SAVE MART 401(K) PLAN SUMMARY PLAN DESCRIPTION

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1 SAVE MART 401(K) PLAN SUMMARY PLAN DESCRIPTION DATED: April 2013

2 TABLE OF CONTENTS Page INTRODUCTION Who is Eligible? What Affiliated Employers Participate in the Plan? When does Participation Start and How do You enroll? What are Salary Deferrals and How Much may You Contribute? What are Catch-Up Contributions and How Much may You Contribute? How do You Start, Modify or Stop Salary Deferral and/or Catch-Up Contribution Elections? What is Your Eligible Compensation? Can You Make Rollover Contributions to the Plan? Are There any Limitations on Contributions? How are Plan Assets Invested? When are Accounts Valued? What Statements will You Receive on the Status of Your Account? How is the Plan Funded and Administered? What are the Vesting Schedules? How Much of Your Account Balance is Payable and When is it Eligible to be Paid? Can Withdrawals be Made Prior to the End of Employment? Can You Borrow from the Plan? When are Distributions Made? How are Distributions Made? How do You Request a Distribution? What if You Die Before Receiving All of Your Distribution? How do You Designate a Beneficiary? How are Plan Benefits Taxed? Can You Assign Benefits? Who Should You Contact if You Have Questions about the Plan? How Can You Appeal a Decision About Benefits? Can the Plan be Changed or Terminated? What Other Events may Affect Your Plan Participation/Benefits? Does Becoming a Participant in the Plan Convey Employment Rights? What are Your Rights Under ERISA? i

3 31. Additional Plan Information SUPPLEMENT A TO SUMMARY PLAN DESCRIPTION: INVESTMENT FUNDS SUPPLEMENT B TO SUMMARY PLAN DESCRIPTION: LOAN GUIDELINES ii

4 INTRODUCTION On March 31, 1960, Save Mart Supermarkets established the Save Mart Supermarkets 401(k) Plan (the Plan ) to provide eligible employees of Save Mart and its participating affiliated employers with the opportunity to accumulate income for their retirement years. The purpose of this document is to summarize the major features of the Plan. (In this document, references to Save Mart include Save Mart Supermarkets and any affiliated employer whose employees are eligible to participate in the Plan.) You may elect to make salary deferrals (or contributions) to the Plan in a specified percentage of your eligible compensation each pay period. The salary deferrals will be taken directly from your eligible compensation and will not be subject to current income taxation. You may also elect to make catch-up contributions (if eligible) to the Plan. All contributions to the Plan will be held in a special trust fund maintained exclusively for participants. You have a variety of investment choices for contributions, and investment earnings are exempt from current taxes. Currently, up to five separate accounts will be established for you: one for your pre-tax, salary deferrals and catch-up contributions (the salary deferral account); one for matching contributions, if any, made on your behalf by Save Mart (or any participating affiliated employer) (the matching contribution account); one for other employer profit sharing contributions, if any, made at the discretion of the Board of Directors, prior to plan year beginning January 1, 1989 (the profit sharing contribution account); one for voluntary contributions, if any, made prior to June 30, 1990 (the voluntary contribution account); and one for ongoing rollover contributions and prior rollover contributions, if any, (the rollover contribution account). This document, prepared in question and answer form, will explain to you the principal provisions of the Plan and is intended to serve as the summary plan description to which you are entitled by law. To the extent there is any inconsistency between this summary plan description and the Plan document, the terms and conditions of the Plan document will control. You may request a copy of the Plan document by calling Vanguard at The Plan document is also available for your inspection at savemart.achievers.com. 1

5 1. WHO IS ELIGIBLE? SAVE MART SUPERMARKETS 401(k) PLAN You will be eligible to participate in the Plan if once you are age 18, complete six months of service as an employee of Save Mart, and are covered by a collective bargaining agreement. However, you will not be eligible to participate in the Plan if: you made a one-time election to be covered by the Save Mart Supermarkets Retirement Plan; you are covered by a collective bargaining agreement that precludes eligibility for participation in this Plan; no portion of your income is subject to withholding of income tax and/or Save Mart does not make Social Security contributions on your behalf; or you are no longer an employee of Save Mart. 2. WHAT AFFILIATED EMPLOYERS PARTICIPATE IN THE PLAN? As of April 1, 2013, there are no affiliated employers participating in the Plan. 3. WHEN DOES PARTICIPATION START AND HOW DO YOU ENROLL? You are eligible to participate in the Plan on the first day you meet the eligibility requirements summarized in Question 1 (eligibility), above. If you elect not to make salary deferrals when you are first eligible to do so, you may enroll at a later date by calling Vanguard at or going to the Vanguard website ( and registering under Plan , and your salary deferrals will begin as soon as administratively practicable following your enrollment. 4. WHAT ARE SALARY DEFERRALS AND HOW MUCH MAY YOU CONTRIBUTE? Salary deferrals will be deducted directly from your eligible compensation on a pre-tax basis and deposited into your salary deferral account. Your salary deferrals will not be currently taxable to you (other than for purposes of Social Security taxes and State Disability Insurance ( SDI ) taxes) and will only be subject to income taxes when actually distributed from the Plan. You may make salary deferrals to the Plan in amounts equal to any whole percentage from 1% to 50% of your eligible compensation per pay period. For a discussion of what constitutes eligible compensation, see Question 7 (eligible compensation), below. For information on how to make salary deferrals, see Question 6 (deferral elections), below. Example. During plan year 2013, you elect to contribute 10% of your eligible compensation to the Plan as salary deferrals. This means that each pay period you will receive 90% of your eligible compensation in cash (less tax withholdings on this portion), and 10% will be contributed to your salary deferral account. 2

6 Eligible Compensation Salary deferrals Contribution Current Cash Compensation (subject to withholding) Amount Credited to 401(k) Contribution Account $40,000 $4,000 (10% of $40,000) $36,000 (90% of $40,000) $4,000 Neither the $4,000 credited to your salary deferral account, nor any subsequent earnings attributable to the investment of this account, will be subject to federal income taxation until distributed. Social Security taxes and SDI taxes applicable to your salary deferral ($4,000) will have to be collected from your current cash compensation ($36,000) for the year. Under federal law, the maximum amount of salary deferrals that you can make to the Plan is $17,500 for This 2013 amount may be subject to adjustment to reflect cost-of-living increases in subsequent calendar years. For more information on annual limits, see Question 9 (limitations), below. 5. WHAT ARE CATCH-UP CONTRIBUTIONS AND HOW MUCH MAY YOU CONTRIBUTE? Catch-up contributions give older workers who may be behind in their retirement savings the chance to make up for lost time by having the opportunity to contribute additional contributions on a pre-tax basis to the Plan. Any catch-up contributions that you make for a particular plan year will be credited to your salary deferral account. You will be eligible to make catch-up contributions for a particular plan year if you: are age 50 or older, or will be by December 31; and contribute the maximum salary deferral dollar limit ($17,500 for 2013), or are required to have certain contributions (salary deferrals) returned to you in order to satisfy certain nondiscrimination tests (if you are determined to be a highly compensated employee ). If you meet the age requirement and elect to make catch-up contributions, but do not contribute the maximum salary deferral dollar limit or are not required to have contributions, some or all of your catch-up contributions will be re-characterized as salary deferrals. If you are eligible to make catch-up contributions, you may increase the percentage of your salary deferral payroll deduction in amounts equal to any whole percentage from 1% to 50% of your eligible compensation per pay period to make catch-up contributions. Under federal law, the maximum amount of catch-up contributions that you can make to the Plan is $5,500 for Any amounts that you contribute above the maximum salary deferral limit ($17,500 for 2013) up to $5,500 will be treated as catch-up contributions if you are age 50 or older or will be by December 31. These 2013 amounts may be subject to adjustment to reflect cost-of-living increases in subsequent calendar years. For more information on annual limits, see Question 9 (limitations), below. For information on how to make catch-up contributions, see Question 6 (making contribution elections), below. 6. HOW DO YOU START, MODIFY OR STOP SALARY DEFERRAL AND/OR CATCH-UP CONTRIBUTION ELECTIONS? To start salary deferrals (and catch-up contributions, if eligible), please call Vanguard at or go to the Plan s website at savemart.vanguard-education.com and register under Plan to enroll and specify the percentage of your eligible compensation that you wish to defer each pay period. You should also choose the particular investment funds in which you wish to invest your salary deferrals (and catch-up, if eligible) 3

7 account(s). Please see the attached Supplement A for further information regarding the available investment funds under the Plan. Your salary deferral (and catch-up contribution, if eligible) election will generally become effective as soon as administratively possible following your enrollment and will remain in effect until modified or terminated. You may modify your election (increase or decrease your rate of contribution) at any time by calling Vanguard at or going to the Vanguard website ( and registering under Plan The modification will become effective as soon as administratively practicable. You may stop your salary deferrals (and catch-up contributions, if eligible) at any time by calling Vanguard at or going to the Vanguard website ( Your contributions will stop as soon as administratively practicable after you give notice. 7. WHAT IS YOUR ELIGIBLE COMPENSATION? For purposes of determining the compensation eligible for salary deferrals and catch-up contributions under the Plan, your eligible compensation consists of all pay subject to federal income tax withholding that Save Mart pays to you while you are a participant in the Plan. However, eligible compensation cannot exceed the annual limit imposed by federal law. For more information on annual limits, see Question 9 (limitations), below. Eligible compensation includes, but is not limited to, the following amounts: your base salary (prior to deductions for salary deferrals and catch-up contributions under this Plan), bonuses, overtime, commissions and other cash incentives, pay in lieu of notice, pay for military leave, stand-by pay and shift differentials, and vacation, sick or other leave pay. However, your eligible compensation will not include but is not limited to: (1) any remuneration paid to you before you were eligible to participate in the Plan, (2) any discretionary matching or profit sharing contributions that Save Mart may make on your behalf to this Plan, (3) any contributions that Save Mart may make to any other pension, group insurance or other employee welfare plan, (4) any qualified moving expense reimbursements, (5) any income you recognize by reason of group-term life insurance coverage in excess of $50,000, (6) any remuneration paid to you after 2½ months after severance from employment or, if later, by the end of the year during which the severance occurred, and (7) any worker s compensation payments made because of a work-related injury or sickness and made under a worker s compensation law. 8. CAN YOU MAKE ROLLOVER CONTRIBUTIONS TO THE PLAN? You may be able to roll over a distribution from a qualified defined contribution plan, 403(b) plan or defined benefit plan maintained by a prior employer, or an individual retirement account ( IRA ) to this Plan. Rollovers are subject to a number of technical requirements. If you have received or expect to receive a distribution and wish to make a rollover contribution, you should complete the Rollover Contribution Form, which can be obtained from Vanguard Participant Services at or found on the Plan s website at savemart.vanguard-education.com, and mail it to: The Vanguard Group, Plan #091252, PO Box 2900, Valley Forge, PA Any rollover contributions that you make to the Plan will be credited to your rollover contribution account. 9. ARE THERE ANY LIMITATIONS ON CONTRIBUTIONS? Federal tax laws impose certain annual limits to contributions that may change from year to year. In 2013, salary deferrals are limited to $17,500; catch-up contributions are limited to $5,500; and eligible compensation is limited to $255,000. These 2013 amounts may be subject to adjustment to reflect cost-of-living increases in subsequent calendar years. If, in any calendar year, you participate in a Section 401(k) plan of another employer as well as this Plan and your combined salary deferrals or catch-up contributions to the two plans exceed the applicable limit, 4

8 then you will incur a tax penalty unless you request the distribution of the excess amount (plus earnings) from one or both of the plans. If you wish to receive the distribution from this Plan, you must notify the Administrator no later than March 1 of the immediately succeeding calendar year. Federal tax laws also impose a maximum limitation on the total dollar amount (the annual addition ) that can be added to all of your accounts (other than your rollover and catch-up contribution accounts) under this Plan for any one plan year. The maximum annual addition permitted for 2013 is limited to the lesser of (1) $50,000, subject to adjustment to reflect future cost-of-living increases in subsequent calendar years or (2) 100% of your taxable W-2 compensation for the year. You will be notified if the amount added to your accounts for the plan year exceeds this limitation, and the Plan shall take remedial action pursuant to the provisions of the Plan. In addition, federal tax laws impose non-discrimination tests to ensure that the Plan will not discriminate in favor of highly compensated employees. If the Plan would be unable to meet these tests for any given year, then the rate of salary deferrals in effect for highly compensated participants would have to be reduced. Alternatively, the salary deferrals of such highly compensated participants may have to be refunded in whole or in part at year-end. You will receive detailed information concerning any reduction to be made to your salary deferrals should such action become necessary to meet the non-discrimination tests for any given year. 10. HOW ARE PLAN ASSETS INVESTED? You may elect to invest your assets in one or more of the investment funds available under the Plan by calling Vanguard at or going to the Vanguard website ( You may invest in one or any combination of these investment funds. Each of the available funds will have its own particular investment objective and will accordingly vary as to the degree of risk involved and the potential for long-term appreciation. Because you have the right to direct the investment of the assets in your accounts, you assume full responsibility for the outcome of your investment decisions. Your Plan accounts (i.e., salary deferral, profit sharing contribution, voluntary contribution, and rollover contribution) will be invested in Plan assets based upon your investment election. PLEASE NOTE: Assets you roll over into the Plan will be invested according to your current investment elections on file, or you can make a separate election on the rollover contribution form submitted with the rollover check. To change the investment of your accounts as of any business day, access your accounts by calling Vanguard at or going to the Vanguard website ( Your investment change will be processed the same day (Monday through Friday) if you conduct the change before 4:00 p.m. EST. Requests made after 4:00 p.m. EST or non-business days (i.e., Saturday, Sunday and holidays) will be processed as of the next available business day s closing price. You may separately direct the investment of your existing account balances and your future contributions. The investment funds available are set forth in Supplement A to this summary plan description. The supplement will be updated as necessary to reflect changes to the available investment funds. You may call Vanguard at or go to the Vanguard website ( to obtain the official prospectus, if applicable, or investment fund fact sheets for each of the investment funds, if applicable. The Plan is intended to constitute a plan that is described in Section 404(c) of the Employee Retirement Income Security Act of 1974, as amended ( ERISA ). Save Mart and Vanguard are relieved of any liability for any losses that are the direct and necessary result of investment instructions given by you or your beneficiary. In other words, you are responsible for your investment choices. 11. WHEN ARE ACCOUNTS VALUED? If administratively feasible, all investment funds are valued on a daily basis meaning any business day the New York Stock Exchange is open for trading. Account balances reflect increases and decreases in the value of your investment funds as of the close of the previous, applicable business day. 5

9 How much money accumulates in your accounts depends on how much you contribute, what Save Mart contributes, administrative expenses that are paid out of Plan assets, and the investment performance of the investment funds. It is expected that the investment of Plan funds will result in an increase in value over the years. However, there is no guarantee of this, and investment losses may reduce the value of your accounts. 12. WHAT STATEMENTS WILL YOU RECEIVE ON THE STATUS OF YOUR ACCOUNT? Shortly after the end of each quarter, you will receive a statement showing the balance in your accounts. The statement will show your contributions and the results of your investments for the quarter. You may also access an online statement at any time via the Vanguard website ( or call Vanguard at to access your account balance information. As an alternative to quarterly paper statements, you can request online statements through the Vanguard website ( 13. HOW IS THE PLAN FUNDED AND ADMINISTERED? Your salary deferrals and catch-up and rollover contributions made on your behalf by Save Mart, will be deposited into a single trust fund under the control and management of the Plan Trustee. All benefits provided by the Plan will be paid directly from the trust fund. Save Mart Supermarkets is the Administrator of the Plan. Save Mart Supermarkets, in its capacity as Administrator, has full discretionary authority and responsibility to administer and interpret the Plan, and full authority and responsibility for most matters relating to the operation of the Plan, including (without limitation): determining eligibility for participation and benefits under the terms of the Plan, interpreting ambiguous Plan terms, maintaining records of all Plan transactions and providing each participant with a statement of his or her account balance at least once each plan year. The Administrator may from time to time delegate the operation and administration of the Plan, as it deems appropriate, to one or more committees, individuals or other entities, including (without limitation) the administrative committee. Unless expressly provided otherwise, such delegation will carry with it the Administrator s full discretionary authority to accomplish the delegation. Any determination by the Administrator or its delegate will be final and conclusive on all persons. Only the Administrator is authorized to make administrative interpretations of the provisions of the Plan and will do so only in writing. You should not rely on any representations, whether oral or in writing, which any other person may make concerning plan provisions and your entitlement to benefits. Reasonable Plan expenses may be paid by Save Mart or from Plan assets. 14. WHAT ARE THE VESTING SCHEDULES? Vesting refers to the portion of your Plan accounts that you own. You cannot lose or forfeit your vested portion. You are always 100% vested in your salary deferrals, catch-up contributions, voluntary contributions, and rollover contributions. If Save Mart determines to make a profit sharing contribution in the future, such contribution may be subject to a vesting schedule. 15. HOW MUCH OF YOUR ACCOUNT BALANCE IS PAYABLE AND WHEN IS IT ELIGIBLE TO BE PAID? The balance in your accounts that you own (or is vested) under the Plan is eligible to be paid to you upon your termination of employment. For more information on vesting, see Question 14 (vesting), above. If you retire on or after reaching age 65 (the normal retirement date) or if you incur a disability while an employee of Save Mart (or a participating affiliated employer), you will have a 100% nonforfeitable interest in all of your accounts under the Plan. In the event of your death, your beneficiary will have a 100% nonforfeitable interest in all of your accounts under the Plan. 6

10 16. CAN WITHDRAWALS BE MADE PRIOR TO THE END OF EMPLOYMENT? Elective Withdrawals While an employee of Save Mart (or any participating affiliated employer), you may, at any time, withdraw all or any portion of your: Voluntary contribution account attributable to voluntary contributions made prior to January 1, You may not withdraw any earnings on these voluntary contributions. To request an elective withdrawal, call Vanguard at or go to the Vanguard website ( For information on the tax consequences of a withdrawal, please see Question 23 (taxation of benefits), below. Hardship Withdrawals While it is normally anticipated that you will not withdraw funds from your accounts prior to termination of employment, should you incur a severe financial hardship, the Administrator, through Vanguard, may, in its sole discretion, permit you to make a withdrawal from the following: your voluntary contribution account in the amount attributable to contributions made on or after January 1, 1987 (including earnings accrued on those contributions), and all or part of the balance in your salary deferral account (excluding (1) qualified non-elective contributions and earnings attributable to such contributions made on or after January 1, 1989, and (2) earnings accrued on salary deferrals on or after January 1, 1989). You will be eligible for a hardship withdrawal only if your financial hardship relates to one or more of the following expenses: purchase of your primary residence (excluding mortgage payments); prevention of eviction from your primary residence or foreclosure on a mortgage secured by your primary residence; college tuition, related educational fees, and room and board expenses for the next 12 months for you, your spouse (as defined under Federal law), child or other dependent; payment of medical expenses for you, your spouse (as defined under Federal law), child or other dependent that are deductible under federal tax laws; payment of burial or funeral expenses for your deceased parents, spouse (as defined under Federal law), children or dependents; payment of expenses for the repair of damage to your principal place of residence that would qualify as deductible casualty expenses (without regard to the 10% floor for deductibility); or expenses for such other events as shall be prescribed by the Commissioner of the Internal Revenue Service. Hardship withdrawals will only be permitted if you (1) have no other financial resources available to cover these expenses, (2) have obtained all withdrawals other than a hardship distribution and all nontaxable loans currently available under all plans maintained by Save Mart or any participating affiliated employer, and (3) your salary deferrals are suspended for six months. You may elect a hardship withdrawal up to the amount necessary to 7

11 satisfy the financial obligations of the hardship plus any federal, state or local income taxes and penalties reasonably anticipated to result from the hardship withdrawal. The maximum amount available for a hardship withdrawal may not exceed the actual amount held in (1) your salary deferral account and (2) your voluntary contribution account, up to the amount attributable to voluntary contributions made on or after January 1, 1987 (including earnings). You must be an employee of Save Mart at the time of your request for a hardship withdrawal. To request a hardship withdrawal, you should call Vanguard at or initiate a hardship withdrawal online via the Vanguard website ( You will be required to furnish Vanguard with a written application supporting the request for a hardship withdrawal. Vanguard will, on the basis of the submitted materials, determine whether or not you qualify for a hardship withdrawal. The funds for the withdrawal will be obtained by a proportionate liquidation of each investment held in your salary deferral and voluntary contribution accounts. In addition, a fee of $125 will be deducted from your account balance for each hardship withdrawal you take. All in-service withdrawals will be paid promptly following approval. 17. CAN YOU BORROW FROM THE PLAN? As a participant in the Plan, you may be permitted to obtain loans from the Plan based on the vested balance credited to your accounts. You must first obtain the maximum plan loan permissible before you will become eligible for a hardship withdrawal. You may commence the loan application process by calling Vanguard at or going to the Vanguard website ( Each approved loan will be subject to the Loan Guidelines attached to this summary plan description as Supplement B. 18. WHEN ARE DISTRIBUTIONS MADE? You are free to choose the time when the distribution of your benefits is made following your termination of employment. You may initiate the process by calling Vanguard at or going to the Vanguard website ( In making this choice, however, you must adhere to the following guidelines: Age 70½. Distribution of your accounts must begin no later than April 1 following the calendar year in which you reach age 70½ or (if later) terminate your employment with Save Mart (or any participating affiliated employer). With limited exceptions, if you are a more than 5% owner, you must receive a distribution of the vested balance of your accounts by April 1 following the calendar year in which you attain age 70½, even if you have not terminated employment with Save Mart. Account is $1,000 or Less. If the vested balance of your accounts under the Plan is $1,000 or less at the time you (1) leave the employment of Save Mart or (2) die, your benefits will automatically be paid to you or your beneficiary in a single lump-sum as soon as administratively practicable after your date of employment termination or death. Neither you nor your beneficiary will be permitted to postpone the distribution to a later date. Account is Greater than $1,000 and Less than $5,000. If the vested balance of your accounts under the Plan is greater than $1,000 and less than $5,000 at the time you (1) leave the employment of Save Mart or (2) die, and you or your beneficiary fails to elect a lump sum payment or a direct rollover in a manner acceptable to the Administrator, your benefits will automatically be distributed into an IRA for your benefit, with the IRA selected by Save Mart Supermarkets. 8

12 19. HOW ARE DISTRIBUTIONS MADE? The vested balance of your accounts in cash or in-kind (provided that in-kind distribution is available from the fund). You may request a direct rollover of your distribution to your own IRA, individual retirement annuity, Roth IRA, 403(a) annuity plan, or to the tax-qualified retirement plan, 403(b) plan or governmental 457 plan of your new employer and thereby defer the taxation of that distribution, including the payment of withholding taxes. For further information concerning such a direct rollover, please see Question 23 (taxation of benefits), below. In the case of a non-spouse designated Beneficiary (which includes a same-sex spouse) making a request for a direct rollover distribution on or after January 1, 2008, the rollover distribution shall be made only to an inherited IRA or an inherited individual retirement annuity established for the purpose of receiving a distribution on behalf of your non-spouse designated Beneficiary. 20. HOW DO YOU REQUEST A DISTRIBUTION? You (or, if applicable, your beneficiary) may request a distribution by calling Vanguard at or going to the Vanguard website ( (For further information concerning when distributions are made, please see Question 18 (distributions), above.) Should you or your beneficiary believe that the payment to which you are entitled differs from the benefit determined by the Administrator, you or your beneficiary may file an official claim for benefits with the Administrator (as explained further in Question 26 (appeals), below). 21. WHAT IF YOU DIE BEFORE RECEIVING ALL OF YOUR DISTRIBUTION? Death Before Benefit Payments Start If you die before receiving any payments of your benefits, then all benefits shall be paid to your beneficiary in a lump sum cash payment as soon as is administratively feasible, but no later than December 31 of the calendar year that contains the fifth anniversary of your death. Death After Benefit Payments Start For all accounts, if you die after benefit payments have begun, then your remaining unpaid vested account balance will be distributed to your beneficiary at least as rapidly as the method of payment in effect prior to your death. Your beneficiary may elect to have the benefits distributed at a faster rate, including distribution in the form of a lump sum cash payment. 22. HOW DO YOU DESIGNATE A BENEFICIARY? At the time you begin participation in the Plan, you will be asked to designate one or more persons as your beneficiary or beneficiaries. You may change this beneficiary designation at any time and as often as you like online via the Vanguard website ( if consent of your spouse (as defined under Federal law) is not required. If consent of your spouse is required (see next paragraph below), you will need to complete the Designation of Beneficiary Form, which can be accessed via the Plan s website at savemart.vanguardeducation.com. If you have a spouse (as defined under Federal law) and you designate a person other than (or in addition to) your spouse as the beneficiary, then such designation will not be effective unless: (1) your spouse consents to the particular designation in writing, and (2) the written consent is witnessed by a Plan representative or notary public. Unless your spouse consents to the beneficiary designation, all benefits payable under the Plan upon your death will be paid to your spouse, and no benefits will be paid to the designated beneficiary. Your beneficiary 9

13 designation will remain effective even if you divorce; however, it will no longer be effective should you re-marry. A new beneficiary designation will accordingly be required. If you die without having effectively designated a beneficiary, then your surviving spouse (if any) will be your beneficiary. If you leave no surviving spouse, then your estate will be treated as your beneficiary. For purposes of the rules described in this paragraph, surviving spouse shall include the person (i) to whom you are legally married under the laws of the state in which you reside; (ii) with whom you have a valid domestic partnership under the laws of the state in which you reside; or (iii) with whom you have entered into a valid civil union with under the laws of the state in which you reside. 23. HOW ARE PLAN BENEFITS TAXED? Because the Plan is considered qualified under Code Section 401(a), you are not taxed on salary deferrals, catch-up contributions, or any employer contributions made to your Plan accounts. Your withdrawals or distributions will generally be subject to federal and applicable state income taxation, and ordinary income tax rates will apply. When the Plan pays you directly, federal taxes will be automatically withheld at a rate of 20% of the taxable portion of your payout. State tax withholding may also apply. In addition, you may be required to pay a federal penalty tax (at the rate of 10%) and a state penalty tax if you receive a distribution before age 59½. No taxes will be withheld from your distribution from the Plan if you elect to have the taxable portion of your distribution paid directly from this Plan to an IRA or to another qualified plan, i.e., a direct rollover. Taxation of Plan distributions and withdrawals is complex. Some, but not all, types of Plan benefits may qualify for favorable tax treatment. You should consult with your own tax advisor to determine the exact tax consequences of any payout to you. You may also want to review IRS Publication 575 (Pension and Annuity Income), IRS Publication 4350 (Designated Roth 401(k) Accounts), and IRS Publication 590 (Individual Retirement Arrangements ). 24. CAN YOU ASSIGN BENEFITS? You may not transfer or assign your right to receive benefits under the Plan. In addition, you may not use your right to benefits as collateral for any loan you obtain, other than a permissible loan from the Plan. Your benefits are not subject to the claims of your creditors or to attachment by legal process (other than federal tax levies and judgments, the enforcement of offset rights or security interests granted in connection with plan loans or offsets against amounts you are required to pay the Plan in accordance with Code Sections 401(a)(13)(C) and (D)). Plan benefits, however, are subject to division in divorce proceedings and may also, under certain circumstances, be applied to the satisfaction of child support and alimony claims pursuant to court order. Should a court order be issued to the Plan directing the payment of part or all of your accounts to a designated person in satisfaction of child support or alimony claims or in settlement of marital property rights, you will be promptly notified and informed of the process for determining whether the order meets the standards of a qualified domestic relations order. During the period the qualified status of the order is being determined, any benefits in dispute between you and such person will be placed in a special account maintained under the Plan. If the Administrator determines that the order is a qualified domestic relations order ( QDRO ), then the special account (together with any investment earnings) will be paid to the person named in the court order in accordance with the terms of that order. However, should the Administrator find that the order does not qualify or that its qualified status cannot be determined, then no benefits will be paid out to that person. Any subsequent determination that the order does qualify will be applied by the Administrator on a prospective basis only. You can obtain, without charge, a copy of the Plan s procedures governing qualified domestic relations order determinations from the Administrator. You may request a QDRO Model Order and QDRO procedures be mailed to you by calling Vanguard at If you or your spouse submits a QDRO to be processed for your account, a QDRO determination fee of $800 will be deducted from your account balance. 10

14 25. WHO SHOULD YOU CONTACT IF YOU HAVE QUESTIONS ABOUT THE PLAN? If you have any questions and/or issues with respect to the Plan, you should call Vanguard at If there is a problem with your contributions, accounts, etc. under the Plan, you should contact Vanguard as soon as is reasonably possible, but no later than one year after the occurrence of the problem. 26. HOW CAN YOU APPEAL A DECISION ABOUT BENEFITS? If you disagree with the Administrator s determination of the amount of your benefits or with any other decision the Administrator may have made regarding your interest in the Plan, you may file an official claim with the Administrator. You should file the claim as soon as possible, but no later than one year after the determination/decision. In the event that your claim for benefits is denied in whole or in part, the Administrator will provide you written or electronic notification of the denial of the claim, and of your right to appeal the denial. The notice of the initial denial will be set forth in a manner designed to be understood by you, and will include (i) the specific reason or reasons for the denial, (ii) reference to the specific Plan provisions upon which the denial is based, (iii) a description of any information or material that the Administrator needs to complete the review and an explanation of why such information or material is necessary, and (iv) an explanation of the Plan s appeal procedures and the time limits applicable to such procedures, including a statement of your right to bring a civil action under Section 502(a) of ERISA following a denial on appeal. This notice will be given to you within 90 calendar days after the Administrator receives the claim, unless special circumstances require an extension of time in which case the Administrator has up to an additional 90 calendar days for processing the claim. If an extension of time for processing is required, notice of the extension will be furnished to you before the end of the initial 90-day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Administrator expects to render its decision on the claim. If your claim for benefits is denied, in whole or in part, you (or your authorized representative) may appeal the denial by submitting a written appeal to the Administrator within 60 calendar days after you receive the denial. If you fail to appeal a denial within the 60-day period, the Administrator s determination will be final and binding. If you appeal, you (or your authorized representative) may submit comments, documents, records and other information relating to your claim for benefits. You may request (free of charge) reasonable access to, and copies of, all documents, records, and other information relevant to (but not legally privileged or otherwise protected) your claim. The Administrator will make a decision on each appeal no later than 60 calendar days following receipt of the appeal. If special circumstances require an extension of time for processing the appeal, the Administrator will provide you with a written notification of the extension prior to the termination of the initial 60- day period. In no event shall the extension exceed a period of 60 days from the end of the initial 60-day period. The extension notice will indicate the special circumstances requiring an extension and the date by which the Administrator expects to render a decision. In the event that the Administrator confirms the denial of the claim for benefits in whole or in part, the manner and content of the final decision notice will include the same approach and information described above for the initial denial notice. No legal action for benefits under the Plan may be brought until you (i) have submitted a written claim for benefits in accordance with the procedures described above, have been notified by the Administrator that the claim is denied, have filed a written appeal in accordance with the appeal procedures described above, and have been notified that the Administrator has denied the appeal, or (ii) the Administrator fails to follow these procedures. No legal action may be commenced or maintained against the Plan, the Administrator more than one year after the Administrator denies your appeal or the Administrator fails to follow these procedures. If you wish to take legal action after exhausting the appeal procedures, you may serve process on the Administrator or the Plan Trustee at the address indicated at the end of this summary (see the final section below entitled Additional Plan Information ). 11

15 27. CAN THE PLAN BE CHANGED OR TERMINATED? Although Save Mart Supermarkets expects to maintain the Plan indefinitely, it has reserved the right to terminate the Plan in whole or in part at any time. If the Plan is terminated, you will immediately become 100% vested in all of your accounts (if you are not already 100% vested), unless you forfeited the nonvested portion prior to the termination date. All accounts will remain part of the Plan until distributed in accordance with the Administrator s directives. The administrative committee may amend the provisions of the Plan at any time, for any reason and may do so from time to time in order to maintain the tax-qualified status of the Plan under the Internal Revenue Code or to facilitate plan administration. However, no amendment may take away the vested balance of your accounts or any rights you may have earned to date under the Plan. 28. WHAT OTHER EVENTS MAY AFFECT YOUR PLAN PARTICIPATION/BENEFITS? Under certain circumstances, you may become ineligible to participate in the Plan or you may lose a portion of your benefits under the Plan: If you make a hardship withdrawal from your salary deferral and/or voluntary contribution account, your salary deferrals will automatically be suspended for 6 months. Your salary deferrals (and catch-up contributions, if eligible) will automatically be suspended for each pay period during which you are on an authorized but unpaid leave of absence, an unpaid maternity or paternity leave, or a layoff. If you become covered by a collective bargaining agreement that does not provide for your participation in the Plan or if you are transferred to the payroll of another employer that does not participate in the Plan, then you will no longer be eligible to make salary deferrals to the Plan or to receive profit sharing (if any) contributions. Both your contributions and Save Mart s contributions on your behalf will automatically cease upon your termination of employment. Should you subsequently be rehired by Save Mart, you will be eligible to begin participation again on the first day of your resumption of eligible employee status. Save Mart is under no obligation to make any profit sharing contributions to the Plan. Currently, Save Mart is not making profit sharing contributions to the Plan. In the event that Save Mart elects to make profit sharing contributions to the Plan for any period, it will be under no obligation to continue to do so in the future. In addition, the amount of any profit sharing contributions that are made to the Plan may vary from time to time. Investment results may vary over time and the value of your Plan accounts may accordingly increase or decrease from time to time. 29. DOES BECOMING A PARTICIPANT IN THE PLAN CONVEY EMPLOYMENT RIGHTS? No. The adoption and maintenance of the Plan by Save Mart is not a contract of employment between you and Save Mart. Nothing contained in the Plan or this summary plan description gives you the right to be retained in the employ of Save Mart or to interfere with the right of Save Mart to discharge you at any time, nor does the Plan give Save Mart the right to require you to remain in the employ of Save Mart or to interfere with your right to terminate your employment with Save Mart. 12

16 30. WHAT ARE YOUR RIGHTS UNDER ERISA? Receive Information About Your Plan and Benefits As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants are entitled to: Examine, without charge, at the Administrator s office and at other specified locations, such as worksites, all documents governing the Plan, including insurance contracts, a copy of the Plan s procedures concerning qualified domestic relations orders, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration (formerly, the Pension and Welfare Benefit Administration). Obtain, upon written request to the Administrator, copies of documents governing the operation of the Plan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Administrator may make a reasonable charge for the copies. You may obtain a copy (without charge) of the Plan s procedures concerning qualified domestic relations orders. Receive a summary of the Plan s annual financial report. The Administrator is required by law to furnish each participant with a copy of this summary annual report. Obtain a statement telling you whether you have a right to receive a pension at normal retirement age (age 65) and if so, what your benefits would be at normal retirement age if you stop working under the Plan now. If you do not have a right to a pension, the statement will tell you how many more years you have to work to get a right to a pension. This statement must be requested in writing and is not required to be given more than once every twelve (12) months. The Plan must provide the statement free of charge. Prudent Actions by Plan Fiduciaries In addition to creating rights for Plan participants ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a retirement benefit or exercising your rights under ERISA. Enforce Your Rights If your claim for a pension benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator. If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree with the Plan s decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in Federal court. If it should happen that Plan fiduciaries misuse the Plan s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to 13

17 pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. Assistance with Your Questions If you have any questions about your Plan, you should contact the Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. 14

18 31. Additional Plan Information Name of Plan Save Mart Supermarkets 401(k) Plan Plan Number 001 Company Sponsoring the Plan Save Mart Supermarkets PO Box 3687 Modesto, CA Employer Identification Number Plan Administrator Save Mart Supermarkets PO Box 3687 Modesto, CA Plan Trustee Vanguard Retirement Services Plan # PO Box 2900 Valley Forge, PA Agent for Service of Legal Process Legal process may be served upon the Administrator or the Plan Trustee. Type of Plan Profit Sharing Plan with a Cash or Deferred Arrangement under Internal Revenue Code Sections 401(a), 401(k) and 401(m). No Insurance The benefits under this type of Plan are not insured by the Pension Benefit Guaranty Corporation ( PBGC ) because the insurance program does not apply to profit sharing/401(k) plans. Plan Year The calendar year: January 1 through December 31 15

19 SAVE MART SUPERMARKETS 401(k) PLAN SUPPLEMENT A TO SUMMARY PLAN DESCRIPTION: INVESTMENT FUNDS APRIL 1, 2013 The purpose of this supplement is to provide you with additional information concerning the investment opportunities available under the Save Mart Supermarkets 401(k) Plan (the Plan ) for the investment of your accounts. follows: Under the Plan, you may elect to invest your accounts in up to 32 different investment funds as Short-Term Reserves Vanguard Prime Money Market Fund Vanguard Retirement Savings Trust Bonds Vanguard GNMA Fund Investor Shares Vanguard Intermediate-Term Treasury Fund Investor Shares Vanguard Long-Term Investment Grade Investor Shares Vanguard Total Bond Market Index Fund Investor Shares Balanced (Stocks & Bonds) Vanguard Balanced Index Fund Investor Shares VanguardTarget Retirement 2010 Fund VanguardTarget Retirement 2015 Fund VanguardTarget Retirement 2020 Fund VanguardTarget Retirement 2025 Fund VanguardTarget Retirement 2030 Fund VanguardTarget Retirement 2035 Fund VanguardTarget Retirement 2040 Fund VanguardTarget Retirement 2045 Fund VanguardTarget Retirement 2050 Fund VanguardTarget Retirement 2055Fund VanguardTarget Retirement 2060 Fund VanguardTarget Retirement Income Fund Vanguard Wellington Fund Investor Shares Domestic Equity Vanguard 500 Index Fund Investor Shares Vanguard Explorer Fund Investor Shares Vanguard Mid-Cap Index Fund Investor Shares Vanguard PRIMECAP Fund Investor Shares Vanguard Small-Cap Index Fund Investor Shares Vanguard Total Stock Market Fund Investor Shares Vanguard U.S. Growth Fund Investor Shares Vanguard Windsor Fund Investor Shares Vanguard Windsor II Fund Investor Shares International Equity Vanguard International Growth Fund Investor Shares Vanguard International Value Fund Vanguard Total International Stock Index Fund Investor Shares 16

20 Each available fund has its own particular investment objective and will accordingly vary as to the degree of risk involved and the potential for long-term appreciation. The various funds are described in the material previously distributed to you by the Administrator. You may invest your accounts in one or more of these funds by calling Vanguard at or going to the Vanguard website ( at the time you first join the Plan. You may change one or more of your investments by filing new investment directives by calling Vanguard at or going to the Vanguard website ( PLEASE NOTE: Before you invest in any of these funds, you should obtain written materials, including the official prospectuses (if applicable), for each of the investment funds currently available under the Plan, which describe these funds in detail and set forth the limitations and restrictions upon your ability to invest and reinvest your accounts among the available funds. You may obtain, upon request, the following information by calling Vanguard at or going to the Plan s website at savemart.vanguard-education.com: A description of the annual operating expenses that reduce investment returns of each designated investment fund and the aggregate amount of these expenses expressed as a percentage of average net assets of the designated investment fund. Copies of prospectuses, financial statements and reports, and other materials relating to investment funds under the Plan, to the extent these materials are provided to the Plan. Information concerning the value of shares or units in designated investment funds available to you under the Plan and/or held in your accounts, as well as the past and current investment performance of those funds determined, net of expenses, on a reasonable and consistent basis. Information concerning the value of shares or units in designated investment funds held in your accounts. You are strongly encouraged to make an election among the investment alternatives available under the Plan to ensure that your funds will be invested in accordance with your particular financial situation. If, however, you do not make an investment election, your accounts will be invested in the appropriate Vanguard Target Retirement Fund. This is the default investment fund under the Plan in which participant accounts are invested in the absence of investment directives from those participants. The administrative committee may in the future add, remove or change the investment alternatives made available under the Plan at any time. Should the Administrator do so, you will be notified of the available funds and the method for investing your accounts in one or more of those funds. 17

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