Bi-Lo Holdings 401(k) Savings Plan. Summary Plan Description

Transcription

1 6/10/14 Bi-Lo Holdings 401(k) Savings Plan Summary Plan Description Effective January 1, 2014 YOU WILL RECEIVE AN ENROLLMENT KIT WHEN YOU BECOME ELIGIBLE TO PARTICIPATE IN THIS PLAN. PLEASE CONTACT FIDELITY AT (800) OR TO ACCESS YOUR ACCOUNT AND: START, STOP, OR CHANGE YOUR CONTRIBUTIONS GET INFORMATION ABOUT INVESTMENT FUNDS MAKE OR CHANGE YOUR INVESTMENTS DESIGNATE ONE OR MORE BENEFICIARY REQUEST A LOAN OR DISTRIBUTION

2 Bi-Lo Holdings 401(k) Savings Plan Saving money for the future is not always easy. But the Bi-Lo Holdings 401(k) Savings Plan ( Plan ) is designed to give you a head start on developing financial security and to help make saving for your future financial needs a little easier. You should read this Summary Plan Description carefully so that you understand the provisions of the Plan and the benefits available to you. We want you to be fully informed before you enroll in the Plan and while you are a participant. The terms of this Summary Plan Description apply to periods beginning on or after January 1, Plan terms for earlier periods are described in an earlier summary plan description. You should direct any questions you have to the Plan Administrator. BI-LO, LLC has adopted a safe harbor contribution arrangement under the Plan. Pursuant to this arrangement, safe harbor matching contributions will be made to the Plan as set forth in the section entitled How are contributions made to the Plan? on pages 4-5. The safe harbor arrangement eliminates the need for certain types of nondiscrimination testing on voluntary contributions and matching contributions. Such nondiscrimination testing would otherwise be required to ensure that the voluntary contributions and matching contributions made to the Plan on behalf of highly compensated employees (as defined by the IRS) did not exceed certain limits when compared to such contributions made on behalf of all other participants. The Plan document is on file for you to review if you desire. All matters regarding the Plan are, in all respects, governed by the Plan document. This Summary Plan Description is but a brief description of the Plan document. In the event there is a conflict between the Summary Plan Description and the Plan document, the Plan document will control. 1

3 Table of Contents Your 401(k) Savings Plan at a Glance... 1 Who can Participate... 1 Advantages of Participation in the Plan... 1 Contributions... 1 Investment of Contributions... 1 Benefits... 1 Participation in the Plan... 2 Who is eligible to participate in the Plan?... 2 When do I begin participation in the Plan?... 2 When may I participate upon reemployment?... 3 Here s How it Works... 4 How are contributions made to the Plan?... 4 How is compensation defined for purposes of contributions under the Plan?... 6 How does my money grow?... 6 How are contributions invested?... 7 When will my account balance be vested?... 8 Do limitations apply to participants who are highly compensated?... 9 Distribution of Accounts When will distributions be made? When will the value of my account be determined? Will distributions be made during my employment? May distributions be made under a qualified domestic relations order? How will distributions of my account balance be paid? What is the tax treatment of distributions from the Plan? Can I make an in-plan Roth conversion? Loans Can I obtain a loan from the Plan? Other Important Provisions Can this Plan be amended or terminated? Will I receive a Statement of Accounts? What conditions could result in a loss of benefits? How do I apply for benefits? What are my rights upon reemployment? Does the federal government guarantee my benefits? What additional benefits may apply to participants in active military service? Your Rights Under ERISA Administrative Information

4 Your 401(k) Savings Plan at a Glance Who Can Participate The Plan is generally provided for certain employees of BI-LO, LLC, Winn-Dixie Stores, Inc. and related companies that adopt this Plan (hereafter collectively referred to as Employer or your Employer ). Eligible employees participate in the Plan on the first day of the month on or after they attain age 21 and complete 60 consecutive days of employment (or a year of service, if earlier) with the Employer. Advantages of Participating in the Plan The Plan gives you the advantage of saving on a pre-tax basis through convenient payroll deduction. You can save money for the years ahead, and at the same time, lower your current taxes. You can also make after-tax Roth contributions. Your account balance will grow faster through the longterm compounding of tax-deferred investment earnings. In addition, your account balance will increase through contributions from your Employer. Because of these tax advantages, the Plan is regulated by the Internal Revenue Service. Therefore, you and your Employer must follow the Plan s rules for elections, distributions, and forfeitures. Contributions When you join the Plan, you may elect to contribute a portion of your compensation to the Plan. The amount you designate is withheld from your pay and set aside in your account. In addition to the amount you elect to contribute to the Plan, your Employer will make a safe harbor matching contributions to the Plan on your behalf, depending on the amount you contribute. Finally, your Employer may contribute additional matching contributions determined each year by your Employer. Investment of Contributions You may direct how your money is invested in any of several available funds. If you fail to direct how your money is invested, your account balance will be invested in the Plan's default investment fund. You may change your investment elections on any business day. For additional information regarding the investment options available in the Plan, please contact Fidelity Investments at or Benefits The Plan is designed to provide you with a long-term savings program for retirement. However, in certain circumstances you may receive a distribution from your account before your retirement. In addition, the Plan allows you to withdraw certain Plan money during your working years or to take a loan of your money with certain restrictions. You may elect to have your distribution paid in a 1

5 6/10/14 single lump sum, in installments, or in an unlimited number of partial lump sum payments. Contributions (other than Roth contributions) and investment earnings are not taxed until paid out to you. 2

6 Participation in the Plan Who is eligible to participate in the Plan? Generally, eligible employees of the Employer may participate in the Plan as provided in this summary plan description. However, the term eligible employee excludes any person who is: a leased employee; an individual classified and paid by the Employer as an independent contractor, regardless of any subsequent reclassification of such individual by any entity; an employee who is covered by a collective bargaining agreement that does not specifically allow for participation in the Plan; or a non-resident alien who receives no United States source income from the Employer. When do I begin participation in the Plan? You become a participant in the Plan on the first day of the month on or after the date you attain age 21 and complete 60 consecutive days of employment with the Employer or one year of service, if earlier (see below), provided you are then an eligible employee as defined above. You will be sent an enrollment kit to your home address. You will need to contact Fidelity at (800) or to enroll in the Plan. You will need to let them know: How much of your compensation you wish to contribute; and How you want your money invested in the Plan s investment funds. You may also designate a beneficiary to receive your Plan benefits if you should die. If you are married, or become married, the law requires that you name your spouse as your beneficiary unless your spouse consents in a written, notarized statement to your designation of a different beneficiary. If you are not married, you may name any beneficiary you wish. You may change your beneficiary at any time (subject to the spousal consent requirement described above) by going on line to However, you are not eligible to receive safe harbor matching contributions and discretionary matching contributions under the Plan until the first payroll period of the month after the date you attain age 21 and complete a year of service. A year of service is a 12-month period in which you are credited with at least 1,000 hours of service by the Employer. The service requirement must be reached in either your first 12 months of employment or any calendar year beginning after your date of hire. The term hour of service has a special meaning for Plan purposes. In general, you will be credited with an hour of service for: 3

7 Each hour for which you are compensated by the Employer or an affiliated employer for the performance of duties during the plan year; Each hour for which you receive compensation from the Employer or an affiliated employer for reasons other than the performance of duties (such as vacation, holidays, sickness, disability, layoff, jury duty or leave of absence during the plan year). However, you will not be credited with more than 501 hours of service during a single continuous period for which you are being paid but are not at work; and Each hour for which back pay is awarded or agreed to by the Employer or an affiliated employer. You also receive credit for your past service with the following other companies: o Ahold USA, Inc., BI-LO, Inc. and Bruno s, Inc., if you were employed by BI-LO, LLC on or before December 31, 2005; o Winn-Dixie Stores, Inc. and its affiliates if you either transferred employment directly to BI-LO, LLC in 2013 or were a participant in the Winn-Dixie Stores, Inc. Profit Sharing/401(k) Savings Plan on December 31, 2013 (the date it was merged into this Plan); and o Delhaize America and its affiliates if you transferred employment directly to the Employer in connection with the asset purchase agreement dated May 27, When may I participate upon reemployment? If you are rehired by the Employer as an eligible employee and you were a participant in the Plan during a prior period of service with the Employer, you will be eligible immediately upon rehire. If, during your prior period of service, you had not met the age and service requirements to become a participant, you will be treated as a new employee for purposes of eligibility. 4

8 Here s How It Works How are contributions made to the Plan? There are five types of contributions that may be made to your account: voluntary contributions (pre-tax and/or Roth), catch-up contributions, safe harbor matching contributions, discretionary matching contributions, and rollover contributions. Voluntary Contributions. You may make voluntary contributions to the Plan in any whole percentage (1% increments), up to 75% of your compensation. The maximum dollar amount you may contribute in any calendar year is limited by law. The maximum dollar limit is $17,500 for This limit may be adjusted annually after 2014 to reflect cost of living increases. The law provides other limitations. The Plan s Administrative Committee or its delegate will notify you if your voluntary contributions must be limited. You should be aware that the annual dollar limit is an aggregate limit which applies to all salary reductions you may make under this Plan or any other salary reduction arrangement (including tax-sheltered 403(b) annuity contracts, simplified employee pensions or other 401(k) plans) in which you may be participating. Generally, if your total salary reductions under all salary reduction arrangements for a calendar year exceed the annual dollar limit, the excess must be included in your income for the year no later than April 15 following any year in which you participate in more than one salary reduction arrangement. For this reason, you should contact the Plan s Administrative Committee or its delegate if you are participating in any other salary reduction arrangements. You can make either one or a combination of both types of voluntary contributions - - pre-tax and Roth. The differences between the two types are: Pre-tax contributions o are deducted from your paycheck before applicable federal, state and local income taxes are withheld (so your current taxable income is lower); and o grow tax-deferred, along with investment earnings, until distributed from the Plan (at which time the distribution is taxed). Roth contributions o are deducted from your paycheck after applicable federal, state and local income taxes are withheld (so they are currently taxable); o are not subject to income tax again when distributed from the Plan; and o investment earnings grow tax-free and are not taxed when distributed from the Plan if certain conditions are met. (See the section What is the tax treatment of distributions from the Plan? on pages ) 5

9 Whether you decide to save on a before-tax or after-tax basis, FICA taxes (Social Security and Medicare) are calculated on your total pay, which includes your voluntary contributions to the Plan. You may elect to begin contributions or to change the amount you contribute to the Plan at any time, and your election will be effective as of the first day of the next payroll period after the election is made. You may elect to revoke your election at any time effective as of the first day of the next payroll period after the revocation election is made. To change or revoke the amount you contribute, you must contact Fidelity by phone or the internet. Catch-Up Contributions. If you are age 50 or older (or you will reach age 50 by the end of a calendar year), then you may elect to contribute additional amounts (called catch-up contributions ) to the Plan., so long as: o You have contributed at least 5% of your compensation for that year to the Plan; and o Your total voluntary contributions plus catch-up contributions for the year do not exceed 75% of your compensation. The maximum catch-up contribution that you can make is $5,500 in 2014; the limit may be adjusted in future years to reflect cost of living increases. You may begin or change your election with respect to catch-up contributions as of the first day of the next payroll period after you have notified Fidelity. You may obtain more information about catch-up contributions from the Plan s Administrative Committee or its delegate. Catch-up contributions will be maintained in a separate subaccount. Safe Harbor Matching Contributions. Your Employer will make a safe harbor matching contribution to the Plan for the benefit of each participant who is making voluntary contributions for the plan year (pre-tax and/or Roth) and has met the eligibility requirements for a safe harbor matching contribution. A safe harbor matching contribution will be made by your Employer equal to 100% of up to the first 3% of your compensation contributed to the Plan and 50% of up to the next 2% of your compensation contributed to the Plan as a voluntary contribution. The safe harbor matching contribution is 100% vested when made. For example, if you make $30,000 per year and elect voluntary contributions of $1,500 (5% of compensation), your Employer will contribute to your account a fully vested safe harbor matching contribution of $1,200 (i.e., $900 + $300). Catch-up contributions, if any, are considered when determining matching contributions. Safe harbor matching contributions will be maintained in a separate subaccount. Discretionary Matching Contributions. Your Employer may, in its sole and unrestricted discretion, elect to make additional discretionary matching contributions to the Plan for the benefit of each participant who is making voluntary contributions for the plan year. The amount of the discretionary matching contributions, if any, will be determined by your Employer, but in no event may they exceed 4% of your compensation. Discretionary matching contributions are subject to the vesting schedule set out on page 9, and will be maintained in a separate subaccount. Rollover Contributions. Subject to rules adopted by the Plan s Administrative Committee, you may be permitted to deposit (or roll over ) into this Plan amounts that are distributed to you 6

10 from other employer retirement plans or annuity contracts that are qualified under either sections 401(a), 403(a), 403(b) or 457 of the Internal Revenue Code, including distributions that have been held in conduit IRAs (individual retirement accounts or individual retirement annuities). However, rollovers of after-tax contributions are not accepted, unless they are Roth contributions from a qualified plan (but not from a Roth IRA ). Rollover contributions will be maintained in a separate subaccount. NOTE: Profit sharing contributions under the Plan were discontinued at the end of However, existing profit sharing contributions will continue to be maintained in a separate subaccount and will be administered and distributed according to the provisions of the Plan. How is compensation defined for purposes of contributions under the Plan? For purposes of determining contributions under the Plan, compensation is defined as the taxable amount you earn from your Employer (such as wages or salary, overtime, bonuses and other compensation) that is reportable on Form W-2, plus your pre-tax contributions to this Plan and to your Employer s cafeteria or flexible benefits plan. Compensation also includes any compensation paid to you by the later of 2½ months after you terminate employment or the end of the calendar year in which you terminate employment, if the payment is compensation for services rendered during your regular working hours or compensation for service outside your regular working hours (such as overtime or shift differential), commissions, bonuses or other similar payments that would have been paid to you if you had continued employment. Compensation will also include any military differential pay paid to you while you are on active military duty for a period of more than 30 days. Your voluntary and catch-up contributions are based on only the compensation you earn after you enroll in the Plan. Your Employer s safe harbor and discretionary matching contributions are based on only the compensation you earn after the month in which you reach age 21 and complete a year of service (that is, 12 months of employment in which you are credited with at least 1,000 hours of service). (See the section When do I begin participation in the Plan? on page 2) The Plan, by law, cannot recognize compensation in excess of $260,000 for 2014; this limit may be adjusted in future years for cost of living increases. How does my money grow? By participating in the Plan, you can save on a tax-deferred basis. Of course, the amount held for you in the Plan (except for Roth contributions) will be subject to income tax when it is distributed. However, the compounding of earnings (illustrated below) on your contributions and the Employer s contributions, as well as the tax deferral on investment earnings, ordinarily will provide you with a larger accumulation at retirement than saving outside the Plan. Compounding of earnings has a dramatic effect on how contributions grow. The following illustration shows how an employee with an annual salary of $30,000 can see his or her money grow. This employee contributes 5% of his pre-tax compensation to the Plan ($1,500). With Employer safe harbor matching contributions of $1,200, the total amount invested is $2,700 (assuming no discretionary matching contributions are made). 7

11 Number of Years At 6% Yield* At 9% Yield* 5 years 10 years 15 years 20 years 25 years * Assumes annual compounding. $ 15,220 35,588 62,845 99, ,134 $ 16,159 41,021 79, , ,692 Yield rates are used for illustration only. performance. Actual earnings (or loss) depend on investment How are contributions invested? This Plan is designed to comply with Section 404(c) of the Employee Retirement Income Security Act of 1974 and Title 29 of the Code of Federal Regulations Section c-1. This means that you control your own investments and that the Plan fiduciaries (including those identified on page 23) will be relieved of liability for any losses which are the direct and necessary result of investment instructions given by you. You have a diverse choice of investment alternatives from which to select that offer varying risks and rewards. Some of the funds may involve a greater risk to your account in exchange for the chance to earn a greater return on your account balance. Other funds may offer a steady and more predictable investment return and less risk to principal. Based on the information about those alternatives, which is available from the Plan s record keeper (Fidelity Management Trust Company), you can make informed decisions about the best investment course of action for you. Contributions to your account may be invested, at your choice, in one or a combination of the available funds. You may contribute to any one fund in increments of 1%. If you do not choose how to invest the funds in your account, your account will be invested in an investment fund that is a qualified default investment alternative. Currently, the Plan s default investment fund is the applicable lifestyle fund. The number and type of funds available may change from time to time, and these changes will be communicated to you as appropriate. The money contributed to the Plan in your name is your account balance, and includes your contributions, your Employer s matching contributions and profit sharing contributions, if any, and any investment earnings. You may change the way in which new contributions are invested or change the allocation of your existing account balance on any business day by contacting the Plan s recordkeeper, in accordance with procedures established by the Plan s Administrative Committee. To make an investment change, you may use the recordkeeper s Voice Response System (VRS) at (800) on any business day from 8:30 a.m. to 8:00 p.m. in your time zone. Or, you may use the recordkeeper s website at The VRS and website allow you 24 hour-a-day access to your account. A change in contribution allocation or investment direction, or a reallocation of your existing account balance called in through the VRS or conducted by the website after 4:00 p.m. EST or EDT (or on any day that is not a business day) will become effective as of the next business day. 8

12 The investment funds available under the Plan are generally intended to be long-term investments suitable for retirement savings and are not designed to accommodate frequent exchanges (purchases and sales) by participants. An exchange occurs any time you transfer all or a portion of your account from one investment alternative to another. Frequent exchanges by participants may be harmful to the performance of the Plan's investments by increasing transaction costs that are shared by all investors and by interfering with portfolio management. Therefore, the Plan s Administrative Committee, Investment Committee and/or the entities that provide investments and administrative services to the Plan may adopt procedures to discourage these activities. Procedures may include, but are not limited to, the following: Limits on the frequency with which you may submit investment directions; Limits on the frequency with which you may transfer in and out of investment funds; Limits on the dollar value of transactions; Fees applied when you transfer out of an investment fund within a certain period of time after transferring into the investment fund; Restrictions on the means by which you may submit investment directions; and Other procedures that the Plan s Administrative Committee, the Plan s Investment Committee, or the Plan's service provider determines to be appropriate to prevent or discourage frequent trading activity. You will be notified of any such procedures applicable under the Plan. Upon request, you may receive a description of the annual operating expenses of each investment fund which reduce your rate of return, and the aggregate amount of such expenses expressed as a percentage of average net assets of the investment alternative; copies of any prospectuses, financial statements and reports and of any other materials relating to the investment alternatives available under the Plan, to the extent such information is provided to the Plan; a list of the assets comprising the portfolio of each investment alternative which constitute plan assets within the meaning of 29 C.F.R. Section , the value of each such asset (or the proportion of the investment alternative which it comprises), and, with respect to each such asset which is a fixed rate investment contract issued by a bank, savings and loan association or insurance company, the name of the issuer of the contract, the term of the contract and the rate of return on the contract; information concerning the value of shares or units in designated investment alternatives available to you under the Plan, as well as the past and current investment performance of such alternatives, determined, net of expenses, on a reasonable and consistent basis; and information concerning the value of shares or units in designated investment alternatives held in your account. The Plan Administrator will also comply with certain legally required fee disclosures. When will my account balance be vested? Vesting means non-forfeitable ownership of your account balance. You are always 100% vested in your own contributions (your pre-tax and Roth voluntary contributions, catch-up contributions, and rollover contributions), including any earnings on those contributions. You are also always 9

13 100% vested in the safe harbor matching contributions the Employer makes on your behalf. If you were a participant in the Winn-Dixie Stores, Inc. Profit Sharing/401(k) Savings Plan on December 31, 2013, then your account balance under that plan became 100% vested when it was transferred to this Plan and will continue to be maintained in a separate subaccount. You will become fully vested in your discretionary matching contributions and profit sharing contributions and any earnings on them when, while employed by the Employer, you become disabled, die, or attain ages 55 or 65. Also, if you die while performing active military service at a time when you are entitled to reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA), you will become fully vested in your discretionary matching contributions and profit sharing contributions. Otherwise, your vested percentage in discretionary matching contributions and profit sharing contributions and their earnings is determined under the following schedule and is based on your years of vesting service: Years of Vesting Service Less than 1 year 1 year 2 years 3 years 4 years 5 or more years Vested Percentage 0% 20% 40% 60% 80% 100% You have completed a year of vesting service if you are credited with 1,000 hours of service with the Employer during a plan year, even if you were not employed on the first or last day of the plan year. You also will be credited with vesting service for your past service with the following other companies: o Ahold USA, Inc., BI-LO, Inc. and Bruno s, Inc., if you were employed by BI-LO, LLC on or before December 31, 2005; o Winn-Dixie Stores, Inc. and its affiliates if you either transferred employment directly to BI-LO, LLC in 2013 or were a participant in the Winn-Dixie Stores, Inc. Profit Sharing/401(k) Savings Plan on December 31, 2013 (the date it was merged into this Plan); and o Delhaize America and its affiliates if you transferred employment directly to the Employer in connection with the asset purchase agreement dated May 27, Do limitations apply to participants who are highly compensated? Under the Internal Revenue Code, highly compensated participants and key employees generally are participants who are officers, shareholders, or highly paid. If you are within these categories, the amount of contributions and benefits available to you may be limited so that the Plan as a whole does not unfairly favor highly compensated participants or key employees. Please note, however, that the Plan is generally maintained as a safe harbor plan with the effect that the amount of contributions made for most highly compensated participants should not be limited. However, to the extent the safe harbor rules do not apply for any reason (including because 10

14 of the Plan s eligibility rules for the safe harbor match or because additional contributions are made), the contribution limitations on highly compensated participants or key employees will apply. You will be notified of these limitations if you are affected. 11

15 When will distributions be made? Distribution of Accounts Your vested benefit will normally be distributed to you or your beneficiary upon your death, disability, or retirement. If you terminate employment before any of these events, you will be entitled to a distribution of the vested portion of your account balance and the remainder of your account may be forfeited. If the vested portion of your account balance is $5,000 or less, your vested benefit will be distributed without the need for consent by you (or your beneficiary in the event of your death). Written consent to distribution must be given for amounts in excess of $5,000. To learn more about and/or request a distribution, please log on to Fidelity NetBenefits at or call the Fidelity Retirement Benefits Line at Distributions generally will be made to you as soon as administratively feasible following the termination of your employment. When will the value of my account be determined? The value of your account will be determined on a daily basis. Will distributions be made during my employment? There are certain circumstances when you may receive a distribution from a portion of your account before you terminate employment. These are sometimes referred to as withdrawals or in-service distributions. Any amounts withdrawn from your account cannot be repaid to the Plan. Hardship Withdrawal. The Plan s Administrative Committee or its designee may direct the Trustee to distribute up to 100% of your vested account balance consisting of pre-tax and/or Roth voluntary contributions (but not earnings) in the event of your immediate and heavy financial need. A hardship distribution is not in addition to your other benefits and will therefore reduce the value of the benefits you will receive upon termination of employment. A withdrawal will be authorized only if the distribution is on account of Medical expenses (described in Section 213(d) of the Internal Revenue Code) incurred by you, your spouse, your dependents, or your designated beneficiary; Purchase (excluding mortgage payments) of your principal residence; Payment of tuition, related educational fees, and room and board expenses, for up to the next 12 months of post-secondary education for you, your spouse, your children, your dependents, or your designated beneficiary; Payments to prevent your eviction from your principal residence or foreclosure on the mortgage of your principal residence; Payments for burial or funeral expenses for your deceased parent, spouse, children, dependents, or designated beneficiary; or 12

16 Expenses for the repair of damage to your principal residence caused by fire, storm, flood or other casualty if not compensated for by insurance. The following additional restrictions apply to hardship withdrawals: The voluntary distribution cannot be in excess of the amount of your immediate and heavy financial need, plus any amounts needed to pay income taxes or penalties expected to result from the hardship withdrawal; You must have obtained all distributions, other than hardship distributions, and all nontaxable loans currently available under all plans maintained by your Employer; Your voluntary contributions to this Plan will be suspended for 6 months after you receive your distribution; and Generally, amounts withdrawn before age 59½ are subject to regular federal income tax plus a penalty tax currently equal to 10% of the amount withdrawn. Rollover Contributions. You may apply at any time for a withdrawal from all or any portion of your rollover contribution account. When you reach age 59½. At any time after you reach age 59½, you may apply for a withdrawal from all or a portion of your vested account balance consisting of voluntary contributions, catch-up contributions, safe harbor matching contributions and related earnings. No withdrawal may be made at age 59½ from your discretionary matching contribution or profit sharing contribution account. When you reach age 70½. Federal law requires distribution of your account to begin no later than April 1 of the calendar year following the calendar year in which you reach age 70½ if you are no longer employed. Certain individuals must begin to take distributions at age 70½ even if still employed. You will be notified if this rule applies to you. Military Service. If you are called to active duty for the armed forces, you may withdraw all or a portion of your voluntary contributions and related earnings. Your voluntary contributions to this Plan will be suspended for 6 months after you receive your distribution. May distributions be made under a qualified domestic relations order? As a general rule, your interest in your account, including your vested interest, may not be alienated. This means that your interest may not be sold, used as collateral for a loan, given away or otherwise transferred. In addition, your creditors may not attach, garnish or otherwise interfere with your account. There is an exception, however, to this general rule. The Plan may be required by law to recognize obligations you incur as a result of certain court ordered child support or alimony payments. The Plan must honor a qualified domestic relations order. A qualified domestic relations order is defined as a decree or order issued by a court that obligates you to pay child support or alimony, or otherwise allocates a portion of your assets in the Plan to your spouse, former spouse, child or other dependent. If a qualified domestic relations order is received by the Plan, all or a portion of your benefits may be used to satisfy the obligation. The Plan will determine 13

17 the validity of any domestic relations order received according to the terms of the Plan, applicable law, and the Plan s qualified domestic relations order procedures. You may obtain a copy of the Plan s qualified domestic order procedures, without charge, upon request. How will distributions of my account balance be paid? General Forms of Distribution. If you terminate employment with the Employer due to disability, early or normal retirement, or any termination (other than death), your Plan benefits may be paid in any one of the following forms as you select in your request for benefits filed with the Plan s Administrative Committee or its designee: (i) (ii) A lump sum payment in cash; Payments in cash in monthly, quarterly, semiannual, or annual installments over a period certain which does not exceed the joint and last survivor life expectancy of you and your beneficiary; or (iii) an unlimited number of partial lump sum payments in cash. Notwithstanding the above, if you are being paid your benefits in installments or in partial lump sum payments, you may elect, at any time, to receive the remaining balance of your account in a single lump sum. Forms of Distribution for Death Benefits. If you die before all events have occurred that entitle you to receive Plan benefits, your death benefit will be paid to your beneficiary (if you are married, your beneficiary is your spouse unless your spouse has consented to your designation of another beneficiary) in accordance with one of the following forms of payment, as selected by your beneficiary: (i) (ii) (iii) a lump sum payment in cash; payment in monthly, quarterly, semiannual, or annual installments in cash over a period not exceeding the life expectancy of the beneficiary; or payments in cash in monthly, quarterly, semiannual, or annual installments in the dollar amount specified by the beneficiary in his or her request for benefits, provided that, using reasonable actuarial assumptions, the beneficiary's entire account will be distributed over a period which does not exceed the joint and last survivor life expectancy of the beneficiary. In addition, the death benefit payable to a beneficiary who is the surviving spouse of a participant who had attained age 55 as of the earlier of his death or his termination of employment may be paid in a partial immediate lump sum, in such dollar amount as the beneficiary specifies, with the remainder of the benefit to be paid in the form of installments as described in clause (ii) or (iii) above, and with such installments to commence either immediately, or at a later date specified by the beneficiary, provided that such later commencement date complies with the minimum distribution requirements. 14

18 If you were receiving installments at the time of your death, your beneficiary may elect, at any time, to receive the remaining balance of your accounts in a single lump sum. The beneficiary of a participant who was receiving installments at the time of death may not, however, elect to receive installments over any period other than the remainder of the term, or in the dollar amount, selected by the participant. If you die after all events have occurred that entitle you to receive Plan benefits, the death benefit, if any, payable to your beneficiary will depend on the form of benefit payment in effect for you at the time of your death. Notwithstanding the above, however, if you were receiving your benefit payments in installments, the beneficiary may elect, at any time, to receive the remaining balance of your accounts in a single lump sum. Small Account Balances. Notwithstanding the preceding, if the vested portion of your account balance is $5,000 or less, the following distribution rules will apply: If the amount of such distribution exceeds $1,000 and you do not elect either to roll over the distribution to an eligible retirement plan or individual retirement account ("IRA") or to receive the distribution directly, then your distribution will be rolled over to a default IRA established for you by the Employer with Fidelity. Fidelity will invest your rollover funds in a money market account designed to preserve principal and to provide a reasonable rate of return consistent with liquidity. After your default IRA has been established, your Employer will have no further responsibility with respect to the IRA, and all fees and expenses related to the IRA will be your responsibility. Accordingly, Fidelity will charge your IRA account for any expenses associated with the maintenance of the IRA. You may contact the Plan Administrative Committee or its delegate at the address and phone number shown on page 23 for BI-LO, LLC for further information concerning the Plan's automatic rollover provisions, the default IRA provider (Fidelity), and the fees and expenses associated with the IRA. Amounts of $1,000 or less will be distributed directly to you in a lump sum without the need for your consent. What is the tax treatment of distributions from the Plan? Under current law, when you receive a distribution from the Plan, amounts other than your Roth contributions will be subject to income taxes unless you roll over your distribution, in a direct rollover or an indirect rollover, which are discussed below. Hardship withdrawals are taxable and may not be rolled over. The Internal Revenue Code also imposes a 10% penalty tax on the amount of all early distributions. The following are early distributions: In-service distributions prior to age 59½, or Distributions for termination prior to age 55, unless the distribution is for death or disability. Whenever you receive a distribution, the Plan s Administrative Committee or its delegate will deliver to you a more detailed explanation of these options. However, the rules which determine whether you qualify for favorable tax treatment are very complex. You should consult with qualified tax counsel before receiving a hardship withdrawal or distribution. 15

19 Direct Rollover. You may, however, reduce, or defer entirely, the income tax due on a distribution through a direct rollover of all or a portion of the distribution to an eligible retirement plan. An eligible retirement plan is an individual retirement account (IRA), Roth individual retirement account, individual retirement annuity, qualified employer plan, 403(b) annuity plan or contract, or eligible 457 plan maintained by a state, political subdivision of a state, or an agency of a state or political subdivision of a state. This will result in no tax being due until you begin withdrawing funds from the IRA or other plan to which the rollover is made. Indirect Rollover. In general, if you do not elect a direct rollover, the law requires that 20% of your distribution be withheld and applied to your federal income tax for the year your distribution is paid. However, you may still defer taxation of your distribution if you roll the distribution over yourself to an eligible retirement plan. The rollover MUST be timely made to receive tax deferral treatment (normally, within 60 days after you receive your distribution). If you make an indirect rollover of your distribution within 60 days, you will need to make up the 20% of your distribution that was withheld with other money if you wish to defer taxes on the entire distribution. Otherwise, if you roll over only the amount you receive, the 20% that was withheld will be subject to federal income tax. Under certain circumstances, all or a portion of a distribution may not qualify for this rollover treatment. Direct Rollover to a Roth IRA. You can also instruct the Plan s Administrative Committee or its delegate to make a direct trustee-to-trustee rollover of all or a portion of your distribution into a Roth IRA. A direct rollover to a Roth IRA is subject to the same rules that apply to rollovers from a traditional IRA into a Roth IRA. For example, except to the extent the rollover represents a return of after-tax contributions, a rollover into a Roth IRA is includible in gross income. However, the 10-percent early distribution tax does not apply. You should discuss any planning issues and tax consequences with a professional tax advisor with respect to a direct rollover into a Roth IRA. Direct Rollover by a Non-Spouse Beneficiary to an Inherited IRA. If the beneficiary of your death benefit under the Plan is not your spouse (a "Non-Spouse Beneficiary"), then he or she may establish a special IRA (an "Inherited IRA") that can receive a direct trustee-to-trustee rollover of all or a portion of the death benefit that would be distributed upon your death from the Plan to that Non-Spouse Beneficiary. If the Non-Spouse Beneficiary elects to roll over the death benefit to an Inherited IRA, then the inherited IRA will be subject to complicated required minimum distributions rules. You should inform the Non-Spouse Beneficiary that (a) the Non-Spouse Beneficiary is designated to receive your death benefit, and (b) your death benefit can be rolled over to an Inherited IRA. The Non-Spouse Beneficiary should discuss any planning issues and tax consequences with their professional tax advisor with respect to a direct rollover of your death benefit into an Inherited IRA. Tax Treatment of Distributions from Your Roth Contribution Account. The tax treatment of a distribution of Roth contributions and related earnings from the Plan depends upon whether the distribution is a qualified Roth distribution or a nonqualified Roth distribution. If the distribution is a qualified Roth distribution, then the entire amount distributed is tax-free, even the portion attributable to investment earnings on the Roth contributions. To be considered a qualified Roth distribution, the following two conditions must be met: 16

20 You have satisfied the 5-year rule (also known as the 5-year clock); and The distribution is made after you have reached age 59½, died or become disabled. The 5-year rule is satisfied if the distribution occurs at least five years after the beginning of the year in which the first Roth contribution is made to the Plan. For example, if you first make Roth contributions in 2014, you will satisfy the 5-year rule as of January 1, It is not necessary that you make a Roth contribution in each of the five years. A non-qualified Roth distribution is any distribution that is not a qualified Roth distribution. Non-qualified Roth distributions are subject to taxation (and in some cases, a 10% early distribution penalty) on the portion of the distribution which is attributable to investment earnings, unless you roll over the distribution as described above. You may elect to make a rollover of your Roth contributions and earnings to a Roth IRA. The tax treatment of any subsequent distribution from the Roth IRA will be governed by the tax rules attributable to Roth IRA distributions. Please note that the 5-year clock for a Roth IRA distribution applies separately from the 5-year clock for Plan Roth contributions and will not include the portion of time that the Roth contributions were in the Plan. You may also elect to make a rollover to an eligible retirement plan that accepts rollovers and agrees to separately account for Roth contributions. To the extent that you make a plan-to-plan rollover (direct rollover), you will be provided a statement within 30 days of your distribution indicating whether the distribution is a qualified Roth distribution, the amount of your Roth contribution and the year that your 5-year clock started. This information must generally be provided to the recipient plan in conjunction with your rollover. Please note that the 5-year clock in the recipient plan will include the portion of time that you made Roth contributions to this Plan. Can I make an in-plan Roth conversion? While you are employed, you may choose to convert all or a portion of your pre-tax and catch-up voluntary contributions (plus earnings) into after-tax Roth contributions if you are at least age 59½. If you had an account under the Winn-Dixie Stores, Inc. Profit Sharing/401(k) Savings Plan that was transferred to this Plan, then you may make a Roth conversion of all or a portion of that account too. Roth conversions are not available for any other Plan accounts or to participants who have retired or otherwise terminated employment. The decision to make an in-plan Roth conversion is extremely complex and should take into consideration your personal tax and financial circumstances. You should consult your tax and financial advisors if you are thinking about making an in-plan Roth conversion. Note that in-plan Roth conversions are irrevocable, meaning they cannot be reversed or undone. So, any amounts converted into after-tax dollars cannot be changed back into pre-tax money. Also, since in-plan Roth conversions result in additional taxable income, you may have to adjust your income tax withholding or pay estimated taxes in order to avoid an IRS penalty for underpayment. 17

21 Loans Can I obtain a loan from the Plan? You may apply to the Plan s Administrative Committee or its designee for a loan from the Plan secured by your account balance. You may obtain a loan from the vested portion of your vested account balance. All applications will be reviewed by the Plan s Administrative Committee or its designee. Additional information regarding loans is available in the Plan s written loan policy which is available to you, at no charge, upon request. Loans will be subject to the following restrictions: Your requested loan amount cannot exceed the lesser of $50,000 or 50% of your vested account balance; The minimum loan amount is $1,000; and You may have only one loan outstanding at any time. The loan must be repaid through payroll deduction over a period not to exceed five years; however, if the loan is being used for the purchase of your primary residence, the term may be up to 15 years. You may prepay the loan at any time. You must pledge your account balance as collateral for the loan. The interest rate on the loan will be a fixed rate equal to the prime rate as published in the Wall Street Journal as of the first day of the calendar quarter immediately preceding the date of the loan. The interest rate will be approved at the time of the loan and will remain constant throughout the loan period. The loan will be made on a pro rata basis from the vested portions of your account balance (excluding your discretionary matching contribution and profit sharing contribution accounts). The loan also will be taken pro rata from all investment funds in which such accounts are invested. If you do not make a loan payment by the due date (and within any applicable grace period), your loan will be defaulted and the Plan s Administrative Committee or its designee may accelerate the due date of the loan. To the extent permitted by law, your account balance will be reduced by the amount of the unpaid loan balance prior to the time it is distributed to you. If you terminate employment with an outstanding loan balance, you must continue to pay back the loan in substantially equal monthly installments. If you fail to do so, the Trustee will default the outstanding balance. You will be responsible for payment of applicable taxes and penalties. 18