Employee Benefit Manual

Transcription

1 Employee Benefit Manual Issued May

2 Employee Benefit Manual Table of Contents Page INTRODUCTION 5 Chapter 1: GROUP HEALTH AND OTHER BENEFITS Listing of Benefits Available 7 Group Health Rate Plan 8 Group Health Plan Summaries 9 Group Health Plan Enrollment Instructions 17 Chapter 2: PROFIT SHARE AND 401(k) Plan INTRODUCTION 23 GENERAL INFORMATION 23 PARTICIPATION IN YOUR PLAN 24 What individuals may become participants? Who is considered an employee? What individuals are not eligible for the Plan? What types of contribution are available in the Plan? What are the requirements to be eligible to make Salary Deferrals? What are the requirements to be eligible for Employer Profit Sharing Contributions? What are the requirements to be eligible for Matching Contributions? How do I start contributing Salary Deferrals? What Compensation will be used for my Contributions in the Plan? How are Hours of Service determined? What is a Year of Service for Eligibility purposes? What is a Break in Service for Eligibility Purposes? CONTRIBUTIONS 25 YOUR CONTRIBUTIONS TO THE PLAN: What are Roth Salary Deferrals? Are there limits to how much I can contribute? What are Catch-Up Contributions? When can I expect my Salary Deferrals to be deposited? When can I change my Salary Deferral Election? What happens if I am contributing to another plan from a different Employer? Can I roll money into the Plan? YOUR COMPANY CONTRIBUTIONS TO THE PLAN: What are Matching Contributions? What Salary Deferrals are eligible to receive Matching Contributions? Are there requirements to receive the Matching Contributions? What happens if I die, retire or become disabled during the Plan Year? How is the Matching Contribution determined? When can I expect the Matching contributions to be allocated? What are Profit Sharing Contributions? Are there requirements to receive a Profit Sharing Contribution? What happens if I die, retire or become disabled during the Plan Year? How is the Profit Sharing Contribution determined? 2

3 When can I expect the Employer Profit Sharing Contributions to be allocated? When can I expect the Employer Contributions to be deposited? When is a Plan top heavy? What happens if the Plan becomes top heavy? VESTING 28 What is a Year of Service for vesting purposes? What is a Break in Service for Vesting Purposes? Is any of my service excluded? How much will I be entitled to receive from my Employer Accounts if I leave before retirement? What is the Top Heavy Vesting Schedule? What was the prior vesting schedule? What about my Salary Deferral and Rollover accounts? What are my Beneficiaries entitled to if I die? What am I entitled to if I become disabled? What happens if I terminate employment before I am fully vested? What happens to my forfeited amounts, if I am rehired into a position covered by the plan? If I am rehired into a position covered by the plan, how is my vesting service calculated? INVESTMENT ACCOUNTS 30 What is the value of my accounts? How are my accounts invested? Does my plan offer life insurance as an investment? Can I take a loan from my accounts? What are the Plan Expenses? DISTRIBUTIONS 31 Does my Plan allow hardship distributions? Does the Plan allow for In-Service distributions? May I take a distribution of my Roth Deferrals? What are Normal Retirement Benefits? When will I receive my Normal Retirement Benefits? Does the Plan have Disability Benefits? What benefits will I receive upon Termination? What are distributions due to a Domestic Relations Order? How will I receive my distribution? Will the Plan automatically distribute any of my benefit? What is a Required Minimum Distribution? How will my Distributions be taxed? LOAN PROCEDURES 34 OTHER IMPORTANT INFORMATION 34 Are my benefits protected? Can the Plan be amended or terminated? Does Pension Benefit Guaranty Corporation Insurance apply to this Plan? What are the Claims for Benefits procedures under this Plan? PARTICIPANT RIGHTS UNDER ERISA 35 Receive information about your Plan and your benefits Actions by Plan Fiduciaries Enforcing your rights Assistance with your questions Chapter 3: EMPLOYEE STOCK OWNERSHIP PLAN (ESOP) Purpose of the Plan 38 Participation in the Plan 39 Contributions and Allocations of Contributions 39 3

4 Accounts and Allocations to Participant Accounts 40 Exempt Loan 41 Normal Retirement Age 42 Vesting 42 Forfeiture of Nonvested Portion of Account 43 Distributions 44 In-Service Distribution 46 Conversion of Terminated Participant Accounts 46 Beneficiary Designation 46 Taxation of Your Benefit Payments 47 Diversification of Your Account 47 Loans 47 Voting Rights of Company Stock 47 Assignment of Benefits 48 Claims Procedure 48 Additional Information 52 Top Heavy Rules 53 Plan Amendment and Termination 54 Statement of ERISA Rights 54 APPENDIX Acknowledgement of Receipt 56 4

5 INTRODUCTION Employee benefits typically refers to retirement plans, health insurance, life insurance, disability insurance, vacation, employee stock ownership plans, etc. This manual is to help you understand the benefits and retirement plans you have available to you as an employee of Makotek. The Benefit Manual offers brief descriptions of the benefits and retirement plans available to you. The manual is not meant to interpret or change any benefit or retirement plan provision. If you have any question regarding your benefits or retirement plans that is not covered in this manual, you should ask the administrator of the applicable plan. The Employee Service Center ( is the fastest way to get many of your benefit questions answered. You should visit the website to establish an account and begin exploring the many benefits you have available to you. You are responsible to read and understand the contents of this manual. Utilize this manual as a reference and keep it handy so its readily available when needed. 5

6 CHAPTER 1 Group Health and Other Benefits 6

7 I) Group Health & Other Benefits Take Action on your Benefits A) Listing of Benefits Available 1. Insperity co employment In connection with your employment with Makotek, Insperity handles the administrative responsibilities for human resources related issues such as payroll processing and benefits, and it supports Makotek in many personnel issues, while Makotek handles the day to day activities related to its core business. 2. Insperity Contact Center Insperity is committed to providing you the support you need when you have questions about your Insperity employee benefits and other Insperity services. Call toll free, from 7 a.m. to 7 p.m. Central time, Monday through Friday to receive immediate answers to your questions and receive timely follow up when required. 3. Employee Service Center The Employee Service Center is the fastest way to get answers to your questions, and it s your primary source of information about the benefits and services you receive from Insperity. Week 2 go to and create an account in the login section. 4. Group Health Benefits and Flexible Spending on line Enrollment On line enrollment includes rates, plan comparison and cost estimator. Your enrollment period deadline date will be displayed on the Employee Service Center. Receive company paid Life and Personal Accident Insurance if enrolled in Medical see plan documents for coverage amounts o Provides peace of mind you can select the doctors and facilities to care for you and your family for unexpected injuries and illness and routine exams. o Protects you from unexpected bills you cannot afford. 5. Mail CIGNA Voluntary Insurance application see instructions in CIGNA packet 6. Direct Deposit e pay o Paycheck is available to you first thing Tuesday morning, no worries in the event you: are sick; out of the office; can t get to the bank; or if there are weather delays for the airlines or overnight trucks o No check cashing fees or large amounts of cash to carry To Enroll in Direct Deposit and e pay Complete form included with new hire paperwork (or) Enroll on line via Employee Service Center 7. Dates to Remember Flexible Spending Account: Enroll within 30 days from Administaff Hire Date as a Full Time Employee Voluntary Life, Personal Accident, Short Term/Long Term Disability Insurance: Enroll without medical review within 30 days from Insperity Hire Date as a Full Time Employee Payroll. After 30 days from hire date, application is subject to medical review. See CIGNA packet for enrollment forms. Receive company paid Life and Personal Accident Insurance if enrolled in Medical see plan documents for coverage amounts. Medical/Dental/Vision Waiting Period: 90 days from Insperity Hire Date as a Full Time Employee 7

8 B) Group Health Rate Plan *Rates are for Rates for subsequent years available each December. 8

9 C) Group Health Plan Summaries 9

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17 D) Group Health Plan Enrollment Instructions 17

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22 CHAPTER 2 Profit Share & 401(k) Plan 22

23 SUMMARY PLAN DESCRIPTION FOR Makotek, Inc. 401(k) Profit Sharing Plan INTRODUCTION Effective January 1, 2003, Makotek, Inc. established Makotek, Inc. 401(k) Profit Sharing Plan to recognize your hard work and good efforts. The plan is for the exclusive benefit of all eligible employees and their beneficiaries with the intention to provide a measure of retirement security for your future. This Summary Plan Description reflects the plan options as of February 10, The salary deferral portion of the plan is effective as of January 1, This Summary Plan Description is a brief description of your plan and your rights and benefits under the plan and is not intended to cover every plan provision. This Summary Plan Description is not meant to interpret or change the provisions of your plan. A copy of your plan is on file at your employer's office and may be read by you, your beneficiaries, or your legal representatives at any reasonable time. This plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). If you have any questions regarding either your plan or this Summary Plan Description, you should ask your plan administrator. If any discrepancies exist between this Summary Plan Description and the actual provisions of the plan, the plan shall govern. GENERAL INFORMATION Plan Name: Employer: Makotek, Inc. 401(k) Profit Sharing Plan Makotek, Inc Northeast 12th Street Pompano Beach, FL (954) Employer Tax ID: Three Digit Plan Number: 001 Type of Plan: Administration Type: Plan Administrator: Cash or Deferred Profit Sharing Plan Self-Administered Makotek, Inc Northeast 12th Street Pompano Beach, FL (954) Plan Administrator ID Legal Agent: Makotek, Inc Northeast 12th Street Pompano Beach, FL (954) Service of legal process may also be made upon a plan trustee or the plan administrator as listed herein. Trust Name: Makotek, Inc. 401(k) Profit Sharing Trust 23

24 Trustees: Funding Arrangement: Richard C. Beltz James P. DeCastro Richard M. Rettstadt Trust Trust Tax ID Number: Plan Year: Limitation Year: Anniversary Date: Valuation Date: January 1st to December 31st January 1st to December 31st December 31st Daily PARTICIPATION IN YOUR PLAN In order to take advantage of the opportunities provided by your plan you must participate in the plan. There may be certain restrictions to your eligibility and participation. Following is information about how you can participate in the plan. What individuals may become participants? As an employee of Makotek, Inc. you may participate in the plan, once you have met the eligibility requirements. Who is considered an employee? An employee is an individual who performs services for the employer as a common law employee, a selfemployed individual who is treated as an employee, or a leased employee. What individuals are not eligible for the Plan? The following individuals are not eligible for participation in the plan: 1. Members of a collective bargaining unit where retirement benefits were the subject of good faith bargaining; 2. Non-resident aliens; and 3. Employees that were acquired in an acquisition, merger or similar transaction. What types of contributions are available in the Plan? There are 3 different contribution types available in the plan: 1. Employer Non-Elective: This is also known as a profit sharing contribution. Your employer will, at its discretion make a contribution to the plan. 2. Elective Deferrals: This type of contribution is also known as 401(k) Contributions or Salary Deferral Contributions. 3. Employer Matching: In order to receive these contributions you must be making salary deferrals to the plan. The employer makes these contributions based on the salary deferrals contributed by the participant. There are different eligibility and entry date requirements for each contribution type in the plan. Meeting all the eligibility requirements for one contribution type does not automatically make you eligible for other contributions in the plan. 24

25 What are the requirements to be eligible to make Salary Deferrals? There are no age or service requirements for the salary deferral portion of the plan. You will enter the plan on the date you have met this requirement. What are the requirements to be eligible for Employer Contributions? To be eligible to receive an employer profit sharing contribution you must have completed one (1) year of service. Eligibility is met immediately upon satisfaction of these requirements. This requirement is satisfied upon working 1,000 hours during a consecutive 12-month period. If you were employed on December 1, 2003 you will be eligible for the plan. You may enter the plan on December 1, Once you have met this requirement, you will enter the plan the first day of the plan year in which the eligibility requirements are satisfied. What are the requirements to be eligible for Matching Contributions? To be eligible to receive a matching contribution you must have completed one (1) year of service. Eligibility is met immediately upon satisfaction of these requirements. This requirement is satisfied upon working 1,000 hours during a consecutive 12-month period. Once you have met this requirement, you will enter the plan the first day of the plan year in which the eligibility requirements are satisfied. How do I start contributing Salary Deferrals? To contribute to your plan, your employer will ask you to complete a Salary Deferral Agreement. It is here that you tell your employer how much of your income you wish to defer to your plan. These contributions will be deducted from your paycheck on a pre-tax or after-tax basis. You do not have to complete an enrollment form to receive an employer profit sharing contribution. What Compensation will be used for my Contributions in the Plan? The compensation used to calculate your contributions will be based on your W-2 wages, including compensation due to SEP deferrals (section 402(h)(1)(B)), Cafeteria deferrals under Section 125, Deemed Section 125 Compensation, transportation compensation (Section 132(f)(4)), 401(k) and 403(b) deferrals (Section 402(e)) and 457(b) deferrals. The first year you are a participant your compensation will be from the entry date as a participant. How are Hours of Service determined? You are credited with the actual hours you work, and for hours for which you are paid but not at work, such as paid vacation or paid sick leave. However, if records of your hours are not maintained, you are credited with 10 hours each day in which you work at least one hour, as a backup method of crediting you with hours of service. What is a Year of Service for Eligibility purposes? You will earn a year of service for purposes of eligibility if you are credited with 1000 hours of service during the eligibility computation period. The "Eligibility Computation Period" is the 12-month period that begins with the date you were hired. Thereafter the eligibility computation period becomes the plan year and begins the first day of the plan year that began in your initial eligibility computation period. Each subsequent period is the plan year. What is a Break in Service for Eligibility Purposes? When you fail to complete more than 500 hours during the eligibility computation period, you incur a break in service. However, in certain circumstances, your plan is required to credit you with 500 hours, even though you didn't actually work 500 hours. This is primarily if you take time off to have, adopt or care for a child for a period immediately following the birth or adoption. You will receive this credit only for the purpose of determining whether you have incurred a break in service and not for receiving additional credit for a contribution or for vesting. CONTRIBUTIONS 25

26 As a plan participant, you can contribute a part of your pay on a tax-deferred basis (that is, before federal and state income taxes are deducted) or on an after-tax basis (that is, after both federal and state income taxes are deducted). Your employer may also make contributions to the plan. YOUR CONTRIBUTIONS TO THE PLAN: When you enroll in the plan, you decide whether to make your contributions on a pre-tax basis, an after-tax basis or a combination of the two. You will also select the percentage or dollar amount of your pay to be deducted as a pre-tax or an after-tax contribution. Your employer will deduct the amount you've elected from your paycheck in accordance with procedures established by your employer. What are Roth Salary Deferrals? All employees who are eligible to make pre-tax salary deferrals can also make after-tax salary deferrals. These contributions are also known as Roth Deferral Contributions. This means that you will be taxed on the money when it is withheld from your paycheck. You can contribute all or a portion of salary deferral as a Roth deferral. There are certain withdrawal restrictions for Roth deferral contributions. See "Distributions from Roth Deferral Accounts" in the distribution section of this SPD. Are there limits to how much I can contribute? The IRS limits the maximum amounts that can be contributed on a pre-tax or after-tax salary deferral basis. For 2010, that limit is $16,500. If you are age 50 or older, you may be able to contribute in excess of this limit. See Catch-Up Contributions below. What are Catch-Up Contributions? All employees who are eligible to make salary deferrals under this plan and who have attained age 50 before the close of a plan year, shall be eligible to make catch-up contributions. The catch-up contribution will be made in addition to the regular salary deferrals mentioned above. The IRS limits the amount that can be contributed as a catch-up contribution. For the 2010 tax year, that limit is $5,500. For future tax years, the limit is subject to cost-of-living increases as published by the IRS. When can I expect my Salary Deferrals to be deposited? Salary deferrals are deposited in the trust as soon as reasonably possible, following guidelines issued by the Department of Labor. When can I change my Salary Deferral Election? You may make an election, or change an election at any time. You may revoke your Salary Deferral Election at any time. What happens if I am contributing to another plan from a different Employer? If you participate in two or more deferred compensation plans (which include 401(k), Simplified Employee Pensions and 403(b) plans), your total deferrals to all plans could exceed IRS limits for the year. To avoid paying excise taxes if excess contributions have to be returned, you may want to designate which plan is to return any excess contributions to you. If you elect to have this plan return any excess, you should notify the plan administrator so that the excess can be returned to you, along with any earnings, before April 15th following the year in which the deferrals were withheld. Can I roll money into the Plan? Rollovers are permitted even if you are not yet a participant. Direct transfer rollovers are permitted from a qualified plan described in Code sections 401(a) or 403(a), excluding after-tax employee contributions, an annuity contract described in Code sections 403(b), 26

27 excluding after-tax employee contributions, and an eligible plan under Code section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. You may rollover an eligible distribution from a qualified plan described in Code sections 401(a) or 403(a), excluding after-tax employee contributions, an annuity contract described in Code sections 403(b), excluding after-tax employee contributions, and an eligible plan under Code section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. In-kind rollovers are not permitted. YOUR COMPANY CONTRIBUTIONS TO THE PLAN: In addition to your salary deferrals, your employer may make other types of contributions to the plan, such as a profit sharing contribution or a matching contribution. What are Matching Contributions? As an incentive to make salary deferrals to the plan your employer may contribute a certain percentage or dollar amount each year. This additional employer contribution is known as a matching contribution. What Salary Deferrals are eligible to receive Matching Contributions? Pre-tax salary deferral contributions, Roth deferral contributions, and Catch-up salary deferral contributions will be matched at the same rate. Are there requirements to receive the Matching Contributions? To be eligible to receive an allocation of matching contribution you must complete 1000 hours of service during the plan year and be employed the last day of the plan year. What happens if I die, retire or become disabled during the plan year? If you die during the plan year, you will receive a contribution regardless of the hours you worked during the plan year. If you retire during the plan year, you will receive a contribution regardless of the hours you worked during the plan year. If you become totally disabled during the plan year, you will receive a contribution regardless of the hours you worked during the plan year. How is the Matching Contribution determined? The amount of the match depends on your salary deferrals. Each year, your employer may at their discretion contribute a set matching percentage or a flat dollar amount that is allocated proportionate to the amount of your salary deferrals. Your employer will limit matching contributions, if any, for amounts in excess of the first 6.000% of compensation as elective contributions. When can I expect the Matching contributions to be allocated? The matching contributions made by your employer will be allocated to your matching contribution account as of the last day of the plan year. What are Profit Sharing Contributions? The company may make a profit sharing contribution to the plan each year and in such amount, if any, as it may determine. Are there requirements to receive a Profit Sharing Contribution? To be eligible to receive an allocation of the discretionary employer profit sharing contributions you must complete 1000 hours of service during the plan year and be employed the last day of the plan year. What happens if I die, retire or become disabled during the plan year? If you die during the plan year, you will receive a contribution regardless of the hours you worked during the plan year. If you retire during the plan year, you will receive a contribution regardless of the hours 27

28 you worked during the plan year. If you become totally disabled during the plan year, you will receive a contribution regardless of the hours you worked during the plan year. How is the Profit Sharing Contribution determined? Your share of the profit sharing contribution is determined each year as a percentage of compensation or a dollar amount per participant. Your plan creates a separate employee classification group for each eligible employee. When can I expect the Employer Profit Sharing Contributions to be allocated? The profit sharing contributions made by your employer will be allocated to your profit sharing account as of the last day of the plan year. When can I expect the Employer Contributions to be deposited? The employer contributions to the trust are normally paid by the company directly to the Trust either during the plan year or after the close of the plan year (within the time during which the Company has to file its federal tax return). When is a Plan top heavy? The plan becomes top heavy if more than 60% of the account balances are attributable to "key employees". Key employees are certain highly compensated officers or owner/shareholders. Each year, the plan administrator will make a top heavy determination. What happens if the Plan becomes top heavy? If the plan becomes top heavy in any plan year, participants who are not "Key Employees" must receive a minimum contribution for such plan year. This amount is based on the amount of contribution that the key employees receive and may be zero. There may also be a change to the vesting schedule for that year. See What is the Top Heavy Vesting Schedule? VESTING Vesting is the non-forfeitable balance of your employer contribution account(s) that you will be entitled to receive after your employment with the company ends. If you terminate employment before you meet the requirements for retirement, the distribution from your employer contribution account(s) will be limited to the vested portion. Your vesting percentage grows with your years of vesting service. What is a Year of Service for vesting purposes? You will earn a year of service for purposes of vesting if you are credited with 1000 hours of service during the plan year. You cannot earn more than one year of vesting service during the plan year. What is a Break in Service for Vesting Purposes? When you fail to complete more than 500 hours during the plan year, you incur a break in service. If you have incurred a break in service, your vesting percentage will not increase for the period in which the break occurs. However, in certain circumstances, your plan is required to credit you with 500 hours, even though you didn't actually work 500 hours. This is primarily if you take time off to have, adopt or care for a child for a period immediately following the birth or adoption. You will receive this credit only for the purpose of determining whether you have incurred a break in service and not for receiving additional credit for a contribution or for vesting. Is any of my service excluded? For purposes of vesting, all years of vesting service will be counted except: 1) Years excluded by the break in service rules. 28

29 2) Years completed prior to the attainment of age eighteen (18). 3) Years prior to the original effective date of this plan. How much will I be entitled to receive from my Employer Accounts if I leave before retirement? If you leave employment due to termination, your employer account along with earnings you are entitled to will be based on the following schedules: Vesting Schedule for Employer Profit Sharing: % vested after 3 years of vesting service. Vesting Schedule for Employer Matching: % Vested after 3 Years of Vesting Service. What is the Top Heavy Vesting Schedule? When the plan is top heavy, your contributions will be vested according to the following top heavy vesting schedule: Vesting Schedule for Top Heavy Employer Profit Sharing: Years of Vesting Service Percent Vested Less than % 2 but less than % 3 but less than % 4 but less than % 5 but less than % 6 or more % What was the prior vesting schedule? Prior to February 10, 2010 the plan had a different vesting schedule for the employer profit sharing contributions. Year(s) of Vesting Service Percent Vesting Less than 1 0% 1 but less than 2 0% 2 but less than % 3 but less than % 4 but less than % 5 but less than % 6 or more % Prior to February 10, 2010 the plan had a different vesting schedule for the matching contributions. Year(s) of Vesting Service Percent Vesting Less than 1 0% 1 but less than 2 0% 2 but less than % 3 but less than % 4 but less than % 5 but less than % 6 or more % What about my Salary Deferral and Rollover accounts? Salary deferrals (including any catch-up contributions) and rollover accounts along with those earnings associated with these accounts are always 100% vested. 29

30 What are my Beneficiaries entitled to if I die? If you die while still an employee, your employer profit sharing account, and employer matching account will become 100% vested. Your beneficiary will be entitled to receive 100% of your account. What am I entitled to if I become disabled? You will be entitled to 100% of your employer profit sharing account, and employer matching account. What happens if I terminate employment before I am fully vested? The non-vested portion of your account will be forfeited and used to offset plan expenses or may be used to supplement the employer or matching contribution. The forfeiture takes place as of the end of the plan year in which the earlier of the following occurs: 1) You incur five (5) consecutive breaks-in-service; or 2) You receive a distribution of your entire vested account balance. What happens to my forfeited amounts, if I am rehired into a position covered by the plan? If you were not vested (that is, 0% vested), when you severed employment, and you rejoin the plan before incurring a 5-year Break in Service, the amounts you forfeited will be restored as of your rehire date. If I am rehired into a position covered by the plan, how is my vesting service calculated? If you were fully (100%) vested at the time your employment ended, you will resume participation and be 100% vested immediately, on your rehire date. This means that the vesting service you earned prior to severing employment (pre-break) will be added to the vesting service you earn after reemployment (post-break). If you were not fully vested when your employment ended, the length of your interruption in employment determines how your vesting service will be calculated. If your Break in Service is less than 5 years, your pre-break vesting service will be added to your postbreak vesting service. Thus, your total years of vesting service are counted toward vesting in: * your employer account credited post-break, and * the pre-break employer account remaining in the plan, if you did not receive a distribution If you received a distribution from your employer account, and you would like to have your total years of vesting service (pre-break plus post-break) count toward vesting in your pre-break employer account, you must repay the full amount of your distribution from employer contribution accounts by the earlier of: * five (5) years after your rehire date, or * the date you incur a 5-year break following the date of the distribution If your interruption in employment is five years or more, and you were not vested (0% vested) when you left employment, your prior years of service are disregarded. Only the vesting service you earn after your rehire date will be counted. INVESTMENT ACCOUNTS Under Makotek, Inc. 401(k) Profit Sharing Plan, the money you deposit and any employer contributions are placed into investment accounts, which are credited with gains and losses at each valuation date. Separate accounts are set up for each different type of money, for example: 401(k) deposits, matching, discretionary, rollover, employer contributions (if any) and qualified non-elective contributions because there are different plan and IRS rules for each type of contribution. What is the value of my accounts? 30

31 The value of each of your accounts is established as of the Valuation Date under your Plan. The Valuation Date is daily. As of the Valuation Date: * Contributions may be added to your accounts (see Contributions ) * Distributions you have received since the prior Valuation Date will be subtracted from your accounts * Plan Expenses may be subtracted from your accounts * Interest and/or dividends, if any, will added to your accounts Also, current market values will be reflected in your accounts as of the Valuation Date. Depending on stock and/or bond market conditions, the value of your accounts may increase or decrease from one Valuation Date to the next. How are my accounts invested? You may direct the investment of all of your accounts. It is intended that your plan meet the requirements of ERISA section 404(c) by providing you with sufficient information for you to make informed investment choices. This information will be provided by the financial institutions managing the investment options. Does my plan offer life insurance as an investment? No life insurance policies shall be purchased. Can I take a loan from my accounts? Your plan permits loans. The plan administrator will provide you with a copy of the loan procedures. What are the Plan Expenses? This policy shall be effective for expenses allocated on or after January 1, Reasonable administrative expenses of the plan and trust may be paid by the plan to the extent not paid by the employer. Administrative expenses attributable to terminated participants shall be allocated among the terminated participants by charging each particular expense to the account balance of the terminated participant responsible for the expense. Administrative expenses attributable to active participants shall be allocated among the active participants by charging each particular expense to the account balance of the active participant responsible for the expense. Investment expenses of the plan and trust may be paid by the plan to the extent not paid by the employer. Investment expenses attributable to terminated participants shall be allocated among the terminated participants by charging each particular expense to the account balance of the terminated participant responsible for the expense. Investment expenses attributable to active participants shall be allocated among the active participants by charging each particular expense to the account balance of the active participant responsible for the expense. Processing fees may be paid by the plan for items such as loans, Qualified Domestic Relations Orders (QDROs), hardship distributions, in-service distributions, distributions at termination of employment, and calculations of benefits payable under different plan distribution options. Processing fees attributable to terminated participants shall be allocated among the terminated participants by charging each particular expense to the account balance of the terminated participant responsible for the expense. Processing fees attributable to active participants shall be allocated among the active participants by charging each particular expense to the account balance of the active participant responsible for the expense. DISTRIBUTIONS Does my plan allow hardship distributions? Hardship distributions of your pre-tax salary deferrals are permitted, but hardship distributions of your Roth 31

32 deferrals are not. You may request a hardship distribution while employed for one of the following reasons: * Medical Care - Expenses for or necessary to obtain medical care for yourself, your spouse, dependents, or named primary beneficiaries. * Principal Residence - Costs directly related to the purchase of your principal residence (not including mortgage payments). * Eviction and/or Foreclosure - Payment to prevent eviction from your principal residence and/or foreclosure on the mortgage of your principal residence. * Tuition - Payment of tuition for the next 12 months of post secondary school education for yourself, your spouse, dependents, or named primary beneficiaries. * Funeral Expenses - Payments for burial or funeral expenses for your parents, spouse, children, dependents, or named primary beneficiaries. * Principal Residence Repair - Expenses for repair of damage to your principal residence that qualify for the casualty deduction (as defined in IRC 165, determined without regard to whether the loss exceeds 10% of adjusted gross income). The Hardship distribution cannot exceed the amount necessary to meet your financial hardship. The plan administrator may request proof that the amount requested does not exceed the financial hardship. If you receive a hardship distribution, you will not be allowed to make salary deferrals to this plan or any other retirement plan for six (6) months following the date of your hardship distribution. Does the plan allow for In-Service distributions? An in-service distribution is one that you receive while you are actively employed. The primary purpose of the plan is to provide benefits to you upon your retirement; however, you may request an in-service distribution of all or a portion of some of your accounts as listed below: Salary Deferrals: You may receive an in-service distribution of your salary deferral amounts if those amounts have been allocated to your account for at least 2 years. The above requirements also apply to accounts subject to age 59.5 restrictions, such as contributions your employer may make to ensure that your plan passes certain non-discrimination tests. Other Accounts: In this Other Accounts section, the phrase other than salary deferral amounts means accounts that are not subject to the in-service restrictions described immediately above under Salary deferrals. You may receive an in-service distribution of amounts attributable to rollover contributions or voluntary after-tax contributions at any time, without restriction. You may receive an in-service distribution of your accounts other than salary deferral amounts if those amounts have been allocated for at least 2.0 years. In-service distributions may be taken from all of your accounts. May I take a distribution of my Roth Deferrals? There are certain restrictions that apply to receiving a distribution from your Roth deferral account. If any deferral contribution designated as a Roth deferral is withdrawn prior to the five (5) taxable year period beginning with the taxable year in which the Roth account is first established or prior to age 59-1/2 your distribution will consist of a pro-rata share of Roth earnings and Roth deferral. The earnings will be included in your gross income. To avoid a tax on the earnings of Roth deferral accumulated amounts, including earnings the withdrawal must be made after the fifth taxable year that your Roth account is first established and after age 59-1/2 or on account of your death or disability. What are Normal Retirement Benefits? You will reach the plan's normal retirement age when you reach the later of age 65 or the fifth anniversary of your participation in the plan. 32

33 Your normal retirement date is the date you reach normal retirement age. At your normal retirement age, you will be fully vested in your employer contribution account. When will I receive my Normal Retirement Benefits? Payment of your benefits will begin as soon as practicable following your retirement. Does the Plan have Disability Benefits? Should you become permanently disabled while a participant under this plan, you will receive 100% of your account balance. You will be considered disabled if the Social Security Administration has determined that you are eligible to receive Social Security disability benefits. If it is determined you are disabled, your payments will begin as soon as practicable following your disability retirement. What benefits will I receive upon Termination? If your employment is terminated for any reason other than those set out above, you will be entitled to that portion of your employer accounts in which you are vested. "Vesting" refers to the percentage of your account balance you are entitled to at any point in time. For each year you remain a participant in the plan, you may become vested with a higher percentage of your employer account balance. See the Vesting Section for more information. Payment of your benefits will begin within a reasonable period following your termination of employment. What are distributions due to a Domestic Relations Order? In general, contributions made by you or your employer for your retirement are not subject to alienation. This means they cannot be sold, used as collateral for a loan, given away or otherwise transferred. They are not subject to the claims of your creditors. However, they may be subject to claims under a Qualified Domestic Relations Order (QDRO). The administrator may be required by law to recognize obligations you incur as a result of court ordered child support or alimony payments. The administrator must honor a "Qualified Domestic Relations Order," which is defined as a decree or order issued by a state court (or other state authorized body) that obligates you to pay child support or alimony, or otherwise allocates all or a portion of your assets in the plan to an alternate payee such as your spouse, child or other dependent. If a QDRO is received by the administrator, all or portions of your benefits may be used to satisfy the obligation. It is the plan administrator's responsibility to determine the validity of a QDRO. Distributions pursuant to a Qualified Domestic Relations Order are permitted on or after the date a Domestic Relations Order is determined to be a Qualified Domestic Relations Order, even if the participant continues to be employed and has not attained the "earliest possible retirement age" pursuant to section 414(p) of the Internal Revenue Code. For this purpose, the "earliest possible retirement age" under the plan means the earlier of: (a) the date on which the participant is entitled to a distribution under the plan, or (b) the later of the date the participant attains age 50, or the earliest date on which the participant could begin receiving benefits under the plan if the participant separated from service. Participants and beneficiaries can obtain, from the plan administrator, without charge, a copy of the plan's procedures governing Qualified Domestic Relations Orders. How will I receive my distribution? Your plan provides for a lump sum distribution. Will the plan automatically distribute any of my benefit? The plan may elect to make a mandatory distribution of account balances that are $1, or less. 33

34 What is a Required Minimum Distribution? Under certain circumstances, the law requires that your distributions begin no later than April 1 of the year following the date you reach age 70-1/2 (the date six months after your 70th birthday) if you are an owner of the company. All participants that still have a vested account balance after reaching 70-1/2 and are terminated are required to take these distributions. You or your beneficiaries may elect the 5 year rule for distributions if you die before the required distributions begin. Your plan administrator will contact you if you are affected by this requirement. How will my Distributions be taxed? The benefits you receive from the plan will be subject to ordinary income tax in the year in which you receive the payment, unless you defer taxation by a "rollover" of your distribution into another qualified plan or an IRA. Also, in certain situations, your tax may be reduced by special tax treatment such as "10-year forward averaging." VERY IMPORTANT NOTE: Under most circumstances, if you receive a distribution from this plan, twenty percent (20%) of your distribution will be withheld for federal income tax purposes, unless you instruct the trustees of this plan to transfer your distribution DIRECTLY into another qualified plan or an IRA. You must give these instructions to the trustees no more than 180 days before the date you receive the payment. Also, the trustees must wait at least 30 days after receiving your instructions before making the payment, to allow you time to change your decision, unless you waive the waiting period in writing. In addition to ordinary income tax, you may be subject to a 10% tax penalty if you receive a "premature" distribution. If you receive a distribution upon terminating employment before age 55 and you don't receive the payment as a life annuity, you will be subject to the 10% penalty unless you roll over your payment. If you take a hardship withdrawal before age 59-1/2, the withdrawal will usually be subject to the 10% penalty. But, there is no penalty for payments due to your death or disability. As the rules concerning "rollovers" and the taxation of benefits are complex, please consult your tax advisor before making a withdrawal or requesting a distribution from the plan. As required by law, the plan administrator will provide you with a brief explanation of the rules concerning "rollovers." LOAN PROCEDURES Pursuant to the terms of Makotek, Inc. 401(k) Profit Sharing Plan and Makotek, Inc. 401(k) Profit Sharing Trust, the Trustee has adopted a participant loan program as part of such Plan and Trust. The program is intended to comply with Labor Regulation b-1, and Treasury Regulation sec 1.72(p)-1. Loans will be made pursuant to the terms of the Plan and Trust and the following provisions of this Participant Loan Program. The Loan Program procedures are being provided to you in a separate document. Are my benefits protected? OTHER IMPORTANT INFORMATION Except for the requirements of a Qualified Domestic Relations Order, your plan benefits are not subject to claims, indebtedness, execution, garnishment or other similar legal or equitable process. Also, you cannot voluntarily (or involuntarily) assign your benefits under this plan. Can the Plan be amended or terminated? The employer has reserved the right to amend or terminate the plan. However, no amendment can take away any benefits you have already earned. If your plan is terminated, you will be entitled to the full amount in your account as of the date of termination, regardless of the percent you are vested at the time of termination. 34

35 Does Pension Benefit Guaranty Corporation Insurance apply to this Plan? The benefits provided by this plan are not insured by the Pension Benefit Guaranty Corporation (PBGC). Such insurance is only required under Title IV of the Employee Retirement Income Security Act (ERISA) for defined benefit pension plans. What are the Claims for Benefits procedures under this Plan? When you request a distribution of all or any part of your account, you will contact the plan administrator who will provide you with the proper forms to make your claim for benefits. Your claim for benefits will be given a full and fair review. However, if your claim is denied, in whole or in part, the plan administrator will notify you of the denial within 90 days of the date your claim for benefits was received, unless special circumstances delay the notification. If a delay occurs, you will be given a written notice of the reason for the delay and a date by which a final decision will be given (not more than 180 days after the receipt of your claim.) There is an exception to the above rules if your claim is for disability benefits. The plan administrator shall notify you or your beneficiary within a reasonable period of time, but not later than 45 days after the date your claim was received. The plan administrator may extend this deadline by up to 30 days if there are special circumstances beyond the control of the plan that require additional time to process the claim. If a delay occurs, you will be notified in writing before the end of the initial 45-day period. If, prior to the end of the first 30-day extension period, the plan administrator determines that, due to matters beyond the control of the plan, a decision cannot be made within that extension period, the period for making the determination may be extended for up to an additional 30 days, provided that the plan administrator notifies you or your beneficiary, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the plan expects to render a decision. In the case of any extension under a claim for disability benefits, the notice of extension will specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on your claim, and the additional information needed to resolve those issues. Further, you will be given at least 45 days within which to provide the specified information. Notification of a denial of claims will include: the specific reason(s) for the denial, reference(s) to the plan provision(s) on which the denial is based, a description of any additional material necessary to correct your claim and an explanation of why the material is necessary, and an explanation of the steps to follow to appeal the denial, including notification that you (or your beneficiary) must file your appeal within 60 days of the date you receive the denial notice. If you or your beneficiary do not file an appeal within the 60-day period, the denial will stand. If you do file an appeal within the 60 days, your employer will review the facts and hold hearings, if necessary, in order to reach a final decision. Your employer's decision will be made within 60 days of receipt of the notice of your appeal, unless an extension is needed due to special circumstances. In any event, your employer will make a decision within 120 days of the receipt of your appeal. PARTICIPANT RIGHTS UNDER ERISA As a participant in Makotek, Inc. 401(k) Profit Sharing Plan you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). Receive information about your Plan and your benefits: 35

36 ERISA provides that all plan participants shall be entitled to: * Examine, without charge, at the plan administrator's office all documents governing the plan and a copy of the latest annual report filed by the plan with the U.S. Department of Labor. * Obtain copies of all plan documents and other plan information upon written request to the plan administrator (the administrator may make a reasonable charge for the copies), * Receive a summary of the plan's annual financial report. The plan administrator is required by law to furnish each participant with a copy of this summary annual report. * Obtain a statement telling you whether you have a right to receive a benefit at normal retirement age and if so, what your benefits would be at normal retirement age if you stop working under the plan now. If you do not have a right to a benefit, the statement will tell you how many more years you have to work to get a right to a benefit. This statement must be requested in writing and is not required to be given more than once a year. The plan must provide the statement free of charge. Actions by 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 may fire you or otherwise discriminate against you in any way to prevent you from obtaining a retirement benefit or exercising your rights under ERISA. Enforcing your rights: If your claim for a benefit is denied in whole or in part, you have the right to know why this was done and 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 written materials from the plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the plan 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. Assistance with your questions: If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree with the plan's decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, you may file suit in Federal court. If it should happen that plan fiduciaries misuse the plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. If you have questions about your plan, you should contact the plan administrator. If you have any questions about this statement or your rights under ERISA, or if you need assistance in obtaining documents from the plan administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory 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 may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. 36

37 CHAPTER 3 Employee Stock Ownership Plan 37

38 MAKOTEK, INC. EMPLOYEE STOCK OWNERSHIP PLAN SUMMARY PLAN DESCRIPTION Makotek, Inc. ( Company ) established the Makotek, Inc. Employee Stock Ownership Plan ( Plan ), effective January 1, The purpose of the Plan is to reward you for your service to the Company by providing a retirement benefit, which is generally based on the value of the stock of the Company ( Company Stock ) held in your Account under the Plan. Your benefit under the Plan will assist you in building for your future economic security (i) without any deduction from your paychecks and (ii) without requiring you to invest any of your personal savings. As a beneficial owner of the Company through your participation in the Plan, you will share in the growth and prosperity of the Company. Your efforts toward the success of the Company is a vital link to the value of your benefits under the Plan. This Summary Plan Description provides a brief description of the Plan. This document is intended to summarize the Plan and not to interpret, extend, or change it in any way. The actual Plan document is on file with the Company and should be consulted with respect to the complete and technical operations of the Plan. In the event of any discrepancy between this Summary Plan Description and the actual provisions of the Plan document, the Plan will govern and be controlling. The information in this Summary Plan Description may be modified at a later date by a Material Modification. If this is the case, you will receive a copy of such Material Modification which you should retain along with your copy of this Summary Plan Description. Be sure to check the Material Modification, if any, when you refer to this Summary Plan Description. Because the Plan document does not address every possible individual situation, a committee (known as the ESOP Committee ) will have discretionary authority to interpret the provisions of the Plan with respect to specific situations, as needed. The ESOP Committee will make determinations regarding such things as (i) the terms of the Plan, (ii) eligibility for benefits, (iii) the nature and amount of benefits, if any, and (iv) distributions under the Plan. The ESOP Committee s interpretation of the Plan, and decisions concerning the Plan, will be final and binding. If you have any questions regarding the Plan, you should consult the ESOP Committee. PURPOSE OF THE PLAN The primary purpose of the Plan is to enable you and other employees to share in the growth and prosperity of the Company and to provide you with an opportunity to accumulate capital for your retirement needs. The Plan is designed to do this at no cost to you whatsoever. 38

39 The success of the Company depends on the teamwork and positive attitudes of all Employees. At every level of job responsibility, the efforts and devotion of many individuals have created the success so far achieved and will help guarantee that the Company remains successful. There are many ways in which you can help. Just a few examples are: Reduce waste and inefficiencies to the barest minimum. Make suggestions to your supervisor as to how your Company can do a better job. Take an active interest in solving problems of your Company. Communicate with your fellow employee owners. Get involved: It s your Company! Participation in the Plan is an especially appropriate way to recognize individual and team efforts. PARTICIPATION IN THE PLAN Eligibility. You will become eligible to participate in the Plan coincident with or immediately following the date you (i) attain age 18 and (ii) have completed one Year of Service. For this purpose, a Year of Service is any Plan Year in which you are credited with at least 1,000 hours of service with the Company. Entry Dates. After you become eligible to participate in the Plan, you will then enter the Plan on the January 1 st or July 1 st, coincident with or immediately following the date you meet the preceding age and service requirements. At such time, you will be considered to be a participant of the Plan ( Participant ). CONTRIBUTIONS AND ALLOCATIONS OF CONTRIBUTIONS Compensation. General Rule. Your share (or allocation) of contributions under the Plan by the Company is based on your compensation ( Compensation ). For Plan purposes, Compensation generally means your total wages during a Plan Year paid to you by the Company. Limitation. The Internal Revenue Code imposes a limit (e.g., $245,000 for 2009 and 2010, and as may be indexed each year thereafter) on the amount of Compensation that may be considered in any one Plan Year with respect to any Participant. Such limit will be monitored accordingly each Plan Year. Company Contributions. Each Plan Year, the Company may decide, in its discretion, an amount, if any, it will contribute to the Plan. Contributions by the Company may be made in 39

40 the form of Company Stock, or cash, or a combination of both. In any event, contributions by the Company will be made in an amount needed to make installment payments on an Exempt Loan (discussed later). Allocation of Company Contributions. General Rule. Contributions to the Plan by the Company will be allocated among eligible Participants in the ratio that the Compensation of each Participant bears to the total of all such Compensation of all Participants. You will be allocated a Company contribution only if you (i) have completed 1,000 hours of service during the Plan Year and (ii) are employed on the last day of the Plan Year (December 31 st ). However, such hours of service and employment requirements do not apply if your employment with the Company terminates during the Plan Year on account of your death or Disability or your attaining Normal Retirement Age (defined later). Example. Your share of the Company s discretionary contribution is determined by the following fraction: Company s Your Compensation Discretionary Contribution x Total Compensation of All Participants Eligible to Share Suppose the Company s discretionary contribution for the Plan Year is $200,000. Employee A s compensation for the Plan Year is $25,000. The total compensation of all Participants eligible to share, including Employee A, is $2,500,000. Employee A s share will be: $200,000 x $ 25,000 or $2,000 $2,500,000 Allocation Limits. Federal law places limits on the total Company contributions and Participant Forfeitures which may be allocated to your accounts under all qualified plans sponsored by the Company during any Plan Year (e.g., for 2009 and 2010, such limit is the lesser of $49,000 or 100% of your Compensation). The dollar amount in the preceding sentence may be indexed each year. The limits applicable to the Plan will be monitored accordingly each Plan Year. Employee Contributions. You are prohibited from making employee pre tax and/or aftertax contributions to the Plan. You are also prohibited from rolling over (or directly transferring) amounts from other qualified plans or IRAs to the Plan. ACCOUNTS AND ALLOCATIONS TO PARTICIPANT ACCOUNTS Accounts. An account ( Account ) will be established in your name under the Plan, and your share of Plan assets will be credited to your Account. Your Account may consist of the following sub accounts: a Participant Employer Securities Account and a Participant 40

41 General Investments Account. In addition, other Accounts may be established from time to time to record your interest (or the interest of a beneficiary of a deceased Participant). Any cash or Company Stock contributed by the Company to the Plan will eventually be allocated directly to the Accounts of Participants who have satisfied the hours of service and employment requirements to receive an allocation. Trust. All contributions by the Company to the Plan (and earnings on those contributions) are held in the Makotek, Inc. Employee Stock Ownership Trust ( Trust ). As of the end of each Plan Year, your Account will be credited with your share of Company contributions (and Participant Forfeitures) for the Plan Year. Your share of net income (or loss) of the Trust for the Plan Year will generally be allocated based on Account balances. EXEMPT LOAN Exempt Loans. The Trust has the ability to borrow money to buy Company Stock. Certain loans (called Exempt Loans ) may take the form of either a direct loan by the Company or a selling shareholder to the Trust, or a loan to the Trust by some other lender but which may be guaranteed by the Company. Exempt Loans are subject to certain special rules as set forth in the Internal Revenue Code and applicable Treasury Regulations. Shares of Company Stock purchased with the proceeds of an Exempt Loan are pledged as collateral for the Exempt Loan. Contributions by the Company to the Trust will be used to repay the Exempt Loan. Suspense Account. General Rule. Company Stock purchased by the Trust for your benefit with an Exempt Loan is not allocated directly to your Account. Rather, the purchased Company Stock is initially held in a suspense account under the Plan known as the Unallocated Employer Securities Account. When a cash contribution is made by the Company to the Trust, part of the Exempt Loan is repaid using such cash. Accordingly, a pro rata portion of the pledged stock will be released from the Unallocated Employer Securities Account and allocated to your Employer Securities Account based upon the percentage that your Compensation for the Plan Year bears to the total Compensation of all eligible Participants for the Plan Year (assuming you have satisfied the hours of service and employment requirements). Current Procedure. Since the Trust has borrowed money in order to purchase Company Stock for your benefit and an Exempt Loan is outstanding, then instead of allocating the Company s cash contributions directly to your Account, such amounts will be applied to pay installments on the Exempt Loan as they become due. As mentioned above, all Company Stock acquired by the Trust with the proceeds of an Exempt Loan will be initially maintained in a suspense account. Thereafter, a portion of such Company Stock will be released and allocated to Participants Accounts as the Exempt Loan is repaid. Company Stock withdrawn from the suspense account will be allocated among Participants eligible to share in the Company s contribution for the Plan Year. Your share of the Company Stock withdrawn is determined by the following fraction: Number of Shares of Your Compensation Company Stock Released x Total Compensation of From the Suspense Account All Participants Eligible to Share 41

42 More Information. If you require more information on allocations to your Account under the Plan and Trust, please ask the ESOP Committee. NORMAL RETIREMENT AGE For purposes of the Plan, Normal Retirement Age of a Participant is defined as the date a Participant reaches 65 years of age. VESTING General Vesting Rules. The number of Years of Service you have with the Company determines the amount of your Account which is vested. The amount of your Account which is vested is the amount to which you are entitled to if you terminate your employment with the Company. 100% Vesting. You are automatically 100% vested in your Account if: you reach Normal Retirement Age; you become disabled (as defined in the Plan) while employed; you die while employed; or the Plan is terminated. Vesting Schedule. In all other circumstances, you vest in your Account by the number of Years of Service you have with the Company in accordance with the following vesting schedule: Years of Service Percentage Less than 3 years... 0% 3 or more years % Years of Service. As you can see, earning a Year of Service is critical in applying the vesting rules of the Plan. A Year of Service is any Plan Year in which you are credited with at least 1,000 hours of service with the Company. Generally, all of your Years of Service with the Company will be taken into account in determining vesting. However, Years of Service you earned prior to the effective date of the Plan (which is January 1, 2009), are not taken into account for purposes of vesting under the Plan. Special Rule Regarding Vesting. Under a special rule pertaining to vesting, you will lose your prior service on a permanent basis following a Break in Service (defined below). As a result, you must start over under the vesting schedule. For this rule to apply, you must incur a minimum of five consecutive breaks in service. You will have five consecutive breaks in service when there are five consecutive Plan Years in which you are credited with 500 or fewer hours of service in each of those periods. For example, a five consecutive Break in Service occurs if, for five Plan Years in a row, you have 500 or fewer hours in each of those Plan Years. Break in Service. A Break in Service is generally a Plan Year in which you do not have more than 500 hours of service with the Company. Certain exceptions apply, such as (i) an authorized leave of absence and (ii) birth or adoption of a child. Please check with the ESOP Committee for more details. 42

43 Examples. These Break in Service rules may be illustrated by the following examples: Break in Service. Employee A works 300 hours in a Plan Year. At the end of the Plan Year, Employee A will have a Break in Service because he has worked less than 501 hours in a Plan Year. Employee B works 300 hours in a Plan Year and takes an authorized leave of absence for which he is credited with an additional 250 hours. Employee B will NOT have a Break in Service because he is credited with more than 500 hours in a Plan Year. Post-Break Service. If you do not have five Years of Service for vesting purposes when a Break in Service occurs, the number of your consecutive Breaks in Service determines whether post-break service can be applied to your pre-break benefits. For example, if you are not yet vested, terminate employment, and then are reemployed after a one-year Break in Service, you will receive credit for all Years of Service credited to you before your Break in Service when you have completed another Year of Service. But if the period of your consecutive Breaks in Service is five or more, your post-break service will not be applied to your pre-break benefits, and they will be permanently forfeited. Pre-Break Service. Pre-break service will be important for vesting in your pre-break benefits only if you were not fully vested in your pre-break benefits. In general, prebreak service will be counted for this purpose, but it will not be counted if your period of consecutive Breaks in Service is equal to or greater than the greater of five or your total years of pre-break service. For example: Employee A terminated employment on January 1, 2011 with two Years of Service. Employee A was not vested at the time of her termination of employment. Employee A returns to work on January 1, Employee A will be credited with her two prebreak Years of Service because her period of termination (three years) did not exceed five years. Military Service. If you are reemployed with the Company after a period of military service, you may be entitled to certain rights under USERRA. These rights generally apply if your military service does not exceed five years and if you return to work within certain periods (in many cases, 90 days) after your discharge. Other conditions may apply as well. If you meet all applicable conditions, you will reenter the Plan as a Participant immediately upon your reemployment. More Information. The break in service rules are complicated. If you are considering taking a leave of absence or terminating your employment with the Company, you should consult the ESOP Committee to determine the effect on your Plan benefits. FORFEITURE OF NONVESTED PORTION OF ACCOUNT Forfeitures. If you terminate employment with the Company before you are 100% vested in your Account, you will forfeit the non-vested portion of your Account. However, if you are reemployed by the Company on or before you have incurred five consecutive Breaks in Service, your non-vested Account will be restored to the amount it was prior to your termination of employment but only if you repay the vested amount that was originally distributed to you back to the Plan. Such restoration will not be adjusted for gains and/or losses which may have occurred subsequent to your termination of employment. 43

44 Use of Forfeitures. Forfeitures during each Plan Year may be (i) first used to restore prior forfeitures and (ii) then allocated among eligible Participants Accounts in the ratio that each such active Participant s Compensation received during the Plan Year then ended bears to all Compensation received by all eligible active Participants during the Plan Year then ended. Timing of Payment. DISTRIBUTIONS If you terminate your employment with the Company, the following distribution provisions generally apply with respect to the timing of payment of your Account: Death, Disability or Normal Retirement Age. If you terminate employment with the Company by reason of death, Disability or attainment of Normal Retirement Age, then distribution of your Account will begin no later than one year following the end of the Plan Year in which such event occurred. If, however, your termination of employment is for reasons other than death, disability, or the attainment of Normal Retirement Age, distribution of your Account will begin no later than one year following the end of the fifth Plan Year following the Plan Year in which you terminate your employment with the Company. Special Rule for Company Stock Purchased With a Loan. With respect to Company Stock allocated to your Account which was acquired with an Exempt Loan, if you terminate your employment with the Company for any reason other than death, disability or the attainment of Normal Retirement Age, distributions with respect to such Company Stock may generally be postponed until the Exempt Loan is repaid in full (unless otherwise required by the Plan or applicable law). No Participant Election. If you separate from service with the Company and fail to elect distribution from the Plan and your Account exceeds $1,000, the Company must begin distribution of your Account as soon as administratively practicable after the close of the Plan Year in which the later of the following occurs: (i) you attain Normal Retirement Age; (ii) the 10 th anniversary of the date you commenced participation in the Plan; or (iii) the date you terminate your employment with the Company. Account Does Not Exceed $1,000. If you separate from service with the Company and your Account does not exceed $1,000, your Account will be distributed as soon as administratively practicable following the close of the Plan Year in which you terminated employment with the Company. Required Beginning Date. Notwithstanding any timing rule above, you must begin receiving distributions of your Account no later than April 1 st following the Plan Year in which you reach age 70½ or retire, whichever is later. Other rules apply for 5% owners of the Company. More Information. You should consult the ESOP Committee regarding any details on timing of distributions from your Account. 44

45 Method of Payment. If you terminate your employment with the Company, the following distribution provisions apply with respect to the method of payment of your Account: If your vested Account balance does not exceed $1,000 and you terminate employment with the Company for any reason, your Account will be paid to you in a lump sum. If your vested Account balance exceeds $1,000, your Account may be paid in substantially equal installment(s) (not less frequently than annually) at the direction of the ESOP Committee over a period not exceeding five years, plus one year for each $195,000 or fraction thereof by which the value of your Account exceeds $985,000. The dollar amounts in this paragraph are subject to cost-of-living adjustments. If your vested Account balance exceeds $1,000, your Account may be paid in a single lump sum at the direction of the ESOP Committee. At any time you are entitled to receive a distribution under the Plan, you may elect a direct rollover to an IRA or another qualified plan, but if only if your vested Account balance exceeds $200. Form of Payment. If you terminate your employment with the Company, the following distribution provisions apply with respect to the form of payment of your Account. In the event the Company is operating as an S corporation for federal income tax purposes, the Internal Revenue Code allows the Company to restrict distributions from the Plan in the form of Company Stock. Accordingly, it is the intent of the Company that your Account be distributed entirely in cash if the Company is operating as an S corporation. For purposes of distributing your vested Employer Securities Account balance to you, the value of Company Stock held in such Account will be determined as of the end of the Plan Year which precedes or coincides with the date of distribution. In the event distribution is made in Company Stock, however, such Company Stock may be subject to a mandatory put option in your favor. In addition, the Trustee (as your nominee ) may exercise your put option for you on your behalf. See the discussion immediately below under the heading, Put Option. Put Option. General Rule. The put option is generally an election provided to you which provides that, if you receive your distribution in the form of Company Stock, you may require that the Company purchase all or any part of the Company Stock that was distributed to you (under the payment terms described below). Your put option allows you to elect to sell such Company Stock to the Company within 60 days after the Company Stock is distributed to you. The purchase price for such Company Stock will equal the fair market value of the Company Stock, as determined pursuant to the Plan s most recent valuation. If you do not elect to sell your Company Stock 45

46 to the Company within the first 60 day period, you must wait to sell the Company Stock until the second 60 day period, which begins on the first day after the new determination of the fair market value of the Company Stock is made in the next Plan Year. S Corporation. As mentioned above, the Company reserves the right to make distributions to you in cash if the Company is operating as an S corporation. However, in the event your distribution consists of Company Stock, such stock may be subject to the requirement that you (or the Trustee as your nominee ) immediately resell such Company Stock back to the Company via your put option right. Terms of Purchase. Under your put option, the Company will purchase Company Stock from you within 30 days after providing you with written notice, or after receiving your written notice of exercise. Payment will be made in substantially equal annual installments over a period of not more than five years. Such payments will be set forth in a promissory note issued by the Company which is adequately secured and bears a reasonable rate of interest. More Information. You should contact the ESOP Committee to receive more detailed information concerning the form of payment from the Plan. IN-SERVICE DISTRIBUTION After you attain Normal Retirement Age and until you retire, you have a continuing election to receive all or any portion of your vested Account balance. You must make an election under this paragraph on a form prescribed by the ESOP Committee at any time during the Plan Year for which your election is to be effective. In your written election, you must specify the percentage (or dollar amount) you wish the Trustee to distribute to you. Such election is subject to (i) the method of payment rules of the Plan, (ii) the timing rules of the Plan and (iii) the form of distribution rules of the Plan. The Trustee will distribute the balance of your vested Account balance not distributed pursuant to your election(s) in accordance with the other distribution provisions of the Plan. CONVERSION OF TERMINATED PARTICIPANT ACCOUNTS General Rule. If you terminate employment with the Company, the ESOP Committee may direct that the Company Stock held in your Employer Securities Account be converted into cash pending distribution to you. Direction of Investment. If your Company Stock is converted into cash, the ESOP Committee will direct the Trustee regarding the investment (or reinvestment) of such cash. BENEFICIARY DESIGNATION General Rules. If you are married and wish to designate someone other than your spouse as beneficiary, you may do so. However, your spouse must consent to this in a written statement which must be notarized. As a Participant, you may designate a beneficiary on forms provided for that purpose. PLEASE BE SURE TO FILE A CURRENT BENEFICIARY DESIGNATION FORM WITH THE COMPANY. IF THERE IS A CHANGE IN YOUR WISHES OR CIRCUMSTANCES, OR IF YOUR DESIGNATED 46

47 BENEFICIARY DIES, YOU SHOULD PROMPTLY CHANGE THE DESIGNATION BY FILING A NEW BENEFICIARY DESIGNATION FORM. No Designated Beneficiary. If you should die without a spouse or designated beneficiary, your benefits will be paid to such person(s) as set forth in the Plan. Taxation of Your Benefit Payments General Rule. Under existing law, you will be taxed on amounts in your Account when they are distributed to you unless you directly roll the funds over to another tax qualified plan or an IRA. Certain distributions made before you reach age 59½ can also be subject to a 10% penalty tax. Tax Advice. When you become entitled to receive payment from the Plan, YOU SHOULD SEEK TAX ADVICE TO DETERMINE HOW YOUR FUNDS WILL BE TAXED. DIVERSIFICATION OF YOUR ACCOUNT Eligibility. For a period of 90 days following each Plan Year during your election period, you may (with certain exceptions) elect one of two diversification options with respect to Company Stock held in your Employer Securities Account. Your election period runs for six Plan Years, beginning with the Plan Year immediately following the later of the date on which you attain age 55 and complete ten years of participation in the Plan. Method of Diversification. You may either (i) receive a lump sum distribution or (ii) if the Company maintains another qualified plan (e.g., a 401(k) plan), you may direct the Trustee to make a direct transfer of a portion of your Employer Securities Account to that qualified plan (if such plan accepts direct transfers and provided such plan offers at least three diversified investment options). Amount Subject to Diversification. The amount subject to your diversification election will equal 25% of the value of your Employer Securities Account, less any amounts previously diversified. During the last 90 day period occurring during your qualified election period, your Employer Securities Account subject to the diversification election will be 50%, rather than 25%, less any amounts previously diversified. Timing. If you elect to diversify your Employer Securities Account, you must make your election within the 90 days following the end of the Plan Year in which your diversification election becomes available. Your Employer Securities Account will then be diversified by distributing (or transferring) the portion of such Account which you elected within 90 days after the last day of the period within which you may make this election. LOANS No loans are available to you (or to your beneficiary) from the Plan. VOTING RIGHTS OF COMPANY STOCK 47

48 General Rule. As a Participant of the Plan, you have certain voting rights with respect to the Company Stock held by the Trust. Such voting rights, however, extend only to Company Stock actually allocated to your Account. Corporate Matters Subject to Your Vote. You (or your beneficiary) are entitled to direct the Trustee as to the manner in which voting rights are to be exercised with respect to any corporate merger or consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of a trade or business, or any similar transaction prescribed by the IRS in Treasury Regulations, with respect to the Company. Again, voting rights regarding these extraordinary corporate transactions are applicable to Company Stock allocated to your Account. The ESOP Committee will direct the Trustee to vote your allocated Company Stock on all other corporate matters. Stock Held in the Unallocated Employer Securities Account. The ESOP Committee will direct the Trustee to vote the Company Stock held in the Unallocated Employer Securities Account. Procedure. At such time when you are eligible to exercise voting rights on Company Stock allocated to your Account, you will then be provided with certain forms and information statements which will allow you to make an informed decision. You will also be provided with certain procedures with respect to the method of voting and the deadline for getting your vote in to the Trustee on a timely manner. As part of such procedures, the Trustee may impose reasonable restrictions, guidelines and deadlines on your voting rights so that your vote may be considered in a timely manner prior to the corporate transaction at issue. ASSIGNMENT OF BENEFITS General Rule. No benefits under the Plan may be assigned to any third party, nor may be subject to attachment or garnishment by creditors until after they are actually received by you or your beneficiary. However, all or a portion of your benefits may be assigned to your spouse, former spouse, child or other dependent (known as an Alternate Payee ) in accordance with a court order (known as a Qualified Domestic Relations Order or QDRO ) awarding all or a portion of the benefits as alimony, child support or as part of a marital property settlement. Such a court order must meet numerous technical requirements which classify it as a QDRO before it can be honored by the Plan. If you are involved in child support or divorce proceedings, you should consult the ESOP Committee. You (or your beneficiary) may obtain, without charge, a copy of the Plan s procedures governing QDROs from the Plan Administrator or the ESOP Committee. Payment. Immediate distribution of benefits from the Plan payable under a QDRO may generally be permitted to an Alternate Payee if certain requirements are met, even though you would not be entitled to a distribution from the Plan at that time. If an Alternate Payee dies prior to distribution of the amounts payable to such Alternate Payee and the QDRO does not specify how amounts are to be distributed upon the Alternate Payee s death, the Company may choose to have a court determine to whom payments should be made. CLAIMS PROCEDURE The Company may establish a separate committee known as the appeal committee ( Appeal Committee ) whose sole responsibility shall be the handling of claims or other 48

49 grievances under the terms of the Plan. In the absence of such appointment, the ESOP Committee shall function as the Appeal Committee. (A) Non Disability Based Claims. (1) Claims for Benefits or Value of Account. For non Disability type claims, you (or your beneficiary) may file with the Appeal Committee a written claim, if you (or your beneficiary) determine that the provisions and/or administration of the Plan have not provided you with your proper account balance or any benefit, right or feature under the Plan. The Appeal Committee must render a decision on the claim within 90 days of your (or your beneficiary s) written claim. (2) Notice of Denial or Adverse Determination. The Plan Administrator must provide adequate notice to you (or your beneficiary), in writing, if the Appeal Committee has denied your (or your beneficiary s) claim. Such notice must set forth: The specific reason (or reasons) for the denial (or such other adverse determination); Specific references to pertinent Plan provisions (or provisions of applicable law, or guidance from the Internal Revenue Service and/or the U.S. Department of Labor) on which the Appeal Committee based its denial; A description of any additional material and information needed for you (or your beneficiary) to perfect a claim and an explanation of why the material or information is needed; That any appeal you (or your beneficiary) wish to make of the adverse determination must be in writing to the Appeal Committee within 60 days after receipt of the Plan Administrator s notice of denial (or such other adverse determination). The Plan Administrator s notice must further advise you (or your beneficiary) that (i) failure to appeal the action to the Appeal Committee in writing within the 60 day period will render the Appeal Committee s determination final, binding and conclusive and (ii) you (or your beneficiary) must first exhaust all remedies and/or procedures under the Plan before proceeding to file any type of lawsuit; and The name of each member of the Appeal Committee and the name and address of the Appeal Committee member to whom you may forward your appeal. (3) Procedure for Appeal of Claim. If you (or your beneficiary) should appeal to the Appeal Committee, you, or your (or your beneficiary s) duly authorized representative, may submit, in writing, whatever issues and comments you, or your (or your beneficiary s) duly authorized representative, feels are pertinent. At the appeals conference (or prior thereto 49

50 upon five business days written notice to the Appeal Committee), you, or your (or your beneficiary s) duly authorized representative, may review Plan documents in the possession of the Plan Administrator which are pertinent to the claim. Either you (or your beneficiary), Appeal Committee, or Plan Administrator may cause a court reporter to attend the appeals conference and record the proceedings. In such event, a complete written transcript of the proceeding shall be furnished to all parties by the court reporter. The full expense of any court reporter and such transcripts shall be borne by the party causing the court reporter to attend the appeals conference. The Appeal Committee will re-examine all facts related to the appeal and make a final determination as to whether the denial (or other adverse determination) is justified under the circumstances. The Appeal Committee must advise you (or your beneficiary) of its decision within 60 days of your (or your beneficiary s) written request for review, unless special circumstances (such as a hearing) would make the rendering of a decision within the 60 day limit unfeasible. However, in no event may the Appeal Committee render a decision later than 120 days after its receipt of a request for review. (4) Exhaustion of Remedies. You (or your beneficiary) shall exhaust all remedies and/or procedures available under the Plan before proceeding to file any lawsuit. (B) Disability Based Claims. (1) Claim for Benefits. With respect to Disability claims, if you believe you are being denied any benefit, right or feature under the Plan, you may file a written claim with the Plan Administrator. (2) Notice of Denied Claim. If the claim is wholly or partially denied, the Plan Administrator will notify you of its decision in writing. Such notification will contain: specific reasons for the denial (or adverse determination); specific reference to pertinent Plan provisions (or provisions of applicable law, or guidance from the Internal Revenue Service and/or the U.S. Department of Labor); a description of any additional material or information necessary for you to perfect your claim and an explanation of why such material or information is necessary; information as to the steps to be taken if you wish to submit a request for review, including applicable time limits and your right to bring a civil action under Section 502(a) of ERISA; and if the benefit determination was adverse, any internal rule, guideline, protocol or other similar criterion (collectively, Protocols ) that were relied upon in making the adverse determination and that a copy of such Protocols will be available free of charge upon your request. Notification of a claim denial will be given within a reasonable time, but not later than 45 days after the claim is received by the Plan Administrator. This period 50

51 may be extended twice for up to 30 days per extension, provided that the Plan Administrator (i) determined that such extension is needed and beyond the control of the Plan Administrator and (ii) notifies you prior to the expiration of the initial 45 day period or 30 day extension period, if applicable. If you do not receive written notice that the claim has been denied (or such other adverse determination) within the initial 45 day period, or prior to the expiration of an extension period, if applicable, the claim will be deemed to have been denied as of the last day of such period, and you may request a review of your claim. (3) Review of Denied Claim. Within 180 days after the date on which you receive written notice of a claim denial (or such other adverse determination), or if applicable, within 180 days after the date on which such denial is deemed to have occurred, you (or your duly authorized representative) may file a written request with the Appeal Committee for a review of your denied claim. You (and/or your authorized representative) may inspect pertinent documents and submit documents, written issues, and comments to the Appeal Committee. The Appeal Committee shall provide, upon request and free of charge, information relevant to your claim that must be provided under applicable law. The review of your appeal must be reviewed without affording deference to the initial adverse determination and cannot be conducted by the individual who made the initial review, nor a subordinate of such individual. If a decision is based in whole or part on a medical judgment, the appropriate named fiduciary shall consult with a healthcare professional (not consulted in the initial claim that is being appealed nor a subordinate of such healthcare professional) who has appropriate training and experience in the field of medicine involved in the medical judgment. You shall be provided with the identification of medical or vocational experts who were consulted for the appeal, without regard to whether the expert s advice was relied upon. (4) Notice of Decision from Appeal Committee. The Appeal Committee will notify you of its decision by written or electronic means. Such notification will contain specific reasons for the decision. In the case of an adverse benefit determination, the notice must contain: specific reasons for the denial (or such other adverse determination); specific references to pertinent Plan provisions (or provisions of applicable law, or guidance from the Internal Revenue Service and/or the U.S. Department of Labor); a statement that you are entitled, free of charge, to receive access to and copies of all material, required information relevant to the claim for benefits; a statement describing any voluntary appeals offered by the Plan, including information concerning the procedures of the voluntary appeal that would allow you to make an informed decision about whether to appeal; a statement of your right to bring an action under Section 502(a) of ERISA; 51

52 a description of the Protocols, if any, used to make the decision and that a copy of the Protocols will be available free of charge upon request; a statement that an explanation of the clinical and scientific judgment used in making the determination will be available free of charge upon your request; and the statement: You and the Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and State insurance regulatory agency. The decision on review will be made within 45 days after the request for review is received by the Appeal Committee, or within 90 days if special circumstances require an extension of time. If such an extension of time is taken, the Appeal Committee shall notify you in writing within the initial 45 day period and shall state the circumstances for extension. If you do not receive written notice of the decision within the initial 45 day period, or within the 45 day extension period, if applicable, the claim shall be deemed to have been denied on review. (5) Exhaustion of Remedies. You must exhaust all remedies and/or procedures available under the Plan before proceeding to file a lawsuit. Plan Name. ADDITIONAL INFORMATION The official name of the Plan is the Makotek, Inc. Employee Stock Ownership Plan. Plan Sponsor. Makotek, Inc Parkway Center Court Orlando, Florida Tax Identification No.: Telephone Number: Telecopy Number: Plan Administrator. Makotek, Inc Parkway Center Court Orlando, Florida Tax Identification No.: Telephone Number: Telecopy Number:

53 ESOP Committee. The Company may appoint individuals to serve on an ESOP Committee to assist and/or direct the Trustee in discharging the Trustee s responsibilities under the Plan. In the absence of an ESOP Committee appointment, the board of directors of the Company assumes the duties of the ESOP Committee. Plan Year. For the purpose of maintaining the Plan s financial records, the Plan Year begins on January 1 st of each year and ends on the following December 31 st. Plan Trustee. Lubbock National Bank Christopher Robinson 1001 Main Street Lubbock, Texas Telephone Number: (806) Telecopy Number: (806) Plan No.: 002 Plan Identification Number. Type of Plan. The Plan is a stock bonus plan that qualifies as an employee stock ownership plan. The Plan is designed to invest primarily in Company Stock. Where to Serve Legal Process. Makotek, Inc Parkway Center Court Orlando, Florida Telephone Number: Telecopy Number: ESOP Committee Makotek, Inc Parkway Center Court Orlando, Florida Telephone Number: Telecopy Number: Legal process may also be served on the Trustee. Pension Benefit and Guaranty Corporation. Benefits provided under this Plan are not insured by the Pension Benefit Guaranty Corporation ( PBGC ) because this Plan is a defined contribution plan. A defined contribution plan is a type of plan not eligible for PBGC insurance. TOP HEAVY RULES 53

54 If the Plan becomes top heavy, special rules such as requiring minimum contributions may apply. The Plan becomes top heavy if the Accounts of certain key employees exceed 60% of the total value of all Account balances. The Plan is not top heavy now, nor does the Company anticipate that it will become top heavy. In the event that this should occur, you will be notified of any effect that it will have on you. PLAN AMENDMENT AND TERMINATION Company Action. The Company intends to maintain the Plan. However, it has reserved the right to amend or terminate the Plan in its discretion at any time. The Company can amend the Plan in any way at any time. However, no amendment can be made that reduces benefits already accrued to you under the Plan. Termination. If the Plan is terminated, (i) your ownership interest in your Account balance will become 100% vested and (ii) your Account will be distributed to you in accordance with the terms of the Plan. After payment of all expenses and proportional adjustment of each participant s Account to reflect such expenses, earnings, and losses, all participants shall receive a distribution of the amounts credited to their respective Accounts. All unclaimed Accounts held in the Trust at the time of final liquidation of the Plan will be considered lost and treated as forfeitures. Partial Termination. In the event that the Internal Revenue Service determines that the Plan has had a partial termination as a result of a significant reduction in employees participating, those Participants who are affected by the partial termination that are not already 100% vested will become fully vested. You will be notified if a partial termination of the Plan occurs and if you are an affected Participant. STATEMENT OF ERISA RIGHTS Your Rights. As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974, as amended ( ERISA ). ERISA provides that all Plan participants shall be entitled to: Examine, without charge, at the Plan 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. Obtain, upon written request to the Plan Administrator, 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 summary plan description. The Plan Administrator may make a reasonable charge for the copies. 54

55 Receive a summary of the annual financial report of the Plan. The Plan Administrator is required by law to furnish each Participant with a copy of this summary annual report. Obtain a statement telling you whether you have a right to receive a pension at Normal Retirement Age and if so, what your benefits would be under the Plan at Normal Retirement Age if you stop working for your employer now. If you do not have a right to a pension, the statement will tell you how many more years you have to work to get a right to a pension. This statement must be requested in writing, and it is not required to be given more than once every twelve months. The Plan must provide the statement free of charge. Plan Fiduciaries. In addition to creating rights for Participants, ERISA imposes duties upon the people who are responsible for the operation of your Plan. The people who operate the Plan, called Fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Participants and beneficiaries. No one, including the Company, a union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit from the Plan or for exercising your rights under ERISA. Denial of Benefits. If your claim for a pension benefit is denied or ignored, in whole or in part, you have the right to know why this was done, to obtain copies or documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Enforcement of Rights. 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 and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan 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 Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree with the Plan s decision, or lack thereof, concerning the qualified status of a domestic relations order or a medical child support order, you may file suit in Federal court. If it should happen that Fiduciaries of the Plan misuse the Plan s assets, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. Questions or Concerns. If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory 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 may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. 55

56 APPENDIX ACKNOWLEDGEMENT OF RECEIPT EMPLOYEE BENEFITS MANUAL This is to acknowledge that I have received a copy of the MAKOTEK Benefits Manual. I understand that this manual is a guideline and a summary of the benefits and retirement plans available through Makotek. I also understand and agree that it is my responsibility to read and become familiar with the contents of this manual. Date Employee Signature Employee Name (Print) 56