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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 28, 2005
Date of Report (Date of earliest event reported)
SIEBEL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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2207 Bridgepointe Parkway
San Mateo, CA 94404
(650) 477-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On February 28, 2005, the Compensation Committee of the Board of Directors of Siebel Systems, Inc. approved the amendment of the Siebel Systems, Inc. Nonqualified Deferred Compensation Plan (the "Plan"), effective January 1, 2005.
The Plan was revised to (1) comply with the recently enacted American Jobs Creation Act of 2004 and Section 409A of the Internal Revenue Code; (2) permit the deferral by Plan participants of certain equity compensation awards under the Plan; and (3) describe claim procedures that apply to disability benefits payable under the Plan. The revised Plan is attached as Exhibit 10.1 to this Report and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Number Description
10.1 |
Amended and Restated Siebel Systems, Inc. Nonqualified Deferred Compensation Plan. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SIEBEL SYSTEMS, INC. |
(Registrant) |
Dated: March 7, 2005
By: | /s/ Kenneth A. Goldman |
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Kenneth A. Goldman | |
Senior Vice President, Finance and Administration and Chief Financial Officer |
EXHIBIT INDEX
Number Description
10.1 |
Amended and Restated Siebel Systems, Inc. Nonqualified Deferred Compensation Plan. |
Exhibit 10.1
SIEBEL SYSTEMS, INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN
It is intended that the Plan and its related Trust shall constitute an unfunded deferred compensation arrangement for the benefit of a select group of management or highly compensated employees of the Company and its subsidiaries for purposes of the federal income tax laws, including Section 409A of the Code and ERISA, and all documents, agreements or instruments made or given pursuant to the Plan shall be interpreted so as to effect such intent.
Capitalized terms used in this Plan shall be defined as follows:
A. "401(k) Plan" means the Siebel Systems, Inc. 401(k) Salary Deferral Plan, as it may be amended from time to time.
B. "Account" means the bookkeeping Account established on behalf of a Participant into which Deferred Compensation and Company Contributions, plus earnings and losses thereon, are recorded. A separate bookkeeping Account shall be maintained for Deferred Compensation related to Stock Awards.
C. "Annual Stock Award Amount" means, with respect to a Participant for any one Plan Year, the number of shares covered by unvested Stock Awards under any Company stock incentive plan, deferred in accordance with Section 3.A of this Plan.
D. "Base Pay" means a Participant's base salary without regard to bonuses, commissions, and other incentive compensation or Stock Awards.
E. "Board of Directors" means the Board of Directors of Siebel Systems, Inc.
F. "Change in Control Election" means the Participant election with respect to a Change in Control permitted under Section 7.
G. "Change in Control" means any event described in Section 7.
H. "Code" means the Internal Revenue Code of 1986, as amended from time to time.
I. "Company Contributions" means contributions to the Plan made by the Company, if any, pursuant to Section 3.E.
J. "Company" means Siebel Systems, Inc. and its affiliates.
K. "Compensation Committee" means the Compensation Committee of the Board of Directors of the Company.
L. "Deduction Limitation" means the limitations on payment of an Account described in Section 6.F.
M. "Deferred Compensation" means the amount of Variable Pay, Base Pay or Stock Awards, as applicable, that a Participant elects to defer into the Plan.
N. "Disability" or "Disabled" means for Pre-2005 Deferrals that the Participant has a mental or physical disability as determined by the Plan Committee in accordance with the standards and procedures used for determining Disability under the Company's broad-based regular long-term disability plan, if any, under which the Participant is a participant. At any time that the Company does not maintain such a long-term disability plan, "Disabled" or "Disability" shall mean the inability of a Participant, as determined by the Plan Committee, substantially to perform such Participant's regular duties and responsibilities due to a medically determinable physical or mental illness which has lasted, or can reasonably be expected to last, for a period of six (6) consecutive months, but only to the extent that such definition does not violate the Americans with Disabilities Act.
For Post-2005 Deferrals, "Disability" means that a Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.
O. "Election Form" means the form provided by the Plan Committee on which a Participant may elect to defer his or her Base Pay, Variable Pay or Stock Awards for a Plan Year and elect the time and form of distributions from the Plan.
P. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.
Q. "Fixed Date Payout" means the in-service withdrawal permitted under Section 6.B.
R. "Investment Funds" means the investment funds described under Section 5.A.
S. "Key Employee" means, for purposes of this Plan, and in accordance with Section 409A of the Code, a key employee as defined in Section 416(i) of the Code, without regard to paragraph (5) thereof, of a corporation any stock in which is publicly traded on an established securities market or otherwise.
T. "New Employee" means an employee who first performs services for the Company after the first day of a Plan Year, or for the first Plan Year, who first performs services for the Company on or after January 1, 2003 and on or before August 31, 2004.
U. "Normal Retirement Age" means the date on which the Participant attains fifty-nine and one-half (59½) years of age.
V. "Participant" means each common-law employee on the United States payroll of the Company who is designated by the Compensation Committee, in accordance with the Plan terms, as an eligible employee who may elect to participate in the Plan.
W. "Performance-Based Compensation" means compensation (including amounts deferred under an Election Form, amounts deferred under the 401(k) Plan, or amounts deferred under a cafeteria plan of the Company pursuant to Section 125 of the Code) that meets the requirements of performance-based compensation specified in Section 409A(a)(4)(B)(iii) of the Code and regulations promulgated thereunder. Performance-Based Compensation shall be designated as such by the Company and must relate to services performed by the Participant during a designated incentive period of at least twelve (12) months.
X. "Plan Committee" means the Plan Administrative Committee established under Section 10.
Y. "Plan" means this Siebel Systems, Inc. Nonqualified Deferred Compensation Plan, as it may be amended from time to time.
Z. "Plan Year" means the calendar year. The first Plan Year shall be the short period from September 1, 2004 to December 31, 2004.
AA. "Pre-2005 Deferrals" means the portion of the Participant's Account determined as of December 31, 2004, the right to which is earned and vested as of December 31, 2004, plus earnings and losses allocable to such amounts.
BB. "Post-2005 Deferrals" means the portion of the Participant's Account other than Pre-2005 Deferrals."
CC. "Stock" means Siebel Systems, Inc. common stock, $.001 par value, or any other equity securities of the Company designated by the Compensation Committee.
DD. "Stock Award" means an unvested right to shares of Stock (whether in the form of restricted stock, restricted stock units or otherwise) that has been designated by the Compensation Committee, in its sole discretion, as eligible for deferral and awarded to the Participant under any Company stock incentive Plan.
EE. "Stock Award Account" means (i) the sum of the Participant's Annual Stock Award Amounts, plus (ii) amounts allocated in accordance with all the applicable allocation provisions of this Plan that relate to the Participant's Stock Award Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant's Stock Award Account.
FF. "Stock Award Amount" means, for any grant of a Stock Award, the number of shares of Stock covered by such Stock Award deferred in accordance with Section 3.A of this Plan.
GG. "Termination of Employment" means the termination of the Participant's employment with the Company for any reason other than retirement at or following attainment of Normal Retirement Age.
HH. "Total Compensation" means a Participant's compensation for purposes of the 401(k) Plan, but without limitation under Section 401(a)(17) of the Code, including Base Pay and Variable Pay, but excluding stock option earnings.
II. "Trust" means the Siebel Systems, Inc. Nonqualified Deferred Compensation Trust established in conjunction with this Plan.
JJ. "Variable Pay" means a Participant's commissions and bonuses and any other incentive compensation, excluding Stock Awards.
An election to participate in the Plan shall be made by completing and filing the Election Form described in Section 3.A. Unless otherwise determined by the Compensation Committee, the following classes of employees may elect to be Participants in the Plan.
A. Except as specified in Section 2.B below, employees on the United States payroll of the Company whose Total Compensation in the immediately preceding calendar year (the "look back year") was equal to or in excess of One Hundred Seventy-Five Thousand Dollars ($175,000);
B. With respect to New Employees, (i) for the year of hire, an employee whose Base Pay on an annualized basis is at least One Hundred Fifty Thousand Dollars ($150,000) in his or her year of hire and (ii) for the year following the year of hire, an employee whose Base Pay on an annualized basis in the look back year was at least One Hundred Fifty Thousand Dollars ($150,000).
Notwithstanding the foregoing, in compliance with Notice 2005-1, with respect to amounts deferred for the 2005 Plan Year under Election Forms that were filed on or before December 31, 2004, a Participant may elect to make a new election with respect to such previously deferred amounts by filing a new Election Form with the Plan Committee. Such new Election Form must be filed by the Participant on or before December 31, 2005.
Notwithstanding the foregoing, in compliance with Notice 2005-1, with respect to deferrals that relate all or in part to services performed on or before December 31, 2005, the election timing requirements specified in Section 3.A, above, will not be applicable to the timing of any elections made on or before March 15, 2005, provided that the amounts to which the deferral election relates have not been paid or become payable at the time of the deferral election.
The Election Forms shall specify the form in which payments from the Plan shall be paid to the Participant and, subject to the limitations of Section 6, the time at which such payments shall commence. The elections shall be delivered to the Plan Committee, or its designee, in such form as may be permitted by the Plan Committee, including electronic or telephonic communication.
Furthermore, a Participant may specify on each Election Form a maximum deferral dollar amount that may be deferred for the relevant tax year for either or both, or any, of Base Pay and Variable Pay. By way of example, a Participant may elect to defer 30% of the Participant's Base Pay for the 2006 calendar year, but not to exceed a maximum deferral amount from Base Pay of $55,000, and 40% of Variable Pay, but not to exceed a maximum deferral amount from Variable Pay of $30,000. A Participant may elect to defer only 100% of a Stock Award.
If a Participant is authorized by the Company for any reason to take an unpaid leave of absence from the employment of the Company, or if a Participant is on leave of absence as a result of his or her Disability, the Participant shall continue to be considered employed by the Company for purposes of this Plan and the Participant shall be excused from making deferrals from the date the unpaid leave of absence begins until the earlier of the date the leave of absence expires or the Participant returns to a paid employment status. Upon such expiration or return, as the case may be, deferrals, if any, shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the deferral election, if any, previously made by the Participant for that Plan Year.
Notwithstanding the foregoing, for the 2005 Plan Year only, a Participant who elected to participate in the Plan for the 2005 Plan Year by filing an Election Form with the Committee on or before December 31, 2004, may elect (i) to terminate the Participant's participation in the Plan for the 2005 Plan Year, or (ii) to cancel the previously made deferral election for the 2005 Plan Year. Such election to terminate participation in the Plan for the 2005 Plan Year or to cancel a previously made election for the 2005 Plan Year shall be made by filing an Election Form with the Committee on or before December 31, 2005. Any previously deferred amounts that are subject to the elections provided under this paragraph shall be includable in the income of the Participant for the Participant's 2005 calendar year, or, if later, in the taxable year in which the amounts are earned and vested.
Such Accounts shall be bookkeeping entries only and shall be credited with earnings and losses in accordance with Section 5. Except as otherwise provided in Section 6, the amount to be paid to a Participant from the Plan in accordance with Section 6 shall be an amount equal to the balance of the Participant's Account at the time of payment.
Notwithstanding the foregoing, one of the Investment Funds provided under this Plan shall be a Company Stock Deemed Fund, which shall be treated for Plan purposes as if it were a mutual fund invested one hundred percent (100%) in shares of Stock, with any dividends deemed reinvested in additional shares of Stock.
As necessary or appropriate, the Plan Committee may, in its discretion, discontinue, substitute or add an Investment Fund; provided however, that the Plan Committee may never discontinue or substitute for the Company Stock Deemed Fund.
Notwithstanding any provision of this Plan that may be construed to the contrary, a Participant's Stock Award Account always must be allocated to the Company Stock Deemed Fund, may never be reallocated to any other Investment Fund and must be distributed from the Plan in the form of actual shares of Stock, with cash being distributed only for fractional shares.
With respect to Pre-2005 Deferrals, a change in distribution commencement date shall be given effect by the Plan Committee only if the new distribution commencement date elected by the Participant is in a subsequent Plan Year and is at least twelve (12) months subsequent to the date the election change is filed by the Participant.
With respect to Post-2005 Deferrals, a change in the distribution commencement date shall be given effect by the Plan Committee only if the election to change the distribution commencement date (i) does not take effect until at least twelve (12) months after the date on which the Election Form is filed with the Plan Committee, (ii) the first payment with respect to such change in election is made is deferred for a period of not less than five (5) years after the date such payment would otherwise have been made, and (iii) the election change, if it refers to a Fixed Date Payout, must be made at least twelve (12) months prior to the date of such Fixed Date Payout would otherwise have been made.
Notwithstanding the foregoing, distributions to a Key Employee as a result of Termination of Employment, including Termination of Employment upon or following attainment of Normal Retirement Age, whether the distribution is made in the form of a lump sum or installments, shall not be made or the payments may not begin before the date which is six (6) months following the date of the Termination of Employment, or, if earlier, the date of death of the Key Employee.
A Participant may modify the date on which any such Fixed Date Payout is to be paid by submitting a new Election Form; provided that (i) for Pre-2005 Deferrals, any such modification shall not be given effect by the Plan Committee unless such new Election Form is submitted to and accepted by the Plan Committee at least thirteen (13) months prior to the scheduled payout date of the distribution to be modified or revoked and any new payout date designated in such form is at least two (2) years following the scheduled payout date of the distribution to be deferred, and (ii) for Post-2005 Deferrals, any such modification shall not be given effect by the Plan Committee unless such modification meets the requirements for an election change specified above in this Section 6.
A Fixed Date Payout shall not be paid if it conflicts with another payment that is due under the terms of this Plan as a result of the Participant's retirement, Termination of Employment, unforeseeable emergency, death, Disability, or a Change in Control. Payments to be made upon a Participant's retirement, Termination of Employment, unforeseeable emergency, death, or Disability, or as a result of a Change in Control, shall take precedence over any Fixed Date Payout.
If, subject to the sole discretion of the Plan Committee, the Participant's petition for the suspension and/or payout is approved, suspension of deferrals shall take effect upon the date of approval and a payout in the form of a lump sum shall be made within sixty (60) days following the date of approval. The payment of any amount under this Section 6.C shall be subject to the Deduction Limitation. Once the payout is paid, the Participant shall not be eligible to participate in the Plan for a period of six (6) months measured from the first day of the month next following the month in which the payout is paid.
For purposes of this Plan, for Pre-2005 Deferrals, an unforeseeable emergency shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant that would result in severe financial hardship to the Participant not covered by insurance, liquidation of other assets (to the extent the liquidation itself will not cause severe financial hardship) or cessation of deferrals under this Plan, resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent (as defined in Section 152(a) of the Code), (ii) a loss of the Participant's property due to casualty, or (iii) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Plan Committee.
For Post-2005 Deferrals, unforeseeable emergency shall mean severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant's spouse, or a dependent (as described in Section 152(a) of the Code) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
For Post-2005 Deferrals, a change in the form of distribution shall be given effect by the Plan Committee only if the election to change the form of distribution (i) does not take effect until at least twelve (12) months after the date on which the Election Form is filed with the Plan Committee, (ii) the first payment with respect to such change in election is made is deferred for a period of not less than five (5) years after the date such payment would otherwise have been made, and (iii) the election change, if it refers to a Fixed Date Payout, must be made at least twelve (12) months prior to the date of such Fixed Date Payout would otherwise have been made.
For Pre-2005 Deferrals, the Change in Control Election provided in this Section 7 must be made in writing by the Participant and shall be effective only with respect to a Change in Control that occurs more than six (6) whole calendar months following the month in which the written Change in Control Election is provided to the Plan Committee by the Participant.
For Post-2005 deferrals, the Change in Control Election provided in this Section 7 must be made in writing by the Participant at the time the Participant files an Election Form with the Company.
For purposes of this Plan and any related Trust, the term Change in Control means any of the following events:
For Pre-2005 Deferrals:
For Post-2005 Deferrals:
Payments under this Section 7 shall be subject to the Deduction Limitation.
Each Participant shall have the right, at any time, to designate any person or persons as such Participant's beneficiary or beneficiaries (both primary and contingent). Each beneficiary designation shall become effective only when filed in writing with the Plan Committee during the Participant's lifetime on a form provided by the Plan Committee.
The filing of a new beneficiary designation form will cancel all beneficiary designations previously filed pursuant to the Plan. The spouse of a married Participant domiciled in a community property jurisdiction shall sign any designation of beneficiary or beneficiaries other than the spouse and have that designation notarized.
If any distribution is due to a beneficiary and that beneficiary dies before receiving the distribution, such distribution shall be paid to the estate of that beneficiary.
Siebel Systems, Inc.
Attn: Sherri Hoff
2207 Bridgepointe Parkway
San Mateo, CA 94404
This notice of denial will be given to the applicant within ninety (90) days after the Plan Administrator receives the application, unless special circumstances require an extension of time; in which case the Plan Administrator has up to an additional ninety (90) days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial ninety (90) day period.
This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the application.
Siebel Systems, Inc.
Attn: Sherri Hoff
2207 Bridgepointe Parkway
San Mateo, CA 94404
A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The applicant (or his or her representative) shall have the opportunity to submit (or the Plan Administrator may require the applicant to submit) written comments, documents, records and other information relating to his or her claim. The applicant (or his or her representative) shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim. The review shall take into Account all comments, documents, records and other information submitted by the applicant (or his or her representative) relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
To the extent that any person acquires a right to receive payments from the Company hereunder such right shall be no greater than the right of an unsecured creditor of the Company. Rights to benefit payments under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or of the Participant's beneficiaries, except if the Plan Committee receives an acceptable domestic relations order with respect to a Participant's Account under the Plan. For this purpose, the term domestic relations order shall have the meaning given it in Section 414(p) of the Code. It is the intention of the Company that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA.
For each Plan Year in which an Annual Stock Award Amount is being withheld from a Participant, the Company shall withhold from that portion of a Participant's Base Pay or Incentive Pay that is not being deferred, in a manner determined by the Company, the Participant's share of federal or state employment taxes on such Annual Stock Award Amount. If necessary, the Plan Committee may reduce the Annual Stock Award Amount in order to comply with this Section 14.
By electing to make a deferral under this Plan, the Participant authorizes any required withholding from, at the Company's election, distributions of Stock, payroll and any other amounts payable to the Participant, and the Participant otherwise agrees to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or of a subsidiary, if any, which arise in connection with payments from this Plan. Unless the tax withholding obligations of the Company and/or any subsidiary are satisfied, the Company shall have no obligation to make distributions under this Plan.
The Board of Directors or the Compensation Committee may determine that a Participant shall no longer be a Participant in the Plan. If the Board of Directors or the Compensation Committee terminates a Participant's participation in the Plan, then the Board of Directors or the Compensation Committee also shall determine if such Participant's benefits shall be (i) paid to the Participant as soon as administratively feasible following such termination of participation to the extent such payment would meet the requirements of Section 6.I(iii) or (iv), or (ii) held in the Plan and paid in accordance with the most recent election of the Participant on file with the Plan Committee or its designee.
Notwithstanding the foregoing, if there is a Change in Control and the successor employer, by resolution of its board of directors, elects, within twelve (12) months following the Change in Control, not to continue to sponsor the Plan, then the Plan shall terminate and the Account balances, or remaining Account balances, of each Participant, whether such Participant is receiving installment payments or not, shall be paid to the Participant in a single lump sum payment. Such lump sum payment shall be made within sixty (60) days following the adoption of the resolutions of the board of directors of the successor employer not to continue to sponsor the Plan.
Executed on behalf of the Company, effective as of the date first written above.
Siebel Systems, Inc.
By: /s/Kenneth A. Goldman
Name: Kenneth A. Goldman
Title: SVP, Finance and Administration and Chief Financial Officer
APPENDIX A DISABILITY CLAIMS PROCEDURES
The following claim procedures shall apply only for disability benefits payable under the Plan. An Authorized Representative may act on a Participant's behalf in pursuing a benefit claim or appeal of an Adverse Benefit Determination.
If, prior to the end of the first thirty (30) day extension period, the Claims Administrator determines that, due to matters beyond the control of the Plan, a decision cannot be rendered within the first thirty (30) day extension period, the period for making a determination may be extended for an additional thirty (30) days. Such additional extension is permitted only if (i) the Claims Administrator notifies the Claimant, prior to the end of the first thirty (30) day extension, of the circumstances requiring the second thirty (30) day extension and (ii) the Claims Administrator notifies the Claimant of the date the Plan expects to render the decision.
Any notice of extension will explain the standards on which the Claimant's entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve these issues. A Claimant will be given at least forty- five (45) days to provide the requested information.
Any notice of Adverse Benefit Determination will set forth, in a manner calculated to be understood by the Claimant:
During the one hundred eighty (180) day period, the Claimant may:
The Review Panel shall consist of one or more individuals who are neither the individuals who made the initial Adverse Benefit Determination, nor the subordinate of any of such individuals. The review of the Claimant's appeal will not give deference to the initial Adverse Benefit Determination. The review will take into account all comments, documents, records, and other information that the Claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
In deciding the appeal of an Adverse Benefit Determination that is based in whole or in part on a medical judgment, the Review Panel will consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment. Such health care professional must be an individual who is neither the individual who was consulted in connection with the initial Adverse Benefit Determination, nor the subordinate of such individual.
The Review Panel will provide the Claimant with the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the Claimant's Adverse Benefit Determination, without regard to whether the advice was relied upon in making the benefit determination.
If the Claims Administrator determines that an extension is required, the Claims Administrator will provide the Claimant written notice of the extension before the end of the initial forty-five (45) day period. The extension notice will describe the special circumstances requiring the extension and the date by which the Plan expects to make a decision on the Claimant's appeal.
In the case of an Adverse Benefit Determination, the notification will set forth, in a manner calculated to be understood by the Claimant: