SUMMARY PLAN DESCRIPTION. for. BRISTOL BAY NATIVE CORPORATION 401(k) SAVINGS PLAN

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1 SUMMARY PLAN DESCRIPTION for BRISTOL BAY NATIVE CORPORATION 401(k) SAVINGS PLAN July 1, 2013

2 TABLE OF CONTENTS Page 1. Plan Sponsor Plan Name Plan Number Type of Plan Plan Administrator Trustee/Trust Fund Custodian Employer Hours of Service Eligibility to Participate Your Contributions and Employer Contributions Special Rules for Contributions Vesting Participant Direction of Investment Payment of Benefits After Termination of Employment Payment of Benefits Prior to Termination of Employment Participant Loans Disability Benefits Payment of Benefits Upon Death Tax Consequences of Benefits Paid Qualified Domestic Relations Order (QDRO) Procedure Disqualification of Participant Status - Loss or Denial of Benefits Assignment of Your Account Fees and Expenses Service of Legal Process USERRA Termination of Plan Claims Procedure Participant s Right s under ERISA... 25

3 INTRODUCTION We all look forward to the day we can retire. We plan to take trips, have more time for hobbies, or pursue our dreams. The Bristol Bay Native Corporation 401(k) Savings Plan (the Plan ) can help you achieve your retirement goals. The Plan allows you to defer a portion of your compensation to the Plan on a pre-tax basis, on an after-tax (Roth) basis, or both. The Plan also allows your Employer to make Employer safe harbor matching contributions and Employer discretionary profit sharing contributions. You choose how to invest your contributions, your safe harbor matching contributions, and your discretionary profit sharing contributions. The Plan can provide valuable income at retirement. In addition to retirement, the Plan may provide benefits in the event of your death, disability or termination of employment prior to retirement. You may also receive payment from certain accounts under the Plan while you are working if you meet the applicable requirements. The following is a list of some terms used in this Summary: Accounts. Your contributions, any Employer contributions, and other contributions (such as rollover contributions) are held in separate accounts within your total account for bookkeeping purposes. Advisory Committee. The group of people appointed by the Company to assist the Company with the administration of the Plan. Company. The Company is Bristol Bay Native Corporation. Employer. The Employer is the Company or any subsidiary of the Company that is a participating employer in the Plan. Employer Contributions. The Employer will make safe harbor matching contributions equal to a portion of your deferral contributions. The Employer may also make discretionary profit sharing contributions to the Plan for eligible Participants. Participant. You become a Participant in the Plan once you satisfy the Plan s eligibility requirements. Vested. Vested refers to how much of the balance in your accounts that you own. Your percentage of ownership will depend on various factors, including your age and length of service. For example, you own, are 100% vested in your deferral contributions, your safe harbor matching contributions and your rollover contributions at all times.

4 Plan Year. A Plan Year is the calendar year. This booklet is a summary of the Plan. It describes the general operation of the Plan and outlines your rights and obligations under the Plan. It is, however, only a summary. It does not describe every Plan feature, nor is it used to administer the Plan. Neither the receipt of this booklet nor the use of the term you indicates that you are eligible for a benefit under the Plan. Only those employees who satisfy the eligibility requirements and other criteria contained in the Plan are eligible for a benefit. Neither the receipt of this booklet nor the terms of the Plan creates a right for you to be retained in employment. The Plan s official terms are in the Plan document entitled Bristol Bay Native Corporation 401(k) Savings Plan and Trust, along with any amendments to that document. The Plan Administrator will only use the official Plan document to administer the Plan and resolve any disputes. If there is a discrepancy between this Summary and the Plan document, the Plan document will control. If you have questions about the Plan, you should contact the Plan Administrator. -2-

5 SUMMARY PLAN DESCRIPTION 1. Plan Sponsor. The Company is the Plan Sponsor. The legal name, address, and Federal employer identification number of the Company are: Bristol Bay Native Corporation 111 W. 16th Avenue, Suite #400 Anchorage, Alaska EIN: Plan Name. The official name of the Plan is the Bristol Bay Native Corporation 401(k) Savings Plan. 3. Plan Number. The Company has assigned 002 as the Plan number. 4. Type of Plan. The Plan is commonly known as a profit sharing plan with a 401(k) arrangement. Under this type of plan, there is no fixed dollar amount of retirement benefits. Your actual retirement benefit will depend on the amount of your account balances at the time of retirement. Your account balances will reflect the Employer s contributions, your own deferral contributions, if any, the period of time you participate in the Plan, and your success in directing the investment of your accounts. Prior to May 1, 2003, the Company maintained a separate money purchase pension plan. That plan was merged with and into this Plan on May 1, If you were a participant in the Bristol Bay Native Corporation Defined Benefit Pension Plan on December 31, 1988, your accrued benefit under that plan was transferred to the Company s money purchase pension plan and an account was established in your name in the amount of your benefit. That account was subsequently transferred to this Plan, on May 1, 2003, when the money purchase pension plan was merged with and into this Plan. A governmental agency known as the Pension Benefit Guaranty Corporation (PBGC) insures the benefits payable under plans which provide for fixed and determinable retirement benefits. This Plan does not provide a fixed and determinable retirement benefit. Therefore, the PBGC does not include this type of plan within its insurance program. 5. Plan Administrator. The Company is the Plan Administrator but the Company has appointed the Advisory Committee to assist the Company with the administration of the Plan. The Company has also appointed an individual to take certain actions on behalf of the Company as Plan Administrator, such as filing various reports, forms and returns with the Department of Labor and the Internal Revenue Service and providing participants and beneficiaries of deceased participants with certain information regarding the Plan. -3-

6 Communications to the Plan Administrator should be addressed to: Bristol Bay Native Corporation Attn: Plan Administrator of 401(k) Savings Plan 111 W. 16th Avenue, Suite #400 Anchorage, Alaska Telephone: (907) Communications to the Advisory Committee should be sent to the attention of the Advisory Committee at the address listed above. 6. Trustee/Trust Fund Custodian. The assets of the Plan are held in a trust fund. The trustee invests the trust fund in investment funds as directed by each Participant. The Plan s trustees are Terri Clemens, Greg French, Yvonne Huber, Rhonda Lamp, Patrick Patterson, Jeffrey Sinz and Rebecca Shorrock. The trustees can be contacted at the above address for the Plan Administrator. TD Ameritrade Trust Company is the custodian of the assets of the trust fund. All contributions to the Plan are held in trust, and all benefits are distributed from the trust fund. The trust fund records are maintained on a plan year basis. 7. Employer. Employer means the Company or any subsidiary of the Company who has adopted the Plan for its eligible employees. Participants and beneficiaries may receive from the Company, on written request, information as to whether a particular subsidiary of the Company is a participating Employer in the Plan, and if it is, its address. 8. Hours of Service. To become a Participant in the Plan, to be eligible to receive an allocation of the Employer discretionary profit sharing contribution for a plan year, and to advance on the vesting schedule (applicable only to Employer discretionary profit sharing contributions), the Plan requires you to complete a minimum number of hours of service during a specified period. The sections covering eligibility to participate, vesting and employer discretionary profit sharing contributions explain this aspect of the Plan in the context of those topics. However, hour of service has the same meaning for all purposes of the Plan. In general, an Hour of Service means each hour for which the Employer pays you, directly or indirectly, or for which you are entitled to payment, for the performance of your employment duties. You also will receive credit for certain hours during which you do not work if the Employer pays you for those hours, such as paid vacation. If, however, your Employer does not keep track of the actual hours you work, then you will be credited with a specified number of hours for each payroll period that you work at least one hour for your Employer. For example, if you are paid weekly and your Employer does not keep track of your actual hours worked, your Employer will credit -4-

7 you with 45 hours of service for each weekly payroll period that you are credited with at least one hour of service. If you are paid bi-weekly and your Employer does not keep track of your actual hours worked, your Employer will credit you with 90 hours of service for each bi-weekly payroll period that you are credited with at least one hour of service. If you are paid semi-monthly and your Employer does not keep track of your actual hours worked, your Employer will credit you with 95 hours of service for each semimonthly payroll period that you are credited with at least one hour of service. If you are paid monthly and your Employer does not keep track of your actual hours worked, your Employer will credit you with 190 hours of service for each monthly payroll period that you are credited with at least one hour of service. Contact the Plan Administrator for details. 9. Eligibility to Participate. Eligibility for New Hires. If you are employed by the Employer as an Eligible Employee, you will become a Participant eligible to enroll to make deferral contributions on a pre-tax basis, on a after-tax (Roth) basis, or both, on the first day of the calendar month coincident with or next following the date you have both (i) attained age 20-1/2, and (ii) completed one (1) hour of service. You will become a Participant eligible to receive Employer safe harbor matching contributions and Employer discretionary profit sharing contributions as of the January 1 or July 1 immediately following the date you have completed one year of eligibility service. If you are not employed as an Eligible Employee at that time, you will become a Participant eligible to receive Employer safe harbor matching contributions and Employer discretionary profit sharing contributions when you become an Eligible Employee. In general, Eligible Employee means all workers classified by the Employer as employees on both payroll and personnel records. But this excludes services classified by the Employer as: (1) employment under a collective bargaining agreement unless that agreement expressly provides for the employee s coverage, (2) employment as a nonresident alien, (3) individuals performing work in Puerto Rico, Guam, American Samoa and other U.S. territories, (4) employment at a new division or facility of the Employer which is established in connection with an acquisition occurring after January 1, 2013, unless the Advisory Committee designates such individuals as Eligible Employees, (5) temporary employees hired to work on a specific project or for a specified period of time of 12 months or less, (6) seasonal employees hired to work for a specific season for a period of 9 months or less, and (7) United States citizens and resident aliens performing services outside the United States that are not being paid on a U.S.-based payroll and are subject to taxation in the foreign jurisdiction unless the Advisory Committee designates otherwise. Workers not classified by the Employer as employees are not Eligible Employees, including but not limited to, service as a leased -5-

8 employee, independent contractor, agency worker, freelance worker, consultant or other similar classification. In general, a year of eligibility service means a computation period in which you complete at least 1,000 hours of service. Your service for eligibility begins to count as of your first day of work. Your initial computation period is the 12-month period beginning on your first day of work. You receive credit for a year of eligibility service as soon as you complete at least 1,000 hours of service. If you do not have at least 1,000 hours of service in your first 12 months of employment, you will earn a year of eligibility service by completing 1,000 hours of service during any plan year beginning after your first day of work. Example. David starts full-time work as an Eligible Employee on July 2, 2013, when he is age 22. David becomes a Participant in the Plan eligible to make pre-tax contributions, after-tax (Roth) contributions or both beginning August 1, 2013, which is the first day of the calendar month coincident with or next following the date he completes one (1) hour of service. If David completes at least 1,000 hours of service during the period from July 2, 2013, to December 31, 2013, he will be credited with a year of eligibility service as of December 31, Beginning January 1, 2014, David will be eligible to receive Employer safe harbor matching contributions and Employer discretionary profit sharing contributions (if his Employer makes an Employer discretionary profit sharing contribution for the plan year and he qualifies to receive an allocation of Employer discretionary profit sharing contribution as described in Section 10). Example. Susan starts part-time work as an Eligible Employee on March 18, 2013, when she is age 30. She becomes a Participant in the Plan eligible to make pre-tax contributions, after-tax (Roth) contributions or both beginning April 1, 2013, which is the first day of the calendar month coincident with or next following the date she completes one (1) hour of service. Susan does not complete at least 1,000 hours of service during her first 12 months of employment ending March 17, She does complete 1,000 hours of service during the period from January 1, 2014 through October 31, 2014, and she is credited with one year of eligibility service as of December 31, Beginning January 1, 2015, Susan will be eligible to receive Employer safe harbor matching contributions and Employer discretionary profit sharing contributions (if her Employer makes an Employer discretionary profit sharing contribution for the plan year and she qualifies to receive an allocation of the Employer discretionary profit sharing contribution as described in Section 10). Example. John starts full-time work on May 3, 2013, when he is age 45 in a job classification that is not considered to be an Eligible Employee (for example, a seasonal employee). Because he is not an Eligible Employee, he is not eligible to become a Participant in the Plan. He does, however, complete more than 1,000 hours of service during the period from May 3, 2013 through September 20, 2013, his last day of -6-

9 employment as a seasonal employee. On January 14, 2014, John is rehired as a full-time employee in a job classification that is considered to be an Eligible Employee. He will become a Participant in the Plan on January 14, 2014, because he had previously satisfied the eligibility requirements. Eligibility for Rehired Employees. If you were previously employed by the Employer, you can enroll in the Plan again immediately after you are rehired as an Eligible Employee. If you had previously completed a year of eligibility service, you will be eligible to receive Employer safe matching contributions and Employer discretionary profit sharing contributions. If you had not previously completed a year of eligibility service, you must first complete a year of eligibility service before you will become a Participant eligible to receive Employer safe harbor matching contributions and Employer discretionary profit sharing contributions. 10. Your Contributions and Employer Contributions. Your Deferral Contributions. If you are eligible to participate in the Plan, you may enroll in the Plan and choose to contribute a percentage of your compensation (as defined below) each pay period to the Plan on a pre-tax basis, on an after-tax Roth basis, or both. The HR Department will provide you with an enrollment kit and a 401(k) savings plan enrollment form which will explain your salary reduction options. Your Employer will begin taking the contributions out of your compensation as soon as practicable after you enroll. Pre-Tax Contributions. You may contribute up to 75% of your compensation each pay period to the Plan on a pre-tax basis. If you enroll to make pre-tax contributions to the Plan, your pre-tax contributions will be credited to your Deferral Contributions Account. Pre-tax contributions are not included in your federal taxable income in the year in which you make such contributions. However, these contributions are subject to social security taxes. This ensures that you will continue to receive credit in the social security system for that portion of your compensation contributed to the Plan. Your pre-tax contributions (and the money that these contributions earn while in the Plan) are not subject to federal income until they are distributed to you. Roth Contributions. You may contribute up to 75% of your compensation each pay period to the Plan on an after-tax Roth basis and, if you choose to make both pre-tax contributions and Roth contributions, your combined contribution percentage may not exceed 75% of your compensation. If you enroll to make after-tax Roth contributions to the Plan, your Roth contributions will be credited to your Roth Deferral Account. Roth contributions are included in your federal taxable income in the year in which you make such contributions. If you are performing services outside the United States and you are being paid on a U.S.-based payroll, you may make Roth contributions provided your Employer is withholding federal income tax from your compensation. Roth contributions are subject to social security taxes. This ensures -7-

10 that you will continue to receive credit in the social security system for that portion of your compensation contributed to the Plan. Your Roth contributions (and the money that these contributions earn while in the Plan) will not be subject to federal income tax at the time of distribution if the distribution is a qualified distribution. If the distribution is not a qualified distribution, any earnings on your Roth contributions will be subject to federal income tax at the time of distribution. See the Tax Consequences of Benefits Paid section for more information regarding qualified withdrawals of Roth contributions. The tax rules governing Roth contributions are complicated. You may want to consult your tax advisor regarding the financial impact of electing to make Roth contributions and how they might fit into your retirement income planning. Changing or Stopping Deferral Contributions. You may change your contribution percentage or discontinue your contributions at any time. These changes will generally become effective as soon as administratively practicable after you submit your request for change to the HR Department. If you discontinue your contributions, you may resume your contributions by filing a new 401(k) savings plan enrollment form with the HR Department. Annual Limit on Deferral Contributions. Federal law has an annual limit (as adjusted for cost of living) on the amount of pre-tax and Roth contributions that you may contribute each year, regardless of the contribution percentage(s) you have selected. If you will be age 50 or older before the end of the calendar year, you may make additional pre-tax and/or Roth contributions referred to as catch-up contributions. The adjusted limit for 2013 for Participants who are under age 50 is $17,500. The adjusted IRS limit for 2013 for Participants who are age 50 or older is $23,000 (i.e., $17,500 of regular pre-tax and Roth contributions and $5,500 of catch-up contributions). The applicable limit is reduced by the amount of any similar contributions you make to any other employer s retirement plan. If you participate in another employer s retirement plan, it is your responsibility to ensure that your total contributions under this Plan and the other retirement plan for the year do not exceed the annual limit. Your Rollover Contributions. With the Advisory Committee s consent, you may make a rollover contribution, either directly or indirectly, to this Plan from another qualified Plan or an IRA (individual retirement account). Generally, you may roll over assets from most other tax-qualified retirement plans (specifically, section 401(a) qualified plans, section 403(a) annuity plans, section 403(b) tax-sheltered annuities and governmental 457(b) plans) and from traditional individual retirement accounts ( IRAs ). The Advisory Committee may decline to accept rollovers from another retirement plan or an individual retirement account into the Plan. In addition, you cannot roll over after-tax contributions or a hardship payment from another retirement plan or individual retirement account into the Plan. Your rollover contribution will be credited to your Rollover Account. -8-

11 Employer Safe Harbor Matching Contributions. After you have become a Participant in the Plan for purposes of receiving Employer safe harbor matching contributions, the Employer will start making safe harbor matching contributions to the Plan on your behalf provided you are making deferral contributions. If you are eligible to receive a safe harbor matching contribution, the safe harbor matching contribution will be based on the amount of your deferral contributions. The safe harbor matching contribution will be an amount equal to 100% of your deferral contributions for the pay period up to 5% of compensation (as defined below). Your deferral contributions include pre-tax contributions, Roth contributions and catch-up contributions. In other words, your Employer will match $1 for each $1 you contribute up to the first 5% of your compensation each pay period. All safe harbor matching contributions from your Employer are credited to your Safe Harbor Matching Contributions Account. If at the end of the plan year, your total safe harbor matching contribution for the plan year is less than 100% of the first 5% of compensation that you contributed to the Plan for the plan year, the Employer will make an end-of-year true-up contribution so your total safe harbor matching contribution for the plan year will be not less than 100% of the first 5% of compensation that you contributed for the plan year. Exception: If you are first eligible to receive safe harbor matching contributions as of July 1, your end-of-year true-up contribution for that plan year will be based on your deferral contributions and compensation from July 1 through the end of the plan year. Employer Discretionary Profit Sharing Contributions. Each plan year, your Employer may make discretionary profit sharing contributions to the Plan. Your Employer will propose the level of employer discretionary profit sharing contributions for the plan year. The level of employer discretionary profit sharing contributions proposed by your Employer and the other Employers must be approved by the Board of Directors of the Company. Your Employer is not required to make an employer discretionary profit sharing contribution to the Plan each plan year. The amount of the employer discretionary profit sharing contribution may vary from year to year by Employers or profit centers. A profit center is a substantially integrated economic unit designated by the Board of Directors of the Company as a separate profit center for purposes of the Plan. Each participating Employer will be considered a single profit center until the Board of Directors designates otherwise. Even though the amount of the Employer discretionary profit sharing contribution may vary from year to year, the maximum contribution for any given year is not expected to exceed five percent (5%). In addition, if the Board of Directors does not approve an employer discretionary profit sharing contribution for a particular participating Employer (or profit center) for the plan year, the amount of the employer discretionary profit sharing contribution for that participating Employer (or profit center) will be zero percent (0%) for that plan year. -9-

12 If your Employer makes an employer discretionary profit sharing contribution for the plan year and you qualify to receive an allocation of the Employer discretionary profit sharing contribution (as described below), the amount of the contribution will be a percentage of your compensation (as defined below) for that plan year. If you become a Participant eligible to receive Employer contributions during the plan year, the compensation you earn before you become a Participant is not used to calculate your employer discretionary profit sharing contribution for that plan year. If you work for more than one Employer (or profit center) during the plan year and both Employers (or profit centers) make an employer discretionary profit sharing contribution and you qualify (as described below), you will receive a separate contribution from each Employer (or profit center) based on your compensation from each Employer (or each profit center). You will qualify to receive an allocation of the employer discretionary profit sharing contribution for the plan year, if you satisfy the following requirements: (1) you satisfied the eligibility requirements for Employer contributions (see the Eligibility to Participate section for more details), (2) you complete at least 1,000 hours of service during the plan year, and (3) you are employed on the last day of the plan year (i.e., December 31). If you retire at or after age 65, die or become disabled during the plan year, then requirements (2) and (3) do not apply. In general, disabled means you are entitled to disability benefits under the Employer s long-term disability plan. If your Employer makes an employer discretionary profit sharing contribution for the plan year and you qualify to receive an allocation of such contribution for the plan year (as described above), the contribution will be allocated to your Employer Contributions Account. Compensation. In general, compensation means all wages, salary and other compensation the Employer pays you, but only to the extent includible in your gross income. Compensation includes any amounts that would have been paid to you if you had not enrolled to make deferral contributions under this Plan, another 401(k) plan, a section 125 cafeteria plan or a section 132(f)(4) qualified transportation fringe benefit plan. Compensation does not include: (i) reimbursements or expense allowances, (ii) fringe benefits (cash and noncash), (iii) moving expenses, (iv) deferred compensation, (v) welfare benefits, (vi) pay received before you became a Participant in the Plan, (vii) pay in excess of the annual limit of $255,000 for 2013 (and as adjusted for cost of living), (viii) severance pay and (ix) regular pay (i.e., salary, wages, bonuses and commissions) and unused accrued vacation or leave that is paid to you after the later of (a) the December 31st of the year in which you terminate employment, or (b) 2-1/2 months after your last day of employment. -10-

13 11. Special Rules for Contributions. In addition to the limits described earlier, federal law limits the amount that may be contributed to your accounts each plan year, an annual addition limit. The maximum annual addition to your accounts for any plan year ending after January 1, 2013, cannot exceed the lesser of 100% of your pay for the plan year or $51,000 (as adjusted for cost of living from time to time). The annual addition includes all contributions (other than catch-up contributions) credited to your account under this Plan and any other defined contribution plans maintained by the Employer and all affiliated companies for the plan year. If your pre-tax and/or Roth contributions under this Plan for a particular calendar year exceed the applicable dollar limitation in effect for that year (for example, $17,500 for 2013 for Participants who are under age 50 and $23,000 for 2013 for Participants who are age 50 or older), the Plan will refund the excess amount, plus any earnings (or loss) allocated to that excess amount. If your deferral contributions under this Plan and another employer s retirement plan for a particular calendar year exceed the dollar limitation in effect for that year, federal law permits you to request that any excess amount be returned to you. If you designate this Plan as holding the excess amount for the year, you must notify the Plan Administrator of that designation by March 1 of the following calendar year. The Trustee will distribute the excess amount to you, plus earnings (or loss) allocated to that excess amount. If the Plan becomes top heavy as defined under federal tax laws, certain changes will become effective (such as different contribution rules). If that occurs and you are affected, you will be informed. 12. Vesting. You are 100% vested in your deferral contributions, your Employer safe harbor matching contributions (and any Employer matching contributions made for plan years ending on or before December 31, 2006) and your rollover contributions (if any) at all times. If you are employed by the Employer when you attain normal (65) or early retirement age (55 and 5 years of service), die or become disabled, you will be fully (100%) vested in your Employer discretionary profit contributions. At any other time, you are vested in your Employer discretionary profit contributions (and any Employer nonelective contributions made for plan years ending on or before December 31, 2011) based on your years of service with the Employer and all affiliated companies and in accordance with the following vesting schedule: -11-

14 Years of Service Vested Percentage in Your Employer Contributions Account Less than 2 0% 2 20% 3 40% 4 60% 5 or more 100% Year of Service. To determine your percentage under the vesting schedule, a year of service means a 12-month vesting service period in which you complete at least 1,000 hours of service. The Plan measures the vesting service period as the plan year. The plan year is the calendar year. If you complete at least 1,000 hours during a plan year, you will receive credit for a year of service even though you are not employed by the Employer on the last day of that plan year. All service with the Employer or any affiliated company counts towards vesting including service prior to the time you became a Participant in the Plan. Forfeitures. Any portion of your Employer Contributions Account that is not vested when your employment ends will be forfeited unless you return to employment before a specified period of time (see Restoration of Forfeiture section below). The forfeited amount will be used to restore the accounts of rehired Participants or to reduce future Employer contributions to the Plan. Rehired Employees. If you are rehired, your service both before and after your rehire will be used to determine your vesting in the Employer discretionary profit sharing contributions (and investment earnings) you receive after you are rehired. Restoration of Forfeitures. If your employment ends and you are rehired later, your rights to the nonvested portion of your Employer Contributions Account accumulated before your employment ended will differ based on whether you do or do not have five consecutive one-year breaks in service. A one-year break in service means a plan year in which you complete less than 501 hours. Return Within Five Years. Generally, if you return before you have had five consecutive one-year breaks in service, the nonvested portion of your Employer Contributions Account will be restored. You will then have the opportunity to become further vested. However, there is a possible exception to this rule if you received a distribution from the Plan after your employment ended. In that case, you must first pay back your prior distribution before the nonvested portion of your Employer Contributions Account will be restored. If this nonvested portion is restored, you can become vested in it with your additional service. -12-

15 Return After Five Years. If you return after you have had five consecutive one-year breaks in service, the nonvested portion of your Employer Contributions Account will have been permanently forfeited and you will never have an opportunity to restore it. 13. Participant Direction of Investment. Each Participant will have a separate account for bookkeeping purposes. For investment purposes, however, all accounts will be combined in a single trust fund. The Trustee (see Section 6) will invest the trust fund in investment funds as directed by Participants. Participant Direction of Investments. You have the opportunity to invest your deferral contributions, your Employer contributions and any amounts transferred from a prior plan in several investment funds. Each of the investment funds has different financial goals. In addition, you may choose to invest in other mutual funds through the mutual fund window option. See the paragraph below entitled Mutual Fund Window Option for more details. The HR Department will supply information describing the core investment funds and how to make your investment directions. Your investment directions must be made in accordance with procedures established by the Advisory Committee. You may change at any time your investment direction both with respect to prior and future contributions. If you do not make investment directions, your contributions and your Employer contributions will be invested in the Plan s default investment fund, which is the Vanguard Target Retirement Fund with a target year closest to the year in which you will reach age 65. This fund will gradually shift its emphasis from more aggressive investments to more conservative ones based on its target retirement year. An investment in the Vanguard Target Retirement Fund is not guaranteed at any time, including on or after the target retirement year. The Vanguard Target Retirement Fund is a qualified default investment alternative (QDIA). A QDIA is an investment fund with characteristics approved by the U.S. Department of Labor as default investments when plan participants do not make investment elections. The Plan is intended to be a type of plan described in section 404(c) of ERISA and Title 29 of the Code of Federal Regulations section c 1. This means that you (and not any plan fiduciary) will be responsible for any investment losses that result from your investment directions. Mutual Fund Window Option. The mutual fund window option (the Mutual Fund Window option ) is an investment option that is outside of the Plan s normal investment fund line-up (the core investment options ) that you can utilize via 401save.com. Under the Mutual Fund Window option, you can open a self-directed brokerage account with TD Ameritrade Trust Company and the self-directed brokerage account provides you with access to over 13,000 mutual funds. The Mutual Fund Window option is designed for experienced investors who want to independently and actively manage their -13-

16 investments and who are willing to pay additional fees and accept full responsibility for researching, selecting, monitoring and managing their investments. Before you can invest in the Mutual Fund Window option with TD Ameritrade Trust Company, you must have an account balance of at least $5,000 in your core investment options. The minimum transfer amount is $2,500. The maximum transfer amount is limited to an amount that will not result in the sum of such amount and your current Mutual Fund Window balance exceeding 50% of your total account balance. You must maintain a minimum balance of $2,500 in your core investment options. Your investments in the Mutual Fund Window option are made through transfers from your core investment options. You cannot direct that your future contributions to the Plan be invested in the Mutual Fund Window option. Your future contributions to the Plan must be invested in the core investment options. If you wish to invest in the Mutual Fund Window option, you must complete and return the SDBA Agreement and the TDA Ameritrade Account Agreement to your HR Department. You may contact your HR Department for copies of these documents. The HR Department will forward your completed documents to TD Ameritrade Trust Company and TD Ameritrade Trust Company will send you a welcome kit that includes your SDBA number and explains the services, procedures, commissions and fees. If you choose to invest in the Mutual Fund Window option, you will be charged an annual fee of $100. This fee will be deducted from your core investments in your account. In addition, you will pay additional fees associated with the Mutual Fund Window option (such as brokerage commissions and fees, investment management fees and other fees charged by the mutual funds). Adjustment of Accounts. All accounts will be adjusted each business day to show their proportionate share of any gains or losses. The value of your account at any time will depend both on the amount of contributions and on the investment performance of the investments that you select. Additionally, administrative and investment expenses may be paid out of the trust fund. Account Statements. The Trustee keeps financial records and maintains a record of your investments. The balances in your Plan account are determined daily. You will receive quarterly statements summarizing the activity in your account (such as opening balances, contributions, investment transfers, investment earnings or losses, withdrawals, distributions and closing balances) by investment fund as of the end of each quarter of the calendar year and information concerning the value of the shares or units of the investment funds held in your account. Investment Restrictions. Some or all investment funds may impose trading fees, have restrictions on the number of times you may transfer into and out of that -14-

17 investment fund or restrictions on the length of time you must hold a particular investment fund. Contact the Plan Administrator for details. 14. Payment of Benefits After Termination of Employment. Payment of your vested account balance can be made as soon as administratively practicable after you terminate employment with the Employer and all affiliated companies. If your vested account balance does not exceed $1,000, the Plan will distribute your vested account balance to you in a lump sum as soon as administratively practicable after your employment ends. If your vested account balance exceeds $1,000, the Plan will commence distribution to you at the time you elect to commence distribution. If you terminate and want to leave your money in the Plan, and your vested account balance is over $1,000, your vested account will continue to be credited with gains and losses according to the performance of the investments you choose. You may not add contributions to your account, and you will not receive Employer safe harbor matching contributions or Employer discretionary profit sharing contributions. You must begin to receive payments from the Plan by your required beginning date (generally the year in which you reach age 70-1/2). Automatic Payment at Required Beginning Date. Generally, if you have not applied for payment of your vested account balance before your required beginning date, you will automatically receive minimum required payments from your vested account no later than the April 1 after the year in which you reach age 70-1/2. If, however, you are actively employed by the Employer at age 70-1/2 and you are not a 5% owner of the Employer, payment will be delayed until the April 1 following the year in which your employment ends. Forms of Benefit Payment. If your vested account balance does not exceed $5,000, the Plan will distribute your account balance to you in a lump sum. If your vested account balance exceeds $5,000, the Plan must distribute your account balance to you in the form of a joint and survivor annuity contract (as described below) unless you waive payment by joint and survivor annuity contract and elect to receive distribution under any one, or a combination, of the following methods: (a) (b) (c) Lump sum. Part lump sum and part installments, as described in (c). Installment payments (annually, quarterly or monthly) over a specified period of time, not exceeding your life expectancy or the joint life expectancy of you and your beneficiary. -15-

18 Joint and Survivor Annuity Contract. A joint and survivor annuity contract will provide you with monthly income for your life. Following your death, the contract will provide 50% or 75%, whichever you elect, of that monthly income to your spouse for life. Spouse means the person to whom you are married at the time benefit payments commence. Any later changes in marital status will be disregarded. If you are not married at the time benefit payments commence, the joint and survivor annuity simply is a life annuity, meaning you receive monthly income for your life and payments end upon your death. To provide the joint and survivor annuity, the Trustee will use your account balance to purchase that type of annuity contract from an insurance company. The exact monthly annuity payable to you will depend upon the amount of your account balance and the insurance company s annuity rates at the time of the purchase. The Plan Administrator will provide you a written notice explaining the joint and survivor annuity, your waiver rights, and the spousal consent requirements. The Plan Administrator will provide you an appropriate form to elect to receive your benefits in the form of a joint and survivor annuity, or to elect not to receive your benefits in that form. The form the Plan Administrator will provide you will explain the economic effect of taking your benefits in the form of a joint and survivor annuity. The Plan must make any distribution described in Sections 14, 15, and 17 in the form of the joint and survivor annuity if your account balance exceeds $5,000, unless you properly elect a different form of payment. If you are married, your spouse must consent in writing to your election to waive payment in the form of a joint and survivor annuity contract. 15. Payment of Benefits Prior to Termination of Employment. You can also receive distributions from certain accounts or in certain circumstances while you are employed. To receive a payment from your account while you are still employed, you must complete a withdrawal election form. The Plan Administrator will provide you with a withdrawal election form. If the amount of your withdrawal is greater than the amount available in your core investments under the Plan and you have a Mutual Fund Window account, you will need to transfer assets from your Mutual Fund Window account to your core investments before your withdrawal request will be processed. In-Service Withdrawals After Attaining Normal Retirement Age. You may request an in-service withdraw of all or a portion of account under the Plan if you have attained normal retirement age (age 65). In-Service Withdrawals After Attaining Age 62. If you have attained age 62 but you have not attained age 65, you may request an in-service withdrawal of all or a portion of your account balance attributable to Employer contributions under the Plan (i.e., safe harbor matching contributions, matching contributions made prior to 2007, discretionary profit sharing contributions and nonelective contributions). The minimum distribution amount is $1,000. The maximum amount you may withdraw from your -16-

19 Employer contributions accounts is 50% of the vested balance of such accounts. You may request only one in-service withdrawal per calendar year. In-Service Withdrawals After Attaining Age 59-1/2. You may request an in-service withdraw of all or any portion of your Deferral Contributions Account and your Roth Deferral Account under the Plan if you have attained age 59-1/2 or older. Hardship Distribution. In some situations, you may request a hardship distribution from your Deferral Contributions Account (excluding any earnings on such account after December 31, 1988) and your Matching Contributions Account (which holds matching contributions made for plan years ending on or before December 31, 2006). Your other accounts, including your Roth Deferral Account, are not available for hardship distribution. A hardship distribution is available only for an immediate heavy financial burden due to one of the following circumstances: (i) unreimbursed medical expenses incurred by you, by your spouse, and by any of your dependents or expenses necessary to obtain that medical care; (ii) the costs directly related to the purchase of your principal residence (excluding mortgage payments); (iii) payment of tuition, room and board, and related educational expenses, for the next 12 months of post-secondary education for you, your spouse or your dependents; (iv) payments necessary to prevent your eviction from your principal residence or foreclosure on your principal residence; (v) payments for burial and funeral expenses for your deceased parent, spouse, child or dependents; or (vi) payments for expenses for the repair of damage to your principal resident that would qualify for the casualty deduction under section 165 of the Internal Revenue Code. You may also request a hardship distribution for certain medical, educational and funeral expenses of a qualifying beneficiary. A qualifying beneficiary is the beneficiary you have properly designated pursuant to the terms of the Plan. The hardship distribution cannot exceed the amount of the immediate and heavy financial need created by the hardship, but may include amounts necessary to pay any reasonably anticipated federal, state or local income taxes and penalties as a result of the distribution. Also, you must obtain all other payments and loans available under this Plan (and any other plans maintained by the Employer and all affiliated companies) before you can receive a hardship distribution. To receive a hardship distribution, you must contact the HR Department to request a hardship application form. You will be asked to provide documentation supporting your hardship distribution request. Your completed application and supporting document should be returned your local HR Department. If your hardship request is approved, distribution will be made in a lump sum. A hardship distribution cannot be rolled over to an IRA or another qualified plan. If you receive a hardship distribution from the Plan, your deferral contributions, including catch-up contributions and Roth contributions, under this Plan (and any other plans maintained by the Employer and all affiliated companies) will be canceled for six months after the date your receive the hardship distribution. -17-

20 Qualified Reservists Distributions. If you are called to active duty in the uniformed services for a period of at least 179 days, you may request an in-service withdrawal of all or a portion of your Deferral Contributions Account. Other than the withdrawal rights described in this Section 15 and the post-age 70-1/2 distribution requirement described in Section 14 for a more than 5% owner, the Plan does not permit you to receive a payment of any portion of your vested account balance for any other reason, until after you terminate employment with the Employer and all affiliated companies. 16. Participant Loans. Upon application to the Plan Administrator, you may borrow money from your accounts (except your Roth Account). The maximum amount you may borrow at any time is the lesser of: (i) 50% of your vested account balance or (ii) $50,000 minus your highest outstanding loan balance(s) with the prior 12 months. If the amount of your loan request is greater than the amount available in your core investments under the Plan and you have an SDBA account, you will need to transfer assets from your SDBA account to your core investments before your loan request will be processed. Loans will bear a reasonable rate of interest, and will be repaid through payroll deduction. Loans will be secured by a pledge and assignment of your account balance. You must obtain the consent of your spouse, if any, to use of your account balance as security for the loan. If you leave your employment to serve in the uniformed services, your obligation to make loan payments will be suspended from the date you leave your employment until the date you return to employment with the Employer or terminate employment with the Employer. After the end of the suspension period, your loan payments will resume automatically and the repayment period will be extended by the number of weeks you were performing service in the uniformed services. Generally, your loan will be in default if you do not make a payment by the end of the quarter following the quarter in which payment was due. If you are employed at the time of default, your unpaid loan amount plus interest will be reported to the Internal Revenue Service as a deemed distribution from the Plan and will be included in your taxable income in the year in which the default occurs. Loans are subject to a number of rules. The Plan Administrator can provide you with further information regarding the loan rules and the procedures for requesting a loan. 17. Disability Benefits. If you terminate employment because of disability, the Plan will pay your account balance to you as soon as administratively practicable. In general, disability under the Plan means you are unable to perform your duties satisfactorily, and a determination has been made under the Employer s long-term -18-

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