|
2.01
|
Eligibility
|
|
2.02
|
Participation
|
|
2.03
|
Reemployment of Former Employees and Former Participants
|
|
2.04
|
Transferred Participants
|
|
2.05
|
Termination of Participation
|
|
3.01
|
Deferred Cash Contributions
|
|
3.02
|
Employee Contributions
|
|
3.03
|
Company Contributions
|
|
3.04
|
Basic Retirement Contributions
|
|
3.05
|
Discretionary Profit-Sharing Contributions
|
|
3.06
|
Rollover Contributions
|
|
3.07
|
Change in Contributions
|
|
3.08
|
Suspension of Contributions
|
|
3.09
|
Actual Deferral Percentage Test
|
|
3.10
|
Contribution Percentage Test
|
|
3.11
|
Additional Discrimination Testing Provisions
|
|
3.12
|
Maximum Annual Additions
|
|
3.13
|
Return of Contributions
|
|
3.14
|
Contributions Not Contingent Upon Profits
|
|
3.15
|
Contributions During
Period of Military Leave
|
|
3.16
|
Catch-up Contributions
|
|
4.01
|
Investment Funds
|
|
4.02
|
Investment of Participants’ Accounts
|
|
4.03
|
Responsibility for Investments
|
|
4.04
|
Change of Election
|
|
4.05
|
Transfer of Accounts Among the Funds
|
|
4.06
|
Limitations Imposed by Contract, Prospectus or Other Documents of Similar Import
|
|
4.07
|
ERISA Section 404(c) Compliance
|
|
4.08
|
Additional Rules for Allocation of Earnings
|
|
4.09
|
Participants Directing Investment to be Named Fiduciaries
|
|
5.01
|
Maintenance of Records
|
|
5.02
|
Valuation of the Investment Funds
|
|
5.03
|
Discretionary Power of the Benefit Administration Board
|
|
5.04
|
Valuation Dates
|
|
5.05
|
Statement of Accounts
|
|
6.01
|
Employee Contribution Account, Deferred Account,
Transfer ESOP Account, Catch-up Contribution Account and Rollover Account
|
|
6.02
|
Basic Retirement Contribution Account and Discretionary Profit-Sharing Contribution Account
|
|
6.03
|
Company Contribution Account
|
|
6.04
|
Disposition of Forfeitures
|
|
7.01
|
Withdrawal of Employee Contributions
|
|
7.02
|
Withdrawal of Rollover Contributions
|
|
7.03
|
Withdrawal of Company Contributions
|
|
7.04
|
Withdrawal After Age 59½
|
|
7.06
|
Procedures and Restrictions
|
|
7.07
|
Determination of Vested Portion of Company Contribution Account
|
|
7.08
|
Withdrawals by Individuals on Active Military Duty
|
|
8.01
|
Amount Available
|
|
8.02
|
Terms
|
|
9.01
|
Eligibility
|
|
9.02
|
Forms of Distribution
|
|
9.03
|
Commencement of Payments
|
|
9.04
|
Age 70½ Required Distribution
|
|
9.05
|
Small Benefits
|
|
9.06
|
Status of Accounts Pending Distribution
|
|
9.07
|
Proof of Death and Right of Beneficiary or Other Person
|
|
9.08
|
Distribution Limitation
|
|
9.09
|
Direct Rollover of Certain Distributions
|
|
1.01
|
“Accounts”
means the Basic Retirement Contribution Account, the Catch-up Contribution Account, the Company Contribution Account, the Company Matching Account, the Deferred Account, the Discretionary Profit-Sharing Contribution Account, the Employee
Contribution Account, the Transfer ESOP Account and the Rollover Account.
|
|
1.02
|
“Actual Deferral Percentage”
means, with respect to a specified group of Employees, the average of the ratios, calculated separately for each Employee in that group, of (a) the amount of Deferred Cash Contributions made pursuant to Section 3.01 for a Plan Year (including
Deferred Cash Contributions returned to a Highly Compensated Employee under Section 3.01(c) and Deferred Cash Contributions returned to any Employee pursuant to Section 3.01(e)) to (b) the Employee’s Statutory Compensation for that entire
Plan Year, provided that, upon the direction of the Benefits Administration Board, Statutory Compensation for a Plan Year shall only be counted if received during the period an Employee is, or is eligible to become, a Participant. The Actual
Deferral Percentage for each group and the ratio determined for each Employee in the group shall be calculated to the nearest one one-hundredth of 1 percent. For purposes of determining the Actual Deferral Percentage for a Plan Year, Deferred
Cash Contributions may be taken into account for a Plan Year only if they:
|
|
(a)
|
relate to compensation that either would have been received by the Employee in the Plan Year but for the deferral election, or are attributable to
services performed by the Employee in the Plan Year and would have been received by the Employee within 2½ months after the close of the Plan Year but for the deferral election,
|
|
(b)
|
are allocated to the Employee as of a date within that Plan Year and the allocation is not contingent on the participation or
performance of service after such date, and
|
|
(c)
|
are actually paid to the Trustees no later than 12 months after the end of the Plan Year to which the contributions relate.
|
|
1.03
|
“Affiliated
Company” means any company not participating in the Plan which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which also includes as a member the Company; any trade or business under
common control (as defined in Section 414(c) of the Code) with the Company; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Company;
and any other entity required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code. Notwithstanding the foregoing, for purposes of Sections 1.31 and 3.11, the definitions in Sections 414(b) and (c) of the
Code shall be modified by substituting the phrase “more than 50 percent” for the phrase “at least 80 percent” each place it appears in Section 1563(a)(1) of the Code.
|
|
1.04
|
“Annual Dollar Limit”
means the annual dollar limit set forth in Section 401(a)(17)(A) of the Code, as adjusted from time to time for cost of living in accordance with Section 401(a)(17)(B) of the Code.
|
|
1.05
|
“Annuity Starting Date”
means the first day of the first period for which an amount is paid as an annuity or any other form following a Participant’s retirement or other termination of employment.
|
|
1.06
|
“Basic Retirement Contribution”
means, effective as of July 1, 2013, the amounts contributed pursuant to Section 3.04.
|
|
1.07
|
“Basic Retirement Contribution
Account” means, effective as of July 1, 2013, the separate account maintained for each eligible Participant, which is credited with (i) Basic Retirement Contributions pursuant to Section 3.04, (ii) certain Transfers attributable to
employer contributions and (iii) earnings on those contributions.
|
|
1.08
|
“Beneficiary” means any
person, persons or entity designated by a Participant to receive any benefits payable in the event of the Participant’s death. However, a married Participant’s spouse shall be the Participant’s Beneficiary unless or until he or she elects
another Beneficiary with Spousal Consent. If no Beneficiary designation is in effect at the Participant’s death, or if no person, persons or entity so designated survives the Participant, the Participant’s surviving spouse, if any, shall be
deemed to be the Beneficiary; otherwise the Beneficiary shall be the first of the following persons or classes then living: (a) his or her issue in equal shares (b) the participant’s parents in equal shares, or (c) the estate of the
Participant. If a Participant’s Beneficiary survives the Participant but dies before the distribution of the Participant’s Account, the Beneficiary’s portion of the Participant’s Account shall be paid to the estate of the Beneficiary.
Notwithstanding the foregoing, in determining beneficiary status, the Benefits Administration Board shall take into the account the additional beneficiary rules in Section 13.03.
|
|
1.09
|
“Benefits
Administration Board” means the persons named by the Board of Directors to administer and supervise the Plan as provided in Article 10.
|
|
1.10
|
“Board of Directors”
means the Board of Directors of John Wiley & Sons, Inc., as from time to time constituted.
|
|
1.11
|
“Break in Service” means
an event affecting forfeitures, which shall occur as of the Participant’s Severance Date if he or she is not reemployed by the Company or an Affiliated Company within
|
|
1.12
|
“Catch-up Contributions” means, effective as of January
1, 2002, pre-tax contributions made to the Plan pursuant to Section 3.16, which constitute catch-up contributions under Section 414(v) of the Code.
|
|
1.13
|
“Catch-up Contribution Account” means the separate
account maintained for each Participant, which is credited with Catch-up Contributions and earnings on those contributions.
|
|
1.14
|
“Code” means the Internal
Revenue Code of 1986, as amended from time to time.
|
|
1.15
|
“Company” means John
Wiley & Sons, Inc. or any successor by merger, purchase or otherwise, with respect to its employees; or any other company participating in the Plan as provided in Section 12.03, with respect to its employees.
|
|
1.16
|
“Company Contributions”
means amounts contributed pursuant to Section 3.03.
|
| 1.17 |
“Company
Contribution Account” means the account credited with (i) Company Contributions,
|
| (ii) |
certain Transfers attributable to matching contributions or employer contributions and
|
|
(iii)
|
earnings on those contributions.
|
|
1.18
|
“Compensation”
means, with respect to the period prior to July 1, 2013, the basic cash remuneration and overtime pay paid to an Employee for services rendered to the Company, determined prior to any reduction pursuant to Section 3.01 or 3.16 or pursuant to
a cafeteria plan under Section 125 of the Code or an arrangement under Section 132(f) of the Code, and excluding bonuses, incentive pay, any amount earned on and after October 1, 1995 by the employee on a piece work basis and all other forms
of special pay. “Compensation” means, with respect to the period beginning on and after July 1, 2013, the basic cash remuneration, including amounts paid pursuant to any short term disability policy of the Company, and any bonus, incentive
pay and overtime pay paid to an Employee during a calendar year for services rendered to the Company, determined prior to any pre-tax contributions under a “qualified cash or deferred arrangement” (as defined under Section 401(k) of the Code
and its applicable regulations), or under a “cafeteria plan” (as defined under Section 125 of the Code and its applicable regulations), or any salary reduction made pursuant to an arrangement under Section 132(f) of the Code, or pursuant to
the provisions of another deferred compensation plan maintained by the Company, but excluding any amount earned by the Employee on a piece work basis, any amount contributed by the Company under this Plan or any other public or private
retirement pension or employee benefit plan, health, hospitalization, long-term disability, workers’ compensation, death, or retirement benefits whether obtained through insurance coverage or otherwise, any stock, options, or other rights
received under any Company incentive stock, stock option, or stock purchase plan, and all other forms of special pay.
|
|
1.19
|
“Contribution Percentage”
means, with respect to a specified group of Employees, the average of the ratios, calculated separately for each Employee in that group, of (a) the sum of the Employee Contributions and Company Contributions for that Plan Year (excluding any
Company Contributions forfeited under the provisions of Sections 3.01 and 3.09), to (b) his or her Statutory Compensation for that entire Plan Year; provided that, upon the direction of the Benefits Administration Board, Statutory
Compensation for a Plan Year shall only be counted if received during the period an Employee is, or is eligible to become, a Participant. The Contribution Percentage for each group and the ratio determined for each Employee in the group shall
be calculated to the nearest one one-hundredth of 1 percent.
|
|
1.20
|
“Deferred Account” means
the account credited with (i) Deferred Cash Contributions made on a Participant’s behalf, (ii) certain Transfers attributable to deferred cash contributions and
|
|
1.21
|
“Deferred Cash Contributions”
means amounts contributed pursuant to Section 3.01.
|
|
1.22
|
“Disability” means total
and permanent physical or mental disability, as evidenced by eligibility for and continued receipt of disability payments under the Company’s long-term disability program. Effective as of January 1, 2010, with respect to a Participant who
becomes disabled while in qualified military service (as defined in Section 414(u) of the Code) and while his or her reemployment rights are protected by the Uniformed Services Employment and Reemployment Rights Act of 1994 and any related
legislation or guidance, such Participant shall be deemed to have incurred a Disability for purposes of the Plan if he or she would be considered totally and permanently disabled under the Company’s long-term disability program even though he
or she otherwise may be ineligible for benefits thereunder due to the injury occurring while in the military service.
|
|
1.23
|
“Discretionary Profit-Sharing
Contribution” means amounts contributed pursuant to Section 3.05.
|
|
1.24
|
“Discretionary Profit-Sharing
Contribution Account” means, effective as of July 1, 2013, the separate account maintained for each eligible Participant, which is credited with Discretionary Profit-Sharing Contributions pursuant to Section 3.05 and earnings on
those contributions.
|
|
1.25
|
“Earnings” means the
amount of income to be returned with any excess deferrals, excess contributions or excess aggregate contributions under Section 3.01, 3.09, 3.010 or 3.11 for the Plan Year, including for Plan Years beginning prior to January 1, 2008 any “gap”
period, as determined in accordance with regulations prescribed by the Secretary of the Treasury under the provisions of Section 402(g), 401(k) and 401(m) of the Code.
|
|
1.26
|
“Effective Date” means
December 1, 1977 for the Plan. The effective date of this restatement is July 1, 2013.
|
|
1.27
|
“Employee” means any
person employed by the Company who receives stated compensation other than a pension, severance pay, retainer, or fee under contract; however, the term “Employee” excludes any Leased Employee, any person who is compensated solely on a piece
work basis, any
|
|
1.28
|
“Employee
Contributions” means amounts contributed pursuant to Section 3.02.
|
|
1.29
|
“Employee Contribution Account”
means the account credited with (i) Employee Contributions,
|
|
(ii)
|
certain Transfers attributable to after-tax contributions and (iii) earnings on those contributions.
|
|
1.31
|
“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time.
|
|
1.32
|
“Fund” or “Investment Fund” means the separate funds in which contributions to the Plan are invested in accordance with Article 4.
|
|
1.33
|
“Highly Compensated Employee”
means for each Plan Year, any employee of the Company or an Affiliated Company (whether or not eligible for membership in the Plan) who:
|
|
(a)
|
was a 5-percent owner (as defined in Section 416(i) of the Code) for such Plan Year or the prior Plan Year, or
|
|
(b)
|
for the preceding Plan Year received Statutory Compensation in excess of $80,000.
|
|
1.34
|
“Hour of Service” means
each hour for which the employee is paid or entitled to payment for the performance of duties for the Company or an Affiliated Company.
|
|
1.35
|
“Leased Employee” means any
person (other than a common law employee of the Company who, pursuant to an agreement between the Company and any other person (“leasing organization”), has
|
|
1.36
|
“NonHighly Compensated Employee”
means for any Plan Year an employee of the Company or an Affiliated Company who is not a Highly Compensated Employee for that Plan Year.
|
|
1.37
|
“Notice” means the
indication by the Employee of his or her wishes regarding a Plan transaction through the means written, electronic or telephonic, provided for the particular purpose by the Benefits Administration Board.
|
|
1.38
|
“Participant” means any
person included in the membership of the Plan as provided in Article 2.
|
|
1.39
|
“Plan”
means the John Wiley & Sons, Inc. Employees’ Savings Plan, as set forth in this document or as amended from time to time.
|
|
1.40
|
“Plan Asset Committee” means
the persons named by the Board of Directors for purposes of managing the assets of the Plan as provided in Article 10.
|
|
1.41
|
“Plan Year” means, on and
after January 1, 1991, the 12-month period beginning on any January 1.
|
|
1.42
|
“Pre-tax Contributions” means a Participant’s Deferred
Cash Contributions and Catch-up Contributions.
|
|
1.43
|
“Rollover Account” means
the account credited with (i) Rollover Contributions made by a Participant, (ii) certain Transfers attributable to rollover contributions and (iii) earnings on those contributions.
|
|
1.44
|
“Rollover
Contributions” means amounts contributed pursuant to Section 3.04.
|
|
1.45
|
“Severance Date” means
the earlier of (a) the date an employee quits, retires, is discharged or dies, or (b) the last day of an authorized leave of absence, or if later, the first anniversary of the date on which an employee is first absent from service, with or
without pay, for any reason such as vacation, sickness, disability, layoff or leave of absence.
|
|
1.46
|
“Spousal Consent” means
the written consent of a Participant’s spouse to the Participant’s designation of a specified Beneficiary. The spouse’s consent shall be witnessed by a notary public. The consent of the spouse shall also acknowledge the effect on him or her
of the Participant’s election. The requirement for spousal consent may be waived by the Benefits Administration Board if it believes there is no spouse, that the spouse cannot be located, that a legal separation has occurred, or because of
such other circumstances as may be established by applicable law.
|
|
1.47
|
“Spouse” means, prior to
September 16, 2013 the Participant’s spouse, as defined under federal law, including the Defense of Marriage Act. Effective on and after September 16, 2013 (or such other earlier date as may be prescribed by the Internal Revenue Service),
“Spouse” means any person who is the legal spouse of the Participant under applicable domestic or foreign law, regardless of the laws of the state in which they work or reside. For purposes of this Plan, a Participant shall be considered to
be “married” only if he is in a relationship with a Spouse which has not been terminated or declared null under applicable law.
|
|
1.48
|
“Statutory Compensation”
means the wages, salaries, and other amounts paid in respect of an employee for services actually rendered to a Company or an Affiliated Company, including by way of example, overtime, bonuses and commissions, but excluding deferred
compensation, stock options and other distributions which receive special tax benefits under the Code. For purposes of determining Highly Compensated Employees under Section 1.33 and key employees under Section 13.06(a)(iii), Statutory
Compensation shall include amounts contributed by the Company pursuant to a salary reduction agreement, which are not includible in the gross income of the employee under Sections 125, 132(f), 402(g)(3), 414(v) or 457(b) of the Code. For all
other purposes, Statutory Compensation shall also include the amounts referred to in the preceding sentence, unless the Benefits Administration Board directs otherwise for a particular Plan Year. Statutory Compensation for a Plan Year shall
not exceed the Annual Dollar Limit, provided that such Limit shall not be applied in determining Highly Compensated Employees under Section 1.33. For Plan Years beginning on or after July 1, 2007, “Statutory Compensation" shall also include:
|
|
(a)
|
salary continuation payments for military service as described in Treasury Regulation Section 1.415(c)-2(e)(4),
|
|
(b)
|
compensation paid after severance from employment as described in Treasury Regulation Section 1.415(c)-2(e)(3)(i), (ii) and (iii)(A),
|
|
(c)
|
foreign income as described in Treasury Regulation Section 1.415(c)-2(g)(5)(i), excluding amounts described in Treasury
Regulation Section 1.415(c)-2(g)(5)(ii).
|
|
1.49
|
“Termination
of Employment” means separation from service with the Company and all Affiliated Companies as determined by the Company for purposes of determining whether a Participant is eligible for a distribution pursuant to Article 9.
|
|
1.50
|
“Transfers” means the portion of the Basic Retirement
Contribution Account, Company Contribution Account, the Employee Contribution Account, the Deferred Account, the Catch-up Contribution Account, the Transfer ESOP Account, and the Rollover Account of any Participant that is attributable to
amounts transferred to the Plan on his or her behalf from the trust of a qualified profit sharing or other defined contribution plan pursuant to the provisions of Section 12.02.
|
|
1.51
|
“Transfer ESOP Account” means (i) the account credited
with certain Transfers attributable to employer contributions and (ii) the earnings on those contributions.
|
|
1.52
|
“Trustees” means the
trustees holding the funds of the Plan as provided in Article 11.
|
|
1.53
|
“Valuation
Date” means the date or dates in each calendar month on which any valuation is made, as determined under the procedure established by Benefits Administration Board pursuant to Section 5.04.
|
|
1.54
|
“Vested Portion” means
the portion of the Accounts in which the Participant has a nonforfeitable interest as provided in Article 6, or if applicable, Section 13.05.
|
|
1.55
|
“Year of Participation”
means any period totaling 12 months during which the Participant has an election pursuant to Section 3.01 or 3.02 in effect, and any period after the Employee is eligible to participate during which an election to contribute is not or would
not be effective because the Participant is (a) absent due to a parental leave described in Section 1.011, (b) on an unpaid leave of absence, (c) employed by an Affiliated Company not participating in the Plan, or (d) absent for any other
reason approved by the Benefits Administration Board.
|
|
1.56
|
“Years of Service”
means, except as otherwise provided in Appendix A, an employee’s period of employment with the Company or any Affiliated Company, whether or not as an Employee, beginning on the date he or she first completes an Hour of Service and ending on
his or her Severance Date, provided that:
|
|
(a)
|
if his or her employment terminates and he or she is reemployed within one year of the earlier of (i) his or her date of termination or (ii) the
first day of an absence from service immediately preceding his or her date of termination, the period between his or her Severance Date and his or her date of reemployment shall be included in his or her Years of Service;
|
|
(b)
|
if he or she is absent from the service of the Company or any Affiliated Company because of service in the uniformed services of the United States
and he or she returns to service with the Company or an Affiliated Company having applied to return while his or her reemployment rights were protected by law, the absence shall be included in his or her Years of Service;
|
|
(c)
|
if he or she is on a leave of absence approved by the Company, under rules uniformly applicable to all Employees similarly situated, the Company
may authorize the inclusion in his or her Years of Service of any portion of that period of leave which is not included in his or her Years of Service under (a) or (b) above; and
|
|
(d)
|
if his or her employment terminates and he or she is reemployed, his or her Years of Service after reemployment shall be aggregated with his or her
previous period or periods of Years of Service.
|
|
(a)
|
Effective as of July 1, 2013, a person who is a Participant on June 30, 2013 shall remain a Participant on July 1, 2013, subject to the provisions
of Section 2.05. .
|
|
(b)
|
(i) An Employee who has satisfied the eligibility requirements under Section 2.01 and who is not a Participant on June 30, 2013 shall become a
Participant on July 1, 2013, provided he or she is an Employee as of that date. Any other eligible Employee shall become a Participant on his or her Enrollment Date, provided he or she is an Employee on such date.
|
|
(c)
|
Effective as of July 1, 2013, an eligible Employee who becomes a Participant pursuant to paragraphs (a) and (b)(i) above may
make the following elections under the procedures the Benefits Administration Board shall prescribe:
|
|
(i)
|
He or she may designate a different percentage rate of Compensation he or she wishes to defer pursuant to Section 3.01 or contribute under Section
3.02 or both;
|
|
(ii)
|
He or she may make an investment election; and
|
|
(iii)
|
He or she may designate a Beneficiary.
|
|
(a)
|
A Participant may elect on his or her application filed under Section 2.02 to reduce his or her Compensation payable while an Employee by at least
2 percent and not more than 50 percent, in multiples of 1 percent, and have that amount contributed to the Plan by the Company as Deferred Cash Contributions. Deferred Cash Contributions shall be further limited as provided below and in
Sections 3.09, 3.11 and 3.12. Any Deferred Cash Contributions shall be paid to the Trustees as soon as practicable, but in no event later than the 15th day of the month following the month in which the amounts would otherwise have been
payable to the Participant in cash.
|
|
(b)
|
No Participant shall be permitted to have Pre-tax Contributions or similar contributions made under this Plan or any other qualified plan
maintained by the Company or an Affiliated Company during any calendar year, in excess of the dollar limitation contained in Section 402(g) of the Code in effect for such calendar year, except to the extent permitted under Section 3.16 of the
Plan and Section 414(v) of the Code, if applicable. If a Participant’s Pre-tax Contributions in a calendar year reach that dollar limitation, his or her election of Pre-tax Contributions for the remainder of the calendar year will be
canceled. Each Participant affected by this paragraph (b) may elect to change or suspend the rate at which he or she makes Employee Contributions in a manner to be determined by the
|
|
(c)
|
In the event that the sum of the Deferred Cash Contributions and similar contributions to any other qualified defined contribution plan maintained
by the Company or an Affiliated Company exceeds the dollar limitation in Section 3.01(b) for any calendar year, the Participant shall be deemed to have elected a return of Deferred Cash Contributions in excess of such limit (“excess
deferrals”) from this Plan. The excess deferrals, together with Earnings, shall be returned to the Participant no later than the April 15 following the end of the calendar year in which the excess deferrals were made. The amount of excess
deferrals to be returned for any calendar year shall be reduced by any Deferred Cash Contributions previously returned to the Participant under Section 3.07 for that calendar year.
|
|
(d)
|
In the event any Deferred Cash Contributions returned under this paragraph (c) were matched by Company Contributions under Section 3.03, those
Company Contributions, together with Earnings, shall be forfeited and used to reduce Company contributions. In the event those Company Contributions subject to forfeiture have been distributed to the Participant, the Company shall make
reasonable efforts to recover the contributions from the Participant. Notwithstanding the foregoing, in lieu of a return of the excess deferrals, a Participant may elect to have the Plan treat all or a portion of the excess deferrals as
Employee Contributions, subject to the limitations of Section 3.02. For this purpose, the excess deferrals, together with Earnings, shall be deemed distributed to the Participant and then recontributed to the Plan by the Participant as
Employee Contributions for the Plan Year in which the excess deferrals were made. Recharacterized excess deferrals, together
|
|
(e)
|
If a Participant makes tax-deferred contributions under another qualified defined contribution plan maintained by an employer
other than the Company or an Affiliated Company for any calendar year and those contributions when added to his or her Deferred Cash Contributions exceed the dollar limitation under Section 3.01(b) for that calendar year, the Participant may
allocate all or a portion of such excess deferrals to this Plan. In that event, such excess deferrals, together with Earnings, shall be returned to the Participant no later than the April 15 following the end of the calendar year in which
such excess deferrals were made. However, the Plan shall not be required to return excess deferrals unless the Participant notifies the Benefits Administration Board, in writing, by March 1 of that following calendar year of the amount of the
excess deferrals allocated to this Plan. The amount of any such excess deferrals to be returned for any calendar year shall be reduced by any Deferred Cash Contributions previously returned to the Participant under Section 3.07 for that
calendar year. In the event any Deferred Cash Contributions returned
|
|
(a)
|
With respect to Plan Years commencing prior to January 1, 2014, the Company shall contribute on behalf of a Participant who elects to make Deferred
Cash Contributions, Employee Contributions and/or Catch-up Contributions, an amount equal to (i) 100 percent of the first 2 percent of Compensation, plus (ii) 25 percent of the next 4 percent of Compensation so contributed to the Plan on
behalf of or by the Participant during each payroll period, in the following order of priority: (a) Deferred Cash Contributions, then (b) Employee Contributions, and then (c) Catch-up Contributions.
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(b)
|
Notwithstanding anything contained herein to the contrary, with respect to Plan Years beginning on and after January 1, 2014,
if as of the last day of the Plan Year the amount of Company Contributions allocated to a Participant’s Company Contribution Account for such Plan Year is less than 25 percent of the first 6 percent of Compensation contributed to the Plan by
or on behalf of the Participant as Deferred Cash Contributions, Employee Contributions and/or Catch-up Contributions for such Plan Year, the Company shall make an additional "true-up" Company Contribution on behalf of such Participant in an
amount equal to the difference. Such true-up Company Contribution shall be credited to the Participant’s Company Contribution Account as soon as practicable following the end of the Plan Year. The true-up Company Contribution described in the
preceding sentence shall also be made with respect to a Participant who terminates employment during the Plan Year and such true-up Company Contribution shall be made as soon as administratively practicable following the end of the calendar
year in which the Participant terminates employment or, if so determined by the Benefits Administration Board, the date the Participant terminates employment with the Company and all Affiliated Companies, if earlier.
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(c)
|
The Company Contributions are made expressly conditional on the Plan satisfying the provisions of Sections 3.01, 3.09, 3.10, 3.11 and 3.12, as
applicable. If any portion of the Deferred Cash Contribution, Employee Contribution and/or Catch-up Contribution to which the Company Contribution relates is returned to the Participant under Section 3.01, 3.09, 3.10, 3.11 and/or 3.12, the
corresponding Company Contribution shall be forfeited (except as otherwise provided under Section 3.01), and if any amount of the Company
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(a)
|
With respect to the Plan Year commencing January 1, 2013, the Company shall make a Basic Retirement Contribution on behalf of each Participant who
(i) is employed by the Company as an Employee on December 31, 2013, (ii) while employed by the Company as an Employee during the Plan Year ending December 31, 2013 (the “2013 Plan Year”),
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(1)
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dies or terminates employment due to Retirement (as defined below), (2) incurs a Disability, or (3) incurs an involuntary
Termination of Employment due to a corporate restructuring, as defined by the Benefits Administration Board, (all hereinafter referred to as an “eligible 2013 Participant”) in the amount as determined below.
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(i)
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If an eligible 2013 Participant who is not Disabled (as defined in this Section) was hired on or after July 1, 2012, and was
not a participant in the Employees’ Retirement Plan of John Wiley & Sons, Inc. (“Retirement Plan”) on June 30, 2013, his or her Basic Retirement Contribution for the 2013 Plan Year shall be equal to 3 percent of his or her Compensation
during the period January 1, 2013 through December 31, 2013.
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(ii)
|
If an eligible 2013 Participant who is not Disabled was a participant in the Retirement Plan on June 30, 2013, his or her Basic Retirement
Contribution for the 2013 Plan Year shall be equal to 3 percent of his or her Compensation during the period July 1, 2013 through December 31, 2013.
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(iii)
|
Notwithstanding the foregoing, with respect to a Participant who is a participant under the Retirement Plan as of June 30, 2013
and who either (1) was accruing Benefit Service credits under the provisions of Section 4.05(a) of the Retirement Plan on June 30, 2013 and who is Disabled on or prior to July 1, 2013, or (2) is an Employee on July 1, 2013 who t becomes
Disabled after July 1, 2013 and prior to January 1, 2014, the Company shall make Basic Retirement Contributions to the Plan on behalf of such Disabled Participant for the portion of the period July 1, 2013 through December 31, 2013 during
which he or she is Disabled. Such Basic Retirement Contribution shall be equal to 3 percent of the base rate of compensation such Participant would have received during that period had he or she been employed at the base rate of pay in effect
immediately prior to the date he or she ceased employment on account of becoming Disabled.
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(iv)
|
Notwithstanding the foregoing, with respect to a Participant who is not a participant under the Retirement Plan as of June 30, 2013 and who becomes
Disabled on or after January 1, 2013 and prior to January 1, 2014, the Company shall make Basic Retirement Contributions to the Plan on behalf of such Disabled Participant for the portion of the period January 1, 2013 through December 31,
2013 during which he or she is Disabled. Such Basic Retirement Contribution shall be equal to 3 percent of the base rate of compensation such Participant would have received during that period had he or she been employed at the base rate of
pay in effect immediately prior to the date he or she ceased employment on account of becoming Disabled.
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(b)
|
Effective for Plan Years beginning on or after January 1, 2014, the Company shall make a Basic Retirement Contribution on
behalf of a Participant who is (i) employed by the Company as an Employee, or (ii) is Disabled, (both hereinafter referred to an “eligible Participant”) in the amount as determined below:
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(i)
|
With respect to a Participant who is employed by the Company as an Employee, the Basic Retirement Contribution shall be equal to three percent of
such Participant’s Compensation for each payroll period.
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(ii)
|
With respect to a Participant who is Disabled the Company shall contribute Basic Retirement Contributions for such Participant during the period he
or she is considered Disabled. The Basic Retirement Contribution made on such Participant behalf during the period he or she remains Disabled shall be equal to three percent of such Participant’s base rate of compensation that he or she would
have received during that period had he or she been employed at the base rate of pay in effect immediately prior to the date he or she ceased employment on account of becoming Disabled.
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(c)
|
For purposes of this Section, the term “Disabled” shall have the meaning set forth in Section 22(e)(3) of the Code and shall
mean the inability of such Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or which has lasted or can be expected to last
for a continuous period of not less than 12 months. The permanence and degree of such impairment shall be supported by medical evidence.
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(a)
|
Effective as of July 1, 2013, the Company, in its sole and absolute discretion, may, with respect to Plan Years beginning on or after January 1,
2013, contribute Discretionary Profit-Sharing Contributions on behalf of each Participant who is an Employee as of the last day of such Plan Year or who, while employed as an Employee during that Plan Year
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(b)
|
The Discretionary Profit Sharing Contributions, if any, for a particular Plan Year shall be a specified percentage (as determined by the Board of
Directors) of an eligible Participant’s Compensation received while an Employee during such Plan Year (or with respect to the Plan Year ending December 31, 2013, the portion of such Plan Year during which the eligible Participant was eligible
for Basic Retirement Contributions under Section 3.04).
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(a)
|
With the permission of the Benefits Administration Board and without regard to any limitations on contributions set forth in this Article 3, the
Plan may receive from or on behalf of an Employee, whether or not he or she has met the eligibility requirements for participation, in cash, any amount (excluding amounts attributable to after-tax amounts) previously received (or deemed to be
received) by him or her from a qualified plan. The Plan may receive such amount either directly from the Employee, from an individual retirement account or from a qualified plan in the form of a direct rollover. Notwithstanding the foregoing,
effective as of January 1, 2002, with the permission of the Benefits Administration Board, the Plan may receive directly from or accept on behalf of an Employee, whether or not he or she has met the eligibility requirements for participation,
in cash, a direct rollover of an eligible rollover distribution, excluding after–tax contributions, from (i) an annuity contract described in Section 403(b) of the
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(b)
|
Notwithstanding the foregoing, the Plan shall not accept any amount unless such amount is eligible to be rolled over to a qualified trust in
accordance with applicable law and the Employee provides evidence satisfactory to the Benefits Administration Board that such amount qualifies for rollover treatment.
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(c)
|
Rollover Contributions may be received in either of the following ways:
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(i)
|
The Plan may accept such amount as a direct rollover of an eligible rollover distribution from an eligible retirement plan.
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(ii)
|
The Plan may accept such amount directly from the Employee provided such amount:
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(A)
|
was distributed to the Employee by an eligible retirement plan;
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(B)
|
is received by the Plan on or before the 60th day after the day it was received by the Employee;
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(C)
|
would otherwise be includible in gross income; and
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(D)
|
is not attributable to Roth contributions as described in Section 402A of the Code.
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(a)
|
A Participant may suspend his or her contributions under Section 3.02 and/or revoke his or her election under Sections 3.01 and 3.16 by giving such
advance Notice as the Benefits Administration Board shall prescribe. The suspension or revocation shall become effective as soon as administratively practicable following such Notice.
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(b)
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A Participant who has suspended his or her contributions under Section 3.02 may elect to resume such contributions by giving
such advance Notice as the Benefits Administration Board shall prescribe to resume such contributions in accordance with Section 3.02. Such contributions shall resume as soon as administratively practicable following such advance Notice. A
Participant who has revoked his or her election under Sections 3.01 and/or 3.16 may apply to the Benefits Administration Board to resume having his or her Compensation reduced in accordance with Sections 3.01 and/or 3.16 as soon as
administratively practicable following such Notice as the Benefits Administration Board shall prescribed. A Participant who is not permitted to make Deferred Cash Contributions and Employee Contributions pursuant to Section 7.03 or 7.05 may
apply to the Benefits Administration Board to have said contributions resume as soon as administratively practicable following such advance Notice as the Benefits Administration Board shall prescribe.
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(a)
|
The actual deferral ratio of the Highly Compensated Employee with the highest actual deferral ratio shall be reduced to the extent necessary to
meet the actual deferral percentage test or to cause such ratio to equal the actual deferral ratio of the Highly Compensated Employee with the next highest ratio. This process will be repeated until the actual deferral percentage test is
passed. Each ratio shall be rounded to the nearest one one-hundredth of 1 percent of the Participant’s Statutory Compensation. The amount of Deferred Cash Contributions made by each Highly Compensated Employee in excess of the amount
permitted under his or her revised deferral ratio shall be added together. This total dollar amount of excess contributions (“excess contributions”) shall then be allocated to some or all Highly Compensated Employees in accordance with the
provisions of paragraph (b) below.
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(b)
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The Deferred Cash Contributions of the Highly Compensated Employee with the highest dollar amount of Deferred Cash
Contributions shall be reduced by the lesser of (i) the amount required to cause that Employee’s Deferred Cash Contributions to equal the dollar amount of the Deferred Cash Contributions of the Highly Compensated Employee with the next
highest dollar amount of Deferred Cash Contributions, or (ii) an amount equal to the total excess contributions. This procedure is repeated until all excess contributions are allocated. The amount of excess contributions allocated to a Highly
Compensated Employee, together with Earnings thereon, shall be distributed to him or her in accordance with the provisions of paragraph (c).
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(c)
|
The excess contributions, together with Earnings thereon, allocated to a Participant shall be paid to the Participant before the close of the Plan
Year following the Plan Year in which the excess contributions were made, and to the extent practicable, within 2½ months of the close of the Plan Year in which the excess contributions were made. However, any excess contributions for any
Plan Year shall be reduced by any Deferred Cash Contributions previously returned to the Participant under Section 3.01 for that Plan Year. The Benefits Administration Board shall prescribe procedures for determining which portion of Deferred
Cash Contributions is matched by Company Contributions. In the event any Deferred Cash Contributions returned under this Section were matched by Company Contributions, such corresponding Company Contributions, with Earnings thereon, shall be
forfeited and used to reduce Company contributions.
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(d)
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In the event any Company Contributions subject to forfeiture under this Section have been distributed to the Participant, the Company shall make
reasonable efforts to recover the contributions from the Participant.
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(a)
|
The actual contribution ratio of the Highly Compensated Employee with the highest actual contribution ratio shall be reduced to the extent
necessary to meet the test or to cause such ratio to equal the actual contribution ratio of the Highly Compensated Employee with the
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(b)
|
The Employee Contributions and Company Contributions of the Highly Compensated Employee with the highest dollar amount of such contributions shall
be reduced by the lesser of (i) the amount required to cause that Employee’s Employee Contributions, and Company Contributions to equal the dollar amount of such contributions of the Highly Compensated Employee with the next highest dollar
amount of such contributions, or (ii) an amount equal to the total excess aggregate contributions. This procedure is repeated until all excess aggregate contributions are allocated. The amount of excess aggregate contributions allocated to
each Highly Compensated Employee, together with Earnings thereon, shall be distributed or forfeited in accordance with the provisions of paragraph (c) below.
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(c)
|
Excess aggregate contributions allocated to a Highly Compensated Employee under paragraph (b) above shall be distributed or forfeited as follows:
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|
(i)
|
unmatched Employee Contributions, to the extent of the excess aggregate contributions, together with Earnings, shall be paid to the Participant;
and then, if necessary,
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(ii)
|
so much of the matched Employee Contributions and corresponding Company Contributions, together with Earnings, as shall be
necessary shall be reduced, with the Employee Contributions, together with Earnings, being paid to the Participant and the Company Contributions, together with Earnings, being forfeited and applied to reduce Company Contributions, then, if
necessary
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(iii)
|
so much of the Company Contributions, together with Earnings, as shall be necessary to equal the balance of the excess aggregate contributions
shall be reduced, with the vested Company Contributions, together with applicable Earnings, being paid to the Participant and the Company Contributions which are forfeitable under the Plan, together with applicable Earnings, being forfeited
and applied to reduce Company contributions.
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(iv)
|
The Benefits Administration Board shall prescribe procedures for determining which portion of Employee Contributions is matched by Company
Contributions.
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(d)
|
Any repayment or forfeiture of excess aggregate contributions shall be made before the close of the Plan Year following the Plan Year for which the
excess aggregate contributions were made, and to the extent practicable, any repayment or forfeiture shall be made within 2½ months of the close of the Plan Year in which the excess aggregate contributions were made. In the event any Company
Contributions subject to forfeiture have been distributed to the Participant, the Company shall make reasonable efforts to recover the contributions from the Participant.
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(a)
|
If any Highly Compensated Employee is a member of another qualified plan of the Company or an Affiliated Company, including, effective as of
January 1, 2006, an employee stock ownership plan described in Section 4975(e)(7) of the Code but
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(b)
|
In the event that this Plan is aggregated with one or more other plans to satisfy the requirements of Sections 401(a)(4) and 410(b) of the Code
(other than for purposes of the average benefit percentage test) or if one or more other plans is aggregated with this Plan to satisfy the requirements of such sections of the Code, then the provisions of Sections 3.08, and 3.10 shall be
applied by determining the Actual Deferral Percentage and Contribution Percentage of employees as if all such plans were a single plan. If this Plan is permissively aggregated with any other plan or plans for purposes of satisfying the
provisions of Section 401(k)(3) of the Code, the aggregated plans must also satisfy the provisions of Sections 401(a)(4) and 410(b) of the Code as though they were a single plan. Plans may be aggregated under this paragraph (b) only if they
have the same plan year.
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(c)
|
The Company may elect to use Deferred Cash Contributions to satisfy the tests described in Section 3.10, provided that the test described in
Section 3.09 is met prior to such election, and continues to be met following the Company’s election to shift the application of those Deferred Cash Contributions from Section 3.09 to Section 3.10 and provided further that the tests described
in Section 3.09 and 3.10 are both performed on either a prior year testing method or a current year testing method.
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(d)
|
The Company may authorize that special “qualified nonelective contributions” shall be made for a Plan Year, which shall be
allocated in such amounts and to such Participants, who are not Highly Compensated Employees, as the Benefits Administration Board shall determine provided such allocation procedure complies with the applicable provisions of Treasury
Regulation Section 1.401(k)-2(a)(6). The Benefits Administration Board shall establish such separate accounts as may be necessary. Qualified nonelective contributions shall be 100 percent nonforfeitable when made. Qualified nonelective
contributions made before the last day of the Plan Year ending before July 1, 1989 and earnings credited thereon as of that date may only be withdrawn by a Participant while in service under the provisions of Section 7.04 or 7.05. Any
qualified nonelective contributions made on or after the last day of the Plan Year ending before July 1, 1989 and any earnings credited on any qualified nonelective contributions after such date shall only be available for withdrawal under
the provisions of Section 7.04. Qualified nonelective contributions made for the Plan Year may be used to satisfy the tests described in Sections 3.09and 3.10, where necessary.
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(e)
|
If the Company elects to apply the provisions of Section 410(b)(4)(B) to satisfy the requirements of Section 401(k)(3)(A)(i) of the Code, the
Company may apply the provisions of Sections 3.09and 3.10 by excluding from consideration all eligible employees (other than Highly Compensated Employees) who have not met the minimum age and service requirements of Section 410(a)(1)(A) of
the Code.
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(a)
|
The annual addition to a Participant’s Accounts for any Plan Year beginning prior to January 1, 2002, which shall be considered the “limitation
year” for purposes of Section 415 of the Code, when added to the Participant’s annual addition for that Plan Year under any other qualified defined contribution plan of the Company or an Affiliated Company, shall not exceed an amount which is
equal to the lesser of (i) 25 percent of his or her aggregate remuneration for that Plan Year or (ii) $30,000, as adjusted pursuant to Section 415(d) of the Code. With respect to Plan Years (which shall be considered the “limitation year”)
beginning after December 31, 2001 and except to the extent permitted under Section 3.16 of the Plan and Section 414(v) of the Code, if applicable, the annual addition that may be contributed or allocated to a Participant’s account under the
Plan or any other qualified defined contribution plan of the Company or an Affiliated Company, for any limitation year shall not exceed the lesser of:
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(i)
|
$40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code, or
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|
(ii)
|
100 percent of the Participant’s remuneration for the limitation year.
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(b)
|
For purposes of this Section, the “annual addition” to a Participant’s Accounts under this Plan or any other qualified defined contribution plan
(including a deemed qualified defined contribution plan under a qualified defined benefit plan) maintained by the Company or an Affiliated Company shall be the sum of:
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(i)
|
the total contributions, including Deferred Cash Contributions, made on the Participant’s behalf by the Company and all Affiliated Companies,
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(ii)
|
all Participant contributions, exclusive of any Rollover Contributions and Catch-
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|
(iii)
|
forfeitures, if applicable, that have been allocated to the Participant’s Accounts under this Plan or his or her accounts under any other such
qualified defined contribution plan, and
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(iv)
|
solely for purposes of clause (i) of paragraph (a) above, amounts described in Sections 415(1)(1) and 419A(d)(2) allocated to the Participant.
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(c)
|
For purposes of this Section, the term “remuneration” with respect to any Participant shall mean the wages, salaries and other amounts paid in
respect of such Participant by the Company or an Affiliated Company for personal services actually rendered, and shall include amounts contributed by the Company pursuant to a salary reduction agreement which are not includible in the gross
income of the employee under Section 125, 132(f), 402(g)(3), 414(v) or 457(b) of the Code, but shall exclude deferred compensation, stock options and other distributions which receive special tax benefits under the Code.
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|
(i)
|
salary continuation payments for military service as described in Treasury Regulation Section 1.415(c)-2(e)(4),
|
|
(ii)
|
compensation paid after severance from employment as described in Treasury Regulation Section 1.415(c)-2(e)(3)(i), (ii) and (iii)(A),
|
|
(iii)
|
foreign income as described in Treasury Regulation Section 1.415(c)-2(g)(5)(i), excluding amounts described in Treasury Regulation Section
1.415(c)-2(g)(5)(ii).
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(d)
|
With respect to Plan Years beginning prior to July 1, 2007, if the annual addition to a Participant’s Accounts for any Plan Year, prior to the
application of the limitation set forth in paragraph (a) above, exceeds that limitation due to a reasonable error in estimating a Participant’s annual compensation or in determining the amount of Deferred Cash Contributions that may be made
with respect to a Participant under Section 415 of the Code, or as the result of the allocation of forfeitures, the amount of contributions credited to the Participant’s Accounts in that Plan Year shall be adjusted to the extent necessary to
satisfy that limitation in accordance with the following order of priority:
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|
(i)
|
The Participant’s unmatched Employee Contributions under Section 3.02 shall be reduced to the extent necessary. The amount of
the reduction shall be returned to the Participant, together with any earnings on the contributions to be returned.
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(ii)
|
The Participant’s unmatched Pre-tax Contributions shall be reduced to the extent necessary. The amount of the reduction shall be returned to the
Participant together with any earnings on the contributions to be returned.
|
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(iii)
|
The Participant’s matched Pre-tax Contributions and corresponding Company Contributions shall be reduced to the extent necessary. The amount of the
reduction attributable to the Participant’s matched Employee Contributions shall be returned to the Participant, together with any earnings on those contributions to be returned, and the amount attributable to the Company Contributions shall
be forfeited and used to reduce subsequent contributions payable by the Company.
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(iv)
|
The Participant’s matched Deferred Cash Contributions and corresponding Matching Contributions shall be reduced to the extent necessary. The amount
of the reduction attributable to the Participant’s matched Deferred Cash Contributions shall be returned to the Participant, together with any earnings on those contributions to be returned, and the amount attributable to the Matching
Contributions shall be forfeited and used to reduce subsequent contributions payable by the Company.
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(a)
|
If all or part of the Company’s deductions for contributions to the Plan are disallowed by the Internal Revenue Service, the portion of the
contributions to which that disallowance applies shall be returned to the Company without interest but reduced by any investment loss attributable to those contributions, provided that the contribution is returned within one year after the
disallowance of deduction. For this purpose, all contributions made by the Company are expressly declared to be conditioned upon their deductibility under Section 404 of the Code.
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(b)
|
The Company may recover without interest the amount of its contributions to the Plan made on account of a mistake of fact, reduced by any
investment loss attributable to those contributions, if recovery is made within one year after the date of those contributions.
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(c)
|
In the event that Pre-tax Contributions made under Section 3.01 or 3.16 are returned to the Company in accordance with the provisions of this
Section, the elections to reduce Compensation, which were made by Participants on whose behalf those contributions were made, shall be void retroactively to the beginning of the period for which those contributions were made. The Pre-tax
Contributions so returned shall be distributed in cash to those Participants for whom those contributions were made, provided, however, that if the contributions are returned under the provisions of paragraph (a) above, the amount of Pre-tax
Contributions to be distributed to Participants shall be adjusted to reflect any investment gains or losses attributable to those contributions.
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(a)
|
Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service
will be provided in accordance with Section 414(u) of the Code.
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|
(b)
|
Without regard to any limitations on contributions set forth in this Article 3, with respect to a Participant who is reemployed and is credited
with Years of Service under the provisions of Section 1.56(b) because of a period of service in the uniformed services of the United States, contributions shall be made in accordance with this Section. For purposes of determining the amount
of contributions under this Section, an eligible Participant's Compensation for the period of absence shall be deemed to be the rate of Compensation he or she would have received had he or she remained employed as an Employee for that period
or, if such rate is not reasonably ascertainable, on the basis of the Participant 's rate of Compensation during the 12-month period immediately preceding such period of absence (or if shorter, the Participant 's period of employment
immediately preceding such period). Earnings (or losses) on contributions under this Section shall be credited in accordance with the provisions of Article 4, commencing with the dates the contributions are made to the Trust.
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(i)
|
Such Participant may elect to contribute to the Plan the Pre-tax Contributions and/or Employee Contributions that could have
been contributed to the Plan in accordance with the provisions of the Plan had he or she remained continuously employed by the Company throughout such period of absence (“make-up contributions”). For purposes of determining the amount of
make-up contributions a Participant may make, his or her Compensation for the period of absence shall be deemed to be the rate of Compensation he would have received had he or she remained employed as an Employee of that period, or if such
rate is not reasonably ascertainable, on the basis of the Participant’s rate of Compensation during the 12- month period immediately preceding such period of absence (or if shorter, the period of employment immediately preceding such period).
Any Pre-tax Contributions and/or Employee Contributions so determined shall be limited as provided in Sections 3.01, 3.02, 3.09, 3.10, 3.11 and 3.16 with respect to the Plan Year or Years to which such contributions relate rather than the
Plan Year in which payment is made. Any payment to the Plan described in this paragraph shall be made during the applicable repayment period. The make-up contributions may be made over a period not to exceed three times the period of military
leave or five years, if less, but in no event later than the Participant’s termination of employment (unless he or she is subsequently rehired). The make-up period shall start on the later of: (i) the Participant’s date of reemployment, or
(ii) the date the Company notifies the Employee of his or her rights under this Section. Earnings (or losses) on make-up contributions shall be credited commencing with the date the make-up contribution is made in accordance with the
provisions of Article 4.
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|
(ii)
|
With respect to a Participant who makes the election described in subparagraph (i) above, the Company shall make Company Contributions on the
make-up
|
|
(iii)
|
The Company shall make any Basic Retirement Contributions or Discretionary Profit Sharing Contributions on behalf of such
Participant that would have been contributed to the Plan on his or her behalf in accordance with Sections 3.04 and
|
|
(c)
|
With respect to a Participant who dies while performing qualified military service (as defined in Section 414(u) of the Code,
the Company shall make the Non-Matching Contributions and Matching Contributions on such Participant's behalf that would have been made had the Participant remained employed to the date of his death. Matching Contributions made under this
paragraph shall be determined based on the average actual Deferred Cash, Catch- up or Employee Contributions the Participant made for the 12- month period of employment immediately preceding the Participant 's qualified military service (or.
if shorter, the Participant's period of employment as an Employee of the Company immediately preceding such qualified military service).
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|
(d)
|
Notwithstanding any other provisions of this Section, the maximum amount of make-up contributions made by or on behalf of a Participant shall be
reduced by the actual amount of Non-Matching Contributions, Deferred Cash Contributions (including Catch-Up Contributions), Employee Contributions, Basic Retirement Contribution, Discretionary Profit Sharing Contribution and/or Company
Contributions, as applicable, made by or on behalf of the Participant during his or her period of qualified military service.
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|
(e)
|
All contributions under this Section are considered “annual additions,” as defined in Section 415(c)(2) of the Code, and shall be limited in
accordance with the provisions of Section 3.12 with respect to the Plan Year or Years to which such contributions relate rather than the Plan Year in which payment is made.
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|
(a)
|
A Participant's Catch-Up Contributions shall not be taken into account for purposes of applying the limitations under Sections 402(g) and 415 of
the Code and Participants’ Catch-Up Contributions shall not be taken into account in applying the Actual Deferral Percentage test under Section 3.09.
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|
(b)
|
The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11),
401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of making such Catch-Up Contributions.
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|
(c)
|
The determination of whether a Deferred Cash Contribution under this Section constitutes a Catch-Up Contributions shall be made in accordance with
Section 414(v) of the Code and the regulations issued thereunder on the last day of the Plan Year (or in the case of Section 415 of the Code, the Limitation Year, except that, with respect to Deferred Cash Contributions in excess of an
applicable limit that is tested on the basis of taxable year or calendar year (e.g., the limit under Section 401(a)(30) of the Code) the determination of whether such Deferred Cash Contributions are treated as Catch-Up Contributions is made
at the time they are deferred”. Pre-tax Contributions that are intended to be Catch-Up Contributions for a taxable year but do not qualify as Catch-Up Contributions for such year shall be treated for all purposes under the Plan as Deferred
Cash Contributions made under Section 3.01.
|
|
(d)
|
In the event that the sum of a Participant's Catch-Up Contributions and similar contributions to any other qualified defined contribution plan
and/or Code Section 403(b) plan maintained by the Company or an Affiliated Company exceeds the dollar limit on catch-up contributions under Section 414(v) of the Code for any calendar year as in effect for such calendar year, the Participant
shall be deemed to have elected a return
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|
(e)
|
If a Participant makes catch-up contributions under a qualified defined contribution plan and/or Code Section 403(b) plan maintained by an employer
other than the Company or an Affiliated Company for any calendar year and those contributions when added to his or her Catch-Up Contributions exceed the dollar limit on catch-up contributions under Section 414(v) of the Code for that calendar
year, the Participant may allocate all or a portion of such "excess catch-up contributions" to this Plan. In the event such Participant notifies the Benefits Administration Board of the "excess catch-up contributions" in the same manner as is
required for allocated "excess deferrals" under Section 3.01(d), such "excess catch-up contributions" shall be distributed in the same manner as "excess deferrals" under Section 3.01(d).
|
|
(f)
|
A Participant's Catch-Up Contributions shall be subject to the same withdrawal and distribution restrictions as Deferred Cash Contributions made
under Section 3.01.
|
|
(a)
|
Contributions to the Plan shall be invested by the Trustee as directed by the Participant in accordance with the provisions of this Article 4 (or
beneficiary in the event of the death of a Participant) in one or more of the following Investment Funds:
|
|
(i)
|
the Company Stock Fund or
|
|
(ii)
|
one or more other Investment Funds, as authorized by the Plan Asset Committee (prior to March 11, 1999, the Benefits Administration Board) which
from time to time may include such equity funds, international equity funds, fixed income funds, money market funds, life-cycle fund, target date fund and other funds as the Plan Asset Committee elects to offer.
|
|
(b)
|
In any Investment Fund, the Trustees may keep such amounts of cash as it, in its sole discretion, shall deem necessary or
advisable as part of the Funds, all within the limitations specified in the trust agreement.
|
|
(c)
|
Dividends, interest, and other distributions received on the assets held by the Trustees in respect to each of the above Funds shall be reinvested
in the respective Fund.
|
|
(d)
|
For the purpose of determining the value of the John Wiley & Sons, Inc. common stock held in the Company Stock Fund, such stock shall be valued
as of the closing quoted selling price of such stock on the New York Stock Exchange composite tape on the business day such stock is delivered to the Trustee unless otherwise prescribed by the Plan Asset Committee.
|
|
(a)
|
100 percent in one of the available Investment Funds other than the Company Stock Fund; or
|
|
(b)
|
in more than one Investment Fund allocated in multiples of 1 percent; provided, however, that amounts invested in the Company Stock Fund shall not
exceed 25%.
|
|
4.06
|
Limitations
Imposed by Contract, Prospectus or Other Documents of Similar Import Notwithstanding anything in this Article to the contrary, any amounts invested in a fund of guaranteed investment contracts or an investment fund covered by a
prospectus or other document of similar import or effect shall be subject to any and all terms of such contracts, prospectus or other documents of similar import or effect, including any limitations therein placed on the exercise of any
rights otherwise granted to a Participant under any other provisions of this Plan with respect to such amounts..
|
|
6.01
|
Employee Contribution Account, Deferred Account, Transfer ESOP Account, Catch-up
Contribution Account and Rollover Account
|
|
(a)
|
A Participant shall be vested in, and have a nonforfeitable right to, his or her Company Contribution Account in accordance with the following
schedule:
|
|
less than 1 year
|
0%
|
|
1 but less than 2 years
|
34
|
|
2 but less than 3 years
|
67
|
|
3 or more years
|
100
|
|
less than 1 year
|
0%
|
|
1 but less than 2 years
|
34
|
|
2 but less than 3 years
|
67
|
|
3 or more years
|
100 |
|
(b)
|
Notwithstanding the foregoing, a Participant shall be 100 percent vested in, and have a nonforfeitable right to, his or her
Accounts if while employed by the Company or an Affiliated Company a Participant dies, incurs a Disability or attains age 65.
|
|
(c)
|
Notwithstanding the foregoing, a Participant who dies or (effective as of January 1, 2010, incurs a Disability) while in qualified military service
(as defined in Section 414(u) of the Code) and while his or her reemployment rights are protected by the Uniformed Services Employment and Reemployment Rights Act of 1994 and any related legislation or guidance, he or she shall be considered
to have died or incurred such Disability while employed by the Company or an Affiliated Company and he or she shall be 100 percent vested in his Company Contribution Account as of the date of his or her death or Disability.
|
|
(d)
|
Notwithstanding any Plan provision to the contrary, a Participant who completes at least one Hour of Service on or after
January 1, 2014 shall be 100 percent vested in, and have a nonforfeitable right to, his or her Company Contribution Account.
|
|
(a)
|
Upon termination of employment of a Participant who was not fully vested in his or her Company Contribution Account, the
non-vested portion of his or her Company Contribution Account shall not be forfeited until the Participant has a period of Break in Service of five years or receives a distribution of the Vested Portion of his or her Accounts, if earlier. If
the former Participant is not reemployed by the Company or an Affiliated Company before he or she has a period of Break in Service of five years or receives such a distribution, the non-vested portion of his or her Company Contribution
Account shall be forfeited. Any amounts forfeited pursuant to this paragraph (a) (or any other provision of the Plan) shall be applied, in the discretion of the Benefits Administration Board, to any one or more of the following: (1) to
restore (unadjusted by any gains or losses) amounts previously forfeited which are being restored in accordance with paragraph (b); (2) to pay for those administrative expenses which are properly payable under the Plan; or (3) to reduce
Company Contributions. If the amount of the Vested Portion of a Participant’s Company Contribution Account at the time of his or her termination of employment is zero and the Participant had not at any time made Deferred Cash Contributions to
the Plan, the Participant shall be deemed to have received a distribution of such zero vested benefit.
|
|
(b)
|
If an amount of a Participant’s Company Contribution Account has been forfeited in accordance with paragraph (a) above, that amount shall be
subsequently restored to the Participant’s Company Contribution Account provided (i) he or she is reemployed by the
|
|
(c)
|
In the event that any amounts to be restored by the Company to a Participant’s Company Contribution Account have been forfeited under paragraph (a)
above, those amounts shall be taken first from any forfeitures which have not as yet been applied against Company contributions and if any amounts remain to be restored, the Company shall make a special Company contribution equal to those
amounts.
|
|
(a)
|
A Participant may, subject to Section 7.06, elect to withdraw all or part of the Employee Contributions in his or her Employee Contribution Account
made before January 1, 1987, not to exceed his or her non-taxable basis, excluding earnings thereon.
|
|
(b)
|
A Participant who has withdrawn the amounts described in paragraph (a) above may, subject to Section 7.06, elect to withdraw all or part of his or
her Employee Contribution Account attributable to Employee Contributions made on or after January 1, 1987, with earnings thereon. Notwithstanding the preceding sentence, a Participant who has not been a Participant for at least five years as
of the date of the withdrawal may not withdraw his or her matched Employee Contributions, if any, made within the 24-month period preceding the date of withdrawal.
|
|
(c)
|
A Participant who has withdrawn the amounts described in paragraphs (a) and (b) above may, subject to Section 7.06, elects to withdraw the
remaining amounts in his or her Employee Contribution Account attributable to Employee Contributions made before January 1, 1987.
|
|
(d)
|
Any such withdrawal under the preceding paragraphs of this Section 7.01 shall be made no more than twice in any calendar year.
|
|
(a)
|
Except as otherwise provided in Appendix A, a Participant who has withdrawn the total amount available for withdrawal under Sections 7.01 and 7.02
and who is vested in his or her Company Contribution Account may, subject to Section 7.06, elect to withdraw once during any calendar year up to 50 percent of the Vested Portion of his or her Company Contribution Account attributable to
Company contributions which have been credited to his or her Company Contribution Account for at least 24 months.
|
|
(b)
|
A Participant who makes any withdrawal from his or her Company Contribution Account shall be prohibited from making further
contributions to his or her Deferred Account, Catch-up Contribution Account or Employee Contribution Account for a period of six calendar months commencing with the month following the month in which his or her request for withdrawal is
received by the Benefits Administration Board, or if later, following the end of any suspension period pursuant to this Section 7.03. Upon the expiration of the six-month period, a Participant can re-elect, in accordance with Sections 3.01,
3.02 and 3.16 of the Plan, to make contributions to his or her Deferred Account, Catch-up Contribution Account or Employee Contribution Account.
|
|
(a)
|
A Participant who shall have attained age 59½ as of the effective date of any withdrawal pursuant to this Section may, (prior to January 1, 2002,
no more than once in any calendar year) and subject to Section 7.06, elect to withdraw in the following order all or part of (a)
|
|
7.05
|
Hardship Withdrawal
|
|
(a)
|
Except as otherwise provided in Appendix A, a Participant who has not yet attained age 59½ may, no more than once in any calendar year and subject
to Section 7.06, elect to withdraw in the following order all or part of (i) the Employee Contributions in his or her Employee Contribution Account made before January 1, 1987, not to exceed his or her non-taxable basis, (ii) the portion of
his or her Employee Contribution Account attributable to Employee Contributions made on or after January 1, 1987, with earnings thereon, (iii) the remainder of his or her Employee Contribution Account, (iv) his or her Rollover Account, (v)
the Vested Portion of his or her Company Contribution Account, (vi) his or her Transfer ESOP Account, and then (vii) his or her Pre-tax Contributions and any earnings credited to his or her Deferred Account prior to the last day of the Plan
Year ending before July 1, 1989, provided that he or she furnishes proof of “Hardship” satisfactory to the Benefits Administration Board in accordance with the provisions of paragraphs (b) and (c) below.
|
|
(b)
|
As a condition for Hardship there must exist with respect to the Participant an immediate and heavy financial need to draw upon
his or her Accounts.
|
|
(i)
|
The Benefits Administration Board shall presume the existence of such immediate and heavy financial need if the requested withdrawal is on account
of any of the following:
|
|
(A)
|
expenses for (or necessary to obtain) medical care that would be deductible under Section 213(d) of the Code (determined without regard to whether
the expenses exceed 7.5 percent of adjusted gross income);
|
|
(B)
|
costs directly related to the purchase of a principal residence of the Participant (excluding mortgage payments);
|
|
(C)
|
payment of tuition and related educational fees, and room and board expenses, for the next 12 months of post-secondary education of the
Participant, his or her spouse, children or dependents (as defined in Section 152 of the Code and determined without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code);
|
|
(D)
|
effective as of January 1, 2006, payment of amounts necessary to prevent eviction of the Participant from his or her principal residence or to
avoid foreclosure on the mortgage of his or her principal residence;
|
|
(E)
|
effective as of January 1, 2006, payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as
defined in Section 152 of the Code and without regard to Section 152(d)(1)(B) of the Code);
|
|
(F)
|
effective as of January 1, 2006, expenses for the repair of damages to the Participant’s principal residence that would qualify for the casualty
deduction under Section 165 of the Code (determined without regard to
|
|
(G)
|
the inability of the Participant to meet such other expenses, debts, or other obligations recognized by the Internal Revenue Service as giving rise
to an immediate and heavy financial need for purposes of Section 401(k) of the Code.
|
|
(ii)
|
Notwithstanding the foregoing, if a Participant requests a Hardship withdrawal from only his or her Employee Contribution Account, the Benefits
Administration Board may determine, but is not required to determine, the existence of immediate and heavy financial need in situations other than those described in (A) through
|
|
(A)
|
the payment of uninsured expenses relating to the Participant’s principal residence (preservation or renovation);
|
|
(B)
|
satisfaction of tax liens or defaulted loans;
|
|
(C)
|
payment of unpaid child support or alimony/maintenance obligations;
|
|
(D)
|
payment of expenses relating to adoption or placement of a relative in an extended care facility;
|
|
(E)
|
payment of reasonable funeral expenses for a family member not described in clause (b)(i)(E) above;
|
|
(F)
|
payment of legal fees for defense of civil or criminal action for the Participant, his spouse, or dependents (as defined in Section 152 of the
Code); or
|
|
(G)
|
any other reason which the Benefits Administration Board may deem appropriate, with reference to all the relevant facts and circumstances and in
accordance with applicable tax laws under Section 401(k) of the Code and its applicable regulations.
|
|
(c)
|
As a condition for a Hardship withdrawal, the Participant must demonstrate that the requested withdrawal is necessary to satisfy the financial need
described in paragraph (b) as follows:
|
|
(i)
|
If a withdrawal will not be made from a Participant’s Deferred Account or Catch- up Contribution Account, the Participant shall certify to the
Benefits
|
|
(ii)
|
If the withdrawal will be made from a Participant’s Deferred Account or Catch-up Contribution Account, the Participant who requests a hardship
withdrawal to satisfy a financial need described in (b)(i) above must comply with (A) or (B) as follows:
|
|
(A)
|
The Participant must certify to the Benefits Administration Board, on such form as the Benefits Administration Board may prescribe, that the
financial need cannot be fully relieved (1) through reimbursement or compensation by insurance or otherwise, (2) by reasonable liquidation of the Participant’s assets, (3) by cessation of Deferred Cash Contributions, Employee Contributions
and Catch-up Contributions, or (4) by other distributions or nontaxable (at the time of the loan) loans from the Plan or other plans of the Company or Affiliated Companies or by borrowing from commercial sources at a reasonable rate in an
amount sufficient to satisfy the need. The actions listed are required to be taken to the extent necessary to relieve the hardship but any action, which would have the effect of increasing the hardship, need not be taken. For purposes of this
clause (A), there shall be attributed to the Participant those assets of the Participant’s spouse and minor children, which are reasonably available to
|
|
(B)
|
The Participant must request, on such form as the Benefits Administration Board shall prescribe, that the Benefits Administration Board make its
determination of the necessity for the withdrawal solely on the basis of his or her application. In that event, the Benefits Administration Board shall make such determination, provided all of the following requirements are met: (1) the
Participant has obtained all distributions, other than distributions available only on account of hardship, and all nontaxable loans currently available under all plans of the Company and Affiliated Companies, (2) the Participant is
prohibited from making Deferred Cash Contributions, Catch-up Contributions and Employee Contributions to the Plan and all other plans of the Company and Affiliated Companies under the terms of such plans or by means of an otherwise legally
enforceable agreement for at least 12 months after receipt of the distribution, and (3) the limitation described in Section 3.01(b) under all plans of the Company and Affiliated Companies for the calendar year following the year in which the
withdrawal is made must be reduced by the Participant’s elective deferrals made in the calendar year of the distribution for
|
|
(a)
|
A Participant who is an employee of the Company or an Affiliated Company may borrow, on written application to the Benefits Administration Board
and on approval by the Benefits Administration Board under such uniform rules as it shall adopt, an amount not in excess of the maximum loan amount determined in accordance with paragraph (b) below. Notwithstanding the foregoing, effective on
and after January 1, 2005, the Benefits Administration Board may, in its sole discretion, deny a loan to a Participant who is a director or executive officer (or the equivalent thereof) of the Company or an Affiliated Company based on a
reasonable concern regarding the legality of the loan under Section 13(k) of the Securities Exchange Act of 1934.
|
|
(b)
|
A Participant may borrow up to 100 percent of his or her Catch-up Contribution Account, Company Contribution Account, Company Matching Account, the
Deferred Account, the Employee Contribution Account, the Transfer ESOP Account and the Rollover Account. Notwithstanding the foregoing a Participant may borrow no more than an amount, which, when added to the outstanding balance of any other
loans to the Participant from this Plan or any other qualified plan of the Company or Affiliated Company, including the amount of any unpaid deemed loan distribution and accrued interest, does not exceed the lesser of
|
|
(i)
|
50 percent of the Vested Portion of his or her Catch-up Contribution Account, Company Contribution Account, Company Matching Account, the Deferred
Account, the Employee Contribution Account, the Transfer ESOP Account and the Rollover Account, or
|
|
(ii)
|
$50,000 reduced by the excess, if any, of (A) the highest outstanding balance of loans to the Participant from such plans during the one year
period ending on the day before the day the loan is made, over (B) the outstanding balance of loans to the Participant from such plans on the date on which the loan is made.
|
|
(c)
|
Loans from the Plan shall be repaid with interest and the interest rate to be charged shall be determined at the time of the
loan application and shall be determined by the Benefits Administration Board based on the interest rates charged by a person in the business of lending money for loans of similar purpose and duration. The interest rate so determined for
purposes of the Plan shall be fixed for the duration of each loan.
|
|
(d)
|
The amount of the loan is to be transferred from the Investment Funds in which the Participant’s Accounts are invested to a special “Loan Fund” for
the Participant under the Plan. The Loan Fund consists solely of the amount transferred to the Loan Fund and is invested solely in the loan made to the Participant. The amount transferred to the Loan Fund shall be pledged as security for the
loan. Payments of principal on the loan will reduce the amount held in the Participant’s Loan Fund. Those payments, together with the attendant interest payment, will be reinvested in the Investment Funds in accordance with the Participant’s
then effective investment election.
|
|
(e)
|
Discretionary Profit-Sharing Contributions, Basic Retirement Contributions and their related earnings shall not be available for a loan under any
circumstances.
|
|
(a)
|
In addition to such rules and regulations as the Benefits Administration Board may adopt, all loans shall comply with the following terms and
conditions:
|
|
(i)
|
An application for a loan by a Participant shall be made in writing to the Benefits Administration Board, whose action in approving or disapproving
the application
|
|
(ii)
|
Each loan shall be evidenced by a promissory note payable to the Plan;
|
|
(iii)
|
The period of repayment for any loan shall be arrived at by mutual agreement between the Benefits Administration Board and the
Participant, but that period shall not exceed five years unless the loan is to be used in conjunction with the purchase of the principal residence of the Participant;
|
|
(iv)
|
If a Participant with an outstanding loan takes an authorized leave of absence without pay or reduced pay that is less than the required loan
payments, for reasons other than to enter the uniformed services of the United States, loan payments may be suspended at the request of the Participant, for a period of up to 12 months or until the end of the term of the loan, if earlier.
Upon a Participant's reemployment from the leave of absence, the Participant shall resume payments either in the same amount as before the leave with the full balance due upon the expiration of the repayment period or by reamortizing the loan
in substantially level installments over the remaining term of the loan.
|
|
(v)
|
If a Participant takes a leave of absence to enter the uniformed services of the United States, loan repayments shall be suspended during the
period of leave. If a Participant enters the uniformed services of the United States, the interest rate applicable to the unpaid loan balance during the period of leave shall be reduced to 6%, in accordance with Section 107 of the Service
member’s Civil Relief Act of 2003. Upon the Participant's reemployment from the uniformed services, the Participant shall resume payments either in the same amount as before the leave with the full balance due upon the expiration of the
repayment period or the period
|
|
(vi)
|
Payments of principal and interest will be made by payroll deductions or in a manner agreed to by the Participant and the Benefits Administration
Board in substantially level amounts, but no less frequently than quarterly, in an amount sufficient to amortize the loan over the repayment period;
|
|
(vii)
|
A loan may be prepaid in full, or in part, as of any date without penalty; and
|
|
(viii)
|
If at the time a loan is to be issued to a Participant a prior loan has been deemed distributed to the Participant and not
repaid, a new loan may only be issued to a Participant if the Participant enters into an agreement, enforceable under law, that requires repayment by payroll withholding or if the Participant repays the unpaid prior loan balance, including
accrued interest to the date of repayment.
|
|
(ix)
|
The Benefits Administration Board may deny any loan if in its judgment the Participant will not have sufficient income to meet the loan terms as
they become due.
|
|
(b)
|
If a loan is not repaid in accordance with the terms contained in the promissory note and a default occurs, the Plan may execute upon its security
interest in the Participant’s Accounts under the Plan to satisfy the debt; however, the Plan shall not levy against any portion of the Loan Fund attributable to amounts held in the Participant’s Deferred Account or Company Contribution
Account until such time as a distribution of the Deferred Account or Company Contribution Account could otherwise be made under the Plan.
|
|
(c)
|
Any additional rules or restrictions as may be necessary to implement and administer the loan program shall be in writing and
communicated to employees. Such further documentation is hereby incorporated into the Plan by reference, and the Benefits Administration Board is hereby authorized to make such revisions to these rules as it deems necessary or appropriate, on
the advice of counsel.
|
|
(d)
|
To the extent required by law and under such rules as the Benefits Administration Board shall adopt, loans shall also be made available on a
reasonably equivalent basis to any Beneficiary or former Employee (i) who maintains an account balance under the Plan and
|
|
(a)
|
Distribution of the Vested Portion of a Participant’s Account shall be made to the Participant in a cash lump sum. However, effective as of January
1, 2011, a Participant may elect, in such manner as the Benefits Administration Board shall prescribe, to receive:
|
|
(i)
|
payments, in cash, in approximately equal annual installments over a period of 2 to 20 years, as elected by the Participant,
not to exceed the life expectancy of the last survivor of the Participant and his or her Beneficiary; or
|
|
(ii)
|
effective on or after July 1, 2013, payments in cash in approximately equal annual installments over the life expectancy of the
Participant as actuarially determined at the time of commencement of the initial installment and as redetermined annually (or such other period as determined by the BAB) thereafter. The amount of such installments will be based on the value
of his or her Accounts as of the Valuation Date for the payment cycle and shall be determined in accordance with the procedures established by the Benefits Administration Board and shall be representative of both the frequency elected and the
number of years and fractions thereof of the Participant’s life expectancy based on his or her age and the single life table set forth in Treasury regulations
|
|
(b)
|
Notwithstanding the foregoing, if a Participant dies before his or her benefits commence, the Vested Portion of his or her Accounts shall be paid
to his or her Beneficiary in a lump sum. However, if a Participant had met the requirements under paragraph (a) to receive installments and the value of the Vested Portion of his or her Accounts (disregarding his or her Rollover Account)
exceeds $5,000, his or her Beneficiary may elect to receive the Vested Portion of the Participant’s Accounts in installments as provided in Section 9.02(a)(i) above. In the event a Beneficiary who elected installments dies before all such
installments have been paid, the remaining balance in the Participant’s Account shall be paid in an immediate cash lump sum to said Beneficiary’s estate.
|
|
(a)
|
Except as otherwise provided in this Article, distribution of the Vested Portion of a Participant’s Accounts shall commence as soon as
administratively practicable following the later of (i) the Participant’s Termination of Employment or (ii) the 65th anniversary of the Participant’s date of birth (but not more than 60 days after the close of the Plan Year in which the later
of (i) or (ii) occurs).
|
|
(b)
|
In lieu of a distribution as described in paragraph (a) above, a Participant may, in accordance with such procedures as the Benefits Administration
Board shall prescribe,
|
|
(c)
|
In the event a Participant who terminates employment elects not to receive a distribution as described in paragraph (b), he or she may nevertheless
elect in accordance with such procedures as the Benefits Administration Board shall prescribe to have the distribution made or commence on any Valuation Date after his or her retirement or Termination of Employment and prior to the April 1
following the calendar year in which the Participant terminated employment or attained age seventy and one-half (70½). In the event a Participant fails to file a claim for benefits in accordance with the provisions of paragraph (a) or (b)
above, the Participant shall be deemed to have elected to defer distribution of his or her Accounts to as soon as administratively practicable following the date the Participant terminated employment or attained age seventy and one-half
(70½), if later; provided that in no event shall payment commence later than the April 1 following the calendar year in which the Participant terminated employment or attained age seventy and one-half (70½), if later.
|
|
(d)
|
In the case of the death of a Participant before his or her benefits commence, the Vested Portion of the Participant’s Account shall be distributed
to his or her Beneficiary within five (5) years of the death of the Participant, unless the Participant’s Beneficiary elected pursuant to the provisions of Section 9.02(b) to have the vested Portion of the Participant’s Account distributed in
installments over a period not extending beyond the life expectancy of the Beneficiary. Notwithstanding the foregoing, distribution of said installments must commence no later than one year after the date of the Participant’s death.
|
|
(a)
|
Notwithstanding any provision of the Plan to the contrary, if a Participant is a 5-percent owner (as defined in Section 416(i) of the Code),
distribution of the Participant’s Accounts shall begin no later than the April 1 following the calendar year in which he or she attains age 70½. No minimum distribution payments will be made to a Participant under the provisions of Section
401(a)(9) of the Code on or after January 1, 1998 if the Participant is not a 5-percent owner as defined above. However, if a Participant who is not a five percent owner (as defined in Section 416(i) of the Code) attains age 70½ prior to
January 1, 1999 and remains in service after the April 1 following the calendar year in which he or she attains age 70½, he or she may elect to have the provisions of paragraph (b) apply as if the Participant a five percent owner. Such
election shall be made in accordance with such administrative procedures the Benefits Administration Board shall prescribe.
|
|
(b)
|
In the event a Participant is required to begin receiving payments while in service under the provisions of paragraph (a) above, the Participant
may elect to receive payments while in service in accordance with option (i) or (ii), as follows:
|
|
(i)
|
A Participant may receive one lump sum payment on or before the Participant’s required beginning date equal to his or her entire Account balance
and annual lump sum payments thereafter of amounts accrued during each calendar year; or
|
|
(ii)
|
A Participant may receive annual payments of the minimum amount necessary to satisfy the minimum distribution requirements of Section 401(a)(9) of
the Code. With respect to distribution calendar years commencing on and after January 1, 2003, such minimum amount shall be the lesser of:
|
|
(A)
|
the quotient obtained by dividing the Participant's Accounts by the distribution period in the Uniform Lifetime Table set forth
in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's age as of the Participant's birthday in the distribution calendar year; or
|
|
(B)
|
if the Participant's sole designated beneficiary for the distribution calendar year is the Participant's spouse, the quotient obtained by dividing
the Participant's Accounts by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's and spouse's attained ages as of the Participant's and the spouse's
birthdays in the distribution calendar year.
|
|
(c)
|
For purposes of paragraph (b) above, the following definitions apply:
|
|
(i)
|
“Designated beneficiary” means the individual who is designated as the Beneficiary and is the designated beneficiary under Section 401(a)(9) of the
Code and Section 1.401(a)(9)-4, Q&A-1 of the Treasury regulations. In the event a trust is designated as the beneficiary of the Participant, the beneficiaries of the trust
|
|
(ii)
|
“Distribution calendar year” means a calendar year for which a minimum distribution is required. For a Participant who is a five percent (5%) owner
in active service, the first distribution calendar year is the calendar year in which the Participant attains age seventy and one-half (70½). For a Participant who is a non- five percent (5%) owner, the first distribution calendar year is the
later of the year in which the Participant attains age seventy and one-half (70½) or the year in which the Participant terminates employment.
|
|
(iii)
|
“Life expectancy” means life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.
|
|
(iv)
|
“Participant’s Accounts” means the balance of the Participant’s Accounts as of the last Valuation Date in the calendar year immediately preceding
the distribution calendar year (“valuation calendar year”) increased by the amount of contributions made and allocated or forfeitures allocated to the Participant’s Accounts as of dates in the valuation calendar year after such last Valuation
Date and decreased by distributions made in the valuation calendar year after such last Valuation Date. The Participant’s Accounts for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the
valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.
|
|
(a)
|
Elective Rollovers. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this
Section, a distributee may elect, at the time and in the manner prescribed by the Benefits Administration Board, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the
distributee in a direct rollover.
|
|
(b)
|
Mandatory Rollovers. Notwithstanding any provision of the Plan to the contrary, effective March 28, 2005 if the Vested Portion of a Participant’s
Accounts (determined after any offset for a defaulted loan balance and disregarding the Participant’s Rollover Account) amounts to at least $1,001 but does not exceed $5,000 and if the Participant fails to make an affirmative election to
either receive the lump sum payment in cash or have it directly rolled over to an eligible retirement plan pursuant to the provisions of paragraph (a) within such election period as shall be prescribed by the Benefits Administration Board,
the Benefits Administration Board shall direct the Trustee to transfer such lump sum payment to an individual retirement plan (within the meaning of Section 7701(a)(37) of the Code) (“IRA”) selected by the Plan Asset Committee. The IRA shall
be maintained for the exclusive benefit of the Participant on whose behalf such transfer is made. The transfer shall occur as soon as practicable following the end of the election period. The funds in the IRA shall be invested in an
investment product designed to preserve principal and provide a reasonable rate of return, whether or not such return is guaranteed, consistent with liquidity,
|
|
(i)
|
enter into a written agreement with each IRA provider setting forth the terms and conditions applicable to the establishment and maintenance of the
IRAs in conformity with applicable law;
|
|
(ii)
|
furnish Participants with notice of the Plan’s automatic rollover provisions, including, but not limited to, a description of the nature of the
investment product in which the assets of the IRA will be invested and how the fees and expenses attendant to the IRA will be allocated, and a statement that a Participant may roll over the assets of the IRA to another eligible retirement
plan. Such notice shall be provided to Participants in such time and form as shall be prescribed by the Benefits Administration Board in accordance with applicable law; and
|
|
(iii)
|
fulfill such other requirements of the safe harbor contained in Department of Labor Regulation §2550.404a-2 and, if applicable, the conditions of
Department of Labor Prohibited Transaction Class Exemption 2004-16.
|
|
(c)
|
Definitions. The following definitions apply to the terms used in this Section 9.09:
|
|
(i)
|
“Eligible rollover distribution” means any distribution of all or any portion of the balance to the credit of the distributee, except that an
eligible rollover distribution does not include:
|
|
(A)
|
any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more;
|
|
(B)
|
any distribution to the extent such distribution is required under Section 401(a)(9) of the Code;
|
|
(C)
|
after-tax amounts from the Participant’s Accounts (determined without regard to the exclusion for net unrealized appreciation with respect to
employer securities) unless such amount is rolled over or transferred (i.e., directly rolled over) to an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in 408(b) of the Code,
or effective on or after January 1, 2008, a Roth individual retirement account described in Section 408A(b) of the Code; or transferred (i.e., directly rolled over) to:
|
|
(1)
|
a defined contribution plan qualified under Section 401(a) or 403(a) of the Code;
|
|
(2)
|
effective on and after January 1, 2007, any qualified plan described in Section 401(a) of the Code; or
|
|
(3)
|
effective on and after January 1, 2007, an annuity plan described in Section 403(b) of the Code;
|
|
(D)
|
effective on and after January 1, 2002, any in-service withdrawal that is made pursuant to the provisions of Section 7.05.
|
|
(ii)
|
“Eligible retirement plan” means any of the following types of plans that accept the distributee’s eligible rollover distribution:
|
|
(A)
|
a qualified plan described in Section 401(a) of the Code;
|
|
(B)
|
an annuity plan described in Section 403(a) of the Code;
|
|
(C)
|
an individual retirement account or individual retirement annuity described in Section 408(a) or 408(b) of the Code, respectively;
|
|
(D)
|
effective January 1, 2002, an annuity contract described in Section 403(b) of the Code;
|
|
(E)
|
effective January 1, 2002, an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or
any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan; and
|
|
(F)
|
a Roth IRA (as defined in Section 408A(b) of the Code.
|
|
(iii)
|
“Distributee” means an employee or former employee. In addition, solely for purposes of paragraph (a) above, the employee’s or
former employee’s surviving spouse and the employee’s or former employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order as defined in Section 414(p) of the Code are distributees with regard to
the interest of the spouse or former spouse; and
|
|
(iv)
|
“Direct rollover” means a payment by the Plan to the eligible retirement plan specified by the distributee.
|
|
(d)
|
Notwithstanding any provision of this Section to the contrary, effective as of January 1, 2007, a non-spouse Beneficiary of a deceased Participant
may elect, at the time and in the manner prescribed by the Benefits Administration Board, to directly roll over any portion of a distribution that would constitute an eligible rollover distribution if it were made to a Participant, surviving
spouse or alternate payee, provided such direct rollover is made to an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, or, effective for
distributions made on or after January 1, 2008, a Roth IRA described in Section 408A(b) of the Code that is established on behalf of the non-spouse Beneficiary and that will be treated as an inherited IRA pursuant to the provisions of
Sections 402(c)(11) and 408(d)(3)(C)(ii) of the
|
|
(i)
|
the Benefits Administration Board clearly informs the Participant that he or she has a right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and
|
|
(ii)
|
the Participant, after receiving the notice under Sections 411 and 417, affirmatively elects a distribution.
|
|
(i)
|
the Benefits Administration Board clearly informs the Participant that he or she has a period of at least 30 days after
receiving the notice to decide when to have his or her benefit begin, and if applicable, to choose a particular optional form of payment;
|
|
(ii)
|
the Participant affirmatively elects a date for benefits to begin, and if applicable, an optional form of payment, after receiving the notice;
|
|
(iii)
|
the Participant is permitted to revoke his or her election until the later of his or her Annuity Starting Date or seven days following the day he
or she received the notice;
|
|
(iv)
|
the Participant’s Annuity Starting Date is after the date the notice is provided; and
|
|
(v)
|
payment does not commence less than seven days following the day after the notice is received by the Participant.
|
|
(a)
|
the specific reasons for the denial;
|
|
(b)
|
specific references to pertinent Plan provisions on which the denial is based;
|
|
(c)
|
a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or
information is necessary; and
|
|
(d)
|
an explanation of the claim review procedure set forth this Section 10.15.
|
|
(a)
|
The claimant’s right to receive, upon request and free of charge, copies of all documents and records relevant to the claim,
including any guidelines, protocols, or similar criteria that was relied upon by the Review Panel;
|
|
(b)
|
If relevant, an explanation of any scientific or clinical judgment that was the basis of the determination; and
|
|
(c)
|
The following statement: “You and the Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out
what may be available is to contact your local U.S. Department of Labor office.
|
|
(i)
|
has submitted a written application for benefits in accordance with paragraph (a), (ii) has been notified by the Company that
the application is denied, (iii) has filed a written request for a review of the application in accordance with paragraph (c) and (iv) has been notified in writing that the Benefits Administration Board has affirmed the denial of the
application; provided, however, that legal action may be brought after the Company or the Benefits Administration Board has failed to take any action on the claim within the time prescribed above.
|
|
10.18
|
Committee’s
Authority to Suspend Processing of Withdrawals, Loans and Distributions Notwithstanding any provision in Articles 7, 8 or 9 to the contrary (other than the payment of Required Minimum Distributions in accordance with Section 9.04),
the Benefits Administration Board shall have the authority to impose a suspension of the processing of pending and prospective withdrawals, loans and distributions from a Participant’s Accounts under the circumstances described in
administrative rules prescribed by the Benefits Administration Board in which there is an allegation of an unauthorized withdrawal, loan or distribution, pending the Benefits Administration Board investigation of such allegations.
|
|
(a)
|
If any company is or becomes a subsidiary of or associated with the Company, the Board of Directors or the Benefits
Administration Board may include the employees of that subsidiary or associated company in the membership of the Plan upon appropriate action by that company necessary to adopt the Plan. In that event, or if any persons become Employees of
the Company as the result of merger or consolidation or as the result of acquisition of all or part of the assets or business of another company, the Board of Directors or the Benefits Administration Board shall determine to what extent, if
any, previous service with the subsidiary, associated or other company shall be recognized under the Plan, but subject to the continued qualification of the trust for the Plan as tax-exempt under the Code.
|
|
(b)
|
Any subsidiary or associated company may terminate its participation in the Plan upon appropriate action by it. In that event
the funds of the Plan held on account of Participants in the employ of that company, and any unpaid balances of the Accounts of all Participants who have separated from the employ of that company, shall be determined by the Benefits
Administration Board. Those funds shall be distributed as provided in Section 12.04 if the Plan, as it separately pertains to that company, should be terminated, or shall be segregated by the Trustees as a separate trust, pursuant to
certification to the Trustees by the Benefits Administration Board, if the company is continuing the Plan as a separate plan for the employees of that company under which the board of directors of that company shall succeed to all the powers
and duties of the Board of Directors, including the appointment of the members of the Benefits Administration Board.
|
|
(a)
|
The Board of Directors may terminate the Plan or completely discontinue contributions under the Plan for any reason at any
time. In case of termination or partial termination of the Plan, or complete discontinuance of Company contributions to the Plan, the rights of affected Participants to their Accounts under the Plan as of the date of the termination or
discontinuance shall be nonforfeitable. In the event of the Plan’s termination, the total amount in each Participant’s Accounts shall be distributed to him or her if permitted by law or continued in trust for his or her benefit, as the
Benefits Administration Board shall direct.
|
|
(b)
|
Upon termination of the Plan, Pre-tax Contributions, with earnings thereon, shall only be distributed to Participants if (i) neither the Company
nor an Affiliated Company establishes or maintains a successor defined contribution plan, and (ii) payment is made to the Participants in the form of a lump sum distribution (as defined in Section 402(e)(4)(D) of
|
|
(a)
|
Except as required by any applicable law or by paragraph (c), no benefit under the Plan shall in any manner be anticipated, assigned or alienated,
and any attempt to do so shall be void. However, payment shall be made in accordance with the provisions of any judgment, decree, or order which:
|
|
(i)
|
creates for, or assigns to, a spouse, former spouse, child or other dependent of a Participant the right to receive all or a portion of the
Participant’s benefits under the Plan for the purpose of providing child support, alimony payments or marital property rights to that spouse, child or dependent,
|
|
(ii)
|
is made pursuant to a State domestic relations law,
|
|
(iii)
|
does not require the Plan to provide any type of benefit, or any option, not otherwise provided under the Plan, and
|
|
(iv)
|
otherwise meets the requirements of Section 206(d) of ERISA, as amended, as a “qualified domestic relations order”, as determined by the Benefits
Administration Board.
|
|
(b)
|
Notwithstanding anything herein to the contrary, if the amount payable to the alternate payee under the qualified domestic relations order is
$5,000 or less, such amount shall be paid in one lump sum as soon as practicable following the qualification of the order. If the amount exceeds $5,000, it may be paid as soon as practicable following the qualification of the order if the
qualified domestic relations order so provides and the alternate payee consents thereto; otherwise it may not be payable before the earliest of (i) the Participant’s termination of employment, (ii) the time such amount could be withdrawn
under Article 7 or (iii) the Participant’s attainment of age 50.
|
|
(c)
|
A Participant’s benefit under the Plan shall be offset or reduced by the amount the Participant is required to pay to the Plan
under the circumstances set forth in Section 401(a)(13)(C) of the Code.
|
|
(a)
|
If the Benefits Administration Board shall find that a Participant or other person entitled to a benefit is unable to care for his
or her affairs because of illness or accident or because he or she is a minor, the Benefits Administration Board may direct that any benefit due him or her, unless claim shall have been made for the benefit by a duly appointed legal
representative, be paid to his or her spouse, a child, a parent or other blood relative, or to a person with whom he or she resides. Any payment so made shall be a complete discharge of the liabilities of the Plan for that benefit.
|
|
(b)
|
Beneficiary’s Ability to Disclaim Interest in Plan
|
|
(a)
|
The following definitions apply to the terms used in this Section:
|
|
(i)
|
“applicable determination date” means the last day of the preceding Plan Year;
|
|
(ii)
|
“top-heavy ratio” means the ratio of (A) the value of the aggregate of the Accounts under the Plan for key employees to (B) the
value of the aggregate of the Accounts under the Plan for all key employees and non-key employees;
|
|
(iii)
|
'key employee' means any employee or former employee (including any deceased employee) who at any time during the Plan Year
that includes the determination date was an officer of the Company or Affiliated Company having Statutory Compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a
5 percent owner (as defined in Section 416(i)(1)(B)(i) of the Code) of the Company or Affiliated Company, or a 1 percent owner (as defined in Section 416(i)(1)(B)(ii) of the Code) of the Company or Affiliated Company having Statutory
Compensation of more than $150,000. The determination of who is a key employee will be made in accordance with Section 416(i) of the Code and the applicable regulations and other guidance of general applicability issued thereunder;
|
|
(iv)
|
“non-key employee” means any Employee who is not a key employee;
|
|
(v)
|
“applicable Valuation Date” means the Valuation Date coincident with or immediately preceding the last day of the preceding
Plan Year;
|
|
(vi)
|
“required aggregation group” means any other qualified plan(s) of the Company or an Affiliated Company (including plans that terminated within the
five-year period ending on the applicable determination date) in which there are participants who are key employees or which enable(s) the Plan to meet the requirements of Section 401(a)(4) or 410 of the Code; and
|
|
(vii)
|
“permissive aggregation group” means each plan in the required aggregation group and any other qualified plan(s) of the Company or an Affiliated
Company in which all members are non-key employees, if the resulting aggregation group continues to meet the requirements of Sections 401(a)(4) and 410 of the Code.
|
|
(b)
|
For purposes of this Section, the Plan shall be “top-heavy” with respect to any Plan Year if as of the applicable determination
date the top-heavy ratio exceeds 60 percent. The top-
|
|
(i)
|
the Accounts under the Plan will be combined with the account balances or the present value of accrued benefits under each other plan in the
required aggregation group and, in the Company's discretion, may be combined with the account balances or the present value of accrued benefits under any other qualified plan in the permissive aggregation group;
|
|
(ii)
|
the Accounts for an employee as of the applicable determination date shall be increased by the distributions made with respect to the employee
under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the one-year period (five-year period in the case of a distribution made for a reason other than severance from employment, death, or disability)
ending on the applicable determination date;
|
|
(iii)
|
distributions under any plan that terminated within the five-year period ending on the applicable determination date shall be taken into account if
such plan contained key employees and, therefore, would have been part of the required aggregation group; and
|
|
(iv)
|
if an individual has not performed services for the Company or an Affiliated Company at any time during the one-year period ending on the
applicable determination date, such individual's accounts and the present value of his or her accrued benefits shall not be taken into account.
|
|
(c)
|
The following provisions shall be applicable to Participants for any Plan Year with respect to which the Plan is top-heavy:
|
|
(i)
|
In lieu of the vesting requirements specified in Section 6.03, a Participant shall be vested in, and have a nonforfeitable right to, his or her
Company Contribution Account upon the completion of three Years of Service, provided that in no event shall the Vested Portion of a Participant’s Company Contribution Account be less than the percentage determined under Section 6.03.
|
|
(ii)
|
An additional Company contribution shall be allocated on behalf of each Participant (and each Employee eligible to become a Participant) who is a
non-key employee, and who has not separated from service as of the last day of the Plan Year, to the extent that the contributions made on his or her behalf under Section 3.03 for the Plan Year (and not needed to meet the contribution
percentage test set forth in Section 3.09) would otherwise be less than 3 percent of his or her remuneration. However, if the greatest percentage of remuneration contributed on behalf of a key employee under Sections 3.01 and 3.03 for the
Plan Year (disregarding any contributions made under Section 3.16 for the Plan Year) would be less than 3 percent, that lesser percentage shall be substituted for “3 percent” in the preceding sentence. Notwithstanding the foregoing provisions
of this sub- paragraph (ii), no minimum contribution shall be made under this Plan with respect to a Participant (or an Employee eligible to become a Participant) if the required minimum benefit under Section 416(c)(1) of the Code is provided
to him or her by any other qualified pension plan of the Company or an Affiliated Company. For the purposes of this subparagraph (ii), remuneration has the same meaning as set forth in Section 3.12(c). For purposes of determining whether the
Plan satisfies the minimum benefits requirements of Section 416(c) of the Code for Plan Years beginning after December 31, 2001, matching contributions shall be taken into
|
|
(d)
|
If the Plan is top-heavy with respect to a Plan Year and ceases to be top-heavy for a subsequent Plan Year, a Participant who has completed three
Years of Service on or before the last day of the most recent Plan Year for which the Plan was top-heavy shall continue to be vested in and have a nonforfeitable right to his or her Company Contribution Account.
|
|
(e)
|
The top-heavy requirements of Section 416 of the Code and Section 13.06 of the Plan shall not apply in any year beginning after December 31, 2001,
in which the Plan consists solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) of the Code are met.
|
|
(a)
|
The Plan shall be construed, regulated and administered under ERISA and the laws of the State of New York, except where ERISA controls.
|
|
(b)
|
The titles and headings of the Articles and Sections in this Plan are for convenience only.
|
|
14.01
|
The following provisions shall apply only to Participants who are Employees of Wilson Learning or Creative Interactive Media, Inc.:
|
|
(a)
|
The term “Compensation,” as used in the Plan, shall have the following meaning:
|
|
(b)
|
The Accounts of Participants under the Wilson Learning Corporation Savings and Investment Plan (“Wilson Plan”) shall be transferred to Accounts
under this Plan as follows:
|
|
Wilson Plan Accounts
|
Transferred To
|
|
Base Account
|
Employee Contribution Account
|
|
Matching Account
|
Company Contribution Account
|
|
(c)
|
Notwithstanding the provisions of Section 6.03, a Participant shall be vested in the amount transferred from the Matching
Account under the Wilson Plan to his Company Contribution Account to the extent he was vested under the Wilson Plan at the time of transfer or to the extent he would be vested under Section 6.02 (treating participating in the Wilson Plan as a
period of participation for purposes of determining Years of Participation), whichever is greater. Any amount, which is not vested pursuant to the preceding sentence, shall vest as provided in Section 6.02 (treating participation in the
Wilson Plan as a period of participation for purposes of determining Years of Participation).
|
|
1.
|
For the purpose of determining when an Employee shall become a Participant in accordance with the provisions of Section 2.01 of
the Plan, and for purposes of determining a Participant’s Years of Service for vesting purposes under Section 6.03(a) of the Plan, each of the following periods of service shall be recognized:
|
|
(a)
|
in the case of an individual who became an Employee of the Company or any Affiliated Company on January 1, 2002 and who immediately prior to said
date was an employee of Hungry Minds, Inc. (“HMI”),
|
|
(i)
|
any period of employment with HMI or any of its affiliated companies rendered prior to January 1, 2002; or
|
|
(ii)
|
any period of employment rendered immediately prior to the date such individual became an employee of HMI, which was recognized for participation
and vesting purposes under the Hungry Minds, Inc. 401(k), Profit Sharing, and Employee Stock Ownership Plan as in effect on December 31, 2001.
|
|
(b)
|
any period of employment with Blackwell Publishing Inc. (“Blackwell”) rendered for participation and vesting purposes under the Blackwell
Publishing, Inc. Savings & Retirement Plan as in effect on February 5, 2007.
|
|
(c)
|
any period of employment with ISUP rendered prior to February 5, 2007 which was recognized for participation and vesting
purposes under the ISUP, Inc. 401(k) Retirement Savings Plan as in effect on February 5, 2007;
|
|
(d)
|
effective as of May 1, 2012, in the case of an individual who became an Employee of the Company or any Affiliated Company on
May 1, 2012 and who immediately prior to said date was an employee of Harlan Davidson Inc. (“HDI”), any period of employment with HDI prior to May 1, 2012 to the extent such employment would have been recognized for
|
|
(e)
|
effective as of February 16, 2012, in the case of an individual who became an employee of the Company or any Affiliated
Company as a result of the acquisition of Inscape Publishing, Inc. (“IPI”), by the Company on February 16, 2012 and who immediately prior to said date was an employee of IPI, any period of employment as an employee of IPI rendered prior to
February 16, 2012 to the extent such employment would have been recognized for participation and vesting purposes under the Plan had it been rendered as an employee of the Company;
|
|
(f)
|
effective as of October 25, 2012, in the case of an individual who became an employee of the Company or any Affiliated Company
as a result of the acquisition of Deltak edu, LLC. (“Deltak”) by the Company on October 25, 2012 and who immediately prior to said date was an employee of Deltak, any period of employment as an employee of Deltak rendered prior to October 25,
2012 to the extent such employment would have been recognized for participation and vesting purposes under the Plan had it been rendered as an employee of the Company;
|
|
(g)
|
effective as of November 1, 2012, in the case of an individual who became an employee of the Company or any Affiliated Company
as a result of the acquisition of Efficient Learning Systems, Inc. (“ELS”) by the Company on November 1, 2012 and who immediately prior to said date was an employee of ELS, any period of employment with ELS prior to November 1, 2012 to the
extent such employment would have been recognized for participation and vesting purposes under the Plan had it been rendered as an employee of the Company;
|
|
(h)
|
notwithstanding the foregoing, with respect to a Participant who had his or her account balances under the Deltak edu 401(k)
Retirement Plan (the “Deltak Plan”) transferred to the Plan (“Deltak Participant”), effective as of April 2, 2013 or as soon as practicable thereafter (the “Merger Date”), Years of Service for such Deltak Participant shall be equal to: (i)
the
|
|
(i)
|
notwithstanding the foregoing, with respect to a Participant who had his or her account balances under the Inscape Publishing, Inc. Savings and
Retirement Plan (the “IPI Plan”) transferred to the Plan (“IPI Participant”), effective as of April 10, 2013 or as soon practicable thereafter (the “IPI Merger Date”), Years of Service for such IPI Participant shall be equal to: (i) the
number of years credited to him or her under the terms of the IPI Plan for the period of such prior employment ending on December 31, 2012 or the date on which such prior employment terminated, plus (ii) the greater of (1) the service
credited to him or her, if any, on the basis of the “1,000 hour rule” for the portion of the calendar year ending on the IPI Merger Date or the date on which his or her employment terminated, or
|
|
(j)
|
notwithstanding the foregoing, with respect to a Participant who had his or her account balances under the Efficient Learning Systems, Inc.
Retirement Trust (the “ELS Plan”) transferred to the Plan (“ELS Participant”), effective as of May 10, 2013 or as soon as practicable thereafter (the “Merger Date”), Years of Service for such ELS Participant shall be equal to: (i) the number
of years credited to him or her under the terms of the ELS Plan for the period of such prior employment ending on December 31, 2012 or the date on which such prior employment terminated, plus (ii) the greater of (1) the service credited to
him or her, if any, on the basis of the “1,000 hour rule” for the portion of the
|
|
2.
|
The following special rules shall apply to the portion of the Plan accounts transferred to this Plan from another qualified Plan:
|
|
(a)
|
With respect to an IPI Participant (as defined in item 1(i) above), in lieu of the vesting schedule set forth in Section
6.03(a), the discretionary matching contributions and discretionary profit-sharing contributions transferred from the IPI Plan to the Plan shall vest in accordance with the following schedule:
|
|
Years of Service
|
Vested Percentage
|
|
Less than 1 year
|
0%
|
|
1 but less than 2 years
|
25%
|
|
2 but less than 3 years
|
50%
|
|
3 but less than 4 years
|
75%
|
|
4 or more years
|
100%
|
|
(b)
|
The safe harbor matching contributions transferred from the IPI Plan to the Plan on behalf of an IPI
Participant (as defined in item 1(i) above) shall not be available for an in- service withdrawal under the provisions of Section 7.03 and 7.05 of the Plan.
|