CONCENTRA OPERATING CORPORATION. 401(k) AND PROFIT SHARING PLAN SUMMARY PLAN DESCRIPTION. April 2013

Transcription

1 CONCENTRA OPERATING CORPORATION 401(k) AND PROFIT SHARING PLAN SUMMARY PLAN DESCRIPTION April

2 TABLE OF CONTENTS INTRODUCTION... 1 SUMMARY... 2 GLOSSARY OF TERMS... 3 BASIC PLAN INFORMATION... 6 SECTION 1 OVERVIEW OF THE PLAN... 8 SECTION 2 PARTICIPATION... 9 SECTION 3 EMPLOYEE CONTRIBUTIONS SECTION 4 EMPLOYER CONTRIBUTIONS SECTION 5 ACCOUNT BALANCE AND INVESTMENTS SECTION 6 FEES SECTION 7 VESTING SECTION 8 LOANS SECTION 9 IN-SERVICE WITHDRAWALS SECTION 10 DISTRIBUTION OF BENEFITS FOLLOWING RETIREMENT OR OTHER TERMINATIONS OF EMPLOYMENT SECTION 11 DISTRIBUTIONS OF BENEFITS UPON DEATH SECTION 12 FORM OF PAYMENT OF BENEFITS SECTION 13 LIMITS ON ASSIGNING PLAN BENEFITS SECTION 14 ADMINISTRATION OF THE PLAN SECTION 15 QUALIFIED MILITARY SERVICE SECTION 16 BENEFITS ARE NOT INSURED SECTION 17 CLAIMS PROCEDURES SECTION 18 DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS SECTION 19 RECOVERY OF OVERPAYMENTS SECTION 20 TAX TREATMENT OF PLAN DISTRIBUTIONS SECTION 21 YOUR RIGHTS UNDER ERISA APPENDIX A APPENDIX B ii

3 INTRODUCTION The Concentra Operating Corporation 401(k) and Profit Sharing Plan (the Plan ) offers you an opportunity to defer a portion of your Compensation that would otherwise be subject to current income taxes and contribute that amount to the Plan on a before-tax basis and in doing so defer taxation until the contribution is distributed to you. Alternatively, you may defer a portion of your Compensation as a designated Roth contribution and have taxes withheld from your pay. Roth contributions have the opportunity to grow tax free in the Plan and may be distributed to you tax free including any investment earnings. You may also combine both before-tax contributions and Roth contributions in any proportion you chose up to the Plan s limits. If you chose to defer a portion of your Compensation by making Pretax Contributions or Roth Contributions, the Company will make a Matching Contribution of a portion of the amount that you contribute, up to certain limits. Subject to the rules described in this document, the Plan is generally open to employees of Concentra Operating Corporation ( Concentra ) and the Concentra affiliates and Professional Associations that have adopted the Plan. This document is called a Summary Plan Description or SPD. Its primary purpose is to provide you with a simple explanation of the most important features of the complex and technical legal provisions set forth in the official Plan document. It also contains important updates and Plan changes from previous SPDs. We urge you to read this SPD carefully and to acquaint your family or beneficiaries with its contents. Although this summary describes many important provisions of the Plan, this SPD may not answer all of your questions. If, after reading this SPD, you still have any questions about the Plan, please contact the Plan Recordkeeper. You should retain a copy of the SPD for future reference. This SPD does not replace or change the terms of the applicable official Plan document. If there is any conflict or inconsistency between the terms of the official Plan document and this SPD or a matter is discussed in less detail in this SPD, the Plan document will control in all cases. The operation of the Plan and the benefits to which you (or your beneficiaries) may be entitled will be governed solely by the terms of the applicable Plan document and the interpretations of the Plan Administrator and/or its duly authorized designee(s). No other individuals have any authority to interpret the Plan (or other applicable documents) or to make any promises to you about what the documents mean or what your benefits from the Plan will be. The complete Plan document and certain related documents are available for inspection by you, your beneficiaries, or your legal representative upon request at the offices of the Company. From time to time, application is made to the Internal Revenue Service ( IRS ) for a ruling that the Plan is qualified under the Internal Revenue Code. Changes to the Plan may be required by the applicable governmental authority or may be made by the Company. You will be informed of important changes. While the Company intends to maintain the Plan indefinitely, the Company reserves the right to change or end the Plan (or any of its benefits) at any time in its sole and absolute discretion. However, you will always be entitled to your vested benefit from your Plan. Upon termination of the Plan, all assets of the Trust will be distributed to the Plan s participants and beneficiaries. Nothing contained in this Summary Plan Description creates or is intended to create a contract of employment between any employee and the Company. Nothing in the Plan or this summary gives any person the right to be employed by the Company nor does it impede or restrict the Company s right to discharge an employee at any time. As used in this Summary, the terms you or your mean an employee who has met the eligibility requirements to participate in the Plan; mere receipt of this Summary does not mean that you meet these requirements or that these requirements have been waived. 1

4 If, at any time, you have questions regarding your Plan benefits or you would like to review the official Plan document, please contact the Plan Recordkeeper at (800) (English), or (877) (Español). SUMMARY Below is a brief summary highlighting some of the key features of the Plan. For more information on these provisions, please review the details as explained in greater detail throughout this Summary Plan Description. This chart is not intended to be a complete summary of all of the features, limitations or restrictions that may apply to your rights and obligations under the Plan. Plan Provisions Joining the Plan Pretax Contributions Roth Contributions Catch-up Contributions Highlights You are eligible to participate in the Plan upon completing one month of employment. Upon completing this eligibility requirement, you will automatically be enrolled in the Plan for a 4% Pretax Contribution deferral beginning with next payroll period, unless you elect not to participate or to participate at a different amount. If you remain automatically enrolled, your contribution will increase to 5% after the second Plan Year ends following your enrollment and will increase to 6% after the third Plan Year ends following your enrollment, where it will remain until you elect to change it. You may elect within the one-month eligibility period to not participate in the Plan, or to participate at a different contribution percentage upon meeting eligibility. If you are automatically enrolled, you may still elect within 90 days of your automatic enrollment date to not participate in the automatic enrollment feature and have any automatic deferrals made on your behalf returned to you. Instead of being automatically enrolled at a set percentage, you may enroll yourself by electing to contribute between 0% and 35% of your compensation to the Plan before income withholding tax is applied. Contributions and any earnings they generate are not taxed until distributed to you. Your Pretax Contributions, when combined with your Roth Contributions, may not exceed 35% of your Compensation. You may change the amount of your Pretax Contributions at any time. You may elect to contribute between 0% and 35% of your compensation to the Plan after income tax withholding is applied. While contributions are made with after tax dollars, earnings on the contributions may not be taxed if certain distribution rules are followed. Your Roth Contributions, when combined with your Pretax Contributions, may not exceed 35% of your Compensation. You may change the amount of your Roth Contributions at any time. If you will have reached your 50 th birthday before the end of any Plan Year, and have maximized your Pretax and Roth Contributions, you may contribute up to an additional 35% of your Compensation, not to exceed $5,500 (or the amount periodically adjusted by the Internal Revenue Service). You may change the amount of your Catch-up Contributions at any 2

5 Plan Provisions Matching Contributions Nonelective (Profit Sharing) Contributions Rollover Contributions Deferral Limits Hardship Withdrawals Plan Loans Age 70 ½ Required Distributions Tax Treatment of Plan Distributions Rollover Distributions Highlights time. The Company will match 100% of the amount of your Pretax Contributions, Roth Contributions, and Catch-up Contributions that do not exceed 2% of your Compensation and 50% of the amount your Pretax Contributions, Roth Contribution, and Catch-up Contributions that exceed 2% but do not exceed 6% of your compensation. Nonelective Contributions, Rollover Contributions, Roth Rollover Contributions, and Roth Conversion Contributions are not matched. Each year, the Company may elect to make a Nonelective Contribution to the Plan in an amount determined by the Company to the Nonelective Contributions Account of each Participant who is an Employee on the last day of the Plan Year. Nonelective Contributions are made on an annual basis on or after the last day of the Plan Year. Participants will be informed if a Nonelective Contribution is made for any Plan Year. Nonelective Contributions are sometimes referred to as profit sharing contributions. You can contribute amounts rolled over from an IRA or another employer s plan qualified under the U.S. tax code, including Roth Rollover Contribution from Roth accounts in other plans. The total Pretax Contributions, Roth Contributions, or combination of Pretax and Roth Contributions may not exceed $17,500 for 2013, as adjusted periodically by the Internal Revenue Service. You may take a hardship withdrawal while still employed if you experience a severe financial need. After you receive a hardship withdrawal, you will be suspended from making contributions to the Plan for six months. You may elect to take a loan from your available Accounts, which you will pay back with interest through payroll deduction. Loans are deducted proportionately from all eligible Accounts and all fund investments. Once you terminate employment, the Internal Revenue Service requires that your vested Accounts must begin to be distributed to you no later than April 1 after the end of the calendar year in which you attain age 70 ½. Please refer to Tax Treatment of Plan Distributions section of this SPD for explanation of when distributions from the Plan will be taxed, or how taxes can continue to be deferred. You can make a direct rollover to an IRA or another employer s plan qualified under the U.S. tax code. GLOSSARY OF TERMS Accounts - All of your various accounts under the Plan. This would include, for example, a Pretax Contributions Account, a Roth Contributions Account, a Matching Contributions Account and a Nonelective Contributions Account (if applicable). A complete list of all Accounts is set forth in Section 1 below. 3

6 Affiliated Company All of the employers that the Internal Revenue Service treats as a single employer with Concentra. Associated Company Certain companies that have a connection to Concentra. Service to Associated Companies will be included in Years of Service for vesting purposes if it immediately precedes or follows your service to Concentra. As of April 1, 2013, the Associated Companies are HumanaVitality, LLC and employers that are Professional Associations. Catch-up Contributions Additional Pretax Contributions, Roth Contributions, or any combination of Pretax and Roth Contributions that participants who will be at least 50 years old by the end of the Plan Year may make to the Plan after they have maximized their combined Pretax Contributions and Roth Contributions up to the deferral limit (for 2013, this limit is $17,500). Catch-up Contributions are limited to 35% of your Compensation for combined Catch-up Pretax Contributions and Catch-up Roth Contributions, and your combined Pre-tax and Catch-up Roth Contributions may not exceed $5,500 for You may not contribute more than your net pay (after all withholding, garnishments, and other deductions have been applied) for any payroll period, or more than 100% of your annual Compensation. Company Concentra and any Affiliated Company or Professional Association that has adopted the Plan. Compensation Compensation for purposes of your contributions to the Plan generally include your wages, salaries, overtime pay, bonuses, fees for professional services, and other amounts you receive (including payments received as back pay) for personal services rendered in the course of your employment with the Company, including any amounts you may defer pretax or after tax to various benefit plans. Compensation generally does not include amounts paid or reimbursed by the Company for moving expenses, the value of any qualified or nonqualified stock option granted to you by the Company to the extent such value is includable in the your taxable income, personal use of an employer-provided vehicle, car allowance, employer-provided club membership, taxable moving allowance, non-cash incentive or any other remuneration received or paid other than in cash, referral bonuses, retention bonuses, sign-on bonuses, Hall of Fame bonus, gifts and awards, live healthy payments, one-time Humana Inc. 50th anniversary award, severance payments, or any Compensation paid after severance from employment, unless paid by the later of 2½ months after the date of severance from employment or the end of the Plan Year that includes the date of the severance from employment. Federal law imposes a limit on the amount of Compensation that may be used in figuring the amount of contributions to the Plan (including Pretax Contributions). This limit is adjusted by the IRS for cost-of-living increases. In 2013, the limit is $255,000. Disabled You are considered disabled if, due to a physical or mental condition beginning during your employment with the Company, you become eligible for disability benefits from either the Social Security Administration or under a long-term disability plan sponsored by the Company. ERISA The Employee Retirement Income Security Act of 1974, as amended. ERISA is the federal law that, among other things, governs how an employer can provide retirement benefits to its employees. Hour of Service Any hour for which you are entitled to payment by the Company (i) for performing duties for the Company; (ii) for any period during which you are not performing duties; (iii) as a result of a back pay award; and (iv) attributable to qualified military service as provided in USERRA. Matching Contributions The contributions that the Company will make to the Plan for you based on the amount of your Pretax Contributions, Roth Contributions, or Catch-up Contributions (if applicable) up to specified limits. Normal Retirement Date The first day of the month coincident with or following the date on which (i) you have completed five Years of Retirement Service; (ii) you have reached at least age 55; and (iii) your 4

7 age plus Years of Retirement Service equals or exceeds 65. If your employment is terminated and you are later rehired, service prior to the termination will be included only if the period between the termination date and the date you are credited with an Hour of Service is less than six months. Nonelective Contributions Contributions that the Company may elect to make to certain eligible employees from time to time. If the Company elects to make a Nonelective Contribution, you will be notified if you are eligible and the amount of that contribution. The Companies that have elected to make a Nonelective Contribution and the employees eligible for those contributions are listed in Appendix A at the end of this SPD. Plan Recordkeeper Charles Schwab Retirement Plan Services. Pretax Contributions Contributions you make to the Plan through payroll deductions of amounts you would otherwise receive in cash. Pretax Contributions are deducted from your Compensation before federal, state, and local withholding taxes are calculated and deducted. Pretax Contributions, and any earnings on these contributions, are taxed when they are distributed to you. Professional Associations Any entity that provides services to Concentra or any affiliated company according to the terms of an occupational medicine center management and consulting agreement between Concentra or the affiliated company and a professional association formed for the purpose of providing such medical services. QDRO A qualified domestic relations order is a court-ordered payment of benefits in connection with a support order, divorce, legal separation, or custody case that the Plan Administrator has determined is qualified under the Plan s QDRO procedures. Please contact the Plan Administrator if you would like a copy of the Plan s QDRO procedures for determining whether a domestic relations order is qualified. Rollover Contributions Amounts that you can transfer to the Plan from another employer-sponsored qualified retirement plan or from an IRA. Rollover Contributions that come from a Roth account in another employer-sponsored plan are referred to as Roth Rollover Contributions, and must be separately accounted for under the Plan. Roth Contributions Contributions you make to the Plan through payroll deductions of amounts you would otherwise receive in cash that you irrevocably designate as Roth Contributions. Roth Contributions are deducted from your earnings after federal, state, and local withholding taxes are calculated and deducted. Roth Contributions, and any earnings on these contributions, are eligible for tax free distributions to you under certain circumstances detailed in this SPD. Roth Conversion Contributions - Contributions in your Accounts that are eligible for distribution, which you may irrevocably designate for conversion into a Roth Conversion Account in the Plan. Conversions from any Accounts that include tax-deferred savings will be included in your gross income in the year in which the conversion occurs. Following conversion, these Roth Conversion Contributions will be treated as Roth Contributions. USERRA - The Uniformed Services and Reemployment Rights Act, which protects certain rights of Plan participants who return to work after taking a leave of absence to perform qualified military service. Year of Retirement Service For purposes of reaching your Normal Retirement Date, each twelve month period beginning on the date you first perform an Hour of Service and continuing throughout (i) the period during which you perform services as an eligible employee; (ii) all periods of an approved leave of absence and (iii) all periods of service with certain related employers. If your employment is terminated and you 5

8 are later rehired, service prior to the termination will be included only if the period between the termination date and the date you are credited with an Hour of Service is less than six months. Year of Service For purposes of vesting in Matching Contributions and Nonelective Contributions, you will be credited with a Year of Service for each twelve-month period beginning on the date you first perform an Hour of Service and continuing throughout the period during which you perform services to the Company or, if applicable, an Associated Company. Please refer to Section 7 for more information on vesting and crediting Years of Service. 1. Plan Name: BASIC PLAN INFORMATION Concentra Operating Corporation 401(k) and Profit Sharing Plan 2. Name, Address and Telephone Number of the Sponsoring Employer: Concentra Operating Corporation 5080 Spectrum Drive, Suite 1200, West Tower Addison, TX (972) Sponsoring Employer s Identification Number (EIN) and Plan Number: EIN: Plan Number: Type of Plan: The Concentra Operating Corporation 401(k) and Profit Sharing Plan is a defined contribution plan subject to the provisions of ERISA. The Plan is intended to qualify under Internal Revenue Code (the Code ) section 401(a) as a profit sharing plan that provides a cash or deferred arrangement permitted under Code section 401(k), designated Roth contributions under Code section 402A, and matching contributions under Code section 401(m). The Plan is intended to constitute a plan that meets the requirements of ERISA section 404(c), as described in Section 5. The Plan is intended to be a qualified automatic contribution arrangement to satisfy the safe harbor nondiscrimination requirements of Code section 401(k)(13) and 401(m)(12). 5. Plan Administrator: Concentra Retirement Plan Committee 5080 Spectrum Drive, Suite 1200, West Tower Addison, TX (972) Type of Administration: Contract Administration (Charles Schwab Retirement Plan Services) 6

9 7. Name and Address of Agent for Service of Legal Process: Director, Associate Benefit Programs Humana Inc. 500 West Main Street Louisville, Kentucky (502) Legal notices may also be sent to the Trustee and the Plan Administrator. 8. Name and Address of Trustee (Directed Trustee): Concentra Operating Corporation 401(k) and Profit Sharing Plan Charles Schwab Trust Company 211 Main Street, 14 th Floor San Francisco, CA Plan Year: January 1 through December Plan Funding: All money that is contributed to the Plan is held in a trust fund ( Trust ). The Trustee is responsible for the safekeeping of the Trust. The Trust established by the Trustee will be the funding medium used for the accumulation of assets from which benefits will be distributed. While all the Plan assets are held in a Trust, the Plan Recordkeeper separately accounts for each participant s interest in the Plan. 11. Affiliated Companies and Professional Associations who have adopted the Plan as of April 1, 2013: AFFILIATED COMPANIES (Concentra Entities/Divisions/Branches) 1. Concentra Health Services, Inc. 2. Concentra Solutions, Inc. 3. Concentra Laboratory, L.L.C. 4. Auto Injury Solutions, Inc. PROFESSIONAL ASSOCIATIONS 1. OHC of the SW (non-arizona States) 2. OHC of California 3. OHC of Michigan 4. OHC of the Southwest (Arizona) 5. OHC of Georgia 6. OHC of New Jersey 7. OHC Of Ohio 8. OHC of North Carolina 9. OHC Of New York 10. Therapy Centers of the Southwest I, P.A. 11. OHC of Arkansas 7

10 12. OHC of Louisiana 13. OHC of Nebraska 14. OHC of Delaware 15. Therapy Centers of South Carolina P.A. 16. OHC of Hawaii, Inc. Participants and beneficiaries may receive from the Plan Administrator, upon written request, information as to whether a particular employer is participating in the Plan and, if the employer is participating, that employer s address. 12. Collective Bargaining: The Plan is not maintained pursuant to any collective bargaining agreement. 13. Contract Administrator (Plan Recordkeeper): Charles Schwab Retirement Plan Services 4150 Kinross Parkway Richfield, OH (800) (English) (877) (Español) SECTION 1 OVERVIEW OF THE PLAN The Plan contains a tax-deferral feature that enables you to save for retirement and reduce the amount of your taxable income by deferring a portion of your Compensation as Pretax Contributions to the Plan instead of receiving it in your paycheck. The Plan also allows you to make an after tax contribution to the Plan that you irrevocably designate as a Roth Contribution, which can grow and be distributed tax free, subject to certain requirements. The Company will also make Matching Contributions to the Plan on your behalf as described in this SPD. Amounts are credited into the Accounts maintained on your behalf under the Plan. The types of Accounts that you may have are as follows: Pretax Contribution Account this Account is credited with amounts from your Compensation that you have elected to contribute to the Plan before paying income taxes, including Catch-up Contributions described below. Roth Contribution Account this Account is credited with amounts from your Compensation that you have elected to contribute to the Plan after paying income taxes, including Catch-up Contributions described below, that you irrevocably designate as Roth contributions. Matching Contribution Account this Account is credited with Matching Contributions that the Company makes on your behalf. Nonelective Account this Account is credited with any annual Nonelective Contribution that the Company elects to make for a Plan Year on behalf of participants who are employed on the last day of that Plan Year. 8

11 Qualified Nonelective Contributions Account this Account is credited with Qualified Nonelective Contributions ( QNECs ) that the Company may have made to participants. Qualified Matching Contributions Account this Account is credited with Qualified Matching Contributions ( QMACs ) that the Company may have made to participants. Rollover Account this Account is credited with any Rollover Contributions of pretax deferrals you elect to make from another Plan. Roth Rollover Account this Account is credited with any Roth Rollover Contributions of after tax deferrals designated as Roth Contributions that have been separately accounted for that you elect to make from another Plan. Your retirement benefit from the Plan is the total vested amount in all of your Accounts at the time of distribution. Please refer to Section 7 for information concerning vesting in your Accounts. When you leave the Company and become eligible for your benefit, the Trustee will pay the benefit in the form you choose as described in Section 12. The amount in your Accounts will largely depend on the amount of the contributions deposited, the investment performance of the investment funds in which you choose to invest, and your share of the Plan s administrative expenses. Participants in the Plan do not pay any current federal income tax on the amounts contributed to the Plan, other than amounts contributed to your Roth Contributions Account. Your Pretax Contributions will be treated as taxable wages for purposes of Social Security and Medicare withholding and may be subject to state and local taxes, depending on applicable state and local law. In addition, you will not be taxed on any investment earnings or employer contributions credited to your Accounts until these amounts are actually distributed to you. SECTION 2 PARTICIPATION Beginning Participation. If you are an eligible employee, you will become a participant in the Plan after you complete one month of employment with a Company as an eligible employee. Eligibility. Employees of the Company are generally eligible to participate in the Plan. However, you are not eligible to participate if: You are a union employee and your collective bargaining agreement does not provide for participation in the Plan; You are a leased employee; You are classified as an independent contractor by the Company; Your compensation from the Company is reported on an IRS Form 1099; You are an agency employee to the Company; Your employer does not participate in the Plan; You are a nonresident alien and receive no earned income from the Company that constitutes United States sourced income unless Concentra has specifically designated you for eligibility; You are a resident of and primarily work in Puerto Rico; or You are eligible to participate in any other tax-qualified savings plan sponsored by Concentra or any Affiliated Company or Professional Association. 9

12 Eligibility Upon Rehire. If you leave the Company and are later rehired, you may begin participation in the Plan beginning with the first payroll period following your rehire date if you were already eligible to participate in the Plan when you terminated employment with the Company. If you were not eligible to participate when you left the Company, you will be eligible to participate upon completing one month of employment with a Company as an eligible employee. Your Matching Contributions and Nonelective Contributions will vest according to your credited Years of Service. Refer to Section 7 for more information on vesting. If you are rehired and had automatic deferrals contributed to the Plan on your behalf in the Plan Year that includes your rehire date or the immediately preceding Plan Year, you will be automatically enrolled upon rehire at the same automatic deferral rate that would apply if you had remained continually employed and automatically enrolled. Otherwise, you will be considered a new hire for automatic enrollment purposes. Joining the Plan. Unless you have made an affirmative election not to participate, you will be automatically enrolled in the Plan as soon as practicable following the date you complete one month of employment with a Company as an eligible employee. (See Section 3 for more information on automatic enrollment). If you have elected not to participate, you may begin participation at any time by completing a deferral authorization in the form and manner prescribed by the Plan Recordkeeper. Participation will become effective for the payroll period beginning as soon as practicable after a completed authorization is received by the Plan Recordkeeper. Once you have started making Pretax Contributions or Roth Contributions, participation in the Matching Contribution Account is automatic. Transferring From a Nonparticipating Affiliated Company or an Associated Company. If you transfer employment to the Company from any Affiliated Company or Associated Company that does not participate in the Plan, you will be eligible to begin participating as described above in Joining the Plan on your first date of employment with the Company. Any election you made under any prior plan you participated in will not be effective under this Plan. For more information regarding transfers of employment within Concentra, see Section 13 below. Naming a Beneficiary. When you join the Plan, or if you have not already done so, you should name a beneficiary. A beneficiary is the person or persons you designate to receive the value of your Accounts if you die before receiving your retirement benefit from the Plan. If you are married, your spouse will automatically be your beneficiary unless he or she irrevocably consents to the designation of an alternate beneficiary in writing. However, if your alternate beneficiary predeceases you, your benefit will be distributed to your spouse unless you designate (with spousal consent) another alternate beneficiary. If you are not married, you do not need anyone s consent to name your beneficiary, who may be anyone you choose. If you are not married and have not named a beneficiary, or your beneficiary predeceases you, your benefits will be distributed to your estate. It is important that you keep your beneficiary designation on file with the Plan current. You may change your beneficiary designation at any time by completing a new beneficiary designation form and returning it to the Plan Recordkeeper in the manner prescribed by the Plan Recordkeeper. A properly completed beneficiary designation form delivered in the manner prescribed by the Plan Recordkeeper will revoke and supersede any prior beneficiary designations. The Committee, in its sole discretion, may suspend the distribution of any benefit to a beneficiary (or person claiming to be a beneficiary) while the Committee determines if the beneficiary is disqualified from receiving the benefit or the designation or establishment of the beneficiary is invalid or void for any reason. Once a beneficiary is determined under the Plan, he or she will have the right to direct the investment of the Accounts and request distributions. 10

13 PRETAX CONTRIBUTIONS SECTION 3 EMPLOYEE CONTRIBUTIONS Salary Deferrals. The Pretax Contribution Account holds your Pretax Contribution elective deferrals which are contributed to the Plan through payroll deductions. When you begin participating, you choose how much you want to defer, from 0% to 35% of your Compensation, subject to the deferral limits discussed below. You may defer paying federal income taxes on your Pretax Contributions and any earnings on those contributions until the Account is distributed to you. Deferral Procedure. The amount you elect to defer will be deducted from your pay in accordance with a procedure established by the Plan Administrator. Your deferral election remains in effect until you revoke or modify it. Deferral Modification. You can stop making Pretax Contributions to the Plan or change your contribution percentage by notifying the Plan Recordkeeper. Changes will generally be made as soon as administratively feasible. Automatic Deferral. The Plan includes a Pretax Contribution automatic deferral feature. The Company will automatically withhold a portion of your Compensation from your pay each payroll period and contribute that amount as a Pretax Contribution unless you make a different election or elect not to participate in the Plan. Application. Eligible employees who did not begin participating in the Plan before April 1, 2013, because they did not have one month of employment as of that date will be automatically enrolled in making Pretax Contributions after completing one month of employment. Automatic Deferral Provisions. If you do not make a deferral election, the following provisions apply to the Pretax Contribution automatic deferrals: o At any time you may complete a salary deferral agreement in the manner prescribed by the Plan Recordkeeper to select an alternative deferral amount, to designate Roth Contributions, or to elect not to defer under the Plan. o Automatic deferrals will be invested in the Plan s designated default investment option unless you designate alternative investment options available under the Plan. o You may elect within 90 days of your automatic enrollment date to not participate in the automatic enrollment feature and to have any deferrals that have been made on your behalf returned to you. Thereafter you may change your deferral elections only for any future Pretax Contributions. o Your initial Pretax Contribution automatic enrollment deferral will be 4% of your Compensation. While you are a participant under the Plan s automatic enrollment arrangement, the automatic deferral amount will increase one percentage point as of the first paycheck after the first day of the third and fourth Plan Years of your participation unless you elect not to participate or elect to participate at a different amount. The table below sets forth the escalating automatic deferral amounts. The first Plan Year is the Plan Year in which you are first enrolled in the Plan. 11

14 Plan Year of Participation Automatic Deferral Percentage First and Second 4% Third 5% Fourth and thereafter 6% EXAMPLE: If you are hired on January 1, 2013, you will be automatically enrolled on or after January 30, 2013, to contribute 4% of your Compensation to your Pretax Contribution Account. If you do not make any other deferral election, beginning with the first paycheck in 2015, your deferral will automatically increase to 5% for all paychecks paid in If you do not make any other deferral election, beginning with the first paycheck in 2016, your deferral will automatically increase to 6% for all subsequent paychecks until you elect not to participate, to make Roth Contributions, or to participate in a different deferral amount. Deferral Limit. Regulations limit the amount of your Pretax Contributions. The limit is adjusted periodically to reflect changes in the cost of living. The current limit is $17,500 for ROTH CONTRIBUTIONS Salary Deferrals. The Roth Contribution Account holds your elective deferrals which you irrevocably designate as Roth Contributions to be contributed to the Plan through payroll deductions. When you begin participating, you choose how much you want to defer, from 0% to 35% of your Compensation, subject to the deferral limits discussed below. You will pay income taxes on your Roth Contributions before they are contributed to the Plan, but while they remain in the Plan, Roth Contributions grow tax free, and may be distributed from the Plan tax free under certain circumstances (refer to Section 10 below). Deferral Procedure. The amount you irrevocably designate to defer as Roth Contributions will be deducted from your pay in accordance with a procedure established by the Plan Administrator. Your Roth Contribution deferral election remains in effect until you revoke or modify it. Deferral Modification. You can stop making contributions to the Plan or change your contribution percentage by notifying the Plan Recordkeeper. Changes will generally be made as soon as administratively feasible. IMPORTANT HOLDING PERIOD NOTICE FOR ROTH CONTRIBUTIONS. Federal law imposes a 5-taxable-year period holding requirement for Roth Contributions before they may be eligible for tax-free distribution from the Plan. The holding period begins with the first taxable year that your first contribution to a designated Roth Account is includable in gross income and ends with the end of the fifth taxable year following the contribution. If you are a calendar year tax payer and make your first Roth Contribution in 2013, your holding period would end on December 31, If you take a distribution of your Account before that date, some of the distribution may be included in your taxable income in the distribution year, and may be subject to early withdrawal penalties as well. You are encouraged to speak with a qualified tax professional concerning the implications that electing Roth Contributions may have for your particular tax situation. CATCH-UP CONTRIBUTIONS Catch-up Contributions. If you have contributed the maximum allowable Pretax Contributions or Roth Contributions and will be age 50 or older before the close of a particular Plan Year, you are eligible to make Catch-up Contributions of up to an additional 35% of Compensation in Pretax Catch-up 12

15 Contributions and 35% of Compensation in Roth Catch-up Contributions. Federal law limits the amount of Catch-up Contributions you can make annually. For 2013, the limit is $5,500. You may designate the Catch-up Contributions to be Pretax Contributions, Roth Contributions, or any combination of Pretax and Roth Contributions up to each limit. LIMITS ON DEFERRAL CONTRIBUTIONS In addition to the individual contribution limits discussed above, the following percentage limits apply to the amount of Pretax Contributions and Roth Contributions you may make to the Plan: The total combined amount of your Pretax Contributions and Roth Contributions may not exceed 35% of your Compensation. For example, if you elect to defer 30% of your compensation in Roth Contributions, you may only contribute 5% in Pretax Contributions. Any combination of Pretax Contributions and Roth Contributions will work, provided the combined total does not exceed 35% of your Compensation. You may contribute up to an additional 35% of your Compensation in Pretax Catch-up Contributions, and up to an additional 35% of your Compensation in Roth Catch-up Contributions. This percentage is not a combined limit, but the annual combined dollar limit for all Catch-up Contributions is $5,500 for The total combined amount of your deferral contributions (including Pretax Contribution, Roth Contributions, and Catch-up Contributions) for any pay period may not exceed your total pay for that payroll period net of all withholdings, garnishments, deductions, reductions, loan repayments, and any other decreases, and this total combined amount for the Plan Year may not exceed your Compensation for the Plan Year. In addition to the Plan limits discussed above, Federal law limits the total dollar amount of Pretax Contributions and Roth Contributions you are permitted to make to the Plan. For 2013, the annual deferral limit is $17,500 for all Pretax Contributions and Roth Contributions combined. The annual combined limit for all Catch-up Contributions may not exceed $5,500 for These limits are adjusted by the IRS periodically to reflect changes in the cost of living. If you elect both Pretax Contributions and Roth Contributions and exceed the deferral limits, the excess deferrals will be refunded to you first from your Roth Contributions Account, if any, and then from your Pretax Contributions, until all excess deferrals are returned. Although you may be allowed to make Catchup Contributions each payroll period, if you do not exceed the federal dollar amount limit for regular Pretax Contributions and Roth Contributions for the Plan Year, your Catch-up Contributions will be redesignated as regular Pretax Contribution or Roth Contributions, as applicable. If you are eligible to make Catch-up Contributions and your combined Pretax Contributions and Roth Contributions exceed the annual deferral limit, your excess contributions will automatically be considered Catch-up Contributions, up to the annual Catch-up Contribution limit. IMPORTANT NOTE: You are responsible for following the percentage and dollar contribution limits when making your deferral elections. If you elect to defer more of your Compensation to the Plan than the Plan or law allow, the Plan Administrator, in its sole and complete discretion, may reduce or reject any deferral election, or may reduce or reject any part of a deferral election, to ensure that the Plan s percentage limits are followed. If you defer more to the Plan than the applicable total dollar amount limit imposed by law, or if your contributions to the Plan when combined with the contributions you make to any other employer s plan in the Plan Year exceed this limit, you must make a request before February 15 of the following Plan Year to the Plan s Recordkeeper to return your excess deferrals or they may be subject to double taxation. 13

16 ROLLOVER CONTRIBUTIONS AND ROTH ROLLOVER CONTRIBUTIONS In General. The Rollover Account holds any Rollover Contributions you make to the Plan. The Roth Rollover Account holds any Roth Rollover Contributions you make to the Plan. Rollover Contributions. You may make a written request to the Plan Recordkeeper to transfer a Rollover Contribution from another qualified plan (or rollover IRA) to the Plan. The Plan Administrator will determine in its discretion whether or not to accept any particular Rollover Contribution. The Plan does not accept rollovers of after-tax contributions from another plan unless they are irrevocably designated as Roth contributions. Roth Rollover Contributions. You may make a written request to the Plan Recordkeeper to directly transfer a Roth Rollover Contribution from a designated Roth account in another employer s qualified plan (but NOT a Roth IRA) to the Plan. The Plan Administrator will determine in its discretion whether or not it will accept any particular Roth Rollover Contribution. The Plan does not accept rollovers of after-tax contributions from another plan unless they are irrevocably designated as Roth contributions. If the prior plan provides the Plan with the appropriate information, the date the applicable 5-taxable-year holding period commenced under the prior plan will continue to apply to the Roth Rollover Contribution. SECTION 4 EMPLOYER CONTRIBUTIONS In addition to any contributions that you make, the Company may make additional contributions to the Plan on your behalf. This Section describes Company contributions that may be made to the Plan and how your share of the contributions is determined. MATCHING CONTRIBUTIONS Amount. The Company makes a Matching Contribution in an amount equal to 100% of your Pretax Contributions, Roth Contributions, and Catch-up Contributions that combined do not exceed 2% of your Compensation, and makes a Matching Contribution in an amount equal to 50% of your Pretax Contributions, Roth Contributions, and Catch-up Contributions that combined exceed 2% but do not exceed 6% of your Compensation. The Company will make Matching Contributions in cash. You are 100% vested in the Matching Contribution after completing two Years of Service. The Matching Contributions will be made on a tax deferred basis and credited to your Matching Contribution Account, regardless of whether you elect to designate your contributions as Pretax Contributions or Roth Contributions. This means that your Matching Contributions will be treated in much the same way as your Pretax contributions because they will not be taxed when they are contributed to the Plan or while they remain in the Plan, but will be subject to taxation when they are distributed to you. If you designate deferrals as both Pretax Contributions and Roth Contributions, your Pretax Contributions are always matched first, then Roth Contributions up to the 6% of Compensation limit. So, if you elect to defer 4% in Pretax Contributions and 3% in Roth Contributions, the Plan will first match the 4% of Pretax Contributions and then the first 2% of your Roth Contributions. The last 1% of your Roth Contributions will not be matched because it exceeds the 6% of Compensation limit for Matching Contributions. Example 1. If your Compensation is $50,000 and you elect to defer 16% in Pretax Contributions, your Pretax Contribution would be $8,000 for the year ($50,000 x 0.16 = $8,000). The Company will match 100% of the Pretax Contribution up to 2% of your Compensation, and 50% of the Pretax 14

17 Contribution that exceeds 2% but does not exceed 6% of your Compensation, or $2,000, calculated as follows: ($50,000 x 0.02 x 1.0) + ($50,000 x 0.04 x 0.5) = $1, ,000 = $2,000. In this case, you would make a Pretax Contribution of $8,000 and the Company would make a Matching Contribution of $2,000, neither of which would be included in your taxable income for income tax purposes, so your gross taxable income for the year of the Pretax Contribution and Matching Contribution would be $42,000. Example 2. If your Compensation is $40,000 and you elect to contribute (or were automatically enrolled at) 4% of your Compensation, your Pretax Contribution would be $1,600 ($40,000 x 0.04 = $1,600). The Company will match 100% of the Pretax Contribution up to 2% of your Compensation, and 50% of the Pretax Contribution that exceeds 2% but does not exceed 6% of your Compensation, or $1,200, calculated as follows: ($40,000 x 0.02 x 1.0) + ($40,000 x 0.02 x 0.5) = $ = $1,200. Your gross income for income tax purposes for the year of the Pretax Contribution and Matching Contribution would be $38,400 (neither the Pretax Contribution nor the Matching Contribution would be included). Example 3. If your Compensation is $30,000 and you elect to defer 3% in Pretax Contributions and 2% in designated Roth Contributions, your Pretax Contribution would be $900 ($30,000 x 0.03 = $900), and your Roth Contribution would be $600 ($30,000 x 0.02 = $600). Your Matching Contribution would equal 100% of the Pretax Contribution up to 2% of your Compensation, and 50% of the Pretax Contribution and Roth Contribution that exceeds 2% but does not exceed 6% of your Compensation, or $1,050, calculated as follows: ($30,000 x 0.02 x 1.0) + ($30,000 x 0.03 x 0.5) = $ = $1,050. The Matching Contribution would be contributed solely on a pretax basis. Your gross income for income tax purposes would be $29,100, because the $900 Pretax Contribution and the $1,050 Matching Contribution would not be included, but the Roth Contribution of $600 would be included as taxable income. Exclusions. Your Pretax Contributions, Roth Contributions, and Catch-up Contributions in excess of 6% of Compensation are not matched with Matching Contributions. Rollover Contributions (whether pretax or Roth) are not matched with Matching Contributions. NONELECTIVE CONTRIBUTIONS As of the last day of the Plan Year, the Company may elect to make (or elect not to make) a Nonelective Contribution to the Plan in an amount determined by the Company to be allocated to the Nonelective Account of each Participant who is an eligible employee of a Company as of the last day of the Plan Year, regardless of whether you made any Pretax Contributions or Roth Contributions for such year. Nonelective Contributions, if made, are made on an annual basis on or after the last day of the Plan Year. The allocation of the Nonelective Contribution for the Plan Year is made to the Nonelective Contributions Account of each participant eligible to share in the allocation, in the ratio that each Participant s Compensation for that Plan Year bears to the aggregate Compensation of all Participants for that Plan Year. You will be notified if the Company elects to make a Nonelective Contribution for 15

18 any Plan Year. Nonelective Contributions made by the Company and the employees eligible for those contributions are listed in Appendix A. LIMITATION Federal law limits the total amount of all contributions (other than Catch-up Contributions and Rollover Contributions) that may be made to your Accounts annually. For 2012, the limit is the lesser of 100% of your compensation or $50,000. ADDITIONAL CONTRIBUTIONS (QMACS and QNECS) The company may make additional contributions (see discussion of QMACs and QNECs in Section 1) to participants in the Plan. Such additional contributions will be fully vested when made. SECTION 5 INVESTMENTS The Trustee of the Plan has been designated to hold the assets of the Plan for the benefit of Plan Participants and their beneficiaries in accordance with the terms of this Plan and the trust agreement. The accumulation of assets contributed to the Trust established by the Trustee will fund the benefits provided by the Plan. Participant Directed Investments. You are responsible for directing the investment of your entire Account balance in the Plan among the investment options made available by the Plan Administrator. The Plan Recordkeeper will provide you with information on the investment choices available to you, the procedures for making investment elections, the frequency with which you can change your investment choices and other important information. You must follow the procedures for making investment elections and you should carefully review the information provided to you before you give investment directions. Default Investment. If you do not direct the investment of your Plan Accounts, then your Accounts will be invested in accordance with the default investment alternatives established under the Plan. The Plan s default investment alternatives are the Schwab Managed Retirement Trust Funds (sometimes called Target Date Funds) listed in Appendix B at the end of this SPD. Each of these funds contains a diversified investment mix that automatically becomes more conservative over time. The specific fund selected is based upon the participant s birth date and anticipated retirement date. The default investment alternatives are designed to be qualified default investment alternatives under the Code. The fiduciaries of the Plan will not be responsible or liable for any losses resulting from investment in a default investment alternatives. Investment Options. The Plan Administrator will from time to time designate funds into which your Accounts may be invested. The investment options available under the Plan and certain historical performance are set forth in Appendix B at the end of this SPD. The Plan also has a self-directed brokerage account feature that allows you to invest in funds other than those selected for investment by the Plan Administrator. Earnings (or losses) and expenses are determined separately and credited to (or debited from) each self-directed brokerage account. Making Investment Elections. You can make your investment selections by visiting or by calling (por Español, ). Limits on Changing Investment Elections. The investment options 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 anytime you transfer all or a portion of your Accounts from one investment option 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 16

19 all investors and by interfering with portfolio management. Therefore, the Trustees, Plan Administrator 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 options; limits on the dollar value of transactions; fees applied when you transfer out of an investment option within a certain period of time after transferring into the investment options; restrictions on the means by which you may submit investment directions; and other procedures which the Plan Administrator or the Plan Recordkeeper determine to be appropriate to prevent or discourage frequent trading activity. You will be notified of any such procedures applicable under the Plan. You should keep in mind that such procedures may not detect or prevent all frequent trading in the Plan s investment options and that these activities may be harmful to investment performance. Your investment fund election or transfer election may be delayed for one or more days if the stock market is closed or trading in a particular investment fund is restricted because of unusual circumstances, such as insufficient liquidity to process transactions and major market disruptions. Some funds impose a shortterm trading fee on redemptions and exchanges of shares held for short periods of time such as 30 days, 90 days, or 6 months. The fee is retained by the fund for the benefit of the remaining shareholders. In addition, some funds do not permit market timing and will limit the number of times you may purchase and sell shares of their funds. Each mutual fund prospectus will have information regarding short-term trading fees and will explain their policy on market timing and excessive trading. Please note that you are solely responsible for the selection and monitoring of your investment options. Neither the Trustee nor the Plan Administrator assumes any responsibility for your investment choices. You should evaluate the investment options available under the Plan in the same way you would evaluate any investment to determine whether you are comfortable with the investment risk and expected rate of return. Responsibility for Investment Decisions. The Plan is intended to constitute a plan under ERISA Section 404(c) and Title 29 of the Code of Federal Regulations, Section c-1. This means, among other things, that you are responsible for choosing the investments for your Accounts and any earnings or losses that those investments experience. The fiduciaries of the Plan will not be responsible or liable for any losses resulting from investment instructions given by you or your beneficiaries. You are urged to read the literature describing each investment option and speak with a competent investment or financial advisor prior to making any investment decisions. You will share in any losses as well as any gains of the investment options you choose. In accordance with ERISA Section 404(c), the Plan Recordkeeper has been designated to provide the following information to Plan participants upon their request: a description of the annual operating expenses of each investment alternative (including investment management fees, administrative fees, transaction costs and other costs which may reduce the rate of return of such investment alternative), and a description of the amount of any such expenses expressed as a percentage of average net assets of the investment alternative; 17

20 copies of prospectuses, financial statements and reports, and any other relevant 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, the value of each such asset (or the proportion of the investment alternative which it comprises), and, for each investment alternative which is a fixed rate investment contract issued by a bank, savings and loan institution or an insurance company, the name of the issuer of the contract, the term of the contract and the rate of return of the contracts; information with regard to the value of shares or units of the investment alternatives, as well as the past and current investment performances of each alternative, determined, net of expenses, on a reasonable and consistent basis; and information with regard to the value of shares or units of the investment alternatives held in your Accounts. This information can be obtained at or by calling (por Español, ). In deciding whether to invest in any of the funds, you should consider the information provided for each fund as well as the investment options available under the Plan. A summary of certain of the historical performance of each fund offered as an investment option under the Plan is attached as Appendix B. You may elect to invest in any one, some or all of the investment funds and may allocate investments between funds on a daily basis. You can also direct how any future contributions are to be invested. Earnings or Losses. When you direct investments, your Accounts are segregated for purposes of determining the earnings or losses on these investments. Your Account does not share in the investment performance of other Participants who have directed their own investments. You should remember that the amount of your benefits under the Plan will depend in part upon your choice of investments. Gains as well as losses can occur and the Company, the Plan Administrator, and the Trustee will not provide investment advice or guarantee the performance of any investment you choose. SECTION 6 FEES Fees. Your Accounts may be charged three different categories of fees: plan administration fees, individual service fees, and investment management fees. Participant Accounts are charged a periodic plan administration fee to cover the administrative costs of operating the Plan including fees of the Trustee, recordkeeping costs, fees for professional services, and participant communications. The plan administration fee amount is a variable percentage of each Account balance and is determined by the number of participants in the Plan and the amounts charged by the Plan s service providers. Individual service fees are fees charged separately to the Account of individuals who chose to take advantage of a particular Plan feature. Each participant is responsible for paying the following fees, as applicable: Type of Fee Amount $100 annual fee Self-directed Brokerage $8.95 per transaction Loan Origination Fee $75 QDRO Fee $1,000 Withdrawal Processing Charge $25 18

21 Separate from general administration and individual service fees are investment management fees, which vary by Plan fund. These fees are generally deducted from any gain or loss incurred in the fund, and reduce your overall return. These fees are associated with the cost of investing and administering assets in a mutual fund or collective investment fund and are expressed as a percentage of total assets. Some investment return information provided to you is net of these fees, and some investment information does not include plan asset fee deductions, which deduction amounts appear on your account statement as a separate line item. You can obtain specific fund fee information by reviewing each fund s prospectus or the fund fact sheets available at or by contacting the Plan Recordkeeper.. SECTION 7 VESTING The term vested refers to the amount in your Accounts that cannot be taken away from you regardless of the reason or time that you leave the Company. 100% Vested Contributions. You are always 100% vested (which means that you are entitled to all the amounts) in your Accounts, which include the following contributions: Pretax Contributions Roth Contributions Qualified nonelective contributions (QNECs) and qualified matching contributions (QMACs) Amounts in your Rollover Account attributable to Rollover Contributions Amounts in your Roth Rollover Account attributable to Roth Rollover Contributions. Other Contributions. Participants who were first credited with an Hour of Service on or after January 1, 2012, will become fully vested in their Matching Contributions and Nonelective Contributions after completing two Years of Service. If you were credited with an Hour of Service before January 1, 2012, you will become fully vested in your Matching Contributions under the applicable vesting schedule listed in Appendix A. Full Vesting Events. You will also become fully vested in your Matching Contributions and Nonelective Contributions if, while actively employed, you reach your Normal Retirement Date, become Disabled, or die. Crediting Years of Service. For purposes of vesting in Matching Contributions, you will be credited with a Year of Service for each twelve-month period beginning on the date you first perform an Hour of Service and continuing throughout the period during which you perform services to the Company or an Associated Company. You will not receive credit for any period of severance during which you perform no services, except as provided below. If you terminate employment without becoming vested in Matching Contributions or Nonelective Contributions and you are rehired, special rules determine whether your prior service or period of severance will be included in your Years of Service: If your employment terminates, but you perform an Hour of Service before the first anniversary of your termination date, the period of severance will be credited as a period of service in determining your Years of Service. If you are rehired after the first anniversary of your termination date and before the fifth anniversary of your termination date, service prior to your termination date will be credited toward Years of Service for purposes of vesting in Matching Contributions contributed both before your termination date and after your rehire date, but your period of severance will not be included. 19

22 If you are rehired after the fifth anniversary of your termination date, your service after your rehire date will be credited toward Years of Service for purposes of vesting in Matching Contributions credited to your Accounts after your period of severance, but will not be included for purposes of vesting in Matching Contributions credited to your Accounts before your period of severance. A period of absence under the Company s written leave of absence policy that does not exceed two years will be credited toward Years of Service and will not be considered a period of severance. Qualified military service will also be credited toward Years of Service as required by law (refer to Section 15 for more information). If your employment is subject to the requirements of the Service Contract Act, you may have additional service credited toward your Years of Service. Forfeitures. If you separate from service with the Company before becoming fully vested in an Account or portion of an Account, you will forfeit such amounts. Any unclaimed benefits are subject to forfeiture by the Plan Administrator. The Plan Administrator may use amounts forfeited in its discretion to restore amounts previously forfeited by participants but required to be reinstated upon resumption of employment or presentation of a valid claim, reduce employer contributions, pay Plan expenses, correct an error made in allocating amounts to participants Accounts or to resolve any claim filed under the Plan, or may allocate forfeited amounts to participants Accounts in the proportion that each participant s Compensation for the Plan year bears to the Compensation of all participants for the Plan Year. SECTION 8 LOANS In General. The Plan is designed to help you accumulate money for your retirement. However, the Company recognizes that in some cases you may need to obtain money for special needs. Although you may be able to withdraw money from the Plan to meet certain financial needs (see In-Service Withdrawals below), the Plan also allows active employees to borrow from all Accounts. Loans are administered in accordance with loan procedures that have been established by the Plan Administrator, a copy of which is available upon request from the Plan Recordkeeper. Additional information on loans, including any fee charged for processing your loan, will be provided at the time you request a loan application. Minimum Amount. The minimum amount you may borrow is $1,000. Maximum Amount. The maximum amount you may borrow (when added to the highest outstanding loan amount) is the lesser of: One-half the vested amount in the Accounts from which you may borrow; $50,000 (reduced by the highest balance of loans from the Plan during the one-year period ending on the day before the loan is made) Limit on Number. You may not have more than two loans outstanding at any time from the Plan. Interest. All loans will bear a reasonable rate of interest, as determined by the Plan Administrator, which you will be required to repay to your Accounts along with the principal loan amount. Account Deductions. When you take out a loan, the loan amount will be proportionately deducted from all of your eligible loan Accounts and proportionately liquidated from all investment funds in which those Accounts are invested. Repayment. Plan loans are made for periods up to four years (except for loans to acquire a home, which may be made for up to 10 years). Loan payments are applied proportionately to your eligible loan 20

23 Accounts and are invested according to your current investment direction for new contributions. Repayment of principal and interest is made by payroll deductions until the loan is paid in full. However, you may prepay the entire remaining loan balance at any time. Loan Defaults. An outstanding loan balance will become immediately due and payable upon the occurrence of an event that would entitle you to a distribution under the Plan (including a termination of employment), regardless of whether you have actually requested a distribution at that time. If payment of the loan is not then made in full by the earlier of (i) 90 days following the date your last payment was due, or (ii) the date distributions are to commence, the loan will be considered in default. If you default on repayment of the loan, the unpaid amount of the loan will be deducted from your Accounts before any payment is made to you (or your beneficiary) when you incur a distribution event, whether or not you have requested a distribution at that time. Any amount of a loan that is deemed defaulted will be reported as taxable income to you for the tax year, and may be subject to additional early withdrawal penalties. A loan will not be defaulted by the Plan if, before the default period expires, you elect to roll over the loan to another retirement plan and that plan has accepted the rollover. Note on Leaves of Absence. If you take an approved leave of absence, and you have an outstanding loan at that time, your loan payments will be suspended for up to 12 months. However, interest will continue to accrue while payments are suspended. If you are required to be absent from work for qualified military service, you should contact the Plan Recordkeeper about your loan. Your loan repayments may be suspended for the entire length of your military leave or term of the loan, if shorter. Rollover Contributions Subject to Loans. If the Plan accepts your Rollover contribution that also has an outstanding loan associated with it, the provisions of this Section 8 will apply to your rollover loan except that a loan that was taken out for any reason other than to purchase a home may be reamortized for a period not to exceed 5 years from the original date of the loan. SECTION 9 IN-SERVICE WITHDRAWALS Any withdrawal taken while you are still employed (an in-service withdrawal) is deducted proportionately from all of your available Accounts and from all investment funds in which your Accounts are invested, except that participants taking withdrawals after reaching age 59½ may specify a different Account priority for their withdrawal. Additional information on withdrawals, including any fee charged for processing your withdrawal, will be provided upon request by the Plan Recordkeeper. The Plan offers three in-service withdrawal options. HARDSHIP WITHDRAWALS In General. If you have a qualifying serious financial hardship you may be eligible to receive a hardship withdrawal from the Plan in an amount necessary to relieve the hardship. Before taking a hardship withdrawal, you must first obtain all currently available distributions (other than hardship withdrawals) available to you, including all non-taxable loans that are currently available to you under all plans sponsored by any Company. Hardship means an immediate and heavy financial need resulting from one of the following: Expenses for medical care for you, your spouse, or your dependents; Costs (excluding mortgage payments) directly related to the purchase of your principal residence; Payment of tuition, related educational fees, and room and board expenses for the next 12 months of post-secondary education for you or your spouse, children, or dependents; 21

24 The need to prevent eviction from your principal residence or to prevent foreclosure on the mortgage of your principal residence; Payments for burial or funeral expenses for your deceased parent, spouse, children or dependents; Expenses for the repair of damage to your principal residence that would qualify for a casualty deduction (determined without regard to whether the loss exceeds 10% of gross income); or Any other events that the IRS determines constitute a sufficient basis for a hardship withdrawal. All decisions of the Plan Administrator regarding whether a hardship withdrawal is justified or the amount necessary to alleviate the hardship are final and conclusive on all persons. Minimum Amount and Annual Limit. The minimum amount you may withdraw under the hardship rule is $1,000 or the vested portion of your remaining Account balance, if less. You are limited to two hardship withdrawals per year. Additional Amount to Pay Taxes. Hardship withdrawals are subject to income taxes, as well as a 10% early withdrawal penalty if you have not reached age 59 ½. If you have sufficient funds in your Accounts, the hardship amount you request may include an amount needed to pay tax withholding and early distribution penalties imposed on your withdrawal in addition to the amount needed for the hardship. Please refer to the information provided in this SPD concerning the tax treatment of withdrawals. Suspension of Contributions. After you receive a hardship withdrawal, you will be suspended for six months from making contributions to the Plan. If you were automatically enrolled in the Plan at the time of your suspension, you will be automatically re-enrolled at the Automatic Deferral Percentage rate at which you would have been contributing if no suspension had occurred. This means that if an Automatic Deferral Percentage increase went into effect while your deferrals were suspended, you will be automatically reenrolled at the increased Automatic Deferral Percentage following suspension. If you were not automatically enrolled at the time of your suspension, once your suspension period has expired you will be returned to the contribution rates and types you had elected prior to your suspension. All participants taking hardship withdrawals may change their contribution percentages and types as provided in Section 3 of this SPD at any time prior to taking a hardship withdrawal, within 30 days prior to the end of the suspension period following a hardship withdrawal, or after the suspension period ends. Account Deductions. When you take a hardship withdrawal, the distribution will be proportionately deducted from all of your eligible hardship Accounts and proportionately liquidated from all investment funds in which those Accounts are invested. Your eligible hardship Accounts do not include your Matching Contributions Account attributable to Matching Contributions made on or after January 1, IN-SERVICE WITHDRAWALS AFTER AGE 59 ½ After reaching age 59 ½, you may elect to receive an in-service withdrawal of vested amounts from your eligible in-service withdrawal Accounts at any time as follows: All withdrawals must be made in an amount of no less than $1,000 per withdrawal or, if less, the vested portion of your remaining Account balance; Distributions may be made in any form permitted under Section 12. No more than one withdrawal may be made within any six-month period; and Withdrawals will be applied against your eligible in-service withdrawal Accounts proportionately unless you elect a different priority in the form and manner prescribed by the Plan Recordkeeper. Withdrawals will be proportionately liquidated from all available investment funds in which the Accounts are invested. 22

25 WITHDRAWAL OF ROLLOVER CONTRIBUTIONS You may elect no more than twice during each Plan Year to withdraw any remaining balance of your Rollover Account or your Roth Rollover Account. Rollover withdrawals may be requested by contracting the Plan Recordkeeper. Withdrawals from your Rollover Account and Roth Rollover Account: Must be in an amount of at least $1,000, or your remaining Account balance if that amount is less than $1,000, Will be deducted pro rata from the Funds in which your Accounts are invested, and Will be distributed either in cash, in any investment position that can be distributed from your Self-Directed Brokerage Account, or any combination of cash and distributable investment position. SECTION 10 DISTRIBUTION OF BENEFITS FOLLOWING RETIREMENT OR OTHER TERMINATIONS FROM EMPLOYMENT If you leave the Company, you may take a distribution of the vested balance in each of your Accounts. For this purpose, transferring to other employment within Concentra or with an Associated Company is not considered leaving the Company. Transferring employment to HumanaVitality, LLC is considered leaving the Company for this purpose. Additional information on distributions, including any fee charged for processing your distribution described in this SPD, will be provided upon request by the Plan Recordkeeper. In General. Upon termination of employment for any reason other than transfer to another Concentra company or an Associated Company (other than HumanaVitality, LLC), your vested benefits will be distributable as soon as practicable following such termination and receipt of your distribution election in the form and manner prescribed by the Plan Recordkeeper, subject to the automatic cash-out provisions and required beginning date limitations discussed in this SPD. Automatic Cash-Outs. If the combined value of all your vested Plan Accounts does not exceed $1,000, your entire balance will be paid to you in a single cash sum as soon as administratively feasible following your termination of employment. Distribution by Required Beginning Date. Once you retire or otherwise terminate employment, your vested Accounts must begin to be distributed to you no later than your required beginning date, which is April 1 after the end of the calendar year in which you attain age 70 ½ (or terminate, if later). You do not have the option of deferring the commencement of distribution of your Account balances beyond that date. Roth Contributions. Federal law imposes a 5-taxable-year holding period on Roth Contributions. If you elect to take a distribution of your Roth Account or Roth Rollover Account before the applicable holding period has expired, portions of the distribution may be included in your taxable income the Plan reports to the Internal Revenue Service, and may be subject to additional early withdrawal penalties. You are encouraged to speak with a qualified tax professional concerning the implications a distribution from a designated Roth Account or Roth Rollover Account may have for your particular tax situation. Transfer of Employment Within Concentra. You are not eligible to take a distribution from your Account if you leave the Company and are immediately employed by any other Company participating in the Plan, by any Affiliated Company that does not participate in the Plan, or by any Associated Company other than HumanaVitality, LLC. You will be eligible for a distribution if you leave the Company and are immediately employed by HumanaVitality, LLC. Please refer to Section 13 for more information. 23

26 SECTION 11 DISTRIBUTION OF BENEFITS UPON DEATH Additional information on distributions, including any fee charged for processing your distribution as described in this SPD, will be provided upon request by the Plan Recordkeeper. In General. Upon your death, your vested benefits will be distributed to your surviving spouse or other properly designated beneficiary as soon as administratively practicable following the later of (i) your death or (ii) the date elected by your spouse or other beneficiary. If you are married, your beneficiary will be your spouse, unless he or she has waived the right to that benefit. Otherwise, your beneficiary will be the person you name on the beneficiary form you complete when you first become a participant in the Plan, or the person named on your most recently filed change of beneficiary form. Your beneficiary has the same payment options described in Section 10 and Section 12 that are available to participants. Death After Benefits Commence. If you die after distribution of your benefits has begun, the remaining portion of your benefits will be distributed at least as rapidly under the distribution method in effect immediately prior to your death as determined in accordance with applicable IRS regulations. Death Before Benefits Commence. If you die before distribution of your benefits has begun, your entire benefit will be distributed by the end of the fifth calendar year after which your death occurred, unless your beneficiary elects otherwise. If your beneficiary is not your spouse, he or she may receive distributions in equal installments over his or her life expectancy. If your beneficiary is your spouse, the date distributions are required to begin will not be earlier than December 31 of the year following the year of your death or December 31 of the year in which you would have reached age 70 ½. SECTION 12 FORM OF PAYMENT OF BENEFITS In General. You or your beneficiary may elect the form in which benefits will be distributed (subject to the automatic cash-out provisions discussed in Section 10 and the other provisions of this Section 12). The available forms of distribution are: A lump sum payment in cash; Distribution of any position that may be distributed in kind from a self-directed brokerage account; Any combination of cash or any distributable position, A rollover to an IRA or another qualified employer plan, or Installment payments over a period of up to 20 years. Installment Option. You may elect to receive your Account balance in substantially equal monthly, quarterly or annual installments for a period of 5, 10, 15, or 20 years. In the event of your death before all payments are made, your beneficiary will receive the remaining balance in the same manner. If you outlive the payment period, benefits will end when all installments have been made. Installment distributions will be proportionately deducted from all of your available Accounts and proportionately liquidated from all investment funds in which those Accounts are invested. Rollovers. Certain payments from the Plan may be eligible rollover distributions. This means that they can be rolled over to an IRA or to another employer plan that accepts rollovers. The Plan Recordkeeper, Charles Schwab, can tell you what portion of your payment is an eligible rollover distribution. Pretax Contributions and Roth Contributions generally are not available for rollover until you are at least age 59½ or you leave the Company. Generally, you can avoid having a benefit included in your taxable income at the time of distribution if it is rolled over to another qualified plan. For more detail concerning rollovers, please refer to the information in Section 20. In-Plan Roth Conversion. You may elect to convert any amounts you are eligible to receive as a distribution from your pre-tax Accounts to a Roth Conversion Account in the Plan. The converted amount 24

27 will be irrevocably designated a Roth Contribution to the Plan and the Plan will include the amount converted from any pre-tax Accounts in your taxable income for the year in which the conversion occurs. You will be responsible for paying any income tax due on the converted amount, which may include paying estimated quarterly taxes. You are encouraged to speak with a qualified tax professional concerning the implications and obligations a Roth conversion may have for your particular tax situation. For more detail concerning rollovers, please refer to the information in Section 20. SECTION 13 TRANSFERS OF EMPLOYMENT Transfers From Company to Company. If you transfer employment from one Company to another Company participating in the Plan, you will not be treated as having left the Company and will continue to be a participant in this Plan without interruption. Transfer from Company to Nonparticipating Company. If you transfer employment from the Company to any Affiliated Company that does not participate in the Plan, or to any Associated Company other than HumanaVitality, LLC, you: will no longer be eligible to participate in the Plan for purposes of making deferral contributions to the Plan or receiving Matching Contributions or Profit Sharing Contributions, and will not be eligible for a distribution of your Account. Transfer from Company to HumanaVitality LLC. If you transfer employment from a Company to HumanaVitality, LLC, you: will be treated as having left the Company, will no longer be eligible to participate in the Plan for purposes of making deferral contributions to the Plan or receiving Matching Contributions or Profit Sharing Contributions, but will be eligible for a distribution of your Account. Treatment of Account Following Transfer to a Nonparticipating Employer. If you transfer employment within Humana, your Account will not be transferred to any other plan sponsored by a Company, an Affiliated Company not participating in the Plan, or any Associated Company (including HumanaVitality, LLC) upon transfer of employment, and your Account will continue to be determined as provided in this SPD. If you transfer employment from a Company to an Affiliated Company not participating in the Plan or any Associated Company (other than HumanaVitality LLC) while a loan from your Account is outstanding, the Plan Administrator will determine whether or not loan payments may be payroll deducted from the Affiliated Company or Associated Company. Credit for Service with a Nonparticipating Employer. If you immediately transfer employment between the Company and an Affiliated Company not participating in the Plan or an Associated Company (including HumanaVitality, LLC), you will receive credit for service with that other employer for the purposes of determining your Years of Retirement Service. SECTION 14 ADMINISTRATION OF THE PLAN The Plan Administrator and/or its duly authorized designee(s) has the exclusive right, power and authority, in its sole and absolute discretion, to administer, apply and interpret the Plan, including this SPD, the Trust Agreement established under the Plan and any other Plan documents, and to decide all matters arising in connection with the operation or administration of the Plan or Trust established under the Plan. Without limiting the generality of the foregoing, the Plan Administrator and/or its duly authorized designee(s) will have the sole and absolute discretionary authority to: take all actions and make all decisions regarding the eligibility for, and the amount of, benefits payable under the Plan; 25

28 formulate, interpret and apply rules, regulations and policies necessary to administer the Plan in accordance with the terms of the Plan; decide questions, including legal or factual questions, relating to the calculation and payment of benefits under the Plan; resolve and/or clarify any ambiguities, inconsistencies and omissions arising under the Plan, including this SPD, the Trust Agreement or other Plan documents; process and approve or deny benefit claims and rule on any benefit exclusions, and determine the standard of proof required in any case. All determinations and interpretations made by the Plan Administrator and/or its duly authorized designee(s) will be final and binding upon all participants, beneficiaries and any other individuals claiming benefits under the Plan. SECTION 15 QUALIFIED MILITARY SERVICE The Uniformed Services and Reemployment Rights Act (USERRA) protects certain rights of Plan participants who return to work after taking a leave of absence to perform qualified military service. Highlights of the Plan rules follow. Generally you are entitled to USERRA rights if you meet the following tests: You are employed by the Company in a job that is not brief or nonrecurrent, or that can t reasonably be expected to continue indefinitely or for a significant period; You have given advance written or verbal notice to the Company before leaving the job for military training or service (unless giving notice is impossible or unreasonable); Your military absence does not exceed five years; You separated from military service under honorable conditions; and You returned to work by the following dates: o the first work day after completion of your military service if your service was one to 30 days; o within 14 days after completion of your military service, if your service was 31 to 180 days; and o within 90 days after completion of your military service, if your service exceeded 180 days. Upon your return to work, if you were under a qualified military leave of absence, you may be eligible to make up pre-tax contributions that you missed for the period of your leave and be eligible to receive a Matching Contribution and, if applicable, Nonelective Contribution (as described under Employer Contributions ). If eligible, you have a limited period of time to make your contributions. If you leave employment to perform qualified military service for at least 30 days, you may be able to take a distribution of your account, even though you are still on a leave of absence and not actually terminated from employment. If you take a distribution, you will be suspended from making contributions to the Plan for six months. For more information regarding these benefits, please contact the Concentra Benefits Call Center at

29 SECTION 16 IMPORTANT ADDITIONAL BENEFIT LIMITS Limits on Assigning Plan Benefits. Under federal law, generally your benefits from the Plan cannot be assigned or used as collateral for a loan (other than a loan from this Plan). However, benefits can be assigned to an alternate payee, such as a former spouse or your child, under a qualified domestic relations order. Please refer to the discussion of QDROs provided in Section 18. Benefits are Not Insured. The benefit provisions under the Plan are not covered by the Pension Benefit Guaranty Corporation insurance provisions because the benefits are determined solely by the amount in your Accounts. SECTION 17 CLAIMS PROCEDURES Any claims for benefits under the Plan shall be made in writing to the Plan Administrator. If a claim for benefits that you submitted is denied in whole or in part, the Plan Administrator will give you written notice within 30 days following that denial. In no case will that notice be provided later than 90 days after the Plan Administrator receives your claim unless special circumstances require an extension of the time limit. (The Plan Administrator will notify you of the need and reasons for any such extension before the end of the 90-day period.) The written notice will set forth: (1) the specific reasons for denial of the claim; (2) reference to the particular provisions of the Plan on which denial of the claim is based; (3) a statement as to any additional facts or information necessary to perfect the claim and an explanation as to why the same is required; and (4) a reference to the procedures for review of the denial of the claim, including a statement of your right to bring a civil action under Section 502(a) of ERISA following a denial of a claim. If your claim for benefits under the Plan is denied in whole or in part by the Plan Administrator, you will be entitled to a full and fair review of the claim and the adverse benefit decision. The review will be granted upon written request, which must be filed by you with the Plan Administrator within 60 days following receipt of written notice of the initial claim denial. You will be permitted to submit written comments, records, and other information relating to the claim and provided, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the claim. The Plan Administrator will consider all comments, documents, and other information you submit, without regard to whether that information was submitted or considered in the initial determination. The Plan Administrator will make a decision on your claim within 60 days following receipt of a request for review unless special circumstances exist which require an extension of time. The Plan Administrator will notify you before the end of the 60-day period of the need and reasons for any such extension and the date by which the Plan expects to render a decision. Its decision will be provided to you in writing and will set forth the reasons for the decision; the provisions of the Plan on which the decision is based; a statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records and other information relevant to the claim; and a statement of your right to bring a civil action under Section 502(a) of ERISA. Determinations regarding disability will be made in the same manner as other applications for benefits except that the Plan Administrator will respond within 45 days after receiving your application. The 45-day period may be extended for two additional periods of up to 30 days each by notifying you in the same manner described above. Any notice of an extension will explain the standards for making disability determinations, the unresolved issues preventing a decision in your case, and the additional information needed to resolve these issues. You will have 45 days in which to provide the additional information. You 27

30 may appeal an adverse determination of disability retirement in a manner similar to appeals on other claims, except that you will have 180 days following your receipt of the notice of denial in which to give the Plan Administrator written notice of your appeal. The Plan Administrator may consult with a health care professional with appropriate training in the medical field involved to advise the Plan Administrator in any medical judgment and the Plan Administrator will identify all medical and vocational experts that advised the Plan Administrator in its determination. These medical professionals will be different from and independent of any professionals that may have advised the Plan Administrator at the time of your initial application. The Plan Administrator will respond to your appeal in the same manner as other appeals are responded to except that you will be advised of the decision on appeal within 45 days instead of 60 days. You may not initiate any action at law or in equity to recover under the Plan until you have exhausted the claims and appeals procedures described above. If any judicial or administrative proceeding is undertaken, the evidence presented will be strictly limited to the evidence timely presented to the Plan Administrator under the claims and appeals procedures described above. The above claims procedures apply not only to you but also to your beneficiary or other person who submits a claim for benefits. SECTION 18 DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS Generally, Plan benefits may be paid only to you or possibly to your surviving beneficiaries in the event of your death. However, an exception to this may be made as a result of a qualified domestic relations order or QDRO. A domestic relations order is a court-ordered payment of benefits in connection with a support order, divorce, legal separation, or custody case. This means the Plan may be obligated to pay part of your Account to someone else (called an alternate payee ) for example, your former spouse, children or other dependents to comply with such an order. There are specific legal requirements a domestic relations order must meet to be recognized as qualified by the Plan. A description of the procedures that apply to a qualifying domestic relations order may be obtained free of charge from the Plan Recordkeeper. Unless an alternative method is sufficiently specified in the domestic relations order, any division of a participant s benefit will be made proportionately from all Accounts and all funds in which those Accounts are invested and shall remain invested in the funds you, the participant, has designated (or, if have not designated, the Plan s designated default investment) until your alternate payee specifies a different investment allocation in the form and manner required by the Plan s Recordkeeper. Once you become an alternate payee under a QDRO, you will have the right to direct the investment of a separate Account established in your name and request distributions as a participant under the Plan. SECTION 19 RECOVERY OF OVERPAYMENTS You are not entitled to any greater benefit than what the written provisions of the Plan document provide. If you or any other person receives a payment from the Plan of more than you are entitled to, the Trustees may recover the amount of the overpayment plus interest and costs. In order to recover the overpayment, the Trustees may reduce the future benefit payments of the person who received the overpayment, reduce the future benefit payments of the beneficiary of the person who received the overpayment, or initiate legal action against the person who received the overpayment, or the estate of such person. SECTION 20 TAX TREATMENT OF PLAN DISTRIBUTIONS The Plan is designed to be a qualified retirement plan under section 401(a) of the Internal Revenue Code of 1986, as amended, and subject to IRS regulations for such plans. Participating in the Plan could affect your ability to make a tax-deductible contribution to an Individual Retirement Account (IRA). 28

31 Current tax rules regarding distributions from the Plan are highlighted briefly in this Section 20 and other places in this SPD. You will be given a general description of tax rules in effect at the time your Accounts are distributed to you. Because tax laws change, and because each individual s financial situation differs, you are encouraged to consult with a qualified tax advisor to determine the timing and form of contributions and distributions that are best for you and your particular tax situation. Contributions and Earnings. The contributions you make to the Pretax Contribution Account are made with pretax dollars, which means they will not be included in your reported taxable income for income tax purposes in the year in which the contribution is made. The amount of your Pretax Contributions will still be subject to FICA withholding for Social Security and Medicare purposes, as well as any other required or appropriate withholdings. Investment earnings in the Pretax Contribution Account accumulate tax-free until you receive them. The contributions you make to the Roth Contribution Account are made after tax, which means they will be included in your reported taxable income for income tax purposes in the year in which the contribution is made. Earnings on the Roth Contribution Account, Roth Conversion Account, and Roth Rollover Account may accumulate tax free. If the first contribution to a Roth Account has met the 5-taxable-year holding period requirement, qualified distributions of the earnings are tax-free. The 5-taxable-year holding period begins with the first taxable year in which the Roth Contribution is first made to the Roth Contribution Account and ends with the end of the taxable year that includes the fifth anniversary of the first contribution date (for Roth contributions first made in 2013, the holding period expires December 31, 2017). The Company contributions to your Matching Contributions Account and Nonelective Account, plus any earnings on those contributions, also accumulate tax-free until you receive them. Taxes will be due on the untaxed portion of any payment made from any of your Accounts. Early Distribution Penalties. In addition to ordinary income tax, you may have to pay an additional 10% federal tax on the amount you receive if you take untaxed money (including in-service, hardship, and rollover withdrawals) out of the Plan before you reach age 59 ½, and for Roth Contribution Accounts, before the end of the 5-taxable-year period applicable to Roth contributions, unless the distribution is: Paid to your beneficiary because of your death or disability; Paid to you when you separate from service during or after the year in which you reach age 55; For certain large medical expenses; In the form of periodic payments over your life or life expectancy, or the life expectancy of you and your beneficiary after you terminate; A corrective distribution due to nondiscrimination requirements or IRS limitations; or A distribution made to an alternate payee under a qualified domestic relations order. Required Withholding and Rollovers. The Trustee is required to immediately withhold 20% federal income tax on most types of payments from the Plan unless you (or your surviving spouse or former spouse under a domestic relations order) elect a direct rollover. Under a direct rollover, payments from this Plan are rolled over directly to an Individual Retirement Account (IRA), retirement annuity, or other qualified retirement plan. Almost all payments from the Plan including in-service withdrawals can be directly rolled over to continue deferring taxation of the benefit. However, required minimum distributions following your required beginning date after reaching age 70 ½ cannot be rolled over. 29

32 If you elect to receive a distribution directly payable to you and later decide to rollover that distribution to an IRA or another qualified plan, the required withholding amounts will still be reported and paid to the IRS as taxable income to you, and will not be refunded to you by the Plan. Again, the rules governing the tax rollover treatment of Plan distributions are very complex and subject to change. You should consult with a qualified tax advisor before taking a distribution. Neither the Company nor the Plan Administrator can provide this advice, and you may not and should not rely on any advice given to you by any employee of the Company. SECTION 21 YOUR RIGHTS UNDER ERISA As a participant in the Concentra Operating Corporation 401(k) and Profit Sharing Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants shall be entitled to: RECEIVE INFORMATION ABOUT YOUR PLAN AND BENEFITS Examine, without charge, at the Plan Administrator s office and at other specified locations, such as work locations and union halls, all documents governing the Plan, including summary plan descriptions, 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 an updated summary plan description. The Plan 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. PRUDENT 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 employee benefit plan. The people who operate your Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining benefits or exercising your rights under ERISA. ENFORCE YOUR RIGHTS If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan 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 that 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 30

33 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 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. ASSISTANCE WITH YOUR QUESTIONS If you have any questions about your Plan, you should contact the Plan Recordkeeper. 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: Division of Technical Assistance and Inquiries Employee Benefits Security Administration U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC * * * * 31

34 APPENDIX A SPECIAL PROVISIONS This appendix provides information for certain participants in the Plan, including individuals who became participants (i) as a result of being a participant ( Merged Participant ) in another retirement plan that was merged into the Plan ( Merged Plan ) or (ii) as a result of a stock or asset purchase or similar transaction by the Company. Benefits of participants in Merged Plans who did not become employees of the Company are determined according to the terms of the plan in which they participated as in effect as of the date of their termination of employment and will be distributed in accordance with the distribution provisions of the Plan described in this SPD. A.1 Merged Plans, Merged Participants, and Merged Date The following chart provides a list of the Merged Plans and individuals who became participants in the Plan as a result of the merger. The chart also provides the dates on which those participants began participating in the Plan and the dates of the mergers. Merged Plan Merged Participants Participation Date No plans have been merged as of April 1, 2013 Merged Date A.2 Nonelective Contribution Allocations The Companies listed below have designated the following Nonelective Contributions be made to the Trust, in an amount and to the Participants specified below. Company All Employers Participants Eligible for an Allocation Participants who were eligible employees on the last business day of the 2011 Plan Year Amount of Nonelective Contribution 1% of Eligible Compensation Definition of Eligible Compensation Used Eligible Compensation definition under Plan in effect on last business day of the 2011 Plan Year Applicable Vesting Schedule Same as Plan (see Prior Vesting Schedules below) 32

35 A.3 Prior Vesting Schedules If you were credited with an Hour of Service before January 1, 2012, you will become fully vested in your Matching Contributions under the applicable vesting schedule as follows: If you were credited with an Hour of Service before January 1, 2012, and are credited with an Hour of Service on or after January 1, 2012, will become vested in the Matching Contributions and Nonelective Contributions credited to your Account according to the following schedule: Years of Vesting Service Vested Percentage 0 0% 1 20% 2 100% If you were credited with an Hour of Service before January 1, 2012, and are NOT credited with an Hour of Service on or after January 1, 2012, you will become vested in the Matching Contributions and Nonelective Contributions credited to your Account according to the following schedule: Years of Vesting Service Vested Percentage 0 0% 1 20% 2 40% 3 60% 4 80% 5 100% 33

36 APPENDIX B - HISTORICAL PERFORMANCE OF CURRENT PLAN INVESTMENT OPTIONS Net Performance Updated as of March 31, 2013 (unless otherwise specified) Name of Fund Type of Fund YTD Return % (as of 3/31/13) PIMCO Total Return Instl 2012 Calendar Year Return % 2011 Calendar Year Return % 3 Yr % (as of 3/31/13) 5 Yr % (as of 3/31/13) Operating Expense Ratio (%) Bond Schwab Mng. Ret. Trust Income Cl IV* Schwab Mng Ret. Trust 2010 Cl IV* Schwab Mng Ret. Trust 2020 Cl IV* Schwab Mng Ret. Trust 2030 Cl IV* Schwab Mng Ret. Trust 2040 Cl IV* Schwab Mng Ret. Trust 2050 C1 IV* Mellon EB Daily Liquidity Non-SL Broad Market Stock Index Fund** Mellon EB Daily Liquidity Non-SL Small Cap Index Fund** Prudential Jennison Small Company Z Retirement Income Balanced (Target Date) Balanced (Target Date) Balanced (Target Date) Balanced (Target Date) Balanced (Target Date) Large Company Stock Small/Mid Company Stock Small/Mid Company Stock N/A N/A N/A N/A Performance data provided by each Fund Company or by Morningstar. *Extended performance quoted for the Schwab Managed Retirement Trust Funds may utilize pre-inception performance of Class I (0.89% OER) units of the same fund, adjust for the difference in unit class expense. **The operating expense fees are subtracted from the net return of the funds, with the exception of the Mellon EB Daily Liquidity Non-SL Small Cap Index Fund and the Mellon EB Daily Liquidity Non-SL Broad Market Stock Index Fund, which will be shown as an expense on your quarterly statement. 34

37 Name of Fund Type of Fund YTD Return % (as of 3/31/13) Artisan International Growth Trust Intl/Global Stock 2012 Calendar Year Return % 2011 Calendar Year Return % 3 Yr % (as of 3/31/13) 5 Yr % (as of 3/31/13) Operating Expense Ratio (%) N/A 0.90 Invesco Retirement Stable Value Vanguard Equity- Income Adm JPMCB Large Cap Growth CF Delaware Small Cap Value Instl. Stable Value Large Value Large Growth 6.18 N/A N/A N/A N/A 0.54 Small Value Past performance is no guarantee of future results. Current performance may be lower or higher. Investment value will fluctuate, and shares, when redeemed, may be worth more of less than the original cost. Fund Fact Sheets and Fund Prospectus are available at or by calling or for Spanish call