and to whom section 414(n)(5) of the Code does not apply.
"Limitation Year" means the Plan Year or such other
12-consecutive-month period as may be designated by the Company.
"Matching Contributions" means the amounts contributed by the Company
pursuant to Section 3.4.
"Normal Retirement Date" means, for any Participant, the date on which
he reaches Age 65.
"One-Year Period of Severance" means a 12-consecutive- month period
beginning on the date of the Employee's Separation from Service during which the
former Employee is credited with no Hours of Service.
"Participant" means an individual for whom one or more Accounts are
maintained under the Plan.
"Participating Company" means the Company, each subsidiary of the
Company which is eligible to file a consolidated federal income tax return with
the Company and each other organization which is authorized by the Board of
Directors
17
to adopt this Plan by action of its board of directors or other governing body.
"Payroll Period" means a weekly, bi-weekly, semi-monthly, or monthly
pay period or such other standard pay period of the Participating Company
applicable to the class of Employees of which the Eligible Employee is a part.
"Pension Plan" means the Storer Communications Pension Plan, which was
terminated as of March 31, 1991.
"Period of Service" means, with respect to any Employee, the period of
time commencing on the Employee's Employment Commencement Date and ending on the
date of the Employee's Separation from Service and, if applicable, the period of
time commencing on an Employee's Reemployment Commencement Date and ending on
the date of the Employee's subsequent Separation from Service. For purposes of
determining an employee's eligibility to participate and his vested status under
the Plan, an Employee's period of employment with Storer Administration, Inc.
before January 1, 1993 shall be counted as part of his Period of Service.
"Period of Severance" means the period of time commencing on the date
of an Employee's Separation from Service and ending on the date on which the
Employee is again entitled to be credited with an Hour of Service.
"Plan" means the Comcast Corporation Retirement- Investment Plan, a
profit sharing plan, as set forth herein.
18
"Plan Year" means each 12-consecutive month period that begins on
January 1st and ends on the next following December 31st.
"Prior Plan Contributions" means the amounts, if any, contributed by a
Participant prior to the Effective Date as after-tax contributions to the Plan.
"Reemployment Commencement Date" means the first day following a
One-Year Period of Severance on which an Employee is entitled to be credited
with an Hour of Service described in Paragraph (a)(1) of the definition of "Hour
of Service" in this Article.
"Required Beginning Date" means, for any Participant:
(a) if he reached Age 70 1/2 before January 1, 1988, and is not a
five-percent owner (within the meaning of section 416 of the Code) of a
Participating Company at any time during the five-Plan-Year period ending in the
calendar year in which he reached Age 70 1/2, or thereafter, April 1 of the
calendar year following the later of the calendar year in which he has a
Separation from Service or the calendar year in which he reached Age 70 1/2;
(b) if he reached Age 70 1/2 before January 1, 1988, and is a
five-percent owner (within the meaning of section 416 of the Code) of a
Participating Company at any time during the five- Plan-Year period ending in
the calendar year in which he reached Age 70 1/2, or thereafter, the later of
(1) December 31, 1987 (2) April 1 of the calendar year following the calendar
year in which
19
he reached Age 70 1/2 or (3) April 1 of the calendar year in which he becomes a
five-percent owner.
(c) if he reached Age 70 1/2 before January 1, 1989 and after
December 31, 1987, is not a five-percent owner (within the meaning of section
416 of the Code) of a Participating Company and has not had a Separation from
Service before January 1, 1989, April 1, 1990;
(d) except as otherwise provided in Subsection (c), if he reaches
Age 70 1/2 on or after January 1, 1988, April 1 of the calendar year next
following the calendar year in which he reaches Age 70 1/2.
"Rollover Contributions" means, for any Participant, his rollover
contributions as provided in Section 7.1.
"Salary Reduction Contributions" means, for any Participant,
contributions on his behalf as provided in Subsection 3.1(a).
"Separation from Service" means, for any Employee, his death,
retirement, resignation, discharge or any absence that causes him to cease to be
an Employee, provided that for purposes of Article V relating to distributions,
a Participant who transfers employment to an unrelated third party in connection
with a sale by the Company or a Participating Company of a business to such
third party shall not be treated as having a Separation from Service in
connection with such transfer of employment unless such transfer of employment
is in connection with a transaction described in section 401(k)(10) of the Code.
20
"Severance from Service Date" means the date, as recorded on the
records of a Participating Company or an Affiliated Company, on which an
Employee of such company quits, retires, is discharged, or dies, or, if earlier,
the first anniversary of the first day of a period during which the Employee
remains absent from service with all Participating Companies and Affiliated
Companies (with or without pay) for any other reason, except:
(a) Solely for purposes of determining whether a One-Year Period
of Severance has occurred, if the Employee is absent from work beyond the first
anniversary of the first day of absence by reason of pregnancy, childbirth, or
placement in connection with adoption, or for purposes of the care of such
Employee's child immediately after birth or placement in connection with
adoption, such Employee's Separation from Service shall be the second
anniversary of the first day of such absence; or
(b) If the Employee is absent for military service under leave
granted by the Participating Company or Affiliated Company or required by law,
the Employee shall not be considered to have a Separation from Service, provided
the absent Employee returns to service with the Participating Company or
Affiliated Company within 90 days of his release from active military duty or
any longer period during which his right to reemployment is protected by law.
21
"Special Employee" means an Employee whose regularly scheduled paid
work week does not exceed 24 hours, or whose employment is classified as
"temporary" or "intermittent," both in accordance with uniformly applied
personnel policies.
"Special Share" means the Company's Class A Special Common Stock.
"Storer Plan" means the Storer Communications, Inc. Retirement Savings
Plan.
"Total Disability" means, with respect to any Participant, a
disability of a potentially permanent character that prevents him from engaging
in the occupation or fulfilling the duties which he performed at the time of the
occurrence of such disability.
"Trust Agreement" means any agreement and declaration of trust
executed under this Plan.
"Trustee" means the corporate trustee or trustees or one or more
individuals collectively appointed and acting under a Trust Agreement.
"Valuation Date" means the last business day of each calendar quarter
and each interim date on which the Committee determines that a valuation of the
Fund shall be made.
"Year of Eligibility Service" means, for any Special Employee, a
credit used to determine his eligibility to participate under the Plan, as
further described in Section 2.2.
22
"Year of Service" means, for any Employee, a credit used to determine
his vested status under the Plan, as further described in Section 6.2.
23
ARTICLE II
TRANSITION AND ELIGIBILITY TO PARTICIPATE
2.1 Rights Affected and Preservation of Accrued Benefit. Except as provided
to the contrary herein, the provisions of this amended and restated Plan shall
apply only to Employees who complete an Hour of Service on or after the
Effective Date. The rights of any other individual shall be governed by the Plan
as in effect upon his Separation from Service, except to the extent expressly
provided in any amendment adopted subsequently thereto. Additional rules
regarding service credit are set forth in Article XV.
2.2 Year of Eligibility Service for Special Employees.
2.2.1 A Special Employee shall be credited with a Year of Eligibility
Service as of the close of the 12-consecutive-month period that begins on his
Employment Commencement Date if he is credited with 1,000 or more Hours of
Service during such period.
2.2.2 A Special Employee who is not credited with 1,000 Hours of
Service during such period shall be credited with a Year of Eligibility Service
as of the close of the first Plan Year in which he is credited with 1,000 or
more Hours of Service.
24
2.3 Eligibility to Participate - Salary Reduction Contributions.
2.3.1 Each Covered Employee as of the Effective Date who was eligible
to participate in the Plan immediately prior to the Effective Date shall
continue to be an Eligible Employee as of the Effective Date.
2.3.2 Each Covered Employee who was not eligible to participate
immediately prior to the Effective Date shall become an Eligible Employee on the
Entry Date next following his completion of one Year of Eligibility Service, if
he is a Special Employee, or his completion of a Period of Service of at least
one year, if he is other than a Special Employee.
2.3.3 If an individual is not a Covered Employee on the Entry Date
next following the date he meets the requirements of Section 2.3.2 , he shall
become an Eligible Employee as of the first date thereafter on which he is a
Covered Employee.
2.3.4 An Eligible Employee who ceases to be a Covered Employee, by
Separation from Service or otherwise, and who later becomes a Covered Employee,
shall become an Eligible Employee as of the date on which he first again
completes an Hour of Service as a Covered Employee.
2.4 Election to Make Salary Reduction Contributions Each Eligible Employee
may elect to make Salary Reduction Contributions and become an Active
Participant by filing a
25
written notice of such election with the Committee on a form provided for that
purpose. Such notice shall authorize the Participating Company to reduce such
Eligible Employee's cash remuneration by an amount determined in accordance with
Section 3.1 and to make Salary Reduction Contributions on such Eligible
Employee's behalf in the amount of such reduction. Such election shall be
effective on the first day of the Payroll Period following receipt of his
election by the Committee.
2.5 Participation in Matching Contributions. An Active Participant shall
share in Matching Contributions under Section 3.4 for any Plan Year if Salary
Reduction Contributions are made on his behalf in such Plan Year.
2.6 Participation in Vision Contributions. An Eligible Employee who enrolls
in the Plan in accordance with procedures established by the Committee shall
share in Vision Contributions under Section 3.5, and become an Active
Participant, in accordance with Section 3.5.
2.7 Data. Each Employee shall furnish to the Committee such data as the
Committee may consider necessary for the determination of the Employee's rights
and benefits under the Plan and shall otherwise cooperate fully with the
Committee in the administration of the Plan.
26
ARTICLE III
CONTRIBUTIONS TO THE PLAN
3.1 Salary Reduction Contributions.
3.1.1 When an Eligible Employee files an election under Section 2.4 to
have Salary Reduction Contributions made on his behalf, he shall elect the
percentage by which his Compensation shall be reduced on account of such Salary
Reduction Contributions. Subject to Section 3.8, this percentage may be between
one percent (1%) and seventeen percent (17%) of such Compensation, rounded to
the nearer whole percentage. The Participating Company shall contribute an
amount equal to such percentage of the Eligible Employee's Compensation to the
Fund for credit to the Eligible Employee's Salary Reduction Account provided
that such contributions may be prospectively limited as provided in Section 3.9.
3.1.2 Salary Reduction Contributions made on behalf of an Eligible
Employee under this Plan together with elective deferrals under any other plan
or arrangement maintained by any Participating Company or Affiliated Company
shall not exceed $8,994 (as adjusted in accordance with section 402(g) of the
Code and regulations thereunder) for any calendar year. To the extent necessary
to satisfy this limitation for any year:
(a) elections under Section 3.1.1 shall be prospectively
restricted; and,
27
(b) after application of this Section 3.1.2(a), the excess Salary
Reduction Contributions and excess elective deferrals under any other plan or
arrangement maintained by any Participating Company or Affiliated Company (with
earnings thereon, but reduced by any amounts previously distributed under
Section 3.9.1 for the year) shall be paid to the Participant on or before the
April 15 first following the calendar year in which such contributions were
made. If the Salary Reduction Contributions plus elective deferrals described
above do not exceed such limitation, but Salary Reduction Contributions, plus
the elective deferrals, as defined in section 402(g)(3) of the Code, under any
other plan for any Participant exceed such limitation for any calendar year,
upon the written request of the Participant made on or before the March 1 first
following such calendar year, the excess, including any earnings attributable
thereto, designated by the Participant to be distributed from the Plan shall be
paid to the Participant on or before the April 15 first following such calendar
year.
3.2 Change of Percentage Rate. A Participant may without penalty change the
percentage of Compensation designated by him as his contribution rate under
Section 3.1.1, to any percentage permitted by such Section, and such percentage
shall remain in effect until so changed. Any such change shall become effective
as of the first day of the Payroll Period next following receipt of the change
by the Committee.
28
3.3 Discontinuance of Salary Reduction Contributions. A Participant may
discontinue his Salary Reduction Contributions at any time. Such discontinuance
shall become effective as of the first day of the Payroll Period next following
receipt of the discontinuance by the Committee.
3.4 Matching Contributions. Subject to Sections 3.8 and 3.10, with respect
to each Participant who is an Employee of a Participating Company during a Plan
Year, such Participating Company shall contribute to the Fund for such payroll
period an amount equal to the sum of:
3.4.1 one hundred percent (100%) of such Participant's Salary
Reduction Contributions for such payroll period not in excess of one percent
(1%) of his Compensation for such payroll period; plus
3.4.2 fifty percent (50%) of such Participant's Salary Reduction
Contributions for such payroll in excess of one percent (1%) but not in excess
of six percent (6%) of his Compensation for such payroll period. The
Participating Companies' matching contribution obligation for a Plan Year shall
be offset by the amount, if any, of the sum of Matching Contributions and Vision
Contributions forfeited during such Plan Year by Participants who were Employees
of such Participating Company, provided that such contributions may be
prospectively limited as provided in Section 3.9. Notwithstanding the foregoing,
the contributions under this Section for any Plan Year shall not cause the total
contributions
29
by the Participating Company to exceed the maximum allowable current deduction
under the applicable provisions of the Code.
3.5 Vision Contributions.
(a) Eligible Employees Prior to the Effective Date. The Company
established a Vision Account for each Employee of a Participating Company who,
as of April 1, 1991, or any subsequent Entry Date preceding the Effective Date,
had satisfied the requirements for participation under the terms of the Plan as
in effect at such time. The Company allocated 10 Special Shares to each such
Vision Account.
(b) Employees who Become Eligible Employees on or after the
Effective Date. The Company shall also establish a Vision Account for each
Employee of a Participating Company who, as of any Entry Date on or after the
Effective Date, first satisfies the requirements for participation under Article
II hereof. The Company shall allocate 10 Special Shares to each such Vision
Account for the Plan Year in which the Employee first satisfies the requirements
for participation under Article II hereof.
3.6 Timing and Deductibility of Contributions. Matching and Vision
Contributions for any Plan Year under this Article shall be made no later than
the last date on which amounts so paid may be deducted for Federal income tax
purposes for the taxable year of the employer in which the Plan Year ends. All
Participating Company contributions are expressly conditioned upon their
deductibility for Federal income tax purposes.
30
Amounts contributed as Salary Reduction Contributions or Rollover Contributions
will be remitted to the Trustee as soon as practicable, but no later than 90
days after the date on which such contributions were received or withheld from
the Participant's Compensation.
3.7 Fund. The contributions deposited by the Participating Company in the
Fund in accordance with this Article shall constitute a fund held for the
benefit of Participants and their eligible beneficiaries under and in accordance
with this Plan. No part of the principal or income of the Fund shall be used
for, or diverted to, purposes other than for the exclusive benefit of such
Participants and their eligible beneficiaries (including necessary
administrative costs); provided, that in the case of a contribution made by the
Participating Company as a mistake of fact, or for which a tax deduction is
disallowed, in whole or in part, by the Internal Revenue Service, the
Participating Company shall be entitled to a refund of said contributions, which
must be made within one year after payment of a contribution made as a mistake
of fact, or within one year after disallowance.
31
3.8 Limitation on Salary Reduction Contributions and Matching
Contributions.
3.8.1 For any Plan Year, the Average Actual Deferral Percentage for
the Highly Compensated Eligible Employees Shall not exceed the greater of:
(a) one hundred twenty-five percent (125%) of the Average Actual
Deferral Percentage for all other Eligible Employees; or
(b) the lesser of:
(1) two hundred percent (200%) of the Average Actual
Deferral Percentage for all other Eligible Employees; or
(2) two percent (2%) plus the Average Actual Deferral
Percentage for all other Eligible Employees.
3.8.2 For any Plan Year, the Average Contribution Percentage for the
Highly Compensated Eligible Employees shall not exceed the greater of:
(a) one hundred twenty-five (125%) of the Average Contribution
Percentage for all other Eligible Employees; or
(b) the lesser of:
(1) two hundred percent (200%) of the Average Contribution
Percentage for all other Eligible Employees; or
32
(2) two percent (2%) plus the Average Contribution
Percentage for all other Eligible Employees.
3.8.3 For any Plan Year, the sum of the Average Actual Deferral
Percentage and the Average Contribution Percentage for the Highly Compensated
Eligible Employees shall not exceed the greater of:
(a) the sum of:
(1) one hundred twenty-five percent (125%) of the greater of
the Average Actual Deferral Percentage or the Average Contribution Percentage
for all other Eligible Employees; plus
(2) the lesser of:
(i) two hundred percent (200%) of the lesser of the
Average Actual Deferral Percentage or the Average Contribution Percentage for
all other Eligible Employees; or
(ii) two percent (2%) plus the lesser of the Average
Actual Deferral Percentage or the Average Contribution Percentage for all other
Eligible Employees; or
(b) the sum of:
(1) one hundred twenty-five percent (125%) of the lesser of
the Average Actual Deferral Percentage or the Average Contribution Percentage
for all other Eligible Employees; plus
(2) the lesser of:
33
(i) two hundred percent (200%) of the greater of the
Average Actual Deferral Percentage or the Average Contribution Percentage for
all other Eligible Employees; or
(ii) two percent (2%) plus the greater of the Average
Actual Deferral Percentage or the Average Contribution Percentage for all other
Eligible Employees.
3.8.4 For purposes of this Section, the Salary Reduction
Contributions and Matching Contributions, respectively, of any five-percent
owner or other Highly Compensated Employee who is one of the top 10 Employees
ranked by pay (without regard to this sentence) for the Plan Year or the
preceding Plan Year shall be increased by the amount of the Salary Reduction
Contributions and Matching Contributions, respectively, of any Employee who is a
spouse or lineal ascendant or descendant (or a spouse thereof) ("family member")
of such Highly Compensated Employee, and the Compensation of the former shall be
increased by the Compensation of the latter, and such family member and such
Highly Compensated Employee shall be treated as a single Highly Compensated
Eligible Employee and such family member shall not be treated as a separate
Eligible Employee for purposes of applying this Section. The application of this
Section 3.8.4 and the determination of the Actual Deferral Percentage and
Contribution Percentage of such single Highly Compensated Eligible Employee
shall be made in accordance with sections 414(q), 401(k) and 401(m) of the Code
and regulations thereunder.
34
3.8.5 If the Plan and any other plan(s) maintained by a Participating
Company or an Affiliated Company are treated as a single plan for purposes of
section 401(a)(4) or section 410(b) of the Code, the limitations in Sections
3.8.1 through 3.8.4 shall be applied by treating the Plan and such other plan(s)
as a single plan.
3.8.6 The application of this Section shall satisfy sections 401(k)
and 401(m) of the Code and regulations thereunder and such other requirements as
may be prescribed by the Secretary of the Treasury.
3.8.7 The test set forth in Section 3.8.1 must be satisfied separately
with respect to (1) Eligible Employees who are not covered by a collective
bargaining agreement and (2) Eligible Employees who are covered by a collective
bargaining agreement. The tests set forth in Sections 3.8.2 and 3.8.3 must be
satisfied only with respect to Eligible Employees who are not covered by a
collective bargaining agreement.
3.9 Prevention of Violation of Limitation on Salary Reduction Contributions
and Matching Contributions. The Committee shall monitor the level of
Participants' Salary Reduction Contributions and Matching Contributions and
elective deferrals, employee contributions, and employer matching contributions
under any other qualified retirement plan maintained by a Participating Company
or any Affiliated Company to insure against exceeding the limits of Section 3.8.
To the extent practicable, the Plan Administrator may prospectively
35
limit (i) some or all of the Highly Compensated Eligible Employees' Salary
Reduction Contributions to reduce the Average Actual Deferral Percentage of the
Highly Compensated Eligible Employees to the extent necessary to satisfy Section
3.8.1 and/or (ii) some or all of the Highly Compensated Eligible Employees'
Matching Contributions to reduce the Average Contribution Percentage of the
Highly Compensated Eligible Employees to the extent necessary to satisfy Section
3.8.2 of and/or (iii) some or all of the Highly Compensated Eligible Employees'
Salary Reduction Contributions and Matching Contributions to the extent
necessary to satisfy Section 3.8.3. If the Committee determines after the end of
the Plan Year that the limits of Section 3.8 may be or have been exceeded, it
shall take the appropriate following action for such Plan Year:
3.9.1 (a) The Average Actual Deferral Percentage for the Highly
Compensated Eligible Employees shall be reduced to the extent necessary to
satisfy Section 3.8.1.
(b) The reduction shall be accomplished by reducing the maximum
Actual Deferral Percentage for any Highly Compensated Eligible Employee to an
adjusted maximum Actual Deferral Percentage, which shall be the highest Actual
Deferral Percentage that would cause one of the tests in Section 3.8.1 to be
satisfied, if each Highly Compensated Eligible Employee with a higher Actual
Deferral Percentage had instead the adjusted maximum Actual Deferral Percentage,
reducing the Highly Compensated Eligible Employee's Salary Reduction
Contributions
36
and elective deferrals under any other qualified retirement plan maintained by
the Participating Company or any Affiliated Company (less any amounts previously
distributed under Section 3.1 for the year) in order, beginning with the Highly
Compensated Eligible Employee(s) with the highest Actual Deferral Percentage;
provided, however, that excess contributions shall be allocated to Eligible
Employees who are subject to the family member aggregation rules of section
414(q)(6) of the Code in the manner prescribed by regulations.
(c) Not later than the end of the Plan Year following the close
of the Plan Year for which the Salary Reduction Contributions were made, the
difference between a Highly Compensated Eligible Employee's Actual Deferral
Percentage and the Highly Compensated Eligible Employee's adjusted maximum
actual Deferral Percentage shall be paid to the Highly Compensated Eligible
Employee, with earnings attributable thereto (as determined in accordance with
applicable Treasury Regulations); provided, however, that for any Participant
who is also a participant in any other qualified retirement plan maintained by
the Participating Company or any Affiliated Company under which the Participant
makes elective deferrals for such year, the Committee shall coordinate
corrective actions under this Plan and such other plan for the year.
3.9.2 (a) The Average Contribution Percentage for the Highly
Compensated Eligible Employees shall be reduced to
37
the extent necessary to satisfy at least one of the tests in Section 3.8.2.
(b) The reduction shall be accomplished by reducing the maximum
Contribution Percentage for any Highly Compensated Eligible Employee to an
adjusted maximum Contribution Percentage, which shall be the highest
Contribution Percentage that would cause one of the tests in Section 3.8.2 to be
satisfied, if each Highly Compensated Eligible Employee with a higher
Contribution Percentage had instead the adjusted maximum Contribution
Percentage, reducing, in the following order of priority, the Highly Compensated
Eligible Employees' Matching Contributions and employee contributions and
employer matching contributions under any other qualified retirement plan
maintained by the Participating Company or an Affiliated Company, in order
beginning with the Highly Compensated Eligible Employee(s) with the highest
Contribution Percentage; provided, however, that excess contributions shall be
allocated to Eligible Employees who are subject to the family member aggregation
rules of section 414(q)(6) of the Code in the manner prescribed in regulations.
(c) Not later than the end of the Plan Year following the close
of the Plan Year for which such contributions were made, the difference between
a Highly Compensated Eligible Employee's Contribution Percentage and the Highly
Compensated Eligible Employee's adjusted maximum Contribution Percentage, with
earnings attributable thereto (as
38
determined in accordance with applicable Treasury Regulations) shall be treated
as a forfeiture of the Highly Compensated Eligible Employee's Matching
Contributions for the Plan Year to the extent such contributions are forfeitable
(which forfeiture shall be used to reduce future Matching Contributions), or
paid to the Highly Compensated Eligible Employee to the extent such
contributions are nonforfeitable; provided, however, that, for any Participant
who is also a participant in any other qualified retirement plan maintained by
the Participating Company or any Affiliated Company under which the Participant
makes employee contributions or is credited with employer matching contributions
for the year, the Committee shall coordinate corrective actions under this Plan
and such other plan for the year.
3.9.3 (a) The Average Contribution Percentage and/or the Average
Actual Deferral Percentage (as determined under Section 3.9.3(b)) for the Highly
Compensated Eligible Employees shall be reduced to satisfy the test in Section
3.8.3 in a manner and to the extent determined by the Committee.
(b) The reduction(s) shall be accomplished in the same manner as
is set forth in Sections 3.9.1 and 3.9.2, whichever is appropriate. A reduction
to the Average Actual Deferral Percentage shall be charged against the
appropriate Highly Compensated Eligible Employees' Salary Reduction Accounts. A
reduction to the Average Contribution Percentage shall be charged against the
appropriate Highly Compensated Eligible Employees' Matching Contribution
Accounts.
39
Notwithstanding the foregoing, for any Participant who is also a participant in
any other qualified retirement plan maintained by a Participating Company or any
Affiliated Company under which the Participant makes employee contributions or
elective deferrals or is credited with employer matching contributions for such
year, the Committee shall coordinate corrective actions under this Plan and such
other plan for the year.
3.9.4 If the Plan and any other plan maintained by a Participating
Company or an Affiliated Company are treated as a single plan pursuant to
Section 3.8.5, the Committee shall coordinate corrective actions under the Plan
and such other plan for the year.
3.10 Maximum Allocation.
3.10.1 Notwithstanding anything in this Plan to the contrary, in no
event shall amounts allocated to a Participant's Account under the Plan exceed
the limitations set forth in section 415 of the Code, which are hereby
incorporated into the Plan.
3.10.2 If the amounts otherwise allocable to a Participant's Account
under the Plan would exceed the limitations set forth in section 415(c) of the
Code as a result of the reallocation of forfeitures, a reasonable error in
estimating the Participant's Compensation, a reasonable error in determining the
amount of Salary Reduction Contributions that may be made with respect to the
Participant under the limits , or such other circumstances as permitted by law,
the Committee shall
40
determine which portion, if any, of such excess amount is attributable to the
Participant's Salary Reduction Contributions or Matching Contributions, until
such amount has been exhausted, and shall take the following steps to correct
such violation:
(a) Excess Salary Reduction Contributions and earnings thereon
shall be paid to the Participant as soon as is administratively feasible.
(b) (1) While the Participant remains a Covered Employee, his
excess Matching Contributions shall be held in a suspense account (which shall
share in investment gains and losses of the Fund) by the Trustee until the
following Limitation Year (or any succeeding Plan Years), at which time such
amounts shall be allocated to the Participant's Account before any Contributions
are made on his behalf for such Plan Year; and
(2) When the Participant ceases to be a Covered Employee,
his excess Matching Contributions, along with earnings thereon, held in the
suspense account shall be allocated in the following Plan Year (or any
succeeding Plan Year) to the Accounts of other Participants in the Plan.
3.10.3 If, in any Limitation Year, a Participant is a participant in
one or more defined benefit plans sponsored by a Participating Company or a 50%
Affiliated Company, the annual additions of the Participant under the Plan shall
not be reduced unless the annual benefit under the defined benefit
41
plan(s) is not reduced to the extent necessary to meet the combined plan limits
of section 415(e) of the Code.
42
ARTICLE IV
PARTICIPANTS' ACCOUNTS
4.1 Accounts. All contributions and earnings thereon may be invested in one
commingled Fund for the benefit of all Participants. However, in order that the
interest of each Participant may be accurately determined and computed, separate
Accounts shall be maintained for each Participant and each Participant's
Accounts shall be made up of subaccounts reflecting his investment elections
pursuant to Section 11.5. These Accounts shall represent the Participant's
individual interest in the Fund. All contributions shall be credited to
Participants' Accounts as set forth in Article III.
4.2 Valuation. The value of each Investment Medium in the Fund shall be
computed by the Trustee or the Insurance Company as of the close of business on
each Valuation Date on the basis of the fair market value of the assets of the
Fund.
4.3 Apportionment of Gain or Loss. The value of each Investment Medium in
the Fund, as computed pursuant to Section 4.2, shall be compared with the value
of such Investment Medium in the Fund as of the preceding Valuation Date. Any
difference in the value, not including contributions or distributions made since
the preceding Valuation Date, shall be the net increase or decrease of such
Investment Medium in the Fund, and such amount shall be ratably apportioned by
the Trustee or the Insurance Company on its books, among the Participants'
43
Accounts which are invested in such Investment Medium at the current Valuation
Date.
4.4 Accounting for Allocations.
4.4.1 In General. The Committee shall establish or provide for the
establishment of accounting procedures for the purpose of making the
allocations, valuations and adjustments to Participants' Accounts provided for
in this Article. From time to time such procedures may be modified for the
purpose of achieving equitable and non-discriminatory allocations among the
Accounts of Participants in accordance with the general concepts of the Plan and
the provisions of this Article.
4.4.2 Accounting and Other Procedures Regarding Company Stock.
(a) Company Stock required for purposes of the Plan shall either
be transferred or sold to the Trustee by the Company, or if not so transferred
or sold shall be acquired by the Trustee on the market.
(b) As of each Valuation Date, all amounts to be invested in
Company Stock shall be allocated to Participants' Accounts as additional shares
in accordance with this Section 4.4.2(b). First, the Committee shall determine
the number of shares to be allocated under the Plan as of such Valuation Date.
Second, the number of shares to be allocated to each Participant's Account shall
be equal to the total number of shares to be allocated under the Plan as of such
Valuation Date
44
multiplied by the ratio of the sum of the items listed below for each
Participant entitled to share in such allocation that are to be invested in
Company Stock to the sum of such items for all such Participants. The items
referenced in the preceding sentence are (i) all Salary Reduction Contributions,
(ii) all Matching Contributions, (iii) all Rollover Contributions, (iv) all
repayments of loans pursuant to Article IX of the Plan, (v) funds that were to
be invested in Company Stock as of the preceding Valuation Date but were not and
(vi) income earned with respect to such funds.
(c) The cost basis for crediting shares to Participants' Accounts
shall be the average cost to the Trustee of shares of Company Stock purchased
since the last preceding Valuation Date.
(d) Shares of Company Stock shall be converted to cash for
purposes of distributions, withdrawals, loans and elections to reallocate the
investment of amounts held in an Investment Medium that holds Company Stock
based on the closing market price of Company Stock as reported on the NASDAQ
National Market System (or such other exchange where such Company Stock may be
listed) as of the last trading day coinciding with or prior to the last
Valuation Date.
(e) Shares of Company Stock shall be allocated to Participants'
Accounts as results of elections to reallocate the investment of funds held in
Participants' Accounts to the Investment Medium that holds Company Stock based
on the
45
average cost to the Trustee of shares of Company Stock purchased since the last
Valuation Date.
46
ARTICLE V
DISTRIBUTION
5.1 General. The interest of each Participant in the Fund shall be
distributed in the manner, in the amount, and at the time provided in this
Article, except as provided in Article VIII and except in the event of the
termination of the Plan. The provisions of this Article shall be construed in
accordance with section 401(a)(9) of the Code and regulations thereunder,
including, effective for distributions that commence on or after January 1,
1989, the incidental death benefit requirements of section 401(a)(9)(G) of the
Code.
5.2 Separation from Service. A Participant who has a Separation from
Service for reasons other than death or Total Disability shall have his
nonforfeitable interest in his Account paid to him or applied for his benefit in
accordance with the provisions of this Article.
5.3 Death. If a Participant dies before his Benefit Commencement Date, or
if the Participant dies after his Benefit Commencement Date and before his
entire nonforfeitable interest in his Account has been paid to him, his
remaining nonforfeitable interest in his Account shall be paid to, or applied
for the benefit of, his beneficiary in accordance with the provisions of this
Article.
47
5.4 Total Disability.
5.4.1 If a Participant who is an Employee suffers a Total Disability
and has a Separation from Service due to his Total Disability, his Account shall
be paid to him or applied for his benefit in accordance with the provisions of
this Article following the determination of his Total Disability and his
Separation from Service.
5.4.2 Total Disability shall be determined by the Committee, which may
consult with a medical examiner selected by it. The medical examiner shall have
the right to make such physical examinations and other investigations as may be
reasonably required to determine Total Disability.
5.5 Valuation for Distribution. For the purposes of paying the amounts to
be distributed to a Participant or his beneficiaries under the provisions of
this Article, the value of the Fund and the amount of the Participant's
nonforfeitable interest shall be determined in accordance with the provisions of
Article IV as of the Valuation Date coincident with or immediately preceding the
date of any payment under this Article. Such amount shall be adjusted to take
into account any additional contributions which have been or are to be allocated
to the Participant's Account since that Valuation Date, and any distributions or
withdrawals made since that date. Notwithstanding the above, the Participant's
Account shall be reduced by the amount necessary to repay any outstanding loan
from the Plan and interest thereon to the date the Committee
48
declares such loan satisfied, unless such loan is repaid as provided in Section
9.4.5.
5.6 Timing of Distribution. Any Participant who has a Separation from
Service for any reason other than death shall be entitled to receive his
nonforfeitable interest in his Account, pursuant to the following rules:
5.6.1 Except as provided in Section 5.6.2, if the Participant's
nonforfeitable interest in his Account is $3,500 or less, or the Participant has
reached Normal Retirement Age, the Participant's Benefit Commencement Date shall
be the earliest practicable date following the Valuation Date coincident with or
next following his Separation from Service.
5.6.2 If the participant has not reached Normal Retirement Age and his
nonforfeitable interest exceeds, or has ever exceeded at the time of any prior
distribution, $3,500, his Benefit Commencement Date shall be the earliest
practicable date following the Valuation Date coincident with or next following
his Separation from Service, except that, if the Participant does not consent to
such distribution, distribution of his benefits shall commence on any later date
elected by the Participant, that is not later than his Normal Retirement Date,
at which time his nonforfeitable interest shall be automatically paid to him. A
Participant's election to receive payment prior to his Normal Retirement Date
may be made no earlier than 90 days prior to the Benefit Commencement Date
elected by the Participant. The Committee shall supply to each Participant who
49
is subject to this Section 5.6.2, written information relating to (1) his right
to defer distribution; (2) the material features of the modes of payment
available to him; and (3) the relative values of such modes of payment. Such
notice shall be furnished not less than 30 days nor more than 90 days prior to
the date of any distribution that occurs prior to the earlier of his death or
his Normal Retirement Date.
5.6.3 Notwithstanding the foregoing, the Participant's Benefit
Commencement Date shall be no later than the 60th day following the close of the
Plan Year in which the Participant reaches his Normal Retirement Age or has a
Separation from Service, whichever occurs last. In no event, however, shall a
Participant's Benefit Commencement Date be later than his Required Beginning
Date. In the event the Participant defaults on an outstanding loan such that the
unpaid balance becomes due and payable pursuant to Article IX and the
Participant fails to repay the loan in accordance with Section 9.4.5, that
portion of the Participant's Account pledged as security for the loan shall be
applied to repay the loan and shall be deemed distributed to the Participant
within 60 days of the default; in which case, the Participant may defer
commencement of the balance of his Account as described above.
5.6.4 This Section shall apply to all Participants, including
Participants who had a Separation from Service or ceased to be Covered Employees
prior to January 1, 1989.
50
5.7 Mode of Distribution of Retirement or Disability Benefits.
5.7.1 Except as provided to the contrary in this Article, a
Participant may elect in writing to have his nonforfeitable interest in his
Account paid to him or applied for his benefit in accordance with any of the
following modes of payment:
(a) in the case of a Participant whose nonforfeitable interest in
his Account exceeds $3,500, approximately equal annual installments over a
period not to exceed the lesser of:
(1) the life expectancy of the Participant or the joint and
survivor life expectancy of the Participant and his beneficiary (with such life
expectancy to be determined in accordance with applicable regulations under the
Code); or
(2) unless the sole beneficiary is the Participant's spouse,
the maximum number of years determined under Schedule A;
(b) a single sum payment;
(c) in the case of a Participant whose nonforfeitable interest in
his Account exceeds $3,500, a single life annuity with equal monthly
installments payable to the retired Participant for his lifetime, which annuity
shall be the Actuarial Equivalent of the Participant's Account; or
51
(d) in the case of a Participant whose nonforfeitable interest in
his Account exceeds $3,500, a joint and survivor annuity with the Participant's
spouse, payable in monthly installments to the Participant for his lifetime and
with fifty percent (50%) of the amount of such monthly installment payable after
the death of the Participant to the surviving spouse of such Participant, if
then living, for the life of such surviving spouse, which annuity shall be the
Actuarial Equivalent of the Participant's Account.
5.7.2 If a Participant fails to make a valid election under this
Section in accordance with the rules described in Section 5.8, the value of his
Account shall be distributed to him as a single sum payment.
5.7.3 Modes of payment in the form of a life annuity shall be provided
through the purchase of annuity contracts from an insurance company.
5.8 Rules for Election of Optional Mode of Retirement or Disability
Benefit. A Participant may elect an optional mode of payment under Section 5.7
by filing a written notice with the Committee in the form and manner prescribed
by the Committee and in no other. The following rules shall be applied in a
uniform and non-discriminatory manner with respect to the election of optional
modes of payments.
5.8.1 A Participant may elect an optional mode of payment at any time
during the period that begins 90 days prior to his Benefit Commencement Date and
ends on his Benefit
52
Commencement Date. If a Participant elects a life annuity form of benefit under
Section 5.7.1(c) or (d), and if the Participant's Benefit Commencement Date is
less than 90 days after the date on which the Participant notifies the Committee
of his intent to begin receiving benefits, the election period shall end 90 days
after the date such notice is given, and benefit payments shall begin on the
first day of the month coincident with or next following the end of such
election period, with benefit payments made retroactively to the Participant's
Benefit Commencement Date.
5.8.2 A Participant who does not establish to the satisfaction of the
Committee that he has no spouse on his Benefit Commencement Date may elect to
receive the optional mode described in Section 5.7.1(c) only if:
(a) (1) his spouse (or the spouse's legal guardian if the spouse
is legally incompetent) executes a written instrument whereby such spouse:
(i) consents not to receive the joint and survivor
annuity described in Section 5.7.1(d);
(ii) consents to the specific optional mode elected by
the Participant or to the Participant's right to choose any optional mode
without any further consent by the spouse; and
(iii) if applicable, consents either (a) to the
specific beneficiary or beneficiaries designated by the Participant pursuant to
his election of an
53
optional mode or (b) to the Participant's right to designate any beneficiary or
beneficiaries without further consent by the spouse; and
(2) such instrument acknowledges the effect of the election
to which the spouse's consent is being given and is witnessed by a Plan
representative or a notary public; or
(b) the Participant:
(1) establishes to the satisfaction of the Committee that
his spouse cannot be located; or
(2) furnishes a court order to the Committee establishing
that the Participant is legally separated or has been abandoned (within the
meaning of local law), unless a qualified domestic relations order pertaining to
such Participant provides that the spouse's consent must be obtained; or
(c) the spouse has previously given consent in accordance with
this Section and consented to the Participant's right to choose any optional
mode and to designate any beneficiary without further consent by the spouse. The
consent of a spouse in accordance with this Section 5.8.2 shall not be effective
with respect to other spouses of the Participant prior to the Participant's
Benefit Commencement Date, and an election to which Section 5.8.2(b) applies
shall become void if the circumstances causing the consent of the spouse not to
be required no longer exist prior to the Participant's Benefit
54
Commencement Date. A Participant who has made an election in accordance with
this Section 5.8.2 shall not be eligible to receive a loan under Article IX or
make a withdrawal under Article VIII.
5.8.3 A Participant may revoke an election under Section 5.8.2 . Such
revocation may be made at any time during the election period in which such
election can be made. Such revocation shall not void any prospectively effective
consent given by his spouse in connection with the revoked election.
5.8.4 If a Participant's spouse dies before the Participant's Benefit
Commencement Date, but after an election of a joint and survivor annuity has
been made hereunder, the election shall be automatically revoked. Any annuity
contracts purchased by the Committee to provide a joint and survivor annuity
shall so provide.
5.9 Death Benefits.
5.9.1 (a) A beneficiary entitled to benefits under Section 5.3 upon
the death of a Participant prior to his Benefit Commencement Date shall receive
a single sum payment equal to the Participant's nonforfeitable interest in his
Account.
(b) If a Participant dies after his Benefit Commencement Date
while in receipt of installment payments described in Section 5.7.1(a), and
before his entire nonforfeitable interest in his Account has been paid to him,
his
55
beneficiary may elect in writing to have the remaining nonforfeitable interest
in the Participant's Account paid in accordance with either of the following
modes of payment:
(1) a single sum payment; or
(2) approximately equal annual installments over the
remainder of the period over which the Participant had elected to receive
installment payments (with such remainder to be determined in accordance with
applicable regulations under the Code); provided, however, that this form of
payment shall not be available to a beneficiary that is not an individual. A
beneficiary may elect the mode of payment under this Section at any time prior
to his Benefit Commencement Date. Such election shall be on a form prescribed by
the Committee. In the event that a beneficiary fails to make a valid election
under this Section, the value of the Participant's Account will be distributed
as a single sum payment.
5.9.2 Payment of death benefits payable under Section 5.3 shall
commence as soon as practicable following the death of the Participant.
5.9.3 Notwithstanding the foregoing, in the event that the
Participant's death constitutes a default on an outstanding loan such that the
unpaid balance becomes due and payable pursuant to Article IX and the
beneficiary fails to repay the loan in accordance with Section 9.4.5, that
portion of the Participant's Account pledged as security for the loan shall be
applied to repay the loan and shall be deemed distributed to the
56
beneficiary within 60 days of the default; in which case, the beneficiary may
elect to receive the balance of the Participant's Account in accordance with
this Section.
5.10 Explanations to Participants.
5.10.1 The Committee shall provide to each Participant no less than 30
days and no more than 90 days before his Benefit Commencement Date a written
explanation of:
(a) the terms and conditions of each optional mode of payment,
including information explaining the relative values of each mode of benefit, in
accordance with applicable governmental regulations under section 401(a)(11) of
the Code;
(b) the Participant's right to elect an optional mode of payment
and the effect of such an election;
(c) the rights of the Participant's spouse with respect to the
Participant's election of certain optional modes of payment; and
(d) the Participant's right to revoke an election to receive an
optional mode of payment and the effect of such revocation.
5.10.2 The Committee shall also provide to each Participant who elects
an optional life annuity form described in Section 5.7.1(c) or (d) at the time
he makes such election, a written explanation of:
57
(a) the terms and conditions of the qualified preretirement
survivor annuity described in Section 5.8.3;
(b) the Participant's and the spouse's rights to waive such
annuity and the effect of such waiver; and
(c) the rights of the Participant's spouse with respect to the
Participant's waiver of such annuity; and
(d) the Participant's right to revoke a waiver of such annuity
and the effect of such revocation. 5.11 Beneficiary Designation.
5.11.1 Except as provided in Section 5.11.1 and Section 5.8, a
Participant may designate the beneficiary or beneficiaries who shall receive, on
or after his death, his interest in the Fund, provided that the designation of a
beneficiary under a joint and survivor annuity shall be fixed and may not be
changed on or after the date on which benefit payments commence. Such
designation shall be made by executing and filing with the Committee a written
instrument in such form as may be prescribed by the Committee for that purpose.
Except as provided in Section 5.11.1 and Section 5.8, the Participant may also
revoke or change, at any time and from time to time, any beneficiary
designations previously made. Such revocations and/or changes shall be made by
executing and filing with the Committee a written instrument in such form as may
be prescribed by the Committee for that purpose. If a Participant names a
58
trust as beneficiary, a change in the identity of the trustees or in the
instrument governing such trust shall not be deemed a change in beneficiary.
5.11.2 No designation, revocation, or change of beneficiaries shall be
valid and effective unless and until filed with the Committee.
5.11.3 A Participant who does not establish to the satisfaction of the
Committee that he has no spouse may not designate someone other than his spouse
to be his beneficiary under Section 5.3 unless:
(a) (1) such spouse (or the spouse's legal guardian if the spouse
is legally incompetent) executes a written instrument whereby such spouse
consents not to receive such benefit and consents either:
(i) to the specific beneficiary or beneficiaries
designated by the Participant; or
(ii) to the Participant's right to designate any
beneficiary without further consent by the spouse;
(2) such instrument acknowledges the effect of the election
to which the Spouse's consent is being given; and
(3) such instrument is witnessed by a Plan representative or
notary public;
(b) the Participant:
59
(1) establishes to the satisfaction of the Committee that
his spouse cannot be located; or
(2) furnishes a court order to the Committee establishing
that the Participant is legally separated or has been abandoned (within the
meaning of local law), unless a qualified domestic relations order pertaining to
such Participant provides that the spouse's consent must be obtained; or
(c) the spouse has previously given consent in accordance with
this Section and consented to the Participant's right to designate any
beneficiary without further consent by the spouse. The consent of a spouse in
accordance with this Section 5.11.3 shall not be effective with respect to other
spouses of the Participant prior to the Participant's Benefit Commencement Date,
and an election to which Section 5.11.3(b) applies shall become void if the
circumstances causing the consent of the spouse not to be required no longer
exist prior to the Participant's Benefit Commencement Date.
5.11.4 If a Participant has no beneficiary under Section 5.11.1 or
Section 5.11.2, if the Participant's beneficiary(ies) predecease the
Participant, or if the beneficiary(ies) cannot be located by the Committee, the
interest of the deceased Participant shall be paid to the Participant's estate.
60
5.12 Recalculation of Life Expectancy. If a Participant's Account is
payable over the life expectancy of the Participant and/or his spouse and/or
another beneficiary, the determination of whether such life expectancy shall be
recalculated, in accordance with regulations issued under section 401(a)(9) of
the Code, shall be made as follows:
5.12.1 If the Account is payable over the life expectancy of the
Participant or the joint and survivor life expectancy of the Participant and his
spouse, the Participant shall elect, on a form supplied by the Committee,
whether or not such life expectancy shall be recalculated.
5.12.2 If the Account is payable over the life expectancy of the
Participant's spouse, such spouse shall elect, on a form supplied by the
Committee, whether or not such life expectancy will be recalculated.
5.12.3 If the Account is payable over the joint and survivor life
expectancy of the Participant and a beneficiary other than the Participant's
spouse, the Participant shall elect, on a form supplied by the Committee,
whether or not the Participant's own life expectancy shall be recalculated. The
life expectancy of the beneficiary shall not be recalculated after the Benefit
Commencement Date.
5.12.4 If the Account is payable over the life expectancy of a
beneficiary other than the Participant's spouse, such life expectancy shall not
be recalculated after the Benefit Commencement Date.
61
5.12.5 If a Participant or a Participant's spouse fails to make an
election under this Section, his life expectancy shall not be recalculated after
his Benefit Commencement Date.
5.13 Transfer of Account to Other Plan.
5.13.1 Effective January 1, 1993, except to the extent otherwise
provided by section 401(a)(31) of the Code and regulations thereunder, a
Participant or beneficiary entitled to receive a distribution from the Plan,
either pursuant to this Article or pursuant to Article VIII, may direct the
Committee to have the Trustee or Insurance Company transfer the amount to be
distributed directly to:
(a) an individual retirement account described in section 408(a)
of the Code,
(b) an individual retirement annuity described in section 408(b)
of the Code (other than an endowment contract),
(c) a qualified retirement plan described in section 401(a) of
the Code, the terms of which permit the acceptance of rollover contributions, or
(d) an annuity plan described in section 403(a) of the Code.
5.13.2 The Participant must specify the name of the plan to which the
Participant wishes to have the amount transferred, on a form and in a manner
prescribed by the committee.
62
5.13.3 Section 5.13.1 shall not apply to the following distributions:
(a) any distribution of Prior Plan Contributions,
(b) any distribution which is made pursuant to the Participant's
election of installments over either (1) a period of 10 years or more, or (2) a
period equal to the life or life expectancy of the Participant or the joint
lives or life expectancy of the Participant and his beneficiary,
(c) that portion of any distribution after the Participant's
Required Beginning Date that is required to be distributed to the Participant by
the minimum distribution rules of section 401(a)(9) of the Code, or
(d) such other distributions as may be exempted by applicable
statute or regulation from the requirements of section 401(a)(31) of the Code.
63
ARTICLE VI
VESTING
6.1 Nonforfeitable Amounts.
6.1.1 A Participant shall have a 100% nonforfeitable interest at all
times in his Pension, Salary Reduction and Rollover Accounts.
6.1.2 (a) A Participant shall have a nonforfeitable interest in his
Matching Contribution and Vision Accounts determined in accordance with the
following schedule:
Years of Service Nonforfeitable Interest
less than 1 year 0 percent
1 year 20 percent
2 years 40 percent
3 years 60 percent
4 years 80 percent
5 years or more 100 percent
(b) Notwithstanding the foregoing, a Participant shall have a
100% nonforfeitable interest in his Matching Contribution and Vision Accounts
upon his attainment of his Normal Retirement Date, his death, or his suffering a
Total Disability while an Employee.
64
6.2 Years of Service for Vesting.
6.2.1 For the purposes of this Article, an Employee shall be credited
with Years of Service equal to the number of whole years in all of the
Employee's Periods of Service. To determine the number of whole years in all of
an Employee's Periods of Service, non-contiguous periods shall be aggregated.
6.2.2 Years of Service shall be calculated on the basis that 30 days
equals a completed month or one-twelfth (1/12) of a year and twelve completed
months equal one year.
6.2.3 If a former Employee is reemployed by a Participating Company or
an Affiliated Company before he incurs a One-Year Period of Severance and if
such Employee's Period of Severance commenced with a quit, discharge or
retirement, the Employee shall be credited with Years of Service for the Period
of Severance.
6.2.4 If an Employee severs from service by reason of a quit,
discharge, or retirement during an absence from service for 12 months or less
for any reason other than a quit, discharge or retirement, and if he then
performs an Hour of Service within 12 months of the date on which he was first
absent from service, he shall be credited with Years of Service for his Period
of Severance.
6.2.5 Notwithstanding any provision of the Plan to the contrary, an
Employee shall not be credited with Years of Service for the same period twice.
65
6.3 Breaks in Service and Loss of Service. An Employee's Years of Service
shall be cancelled if he incurs a One-Year Period of Severance before his Normal
Retirement Date and at a time when he has no Accounts under the Plan.
6.4 Restoration of Service. The Years of Service of an Employee whose Years
of Service have been cancelled pursuant to Section 6.3 shall be restored to his
credit if he thereafter completes an Hour of Service at a time when the number
of his consecutive One-Year Periods of Severance is less than the greater of (a)
the number of Years of Service to his credit when the first such One-Year Period
of Severance occurred, or (b) five.
6.5 Forfeitures and Restoration of Forfeited Amounts upon Reemployment.
6.5.1 If a Participant who has had a Separation from Service does not
thereafter complete an Hour of Service before the end of the Plan Year in which
occurs the earlier of:
(a) the date on which he receives or is deemed to receive a
distribution of his entire nonforfeitable interest in his Account, which is less
than 100%; or
(b) the date on which he incurs his fifth consecutive One-Year
Period of Severance, his Vision Account and Matching Contribution Account shall
be closed, and the forfeitable amount held therein shall be forfeited. For
purposes 6.5.1, a Participant who has a Separation from Service
66
at a time when his nonforfeitable interest in the Plan is zero shall be deemed
to have received a distribution described in Section 6.5.1(a) on the date of
such Separation from Service.
6.5.2 Amounts forfeited from a Participant's Matching Contribution
Account and Vision Account under Section 6.5.1 shall be used to reduce future
Matching Contributions.
6.5.3 If a Participant who has received (or is deemed to have
received) a distribution described in Section 6.5.1(a), whereby any part of his
Account has been forfeited, again becomes a Covered Employee prior to incurring
five consecutive One-Year Periods of Severance, the amount so forfeited shall be
restored to his new Vision Account and Matching Contribution Account, if, and
only if, he repays the full amount of such distribution (if any) prior to the
earlier of (1) the fifth anniversary of the date on which he subsequently
becomes a Covered Employee or (2) the first date the Participant incurs five
consecutive One-Year Periods of Severance following the date of the
distribution; provided, however, that a Participant described in the preceding
sentence who is deemed to receive a distribution of his entire nonforfeitable
interest shall be deemed to repay such distribution on the date he again becomes
a Covered Employee. Amounts restored under this Section shall be charged against
the following amounts in the following order of priority: (A) forfeitures for
the Plan Year, (B) income or gains to the Plan, and (C) Company contributions
for the Plan
67
Year. If the foregoing amounts are insufficient, the Participating Company by
whom such Participant is reemployed shall make any additional contribution
necessary to accomplish the restoration.
6.5.4 If a Participant has received a distribution under the Plan,
other than a distribution of his entire nonforfeitable interest in his Account
upon his Separation from Service, at a time when he has less than a 100%
nonforfeitable interest in his entire Account and prior to the date on which he
incurs his fifth consecutive One-Year Period of Severance, his nonforfeitable
interest in his Account at all times prior to the date on which he incurs his
fifth consecutive One-Year Period of Severance, shall be the difference between:
(a) the amount his nonforfeitable interest would have been if he
had not received the distribution; and
(b) the amount to which the distribution would have increased or
decreased if it had remained in the Fund. Immediately after the Participant has
five consecutive One-Year Periods of Severance, his nonforfeitable interest
determined under this Section, if in excess of zero, shall be established as a
separate account, and he shall at all times have a nonforfeitable interest
therein. If the Participant is later reemployed as a Covered Employee, any
allocations to him shall be credited to a new account, and his nonforfeitable
interest therein shall be determined under Section 6.1.
68
6.5.5 If a Participant has had five consecutive One-Year Periods of
Severance and again becomes a Covered Employee, the amount forfeited under
Section 6.5.1 shall not be restored to his new Account under any circumstances.
69
ARTICLE VII
ROLLOVER CONTRIBUTIONS
7.1 Rollover Contributions.
7.1.1 Subject to the restrictions set forth in Section 7.1.2, a
Covered Employee may transfer or have transferred directly to the Fund, from any
qualified retirement plan of a former employer, all or a portion of his interest
in the distributing plan. In addition, a Covered Employee who has established an
individual retirement account to hold distributions received from qualified
retirement plans of former employers may transfer all of the assets of such
individual retirement account to the Fund. Such individual retirement account
shall not contain nondeductible contributions made by the Employee while he was
a participant in such plans.
7.1.2 The Trustee or Insurance Company shall not accept a distribution
from any other qualified retirement plan or from an individual retirement
account unless the following conditions are met:
(a) (1) the distribution being transferred must come directly
from the fiduciary of the plan of the former employer, or
(2) it must come from the Employee within 60 days after the
Employee receives a distribution from such other qualified retirement plan or
individual retirement
70
account and must comply with the provisions of section 402(a)(5), 403(a)(4), or
408(d)(3) of the Code, whichever applies;
(b) distributions from a plan for a self-employed person shall
not be transferred to this Plan, unless the transfer is directly to the Fund
from the funding agent of the distributing plan;
(c) the interest being transferred shall not include assets from
any plan to the extent that the Committee determines that the transfer of such
interest (i) would impose upon this Plan requirements as to form of distribution
that would not otherwise apply hereunder, or (ii) would otherwise result in the
elimination of Code section 411(d)(6) protected benefits, or (iii) would cause
the Plan to be a direct or indirect transferee of a plan to which the joint and
survivor annuity requirements of sections 401(a)(11) and 417 of the Code apply;
and
(d) the interest being transferred shall not contain
nondeductible contributions made to the distributing plan by the Employee unless
the transfer to the Fund is directly from the funding agent of the distributing
plan.
7.2 Vesting and Distribution of Rollover Account.
7.2.1 The distributions transferred by or for a Covered Employee from
another qualified retirement plan or from an individual retirement account shall
be credited to the Employee's Rollover Account. An Employee shall be fully
vested at all times in his Rollover Account.
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7.2.2 An Employee's Rollover Account shall be distributed as otherwise
provided under the Plan.
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ARTICLE VIII
WITHDRAWALS
8.1 Withdrawals Not Subject to Section 401(k) Restrictions. A Participant
may withdraw, in accordance with rules prescribed by the Committee and uniformly
applied, up to the total value of the amount in his Prior Plan Account.
8.2 Withdrawals Subject to Section 401(k) Restrictions.
8.2.1 In addition to the withdrawals permitted under Section 8.1, a
Participant who is an active Employee may withdraw, under the rules set forth in
Sections 8.2.2 through 8.2.5 and such other rules as may be prescribed by the
Committee and uniformly applied, the following amounts:
(a) his Salary Reduction Account as of December 31, 1988; plus
(b) the sum of his Salary Reduction Contributions made after
December 31, 1988; plus
(c) the nonforfeitable portion of his Matching Contribution
Account; plus
(d) the nonforfeitable portion of his Vision Account; plus
(e) his Rollover Account.
8.2.2 A withdrawal under Section 8.2.1 shall be permitted only if the
Committee finds that:
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(a) it is made on account of the Participant's immediate and
heavy financial need (as defined in Section 8.2.3); and
(b) it is necessary (as defined in Section 8.2.4) to satisfy such
immediate and heavy financial need.
8.2.3 A withdrawal under Section 8.2.1 will be deemed to be on account
of an immediate and heavy financial need if the Participant requests such
withdrawal on account of:
(a) expenses for medical care described in section 213(d) of the
Code and previously incurred by the Participant, his spouse, or any of the
Participant's dependents (as defined in section 152 of the Code) or necessary
for such individuals to obtain such medical care;
(b) costs directly related to the purchase (excluding mortgage
payments) of a principal residence of the Participant;
(c) the payment of tuition and related educational fees for the
next 12 months of post-secondary education for the Participant, his spouse,
children, or dependents (as defined in section 152 of the Code);
(d) the need to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of his principal residence;
or
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(e) such other circumstances or events as may be prescribed by
the Secretary of the Treasury or his delegate.
8.2.4 A withdrawal under Section 8.2.2(a) shall be deemed to be
necessary if:
(a) the amount of the withdrawal does not exceed the amount of
the Participant's immediate and heavy financial need, including any amounts
necessary to pay any federal, state or local income taxes or penalties
reasonably anticipated to result from the withdrawal;
(b) the Participant has obtained all currently permissible
distributions (other than hardship distributions) and non-taxable loans, if any,
under this and all other plans maintained by the Participating Company and all
Affiliated Companies; and
(c) the Participant agrees in writing to be bound by the rules of
Section 8.2.5.
8.2.5 If a Participant withdraws any amount from his Salary Reduction
Account pursuant to Section 8.2.1, or withdraws any elective deferrals under any
other qualified retirement plan maintained by the Participating Company or any
Affiliated Company, which other plan conditions such withdrawal upon the
Participant's being subject to rules similar to those stated in this Section
8.2.5 and Section 8.2.4, such Participant:
(a) may not make Salary Reduction Contributions under this Plan
or employee contributions (other
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than mandatory contributions under a defined benefit plan) or elective deferrals
under any other qualified or non-qualified plan of deferred compensation (which
does not include any health or welfare plan, including a health or welfare plan
that is part of a cafeteria plan described in section 125 of the Code)
maintained by the Participating Company or an Affiliated Company for a period of
12 months commencing on the date of his receipt of the withdrawal; and
(b) in the calendar year next following the calendar year of such
withdrawal, may not make Salary Reduction Contributions or elective deferrals
under any other qualified retirement plan maintained by the Participating
Company or an Affiliated Company in excess of:
(1) the dollar amount described in Section 3.1.2 for such
year, minus
(2) the total Salary Reduction Contributions under this Plan
and elective deferrals under any other qualified plan made by the Participant
during the calendar year of the withdrawal.
8.2.6 If a Participant withdraws any elective deferrals under any
other qualified retirement plan maintained by the Participating Company or any
Affiliated Company, which other plan conditions such withdrawal upon the
Participant's being subject to rules similar to those stated in this Section
8.2.6, such Participant:
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(a) may not make Salary Reduction Contributions under this Plan
or employee contributions (other than mandatory contributions under a defined
benefit plan) or elective deferrals under any other qualified or non-qualified
plan of deferred compensation (which does not include any health or welfare
plan, including a health or welfare plan that is part of a cafeteria plan
described in section 125 of the Code) maintained by the Participating Company or
an Affiliated Company for a period of 12 months commencing on the date of his
receipt of the withdrawal; and
(b) in the calendar year next following the calendar year of such
withdrawal, may not make Salary Reduction Contributions or elective deferrals
under any other qualified retirement plan (other than a plan described under
section 125 of the Code) maintained by the Participating Company or an
Affiliated Company in excess of:
(1) the dollar amount described in Section 3.1.2 for such
year, minus
(2) the total Salary Reduction Contributions under this Plan
and elective deferrals under any other qualified plan made by the Participant
during the calendar year of the withdrawal.
8.3 Withdrawals On and After Attainment of Age 59-1/2. Upon his attainment
of Age 59-1/2, a Participant may withdraw, in accordance with rules prescribed
by the committee and uniformly applied, up to the vested portion in his Account
(other than his
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Pension Account), less amounts previously withdrawn therefrom, by submitting his
written request to the Committee.
8.4 Amount and Payment of Withdrawals. The amount of any withdrawal will be
determined on the basis of the value of the Participant's Account valued as of
the Valuation Date coincident with or immediately preceding the date of the
withdrawal. Any withdrawal requested under this Section shall be paid as soon as
practicable following the Committee's determination that the requested
withdrawal complies with the terms and conditions set forth in this Section.
8.5 Withdrawals Not Subject to Replacement. A Participant may not replace
any portion of his Accounts withdrawn under this Plan.
8.6 Pledged Amounts. No amount that has been pledged as security for a loan
under Article IX may be withdrawn under this Article.
8.7 Investment Medium to be Charged with Withdrawal. Any withdrawal by a
Participant under this Article shall be charged against the Investment Media in
which such Participant's Accounts are invested in such priority as shall be
established by the Committee.
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ARTICLE IX
LOANS TO PARTICIPANTS
9.1 Loan Application. Each Participant who is an Employee of a
Participating Company and any other Participant or beneficiary who is a party in
interest as defined in ERISA and who has withdrawn all amounts from his Prior
Plan Account may apply for a loan from the Plan. All applications shall be made
to the Committee on forms which it prescribes, and the Committee shall rule upon
such applications in a uniform and nondiscriminatory manner in accordance with
the rules and guidelines established in this Article.
9.2 Loan Approval.
9.2.1 Except with respect to applications submitted after June 30,
1993 and before April 1, 1994, no application for a loan shall be approved for
any Participant unless at least six months have elapsed since the date he has
repaid in full any prior loan from the Plan.
9.2.2 The Committee shall have the right to reject a loan application
if the Participant has the present intention to take a personal leave of absence
during the period of loan repayment or on the basis of a Participant's credit
worthiness or such other factors as would be considered in a normal commercial
setting by an entity in the business of making loans and as the Committee
determines necessary to safeguard the Fund.
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9.3 Amount of Loan.
9.3.1 In no event shall a Participant be permitted to have more than
one loan outstanding at any time from this Plan. The minimum amount of any loan
shall be $500. The amount of any loan must be an even multiple of $100.
9.3.2 The amount of any loan, when added to the amount of a
Participant's outstanding loans under all other plans qualified under section
401(a) of the Code which are sponsored by the Participating Company or any
Affiliated Company shall not exceed the lesser of:
(a) $50,000, reduced by the excess (if any) of:
(1) the Participant's highest outstanding balance of loans
during the one-year period ending on the day before the date on which such loan
is made to the Participant, over
(2) the outstanding balance of loans made to the Participant
on the date such loan is made to the Participant; or
(b) fifty percent (50%) of the value of the Participant's
nonforfeitable Account, determined as of the Valuation Date immediately
preceding the date on which the loan application is received by the Committee.
9.4 Terms of Loan.
9.4.1 The interest rate on loans shall be: (a) determined by the
Committee, (b) at least commensurate with
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rates charged for similar loans by entities in the business of making loans, and
(c) adjusted from time to time as circumstances warrant. Security for each loan
granted pursuant to this Article shall be, to the extent necessary, the
currently unpledged portion of, first, the Participant's Prior Plan Account,
next, the Participant's Rollover Account, next, the vested portion of the
Participant's Matching Contribution Account and Vision Account, and finally the
Participant's Salary Reduction Account. In no event shall more than fifty
percent (50%) of the Participant's vested Account as of the date the loan is
made be used as security for the loan. In its sole discretion, the Committee may
require such additional security as it deems necessary.
9.4.2 Each loan shall be evidenced by the Participant's execution of a
personal demand note on such form as shall be supplied by the Committee. Each
such note shall specify that, to the extent repayment is not demanded sooner,
repayment shall be included in installments over a period of not less than 6 nor
more than 60 months from the date on which the loan is distributed. All loans
from the Plan shall be non-renewable. Each note shall also specify the interest
rate as determined by the Committee at the time the loan is approved.
9.4.3 All loans shall be repaid in approximately equal installments
(not less frequently than quarterly) through payroll deductions or in such other
manner as the Committee may determine. A Participant may repay the
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outstanding balance of any loan in one lump sum at any time by notifying the
Committee of his intent to do so and by forwarding to the Committee payment in
full of the then outstanding balance, plus interest accrued to the date of
payment. The amount of principal and interest repaid by a Participant shall be
credited to a Participant's Account as each repayment is made.
9.4.4 Notwithstanding the above, in the event a Participant who has an
outstanding loan (a) takes a personal leave of absence approved by the Company
(including a leave of absence for military service) for a period of not more
than one year or (b) any periodic loan repayment is not made in full due to a
temporary reduction in the Participant's Compensation that is not expected to
continue for a period of more than one year, the Committee shall waive payment
on the loan during the leave of absence or the period during which the
Participant's Compensation is reduced. In such case, (1) if the loan is for a
period of less than 60 months, the period of repayments shall be extended for
the period necessary to permit repayment, or (2) otherwise, the loan shall be
reamortized over its remaining term; provided, however, that the period of
repayment for any loan shall not exceed a total of 60 months.
9.4.5 If, and only if:
(a) the Participant dies;
(b) except as otherwise provided in Section 9.4.6, the
Participant (other than a Participant who continues to be a party in interest)
has a Separation from Service;
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(c) the Compensation of a Participant who is an Employee is
discontinued or decreased below the amount necessary to amortize the loan and
such status continues for more than one year;
(d) the loan is not repaid by the time the note matures including
any extensions pursuant to Section 9.4.4;
(e) the Participant attempts to revoke any payroll deduction
authorization for repayment of the loan without the consent of the Committee;
(f) the Participant fails to pay any installment of the loan when
due and the Committee elects to treat such failure as default; or
(g) any other event occurs which the Committee, in its sole
discretion, believes may jeopardize the repayment of the loan; before a loan is
repaid in full, the unpaid balance thereof, with interest due thereon, shall
become immediately due and payable. The Participant (or his beneficiary, in the
event of the Participant's death) may satisfy the loan by paying the outstanding
balance of the loan within such time as may be specified in the note. If the
loan and interest are not repaid within the time specified, the Committee shall
satisfy the indebtedness from the amount of the Participant's vested interest in
his Account as provided in Section 9.5 before making any
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payments otherwise due hereunder to the Participant or his beneficiary.
9.4.6 For purposes of Section 9.4.5, if:
(a) a Participant's employment with the Company and all
Participating Companies terminates as a result of the sale of the Sound Division
to Muzak, and such Participant is hired by Muzak immediately following such
sale;
(b) such Participant has an outstanding loan balance due to the
Plan as of such termination of employment; and
(c) such Participant and Muzak mutually agree with each other and
the Plan to have the remaining installments of the loan withheld from such
Participant's paycheck and remit such amounts to the Plan until the loan is
repaid in full; such Participant shall not be treated as having a Separation
from Service upon his termination of employment with the Company and all
Participating Companies. Upon Participant's termination of employment from Muzak
for any reason, or upon the occurrence of any other event described in Section
9.4.5, or upon Muzak's failure to remit the loan repayments as described in
Section 9.4.6(c) for any reason, the unpaid balance thereof, with interest due
thereon, shall become immediately due and payable, and the rules of Section
9.4.5 regarding repayment of such loans shall apply.
9.5 Enforcement. The Committee shall give written notice to the Participant
(or his beneficiary in the event of the
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Participant's death) of an event of default described in Section 9.4(d). If the
loan and interest are not paid within the time period specified in the notice,
the amount of the Participant's vested interest in his Account, to the extent
such Account is security for the loan, shall be reduced by the amount of the
unpaid balance of the loan, with interest due thereon, and the Participant's
indebtedness shall thereupon be discharged to the extent of the reduction. In
addition, if the value of the Participant's total vested interest in his Account
pledged as security for the loan is insufficient to discharge fully the
Participant's indebtedness, the Participant's Salary Reduction Account shall be
used to reduce the Participant's indebtedness at such time as the Participant is
entitled to a distribution under Article V or a withdrawal under Article VIII
from his Salary Reduction Account, and any remaining amounts in his Matching
Contribution Account and/or Vision Account shall be used to reduce the
Participant's indebtedness at such time as the Participant has a Separation from
Service. Such action shall not operate as a waiver of the rights of the Company,
the Committee, the Insurance Company, the Trustee, or the Plan under applicable
law. The Committee also shall be entitled to take any and all other actions
necessary and appropriate to foreclose upon any property other than the
Participant's Account pledged as security for the loan or to otherwise enforce
collection of the outstanding balance of the loan.
9.6 Additional Rules. The Committee may establish additional rules relating
to Participant loans under the Plan, which rules shall be applied on a uniform
and non-discriminatory basis.
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ARTICLE X
ADMINISTRATION
10.1 Committee. If the Company designates one or more individuals as the
Committee, the powers and duties of the Committee under the Plan shall be
exercised by the Committee; otherwise all such powers and duties shall be
exercised by the Company. The Committee shall be the named fiduciary which shall
control and manage the operation of the Plan and shall administer the Plan. The
Committee members may, but need not, be Employees, and they shall serve at the
pleasure of the Company. They shall be entitled to reimbursement of expenses,
but those members of the Committee who are also Employees of a Participating
Company shall receive no compensation for their service on the Committee. Any
reimbursement of expenses of the Committee members shall be paid directly by the
Company. The Committee shall be responsible for the general administration of
the Plan under the policy guidance of the Company.
10.2 Duties and Powers of Committee. In addition to the duties and powers
described elsewhere hereunder, the Committee shall have the following specific
duties and powers:
10.2.1 to retain such consultants, accountants and attorneys as may be
deemed necessary or desirable to render statements, reports, and advice with
respect to the Plan and to assist the Committee in complying with all applicable
rules and
86
regulations affecting the Plan; any consultants, accountants and attorneys may
be the same as those retained by the Company;
10.2.2 to decide appeals under this Article;
10.2.3 to enact uniform and nondiscriminatory rules and regulations to
carry out the provisions of the Plan;
10.2.4 to resolve questions or disputes relating to eligibility for
benefits or the amount of benefits under the Plan;
10.2.5 to construe and interpret and supply omissions with respect to
the provisions of the Plan;
10.2.6 to determine whether any domestic relations order received by
the Plan is a qualified domestic relations order as provided in section 414(p)
of the Code;
10.2.7 to evaluate administrative procedures; and
10.2.8 to delegate such duties and powers as the Committee shall
determine from time to time to any person or persons. To the extent of any such
delegation, the delegate shall have the duties, powers, authority and discretion
of the Committee. Any decisions and determinations made by the Committee
pursuant to its duties and powers described in the Plan shall be conclusive and
binding upon all parties. The Committee shall have sole discretion in carrying
out its responsibilities. The expenses incurred by the Committee in connection
with the operation of the Plan, including, but not limited to, the
87
expenses incurred by reason of the engagement of professional assistants and
consultants, shall be expenses of the Plan and shall be payable from the Fund at
the direction of the Committee. The Participating Companies shall have the
option, but not the obligation, to pay any such expenses, in whole or in part,
and, by so doing, to relieve the Fund from the obligation of bearing such
expenses. Payment of any such expenses by a Participating Company on one
occasion shall not bind that Participating Company to pay any similar expenses
on any subsequent occasion.
10.3 Functioning of Committee. The Committee and those persons or entities
to whom the Committee has delegated responsibilities shall keep accurate records
and minutes of meetings, interpretations, and decisions. The Committee shall act
by majority vote of the members, and such action shall be evidenced by a written
document.
10.4 Disputes.
10.4.1 If the Committee denies, in whole or in part, a claim for
benefits by a Participant or his beneficiary, the Committee shall furnish notice
of the denial to the claimant, setting forth:
(a) the specific reasons for the denial;
(b) specific reference to the pertinent Plan provisions on which
the denial is based;
88
(c) a description of any additional information necessary for the
claimant to perfect the claim and an explanation of why such information is
necessary; and
(d) appropriate information as to the steps to be taken if the
claimant wishes to submit his claim for review. Such notice shall be forwarded
to the claimant within 90 days of the Committee's receipt of the claim;
provided, however, that in special circumstances the Committee may extend the
response period for up to an additional 90 days, in which event it shall notify
the claimant in writing of the extension, and shall specify the reason or
reasons for the extension.
10.4.2 Within 60 days of receipt of a notice of claim denial, a
claimant or his duly authorized representative may petition the Committee in
writing for a full and fair review of the denial. The claimant or his duly
authorized representative shall have the opportunity to review pertinent
documents and to submit issues and comments in writing to the Committee. The
Committee shall review the denial and shall communicate its decision and the
reasons therefor to the claimant in writing within 60 days of receipt of the
petition; provided, however, that in special circumstances the Committee may
extend the response period for up to an additional 60 days, in which event it
shall notify the claimant in writing prior to the commencement of the extension.
The appeals procedure set forth
89
in this Section 10.4.2 shall be the exclusive means for contesting a decision
denying benefits under the Plan.
10.5 Indemnification. Each member of the Committee, and any other person
who is an Employee or director of a Participating Company or an Affiliated
Company shall be indemnified and held harmless by the Company against and with
respect to all damages, losses, obligations, liabilities, liens, deficiencies,
costs and expenses, including without limitation, reasonable attorney's fees and
other costs incident to any suit, action, investigation, claim or proceedings to
which he may be a party by reason of his performance of administrative functions
and duties under the Plan, except in relation to matters as to which he shall be
held liable for an act of gross negligence or willful misconduct in the
performance of his duties. The foregoing right to indemnification shall be in
addition to such other rights as the Committee member or other person may enjoy
as a matter of law or by reason of insurance coverage of any kind. Rights
granted hereunder shall be in addition to and not in lieu of any rights to
indemnification to which the Committee member or other person may be entitled
pursuant to the by-laws of the Participating Company.
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ARTICLE XI
THE FUND
11.1 Designation of Trustee and/or Insurance Company. The Company, by
appropriate resolution of its Board of Directors, if any, shall name and
designate a Trustee and/or an Insurance Company and shall enter into a Trust
Agreement and/or a Contract. The Company shall have the power, by appropriate
resolution of its Board of Directors, to amend the Trust Agreement or Contract,
remove the Trustee or Insurance Company, and designate a successor Trustee or
Insurance Company, as provided in the Trust Agreement or the Contract. All of
the assets of the Plan shall be held by the Trustee and/or the Insurance Company
for use in accordance with the Plan.
11.2 Exclusive Benefit. Prior to the satisfaction of all liabilities under
the Plan in the event of termination of the Plan, no part of the corpus or
income of the Fund shall be used for or diverted to purposes other than for the
exclusive benefit of Participants and their beneficiaries except as expressly
provided in this Plan and in the Trust Agreement.
11.3 No Interest in Fund. No person shall have any interest in or right to
any part of the assets or income of the Fund, except to the extent expressly
provided in this Plan and in the Trust Agreement or the Contract.
11.4 Trustee. The Trustee shall be the named fiduciary with respect to
management and control of Plan assets
91
held by it and shall have exclusive and sole responsibility for the custody and
investment thereof in accordance with the Trust Agreement.
11.5 Investments.
11.5.1 Except as provided in Section 11.5.5, the Trustee or Insurance
Company shall invest Salary Reduction Contributions, Prior Plan Contributions,
Rollover Contributions, Matching Contributions and Vision Contributions paid to
it and income thereon in such Investment Media as each Participant may select in
accordance with this Section, which may include Company Stock. Such investments
acquired in the manner prescribed by the Plan shall be held by or for the
Trustee or Insurance Company.
11.5.2 Except as provided in Sections 11.5.5 and 11.5.6, a Participant
shall select one or more of the Investment Media in which his Accounts shall be
invested, and the percentage thereof that shall be invested in each Investment
Medium selected. In the event a Participant fails to make an election pursuant
to this Section, amounts allocated to his Account shall be invested in the most
conservative of the Investment Media as determined by the Committee.
Notwithstanding the foregoing, in the absence of a Participant's contrary
written election of Investment Medium, amounts allocated to a Participant's
Vision Account shall be held in the Fund in the form of Special Shares. A
Participant may amend such selection by prior notice to the Committee, effective
as of such dates determined by the Committee, by giving prior notice to the
92
Committee. Such amendments will be subject to the other requirements .
11.5.3 A Participant may transfer, effective as of such dates
determined by the Committee, such portion of the value of his interest in any
Investment Medium to another Investment Medium, as may be permitted by the
Committee.
11.5.4 The amounts contributed by all Participants to each Investment
Medium shall be commingled for investment purposes.
11.5.5 The Trustee and the Insurance Company may hold assets of the
Fund and make distributions therefrom in the form of cash without liability for
interest, if for administrative purposes it becomes necessary or practical to do
so.
11.5.6 The Committee may limit the right of a Participant (a) to
increase or decrease his contribution to a particular Investment Medium, (b) to
transfer amounts to or from a particular Investment Medium, or (c) to transfer
amounts between particular Investment Media, if such limitation is required
under the terms establishing an Investment Medium or to facilitate the merger of
any other plan with and into this Plan, or the transfer or rollover of benefits
into this Plan.
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ARTICLE XII
AMENDMENT OR TERMINATION OF THE PLAN
12.1 Power of Amendment and Termination.
12.1.1 It is the intention of each Participating Company that this
Plan will be permanent. However, each Participating Company reserves the right
to terminate its participation in this Plan at any time by action of its board
of directors or other governing body. Furthermore, the Company reserves the
power to amend or terminate the Plan at any time by action of the Board of
Directors.
12.1.2 Each amendment to the Plan shall be binding on each
Participating Company if such Participating Company:
(a) consents to such amendment at any time; or
(b) fails to object thereto within thirty days after receiving
notice thereof.
12.1.3 Any amendment or termination of the Plan shall become effective
as of the date designated by the Board of Directors. Except as expressly
provided elsewhere in the Plan, prior to the satisfaction of all liabilities
with respect to the benefits provided under this Plan, no amendment or
termination shall cause any part of the monies contributed hereunder to revert
to the Participating Companies or to be diverted to any purpose other than for
the exclusive benefit of Participants and
94
their beneficiaries. Upon termination or partial termination of the Plan, or
upon complete discontinuance of contributions, the rights of all affected
persons to benefits accrued to the date of such termination shall be
nonforfeitable. Upon termination of the plan without establishment or
maintenance of another defined contribution plan (other than an employee stock
ownership plan as defined in section 4975(e)(7) of the Code or a simplified
employee pension plan as defined in Section 408(k) of the Code), Accounts shall
be distributed in accordance with applicable law.
12.2 Merger. The Plan shall not be merged with or consolidated with, nor
shall its assets be transferred to, any other qualified retirement plan unless
each Participant would receive a benefit after such merger, consolidation, or
transfer (assuming the Plan then terminated) which is of actuarial value equal
to or greater than the benefit he would have received from his Account if the
Plan had been terminated on the day before such merger, consolidation, or
transfer.
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ARTICLE XIII
TOP-HEAVY PROVISIONS
13.1 General. The following provisions shall apply automatically to the
Plan and shall supersede any contrary provisions for each Plan Year in which the
Plan is a Top-Heavy Plan (as defined below). It is intended that this Article
shall be construed in accordance with the provisions of section 416 of the Code.
13.2 Definitions. The following definitions shall supplement those set
forth in Article I of the Plan:
13.2.1 "Aggregation Group" means this plan and each other qualified
retirement plan (including a frozen plan or a plan which has been terminated
during the 60-month period ending on the Determination Date) of a Participating
Company or an Affiliated Company:
(a) in which a Key Employee is a participant; or
(b) which enables any plan in which a Key Employee participates
to meet the requirements of sections 401(a)(4) or 410 of the Code; or
(c) without the inclusion of which, the plans in the Aggregation
Group would be Top-Heavy Plans, but, with the inclusion of which, the plans in
the Aggregation Group are not Top-Heavy Plans and, taken together, meet the
requirements of sections 401(a)(4) and 410 of the Code.
96
13.2.2 "Determination Date" means, for any Plan Year, the last day of
the preceding Plan Year.
13.2.3 "Key Employee" means, with respect to any Plan Year:
(a) any Employee or former Employee who at any time during the
60-month period ending on the Determination Date was:
(1) an officer of a Participating Company having
Compensation for a Plan Year during such period greater than fifty percent (50%)
of the amount in effect under section 415(b)(1)(A) of the Code for the calendar
year in which such Plan Year ends; provided, that no more than 50 Employees (or,
if less, the greater of three Employees or ten percent (10%) of the greatest
number of Employees employed by all Participating Companies and all Affiliated
Companies during such 60-month period, but excluding employees described in
section 414(q)(8) of the Code) shall be treated as officers; or
(2) one of the 10 Employees having Compensation greater than
the amount described in section 415(c)(1)(A) of the Code and owning (or are
considered as owning, within the meaning of section 318 of the Code) the largest
interests in any Participating Company or Affiliated Company, provided that such
interest exceeds one-half of one percent (0.5%) of the total share ownership of
the Participating Company or Affiliated Company, the total number of individuals
described
97
in this Section 13.3(a)(2) being limited to 10 for the entire 60-month period;
or
(3) a five-percent (5%) owner of a Participating Company; or
(4) a one-percent (1%) owner of a Participating Company
having Compensation in excess of $150,000; or
(b) a beneficiary of an individual described in Section 13.3(a).
For purposes 13.3(4), Compensation shall include elective deferrals under
sections 125, 402(a)(8), 402(h) and 403(b) of the Code. Determinations under
this Section shall be made in accordance with section 416(i) of the Code.
13.2.4 "Key Employee Ratio" means, for any Determination Date, the
ratio of the amount described in Section 13.4(a) to the amount described in
Section 13.4(b), after deducting from each such amount any portion thereof
described in Section 13.4(c), where:
(a) the amount described in this Paragraph is the sum of:
(1) the present value of all accrued benefits of Key
Employees under all qualified defined benefit plans included in the Aggregation
Group;
(2) the balances in all of the accounts of Key Employees
under all qualified defined contribution plans included in the Aggregation
Group; and
98
(3) the amounts distributed from all plans in such
Aggregation Group to or on behalf of any Key Employee during the period of five
Plan Years ending on the Determination Date, except any benefit paid on account
of death to the extent it exceeds the accrued benefits or account balances
immediately prior to death;
(b) the amount described in this Paragraph is the sum of:
(1) the present value of all accrued benefits of all
participants under all qualified defined benefit plans included in the
Aggregation Group;
(2) the balances in all of the accounts of all participants
under all qualified defined contribution plans included in the Aggregation
Group; and
(3) the amounts distributed from all plans in such
Aggregation Group to or on behalf of any participant during the period of five
Plan Years ending on the Determination Date; and
(c) the amount described in this Paragraph is the sum of:
(1) all rollover contributions (or fund to fund transfers)
to the Plan by an Employee after December 31, 1983 from a plan sponsored by an
employer which is not a Participating Company or an Affiliated Company;
(2) any amount that is included in Sections 13.4(a) or
13.4(b) for a person who is a Non-Key
99
Employee as to the Plan Year of reference but who was a Key Employee as to any
earlier Plan Year; and
(3) for Plan Years beginning after December 31, 1984, any
amount that is included in Sections 13.4(a) or 13.4(b) for a person who has not
performed any services for any Participating Company during the five-year period
ending on the Determination Date. The present value of accrued benefits under
any defined benefit plan shall be determined under the method used for accrual
purposes for all plans maintained by all Participating Companies and Affiliated
Companies if a single method is used by all such plans, or, otherwise, the
slowest accrual method permitted under section 411(b)(1)(C) of the Code.
13.2.5 "Non-Key Employee" means, for any Plan Year:
(a) an Employee or former Employee who is not a Key Employee with
respect to such Plan Year; or
(b) a beneficiary of an individual described in Section 13.5(a).
13.2.6 "Super Top-Heavy Plan" means, for any Plan Year, each plan in
the Aggregation Group for such Plan Year if, as of the applicable Determination
Date, the Key Employee Ratio exceeds ninety percent (90%).
13.2.7 "Top-Heavy Compensation" means, for any Participant for any
Plan Year, the average of his annual Compensation over the period of five
consecutive Plan Years (or,
100
if shorter, the longest period of consecutive Plan Years during which the
Participant was in the employ of any Participating Company) yielding the highest
average, disregarding:
(a) Compensation for Plan Years ending prior to January 1, 1984;
and
(b) Compensation for Plan Years after the close of the last Plan
Year in which the Plan was a Top-Heavy Plan.
13.2.8 "Top-Heavy Plan" means, for any Plan Year, each plan in the
Aggregation Group for such Plan Year if, as of the applicable Determination
Date, the Key Employee Ratio exceeds sixty percent (60%).
13.2.9 "Year of Top-Heavy Service" means, for any Participant, a Plan
Year in which he completes 1,000 or more Hours of Service, excluding:
(a) Plan Years commencing prior to January 1, 1984; and
(b) Plan Years in which the Plan is not a Top-Heavy Plan.
13.3 Minimum Contribution for Non-Key Employees.
13.3.1 In each Plan Year in which the Plan is a Top-Heavy Plan, each
Eligible Employee who is a Non-Key Employee (except an Eligible Employee who is
a Non-Key Employee as to the Plan Year of reference but who was a Key Employee
as to any earlier Plan Year) and who is an Employee on the last day of such Plan
Year will receive a total minimum Participating Company or
101
Affiliated Company contribution (including forfeitures) under all plans
described in Sections 13.2.1(a) and (b) of not less than three percent (3%) of
the Eligible Employee's Compensation for the Plan Year. Elective deferrals to
such plans made on behalf of a Participant in plan years beginning after
December 31, 1984 but before January 1, 1989 shall be deemed to be Company
contributions for the purpose . Elective deferrals and employer matching
contributions to such plans in plan years beginning on or after January 1, 1989
shall not be used to meet the minimum contribution requirements .
13.3.2 The percentage set forth in Section 13.3.1 shall be reduced to
the percentage at which contributions, including forfeitures, are made (or are
required to be made) for a Plan Year for the Key Employee for whom such
percentage is the highest for that Plan Year. This percentage shall be
determined for each Key Employee by dividing the contribution for such Key
Employee by his Compensation for the Plan Year. All defined contribution plans
required to be included in an Aggregation Group shall be treated as one plan for
the purpose; however, this Section shall not apply to any plan which is required
to be included in the Aggregation Group if such plan enables a defined benefit
plan in the group to meet the requirements of section 401(a)(4) or section 410
of the Code.
13.3.3 If a Non-Key Employee described in Section 13.3.1 participates
in both a defined benefit plan and a defined contribution plan described in
Sections 13.2.1(a) and
102
(b), the Participating Company is not required to provide such Employee with
both the minimum benefit under the defined benefit plan and the minimum
contribution. In such event, the Non-Key Employee shall not receive the minimum
contribution described in this Section if he has the minimum benefit required by
section 416 of the Code under the defined benefit Top-Heavy Plan.
13.4 Social Security. The Plan, for each Plan Year in which it is a
Top-Heavy Plan, must meet the requirements of this Article without regard to any
Social Security or similar contributions or benefits.
13.5 Adjustment to Maximum Benefit Limitation.
13.5.1 For each Plan Year in which the Plan is (a) a Super Top-Heavy
Plan or (b) a Top-Heavy Plan and the Board of Directors does not make the
election to amend the Plan to provide the minimum contribution described in
section 415(e) of the Code shall be reduced to 1.0. The adjustment described in
this Section shall not apply to a Participant during any period in which the
Participant earns no additional accrued benefit under any defined benefit plan
and has no employer contributions, forfeitures, or voluntary nondeductible
contributions allocated to his accounts under any defined contribution plan.
13.5.2 In the case of any Top-Heavy Plan to which section 415(e)(6) of
the Code applies, "$41,500" shall be substituted for "$51,875" in the
calculation of the numerator of the transition fraction.
103
13.5.3 If, in any Plan Year in which the Plan is a Top-Heavy Plan but
not a Super Top-Heavy Plan, the Aggregation Group also includes a defined
benefit plan, the Board of Directors may elect to use a factor of 1.25 in
computing the denominator of the defined benefit and defined contribution
fractions described in section 415(e)(3) of the Code. In the event of such
election, the minimum contribution described in Section 13.3.1 for each Non-Key
Employee who is not covered under a defined benefit plan shall be increased to
four percent (4%), and the minimum Company contribution described in Section
13.3.3 for each Non-Key Employee who is covered under a defined benefit plan
(but who does not have a minimum benefit under the defined benefit plan equal to
the lesser of (1) three percent (3%) of his Top-Heavy Compensation multiplied by
his Years of Top-Heavy Service or (2) thirty-percent (30%) of his Top-Heavy
Compensation) shall be increased to seven and one-half percent (7-1/2%).
104
ARTICLE XIV
GENERAL PROVISIONS
14.1 No Employment Rights. Neither the action of the Company in
establishing the Plan, nor of any Participating Company in adopting the Plan,
nor any provisions of the Plan, nor any action taken by the Company, any
Participating Company or the Committee shall be construed as giving to any
Employee the right to be retained in the employ of the Company or any
Participating Company, or any right to payment except to the extent of the
benefits provided in the Plan to be paid from the Fund.
14.2 Governing Law. Except to the extent superseded by ERISA, all questions
pertaining to the validity, construction, and operation of the Plan shall be
determined in accordance with the laws of the state in which the principal place
of business of the Company is located.
14.3 Severability of Provisions. If any provision of this Plan is
determined to be void by any court of competent jurisdiction, the Plan shall
continue to operate and, for the purposes of the jurisdiction of that court
only, shall be deemed not to include the provisions determined to be void.
14.4 No Interest in Fund. No person shall have any interest in, or right
to, any part of the principal or income of the Fund, except as and to the extent
expressly provided in this Plan and in the Trust Agreement or the Contract.
105
14.5 Spendthrift Clause. No benefit payable at any time under this Plan and
no interest or expectancy herein shall be anticipated, assigned, or alienated by
any Participant or beneficiary, or subject to attachment, garnishment, levy,
execution, or other legal or equitable process, except for (1) a Federal tax
levy made pursuant to section 6331 of the Code and (2) any benefit payable
pursuant to a qualified domestic relations order. Any attempt to alienate or
assign a benefit hereunder, whether currently or hereafter payable, shall be
void. The Committee shall review any domestic relations order to determine
whether it is qualified within the meaning of section 414(p) of the Code. An
order shall not be qualified unless it complies with all applicable provisions
of the Plan concerning mode of payment and manner of elections. Notwithstanding
the preceding sentence and any restrictions on timing of distributions and
withdrawals under the Plan, an order may provide for distribution at any time
permitted under section 414(p)(10) of the Code.
14.6 Incapacity. If the Committee deems any Participant who is entitled to
receive payments hereunder incapable of receiving or disbursing the same by
reason of Age, illness, infirmity, or incapacity of any kind, the Committee may
direct the Trustee or the Insurance Company to apply such payments directly for
the comfort, support, and maintenance of such Participant, or to pay the same to
any responsible person caring for the Participant who is determined by the
Committee to
106
be qualified to receive and disburse such payments for the Participant's
benefit; and the receipt of such person shall be a complete acquittance for the
payment of the benefit. Payments pursuant to this Section shall be complete
discharge to the extent thereof of any and all liability of the Participating
Companies, the Committee, the Administrator, the Trustee, the Insurance Company,
and the Fund.
14.7 Withholding. The Committee and the Trustee and the Insurance Company
shall have the right to withhold any and all state, local, and Federal taxes
which may be withheld in accordance with applicable law.
14.8 Missing Persons. Neither the Trustee, the Insurance Company nor any
Participating Company shall be obliged to search for or ascertain the
whereabouts of any individual entitled to benefits under the Plan. Any
individual entitled to benefits under the Plan who does not file a timely claim
for his benefits will be allowed to file a claim at any later date, and payment
of his benefits will commence after that later date, except that, in the event
the Participating Company is satisfied that a Participant has no spouse or that
a Participant's spouse cannot be located (as described in Section 5.11), and the
Participant is in fact married or the spouse is later located, whichever is
applicable, such spouse shall not be deemed an individual entitled to benefits
under the Plan.
14.9 Determination of Highly Compensated Employees. For the purpose of
identifying highly compensated employees
107
within the meaning of section 414(q) of the Code, the Participating Companies
and all Affiliated Companies may elect to make the look-back year calculation
for a determination year on the basis of the calendar year ending with or within
the applicable determination year; provided, however, that, if such election is
made with respect to the Plan, such election shall also apply with respect to
all other plans, entities or arrangements of the Participating Companies and
Affiliated Companies.
108
ARTICLE XV
ADDITIONAL SERVICE CREDIT FOR FORMER EMPLOYEES OF
CERTAIN ACQUIRED BUSINESSES
15.1 Additional Service Credit. Notwithstanding any provision of the Plan
to the contrary, each Employee who is described in Section 15.2 shall, for the
purpose of determining his eligibility to participate in the Plan under Article
II, and his vested status under Article VI, receive credit for his period of
employment with a Listed Employer (as designated in Schedule B to the Plan), as
if such Listed Employer had been a Participating Company during such period of
employment.
15.2 Applicability. This Article shall apply to any individual who:
(a) was an Employee of a Participating Company as of June 1, 1992 and
came to employment with such Participating Company directly from
a Listed Employer named in Schedule B to the Plan; or
(b) becomes an employee of a Participating Company after May 31, 1992
directly from a Listed Employer named in Schedule B to the Plan.
15.3 Limitation. Notwithstanding any provision of this Article to the
contrary, the application of this Article shall not cause any Employee to become
a Participant in the Plan
109
prior to the effective date specified in Schedule B to the Plan for the Listed
Employer with which he was employed, unless he would have become a Participant
at an earlier date without regard to this Article.
110
ARTICLE XVI
PARTICIPATION BY EMPLOYEES OF
PHILADELPHIA CABLE ADVERTISING
16.1 General. The partnership known as Philadelphia Cable Advertising (the
Greater Philadelphia Interconnect) (hereinafter, "PCA") which became a
Participating Company effective August 1, 1992, shall continue as a
Participating Company on and after the Effective Date. Notwithstanding any
provisions of the Plan to the contrary, eligible Employees of PCA may
participate in the Plan pursuant to its terms, as expressly modified in
accordance with this Article.
16.2 Eligibility and Vesting Service. For purposes of determining an
employee's eligibility to participate and his vested status under the Plan, an
Employee's period of employment with PCA credited as of the Effective Date shall
be counted as part of his Period of Service.
16.3 Separate Identification of Highly Compensated Employees. The
identification of Highly Compensated Employees shall be determined with respect
to the group consisting of PCA and all entities which are Affiliated Companies
with respect to PCA separately from the identification of Highly Compensated
Employees for other Participating Companies and Affiliated Companies.
16.4 Separate Application of Nondiscrimination Tests. The nondiscrimination
tests of Section 3.8 shall be applied with
111
respect to the group consisting of PCA and all entities which are Affiliated
Companies with respect to PCA, separately from the application of such tests to
other Participating Companies and Affiliated Companies.
16.5 Separate Testing for Top-Heaviness. For purposes of Article XIII, the
rules governing the determination of whether the Plan is a top-heavy plan, and
the application of the rules which apply to a top-heavy plan, shall be applied
with respect to the group consisting of PCA and all entities which are
Affiliated Companies with respect to PCA separately from the application of such
rules to other Participating Companies and Affiliated Companies.
16.6 No Vision Contribution for Employees of Inter- Connect. Participants
who are Employees of PCA shall not be eligible to receive the contributions
described in Section 3.5, and Vision Accounts shall not be established for such
Participants with respect to their periods of service as Employees of PCA.
16.7 No Investment in Company Stock. No Participant who is an Employee of
PCA shall be permitted to direct the investment of any portion of his Account
into an Investment Medium that includes Company Stock for any period of service
during which such Participant is an Employee of PCA.
112
ARTICLE XVII
PARTICIPATION BY EMPLOYEES OF AWACS, INC.
17.1 General. The corporation known as Awacs, Inc. (hereinafter, "AWACS")
shall become a Participating Company effective January 1, 1993. AWACS became an
Affiliated Company on June 24. 1994. Notwithstanding any provision of the Plan
to the contrary, eligible Employees of AWACS may participate in the Plan
pursuant to its terms, as expressly modified in accordance with this Article.
17.2 Eligibility and Vesting Service. For purposes of determining an
employee's eligibility to participate and his vested status under the Plan, an
Employee's period of employment with AWACS before January 1, 1993 shall be
counted as part of his Period of Service. Each employee of AWACS who was
eligible to participate in the AWACS Plan (as hereinafter defined) as of
December 31, 1992 shall be eligible to participate in the Plan as of January 1,
1993. Each other AWACS employee shall be eligible to participate in accordance
with the provision of Article II.
17.3 Merger with AWACS 401(k) Plan. Effective January 1, 1993, the AWACS
401(k) Plan, which is known as Metrophone's 401(k) Plan (the "AWACS Plan"),
shall be merged with and into this Plan. All individual participant accounts
under the AWACS Plan shall be transferred to this Plan. In making such a
transfer, (a) the value of any AWACS Plan participant's sub-
113
account which contained salary reduction contributions and related earnings
shall be credited to a Salary Reduction Account in such individual's name, and
(b) the value of any AWACS Plan participant's sub-account containing employer
matching contributions and related earnings shall be credited to a Matching
Contribution Account in such individual's name.
17.4 Temporary Suspension of Distributions, Withdrawals, and Loans.
Notwithstanding any provision of the Plan to the contrary, in order to
facilitate the merger of the AWACS Plan into this Plan, any Participant for whom
an account is transferred from the AWACS Plan to this Plan shall, prior to March
1, 1993, be prohibited from receiving any distribution, withdrawal, or loan from
the Plan under Article V, VIII, and IX respectively.
17.5 Eligibility to Participate. Notwithstanding any provision of Article
II to the contrary:
17.5.1 Any Employee for whom an account is transferred from the AWACS
Plan to this Plan pursuant to the merger of such plans shall become an Eligible
Employee as of January 1, 1993.
17.5.2 Each Covered Employee who was not eligible to participate in
the AWACS Plan but who, as of January 1, 1993, had completed at least six months
of service as an employee of AWACS, shall become an Eligible Employee as of
January 1, 1993.
114
17.5.3 Each Covered Employee not described in Section 17.5.1 or 17.5.2
above shall become an Eligible Employee in accordance with the provisions of
Article II.
17.6 Normal Retirement Date for Certain Employees. Notwithstanding any
provision of the Plan to the contrary, with respect to any Participant for whom
an account under the AWACS Plan is transferred to this Plan pursuant to the
merger of the plans, the term "Normal Retirement Date" means the date on which
he reaches Age 59 1/2.
17.7 Vision Contribution for Employees of AWACS.
17.7.1 Each person who, as of January 1, 1993, has been credited with
a period of service as an employee of AWACS of at least one year, and who is an
Eligible Employee of AWACS on January 1, 1993, shall receive an immediate
allocation to his Vision Account of 10 Special Shares.
17.7.2 Each Eligible Employee of AWACS who is not described in Section
17.7.1 above shall receive an allocation to his Vision Account of 10 Special
Shares. Such allocation shall be made as of the later of (a) the date on which
he becomes an Eligible Employee, or (b) the Entry Date next following his
completion of one year of Eligibility Service, if he is a Special Employee, or
his completion of a Period of Service of at least one year, if he is other than
a Special Employee.
17.8 Separate Identification of Highly Compensated Employees. For the 1993
Plan Year, the identification of Highly Compensated Employees shall be
determined with respect to the
115
group consisting of AWACS and all entities which are Affiliated Companies with
respect to AWACS separately from the identification of Highly Compensated
Employees for other Participating Companies and Affiliated Companies.
17.9 Separate Application of Nondiscrimination Tests. For the 1993 Plan
Year, the nondiscrimination tests of Section 3.8 shall be applied with respect
to the group consisting of AWACS and all entities which are Affiliated Companies
with respect to AWACS, separately from the application of such tests to other
Participating Companies and Affiliated Companies.
17.10 Separate Testing for Top-Heaviness. For the 1993 Plan Year, for
purposes of Article XIII, the rules governing the determination of whether the
Plan is a top-heavy plan, and the application of the rules which apply to a
top-heavy plan, shall be applied with respect to the group consisting of AWACS
and all entities which are Affiliated Companies with respect to AWACS separately
from the application of such rules to other Participating Companies and
Affiliated Companies.
COMCAST CORPORATION
116
SCHEDULE A
MINIMUM DISTRIBUTION INCIDENTAL BENEFIT TABLE
Age of Participant
in calendar year
preceding Required
Beginning Date Maximum Years Remaining
70...................................26.2
71...................................25.3
72...................................24.4
73...................................23.5
74...................................22.7
75...................................21.8
76...................................20.9
77...................................20.1
78...................................19.2
79...................................18.4
80...................................17.6
81...................................16.8
82...................................16.0
83...................................15.3
84...................................14.5
85...................................13.8
86...................................13.1
87...................................12.4
88...................................11.8
89...................................11.1
90...................................10.5
91................................... 9.9
92................................... 9.4
93................................... 8.8
94................................... 8.3
95................................... 7.8
96................................... 7.3
97................................... 6.9
98................................... 6.5
99................................... 6.1
100.................................. 5.7
101.................................. 5.3
102.................................. 5.0
103.................................. 4.7
104.................................. 4.4
105.................................. 4.1
106.................................. 3.8
107.................................. 3.6
108.................................. 3.4
109.................................. 3.2
110.................................. 2.8
111.................................. 2.6
112.................................. 2.4
113.................................. 2.2
114.................................. 2.0
115 and older........................ 1.8
A-2
SCHEDULE B
The following entities are designated as Listed Employers for purposes of
Article XV of the Plan, as of such date as may be indicated on this Schedule):
As of June 1, 1992:
CAT Partnership
ARP Partnership
Garden State Cable L.P.
SCI Holdings (Storer)
Cable Advert. Prtnrs/Ad Link
Cellular one - Harrisburg
C-SW Partnership
Faroudja Research Enterprises
Heritage Communications, Inc.
PRIMESTAR Partners L.P.
E! Entertainment Television, Inc.
National Cable Advertising, L.P.
QVC Network Inc.
Turner Broadcasting System, Inc.
Pay-Per-View Network, Inc.
Philadelphia Cable Advertising
(The Greater Philadelphia Interconnect)
Grosse Pointe Cable, Inc.
Nucable Resources Corporation
Sunshine Network
Birmingham Cable Corporation Limited
Cable London PLC Limited
Cambridge Cable Limited
Heritage Cablevision of Philadelphia (Area 3)
American Cellular Network Corp.
AWACS, Inc.
Calvert Telecommunications, Inc.
Citizens Cable Communications, Inc.
Miami Data Center
Maclean Hunter
Indianapolis Power & Light (IPALCO)
Mid-America Capital Resources, Inc.
Indianapolis Cablevision, Inc.
Comcast U.K. Consulting, Inc.
B-1
Group W. Cable, Inc.
This includes the following Systems:
Alabama
-------
Dothan
Florence
Gadsden
Huntsville
Mobile
Tuscaloosa
California
-----------
Inland Valley
Lompoc
Orange County
San Bernardino
Santa Maria
Simi Valley
Connecticut
-----------
Danbury
Middletown
Florida
-------
Boca Raton
Marianna
Panama City
Perry
Quincy
Tallahassee
West Palm Beach
Michigan
---------
Grosse Pointe
Western Regional Office
-----------------------
As of January 1, 1993:
American Mobile Systems
Kennedy Cable (Wakulla System only)
B-2