DENSO Retirement Savings Plan SUMMARY PLAN DESCRIPTION

Transcription

1 DENSO Retirement Savings Plan SUMMARY PLAN DESCRIPTION Effective: January 1, 2013

2 While the Plan Sponsor currently intends to continue offering benefits under the Plan, the Plan Sponsor reserves the right to revise, discontinue, terminate or amend the benefits and the Plan at any time, for any reason. Additionally, there is no guarantee the benefits will remain unchanged in the future, or the Plan will continue indefinitely. Efforts have been made to ensure that these documents accurately reflect the terms and conditions that apply to the benefits provided under the Plan, however, occasionally mistakes happen. In the event of a mistake in these documents, the Plan Sponsor intends to correct the mistake rather than to operate the Plan in an improper manner. Please be aware that you should not rely on any inaccurate or improper statement that is inadvertently contained in these documents.

3 SUMMARY PLAN DESCRIPTION DENSO RETIREMENT SAVINGS PLAN TABLE OF CONTENTS Page GENERAL INFORMATION... 2 SOME IMPORTANT DEFINITIONS... 5 Account... 5 Associate... 5 Break in Service... 5 Code...5 Compensation... 6 Disabled... 6 Domestic Relations Order... 6 Employer... 6 Hour of Service... 6 Normal Retirement Age... 7 Participating Employer... 7 Period of Service... 7 Period of Severance... 7 Plan Year... 7 Prior Plan... 7 Qualified Domestic Relations Order or QDRO... 7 QMAC... 8 QNEC... 8 Severance from Service Date... 8 Year of Service... 8 HOW THE PLAN WORKS... 8 Eligibility to Participate... 8 Enrollment in the Plan... 9 Ending Your Participation Before-tax Contributions How Before-tax Contributions Work Roth After-tax Contributions How After-tax Contributions Work Annual Limits on Contributions Making Deferral Changes Matching Contributions Employer Annual Contributions Catch-Up Contributions Transfers From Other Plans (Rollover Contributions) i

4 Suspension of Active Participation YOUR PLAN ACCOUNT INVESTMENT FUNDS VALUING YOUR ACCOUNT VESTING OF YOUR ACCOUNT Break in Service Forfeitures DISTRIBUTIONS Retirement Death Disability Severance from Employment for Other Reasons MANNER AND TIMING OF PAYMENT TAX TREATMENT OF DISTRIBUTIONS FROM THE PLAN WITHDRAWALS Hardship Withdrawals Age 59-1/2 Withdrawals Administration of Withdrawals LOANS TO ASSOCIATES THE TRUST FUND INSURANCE TOP HEAVY PROVISIONS RIGHT TO AMEND OR TERMINATE THE PLAN OTHER THINGS YOU SHOULD KNOW Plan Administration Benefits May Not Be Assigned CLAIMS AND CLAIMS REVIEW PROCEDURES Claims for Plan Benefits Claims Review Procedure ERISA RIGHTS AND OBLIGATIONS APPENDIX A... 1 ii

5 SUMMARY PLAN DESCRIPTION DENSO RETIREMENT SAVINGS PLAN On January 1, 2011, the following retirement plans merged and were renamed the DENSO Retirement Savings Plan (the Plan ): DENSO International America, Inc. 401(k) Plan, American Industrial Manufacturing Services, Inc. 401(k) Savings Plan, the DENSO Associates Retirement Plan, the Employees 401(k) Plan of DENSO Sales California, Inc., and the DENSO Wireless Systems America, Inc. 401(k) Plan. Under the terms of the Plan, you may choose to defer receiving a portion of your current Compensation on a before-tax basis or after-tax basis. Your Employer will contribute your deferral to the Plan on your behalf. Your Employer may also match a portion of your Contributions with its own funds, adding to your benefit under the Plan. Your Employer may make other types of contributions to the Plan, in its discretion. Any earnings on the contributions to the Plan will be on a tax-deferred basis until your benefits are distributed to you. The Plan is a written document which sets forth the provisions of this retirement program. To find out how the Plan affects you and your family, you may read the actual Plan document. Copies are available to you at the offices of your Employer during regular business hours. To help you understand the Plan, we have summarized the major Plan provisions affecting your retirement benefits and other rights under the program. Because of the importance of saving for your retirement years, you should read this Summary carefully, consult with your own personal tax or financial advisor and advise your Human Resources representative if you have any questions before you make any decisions related to your participation in the Plan or your retirement. You should keep in mind, however, that none of these individuals can change the terms of the Plan orally or in writing. This Summary describes the form of Plan in effect as of January 1, THIS SUMMARY IS NOT MEANT TO INTERPRET, EXTEND OR CHANGE THE PLAN IN ANY WAY. AS A SUMMARY, THIS DOCUMENT CANNOT DESCRIBE EVERY TERM AND CONDITION OF THE PLAN IN DETAIL. IN CASE OF A CONFLICT BETWEEN THIS SUMMARY AND THE ACTUAL PROVISIONS OF THE PLAN OR IF THIS SUMMARY IS SILENT ON A SPECIFIC ISSUE, THE PROVISIONS OF THE PLAN AS INTERPRETED BY THE PLAN ADMINISTRATOR WILL GOVERN YOUR RIGHTS AND BENEFITS. THE TERMS OF THIS PLAN MAY ONLY BE AMENDED BY OFFICIAL ACTION OF DENSO INTERNATIONAL AMERICA, INC. ACCORDINGLY, YOU MAY NOT RELY ON ANY ORAL STATEMENTS OR REPRESENTATIONS MADE BY ANY PERSON WHICH WOULD HAVE THE EFFECT OF ALTERING THE PROVISIONS OF THE PLAN. 1

6 GENERAL INFORMATION Plan Name: DENSO Retirement Savings Plan (DRSP) Plan Year: January 1 through December 31 Plan Type: Plan Sponsor and Address: 401(k) defined contribution plan; ERISA 404(c) plan DENSO International America, Inc Denso Drive P.O. Box 5047, Mail Code 4812 Southfield, Michigan (248) Employer Identification Number: Plan Number: 002 Plan Administrator: DENSO International America, Inc Denso Drive Southfield, Michigan (248) The Plan Administrator has been designated to receive service of legal process on the Plan. Legal process may also be served on the Trustee. Named Fiduciary Participating Employers: DENSO National Retirement Committee Denso Drive Southfield, Michigan American Industrial Manufacturing Services, Inc.* Corning Place Murrieta, CA DENSO Manufacturing Arkansas, Inc. 100 Denso Road Osceola, AR

7 DENSO Manufacturing Athens Tennessee, Inc Denso Drive Athens, TN DENSO Manufacturing Michigan, Inc. One Denso Road Battle Creek, MI DENSO Manufacturing Tennessee, Inc Robert C. Jackson Drive Maryville, TN DENSO Sales California, Inc.* 3900 Via Oro Avenue Long Beach, CA DENSO Wireless America, Inc Business Park Drive Vista, CA * American Industrial Manufacturing Services, Inc. and DENSO Sales California, Inc. are expected to merge and to be re-named DENSO Products and Services Americas, Inc., on or about April 1, As a result of this change, DENSO Products and Services Americas, Inc., will become a Participating Employer. An updated list of the names, addresses, and phone numbers of the employers participating in the Plan may be obtained, or is available for examination, by Participants and beneficiaries upon written request to the Plan Administrator. Plan Recordkeeper: Putnam Investments Dept 1295 Denver, CO

8 (888) Trustee: Putnam Fiduciary Trust Company One Post Office Square Boston, Massachusetts (617) Contributions and Funding: Type of Administration: Plan contributions consist of Associate and Employer contributions plus earnings (collectively, Plan assets). The funding medium used for the accumulation of Plan assets and payment of Plan benefits is a trust maintained by the Trustee. The Plan is administered by the Plan Administrator, the DENSO National Retirement Committee, and outside service providers retained by contract(s) to provide services. 4

9 SOME IMPORTANT DEFINITIONS To help you understand the Plan, the following are definitions of certain key terms. Please review these terms carefully so that you understand what they mean when you see them in this Summary. 1. Account. For accounting purposes, a separate Account is maintained for each Associate who participates in the Plan. There may also be a number of subaccounts, as described in the section of this document titled Your Plan Account. 2. Associate. Associate means an individual categorized by the Employer as an employee, and excludes individuals categorized by the Employer as: (a) independent contractors or leased employees; (b) non-employees (including employees of affiliates who do not adopt this Plan); (c) Japanese Nationals on temporary assignment in the United States and who are exempt from the minimum wage and overtime provisions of the Fair Labor Standards Act because of their executive, administrator or professional classification; (d) co-op students, other students and interns; (e) individuals covered by a collective bargaining agreement that does not expressly provide for participation in the Plan; (f) nonresident aliens who receive no earned income from a Participating Employer that constitutes income from sources within the United States; (g) employees of newly acquired business units, unless the Plan Sponsor expressly authorizes participation in the Plan; and (h) individuals classified as temporary employees by the Employer. All categorizations by the Employer will apply whether or not such classification is ultimately determined to be correct as a matter of law, or the Employer subsequently agrees to retroactively treat or reclassify such person. 3. Break in Service. Break in Service means a Period of Severance of 12 consecutive months during which you earn no Hours of Service. A special rule applies if you are absent from work because of your pregnancy, the birth of a child, placement of an adopted child, or caring for an adopted or natural child following birth or placement. In this event, you will not incur a Break in Service even if you have not earned an Hour of Service in the Plan Year in which the absence begins. If your period of absence continues through the following Plan Year, you will not incur a Break in Service in the second year if you accrued an Hour of Service during the preceding Plan Year when the absence began. Solely for purposes of determining whether you have incurred a Break in Service, if you are on an unpaid leave required by the Family and Medical Leave Act of 1993 you will be considered to be working in your regular position as if you were not on leave. 4. Code. The Internal Revenue Code of 1986, as amended. 5

10 5. Compensation. Compensation means the total of an individual s taxable base wages, overtime, shift differentials, vacation pay, sick pay and bonuses, plus all amounts excluded from the individual s gross income by reason of Code Sections 125 (contributions to a cafeteria plan), 132(f)(4) (qualified transportation fringe benefits), or 401(k) (qualified cash or deferred compensation plan contributions) for the period during the year the individual is both an eligible Associate and is participating in the Plan. Example (annual wages and annual deductions): Taxable Wages (base wages, OT, vacation, bonuses, etc.) $32,000 + Pre-tax health care premium deductions (Section 125) + 1,000 + Pre-tax Flexible Spending Account deductions (Section 125) Before-tax 401(k) contributions ($35,000 x 4%) +1,400 DRSP Compensation (basis for 401(k) contributions) $35,000 Compensation excludes amounts paid after the later of 2 ½ months following severance from employment, or 2 ½ months after the end of the Plan Year that includes the date of severance from employment. Compensation further excludes amounts in excess of Code Section 401(a)(17) ($255,000 for the Plan Year beginning January 1, 2013). 6. Disabled. You are Disabled if you have a medically determinable physical or mental impairment that renders you incapable of performing any substantial gainful activity as this is defined for purposes of obtaining eligibility for Social Security disability benefits. The permanence and degree of impairment must be supported by the certificate of a medical examiner satisfactory to the Employer, certifying the inability and certifying that the condition is likely to be permanent. Total Disability ends upon your death or, if earlier, your recovery from the condition previously certified. 7. Domestic Relations Order. A Domestic Relations Order is an Order (such as a divorce decree, a dissolution of marriage, a property settlement agreement, or other domestic relations order) duly entered by a court of competent jurisdiction, which creates or recognizes the existence of an alternate payee s right, or assigns to an alternate payee the right to, all or a portion of the benefits payable to a Participant under the Plan. 8. Employer. Employer means the entity that employs you if it is a Participating Employer. 9. Hour of Service. An Hour of Service is each hour for which an Associate is paid, or entitled to payment, for the performance of duties for the Employer or any entity related to the Plan Sponsor by 80% or greater common ownership, including periods of vacation, illness, incapacity, layoff, jury duty military 6

11 duty or leaves of absence that are less than 12 consecutive months. An Associate's Hours of Service will be determined using the Employer s records. No Hours of Service will accrue during a period where an Associate is paid or entitled to payment by the Employer solely to reimburse medical expenses or to comply with workers compensation, unemployment compensation, or disability compensation laws. To the extent required by law, an Hour of Service includes an Associate s hours of service on behalf of the Employer performed as an employee of a staffing company. 10. Normal Retirement Age. Normal Retirement Age is the later of age 65 or the 5 th anniversary of the date you began participation in the Plan. 11. Participating Employer. Participating Employer means the Plan Sponsor and each entity related to the Plan Sponsor by common ownership that has elected to participate in the Plan by appropriate corporate action and which has been accepted as a Participating Employer by the Plan Sponsor. 12. Period of Service. Period of Service means the time interval beginning on the date that an Associate first performs an Hour of Service for the Employer and ending on the Associate s Severance from Service Date. If an Associate has a Period of Severance of 12 or more consecutive months, a new Period of Service will begin after the Associate again performs an Hour of Service for the Employer, and the separate Periods of Service will be added together. A period of Service will also include any Period of Severance of less than 12 consecutive months. 13. Period of Severance. Period of Severance means the time interval beginning on the Associate s Severance from Service Date and ending on the date on which an Associate again performs an Hour of Service for the Employer. 14. Plan Year. The Plan Year is the 12-month period from January 1 to December 31 each year. 15. Prior Plan. Prior Plan means the following retirement plans as they existed at the date of the merger that resulted in this Plan: DENSO International America, Inc. 401(k) Plan, American Industrial Manufacturing Services, Inc. 401(k) Savings Plan, the DENSO Associates Retirement Plan, the Employees 401(k) Plan of DENSO Sales California, Inc., and the DENSO Wireless Systems America, Inc. 401(k) Plan. 16. Qualified Domestic Relations Order or QDRO. A Qualified Domestic Relations Order is a Domestic Relations Order that meets the legal qualification requirements for the assignment of all or a portion of the Participant s Account, as specified by the Plan Administrator in Qualified Domestic Relations Order Policies and Procedures. 7

12 17. QMAC. QMAC means the qualified matching contributions generally made by a Participating Employer on an Associate's behalf under the Plan, and which are 100% vested at all times. 18. QNEC. QNEC means the qualified non-elective contributions generally made by a Participating Employer on an Associate's behalf under the Plan, and which are 100% vested at all times. 19. Severance from Service Date. Severance from Service Date means the earlier of (i) the date the Associate retires, quits, is discharged, or dies or (ii) the first anniversary of the first date on which an Associate was otherwise first absent from employment with the Employer. 20. Year of Service. Years of Service are used to apply the vesting rules under the Plan. An Associate will be credited with a Year of Service for each 12-month Period of Service. Associates participating in the Plan on January 1, 2011 will be credited with one Year of Service on the anniversary date in 2011 of the date they first performed an Hour of Service. This Year of Service will cover the Period of Service beginning on their anniversary date in 2010 and ending on the anniversary date in Eligibility to Participate HOW THE PLAN WORKS Except as noted below, all Associates who have completed one Hour of Service are eligible to participate in the Plan for purposes of making Before-tax Contributions, Roth After-tax Contributions, and for purposes of being eligible to receive Employer Matching Contributions and Employer Annual Contributions, if any are made. Your participation will actually begin on the first day after the date on which you meet these requirements that it is administratively feasible to begin your participation in the Plan. For example, if you meet the eligibility requirements on February 28, your participation may begin on March 1. In addition, in order to be eligible to receive an Employer Annual Contribution, if any are made, you must be employed with the Employer on the last day of the Plan Year, or must have retired on or after age 65, died, or became Disabled during that Plan Year. If applicable, you will be credited with the service necessary to satisfy the minimum requirements of the Family and Medical Leave Act of 1993 and the 8

13 Uniformed Services Employment and Reemployment Rights Act of 1994 (related to returning from military service). For more information about how these laws may affect you, contact your Human Resources representative. Enrollment in the Plan After you meet the Plan's eligibility requirements, you will be automatically enrolled in the Plan. Your Before-tax Contributions will begin as soon as administratively feasible thereafter. You may access or call toll-free (888) to opt out of automatic enrollment. The opt-out election will become effective as soon as administratively feasible after it is received. If you have not completed the required opt out process, you will automatically make Before-tax Contributions, and your Compensation will automatically be reduced accordingly, at the Automatic Enrollment Contribution Level of 4% of your Compensation (subject to IRS limits). You can make changes by accessing or calling toll-free (888) and providing the required information. Additionally, you can elect to make Roth After-tax Contributions to a Roth Account (as explained below), by accessing or calling toll-free (888) and providing the required information. You will not be automatically enrolled for Roth After-tax Contributions. Your before-tax contribution percentage will increase automatically on July 1 st every year in the future, by 1% (above the prior year s contribution percentage), unless you make a different affirmative election. Automatic contribution increases will stop once you reach a 10% contribution percentage, unless you make a different affirmative election. You may elect to contribute at a higher or lower automatic increase percentage rate than the default automatic contribution percentage by accessing and completing the required information. Putnam Investments will provide you with the necessary election materials, including instructions on how to opt out of participation or change your type or percentage of contributions. You can contact Putnam Investments toll-free at (888) or access the Putnam website at When you make an election you will be required to: indicate the percentage of your Compensation you wish to defer as Beforetax Contributions, 9

14 indicate the percentage of your Compensation you wish to contribute as Roth After-tax Contributions, select the investment funds in which you want your Account invested and the percentage of each type of contribution (Before-tax Contributions or After-tax Contributions) you wish invested in each investment option, determine the rate for automatic annual increases in the amount of your contributions if you do not want the default rate to apply, and designate a beneficiary to receive payment of your benefits if you die. Special Note - The Named Fiduciary has selected Putnam Investments to provide recordkeeping, account and investment related services for the Plan. Many questions regarding your Account, enrollment, investments, distributions and other Plan features can be answered directly by Putnam toll-free at (888) or through Putnam s website at Please contact Putnam with your questions or, if you prefer, you may contact your Human Resources representative. Ending Your Participation Your participation in the Plan will end on the earliest of the following: the date your employment with a Participating Employer terminates, you are no longer an eligible Associate, or the Plan terminates. Participating Associates who terminate employment and then return to covered service with a Participating Employer may resume participation immediately on the date they return. If you stop being an Associate of one Participating Employer and become an Associate of another Participating Employer, your participation in the Plan will continue. In addition, your participation will also continue to the extent necessary to comply with the minimum requirements of the Family and Medical Leave Act of 1993 and the Uniformed Services Employment and Reemployment Rights Act of For more information on these laws and their effect on the Plan, you should contact your Human Resources representative. Before-tax Contributions When you are enrolled in the Plan, a portion of your Compensation may be withheld through payroll deduction and contributed to the Plan as Before-tax Contributions. Before-tax Contributions are contributed to the Plan before income taxes are withheld from your pay. All of your Before-tax Contributions to the Plan are voluntary and are always 100% vested. In addition to Before-tax Contributions, you may also make voluntary Roth Aftertax Contributions (explained below), or you may make both Before-tax Contributions 10

15 and Roth After-tax Contributions. When making your deferral election, you may elect to save from 1% to a total of 75% of your Compensation for the Plan Year, in whole percents (i.e., 2%, 3%, etc.) as Before-tax Contributions, Roth After-tax Contributions, or both. Each pay period, these percentages are multiplied by your total Compensation for that pay period, and those amounts are contributed to the Plan. How Before-tax Contributions Work The amount you contribute to the Plan on a before-tax basis is subject to Social Security (FICA) taxes, but exempt from federal, state and in some cases local income taxes until distributed to you from the Plan. In addition, investment earnings on these contributions are not subject to income tax until you receive them from the Plan. Roth After-tax Contributions When you are enrolled in the Plan, you may elect to have a portion of your Compensation withheld through payroll deduction and contributed to the Plan as Roth After-tax Contributions. Roth After-tax Contributions are contributed to the Plan after income taxes are withheld from your pay. All of your Roth After-tax Contributions to the Plan are voluntary and are always 100% vested. When making your deferral election, you may elect to save from 1% to a total of 75% of your Compensation for the Plan Year, in whole percents (i.e., 2%, 3%, etc.) as Roth After-tax Contributions, Before-tax Contributions, or both. Each pay period, these percentages are multiplied by your total Compensation for that pay period, and those amounts are contributed to the Plan. How After-tax Contributions Work The amount you elect to contribute to the Plan as Roth After-tax Contributions is withheld from your Compensation after it has already been reduced for Social Security (FICA) taxes, federal, state, and, if applicable, local income taxes. Any earnings on the Roth After-tax Contributions are not taxed as long as they remain in the Plan. When you take a distribution from your Roth Account at retirement, under current law the distribution will be not be subject to federal income tax as long as you meet the following requirements. First, the distribution from your Roth Account must not take place before five years have passed since the first day of the calendar year in which you made your first Roth After-tax Contribution to the Plan. Next, the distribution must not occur before you have reached age 59½, have died, or become Disabled. 11

16 A distribution from your Roth Account before these requirements are met is generally a nonqualified distribution, meaning that the portion of the distribution that reflects accrued earnings within the Roth Account will be included in your taxable gross income and may be subject to a 10% early distribution penalty. Regardless of whether these requirements are met, the portion of any distribution from your Roth Account that consists of after-tax contributions will not be subject to tax again. Distributions from your Roth Account whether qualified or nonqualified may also be subject to state and local taxes. You should consult a qualified tax professional before making any decision regarding making a Roth After-tax Contribution or taking a nonqualified distribution, to determine what is best for you under your particular circumstances. Annual Limits on Contributions The Federal tax laws limit the amount of your contributions (Before-tax Contributions and Roth After-tax Contributions combined) to this Plan and to other elective deferral retirement plans. The limit is $17,500 for the 2013 calendar year, and this amount may be adjusted in future years for cost of living increases. You will be informed of the maximum amount which you may contribute each year. Any amount you contribute above the limit which is returned to you will be taxable. If the combined amount of your contributions to this Plan plus any similar elective deferrals to any other form of retirement program exceed the maximum, you must inform the Plan Administrator no later than March 1 of the year following the year the contributions were made, if you want any refund of the excess to be made from this Plan. If you do not provide this notice, you may be taxed twice on the amount of the excess. If the Plan Administrator determines that your contributions to this Plan alone exceed this limit, you will automatically receive a refund of the excess. The tax laws also limit the total amount of contributions to the Plan that can be made to your Account (from you or the Employer) for a Plan Year to the lesser of $51,000 or 100% of your compensation (for 2013). This amount may be adjusted in future years for cost of living increases. If the contributions to your Account exceed this limit, you will also receive a distribution of the excess contributions you made, as a taxable distribution. Please be aware of these limits when deciding the percentage of your Compensation you wish to defer. 12

17 Making Deferral Changes You may cancel or change the amount of your future Before-tax Contributions or Roth After-tax Contributions to the Plan by contacting Putnam Investments toll-free at (888) or accessing its website at Changes may be made at any time and will become effective as soon as administratively feasible following the date of the change. You will receive a written or electronic confirmation of your change or cancellation from Putnam Investments. Your new election must be in whole percents and may not exceed 75% of your Compensation for the Plan Year. Matching Contributions To encourage Associates to save money under the Plan, your Employer may elect to make a Matching Contribution on your behalf each pay period. The current Matching Contribution for the 2013 Plan Year is equal to 100% of the first 4% of the Associate s Compensation contributed to the Plan. Currently, Matching Contributions are composed of both normal Matching Contributions, which vest over time, and QMACs, which are 100% vested at the time they are made. Each Matching Contribution is currently composed of 75% normal Matching Contributions and 25% QMACs. The Employer reserves the right to change, suspend or eliminate this Matching Contribution at any time in the future. Matching Contributions will be deposited in your Account as soon as possible following the end of each pay period. If you are employed by your Employer on the last day of the Plan Year, your Employer will check to make sure that the actual Matching Contributions on your behalf were correct, in light of any changes in your contributions that occurred during the year or due to other factors. If the total annual Matching Contributions were not correct, the Employer will contribute an amount to true-up any shortage. If the Matching Contributions were too high, your Matching Contribution Account will be decreased accordingly. The following example helps illustrate how Matching Contributions are made. Example. Assume your annual Compensation is $40,000 for the Plan Year beginning in 2013, you are paid on a bi-weekly basis and you participated the full year. The following chart shows the Employer s Matching Contributions based on your contribution amount (assuming the Employer makes a Matching Contribution up to 4% of Compensation). Your Deferral %: 1% 2% 5% 15% Your Deferrals: $400 $800 $2,000 $6,000 Employer Match: $400 $800 $1,600 $1,600 Total $800 $1,600 $3,600 $7,600 13

18 Like your Before-tax Contributions, Matching Contributions are not considered current taxable income and therefore will not appear as wages on your W-2 statement at year end. In addition, the investment earnings on these contributions are not subject to income tax until you receive them from the Plan. Matching Contributions are not considered wages subject to FICA tax at the time they are contributed. Employer Annual Contributions Once you are eligible, your Employer may, but is not required to, make discretionary Employer Annual Contributions which will be allocated to your Account based on the ratio of your Compensation to the total of all Associates Compensation for the Plan Year. The amount of the Employer Annual Contributions, if any, will be determined at the end of the Plan Year. Employer Annual Contributions will only be allocated to eligible Associates who are employed by the Employer on the last day of the Plan Year, or who have terminated during the Plan Year due to death, Disability, or Retirement after age 65. For the 2012 Plan Year, Participating Employers elected to make Employer Annual Contributions of up to 3% of the Associate s Compensation (subject to IRS limits) for the following Associates who were employed by the Employer on the last day of the Plan Year, or who terminated during the Plan Year due to death, Disability, or Retirement after age 65: DENSO Manufacturing Arkansas, Inc. all eligible Associates; DENSO Manufacturing Athens Tennessee, Inc. all eligible Associates; DENSO Manufacturing Michigan, Inc. all eligible Associates; DENSO Manufacturing Tennessee, Inc. all eligible Associates; American Industrial Manufacturing Services, Inc. all eligible Associates who are not accruing benefits under the Employer s defined benefit pension plan; DENSO International America, Inc. all eligible Associates who are not accruing benefits under the Employer s defined benefit pension plan; DENSO Sales California, Inc. all eligible Associates who are not accruing benefits under the Employer s defined benefit pension plan; and DENSO Wireless Systems America, Inc. all eligible Associates who are not accruing benefits under the Employer s defined benefit pension plan. Each Employer Annual Contribution may be composed of normal Annual Contributions, which vest over time, and QNECs, which are 100% vested at the time they are made. Currently, 75% of each Employer Annual Contribution will be a normal Annual Contribution and 25% will be classified as a QNEC. 14

19 Like your Before-tax Contributions and Matching Contributions, any Employer Annual Contributions are not considered current taxable income and therefore will not appear as wages on your W-2 statement at year end. In addition, the investment earnings on these contributions are not subject to income tax until you receive them from the Plan. Employer Annual Contributions are not considered wages subject to FICA tax at the time they are contributed. Catch-Up Contributions If you are eligible to make contributions under this Plan and you are, or will attain, age 50 before the end of the calendar year, you may be eligible to make an additional contribution to the Plan called a Catch-Up Contribution. Catch-Up Contributions are in addition to your regular combined Before-tax Contribution and Roth After-tax Contribution limit ($17,500 for 2013 as adjusted for inflation). If you reach this regular contribution limit during the year, and are eligible to make Catch-Up Contributions, your existing contribution elections will continue and these additional amounts will be treated as Catch-Up Contributions. The maximum amount you will be permitted to contribute to the Plan as a Catch-Up Contribution for the 2013 calendar year is $5,500. These limits may be adjusted in future years and you will be informed of the maximum amount which you may contribute each year. Catch-Up Contributions will be treated in the same manner as any Before-tax Contributions or Roth After-tax Contributions you make for distributions and all other purposes under the Plan but are not eligible for Matching Contributions. To opt out of making Catch-Up Contributions, or to make changes to your Catch-Up Contributions contact Putnam Investments tollfree at (888) or access Transfers From Other Plans (Rollover Contributions) You may deposit into your Account distributions you receive from certain individual retirement accounts or annuities or other eligible employer retirement plans sponsored by a non-participating Employer, including qualified retirement plans such as other 401(k) plans, 403(b) plans, and certain other programs. This type of deposit is called a "Rollover Contribution." All Rollover Contributions to the Plan are fully vested at all times. In order to protect the Plan, the Plan Administrator has the ability to reject any request for a Rollover Contribution to the Plan. Making a Rollover Contribution may result in tax savings to you. You should consult a qualified tax professional to determine if making a Rollover Contribution to the Plan is in your best interest. Suspension of Active Participation Your active participation in the Plan will be suspended for any period during 15

20 which (i) you are not an Associate, (ii) you do not receive any Compensation, or (iii) your participation is suspended following certain withdrawals, as described below. During a period of suspension, you cannot make any Before-tax or Roth After-tax Contributions. Your Account will, however, continue to be invested under the Plan. Special Note on Qualified Military Service If you were eligible to participate in the Plan prior to or during Qualified Military Service (as defined by the Code) and you return to the employ of the Employer during the period that you are entitled to reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994: You may make Before-tax Contributions, Roth After-tax Contributions, and Catch-Up Contributions you would have been eligible to make if you had not been in Qualified Military Service; and The Employer will match your Contributions to the extent that they would have been matched had they actually been made during the period of Qualified Military Service. If the Compensation you would have received from the Employer but for your Qualified Military Service is not reasonably certain, your Compensation for this purpose is the average Compensation from the Employer during the period of employment (not exceeding 12 months) immediately preceding your Qualified Military Service. Any such Before-tax Contributions, Roth After-tax Contributions, Catch-Up Contributions, and Matching Contributions must be made during the period which begins with your date of reemployment with the Employer, and extends for the lesser of five years or the period which is three times your period of Qualified Military Service. All other contributions, benefits, and service credit with respect to Qualified Military Service will be provided as required by the Code. Additionally, the Plan permits two types of distributions for military personnel: Qualified Military Service distributions and Qualified Reservist Distributions, as described below. If you are on active duty in Qualified Military Service for more than 30 days, you will be treated as having severed from employment during the Qualified Military Service period solely for purposes of your eligibility to elect a distribution from the Plan of your elective deferrals to the extent permitted by the Code Section 414(u)(12)(B). You may not make Before-tax Contributions or Roth After-tax Contributions to the Plan for 6 months after the date of your distribution. 16

21 Qualified Reservist Distributions will also be allowed under the Plan to the extent permitted by the Code. These distributions are an elective distribution of an Associate s Before-tax or Roth After-tax Contributions, made to an individual who is on active duty for a periods in excess of 179 days or for an indefinite period, and which are made after the order or call, or during the active duty period. You are not prohibited from making Before-tax Contributions or Roth After-tax Contributions to the Plan during the 6 month period after the date of a Qualified Reservist Distribution. YOUR PLAN ACCOUNT When you first begin to participate in the Plan, Putnam Investments will establish an Account on your behalf showing all contributions to your Account and the investment gains and losses on these contributions. The amount in your Account will be invested at your direction among the various investment funds maintained under the Plan. Your Account may include subaccounts for your Before-tax Contributions, Roth After-tax Contributions, Matching Contributions, Roth Matching Contributions, and discretionary Employer Annual Contributions. If you were a participant in a Plan that merged into this Plan, one or more Prior Plan subaccounts will be created. Also, if you rolled over to the Plan amounts distributed to you from another eligible retirement plan, a Rollover Contributions subaccount will be maintained for you. If you take out a Participant Loan, a Loan subaccount will be created for you. Certain other subaccounts, such as a qualified non-elective contribution ( QNEC ) subaccount and a qualified matching contribution ( QMAC ) subaccount, may also be established for you. These QNEC and QMAC subaccounts will be fully vested at all times and are subject to specific distribution restrictions described elsewhere in this Summary (for example, in the Loans to Participants section). You will periodically receive (or you can access online at a statement showing the status of your Account. This statement will show the amount of each of your subaccounts established by Putnam Investments, as well as Plan expenses charged directly to you (if any), investment earnings, and gains or losses allocated to your Account. All Accounts are of a bookkeeping nature only, shown to signify the value of your benefits. You will have no right to or claim against any specific asset of the Plan. All benefits will be paid from the Plan's general assets. The Plan will charge your Account for a portion of the Plan s costs for administrative services necessary to operate the Plan, such as legal, accounting, and 17

22 recordkeeping services. In order to assist the Plan s cash-flow requirements, the Employer may elect to pay Plan administrative costs directly, and then receive a reimbursement from the Plan at a later date, without interest. The Plan Administrator will collect these administrative fees during the first month of each quarter based on the prior quarter-end balance in those Accounts that had an Account balance on the last day of that quarter. The administrative fee is currently not expected to exceed 0.75% on an annual basis, and may vary from one quarter to another quarter as deemed necessary at the sole discretion of the Plan Administrator. When you make an investment associated with your Account, as discussed in the next section, a portion of the investment fund fees may also be used indirectly to pay the costs for administrative services necessary to operate the Plan, such as legal, accounting, and recordkeeping services. These investment fund fees are explained in the investment s prospectus and related investment disclosures. Additionally, if you apply for a loan from the Plan or for a hardship withdrawal from your Account, your individual Account will be charged an administrative fee established from time to time by the Plan Administrator. The amount of these administrative fees is available from Putnam Investments on request. Effective January 1, 2013, a fee of $300 will be deducted from your Account for any Domestic Relation Order submitted for processing. If you submit a Domestic Relations Order pertaining to a Participating Employer s pension plan, and the two are processed concurrently, the fee for processing the Domestic Relations Order pertaining to this Plan will be reduced to $225. Once the Domestic Relations Order is approved as a Qualified Domestic Relations Order, the dollar amount assigned to the alternate payee in the order will be reduced by ½ of the fee that was deducted from your Account. In other words, although you will initially pay the full processing fee, you and your former Spouse will each ultimately pay ½ of the processing fee out of your Account balances. INVESTMENT FUNDS This Plan is intended to comply with Section 404(c) of the Employee Retirement Income Security Act of 1974 ( ERISA ) and Labor Regulation Section c-1. Under these rules, you are allowed to direct the investment of your Accounts among the various investment options maintained under the Plan. Since you direct the investment of your Account, the law provides that the Plan's fiduciaries may be relieved of liability for any loss which is the direct and necessary result of your investment decisions. A general description of the investment objectives, risk and return characteristics of each option, including information about the type and diversification of assets comprising each option, will be provided to you. The following information is available from Putnam Investments toll-free at (888) or on its website at or upon request to the Plan Administrator: 18

23 Copies of any prospectuses, financial statements and reports and any other material received by the Plan which relates to any investment option; A description of the annual operating expenses of each investment option and other costs which would reduce your rate of return; A list of assets that comprise the portfolio of each investment option that constitutes a "plan asset," as well as the value of each asset (or the proportion of the investment option which it comprises); Information concerning the value of shares in each investment option, as well as past and current investment performance for each investment option; Information concerning any proxy voting rights associated with an investment option; and Information concerning the value of shares held in your individual Account in a particular investment option. No one is authorized by the Plan Administrator or the Named Fiduciary to advise you as to the manner in which contributions should be invested. You are solely responsible for the investment of your Account. You may elect to invest your Account, in whole percentages (i.e., 2%, 3%, etc.) among the available options. The fact that a particular investment option is available to you for investment of your Account is not a recommendation that you invest in such investment option. The Named Fiduciary retains the right at any time to change any investment option available under the Plan or to suspend the use of any investment option or the right of Associates to direct their investments, which sometimes occurs in connection with changes in investment options, recordkeepers, fund custodians or for other administrative reasons. If you do not specify the manner in which your Account is to be invested, your Account will be invested in a default investment selected by the Named Fiduciary. When an Associate has not given adequate investment direction, the Named Fiduciary is currently investing those Accounts in the age-based moderate asset allocation model portfolio associated with your estimated retirement date. You should read all prospectuses and summary prospectus information carefully before making any investment decisions. Subject to certain restrictions on trading contained in investment prospectuses, you may change your investment elections in whole percents by contacting Putnam Investments toll-free at (888) or on its website at 19

24 Any change in investment election made by you will be effective as of the business day you complete the change with Putnam Investments (or the next business day if you change your investment election after 4 p.m. Eastern Standard Time or on holidays or weekends). For more information regarding the investment options available under the Plan, your ability to direct the investment of your Account or to obtain a prospectus, you should contact Putnam Investments or your Human Resources representative. VALUING YOUR ACCOUNT The assets in your Account will be valued at their fair market value as of the close of each business day (4 p.m., Eastern Standard Time). Accounts existing at the close of each such valuation date will be adjusted to reflect any additional contributions made to each Account and any change in value of the investment funds attributable to each Account. The Trustee and Named Fiduciary reserve the right to adjust the dates on which Plan assets will be valued. VESTING OF YOUR ACCOUNT Vesting refers to the percentage of your Account balance that is nonforfeitable if you terminate employment. You are always 100% vested in your Before-tax Contributions, Roth After-tax Contributions, Catch-Up Contributions, Rollover Contributions, QNECs, and QMACs. Earning and Calculating Years of Service for Vesting Your vesting percentage is the percentage of employer contributions in your Account that you will not forfeit if you terminate employment. Years of Service are used to calculate your vesting percentage. If you are an Associate, you will earn a Year of Service for each 12-month Period of Service you work. A Period of Service generally means the time period you are employed. Your Period of Service starts on the date that you first perform an Hour of Service for the Employer, and ends on the date you have a Severance from Service. A Severance from Service occurs when you: Terminate employment, retire, or die while you are an Associate; or Are absent from service for more than 12 consecutive months for any other reason, such as vacation, illness, incapacity, layoff, jury duty, military duty or leave of absence. If you have a Period of Severance of 12 or more consecutive months, a new Period of Service will begin if you return to work for the Employer and perform an Hour 20

25 of Service. If this happens, the separate Periods of Service will be added together. If you have a Period of Severance of less than 12 consecutive months, that period will still count toward your Period of Service as though you did not have a Severance from Service. You should also understand the meaning of the phrase Hour of Service, since your Period of Service begins when you earn an Hour of Service. An Hour of Service is an hour for which you are entitled to be paid as an Associate for performing job duties for the Employer or any entity related to the Plan Sponsor by 80% or greater common ownership. You will not earn an Hour of Service for a time period for which you are entitled to payment by the Employer under workers compensation, unemployment compensation, or disability compensation laws, or if payment is solely to reimburse medical expenses. To the extent required by law, an Hour of Service includes your hours of service on behalf of the Employer performed as an employee of a staffing company or performed in a capacity other than as an Associate. Hours of Service will be determined using the Employer s records. Special Transition Rule on Earning Vesting in 2011 A special transition rule applies for Associates who participated in a Prior Plan. Associates participating in the Plan on January 1, 2011 will be credited with one Year of Service on the anniversary date in 2011 of the date they first performed an Hour of Service, as reflected in the records of the Prior Plan in which the Associate previously participated. This Year of Service will cover the Period of Service beginning on their anniversary date in 2010 and ending on their anniversary date in Vesting Percentages and Schedules You will vest in your Matching Contributions, Roth Matching Contributions, and Employer Annual Contributions at the rates reflected in the following schedules: Actual Normal Matching Contribution Vesting % Actual QMAC Vesting % Years of Service Effective Vesting % Less than 2 0% 100% 25% /3% 100% 50% /3% 100% 75% 4 or more % 100% 21