U.S. Inspect, Inc. 401(k) Profit Sharing Plan And Trust SUMMARY PLAN DESCRIPTION

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1 U.S. Inspect, Inc. 401(k) Profit Sharing Plan And Trust SUMMARY PLAN DESCRIPTION

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3 U.S. Inspect, Inc. 401(k) Profit Sharing Plan And Trust SUMMARY PLAN DESCRIPTION TABLE OF CONTENTS INTRODUCTION TO YOUR PLAN...1 PARTICIPATION IN THE PLAN...2 CONTRIBUTIONS...4 COMPENSATION AND ACCOUNT BALANCE...13 VESTING...16 DISTRIBUTIONS PRIOR TO TERMINATION...19 BENEFITS AND DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT...22 BENEFITS AND DISTRIBUTIONS UPON DEATH...25 TAX TREATMENT OF DISTRIBUTIONS...27 LOANS...29 PROTECTED BENEFITS AND CLAIMS PROCEDURES...32 GENERAL INFORMATION ABOUT THE PLAN...39

4 U.S. Inspect, Inc. 401(k) Profit Sharing Plan And Trust SUMMARY PLAN DESCRIPTION INTRODUCTION TO YOUR PLAN The U.S. Inspect, Inc. 401(k) Profit Sharing Plan And Trust ( Plan ) has been adopted to provide you with the opportunity to save for retirement on a tax-deferred basis. This Summary Plan Description ( SPD ) contains valuable information regarding when you may become eligible to participate in the Plan, your Plan benefits, your distribution options, and many other features of the Plan. You should take the time to read this SPD to get a better understanding of your rights and obligations in the Plan. In this summary, your Employer has attempted to answer most of the questions you may have regarding your benefits in the Plan. If this SPD does not answer all of your questions, please contact the Administrator (or other Plan representative). The Administrator is responsible for responding to questions and making determinations related to the administration, interpretation, and application of the Plan. The name and address of the Administrator can be found in Article XI of this SPD entitled GENERAL INFORMATION ABOUT THE PLAN. This SPD describes the Plan s benefits and obligations as contained in the legal Plan document, which governs the operation of the Plan. The Plan document is written in much more technical and precise language. If the non-technical language in this SPD and the technical, legal language of the Plan document conflict, the Plan document always governs. If you wish to receive a copy of the legal Plan document, please contact the Administrator. This SPD describes the current provisions of the Plan which are designed to comply with applicable legal requirements. The Plan and your rights under the Plan are subject to federal laws, such as the Employee Retirement Income Security Act (ERISA), the Internal Revenue Code, and other federal and state laws. The provisions of the Plan are subject to revision due to a change in laws or due to pronouncements by the Internal Revenue Service (IRS) or Department of Labor (DOL). Your Employer may also amend or terminate this Plan. If the provisions of the Plan that are described in this SPD change, your Employer will notify you. 1

5 Am I eligible to participate in the Plan? ARTICLE I PARTICIPATION IN THE PLAN Provided you are not an Excluded Employee (as explained below), you may begin participating in the Plan once you have satisfied the Plan s eligibility requirements and reached your Entry Date. The following describes the eligibility requirements and Entry Dates that apply. You should contact the Administrator if you have questions about the timing of your Plan participation. If you are a member of a class of employees identified below, you are an Excluded Employee and you are not entitled to participate in the Plan. The Excluded Employees are: union employees whose employment is governed by a collective bargaining agreement under which retirement benefits were the subject of good faith bargaining. certain nonresident aliens who have no earned income from sources within the United States. When am I eligible to participate in the Plan? Provided you are not an Excluded Employee, you will be eligible to participate in the Plan when you have reached age 18. However you will actually enter the Plan once you reach the Entry Date as described below. Provided you are not an Excluded Employee, you will be eligible to participate for purposes of elective deferrals (including Roth Elective Deferrals) on your date of hire. However, you will actually enter the Plan once you reach the Entry Date as described below. Provided you are not an Excluded Employee, you will be eligible to participate for purposes of matching contributions when you have completed six months of service. However, you will actually enter the Plan once you reach the Entry Date as described below. Provided you are not an Excluded Employee, you will be eligible to participate for purposes of nonelective contributions on your date of hire. However, you will actually enter the Plan once you reach the Entry Date as described below. How is my service determined for purposes of Plan eligibility? You will be credited with a Period of Service once twelve months have passed since your date of hire. 2

6 When is my entry date? Provided you are not an Excluded Employee, you may begin participating under the Plan once you have satisfied the eligibility requirements and reached your Entry Date. The following describes the specific Entry Date(s) that apply under the Plan. In addition, special rules may apply if you terminate employment and are later rehired. If you have questions about the timing of your Plan participation, please contact the Administrator. Your Entry Date will be the date on which you satisfy the eligibility requirements. What service is counted for purposes of Plan eligibility? In determining whether you satisfy the minimum service requirements to participate under the Plan, all service you perform for the Employer will generally be counted. However there are some exceptions to this general rule. The Plan has Break in Service rules. If you terminate employment and are rehired, you may lose credit for prior service under the Plan s Break in Service rules. For eligibility purposes, you will have a Break in Service if you are not employed with the Employer for a period of at least twelve consecutive months. However, if you are absent from work for certain leaves of absence such as a maternity or paternity leave, the twelve consecutive month period beginning on the first anniversary of your first day of such absence will not constitute a Break in Service. The Plan has a five-year Break in Service rule. The five-year Break in Service rule applies only to participants who had no vested interest in the Plan when employment had terminated. If you were not vested in any amounts when you terminated employment and you have five consecutive Breaks in Service (as defined above), all the service you earned before the 5-year period no longer counts for eligibility purposes. Thus, if you were to return to employment, you would have to resatisfy any minimum service requirements under the Plan. If you are a veteran and are reemployed under the Uniformed Services Employment and Reemployment Rights Act of 1994, your qualified military service may be considered service with the Employer. If you may be affected by this law, ask the Administrator for further details. What happens if I m a participant, terminate employment and then I m rehired? If you are no longer a participant because you terminated employment, and you are rehired, then you will continue to participate in the Plan on your date of rehire provided your prior service had not been disregarded under the Break in Service rules and you are otherwise eligible to participate in the Plan. 3

7 ARTICLE II CONTRIBUTIONS What are elective deferrals and how do I contribute them to the Plan? As a participant under the Plan, you may elect to reduce your compensation by a specific percentage and have that amount contributed to the Plan as an elective deferral. There are two types of elective deferrals: Pre-tax Elective Deferrals and Roth Elective Deferrals. For purposes of this SPD, elective deferrals generally means both Pre-tax Elective Deferrals and Roth Elective Deferrals. Regardless of the type of deferrals you make, the amount you defer is counted as compensation for purposes of Social Security taxes. If you have a Roth account under the Plan, the distribution and other rules described below for Roth Elective Deferrals apply to your Roth account. If you elect to make Pre-tax Elective Deferrals, then your taxable income is reduced by the deferral contributions so you pay less in federal income taxes. Later, when the Plan distributes the deferrals and earnings, you will pay the taxes on those deferrals and the earnings. Therefore, with a Pre-tax Elective Deferral, federal income taxes on the deferral contributions and on the earnings are only postponed. Eventually, you will have to pay taxes on these amounts. If you elect to make Roth Elective Deferrals, the deferrals are subject to federal income taxes in the year of deferral. However, the deferrals and, in most cases, the earnings on the deferrals are not subject to federal income taxes when distributed to you. In order for the earnings to be tax free, the distribution must be qualified (see below). The total combined amount of your compensation that you may defer either as a Pre-tax Elective Deferral or as a Roth Elective Deferral is subject to both the Plan limit and the Internal Revenue Code limit on deferrals (see the question entitled How much may I contribute to the Plan? below). There are two ways to contribute Roth Elective Deferrals to the Plan. The first is by electing to contribute Roth Elective Deferrals directly to the Plan. (Roth Elective Deferrals contributed directly to the Plan will be recorded in a Roth Elective Deferral account.) The second is by making a Roth rollover contribution to the Plan. Roth rollover contributions will be recorded in a separate account called a Roth rollover account. A Roth rollover contribution is a rollover contribution that consists of Roth Elective Deferrals and earnings that you roll over to this Plan from another employer s eligible retirement plan. A Roth rollover contribution to this Plan must be in the form of a direct rollover to this Plan from the other eligible retirement plan. If you are interested in making a Roth rollover contribution to this Plan, please contact the Administrator beforehand. In order for the earnings on Roth Elective Deferrals to be distributed tax-free for federal income tax purposes, a distribution from your Roth Elective Deferral or Roth rollover accounts must be a qualified distribution. In order to be a qualified distribution, the distribution must occur after one of the following: (1) your attainment of age 59 ½, (2) your disability (please note 4

8 that disability for this purpose has a special meaning, as discussed below), or (3) your death. In addition, the distribution must occur after the expiration of a 5-year participation period. The 5-year participation period is the 5-year period beginning with the calendar year in which you first make a Roth Elective Deferral to this Plan (or to another 401(k) plan or 403(b) plan if that amount was rolled over into this Plan) and ending on the last day of the calendar year that is five years later. For example, if you make your first Roth deferral under this Plan on November 30, 2007, your 5-year participation period will end on December 31, If you made your first Roth deferral under another eligible retirement plan on September 1, 2006, and later make a Roth rollover contribution from that plan to this Plan, your 5-year participation period for all Roth amounts in this Plan (whether contributed directly to this Plan or contributed as a Roth rollover contribution) will end on December 31, It is not necessary that you make a Roth contribution in each of the five years of your participation period. As noted above, the term disability has a special meaning for purposes of whether a distribution of Roth amounts on account of disability is a qualified distribution. For this purpose only, disability means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in your death or to be of long-continued and indefinite duration. This definition might not be the same as the Plan s definition of Disability for other purposes under the Plan (for example, when your account becomes fully vested because of a Disability). If you request a qualified distribution of Roth amounts on the grounds that you are disabled, the Administrator may require you to furnish proof that you meet the definition of disability for purposes of a qualified distribution. If a distribution from your Roth Elective Deferral or Roth rollover contribution account is not a qualified distribution, the earnings distributed with the Roth contributions will be taxable to you at the time of distribution (unless you roll over the distribution to a Roth IRA or other 401(k) plan or 403(b) plan that will accept the rollover). In addition, in some cases, there may be a 10% excise tax on the earnings that are distributed. Whenever you receive a distribution, the Administrator will deliver to you a more detailed explanation of your options. However, the tax rules are very complex and you should consult with qualified tax counsel before making a choice. 5

9 What other rules apply to Roth Elective Deferrals under our Plan? Roth Elective Deferrals are generally treated in the same manner as Pre-tax Elective Deferrals. This means that your Roth Elective Deferral account is always fully vested and is subject to the distribution restrictions and provisions set forth in this SPD and in the Plan. Your Roth rollover account is also fully vested and subject to the distribution restrictions and provisions set forth in this SPD and the Plan. In addition: If your Plan provides for loans, you may take a loan from your Roth Elective Deferral or Roth rollover accounts. If the Plan permits you to withdraw your Pre-tax Elective Deferral contributions on account of a hardship, you may receive a hardship distribution from your Roth Elective Deferral account (excluding earnings). However the rules for a qualified Roth distribution discussed above still apply. To the extent that the Plan permits in-service (i.e., prior to separation from service) distributions from your Pre-tax Elective Deferral account and rollover account, inservice distributions may be made to you from your Roth Elective Deferral and Roth rollover accounts. However the rules for a qualified Roth distribution discussed above still apply. However, there are some additional restrictions that apply to amounts in your Roth Elective Deferral and, if applicable, Roth rollover accounts. When you take a distribution from the Plan, a direct transfer (sometimes referred to as a direct rollover) of any portion of your distribution attributable to a Roth Elective Deferral or Roth rollover account may only be transferred to an eligible employer plan that separately accounts for Roth Elective Deferrals or to a Roth individual retirement account (a Roth IRA ). A corrective distribution from amounts attributable to elective deferrals may be required on occasion to meet certain legal requirements. For any Plan Year in which you contribute both Pre-tax Elective Deferrals and Roth Elective Deferrals to the Plan, if it becomes necessary to make a corrective distribution of a portion of your elective deferrals to you to meet these requirements, Pre-tax Elective Deferrals will be returned before Roth Elective Deferrals. If you are determined to be cashout-eligible and you fail to make a distribution election, the portion of your account balance attributable to your Roth Elective Deferral account and Roth rollover contribution account, if any, will be automatically rolled over to a Roth IRA established by a Roth IRA provider selected by the Administrator. 6

10 How often can I change the amount I contribute? The amount you elect to defer will be deducted from your pay in accordance with a procedure established by the Administrator. The procedure will require that you enter into a salary-reduction agreement after you satisfy the Plan s eligibility requirements. You may elect to make deferrals as of your Entry Date or any time after your Entry Date. Such election will become effective as soon as administratively feasible. Your election will remain in effect until you modify or terminate it. You may change your deferral election each payroll period. You are permitted to revoke your election any time during the Plan Year. The modification will become effective as soon as administratively feasible. How much may I contribute to the Plan? As a participant, you may elect to defer up to 50% of your compensation each year instead of receiving that amount in cash. However, your total deferrals in any taxable year may not exceed a dollar limit, which is set by law. The limit for 2010 is $16,500. After 2010 the dollar limit may increase for cost-of-living adjustments. Does the Plan allow catch-up contributions? If you will attain age 50 before the end of a calendar year, then you may elect to defer additional amounts (called catch-up contributions ) to the Plan beginning on January 1st of that year. The additional amounts may be deferred regardless of any other limitations on the amount that you may defer under the Plan. The maximum catch-up contribution that you can make in 2010 is $5,500. After 2010, the maximum may increase for cost-of-living adjustments. Any catch-up contributions that you make will not be taken into account in determining any Employer matching contribution made to the Plan. If you are eligible to make catch-up contributions, you should contact your Plan s Administrator to learn whether you need to take any special steps to make catch-up contributions under your Plan. If you wish to arrange to make catch-up contributions in excess of your Plan s limit on contributions, you will not be able to do so through either the ADP Voice Response System or the Participant Website; instead, you will have to arrange this through your Plan s Administrator. 7

11 Annual Dollar Limits You should also be aware that each separately stated annual dollar limit on the amount you may defer (the annual deferral limit and the catch-up contribution limit) is a separate aggregate limit that applies to all such similar elective deferral amounts and catch-up contributions you may make under this Plan or other cash or deferred arrangements (including tax-sheltered 403(b) annuity contracts, simplified employee pensions or other 401(k) plans) in which you may be participating. Generally, if an annual dollar limit is exceeded, then the excess must be returned to you in order to avoid adverse tax consequences. For this reason, it is desirable to request in writing that any such excess elective deferral amounts or catch-up contributions be returned to you. If you are in more than one plan, you must decide which plan or arrangement you would like to return the excess. If you decide that the excess should be distributed from this Plan, you must communicate this in writing to the Administrator no later than the March 1 st following the close of the calendar year in which such excess deferrals were made. However, if the entire dollar limit is exceeded in this Plan, then you will be deemed to have notified the Administrator of the excess. The Administrator will then return the excess deferral and any earnings to you by April 15 th. Allocation and Distribution of Deferrals The Administrator will allocate the amount you elect to defer to an account maintained on your behalf. You will always be 100% vested in this account (see the Article in this SPD entitled Vesting ). This means that you will always be entitled to all amounts that you defer. This money will, however, be affected by any investment gains or losses. If there is an investment gain, then the balance in your account will increase. If there is an investment loss, then the balance in your account will decrease. The rules regarding distributions of amounts attributable to your elective deferrals are explained later in this SPD. However, if you are a highly compensated employee (generally, more than 5% owners or individuals receiving wages in excess of a certain amount established by law), a distribution of amounts attributable to certain excess contributions may be required to comply with the law. The Administrator will notify you when a distribution is required. What are rollover contributions? At the discretion of the Administrator, if you are an Eligible Employee or a Participant who is a former employee, you may be permitted to deposit into the Plan distributions you have received from other plans and certain IRAs. Such a deposit is called a rollover and may result in tax savings to you. You may ask the administrator or trustee of the other plan or IRA to directly transfer (a direct rollover ) to this Plan all or a portion of any amount that you are entitled to receive as a distribution from such plan. Alternatively, if you received a distribution from a prior plan, you may elect to deposit any amount eligible to be rolled over within 60 days of your receipt of the distribution. You should consult qualified counsel to determine if a rollover is permitted and in your best interest. 8

12 You may make a rollover contribution to this Plan from the following types of eligible retirement plans: a conduit IRA, which only contains rollover contributions from another qualified plan; a non-conduit traditional IRA (rollovers from these IRAs are limited to taxable distributions, i.e., your non-taxable IRA contributions plus earnings on any of your IRA contributions whether taxable or not); a SIMPLE IRA (as long as the SIMPLE IRA has been in existence for at least two years at the time of the distribution); an employer s qualified plan (excluding after-tax amounts); a 403(a) qualified annuity plan; a governmental employer s 457(b) plan; or a 403(b) tax-sheltered annuity (excluding after-tax amounts). Your rollover will be accounted for in a rollover account. You will always be 100% vested in your rollover account (see the Article in this SPD entitled Vesting ). This means that you will always be entitled to all amounts in your rollover account. Rollover contributions will be affected by any investment gains or losses. You may withdraw the amounts in your rollover account at any time (including any amounts in a Roth rollover contribution account). Please see the question What are elective deferrals and how do I contribute them to the Plan? above for information regarding rollovers of Roth Elective Deferrals and earnings from another eligible retirement plan to this Plan. If you qualified for relief related to Hurricanes Katrina, Rita or Wilma under the Katrina Emergency Tax Relief Act (KETRA) or the Gulf Opportunity Zone Act (GOZA) and took a distribution from your account for this reason before January 1, 2007, you may choose to recontribute the distributed amount to an eligible retirement plan or traditional IRA within three years and receive 60-day rollover treatment. As described above and in Article VIII of this Summary Plan Description, distributions from tax qualified plans that are eligible for rollover and that actually are rolled over into another qualified employer plan or traditional IRA within 60 days of the distribution are not treated as taxable income to the participant. Under KETRA and GOZA, distributions to participants that are re-contributed to a qualified employer plan or traditional IRA within three years would not be considered taxable income. For example, if you received a KETRA distribution in 2005 and subsequently re-contributed the distribution amount in 2007, you may file amended returns requesting a refund for the income taxes you previously paid on the distribution. Please see your tax advisor if you have any questions regarding taxation of KETRA or GOZA distributions and re-contributions. If you wish to re-contribute a KETRA or GOZA distribution to this Plan, please contact the Administrator first. 9

13 Will the Employer contribute to the Plan? Each year, in addition to your elective deferrals your Employer may make additional contributions to the Plan on your behalf. The remainder of this Article describes the Employer contributions that may be made to the Plan and how your share of the contribution is determined. What is the Employer matching contribution and how is it allocated? Your Employer may make a matching contribution equal to a uniform percentage of your elective deferrals. Your Employer will determine the amount of the discretionary matching percentage each year. However any elective deferrals that are catch-up contributions will not be matched. In applying a matching percentage, however, elective deferrals made each payroll period that exceed a certain percentage of your compensation for such period may be disregarded. You will always share in the matching contribution, regardless of the amount of service you complete during the year. 10

14 What is an Employer nonelective contribution and how is it allocated? Each year, your Employer may make a discretionary nonelective contribution to the Plan. Your share of any contribution is determined as described below. In order to share in the nonelective contribution for a Plan Year, you must satisfy the following conditions: If you are employed on the last day of the Plan Year, you will share regardless of the amount of service you complete during the Plan Year. If you terminate employment (not employed on the last day of the Plan Year), you will not receive a nonelective contribution regardless of the amount of service you complete during the Plan Year. You will share in the nonelective contribution for the year regardless of the amount of service you complete in the Plan Year of your death, total and permanent disability, or retirement. The nonelective contribution will be allocated or divided among participants eligible to share in the contribution for the Plan Year. Your share of the nonelective contribution is determined by the following fraction: Nonelective X Your Compensation Contribution Total Compensation of All Participants Eligible to Share For example: Suppose the nonelective contribution for the Plan Year is $20,000. Employee A s compensation for the Plan Year is $25,000. The total compensation of all participants eligible to share, including Employee A, is $250,000. Employee A s share will be: $20,000 X $25,000 or $2,000 $250,000 If your Employer makes a nonelective contribution, it will be allocated to your account annually (as of the last day of the Plan Year). 11

15 How is my service determined for allocation purposes? You will be credited with an Hour of Service for: (a) each hour for which you are directly or indirectly compensated by the Employer for the performance of duties during the Plan Year; (b) each hour for which you are directly or indirectly compensated by the Employer for reasons other than the performance of duties (such as vacation, holidays, sickness, disability, lay-off, military duty, jury duty or leave of absence during the Plan Year); and (c) each hour for back pay awarded or agreed to by the Employer. You will not be credited for the same Hours of Service both under (a) or (b), as the case may be, and under (c). You will be credited with your actual Hours of Service. What are forfeitures and how are they allocated? In order to reward employees who remain employed with the Employer for a long period of time, the law permits a vesting schedule to be applied to certain contributions that your Employer makes to the Plan. This means that you will not be vested in (entitled to) all of the contributions until you have been employed with the Employer for a specified period of time (see the Article entitled Vesting ). If a participant terminates employment before being fully vested, then the non-vested portion of the terminated participant's account balance remains in the Plan and is called a forfeiture. Forfeitures will be allocated as follows: Forfeitures may first be used to pay any administrative expenses. Any remaining forfeitures will be used to reduce any Employer contribution. 12

16 ARTICLE III COMPENSATION AND ACCOUNT BALANCE What compensation is used to determine my Plan benefits? For the purposes of the Plan, compensation has a special meaning. Compensation is generally defined as your total compensation that is subject to income tax and paid to you by your Employer during the Plan Year. Also, salary deferrals to this Plan and to any other plan or arrangement (such as a cafeteria plan) will be included in compensation. Amounts paid to you after you terminate employment are generally not treated as compensation (except as described below under the question entitled Are post-severance payments included in compensation? ) If you are a self-employed individual, your compensation will be equal to your earned income. The following describes the adjustments to compensation that may apply to the Plan (adjustments to compensation may be different for the different types of contributions provided under the Plan). The following adjustments to compensation will be made: reimbursements or other expense allowances, fringe benefits, moving expenses, deferred compensation, and welfare benefits will be excluded Are post-severance payments included in compensation? For purposes of determining benefits under the Plan, certain payments made by the later of 2 ½ months after you sever from employment (as defined under Section 401(k) of the Internal Revenue Code) and the end of the Plan Year that includes your severance date ( Post-Severance Payments ) will be treated as follows: Post-Severance Payments that, absent a severance from employment, would have been paid to you had you continued in employment with your Employer and are regular compensation for services during or outside your regular working hours, commissions, bonuses, or other similar compensation will be included in compensation. Post-Severance Payments for accrued sick, vacation, or other leave (but only if you would have been able to use the leave if your employment continued) will be included in compensation if they would have been included in the Plan s definition of compensation if paid before severance from employment. Post-Severance Payments you receive under a nonqualified deferred compensation plan will be included in compensation (but only if the payments are taxable and would have been paid to you if your employment had continued, and if such payments would have been included in the Plan s definition of compensation if paid before severance from employment). Salary continuation payments to employees who are not currently working because they are engaged in qualified military service (as defined in Section 414(u) of the Internal Revenue Code) to the extent they do not exceed what an employee would have received had he or she 13

17 continued to perform services for the Employer (i.e. military differential pay ) will be included in compensation unless they are required to be reported for tax purposes on Form 1099-R. Salary continuation payments to Participants who are permanently and totally disabled within the meaning of Section 22(e) of the Internal Revenue Code will NOT be included in compensation. The inclusion of any Post-Severance Payments or salary continuation payments described above in compensation is subject to any exclusions from compensation described above under the question entitled What compensation is used to determine my Plan benefits? In other words, if any Post-Severance Payment or salary continuation payment would not fall within the Plan s definition of compensation if paid prior to severance from employment, it will not be included in compensation. Is there a limit on the amount of compensation that may be considered? The Plan, by law, cannot recognize annual compensation in excess of a certain dollar limit. The limit for the Plan Year beginning in 2010 is $245,000. After 2010, the dollar limit may increase for cost-of-living adjustments. Is there a limit on how much can be contributed to my account each year? Generally, the law imposes a maximum limit on the amount of contributions (excluding catch-up contributions) that may be made to your account and any other amounts allocated to any of your accounts during the Plan Year, excluding earnings. Beginning in 2010, this total cannot exceed the lesser of $49,000 or 100% of your annual compensation. After 2010, the dollar limit may increase for cost-of-living adjustments. How is the money in the Plan invested? The Trustee of the Plan has been designated to hold the assets of the Plan for the benefit of Plan participants and their beneficiaries in accordance with the terms of this Plan. The trust fund established by the Plan s Trustee will be the funding medium used for the accumulation of assets from which Plan benefits will be distributed. You will be able to direct the investment of your entire interest in the Plan. The Administrator will provide you with information on the investment choices available to you, the procedures for making investment elections, the frequency with which you can change your investment choices and other important information. You need to follow the procedures for making investment elections, and you should carefully review the information provided to you before you give investment directions. If you do not direct the investment of your applicable Plan accounts, then your accounts will be invested in accordance with the default investment alternatives established under the Plan. The Plan is intended to comply with Section 404(c) of ERISA (the Employee Retirement Income Security Act). If the Plan complies with this Section, then the fiduciaries of the Plan, 14

18 including your Employer, the Trustee and the Administrator, will be relieved of any liability for any losses that are the direct and necessary result of the investment directions that you give. When you direct investments, your accounts are segregated for purposes of determining the earnings or losses on these investments. Your account does not share in the investment performance of other participants who have directed their own investments. You should remember that the amount of your benefits under the Plan will depend in part upon your choice of investments. Gains as well as losses can occur and your Employer, the Administrator, and the Trustee will not provide investment advice or guarantee the performance of any investment you choose. Periodically, you will receive a benefit statement that provides information on your account balance and your investment returns. If you have any questions about the investment of your Plan accounts, please contact the Administrator (or other Plan representative). Will Plan expenses be deducted from my account balance? The value of your account may be affected by investment management expenses, transactional costs and service charges. The Employer has elected to charge administrative fees to the Plan s trust. If you would like information on these fees and expenses, please contact the Administrator. The statement of your account will reflect all transactions affecting the value of your account. If you take a distribution from the Plan of all or a portion of your plan account (whether in-service or following termination of employment), certain administrative fees that are charged by the Plan's recordkeeper for the processing of these transactions will be charged directly against your account. The fees will be taken pro-rata from all of the mutual funds and collective investment funds in which your account is invested at the time the transaction is processed. The fees will not reduce the proceeds of the transaction requested (other than upon a complete distribution of your account). Contact the Plan Administrator at the address or phone number set forth in the Article entitled General Information About the Plan for further information about these fees. 15

19 What is my vested interest in my accounts? ARTICLE IV VESTING In order to reward employees who remain employed with the Employer for a long period of time, the law permits a vesting schedule to be applied to certain contributions that your Employer makes to the Plan. This means that you will not be entitled to ( vested in) all of the contributions until you have been employed with the Employer for a specified period of time. You are always 100% vested (which means that you are entitled to all of the amounts) in the accounts attributable to your elective deferrals (including Roth Elective Deferrals) and rollover contributions. Your vested percentage in your account(s) attributable to nonelective and matching contributions is based on vesting Years (or Periods) of Service. This means at the time you stop working, your account balance attributable to these contributions is multiplied by your vested percentage. The result, when added to the amounts that are always 100% vested as shown above, is your vested interest in the Plan, which is what you will actually receive from the Plan. You will always, however, be 100% vested if you are employed on or after your Normal Retirement Age. (See the question in Article VI entitled What happens if I terminate employment at normal retirement age?.) Your vested percentage is determined under the following schedule(s): Vesting Schedule Years (or Periods) of Service Percentage 1 25% 2 50% 3 75% 4 100% If you have employer contributions (other than those discussed above) that were contributed to your account before your Plan converted to the ADP recordkeeping system, these contributions may be vested on a different vesting schedule. Please consult your Plan s Administrator if you have any questions. How is my service determined for vesting purposes? You will be credited with a Period of Service for each twelve-month period from your date of employment until the date you terminate employment. The Administrator will track your service and will credit you with a Period of Service in accordance with the terms of the Plan. If you have any questions regarding your vesting service, you should contact the Administrator. 16

20 What service is counted for vesting purposes? In calculating your vested percentage, all service you perform for the Employer will generally be counted. However, there are some exceptions to this general rule. The Plan has Break in Service rules. If you terminate employment and are rehired, you may lose credit for prior service under the Plan s Break in Service rules. For vesting purposes, you will have a Break in Service if you are not employed with the Employer for a period of at least twelve consecutive months. However, if you are absent from work for certain leaves of absence such as a maternity or paternity leave, the twelve consecutive month period beginning on the first anniversary of your first day of such absence will not constitute a Break in Service. The Plan has a five-year Break in Service rule. The five-year Break in Service rule applies only to participants who had no vested interest in the Plan when employment had terminated. If you were not vested in any amounts when you terminated employment and you have five 1-Year Breaks in Service (as defined above), all the service you earned before the 5-year period no longer counts for vesting purposes. Thus, if you return to employment after incurring five 1-Year Breaks in Service, you will be treated as a new employee (with no service) for purposes of determining your vested percentage under the Plan. As a veteran, will my military service count as service with the Employer? If you are a veteran and are reemployed under the Uniformed Services Employment and Reemployment Rights Act of 1994, your qualified military service may be considered service with the Employer. If you may be affected by this law, ask your Administrator for further details. What happens to my non-vested account balance if I m rehired? If you have no vested interest in the Plan when you leave, your account balance will be forfeited. However, if you are rehired before incurring five 1-Year Breaks in Service, your account balance as of your termination date will be restored, unadjusted for any gains or losses. If you are partially vested in your account balance when you leave, the non-vested portion of your account balance will be forfeited on the earlier of the date: (a) of the distribution of your vested account balance, or (b) when you incur five consecutive 1-year Breaks in Service. If you received a distribution of your vested account balance and are rehired, you may have the right to repay this distribution. If you repay the entire amount of the distribution, your Employer will restore your account balance with your forfeited amount. You must repay this distribution within five years from your date of reemployment, or, if earlier, before you incur 17

21 five 1-Year Breaks in Service. If you were 100% vested when you left, you do not have the opportunity to repay your distribution. What happens if the Plan becomes a top-heavy plan? A retirement plan that primarily benefits key employees is called a top-heavy plan. Key employees are certain owners or officers of your Employer. A plan is generally a top heavy plan when more than 60% of the plan assets are attributable to key employees. Each year, the Administrator is responsible for determining whether the Plan is a Top-Heavy Plan. If the Plan becomes top heavy in any Plan Year, then non-key employees might be entitled to certain top-heavy minimum benefits, and other special rules will apply. These topheavy rules include the following: Your Employer might be required to make a contribution on your behalf in order to provide you with at least top-heavy minimum benefits. If you are a participant in more than one Plan, you might not be entitled to top-heavy minimum benefits under both plans. 18

22 ARTICLE V DISTRIBUTIONS PRIOR TO TERMINATION Can I withdraw money from my account while working? Generally, you may receive a distribution from the Plan prior to your termination of employment if you satisfy certain conditions. However, this distribution is not in addition to your other benefits and will therefore reduce the value of the benefits you will receive at retirement. This distribution is made at your election and will be made in accordance with the forms of distributions available under the Plan. The minimum amount you can receive as an inservice distribution is $500. You may request an in-service distribution from all accounts when you reach age 59 ½. Before you reach age 59 ½, in addition to hardship distributions (if available under the Plan as described below), you may request an in-service distribution from accounts attributable to your rollover contributions and after-tax employee contributions (if your Plan permits these types of contributions) at any time. See Article II above for additional information regarding availability of Roth Elective Deferrals for in-service distribution. 19

23 Can I withdraw money from my account in the event of financial hardship? You may withdraw money for financial hardship if you satisfy certain conditions. This hardship distribution is not in addition to your other benefits and will therefore reduce the value of the benefits you will receive at retirement. A hardship distribution may be made to satisfy certain immediate and heavy financial needs that you have. A hardship distribution may only be made for payment of the following: Expenses for medical care (described in Section 213(d) of the Internal Revenue Code) previously incurred by you, your spouse, your dependent or your primary beneficiary under the Plan or necessary for you, your spouse, your dependents, or your beneficiaries to obtain medical care; Costs directly related to the purchase of your principal residence (excluding mortgage payments); Tuition, related educational fees, and room and board expenses for the next twelve (12) months of post-secondary education for yourself, your spouse, your dependents or your beneficiaries; Amounts necessary to prevent your eviction from your principal residence or foreclosure on the mortgage of your principal residence; Payment for burial or funeral expenses for your deceased parent, spouse, children, other dependents or beneficiaries; Expenses for the repair of damages to your principal residence that would qualify for a casualty deduction under Section 165 of the Internal Revenue Code. A beneficiary is someone you designate under the Plan to receive your death benefit who is not otherwise your spouse or dependent. If you have any of the above expenses, a hardship distribution can only be made if you certify and agree that all of the following conditions are satisfied: (a) The distribution is not in excess of the amount of your immediate and heavy financial need. The amount of your immediate and heavy financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution; and (b) You have obtained all distributions, other than hardship distributions, and all nontaxable loans currently available under all plans maintained by your Employer; and (c) That your elective deferrals will be suspended for six (6) months after your receipt of the hardship distribution. The minimum amount you can request as a hardship distribution is $500. You may request a hardship distribution from all accounts. 20

24 There are restrictions placed on hardship distributions which are made from certain accounts. These accounts are the ones set up to receive your elective deferral contributions and other Employer contributions which are used to satisfy special rules that apply to 401(k) plans. Generally, the only amounts that can be distributed to you on account of a hardship from these accounts are your elective deferrals. The earnings on your elective deferrals and special Employer contributions may not be distributed to you on account of a hardship. Ask the Administrator if you need further details. Can I withdraw money from my account under any other circumstances? If you are a qualified member of the reserves, you also may be eligible to request a qualified reservist distribution. A qualified reservist distribution is an exception to Plan restrictions on withdrawal of elective deferrals. Further, the extra 10% tax on a payout before age 59 ½ doesn t apply to a qualified reservist distribution. A qualified reservist distribution from the Plan is: attributable to elective deferrals, available to a person who, because he or she is a member of a reserve component, was ordered or called to active duty for more than 179 days (or for an indefinite period), and made during the period that began or begins on the date of the order or call to duty and ended or ends at the close of the active-duty period. A person who receives or received a qualified reservist distribution may, during the twoyear period that begins on the day after the end of his or her active-duty period, contribute to an IRA an amount up to the amount of the qualified reservist distribution. Although the limits on IRA contributions don t apply to this special contribution, no deduction is allowed for it. This provision applies to a person ordered or called to active duty after September 11, 2001 and before December 31, 2007, and applies to a distribution after September 11, The two-year period for re-contribution can t end until August 16,

25 ARTICLE VI BENEFITS AND DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT When can I get money out of the Plan? This Plan is designed to provide you with retirement benefits. However, distributions are permitted if you die, become disabled, or terminate employment for any other reason. The rules under which you can receive a distribution are described in this Article. The rules regarding the payment of death benefits to your beneficiary are described in Article VI Benefits and Distributions Upon Death. You may also receive distributions while you are still employed with the Employer. (See the Article entitled Distributions Prior to Termination for a further explanation.) What happens if I terminate employment before death, disability or retirement? This Plan is designed to encourage you to stay with us until retirement. Payment of your account balance under the Plan is always available upon your death, disability, or retirement. If your employment terminates for reasons other than death, disability, or retirement, you will be entitled to receive only the vested portion of your account balance. You may elect to have your vested benefit distributed to you as soon as administratively feasible following your termination of employment. However, if the value of your vested benefit is $5,000 or less, a distribution of your vested account balance will be made to you as soon as administratively feasible after you terminate employment, regardless of whether you consent to receive it. (See the question entitled How will my benefits be paid to me? for an explanation of how these amounts will be paid.) Amounts in your rollover account will not be considered as part of your benefit in determining if the value of your vested account balance exceeds the $5,000 threshold used to determine whether you must consent to a distribution. What happens if I terminate employment at Normal Retirement Age? You will attain your Normal Retirement Age when you reach age 65. Your Normal Retirement Date is the date on which you attain your Normal Retirement Age. You will become 100% vested in all of your accounts under the Plan if you retire on or after your Normal Retirement Age. However, the actual payment of benefits generally will not begin until you have terminated employment and reached your Normal Retirement Date. In such event, a distribution will be made, at your election, as soon as administratively feasible. If you remain employed past your Normal Retirement Date, you may generally defer the receipt of benefits until you actually terminate employment. In such event, benefit payments will begin as soon as feasible at your request, but not later than age 70 ½. (See the question entitled How will my benefits be paid to me? for an explanation of how these benefits will be paid.) 22