Summary Plan Description. PetSmart, Inc. SaveSmart 401(k) Plan

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1 Summary Plan Description PetSmart, Inc. SaveSmart 401(k) Plan As Revised Effective January 1, 2010

2 TABLE OF CONTENTS INTRODUCTION Type of Plan Plan Sponsor Purpose of This Summary PLAN ADMINISTRATION Plan Trustee Plan Administrator Plan Number Service of Legal Process DEFINITIONS Account ACP Test ADP Test Allocation Period Break in Service Compensation Disability ERISA Highly Compensated Employee (HCE) Hour of Service IRA IRS Normal Retirement Age Plan Year Vested Interest Year of Service ELIGIBILITY & PARTICIPATION Who is Eligible to Participate in the Plan When You Become a Participant in the Plan What Happens if Your Employment Terminates and You re Rehired CONTRIBUTIONS Elective Deferrals Matching Contributions Non-Elective Contributions Rollover Contributions Maximum Allocation Limit INVESTMENT OF ACCOUNTS & 404(c) NOTICE ERISA Section 404(c) Investment Options Investment Procedures Qualified Default Investment Alternative Investment Fees and Expenses Additional Information DETERMINATION OF VESTED INTEREST How Your Vested Interest is Determined When Your Vested Interest May Be Accelerated How a Break in Service May Affect Your Vested Interest DISTRIBUTION OF BENEFITS

3 When You Can Receive a Distribution Distributions Due to Termination Distributions Upon Death In-Service Distributions Hardship Distributions Participant Loans TAX WITHHOLDING ON DISTRIBUTIONS Direct Rollovers Not Subject to Tax % Withholding on Taxable Distributions CLAIMS PROCEDURE How To Make a Claim and the Claim Review Process How You Will Be Notified of the Claim Determination How To Appeal a Claim Denial and the Appeal Process How You Will Be Notified of the Appeal Determination How to Request Voluntary Arbitration and the Voluntary Arbitration Process OTHER INFORMATION Attachment of Your Account Amendment or Termination of the Plan Accounts Are Not Insured Payment of Plan Expenses Top Heavy Rules STATEMENT OF ERISA RIGHTS Your Right To Receive Information Duties of Plan Fiduciaries Enforcement of Rights Assistance With Your Questions ii

4 INTRODUCTION Type of Plan The PetSmart, Inc. SaveSmart 401(k) Plan is a 401(k) profit sharing plan and is referred to in this summary as the Plan. The Plan helps you save for retirement by giving you the opportunity to make contributions to the Plan through payroll deductions (see CONTRIBUTIONS, Elective Deferrals for additional information). In addition, we may make contributions to the Plan on your behalf. Plan Sponsor PetSmart, Inc. is the sponsor of the Plan, and is referred to in this summary as the Employer, the Company, we, us or our. Our address is N. 27th Ave., Phoenix, AZ 85027; our telephone number is (623) ; and our employer identification number is Purpose of This Summary This summary is called a Summary Plan Description and its purpose is to describe how the Plan works and your legal rights as a Participant. As you read this summary, keep in mind that the capitalized terms used in this summary have specific meanings. Some of these terms are defined in the DEFINITIONS section below while others are defined in the other sections or subsections of this summary in which they appear (or in the Plan document). Please also keep in mind that this summary is not meant to be a complete description of the Plan, nor is it meant to interpret, extend or change the provisions of the Plan in any way. If there s a conflict between this summary and the Plan, the provisions of the Plan control your right to benefits. Also, no provision of the Plan or this summary is intended to give you the right to continued employment or to prohibit changes in the terms or conditions of your employment. If you have questions about the Plan after reading this summary, please contact the Administrator (who is described in the next section). PLAN ADMINISTRATION Plan Trustee The Plan s assets (including your Account) are held in a trust fund established for the Plan, and the trustee is responsible for holding and investing these assets as described below in INVESTMENT OF ACCOUNTS. The trustee is Fidelity Management Trust, and the trustee s address is 82 Devonshire St., Boston, MA Plan Administrator All matters, other than investments, that concern the operation of the Plan are the responsibility of the Administrator. The Administrator is the Employer whose address and telephone number is listed above in INTRODUCTION, Plan Sponsor. The Administrator has the power and authority to interpret the terms of the Plan based on the Plan document and applicable law and to determine all questions that arise under the Plan. These powers and authority include, for example, the administrative discretion necessary to resolve issues with respect to an employee s eligibility for benefits, credited service, Disability, or retirement. The Administrator may delegate one or more of its powers and authorities, in which case references to the Administrator mean the person, committee, or entity to whom that power and authority have been delegated. The Administrator s interpretations and determinations are binding on all Participants, employees, former employees, and their beneficiaries. Also, any elections or choices that you make under the Plan (such as choosing your beneficiary) must be made in the manner required by the Administrator. Plan Number The plan number is the number assigned by us to the Plan for identification purposes and is 001. Service of Legal Process If you have to bring legal action against the Plan for any reason, legal process can be served on the Employer at the Employer s address which is listed above in INTRODUCTION, Plan Sponsor. Legal process can also be - 1 -

5 served on the trustee or on the Administrator. You must exhaust the Plan s claims procedure (see CLAIMS PROCEDURE) before you can bring any legal action relating to benefits under the Plan. DEFINITIONS Account Your Account consists of all contributions that you make to the Plan, all contributions that we make to the Plan on your behalf, and net earnings/losses on those amounts. Your Account will be reduced by any distributions made from your Account and by any expenses charged to your Account (see DISTRIBUTION OF BENEFITS, INVESTMENT OF ACCOUNTS & 404(c) NOTICE, Investment Fees and Expenses, and OTHER INFORMATION, Payment of Plan Expenses). After the end of each calendar quarter, you ll receive a statement of your Account which will show the amounts added to and subtracted from your Account during that quarter. Your Account may include one or more of the following sub-accounts, depending on what contributions you make to the Plan and what contributions we make to the Plan on your behalf: Your Elective Deferral Account Your Matching Contribution Account Your Non-Elective Contribution Account Your Rollover Contribution Account ACP Test The ACP Test is an annual nondiscrimination test that will apply to any Matching Contributions that we elect to make to the Plan for a Plan Year. This test compares the amount of Matching Contributions made for Participants who are Highly Compensated Employees (HCEs) to the amount of Matching Contributions made for non-hces. The ACP Test is intended to ensure a fair level of participation by all Participants regardless of Compensation levels. ADP Test The ADP Test is an annual nondiscrimination test that will apply to Elective Deferrals that are made to the Plan for a Plan Year. This test compares the amount of Elective Deferrals made by Participants who are Highly Compensated Employees (HCEs) to the amount of Elective Deferrals made by non-hces. The ADP Test is intended to ensure a fair level of participation by all Participants regardless of Compensation levels. Allocation Period The Allocation Period is the period of time for which a contribution to the Plan is made. The Allocation Period may be the Plan Year or a shorter period of time (such as a payroll period or a calendar quarter). If the Allocation Period is a shorter period of time, the Compensation used for that Allocation Period will be Compensation earned during that shorter period of time, unless we decide, in our discretion, to adjust the contribution to reflect annual Compensation. Break in Service You ll have one Break in Service for each 12-month computation period during which you re not credited with at least 501 Hours of Service (see Year of Service below). A Break in Service may affect your participation in the Plan, your eligibility to receive an allocation of contributions, and the number of your Years of Service which are counted in determining your Vested Interest in your Account (see DETERMINATION OF VESTED INTEREST, How a Break in Service May Affect Your Vested Interest). Compensation For purposes of Elective Deferrals and Matching Contributions, your Compensation is your base salary or wages, overtime pay, vacation pay, sick pay, shift differential pay, and commissions paid to you during the Plan Year, subject to certain adjustments which are described below. Elective Deferrals that you choose to make under the Plan and certain other payroll deductions (such as amounts that you contribute to a 125 cafeteria plan or amounts - 2 -

6 that you contribute to a non-qualified deferred compensation plan) will be included in determining your Compensation. For purposes of Non-Elective Contributions, your Compensation is the amount reported on your Form W-2 for the Plan Year, subject to certain adjustments which are described below. Elective Deferrals that you choose to make under the Plan and certain other payroll deductions (such as amounts that you contribute to a 125 cafeteria plan) will be included in determining your Compensation. However, amounts that you contribute to a nonqualified deferred compensation plan will not be included in determining your Compensation. Your Compensation, as described above, will be adjusted as described in this paragraph. The following amounts will not be included in determining your Compensation: (1) amounts received before you become a Participant in the Plan, and (2) amounts in excess of the annual dollar limit on Compensation. For 2009, the annual dollar limit was $245,000. This annual dollar limit may be increased by law (in future years) to account for inflation. Generally, if your employment ends, amounts paid to you after your termination date won t be included in determining your Compensation. However, your Compensation will include certain amounts that may be paid to you after your termination date and during the Plan Year in which your employment terminates (or, if later, during the 2½-month period following your termination date). These amounts include regular pay for time worked (such as wages or overtime) and may include other amounts (such as bonuses and incentive pay) that are included in the definition of Compensation (as defined above) and that would have been paid to you even if your employment had not terminated. These amounts also include any cash payment for accrued but unused time off (such as paid time off) that you could have used if your employment had not terminated. Disability A Disability is a physical or mental impairment that you suffer after you become a Participant in the Plan (and while you re still an employee) which, in the opinion of the Social Security Administration, qualifies you for disability benefits under the Social Security Act in effect on the date that you suffer the mental or physical impairment. ERISA ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and other guidance issued thereunder. Highly Compensated Employee (HCE) An employee is a Highly Compensated Employee for a calendar year if: (1) he or she owns more than a 5% interest in the Company, or (2) in the prior calendar year, his or her earnings were equal to (or more than) the dollar threshold. In determining whether someone is a Highly Compensated Employee for 2010, the dollar threshold for earnings in 2009 is $110,000. This dollar threshold may be increased by law (in future years) to account for inflation. Hour of Service You ll receive credit for one Hour of Service for each hour for which: (1) you re paid or entitled to payment for performing duties for us, (2) you re paid or entitled to payment for a period of time (not to exceed 501 hours) during which you re not performing duties for us due to vacation, holidays, illness, incapacity (including disability), layoff, jury duty, military duty, or leave of absence, or (3) you re paid back pay. If you re absent from work due to service in the military, special rules may apply and you should contact the Administrator for more information. IRA IRA means an individual retirement account. IRS IRS means the Internal Revenue Service of the United States Department of Treasury

7 Normal Retirement Age Normal Retirement Age is age 65. Plan Year The Plan Year is the 12 consecutive month accounting year of the Plan, which begins each January 1st and ends the following December 31st. Vested Interest Your Vested Interest is the percentage of your Account to which you re entitled. This percentage, in turn, is the sum of your Vested Interest in each of your sub-accounts. See DETERMINATION OF VESTED INTEREST. Year of Service A Year of Service is a period of time used to determine your eligibility to participate in the Plan and to determine your Vested Interest. You ll receive credit for one Year of Service for each 12 consecutive month computation period during which you re credited with at least 1,000 Hours of Service. For Vesting, the 12 consecutive month computation period is the Plan Year, and you ll receive credit for a Year of Service on the date you complete 1,000 Hours of Service. For eligibility, the first 12 consecutive month computation period starts on your date of hire and you ll receive credit for a Year of Service on the date you complete 1,000 Hours of Service (or, if later, the last day of the sixth month of your initial eligibility computation period). The second (and each subsequent) 12 consecutive month computation period is the Plan Year, starting with the January 1st immediately following your date of hire, and you ll receive credit for a Year of Service on the date you complete 1,000 Hours of Service. For example, if your date of hire is March 1, 2009, your first 12 consecutive month computation period for eligibility purposes ( eligibility computation period ) is March 1, 2009 through February 28, If you aren t credited with at least 1,000 Hours of Service during your first eligibility computation period, your second eligibility computation period is January 1, 2010 through December 31, If you aren t credited with at least 1,000 Hours of Service during your second eligibility computation period, each subsequent eligibility computation period will be January 1 through December 31. ELIGIBILITY & PARTICIPATION Who is Eligible to Participate in the Plan To participate in the Plan, you must: (1) be age 18 (or older), and (2) complete a Year of Service with us. Since you ll receive credit for a Year of Service when you complete 1,000 Hours of Service (or, if later, the last day of the sixth month of your initial eligibility computation period) (see the definition of Year of Service above), you can complete a Year of Service (and be eligible to participate in the Plan) as early as the six month anniversary of your date of hire. When You Become a Participant in the Plan You ll become a Participant in the Plan on the first day of the month (the Entry Date) that coincides with or next follows the date you complete the age and service requirements (see Who is Eligible to Participate in the Plan above). What Happens if Your Employment Terminates and You re Rehired Special rules apply if you re rehired by us after a termination of employment. The date you begin or recommence participating in the Plan will depend on whether you were a Participant in the Plan (or had met the age and service requirements described above in Who is Eligible to Participate in the Plan) when your employment previously terminated. If you were a Participant, you ll begin participating in the Plan again on your rehire date. If you met the age and service requirements but had not yet become a Participant (e.g., had not yet reached the Entry Date), you ll begin participating in the Plan on the later of: (1) your rehire date, or (2) the date you would have become a Participant had your employment not previously terminated. If you had not yet met the age and service - 4 -

8 requirements, you ll begin participating in the Plan on the Entry Date that coincides with or next follows the date on which you meet the age and service requirements, and service that you were credited with before your rehire date will be counted for this purpose. CONTRIBUTIONS Elective Deferrals What is an Elective Deferral An Elective Deferral is an amount that you voluntarily contribute to the Plan through payroll deduction and is sometimes referred to as a 401(k) deferral or a 401(k) contribution. Elective Deferrals are deducted from your Compensation free of current income taxes. These deferrals (including net earnings) are fully taxable when they are distributed from the Plan, unless you elect a rollover. See TAX WITHHOLDINGS ON DISTRIBUTIONS for more information about rollovers. Social Security taxes will be withheld from your Elective Deferrals when the deferrals are made, but you will not have to pay any Social Security taxes on the deferrals (or the net earnings on the deferrals) when they are distributed from the Plan. How to Make an Elective Deferral Once you re eligible to participate in the Plan, you can make an affirmative election, in the form and manner specified by the Administrator, to make Elective Deferrals to the Plan. As part of this election, you ll indicate the amount you want withheld from your Compensation and contributed to the Plan on your behalf. You can elect to contribute a whole percentage of your Compensation, subject to the limits described below in How Much You Can Contribute. After your initial election, you can change your election by making a new election at any time during the Plan Year, which will become effective within an administratively reasonable period of time after you make the new election. You can cancel your election at any time by giving notice to the Administrator in the form and manner specified by the Administrator. If you cancel your election, your cancelation will become effective within an administratively reasonable period of time following the date on which your notice is received. The Administrator may establish additional administrative procedures (or change existing procedures) concerning deferral elections, in which case you ll be appropriately notified. How Much You Can Contribute Your Elective Deferrals for any calendar year can t exceed the lesser of: (1) 25% of your Compensation, or (2) the annual dollar limit on Elective Deferrals. For 2009, the annual dollar limit was $16,500. This annual dollar limit may be increased by law (in future years) to account for inflation. Elective Deferrals are allocated to your Elective Deferral Account. If you re a Highly Compensated Employee for a calendar year, the Elective Deferrals that you can make for that calendar year may be less than the limits described above if the Plan doesn t pass the ADP Test. In that case, the Administrator may either limit or suspend your Elective Deferrals or refund a portion of your Elective Deferrals. The Administrator will notify you if your Elective Deferrals must be limited, suspended or refunded due to the ADP Test. If you re a catch-up eligible Participant, you can make additional catch-up contributions to the Plan in excess of the limits on Elective Deferrals described above. The ADP Test does not apply to catch-up contributions. You re a catch-up eligible Participant for a calendar year if you are (or will be) at least age 50 by the end of that calendar year. For 2009, the catch-up contribution limit was $5,500. The catch-up contribution limit may be increased by law (in future years) to account for inflation

9 Matching Contributions What is a Matching Contribution A Matching Contribution is a contribution that we may make to the Plan which matches part or all of your Elective Deferrals, excluding catch-up contributions. How Matching Contributions are Determined We are not required to make Matching Contributions. Whether or not we choose to make a Matching Contribution is entirely within our discretion. If we choose to make a Matching Contribution, how it is determined (i.e., the formula, the amount of the contribution, and the frequency of the contribution) will be determined at our discretion. Currently, we are contributing $.50 for each dollar of your Elective Deferrals, up to a maximum of 6% of your Compensation. However, we may eliminate or change the Matching Contribution at any time without prior notice to you. If you re a Highly Compensated Employee and we choose to make a Matching Contribution, the amount of the Matching Contribution that you would otherwise be qualified to receive may be limited by the ACP Test. Also, if Elective Deferrals are refunded to you due to the ADP Test (see Elective Deferrals, How Much You Can Contribute above) any Matching Contributions that were made on those refunded Elective Deferrals will be forfeited (i.e., removed from your Account). How You Qualify for a Matching Contribution If we choose to make a Matching Contribution for an Allocation Period, you ll qualify for that contribution if: (1) you re a Participant in the Plan during that Allocation Period, and (2) you make Elective Deferrals for that Allocation Period. Matching Contributions that you qualify for are allocated to your Matching Contribution Account. Non-Elective Contributions What is a Non-Elective Contribution A Non-Elective Contribution is a contribution that we may make without regard to whether you make Elective Deferrals. A Non-Elective Contribution is sometimes referred to as a profit sharing contribution. How Non-Elective Contributions Are Determined We are not required to make Non-Elective Contributions. Whether or not we choose to make a Non-Elective Contribution is entirely within our discretion. If we choose to make a Non-Elective Contribution, the amount (which will generally be a fixed dollar amount or a percentage of Compensation) will be determined at our discretion. The amount, if any, that is contributed will be allocated to each Participant who qualifies to receive the contribution in the ratio that each such Participant s Compensation for the Allocation Period bears to the total Compensation of all such Participants for the Allocation Period. This means that the amount allocated to each eligible Participant s Non-Elective Contribution Account will, as a percentage of Compensation, be the same. But see How You Qualify for a Non-Elective Contribution below for special rules that apply if you re not eligible to participate in the Plan for the entire Allocation Period. How You Qualify for a Non-Elective Contribution If we choose to make a Non-Elective Contribution for an Allocation Period, you ll qualify for that contribution if: (1) you re a Participant in the Plan during that Allocation Period, and (2) you complete at least 1,000 Hours of Service during that Allocation Period. If you don t meet both of these requirements, you won t qualify to receive a Non-Elective Contribution. If you meet both of these requirements but you were not a Participant in the Plan for the entire Allocation Period (for example, because you were a new hire or a rehire during the Allocation Period), your Non-Elective Contribution will be limited because the Compensation that you earned while you weren t eligible to participate in the Plan will not be included in determining your Non-Elective Contribution. Non- Elective Contributions that you qualify for are allocated to your Non-Elective Contribution Account

10 Rollover Contributions If you participated in another retirement plan, you can roll over any distribution you receive from the other plan to this Plan (i.e., make a Rollover Contribution) if the distribution that you receive from the other plan is eligible for roll over under federal tax law. Do not withdraw funds from any other plan or account until you ve received written approval from the Administrator to roll those funds into this Plan. If you do decide to make a Rollover Contribution and it is accepted by the Administrator, it will be kept in a separate Rollover Contribution Account established on your behalf. You can request a lump sum distribution from your Rollover Contribution Account at any time. Funds that are automatically transferred from another retirement plan to this Plan, without your having the right to elect to have the distribution paid to you, are not Rollover Contributions. Maximum Allocation Limit In addition to any of the limits on contributions and deferrals that are described above, there is an overall limit that applies to the total amount that can be contributed or allocated to your Account for any Plan Year. The overall limit is the lesser of: (1) 100% of your Compensation, or (2) the annual dollar limit. For 2009, the annual dollar limit was $49,000, and the annual dollar limit may be increased by law (in future years) to account for inflation. However, this overall limit does not apply to the amount of earnings that can be allocated to your Account, to the amount of any catch-up contributions you can make to the Plan, to the amount of any Rollover Contributions you can make to the Plan, or to any other funds transferred to this Plan on your behalf from another retirement plan. INVESTMENT OF ACCOUNTS & 404(c) NOTICE ERISA Section 404(c) The Plan is intended to be a Section 404(c) plan, in compliance with ERISA Section 404(c) and Department of Labor Regulation Section c-1. This means that the Plan fiduciaries (such as the Administrator and the trustee) may be relieved of liability for any losses that are the direct and necessary result of your investment instructions. The Plan fiduciary (the 404(c) Fiduciary) who is responsible for ensuring that your investment instructions are carried out and from whom you may obtain information regarding the investment options available under the Plan is the Plan s Administrative Committee. The Administrative Committee s address and phone number are N. 27 th Ave., Phoenix, AZ 85027, (623) Investment Options Subject to an investment policy established by the Administrator, you can direct how your Account will be invested by choosing from among the investment options that have been approved by the Administrator. The investment options may change from time to time, but you will always be offered at least three investment options with different risk and return characteristics, which enable you to sufficiently diversify your portfolio. In connection with your enrollment in the Plan, you ll be provided with information about the current investment options, including, the name of each investment, a general description of the investment objectives, a general description of risk and return characteristics, and information relating to the type and diversification of assets comprising the investment portfolio. After your enrollment, you can obtain this information in the manner specified by the Administrator. The Plan does not have a designated investment manager. Investment Procedures To direct the investment of your Account, you must make an affirmative direction, in accordance with procedures specified by the Administrator, instructing the trustee to make the investment(s) specified by you (see also Qualified Default Investment Alternative below). The trustee will invest your Account in the investment options that you choose. You can switch between investments as often as is permitted under the investment options you choose. All earnings and losses on your directed investments will be credited directly to your Account. Investment results will reflect any fees and investment expenses for the investments you select (see Investment Fees and Expenses below). The Administrator, trustee, and other Plan fiduciaries (including the 404(c) Fiduciary) do not have any duty to evaluate or advise you of the suitability or propriety of your investment elections

11 Qualified Default Investment Alternative If you don t make an affirmative investment election for your Account (or a portion of your Account), you ll be deemed to have directed the trustee to invest your Account (or that portion of your Account) in the Plan s qualified default investment alternative (the QDIA). Under ERISA Section 404(c), a default investment in the QDIA is treated as an affirmative direction to invest in the QDIA, which means that the Plan s fiduciaries will be afforded the same protection under ERISA Section 404(c) for investments in the QDIA as for investments in other investment options that you affirmatively choose. The QDIA was selected by the Administrator in accordance with Department of Labor regulations and although the QDIA satisfies those requirements, it may not be the most suitable investment option for you. Therefore, you should evaluate whether the QDIA is appropriate for your retirement needs if you re not going to choose other investment options. Investment Fees and Expenses Any fee or expense that may be imposed by any broker, investment advisor, fund manager or otherwise (for example, legal fees, commissions, sales loads, deferred sales charges, redemption or exchange fees, transfer fees, or escrow fees), as well as any revenue sharing and outside fund payments, will be fully disclosed to you upon request. Any such fees incurred with respect to your elected investments will be charged to and paid for solely from the assets of your Account. You should refer to the prospectus for each investment option for a description of the applicable fees. Other fees may be reflected on your statements, and you may request more information on fees associated with an investment option from the Administrator. It is important to understand that a portion of the investment fees charged against your Account for a particular mutual fund could be shared between the mutual fund provider and other service providers of the Plan. The practice of sharing investment fees is commonly referred to as revenue sharing. Proceeds from revenue sharing could be used to offset the overall administrative expense of the Plan, thus reducing the administrative expenses charged against all Participants Accounts. Although revenue sharing could reduce the overall expenses of the Plan, it is possible for revenue sharing to have a disproportionate effect on Participants. In other words, the revenue sharing dollars that reduce your investment return could exceed your administrative savings from the revenue sharing arrangement. If you would like to know which investments have a revenue sharing component, please review the mutual fund prospectuses or contact the 404(c) Fiduciary (see ERISA Section 404(c) above). Additional Information With respect to an initial investment in a product or medium that is subject to the Securities Act of 1933, immediately prior to or following your initial investment, you ll be given a copy of the most recent prospectus provided to the Plan. Under the Plan, the trustee may pass through to you voting, tender, or similar rights relating to your investments. To the extent the trustee decides to pass through these rights, after an investment is made, you ll be given any materials provided to the Plan about the exercise of voting, tender, or similar rights relating to the investment. You re entitled to request from the 404(c) Fiduciary copies of the following information (which will be based on the latest information available), if provided to the Plan: (1) a description of the annual operating expenses of each designated investment option (for example, investment management fees, administrative fees, revenue sharing arrangements, and transaction costs), which reduce the rate of return to Participants, and the aggregate amount of such expenses expressed as a percentage of the average net assets of the investment option, (2) copies of any prospectuses, financial statements, reports, and other materials relating to an investment option, (3) a list of assets comprising the portfolio of each investment option, the value of each such asset, and if such asset is a fixed rate investment contract issued by a bank, savings, or loan association or insurance company, the name of the issuer of the contract, the term of the contract and the rate of return on the contract, (4) the value of shares or units and past and current investment performance of each available investment option, determined (net of expenses) on a reasonable and consistent basis, and (5) the value of the shares or units in investment options held in your Account

12 DETERMINATION OF VESTED INTEREST How Your Vested Interest is Determined If you have an Elective Deferral Account or Rollover Contribution Account, you ll always have a 100% Vested Interest in those accounts. If you have a Matching Contribution Account or a Non-Elective Contribution Account, your Vested Interest in each of these accounts, at any time, will be determined based on the following vesting schedule: Less than 1 Years of Service... 0% Vested 1 Year of Service... 20% Vested 2 Years of Service... 40% Vested 3 Years of Service... 60% Vested 4 Years of Service... 80% Vested 5 Years of Service %Vested Any part of these accounts which is not vested will be forfeited when the earliest of the following occurs: (1) your Vested Interest is distributed from the Plan, (2) you incur 5 consecutive Breaks in Service, or (3) your employment with us terminates and your Vested Interest at that time is 0%. We can use forfeitures to pay administrative expenses, restore previously forfeited accounts, or reduce our contributions to the Plan. When Your Vested Interest May Be Accelerated In certain cases, your Vested Interest in an account that is subject to a vesting schedule may increase to 100% without regard to how many Years of Service you have. Your Vested Interest will increase to 100% if (and when) your employment with us terminates due to your death or Disability, or you reach the Normal Retirement Age if you re still employed by us (or you retire) at that time. How a Break in Service May Affect Your Vested Interest If you re rehired by us after you have a Break in Service, Years of Service that you previously earned and Years of Service that you earn after your rehire date will always be counted in determining your Vested Interest in your post-rehire Account (i.e., the portion that accumulates after your rehire date). Whether Years of Service that you earn after your rehire date will be counted toward (i.e., will increase) the Vested Interest that you had in your prerehire Account when your employment previously terminated will depend on: (1) how many Breaks in Service you have, and (2) whether your pre-rehire Account was distributed from the Plan before your rehire date. If you have 5 or more consecutive Breaks in Service, Years of Service that you earn after your rehire date will not be counted toward (i.e., will not increase) the Vested Interest that you had in your pre-rehire Account when your employment previously terminated. This is true whether or not your Vested Interest in your pre-rehire Account was distributed from the Plan before your rehire date. If you have less than 5 consecutive Breaks in Service, Years of Service that you earn after your rehire date will be counted toward (i.e., will increase) the Vested Interest that you had in your pre-rehire Account when your employment previously terminated if either: (1) your pre-rehire Account was not distributed from the Plan before your rehire date, or (2) your pre-rehire Account was distributed from the Plan before your rehire date but you repay to the Plan the amount that was distributed by the earlier of the 5th anniversary of your rehire date or the date you have 5 consecutive Breaks in Service. If you repay the amount previously distributed, the non-vested Interest in your pre-rehire Account which was forfeited when the distribution previously occurred will be restored (i.e., credited back) to your pre-rehire Account

13 DISTRIBUTION OF BENEFITS When You Can Receive a Distribution Your employment with us must terminate before you can receive a distribution of your Vested Interest, unless you qualify for an in-service distribution, a hardship distribution or a participant loan or the distribution is from your Rollover Contribution Account. See In-Service Distributions, Hardship Distributions, and Participant Loans below and CONTRIBUTIONS, Rollover Contributions above. If your employment with us terminates for any reason other than death, your Vested Interest will be distributed in the manner described below in Distributions Due to Termination. If your employment with us terminates due to your death, or if your employment terminates due to another reason but you die before receiving a distribution, your Vested Interest will be distributed in the manner described below in Distributions Due to Death. If not previously forfeited, your non-vested Interest (if any) will be forfeited when your Vested Interest is distributed (see DETERMINATION OF VESTED INTEREST, How Your Vested Interest is Determined). Distributions Due to Termination Vested Interest of $5,000 or Less If you terminate employment with us for any reason other than death and your Vested Interest (excluding your Rollover Contribution Account) is $5,000 or less, your Vested Interest (including your Rollover Contribution Account) will be distributed in a lump sum as soon as administratively feasible after you terminate employment. You ll have the opportunity to elect whether to have the distribution: (1) made to you, or (2) rolled over either to another qualified retirement plan that agrees to receive the distribution or to an IRA established by you. If you do not elect a rollover within the specified time period and your Vested Interest is $1,000 or less (or if your Vested Interest is less than $200), the distribution will be made to you. If your Vested Interest is more than $1,000 but not more than $5,000 and you do not make an election within the specified time period, we will establish an IRA for you at a qualified financial institution of our choosing and will automatically roll your Vested Interest over to that IRA. Your funds will then be invested in a type of investment designed to preserve principal and provide a reasonable rate of return and liquidity, such as an interest-bearing account, a certificate of deposit, or a money market fund. The IRA provider will charge your IRA for any expenses associated with the establishment and maintenance of the IRA and with the IRA investments. If your Vested Interest is rolled over to an IRA under this automatic rollover requirement, you will be given more information at that time regarding the IRA provider and any fees or expenses associated with the IRA. Vested Interest of More than $5,000 If you terminate employment with us for any reason other than death and your Vested Interest (excluding your Rollover Contribution Account) is more than $5,000, your Vested Interest (including your Rollover Contribution Account) will be distributed in a lump sum as soon as administratively feasible after you terminate employment if you elect to receive a distribution. You ll have the opportunity to elect whether to have the distribution: (1) paid to you, or (2) rolled over either to another qualified retirement plan that agrees to receive the distribution or to an IRA established by you. You can postpone taking a distribution by not electing to receive a distribution, subject to certain limitations. See Postponement of Distribution and Required Distribution Date below. Postponement of Distribution and Required Distribution Date If your Vested Interest (excluding your Rollover Contribution Account) is more than $5,000 and you do not elect to receive a distribution when eligible to do so, a distribution will not be made until the earlier of: (1) when you elect to receive a distribution, or (2) the required distribution date, which is the April 1 st following the end of: (a) the calendar year in which you reach age 70½, or (b) if later and if you don t own more than a 5% interest in the Company, the calendar year in which you retire. Distributions Upon Death If you die before receiving a distribution of your Vested Interest, your Vested Interest (i.e., the death benefit) will be distributed to your beneficiary in a lump sum as soon as administratively feasible after your death. If you re

14 not married, you can name anyone as your beneficiary by completing a beneficiary designation in the form and manner required by the Administrator. If you re married, your spouse by law is your sole, primary beneficiary unless he or she waives the death benefit in writing and agrees to your naming someone else as your beneficiary. If you designate your spouse as your beneficiary and you re subsequently legally divorced, then the beneficiary designation naming your spouse as your beneficiary will be automatically revoked as of the date of your divorce. Since your beneficiary designation will be automatically revoked, you should complete a new beneficiary designation after the date of your divorce to ensure that the beneficiary of your choice receives any death benefit payable from the Plan. If you do not properly name a beneficiary (or your beneficiary designation is automatically revoked due to your divorce and you don t complete a new beneficiary designation after the date of your divorce), any death benefit payable under the Plan will be paid first to your spouse (if any), second to your children (if any), and third to your estate. Your beneficiary will have the opportunity to elect to have the distribution: (1) made to him or her, or (2) rolled over to an IRA (or to a special IRA (an Inherited IRA) if your beneficiary is not your spouse) established by him or her if the distribution is eligible for rollover. Generally, the death benefit must be distributed from the Plan by no later than the last day of the calendar year in which the 5-year anniversary of your death occurs. However, if you have a non-spouse beneficiary, your non-spouse beneficiary s rights relating to a rollover to an Inherited IRA may be jeopardized if the rollover does not occur by the last day of the calendar year following the calendar year in which your death occurs. There are many other complicated tax rules concerning the distribution of death benefits and rollovers to IRAs and Inherited IRAs, so your beneficiary should discuss any planning issues and tax consequences with his or her professional tax advisor before the death benefit is distributed. In-Service Distributions While you re employed by us, once you reach age 59½, you can take a lump sum distribution of up to 100% of your Elective Deferral Account. Hardship Distributions While you re employed by us, you can request a lump sum distribution of up to 100% of your Elective Deferral Account (excluding any investment earnings) to pay for a financial hardship caused by one or more of the following circumstances: Expenses for (or necessary to obtain) medical care for you or your spouse, child, other eligible dependent, or designated primary beneficiary that would be tax deductible (without regard to whether the expenses exceed 7.5% of your adjusted gross income); Costs related to the purchase of your principal residence (excluding mortgage payments); Payments necessary to prevent eviction from your principal residence or to prevent foreclosure on the mortgage of your principal residence; Tuition, related educational fees, and room and board, for up to the next 12 months of post-secondary education for you or your spouse, child, other eligible dependent, or designated primary beneficiary; Funeral expenses for your deceased parent, spouse, child, other eligible dependent, or designated primary beneficiary; or Expenses for repair of damage to your principal residence that would qualify for a casualty deduction (without regard to whether the loss exceeds 10% of your adjusted gross income). A hardship distribution cannot exceed the amount required to relieve the financial need, and before a hardship distribution can be made, you must obtain all other available distributions and loans from this Plan or any other plan maintained by the Employer. If you receive a hardship distribution, you will not be able to make any Elective Deferrals to the Plan for 6 months. Hardship distributions will be made in accordance with the policy for hardship distributions that is established by the Administrator, and you can obtain a copy of this policy, free of charge, from the Administrator. However, notwithstanding anything to the contrary in the policy, the following expenses for your designated primary beneficiary may qualify as a financial hardship: (1) expenses for (or necessary to obtain) medical care (as described above), (2) tuition, related educational fees, and room and board (as described above), or (3) funeral expenses (as described above)

15 Participant Loans While you re employed by us, you can request a loan from the Plan. Loans are treated as participant-directed investments and must be repaid. Loans will be made in accordance with the policy for participant loans that is established by the Administrator, and you can obtain a copy of this policy, free of charge, from the Administrator. TAX WITHHOLDING ON DISTRIBUTIONS Due to the complexity and frequency of changes in the federal laws that govern benefit distributions, penalties and taxes, the following is only a brief explanation of the federal tax laws as in effect as of the date this summary is issued. Benefit distributions also may be subject to state or local tax and withholding rules. You ll receive additional information from the Administrator at the time of any benefit distribution, and you should consult your tax advisor to determine your personal tax situation before taking a distribution from the Plan. Direct Rollovers Not Subject to Tax Any eligible distribution that is directly rolled over to another eligible retirement account (either another qualified retirement plan or an IRA) is not subject to income tax withholding. Generally, any part of a distribution from this Plan can be directly rolled over to another eligible retirement account, unless the distribution is required to be paid to you because you ve reached the required distribution date. The required distribution date is discussed in DISTRIBUTION OF BENEFITS, Distributions Due to Termination. 20% Withholding on Taxable Distributions If your Vested Interest is paid to you and it s eligible to be rolled over, the Administrator must withhold 20% of the distributed amount and send it to the IRS as income tax withholding to be credited against your taxes. This means that you ll only receive 80% of the distributed amount and, if you receive the distribution before you reach age 59½, you may also have to pay an additional 10% tax. You can still rollover all or a part of the distributed amount by putting it into an IRA or another qualified retirement plan within 60 days of receiving the distribution. However, since 20% of the distributed amount will be automatically withheld and sent to the IRS, if you want to rollover 100% of the distributed amount, you ll have to use other money to make up the 20% that was withheld. CLAIMS PROCEDURE If you believe you re entitled to a benefit under the Plan that you re not receiving, you (or your duly authorized representative) can use the Plan s claims procedure described below to request that the benefit be provided to you. You will not be able to bring any legal or equitable action relating to benefits under the Plan unless you first fully exhaust (i.e., go through the entire) claims procedure process described in this Section (other than voluntary arbitration). This claims procedure will be administered and interpreted in a manner consistent with the requirements of ERISA. All claims determinations made by the Administrator or the committee, if any, appointed by the Administrator (the Committee) will be made in accordance with this claims procedure and will be applied consistently to similarly situated claimants. References in this section to the Committee will mean the Administrator if no Committee has been appointed by the Administrator. How To Make a Claim and the Claim Review Process If you want to make a claim, you must file a claim in writing with the Administrator. Your written claim should include an explanation of the benefit that you believe you re entitled to and why you believe you re entitled to that benefit. If you make a claim, the Administrator, in its sole and complete discretion, will review your claim and decide whether to approve or deny your claim. If your claim is denied, you can appeal the denial (see How to Appeal a Claim Denial and the Appeal Process below). How You Will Be Notified of the Claim Determination You ll receive notice of the Administrator s decision to approve or deny your claim within 90 days of when the Administrator receives your written claim, unless additional time is needed to review your claim. If additional time is needed, you ll receive a notice within the initial 90 days, telling you why additional time is needed and the

16 date by which the Administrator expects to make a decision which must be within 90 days after the end of the initial 90-day period. If the Administrator denies your claim, in whole or in part, the notice of denial that you ll receive will include: (1) the specific reason for the denial, (2) a reference to the specific plan provision on which the denial is based, (3) a description of any additional material or information that the Administrator needs to make a decision and an explanation of why that material or information is needed, and (4) a description of the Plan s appeal process and the time limits for that process, including a statement of your right to bring a civil action under ERISA 502 if you appeal the denial and the denial is upheld on appeal. How To Appeal a Claim Denial and the Appeal Process If your claim is denied, in whole or in part, you can appeal the denial. If you don t appeal the denial, you will not have the right to request voluntary arbitration or bring any legal or equitable action relating to the denied benefit. If you want to appeal the denial, you must file a request for appeal in writing with the Committee within 60 days after the date on which you receive the Administrator s notice of denial. If you timely appeal the denial, the Committee will conduct a full and fair review of the claim and the denial and will determine, in its sole and complete discretion, whether to uphold or overturn the denial. As part of the appeal process, you can submit written comments, documents, records, and other information relating to your claim, which will be taken into account even if not previously provided to the Administrator. You can also receive, free of charge and upon request, records and other information relevant to you claim, even if the Administrator did not rely on this information in making its decision to deny your claim. How You Will Be Notified of the Appeal Determination You ll receive notice of the Committee s decision to uphold or overturn the Administrator s denial of your claim within 60 days of when the Committee receives your written request for appeal, unless the Committee holds regularly scheduled meetings on a quarterly or more frequent basis or additional time is needed to review your appeal. If the Committee holds regularly scheduled meetings on a quarterly or more frequent basis, you ll be informed of the special time periods that will apply for the Committee to notify you of its decision. If the special time periods don t apply, but the Committee needs additional time to review your appeal, you ll receive a notice within the initial 60 days, telling you why additional time is needed and the date by which the Administrator expects to make a decision which must be within 60 days after the end of the initial 60-day period. If the Committee upholds the Administrator s denial of your claim, in whole or in part, the notice that you ll receive will include: (1) the specific reason for the denial, (2) a reference to the specific plan provision on which the denial is based, (3) a statement that you re entitled to receive, upon request and free of charge, reasonable access to and copies of all documents and other information relevant to your claim, (4) an explanation of your right to request voluntary arbitration and the applicable time limits for doing so, and (5) a statement of your right to bring a civil action under ERISA 502(a). How to Request Voluntary Arbitration and the Voluntary Arbitration Process If the Committee, on appeal, upholds the Administrator s denial of your claim, in whole or in part, you can request that the dispute be arbitrated, instead of initiating a legal or equitable action in a court of law. If you want to arbitrate the dispute, you must file a request for arbitration in writing with the Committee within 60 days after you receive notice of the Committee s decision on appeal. The Committee will determine, in its sole and complete discretion, whether it will agree to arbitrate the dispute. The Committee will send you a notice within 30 days after the date the Committee receives your written request for arbitration, telling you whether the Committee agrees to arbitrate the dispute. If you timely file a written request for arbitration and the Committee agrees to arbitrate the dispute, you must file a written request for arbitration with the American Arbitration Association (and provide the Committee with a copy of that written request) within 45 days of the date on which you receive the Committee s written notification of its agreement to arbitrate the dispute. The arbitration will be administered by the American Arbitration Association under its Employee Benefit Plan Claims Arbitration Rules then in effect. By voluntary choosing to pursue arbitration, you, the Administrator, and the Committee are agreeing that the arbitrator s decision will be final, binding and non-appealable. This means that you won t be able to bring a legal or equitable action in a court of law, even if you don t like the arbitrator s decision

17 OTHER INFORMATION Attachment of Your Account Your creditors cannot garnish or levy upon your Account except in the case of a proper IRS tax levy. In addition, you cannot assign or pledge your Account except as collateral for a loan from the Plan or as directed through a Qualified Domestic Relations Order (a QDRO) as part of a divorce, child support or similar proceeding in which a court orders that all or part of your Account be transferred to another person (such as your ex-spouse or your children). The Plan has a policy for Qualified Domestic Relations Orders, which will be used in processing QDROs. You can obtain a copy of this policy, free of charge, from the Administrator. Amendment or Termination of the Plan Although we intend for the Plan to be permanent, we can amend or terminate it at any time. If we terminate the Plan, each Participant will have a 100% Vested Interest in his or her entire Account as of the Plan termination date, and we may provide that all Accounts be distributed at that time or that all Accounts be available for distribution at the same time and in the same manner as would have been permissible had the Plan not been terminated. Accounts Are Not Insured Your Account is not insured by the Pension Benefit Guaranty Corporation (the PBGC) because the insurance provisions of ERISA do not apply to 401(k) plans. For more information on PBGC coverage, ask the Administrator or contact the PBGC. Written inquiries to the PBGC should be addressed to: Technical Assistance Division, PBGC, 1200 K Street NW, Suite 930, Washington, D.C You can also call the PBGC with any questions at (202) Payment of Plan Expenses The Plan routinely incurs expenses for the services of lawyers, actuaries, accountants, third party administrators, and other advisors. Some of these expenses may be paid directly by us while other expenses may be paid from the assets of the Plan. The expenses that are paid from Plan assets will either be shared by all Participants or will be charged directly to the Account of the Participant on whose sole behalf the expense is incurred. Expenses that will be charged directly to the Account of the Participant on whose sole behalf the expense is incurred include investment fees, loan processing and maintenance fees, and distribution fees. Top Heavy Rules The Plan will be considered top heavy for a Plan Year if more than 60% of Plan assets are allocated to the Accounts of Participants who are key employees (that is, employees who satisfy certain ownership requirements and employees who are officers and whose compensation for the Plan Year exceeds certain IRS limits). If the Plan is top heavy for a Plan Year, there are special, minimum contribution requirements that may apply. The minimum required contribution for non-key Participants who are employed on the last day of the Plan Year is: (1) 3% of compensation, or (2) the highest percentage of compensation allocated for that Plan Year to the Accounts of Participants who are key employees. However, the Plan will automatically satisfy this requirement if we re already making a contribution that is equal to or in excess of the minimum required contribution. STATEMENT OF ERISA RIGHTS Your Right To Receive Information As a Participant, you re entitled to certain rights and protections under ERISA. ERISA provides that all Plan Participants are entitled to: (1) examine, without charge, at the Administrator s office and at other specified locations, such as worksites and union halls, all documents governing the Plan, including insurance contracts and collective bargaining agreements, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration, (2) obtain copies of documents governing the operation of the Plan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 Series) and updated

18 summary plan description upon written request to the Administrator, however, the Administrator may make a reasonable charge for the copies, and (3) receive a copy of the summary of the Plan s annual financial report, which the Administrator must automatically send to each Participant. You re also entitled to receive quarterly Account statements, which will be provided to you automatically. Duties of Plan Fiduciaries In addition to creating rights for Plan Participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Plan Participants and beneficiaries. No one, including your Employer, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension/retirement benefit or exercising your rights under ERISA. Enforcement of Rights If your claim for a pension/retirement benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan but don t receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, or if you disagree with the Plan s decision or lack thereof concerning the qualified status of a domestic relations order, you may use the Plan s claims procedure and, after fully exhausting the Plan s claims procedure, you may request voluntary arbitration or file suit in state or Federal court. If it should happen that Plan fiduciaries misuse the Plan s money, or if you re discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you re successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. Assistance With Your Questions If you have any questions about your Plan, you should contact the Administrator. If you have any questions about this STATEMENT OF ERISA RIGHTS section or about your rights under ERISA, or if you need assistance in obtaining documents from the Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory (or which can also be found at the Employee Benefits Security Administration website at or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C You can call the Employee Benefits Security Administration at (866) ; TTY/TDD users: (877) You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. You may obtain additional pensionrelated information at the Department of Labor s website at where you can review a publication called What You Should Know About Your Retirement Plan

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