1 BUSINESS IN THE RIGHT DIRECTION. GO WEST. ESOP Summary Plan Description for participants in the Employee Stock Ownership Plan
2 This Summary Plan Description (SPD) corresponds with the plan document dated January 1, This booklet is a description of how the ESOP works, including the following topics: Introduction West Monroe s ESOP Eligibility and participation Company contributions Vesting Determining the value of your ESOP stock ESOP Trustee and voting of company stock Diversification Distributions receiving your vested account balance when you leave the company Beneficiary designation Additional plan information Contents
3 SUMMARY PLAN DESCRIPTION Introduction Dear ESOP Participant: Through your employment with West Monroe Partners (WMP), you have the opportunity to participate in the West Monroe Partners Employee Stock Ownership Plan (ESOP). This summary plan description provides an overview of our ESOP and answers many commonly asked questions. We hope it also provides you a greater understanding of how the ESOP works, helping you to better understand the importance of your role in our ESOP-owned company. This summary is a simple explanation of the major provisions of the ESOP. Please remember that this does not take the place of the actual plan and trust documents which govern at all times. Copies of the plan will be sent to you upon written request. If you have specific questions that are not covered in this summary, please contact the company s Human Resource department. Sincerely, Dean Fischer Chairman & Chief Executive Officer 1
4 EMPLOYEE STOCK OWNERSHIP PLAN West Monroe s ESOP West Monroe s ESOP is a tax-deferred retirement plan. To establish the ESOP, the company created a trust that holds the assets, including any cash and shares of stock. Individual accounts are maintained in the trust for each ESOP participant. Shares of company stock In a corporation, ownership is shared among various owners through units of stock. These units are called shares of stock or shares. The ESOP trust holds shares of stock in the company and is the legal owner of the shares. ESOP companies may be partially employee owned or 100% employee owned. West Monroe is 100% employee owned through the ESOP. Participants have beneficial ownership interest Through your participation in the ESOP, you have a beneficial ownership in West Monroe because you benefit from the value of the shares in your ESOP account. As you work at West Monroe, shares accumulate in your account through company contributions. This process is described on the following pages. ADVANTAGES TO BEING AN ESOP PARTICIPANT As a plan participant, you benefit in many ways from the ESOP. You have beneficial ownership interest in the vested value of stock allocated to your account at no cost to you; The value of stock in your account is based on the financial results of West Monroe; and You are part of a team whose actions and decisions impact these financial results and the future value of the company. Our ESOP is not simply about increasing the value of the company; it is also about how we relate to one another and to our customers; how we work together to share ideas for improvement, develop strategies, and set goals; and ultimately how we meet or better yet, surpass our expectations. 2
5 SUMMARY PLAN DESCRIPTION Eligibility and Participation When the plan first became effective, everyone employed on January 1, 2012 automatically became a participant on January 1, Otherwise, you automatically enter the ESOP on the first day of the month following your employment date. Exception: Leased employees, employees covered by a collective bargaining agreement (unless the agreement expressly provides for your participation), and employees who are non-u.s. residents are not eligible to participate in the ESOP. Your ESOP account When you become a participant in the plan, an ESOP account is set up in your name. Your account may hold company stock, other investments (including earnings on those amounts), or a combination of both. Examples Assume you are an eligible employee. 1. If you were hired on August 15, 2009, you would begin participating on January 1, If you were hired on May 10, 2012, you would begin participating on June 1, If you were hired on August 12, 2012, you would begin participating on September 1,
6 EMPLOYEE STOCK OWNERSHIP PLAN Company Contributions All contributions to your ESOP account are made by the company; you do not contribute to the plan. Each year, West Monroe s board of directors will decide how much, if any, to contribute to the plan. The board s decision is normally based on the company s financial performance, business conditions, and the loan repayment schedule. The company may contribute cash to the ESOP that is used to buy company stock or make payments on any loans the ESOP used to acquire the stock. The company may also contribute stock directly. Contributions are typically made to the ESOP and allocated among eligible participants once per plan year. Contribution requirements To receive your amount of the company contribution for a plan year, you must be a participant in the plan, and you must meet two requirements: Be credited with at least 1,000 hours of service during the plan year, and Be employed on the last day of the plan year (December 31). These two requirements are waived if you retire on or after age 55, die, or become disabled while employed. In these circumstances, you will receive a contribution even if you do not meet the requirements. Note, the conribution for the year you leave may be less if you are not employed for the full plan year due to earning fewer service or compensation points that year. 4
7 SUMMARY PLAN DESCRIPTION Determining the amount you receive The amount of the company contribution you receive is allocated to your ESOP account in proportion to your points earned for a plan year compared to all eligible participants points earned that year. You receive: Service points: 10 points for each year of service (up to 10 years of service), and Compensation points: 1 point for each full $1,000 of eligible compensation received that year. Eligible compensation includes regular W-2 earnings paid, including amounts you defer into the 401(k) plan and/or flexible spending account. Compensation for this purpose excludes bonuses and commissions and is currently capped at $250,000 (as indexed) per year. Your annual ESOP statement will show the number of shares you receive and the current value of those shares. DETERMINING YOUR AMOUNT 1 2 your years of service your eligible compensation X 10 points = your service points $1,000 = your compensation points } your total points 3 your total points total eligible participants points = your percentage 4 # of shares contributed to plan X your percentage = # of shares you receive 5
8 EMPLOYEE STOCK OWNERSHIP PLAN Vesting Vesting refers to the percentage of your account you will be paid after you leave employment. Your ESOP account is subject to a 3-year vesting schedule. You are credited for a year of vesting each plan year you work at least 1,000 hours. After 3 years, you are 100% vested. Our plan gives you vesting credit for prior full years of service at West Monroe. In other words, if you started employment at WMP on or before December 31, 2009, you may already be 100% vested in the ESOP. YEARS OF SERVICE VESTED PERCENTAGE Less than 1 0% 1 year 33.3% 2 years 66.7% 3 years or more 100% The unvested value of your account balance is forfeited if you leave the company before you are 100% vested. Forfeited amounts are allocated to the accounts of remaining participants. Waiver: If you retire on or after age 55, die, or become permanently disabled while employed, your account will automatically be 100% vested, regardless of your years of service. 6
9 SUMMARY PLAN DESCRIPTION Determining Stock Value Unlike investments in the 401(k) plan, which are valued daily according to the stock market, the value of the ESOP stock is determined once each year, as of the last day of the plan year (December 31). Because West Monroe stock is not publicly traded, the ESOP trustee retains an independent appraiser to assist in determining the annual value of the stock held by the trust. After the end of the plan year, the appraiser conducts due diligence, including reviewing the financials and future forecasts of the company. Financial performance is an important factor in determining the value of West Monroe s stock, and each employee is an important factor in determining West Monroe s performance. There is a direct link between your efforts on the job and the value of your ESOP account. In addition to company-specific performance, the appraiser may benchmark West Monroe against comparable companies in size and industry. The entire valuation process takes several months, which means the value of West Monroe stock is typically known sometime in the spring. 7
10 EMPLOYEE STOCK OWNERSHIP PLAN ESOP Trustee and Voting The ESOP trust owns all shares of West Monroe stock held by the plan, and the ESOP trustee is the legal shareholder of that stock. Your ESOP statement will show the number of shares in your account, but it is not an actual stock certificate. You are entitled to be paid the value of your vested account balance at the time you are eligible, but you are not a direct owner and may not sell the stock in your account or borrow against it. The ESOP trustee is appointed by the company s board of directors. The trustee is legally obligated to operate the ESOP in the best interests of the participants. It is not generally the trustee s responsibility to operate the company that is the responsibility of WMP management and the board. Mergers, consolidations, or a sale of all or substantially all of the company s assets; Recapitalizations and reclassifications; and Liquidations and dissolutions. In these circumstances, you do not vote the shares yourself rather you provide direction by proxy to the trustee, who will vote the shares. The trustee must fulfill fiduciary duties under the Employee Retirement Income Security Act of 1974 (ERISA) and may not follow your direction if it is contrary to ERISA or not in the best financial interest of the ESOP. Generally, the trustee votes the shares of stock held in the ESOP trust. The trustee has a fiduciary responsibility to vote prudently and in the best financial interest of plan participants. Under certain circumstances, as an ESOP participant, you may have the right to direct the trustee to vote the shares of stock in your account. Depending on shareholder laws in the state where the company is incorporated, examples of these issues might be as follows. 8
11 SUMMARY PLAN DESCRIPTION Diversification Diversification is the process of moving a portion of your account balance currently invested in company stock to other investment options. You may diversify shares of company stock if you are an active employee when you reach age 50 and have 10 years of participation in the plan. During the first 10 years you are eligible to diversify, you may elect to sell up to 25% of the shares in your account. In the 11 th (final) year, this limit is increased to 50% of the shares in your account. This is a cumulative calculation, which means that shares you diversified in prior years count toward the maximum shares eligible for diversification. Diversified amounts may be transferred to the company s 401(k) plan. You will be notified when you are eligible to make a diversification election. Note: Once your 11-year diversification period ends, you will not have another opportunity to diversify. Example: YEAR ONE (50 years old with 10 years) SHARES 2021 ESOP ending balance 1,000 Multiplied by 25% x 25% 2021 eligible diversification 250 You elect to diversify Ending balance (1, ) 900 YEAR TWO SHARES 2022 ESOP ending balance (assumes 60 shares contributed) 960 Add back 2021 diversified shares Total 1,060 Multiplied by 25% 265 Less shares previously diversified eligible diversification 165 You elect to diversify - 80 Ending balance (960-80) 880 9
12 EMPLOYEE STOCK OWNERSHIP PLAN Distributions from Your Account When you are eligible to elect a distribution of your vested account balance depends on the reason you leave employment. Annual Administration Cycle Plan year end Dec 31 Valuation process begins Retirement, death, or disability You are eligible to make a distribution election for your entire vested account balance (company stock and other investments) as soon as the annual allocation cycle is completed for the plan year in which you retire on or after age 55, die, or become disabled. Oct 1 Jan 1 Apr 1 Other reasons You are eligible to make a distribution election for the company stock portion of your account as soon as the annual allocation cycle is completed for the 5 th plan year after the year your employment ends. Other investments in your account would be paid sooner as soon as the annual allocation cycle is completed for the year your employment ends. Distributions paid July 1 Distribution window New stock value known Account balances updated and statements prepared 10 Example Here s how it works for retirement... You retire from the company at age 55 in September Your distribution will be made using the value of the stock as of December 31, Because the current balance of your account won t be known until the valuation process and statements are completed after the end of the plan year, you won t be able to elect a distribution until some time in the early summer of 2018.
13 SUMMARY PLAN DESCRIPTION Distributions How You Are Paid How your distribution is made depends on the value of your vested account balance. $25,000 or less: single payment Greater than $25,000: paid in substantially equal, annual installments over a period of no more than 5 years. Each installment is made at the current fair market value of company stock, unless the shares in former employee accounts are sold and the cash proceeds invested in other liquid assets within the ESOP. This conversion will be done to the extent that cash is available in the plan. Your distribution will be paid to you in cash or shares of company stock. If you receive shares of stock, they will automatically be sold to the company immediately you cannot keep them. DISTRIBUTION POLICY ESOP rules are designed to give the company flexibility in paying distributions. These rules outline the longest the company could delay your distribution. The company may establish a distribution policy that may be modified from time to time. Your distribution will be subject to the distribution policy in effect at the time you leave. Example Here s how it works for other reasons... You are 35 years old and leave the company to go back to school full time in September of You can elect a distribution of your vested account balance once the valuation process and statements are completed for the 5 th plan year after the year you left. This means you can elect a distribution once the value is known for the plan year ending December 31, 2021 which will be some time during the early summer of
14 EMPLOYEE STOCK OWNERSHIP PLAN Distributions Special Rules You do not have to elect a distribution when you are eligible. Depending on your account balance, one of the following situations will apply: If your vested balance is $1,000 or less, your distribution will be made to you regardless of whether you ask for it. If your vested account balance is greater than $1,000, you may choose to leave it in the plan until you reach age 70½. After you leave the company, your account might not remain invested in West Monroe stock. The company stock in your account may be sold and the cash proceeds invested in other liquid assets within the ESOP. This conversion will be done to the extent that cash is available in the plan. 12
15 SUMMARY PLAN DESCRIPTION Distributions Choices and Taxes As part of your distribution request, you will designate the form of payment. The following options are generally available to you. Make a direct rollover of your distribution amount to another qualified retirement plan or Individual Retirement Account (IRA) and continue to defer paying taxes (if you are younger than age 70½). Elect a payment in cash and pay applicable taxes and early withdrawal penalty (if any). Should you choose a payment in cash, you have 60 days after the check is issued to roll into another qualified plan or IRA, without paying taxes. Unless you meet the age criteria (typically age 59½ or older), cash distributions from a qualified retirement plan or IRA are subject to an early withdrawal penalty, which must be paid when the related taxes are due. Taxes on distributions can be complicated. Once you become eligible for a distribution from your ESOP account, you should consult with a tax advisor before making any decisions. 13
16 EMPLOYEE STOCK OWNERSHIP PLAN Designating Your Beneficiary Once you become a participant in the ESOP, you should fill out a beneficiary designation form. The beneficiary designation form for our ESOP looks like the one pictured here. You may make or change your beneficiary designation at any time by filing a copy of this form with Human Resources. If you are married, you must have notarized spousal consent for any designation other than your spouse. 14
17 SUMMARY PLAN DESCRIPTION Additional Plan Information PROTECTION OF BENEFITS Generally, your creditors cannot garnish or levy upon your account and you cannot sell, transfer, assign, or pledge your account. DISTRIBUTION PROVISIONS Large Balance Rule: If you are receiving a distribution of your ESOP account in a series of installments and your account balance exceeds $1,035,000, the maximum installment period may be increased by one year, up to 4 additional years, for each $205,000 (or fraction thereof) by which your balance exceeds $1,035,000. The $1,035,000 and $205,000 amounts are for 2013 and are subject to cost-of-living adjustments. Required Minimum Distributions: By law, in most cases you must begin receiving minimum distributions from this plan after you reach age 70½ and are no longer working for West Monroe. Please contact Human Resources for details and exceptions. Qualified Domestic Relations Order (QDRO): Any distribution to an alternate payee under a qualified domestic relations order (QDRO) will be made in a manner consistent with the ESOP s distribution provisions and the separate QDRO procedures established by the administrator. Please contact Human Resources if you need a copy of the plan s QDRO procedures (there is no cost). REINSTATEMENT OF FORFEITED AMOUNTS IF REHIRED Generally, your forfeited amounts will be reinstated if you return before you have 5 consecutive breaks in service, but special rules apply to different situations. A break in service is a plan year in which you perform 500 or fewer hours of service. Please contact Human Resources for more information on how this may apply to you. TOP-HEAVY PLAN PROVISIONS The Plan has provisions that provide for minimum allocation and vesting provisions should the Plan become top heavy. Top heavy is when more than 60% of the Plan s assets are held in the Accounts of certain owners and officers. These owners and officers are referred to as Key Employees. If the ESOP is top-heavy for a plan year, the discretionary contribution equals the lesser of 3% of your compensation for the plan year or a percentage of your compensation equal to the 15
18 EMPLOYEE STOCK OWNERSHIP PLAN Additional Plan Information continued 16 percentage at which contributions are made for the Key Employee for whom such percentage is the highest. If the plan is top-heavy, your account will vest under the same schedule as applicable to discretionary contributions: Years of service Vested percentage Less than 1 0% 1 year 33.3% 2 years 66.7% 3 or more years 100% STATEMENT OF ERISA RIGHTS As a participant in the plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all ESOP participants shall be entitled to: Receive information about your ESOP and benefits. Examine, without charge, at the Plan Administrator s office all ESOP documents, including the Plan and Trust Documents and copies of all documents filed by the ESOP with the U.S. Department of Labor, such as the latest annual reports (form 5500 series). Obtain copies of all ESOP documents and other information upon written request to the Plan Administrator. The administrator may make a reasonable charge for the copies. Receive a summary of the ESOP s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report. In addition to creating rights for ESOP participants, ERISA imposes duties upon the people who are responsible for the operation of the plan. The people who operate your ESOP, called fiduciaries of the plan, must do so prudently and in the interest of you and other ESOP 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 your ESOP benefits or exercising your rights under ERISA. If your claim for an ESOP benefit is denied in whole or in part, you have a right to know the reason for the denial, to obtain without charge copies of documents relating to the decision and to appeal any denial, all within certain time schedules.
19 SUMMARY PLAN DESCRIPTION Under ERISA, there are steps you can take to enforce the above rights. If you request materials from the Plan Administrator and do not receive them within 30 days, you may file suit in a federal court. In such case, the court may require the Plan Administrator to provide the materials and pay you up to $110 per 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 a federal court. If ESOP 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 pay these costs and fees. If you lose, the court may order you to pay these costs and fees if, for example, it finds your claim to be frivolous. If you have any questions about your ESOP benefit, you should contact the ESOP Committee. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest area office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory. Division of Technical Assistance and Inquiries Employee Benefits Security Administration 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. Plan Amendment or Termination: Although West Monroe fully intends to continue the ESOP indefinitely, the company reserves the right to change or terminate the ESOP at any time. If the plan is terminated (i.e., ends), you will be deemed 100% vested in your ESOP account. If the plan ends, all contributions will stop, and your ESOP account will be paid as soon as possible after the termination. 17
20 EMPLOYEE STOCK OWNERSHIP PLAN Additional Plan Information continued Reduction of Benefits: You might not receive any benefits or you might receive lower benefits than expected under the following circumstances: You do not meet the eligibility requirements for participation. You transfer to an affiliated company that does not participate in the ESOP You do not meet the requirements for an allocation of contributions for any year. You reach a limit on benefits or contributions set by law. (These limits are quite high and you will be notified if you are affected.) The value of your investments suffers a loss. You leave before becoming fully vested. Your benefits are subject to a qualified domestic relations order. The plan is amended or terminated. You or your beneficiary do not submit the necessary documents or the completed benefit request forms that are required for processing. PBGC Status: The ESOP is an individual investment account, or defined contribution, plan. This means each participant has an account in his or her own name, and the benefits you receive depend on the value of your account after investment. The ESOP doesn t guarantee you a payment of a specific amount of benefit, and accordingly, benefits are not insured by the Pension Benefit Guaranty Corporation (PBGC), the government agency that insures plans that do specify the amount of benefit they pay. Military Service: The plan will provide all contributions, benefits, and service credit which are required by the Uniformed Services Employment and Reemployment Rights Act (USERRA) or the Heroes Earnings Assistance and Relief Tax Act of 2008 (the HEART Act) to be provided to participants who have qualifying military service. CLAIMS PROCEDURES Disagreements about benefits are rare, but should you and the company disagree on your eligibility for or the amount of your benefit, you may follow a review process. You must mail or deliver a written claim to the Plan Administrator or Trustee(s) to initiate the claim process. 18
21 SUMMARY PLAN DESCRIPTION After you have made a written claim for benefits under the plan, if any portion of the claim is denied, you will receive a written notice stating the specific reasons for the denial, specific reference to pertinent ESOP provisions upon which the denial was based, a description of any additional information or material necessary to perfect the claim and an explanation of why such information or material is necessary, and appropriate information as to the steps to take if you wish to submit the claim for review within 60 days of receipt of your claim. You will receive written notification of a decision on your claim for benefits within 90 days after receipt of your claim, unless an extension of time for processing the claim, not to exceed 90 additional days, as special circumstances require, is necessary. Prior to the expiration on the initial 90 days, you will be advised in writing if an extension is necessary, stating the special circumstances requiring the extension and the date by which you can expect a decision regarding your claim. Within 60 days after the date of written notice denying any benefits, you or your authorized representative may write to the Plan Administrator requesting a review of that decision. You must file an appeal with the Plan Administrator in writing within 60 days. If you fail to appeal within that time, the Plan Administrator s decision shall be final, binding, and conclusive. Your request for review may contain such issues and comments that you wish to have considered in the review and may also review pertinent documents. The Plan Administrator will make a final determination with respect to your claim within 60 days and advise you of the determination in writing, setting forth the reasons for the determination and specific references to any pertinent ESOP provisions upon which the determination is based. You will receive written notice of a final determination of your appeal within 60 days after receipt of your request for review. However, specific circumstances may require an extension of time, not to exceed 60 additional days. Prior to the expiration of the initial 60 days, the Plan Administrator must advise you in writing of an extension and the date by which you can expect a decision regarding the review of your claim. Upon request, you may review information relevant to the benefit claim or we will provide you with copies of information relevant to the benefit claim. If your appeal is denied, you may file a lawsuit in federal district court to pursue your claim further. 19
22 EMPLOYEE STOCK OWNERSHIP PLAN Additional Plan Information continued The Plan Administrator has the full and discretionary power to decide what the plan provisions mean; to answer all questions about the plan, including those about eligibility and benefits; and to supervise the administration of the plan. The Plan Administrator s decisions are final. 20
23 SUMMARY PLAN DESCRIPTION Additional Plan Information Plan Name: Trust Name: Plan Sponsor: Employer Identification Number (EIN): Plan No.: 002 Plan Administrator: Plan Trustee: Agent for Service of Legal Process: Source of Contributions: Plan Year End: December 31 West Monroe Partners, Inc. Employee Stock Ownership Plan West Monroe Partners, Inc. Employee Stock Ownership Trust West Monroe Partners 222 W. Adams Street, 11th Floor Chicago, IL West Monroe Partners 222 W. Adams Street, 11th Floor Chicago, IL Phone: (312) Reliance Trust Company 1100 Abernathy Road, Suite 400 Atlanta, GA Phone: (404) Plan Administrator or Plan Trustee at the above addresses. All contributions are made by the Company. 21
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