exv4w5
Exhibit 4.5
HUNTINGTON INGALLS INDUSTRIES SAVINGS PLAN
Effective as of March 31, 2011
TABLE OF CONTENTS
|
|
|
|
|
ARTICLE 1 INTRODUCTION |
|
|
1 |
|
Section 1.01 Introduction |
|
|
1 |
|
Section 1.02 Spin-Off |
|
|
1 |
|
Section 1.03 Transfer of Assets and Liabilities, Service Credit |
|
|
1 |
|
Section 1.04 Plan Mergers |
|
|
1 |
|
|
|
|
|
|
ARTICLE 2 DEFINITIONS |
|
|
5 |
|
Section 2.01 Account |
|
|
5 |
|
Section 2.02 Active Participant |
|
|
5 |
|
Section 2.03 Affiliated Companies |
|
|
5 |
|
Section 2.04 After-Tax Contributions |
|
|
5 |
|
Section 2.05 Annuity Starting Date |
|
|
5 |
|
Section 2.06 Basic Contributions |
|
|
5 |
|
Section 2.07 Board |
|
|
5 |
|
Section 2.08 Break in Service Period |
|
|
5 |
|
Section 2.09 Catch-Up Contributions |
|
|
6 |
|
Section 2.10 Code |
|
|
6 |
|
Section 2.11 Committee |
|
|
6 |
|
Section 2.12 Company |
|
|
6 |
|
Section 2.13 Company Matching Contributions |
|
|
6 |
|
Section 2.14 Company Profit Sharing Contributions |
|
|
6 |
|
Section 2.15 Compensation |
|
|
6 |
|
Section 2.16 Compensation Committee |
|
|
6 |
|
Section 2.17 Disabled |
|
|
6 |
|
Section 2.18 Disqualified Person |
|
|
6 |
|
Section 2.19 Dividends |
|
|
6 |
|
Section 2.20 Eligible Employee |
|
|
6 |
|
Section 2.21 Employee |
|
|
6 |
|
Section 2.22 Employer |
|
|
7 |
|
Section 2.23 ERISA |
|
|
7 |
|
Section 2.24 ESOP |
|
|
7 |
|
Section 2.25 ESOP Account |
|
|
7 |
|
Section 2.26 5%-Owner |
|
|
7 |
|
Section 2.27 Forfeiture |
|
|
7 |
|
Section 2.28 Highly Compensated Participant |
|
|
7 |
|
Section 2.29 Huntington Ingalls Industries Fund |
|
|
7 |
|
Section 2.30 Inactive Participant |
|
|
7 |
|
Section 2.31 Investment Committee |
|
|
7 |
|
Section 2.32 Investment Manager |
|
|
7 |
|
Section 2.33 IRS |
|
|
7 |
|
Section 2.34 Leased Employee |
|
|
7 |
|
Section 2.35 Leave of Absence |
|
|
8 |
|
Section 2.36 Mandatory Commencement Date |
|
|
8 |
|
Section 2.37 Merged Plans |
|
|
8 |
|
i
|
|
|
|
|
Section 2.38 Northrop Grumman Fund |
|
|
8 |
|
Section 2.39 Participant |
|
|
8 |
|
Section 2.40 Period of Service |
|
|
8 |
|
Section 2.41 Plan |
|
|
9 |
|
Section 2.42 Plan Year |
|
|
9 |
|
Section 2.43 Qualifying Securities |
|
|
9 |
|
Section 2.44 Retirement Account Contributions |
|
|
9 |
|
Section 2.45 Roth Catch-Up Contributions |
|
|
9 |
|
Section 2.46 Roth Contributions |
|
|
9 |
|
Section 2.47 Service Contract Act Employee |
|
|
9 |
|
Section 2.48 Special Contribution |
|
|
9 |
|
Section 2.49 Spin-Off |
|
|
9 |
|
Section 2.50 Supplemental Contributions |
|
|
10 |
|
Section 2.51 Suspense Account |
|
|
10 |
|
Section 2.52 Tax-Deferred Contributions |
|
|
10 |
|
Section 2.53 Termination of Employment |
|
|
10 |
|
Section 2.54 Trust or Trust Fund |
|
|
10 |
|
Section 2.55 Trust Agreement |
|
|
10 |
|
Section 2.56 Trustee |
|
|
10 |
|
Section 2.57 Year of Service |
|
|
10 |
|
|
|
|
|
|
ARTICLE 3 ELIGIBLE EMPLOYEES |
|
|
11 |
|
Section 3.01 In General |
|
|
11 |
|
Section 3.02 Eligible Employees |
|
|
11 |
|
Section 3.03 Leased Employees |
|
|
11 |
|
Section 3.04 Participants in Other Plans |
|
|
11 |
|
|
|
|
|
|
ARTICLE 4 PARTICIPATION |
|
|
12 |
|
Section 4.01 In General |
|
|
12 |
|
Section 4.02 Transfers To Ineligible Positions |
|
|
12 |
|
Section 4.03 Ineligible Positions |
|
|
12 |
|
Section 4.04 Leaves of Absence |
|
|
12 |
|
Section 4.05 Leased Employees |
|
|
12 |
|
Section 4.06 Sub-Plans |
|
|
12 |
|
Section 4.07 Committee Rules for Participation |
|
|
12 |
|
|
|
|
|
|
ARTICLE 5 CONTRIBUTIONS |
|
|
14 |
|
Section 5.01 Compensation. |
|
|
14 |
|
Section 5.02 Compensation Limit |
|
|
14 |
|
Section 5.03 Basic Contributions |
|
|
14 |
|
Section 5.04 Supplemental Contributions |
|
|
14 |
|
Section 5.05 Company Matching Contributions |
|
|
15 |
|
Section 5.06 Company Profit Sharing Contributions |
|
|
15 |
|
Section 5.07 Contribution Levels |
|
|
16 |
|
Section 5.08 Contribution Elections |
|
|
16 |
|
Section 5.09 Elections for Transferring Employees |
|
|
17 |
|
Section 5.10 Changes In Participant Contributions |
|
|
17 |
|
ii
|
|
|
|
|
Section 5.11 Stopping Contributions |
|
|
17 |
|
Section 5.12 Rollover Contributions |
|
|
17 |
|
Section 5.13 Catch-Up Contributions |
|
|
19 |
|
Section 5.14 Retirement Account Contributions |
|
|
20 |
|
Section 5.15 Contributions for Certain Periods of Qualified Military Service |
|
|
21 |
|
Section 5.16 Committee Rules |
|
|
22 |
|
|
|
|
|
|
ARTICLE 6 LIMITATIONS ON CONTRIBUTIONS |
|
|
23 |
|
Section 6.01 In General |
|
|
23 |
|
Section 6.02 Dollar Limit on Participant Contributions |
|
|
23 |
|
Section 6.03 Limits on Highly Compensated Participants |
|
|
24 |
|
Section 6.04 Section 415 Limitations |
|
|
24 |
|
Section 6.05 Committee Authority |
|
|
24 |
|
|
|
|
|
|
ARTICLE 7 VESTING |
|
|
25 |
|
Section 7.01 In General |
|
|
25 |
|
Section 7.02 Vesting of Retirement Account Contributions |
|
|
25 |
|
Section 7.03 Forfeitures |
|
|
25 |
|
Section 7.04 Application of Forfeitures |
|
|
25 |
|
Section 7.05 Reinstatement of Forfeitures |
|
|
25 |
|
|
|
|
|
|
ARTICLE 8 ACCOUNTS |
|
|
26 |
|
Section 8.01 Participant Accounts |
|
|
26 |
|
Section 8.02 Valuation Of Accounts |
|
|
26 |
|
Section 8.03 Benefits Not Assignable |
|
|
27 |
|
|
|
|
|
|
ARTICLE 9 INVESTMENTS |
|
|
28 |
|
Section 9.01 In General |
|
|
28 |
|
Section 9.02 Northrop Grumman Fund |
|
|
28 |
|
Section 9.03 Investment Elections and Transfers |
|
|
29 |
|
Section 9.04 Committee Rules |
|
|
30 |
|
|
|
|
|
|
ARTICLE 10 POST-EMPLOYMENT AND AGE 70-1/2 DISTRIBUTIONS |
|
|
31 |
|
Section 10.01 In General |
|
|
31 |
|
Section 10.02 Termination, Layoff and Leave |
|
|
31 |
|
Section 10.03 Small Benefits |
|
|
31 |
|
Section 10.04 Age 70-1/2 Distributions |
|
|
31 |
|
Section 10.05 Immediate Rehires |
|
|
32 |
|
Section 10.06 Delaying Payment for Accounts Over $1,000 |
|
|
32 |
|
Section 10.07 Commencement of Benefits |
|
|
32 |
|
Section 10.08 Form of Distributions |
|
|
32 |
|
Section 10.09 Time of Election |
|
|
33 |
|
Section 10.10 Valuing Distributions |
|
|
33 |
|
Section 10.11 Committee Rules |
|
|
33 |
|
iii
|
|
|
|
|
ARTICLE 11 WITHDRAWALS |
|
|
34 |
|
Section 11.01 Eligibility for Withdrawals |
|
|
34 |
|
Section 11.02 Hardship Withdrawals |
|
|
34 |
|
Section 11.03 Age 59-1/2 Withdrawals |
|
|
36 |
|
Section 11.04 Other In-Service Withdrawals |
|
|
36 |
|
Section 11.05 Valuing Withdrawals |
|
|
36 |
|
Section 11.06 Minimum Withdrawals |
|
|
36 |
|
Section 11.07 Committee Rules |
|
|
36 |
|
Section 11.08 Military Reservist Distributions |
|
|
37 |
|
Section 11.09 Military Service Distributions |
|
|
37 |
|
Section 11.10 Restriction on Withdrawals for Officers |
|
|
37 |
|
|
|
|
|
|
ARTICLE 12 LOANS |
|
|
38 |
|
Section 12.01 In General |
|
|
38 |
|
Section 12.02 Former Employees |
|
|
38 |
|
Section 12.03 Transferred Plan Loans |
|
|
38 |
|
Section 12.04 Repayment Upon Death |
|
|
38 |
|
Section 12.05 Restriction on Loans for Officers |
|
|
38 |
|
|
|
|
|
|
ARTICLE 13 DEATH BENEFITS |
|
|
40 |
|
Section 13.01 In General |
|
|
40 |
|
Section 13.02 Method and Timing of Payment |
|
|
40 |
|
Section 13.03 Form of Distributions |
|
|
40 |
|
Section 13.04 Valuing Death Benefits |
|
|
40 |
|
Section 13.05 Survivor Benefits Related to Military Service |
|
|
40 |
|
Section 13.06 Committee Rules |
|
|
40 |
|
|
|
|
|
|
ARTICLE 14 BENEFICIARIES |
|
|
41 |
|
Section 14.01 In General |
|
|
41 |
|
Section 14.02 Married Participants |
|
|
41 |
|
Section 14.03 Determining Marital Status and Spouse |
|
|
41 |
|
Section 14.04 Spousal Consent |
|
|
41 |
|
Section 14.05 Explanation |
|
|
42 |
|
Section 14.06 Failure to Designate Beneficiary |
|
|
42 |
|
Section 14.07 Death of Beneficiary |
|
|
42 |
|
Section 14.08 Committee Rules |
|
|
42 |
|
|
|
|
|
|
ARTICLE 15 OTHER RULES ON DISTRIBUTIONS |
|
|
44 |
|
Section 15.01 Lost Payee |
|
|
44 |
|
Section 15.02 Disputes About Payee |
|
|
44 |
|
Section 15.03 Administrative Delays |
|
|
44 |
|
Section 15.04 Facility of Payment |
|
|
44 |
|
Section 15.05 Incorrect Payment of Benefits |
|
|
44 |
|
Section 15.06 Direct Rollover |
|
|
45 |
|
Section 15.07 Annuity Starting Date |
|
|
46 |
|
Section 15.08 Top Heavy Rules |
|
|
46 |
|
Section 15.09 Claims and Issues |
|
|
46 |
|
iv
|
|
|
|
|
Section 15.10 Annuity Form of Distribution |
|
|
47 |
|
|
|
|
|
|
ARTICLE 16 ADMINISTRATION |
|
|
48 |
|
Section 16.01 In General |
|
|
48 |
|
Section 16.02 The Committee |
|
|
48 |
|
Section 16.03 Resignation of Committee Members |
|
|
48 |
|
Section 16.04 Conduct of Business |
|
|
48 |
|
Section 16.05 Quorum |
|
|
48 |
|
Section 16.06 Voting |
|
|
48 |
|
Section 16.07 Records and Reports of the Committee |
|
|
48 |
|
Section 16.08 Powers of the Committee |
|
|
48 |
|
Section 16.09 Allocation or Delegation of Duties and Responsibilities |
|
|
49 |
|
Section 16.10 Procedure for the Allocation or Delegation of Fiduciary Duties |
|
|
50 |
|
Section 16.11 Expenses of the Plan |
|
|
50 |
|
Section 16.12 Indemnification |
|
|
51 |
|
Section 16.13 Extensions of Time Periods |
|
|
51 |
|
Section 16.14 Corrections Involving Participant Direction |
|
|
51 |
|
Section 16.15 Claims and Appeals; Time Limitations; Exhaustion of Remedies |
|
|
51 |
|
Section 16.16 Qualified Domestic Relations Orders |
|
|
51 |
|
|
|
|
|
|
ARTICLE 17 MANAGEMENT OF FUNDS |
|
|
52 |
|
Section 17.01 The Trust |
|
|
52 |
|
Section 17.02 The Trustee |
|
|
52 |
|
Section 17.03 Trust Agreement |
|
|
52 |
|
Section 17.04 Huntington Ingalls Industries, Inc. Stock |
|
|
52 |
|
Section 17.05 The Investment Committee |
|
|
52 |
|
Section 17.06 Alternate Members |
|
|
52 |
|
Section 17.07 Actions by the Investment Committee |
|
|
53 |
|
Section 17.08 Investment Responsibilities |
|
|
53 |
|
Section 17.09 Liability and Indemnity |
|
|
53 |
|
|
|
|
|
|
ARTICLE 18 AMENDMENT AND TERMINATION |
|
|
55 |
|
Section 18.01 Right to Amend the Plan |
|
|
55 |
|
Section 18.02 Termination or Reduction |
|
|
55 |
|
Section 18.03 Partial Terminations |
|
|
55 |
|
|
|
|
|
|
ARTICLE 19 MERGERS |
|
|
56 |
|
Section 19.01 Merger of Plans |
|
|
56 |
|
|
|
|
|
|
ARTICLE 20 RETURN OF CONTRIBUTIONS |
|
|
57 |
|
Section 20.01 In General |
|
|
57 |
|
Section 20.02 Exceptions |
|
|
57 |
|
v
|
|
|
|
|
ARTICLE 21 MISCELLANEOUS |
|
|
58 |
|
Section 21.01 Headings |
|
|
58 |
|
Section 21.02 Construction |
|
|
58 |
|
Section 21.03 No Employment Rights |
|
|
58 |
|
Section 21.04 Limitation to Trust Fund |
|
|
58 |
|
Section 21.05 Separability |
|
|
58 |
|
|
|
|
|
|
APPENDIX A SECTION 415 LIMITS |
|
|
60 |
|
Section A.01 In General |
|
|
60 |
|
Section A.02 Reductions Among Defined Contribution Plans |
|
|
60 |
|
Section A.03 Compensation |
|
|
60 |
|
Section A.04 Annual Additions |
|
|
60 |
|
Section A.05 Limitation Year |
|
|
61 |
|
Section A.06 Special Aggregation Group |
|
|
61 |
|
|
|
|
|
|
APPENDIX B TOP HEAVY PROVISIONS |
|
|
62 |
|
Section B.01 Generally |
|
|
62 |
|
Section B.02 Eligibility for Required Contributions |
|
|
62 |
|
Section B.03 Required Contribution |
|
|
62 |
|
Section B.04 Top-Heavy Minimum |
|
|
62 |
|
Section B.05 Participants Under Defined Benefit Plans |
|
|
63 |
|
Section B.06 Leased Employees |
|
|
64 |
|
Section B.07 Determination of Top Heaviness |
|
|
64 |
|
Section B.08 Calculation of Top-Heavy Ratios |
|
|
64 |
|
Section B.09 Cumulative Accounts and Cumulative Accrued Benefits |
|
|
64 |
|
Section B.10 Other Definitions |
|
|
66 |
|
Section B.11 Affiliated Companies |
|
|
66 |
|
Section B.12 Aggregation Group |
|
|
67 |
|
Section B.13 Compensation |
|
|
67 |
|
Section B.14 Determination Date |
|
|
67 |
|
Section B.15 Hour of Service |
|
|
67 |
|
Section B.16 Key Employee |
|
|
68 |
|
Section B.17 Limitation Year |
|
|
69 |
|
Section B.18 Nonintegrated |
|
|
69 |
|
Section B.19 Special Member |
|
|
69 |
|
Section B.20 Test Period |
|
|
69 |
|
|
|
|
|
|
APPENDIX C THE 401(K) AND 401(M) TESTS |
|
|
70 |
|
Section C.01 In General |
|
|
70 |
|
Section C.02 The 401(k) Test |
|
|
70 |
|
Section C.03 K Percentage |
|
|
70 |
|
Section C.04 401(k) Limit |
|
|
71 |
|
Section C.05 Highly Compensated Individual K Percentage Limit |
|
|
72 |
|
Section C.06 Excess Tax-Deferred Contributions |
|
|
72 |
|
Section C.07 Treatment of Excess Tax-Deferred Contributions and/or
Roth Contributions |
|
|
72 |
|
vi
|
|
|
|
|
Section C.08 The 401(m) Test |
|
|
73 |
|
Section C.09 A&C Percentage |
|
|
73 |
|
Section C.10 Highly Compensated Group Contribution Limit |
|
|
75 |
|
Section C.11 Highly Compensated Individual A&C Limit |
|
|
75 |
|
Section C.12 Excess A&C Contributions |
|
|
76 |
|
Section C.13 Treatment of Excess A&C Contributions |
|
|
76 |
|
Section C.14 Reductions During the Year |
|
|
77 |
|
Section C.15 Unmatched Company Contributions |
|
|
77 |
|
Section C.16 Employee Stock Ownership Plan |
|
|
77 |
|
Section C.17 Compensation |
|
|
77 |
|
|
|
|
|
|
APPENDIX D HIGHLY COMPENSATED PARTICIPANTS |
|
|
78 |
|
Section D.01 In General |
|
|
78 |
|
Section D.02 Highly Compensated Participant |
|
|
78 |
|
Section D.03 5%-Owner Test |
|
|
78 |
|
Section D.04 Preceding Plan Year Compensation Test |
|
|
78 |
|
Section D.05 5%-Owner |
|
|
78 |
|
Section D.06 Nonresident Aliens |
|
|
78 |
|
Section D.07 Compensation |
|
|
78 |
|
|
|
|
|
|
APPENDIX E MERGED MONEY PURCHASE ACCOUNTS |
|
|
80 |
|
|
|
|
|
|
ARTICLE E1 IN GENERAL |
|
|
80 |
|
Section E1.01 Covered Accounts |
|
|
80 |
|
Section E1.02 Other Provisions Applicable |
|
|
81 |
|
|
|
|
|
|
ARTICLE E2 DEFINITIONS |
|
|
82 |
|
Section E2.01 In General |
|
|
82 |
|
|
|
|
|
|
ARTICLE E3 IN-SERVICE WITHDRAWALS |
|
|
83 |
|
Section E3.01 In General |
|
|
83 |
|
Section E3.02 TASC Plan Money Purchase Contributions |
|
|
83 |
|
Section E3.03 Committee Rules |
|
|
83 |
|
|
|
|
|
|
ARTICLE E4 DISTRIBUTIONS |
|
|
84 |
|
Section E4.01 In General |
|
|
84 |
|
Section E4.02 Small Benefits |
|
|
84 |
|
Section E4.03 Lump Sums |
|
|
84 |
|
Section E4.04 Married Participants |
|
|
84 |
|
Section E4.05 Unmarried Participants |
|
|
84 |
|
Section E4.06 Joint And Survivor Option |
|
|
84 |
|
Section E4.07 Life Annuity Option |
|
|
84 |
|
Section E4.08 Determining Marital Status and Spouse |
|
|
84 |
|
Section E4.09 Spousal Consent |
|
|
84 |
|
Section E4.10 Explanation |
|
|
85 |
|
Section E4.11 Deferral of Commencement |
|
|
85 |
|
Section E4.12 Minimum Distribution Requirements |
|
|
85 |
|
vii
|
|
|
|
|
Section E4.13 Committee Rules |
|
|
87 |
|
|
|
|
|
|
ARTICLE E5 DEATH BENEFITS |
|
|
88 |
|
Section E5.01 In General |
|
|
88 |
|
Section E5.02 Small Benefits |
|
|
88 |
|
Section E5.03 Married Participants |
|
|
88 |
|
Section E5.04 Nonspouse Beneficiaries |
|
|
88 |
|
Section E5.05 Spouse Beneficiaries |
|
|
88 |
|
Section E5.06 Commencement |
|
|
88 |
|
Section E5.07 Determining Marital Status and Spouse |
|
|
89 |
|
Section E5.08 Beneficiaries |
|
|
89 |
|
Section E5.09 Valuing Death Benefits |
|
|
89 |
|
Section E5.10 Minimum Distribution Requirements |
|
|
89 |
|
Section E5.11 Committee Rules |
|
|
90 |
|
|
|
|
|
|
ARTICLE E6 FORM OF PAYMENTS |
|
|
91 |
|
Section E6.01 In General |
|
|
91 |
|
|
|
|
|
|
APPENDIX F MERGED NON-MONEY PURCHASE PLAN ACCOUNTS |
|
|
92 |
|
|
|
|
|
|
ARTICLE F1 IN GENERAL |
|
|
92 |
|
Section F1.01 Covered Accounts |
|
|
92 |
|
Section F1.02 Other Provisions Applicable |
|
|
98 |
|
|
|
|
|
|
ARTICLE F2 DEFINITIONS |
|
|
99 |
|
Section F2.01 In General |
|
|
99 |
|
|
|
|
|
|
ARTICLE F3 IN-SERVICE WITHDRAWALS |
|
|
100 |
|
Section F3.01 In General |
|
|
100 |
|
Section F3.02 EIP and REIP Account Withdrawals |
|
|
100 |
|
Section F3.03 NGR&S and GPS Account Withdrawals |
|
|
100 |
|
Section F3.04 O&M and IAM Account Withdrawals |
|
|
100 |
|
Section F3.05 GSSC PSP Account Withdrawals |
|
|
100 |
|
Section F3.06 CAD Account Withdrawals |
|
|
101 |
|
Section F3.07 Logicon Account Withdrawals |
|
|
101 |
|
Section F3.08 INRI Account Withdrawals |
|
|
101 |
|
Section F3.09 ISA Hourly Account Withdrawals |
|
|
101 |
|
Section F3.10 Naval Plan Account Withdrawals |
|
|
102 |
|
Section F3.11 Geodynamics Plan Account Withdrawals |
|
|
102 |
|
Section F3.12 Xetron RISP Account Withdrawals |
|
|
102 |
|
Section F3.13 TASC Plan Account Withdrawals |
|
|
102 |
|
Section F3.14 TSC Plan Account Withdrawals |
|
|
102 |
|
Section F3.15 S & MS Account Withdrawals |
|
|
102 |
|
Section F3.16 Xontech Account Withdrawals |
|
|
103 |
|
|
|
|
|
|
ARTICLE F4 DISTRIBUTIONS |
|
|
104 |
|
Section F4.01 In General |
|
|
104 |
|
viii
|
|
|
|
|
Section F4.02 Small Benefits |
|
|
104 |
|
Section F4.03 Integic Corporation 401(k) Plan |
|
|
104 |
|
|
|
|
|
|
ARTICLE F5 DEATH BENEFITS |
|
|
105 |
|
Section F5.01 In General |
|
|
105 |
|
Section F5.02 Small Benefits |
|
|
105 |
|
|
|
|
|
|
ARTICLE F6 FORM OF PAYMENTS |
|
|
106 |
|
Section F6.01 In General |
|
|
106 |
|
|
|
|
|
|
APPENDIX G VETERANS REEMPLOYMENT RIGHTS |
|
|
107 |
|
Section G.01 In General |
|
|
107 |
|
Section G.02 Service Credit |
|
|
107 |
|
Section G.03 Make-Up Participant Contributions |
|
|
107 |
|
Section G.04 Make-Up Company Contributions. |
|
|
107 |
|
Section G.05 Qualified Veteran |
|
|
108 |
|
Section G.06 Qualified Military Service |
|
|
108 |
|
Section G.07 Maximum Make-Up Amount |
|
|
108 |
|
Section G.08 Make-Up Period |
|
|
108 |
|
|
|
|
|
|
APPENDIX H EMPLOYEE STOCK OWNERSHIP PLAN |
|
|
109 |
|
|
|
|
|
|
ARTICLE H1 GENERAL PROVISIONS |
|
|
109 |
|
Section H1.01 Single Plan |
|
|
109 |
|
Section H1.02 Application of Savings Plan Provisions |
|
|
109 |
|
Section H1.03 Form of Contributions |
|
|
109 |
|
Section H1.04 Vesting |
|
|
109 |
|
Section H1.05 Forfeitures |
|
|
109 |
|
Section H1.06 Section 415 Limitations |
|
|
109 |
|
|
|
|
|
|
ARTICLE H2 LOAN REQUIREMENTS |
|
|
110 |
|
Section H2.01 In General |
|
|
110 |
|
Section H2.02 Use of Loan Proceeds |
|
|
110 |
|
Section H2.03 Price of Securities |
|
|
110 |
|
Section H2.04 Suspense Account |
|
|
110 |
|
Section H2.05 Restrictions on Securities |
|
|
110 |
|
Section H2.06 Liability and Collateral |
|
|
110 |
|
Section H2.07 Release of Collateral |
|
|
111 |
|
Section H2.08 Payments |
|
|
111 |
|
Section H2.09 Separate Accounting |
|
|
111 |
|
Section H2.10 Default |
|
|
111 |
|
Section H2.11 Interest Rate |
|
|
111 |
|
Section H2.12 Loan Term |
|
|
111 |
|
|
|
|
|
|
ARTICLE H3 LOAN REPAYMENTS |
|
|
112 |
|
Section H3.01 Ordering Rule |
|
|
112 |
|
Section H3.02 Special Contributions |
|
|
112 |
|
ix
|
|
|
|
|
Section H3.03 Use of Qualifying Securities |
|
|
112 |
|
|
|
|
|
|
ARTICLE H4 SUSPENSE ACCOUNT |
|
|
113 |
|
Section H4.01 Application |
|
|
113 |
|
Section H4.02 Suspense Account |
|
|
113 |
|
Section H4.03 Income |
|
|
113 |
|
Section H4.04 Rights to Suspense Account Amounts |
|
|
113 |
|
Section H4.05 General Rule for Release from Suspense |
|
|
113 |
|
Section H4.06 Special Election |
|
|
113 |
|
|
|
|
|
|
ARTICLE H5 COMPANY CONTRIBUTIONS |
|
|
115 |
|
Section H5.01 Special Company Contributions |
|
|
115 |
|
Section H5.02 Allocation of Special Contributions |
|
|
115 |
|
Section H5.03 Section 415 Limitations |
|
|
115 |
|
|
|
|
|
|
ARTICLE H6 DIVIDENDS |
|
|
116 |
|
Section H6.01 In General |
|
|
116 |
|
Section H6.02 Allocation of Dividends |
|
|
116 |
|
Section H6.03 Loan Repayments |
|
|
116 |
|
Section H6.04 Excess Dividends |
|
|
116 |
|
Section H6.05 Conditioned on Deductibility |
|
|
116 |
|
Section H6.06 Direct Distribution of Dividends |
|
|
116 |
|
Section H6.07 Meaning of Participant |
|
|
117 |
|
|
|
|
|
|
ARTICLE H7 ALLOCATIONS OF SUSPENSE ACCOUNT AMOUNTS |
|
|
118 |
|
Section H7.01 In General |
|
|
118 |
|
Section H7.02 Release from Suspense Account |
|
|
118 |
|
Section H7.03 Allocation of Amounts Attributable to Special Contributions |
|
|
119 |
|
Section H7.04 Release of Collateral |
|
|
119 |
|
Section H7.05 Section 415 Limits |
|
|
119 |
|
|
|
|
|
|
ARTICLE H8 VOTING RIGHTS AND TENDER OFFERS |
|
|
120 |
|
Section H8.01 In General |
|
|
120 |
|
Section H8.02 Voting of Qualifying Securities |
|
|
120 |
|
Section H8.03 Tender Offers, etc |
|
|
121 |
|
|
|
|
|
|
ARTICLE H9 INVESTMENTS |
|
|
125 |
|
Section H9.01 Huntington Ingalls Industries Fund |
|
|
125 |
|
Section H9.02 Primary Investment |
|
|
125 |
|
|
|
|
|
|
ARTICLE H10 DIVERSIFICATION |
|
|
126 |
|
Section H10.01 In General |
|
|
126 |
|
Section H10.02 Eligibility |
|
|
126 |
|
Section H10.03 Diversification Election |
|
|
126 |
|
Section H10.04 Timing of Election |
|
|
126 |
|
x
|
|
|
|
|
ARTICLE H11 DISTRIBUTIONS |
|
|
127 |
|
Section H11.01 Application |
|
|
127 |
|
Section H11.02 Timing of Distributions |
|
|
127 |
|
Section H11.03 Exception for Financed Securities |
|
|
127 |
|
Section H11.04 Form of Distributions |
|
|
127 |
|
Section H11.05 Condition of Distributions |
|
|
127 |
|
|
|
|
|
|
ARTICLE H12 TERMINATION |
|
|
128 |
|
Section H12.01 Termination |
|
|
128 |
|
|
|
|
|
|
APPENDIX I HUNTINGTON INGALLS INDUSTRIES TRANSFER PROVISIONS |
|
|
129 |
|
|
|
|
|
|
ARTICLE I1 APPLICATION AND DEFINITIONS |
|
|
129 |
|
Section I1.01 Application |
|
|
129 |
|
Section I1.02 Definitions |
|
|
129 |
|
|
|
|
|
|
ARTICLE I2 TRANSFERS AND REHIRES |
|
|
130 |
|
Section I2.01 Service Credit |
|
|
130 |
|
Section I2.02 Former Employees |
|
|
130 |
|
Section I2.03 Continuation of Elections |
|
|
130 |
|
Section I2.04 Transfers to the Northrop Grumman Group |
|
|
130 |
|
|
|
|
|
|
ARTICLE I3 PLAN LIMITS AND NON-DISCRIMINATION TESTING |
|
|
131 |
|
Section I3.01 Code Section 401(a)(17) Limits |
|
|
131 |
|
Section I3.02 Code Section 415 Limits |
|
|
131 |
|
Section I3.03 Code Section 402(g) Limits |
|
|
131 |
|
Section I3.04 Non-Discrimination Testing |
|
|
131 |
|
|
|
|
|
|
EXHIBIT A COVERAGE PARTICIPATING EMPLOYERS |
|
|
132 |
|
xi
ARTICLE 1
Introduction
Section 1.01 Introduction. Effective as of March 31, 2011, Huntington Ingalls
Industries, Inc. (the Company) established the Huntington Ingalls Industries Savings Plan (the
Plan), a profit-sharing plan and stock bonus plan that includes an employee stock ownership plan
and provides for pre-tax and after-tax participant contributions and company matching and
profit-sharing contributions. The Plan is intended to be qualified under Section 401(a) and to
meet the requirements of Section 401(k) of the Internal Revenue Code of 1986, as amended, and is to
be interpreted and administered accordingly. The Plan also is intended to be an ERISA section
404(c) plan as described in ERISA Section 404(c) and the regulations thereunder. Plan language
concerning the requirements for tax-qualified plans under the Code or ERISA or the regulations
or rulings under the Code or ERISA is to be interpreted only to implement the statute,
regulation or ruling, unless Plan language explicitly and clearly provides additional rights or
benefits. The Plan is established and maintained by Huntington Ingalls Industries, Inc. under EIN
90-0607005.
Section 1.02 Spin-Off. In connection with Northrop Grumman Corporations (Northrop
Grumman) spin-off of its shipbuilding business, Northrop Grumman underwent an internal
reorganization and incorporated the Company on August 4, 2010 as an indirect subsidiary of Northrop
Grumman. The Company was spun-off effective March 31, 2011 (the Spin-Off) pursuant to a
Separation and Distribution Agreement, dated March 31, 2011. Effective as of the Spin-Off, the
Company is an independent, publicly traded corporation which owns and operates the shipbuilding
business previously owned and operated by Northrop Grumman (through its direct and indirect
subsidiaries). Prior to the Spin-Off, Northrop Grummans EIN was 95-4840775. After the Spin-Off,
Northrop Grummans EIN will be 80-0640649.
Section 1.03 Transfer of Assets and Liabilities, Service Credit. Coincident with the
Spin-Off and as described in that certain Employee Matters Agreement dated March 31, 2011, the
Company and its affiliates established a number of qualified defined contribution pension plans
that are substantially similar to those plans maintained by Northrop Grumman. Certain employees,
former employees and retirees identified as of the Spin-Off (HII Participants) had their account
balances under the Northrop Grumman Savings Plan transferred to this Plan. The assets and
liabilities attributable to these HII Participants are transferred to this Plan in accordance with
Code Section 414(l) and ERISA Section 208.
Section 1.04 Plan Mergers. The following plans have merged into this Plan or into the
Northrop Grumman Savings Plan prior to the Spin-Off, effective as of the dates provided in the
table below.
(a) Amounts merged into this Plan or into the Northrop Grumman Savings Plan prior to
the Spin-Off from the merged plans are governed by the terms of this Plan.
(b) Effective as of the dates below, Accounts are established for Employees who, before
the merger, had account balances under the Merged Plans. These Employees may not be Active
Participants under this Plan unless they become Active Participants by
virtue of being hired into a covered position with an Employer. So long as they remain
Employees of Affiliated Companies, Inactive Participants are able to change investment
options, borrow under Article 12, and make in-service withdrawals.
|
|
|
|
|
Merger Effective |
Name of Merged Plans |
|
Dates |
Employee Investment Plan of Grumman Corporation (including the
merger of the Grumman Corporation Employee Stock Ownership
Plan into the Northrop Grumman Corporation Employee Stock
Ownership Plan)
|
|
August 1, 1995 |
|
|
|
Northrop Grumman Retirement and Savings Plan
|
|
January 1, 1998 |
|
|
|
Grumman Technical Services, Inc. Aircraft Services Unit
(Operations and Maintenance) Capital Accumulation Plan,
including the Grumman Technical Services, Inc. 5% Capital
Accumulation Plan
|
|
April 1, 1998 |
|
|
|
Grumman Technical Services, Inc. Capital Accumulation and
Savings Plan for the Employees Represented by the
International Association of Machinists and Aerospace Workers,
AFL-CIO
|
|
April 1, 1998 |
|
|
|
Grumman Technical Services, Inc. Represented Employee
Investment Plan
|
|
April 1, 1998 |
|
|
|
Grumman Technical Services, Inc. Capital Accumulation Plan SPC
Represented Employees
|
|
April 1, 1998 |
|
|
|
Grumman St. Augustine Corporation Capital Accumulation Plan
|
|
April 1, 1998 |
|
|
|
Grumman Aerospace Corporation Electronics Systems Division
(Salisbury, Maryland Operations) Capital Accumulation Plan
|
|
April 1, 1998 |
|
|
|
Georgia Production Site Retirement and Savings Plan
|
|
April 1, 1998 |
|
|
|
Grumman Systems Support Corporation Money Purchase Pension
Plan, including frozen accounts from the former Grumman
Systems Support Corporation Employees Profit Sharing Plan
|
|
July 1, 1998 |
|
|
|
Northrop Grumman Commercial Aircraft Division Salaried Savings
and Investment Plan
|
|
September 1, 1999 |
|
|
|
Employee Salary Deferral Plan of Logicon, Inc.
|
|
July 28, 2000 |
|
|
|
Employees Profit Sharing Plan of Logicon, Inc., which includes
the Logicon R&D Associates Employees Profit Sharing Plan
|
|
July 28, 2000 |
|
|
|
Employees Profit Sharing Plan of Logicon Eagle Technology, Inc.
|
|
July 28, 2000 |
|
|
|
Logicon Syscon, Inc. Profit Sharing Plan
|
|
July 28, 2000 |
|
|
|
INRI 401(k) and Profit Sharing Plan
|
|
July 28, 2000 |
2
|
|
|
|
|
Merger Effective |
Name of Merged Plans |
|
Dates |
INRI Money Purchase Plan
|
|
July 28, 2000 |
|
|
|
Northrop Grumman Integrated Systems & Aerostructures (ISA)
Sector Represented Employee Savings and Investment Plan (only
for ISA Plan participants who (i) were Returned Business
Employees or (ii) were not Business Employees or Retired
Business Employees on the Closing Date or Applicable
Transfer Date, as the case may be, as defined in the June 9,
2000 Asset Purchase Agreement between Northrop Grumman
Corporation and VAC Acquisition
Corp. II)
|
|
December 15, 2000 |
|
|
|
Northrop Grumman Naval Systems Division Cleveland Facility
Salaried Employees 401(k) Savings Plan
|
|
February 23, 2001 |
|
|
|
Northrop Grumman Naval Systems Division Cleveland Facility
Hourly Employees 401(k) Savings Plan
|
|
February 23, 2001 |
|
|
|
Northrop Grumman Electronic Sensors & Systems Sector Savings
and Investment Plan
|
|
April 12, 2001 |
|
|
|
Employees Profit Sharing Plan of Logicon Geodynamics, Inc.
|
|
June 22, 2001 |
|
|
|
Data Procurement Corporation, Inc. 401(k) Retirement Plan
|
|
August 17, 2001 |
|
|
|
Page Communications Engineers, Inc. Employees Trust Fund
|
|
September 1, 2001 |
|
|
|
Northrop Grumman Norden Systems Employee Savings Plan
|
|
September 27, 2001 |
|
|
|
Xetron Corporation Money Purchase Pension Plan
|
|
September 27, 2001 |
|
|
|
Xetron Corporation Retirement Income/Savings Plan
|
|
September 27, 2001 |
|
|
|
Perceptics Corporation 401(k) Retirement Plan
|
|
September 27, 2002 |
|
|
|
Northrop Grumman Norden Systems Represented Employee Savings
Plan
|
|
October 17, 2002 |
|
|
|
TASC Profit Sharing and Savings Plan
|
|
March 28, 2003 |
|
|
|
TASC Services Corporation Employee Savings Plan
|
|
March 28, 2003 |
|
|
|
Newport News Shipbuilding, Inc. 401(k) Investment Plan for
Salaried Employees
|
|
January 1, 2004 |
|
|
|
Continental Maritime Employee Stock Ownership Plan
|
|
January 1, 2004 |
|
|
|
Northrop Grumman Electronic Systems Union Represented
Employees Savings and Investment Plan
|
|
October 22, 2004 |
|
|
|
Northrop Grumman Space & Mission Systems Corp. Savings Plan
|
|
December 10, 2004 |
3
|
|
|
|
|
Merger Effective |
Name of Merged Plans |
|
Dates |
Comptek Amherst Systems, Inc. 401(k) Plan
|
|
November 18, 2005 |
|
|
|
PRB Associates, Inc. 401(k) Plan
|
|
November 18, 2005 |
|
|
|
PRC Inc. Retirement Savings Program
|
|
December 1, 2007 |
|
|
|
Redstone Arsenal Retirement Savings Plan
|
|
March 31, 2008 |
|
|
|
Illgen Simulation Technologies, Inc. 401(k) Savings Plan
|
|
June 20, 2008 |
|
|
|
Northrop Grumman Mobile Access Software, Inc. 401(k) Plan
|
|
June 20, 2008 |
|
|
|
Xontech, Inc. Salary Savings and Profit Sharing Plan
|
|
October 16, 2008 |
|
|
|
Xinetics Inc. 401(k) Plan
|
|
November 4, 2008 |
|
|
|
Fibersense Technology Corporation 401(k) Plan
|
|
May 6, 2009 |
|
|
|
Integic Corporation 401(k) Plan
|
|
May 20, 2009 |
|
|
|
3001, Inc. 401(k) Plan
|
|
July 1, 2010 |
|
|
|
Comptek Research Retirement Savings Plan
|
|
July 8, 2010 |
|
|
|
Litton Marine Systems, Inc. 401(k) Savings Plan
|
|
July 15, 2010 |
4
ARTICLE 2
Definitions
Section 2.01 Account. The Account set up for each Participant. See Article 8.
Section 2.02 Active Participant. An Employee who is currently eligible to make or
receive contributions under the Plan.
Section 2.03 Affiliated Companies. Each entity that satisfies the conditions of any
of subsections (a) through (d), but only during such periods that such entity satisfies the
conditions of any of subsections (a) through (d):
(a) Any corporation that is included in a controlled group of corporations, within the
meaning of Code Section 414(b), that includes the Company;
(b) Any trade or business that is under common control with the Company within the
meaning of Code Section 414(c);
(c) Any member of an affiliated service group, within the meaning of Code Section
414(m), that includes the Company; and
(d) Any entity required to be included under Code Section 414(o).
Section 2.04 After-Tax Contributions. After-tax Participant contributions whether
Basic or Supplemental. See Sections 5.03 and 5.04.
Section 2.05 Annuity Starting Date. This term is defined in Section 15.07.
Section 2.06 Basic Contributions. Participant contributions whether After-Tax, Roth
or Tax-Deferred that are eligible for a Company Matching Contribution. See Section 5.03.
Section 2.07 Board. The Board of Directors of the Company.
Section 2.08 Break in Service Period. Break-in-Service Period shall mean a period of
severance of at least 12 consecutive months commencing on the day after the Employees Termination
of Employment or the day that marks the first anniversary of an absence due to disability,
vacation, leave, layoff or similar reason, and ending on the date the Employee recommences
employment with an Employer. For purposes of determining whether or not an Employee has incurred a
Break in Service Period, an Employees period of severance shall be deemed to commence on the
second anniversary of the Employees absence on account of:
(a) Absence by an individual by reason of the individuals pregnancy;
(b) Absence by an individual by reason of the birth of a child of the individual;
(c) Absence by an individual by reason of the placement of a child with the individual
in connection with the adoption of such child by the individual; or
5
(d) Absence by an individual for purposes of caring for such a child for a period
immediately following such birth or placement.
Solely for the purposes of determining whether an Employee has incurred a Break in Service Period,
the Employee shall be credited with service during a period of leave for the birth, adoption or
placement of a child, to care for a spouse or an immediate family member with a serious illness or
for the Employees own illness to the extent required by the Family and Medical Leave Act of 1993
and applicable regulations thereunder.
Section 2.09 Catch-Up Contributions. This term is defined in Section 5.13.
Section 2.10 Code. The Internal Revenue Code of 1986, as amended.
Section 2.11 Committee. The administrator of the Plan as described in Article 16 or
its delegate(s).
Section 2.12 Company. Huntington Ingalls Industries, Inc.
Section 2.13 Company Matching Contributions. Employer contributions that match
Participants Basic Contributions. See Section 5.05.
Section 2.14 Company Profit Sharing Contributions. Employer contributions under
Section 5.06 for which no Participant contributions are required.
Section 2.15 Compensation. This term is defined for most contribution purposes in
Section 5.01.
Section 2.16 Compensation Committee. The Compensation and Management Development
Committee of the Board.
Section 2.17 Disabled. Total disability as determined by the Social Security
Administration.
Section 2.18 Disqualified Person. A person who is a disqualified person within the
meaning of Code Section 4975(e)(2).
Section 2.19 Dividends. Dividends on Qualifying Securities whether held in the
Suspense Account or allocated to Participants ESOP Accounts.
Section 2.20 Eligible Employee. Any Employee who is eligible to participate in the
Plan in accordance with Article 3.
Section 2.21 Employee. An individual is an Employee only if he or she is reported on
the payroll records of an Affiliated Company as a common law employee. This term does not include
any other common law employee or any Leased Employee. In particular, it is expressly intended that
an individual not treated as a common law employee by the Affiliated Companies on their payroll
records is excluded from Plan participation even if a court or administrative agency determines
that the individual is a common law employee.
6
Section 2.22 Employer. The Company and any Affiliated Company that adopts the Plan
with the Boards permission.
Section 2.23 ERISA. The Employee Retirement Income Security Act of 1974, as amended.
Section 2.24 ESOP. The Huntington Ingalls Industries, Inc. Employee Stock Ownership Plan, a
part of the Huntington Ingalls Industries Savings Plan.
Section 2.25 ESOP Account. A subaccount of a Participants Account under the Plan to
account for allocations, earnings and distributions with respect to the Participant under the ESOP.
Section 2.26 5%-Owner. This term is defined in Section D.05.
Section 2.27 Forfeiture. The term Forfeiture shall refer to the nonvested portion of
a Participants account that is forfeited under Section 7.03 after the Participants Termination of
Employment.
Section 2.28 Highly Compensated Participant. This term is defined in Section D.02.
Section 2.29 Huntington Ingalls Industries Fund. This is described under the ESOP.
Section 2.30 Inactive Participant. A Participant who is not currently eligible to
make or receive contributions under the Plan. See Article 4.
Section 2.31 Investment Committee. The committee charged generally with investment
responsibility as described in Article 17.
Section 2.32 Investment Manager.
(a) An Investment Manager is:
(1) An Investment Manager as defined under ERISA; or
(2) The Investment Committee.
(b) An Investment Manager is a fiduciary under the Plan.
Section 2.33 IRS. The Internal Revenue Service, United States Department of the
Treasury.
Section 2.34 Leased Employee. Any individual who is not an Employee but provides
services to an Affiliated Company (or an Affiliated Company and related persons under Code
Section 414(n)(6)) on a substantially full-time basis for a period of at least one year, under an
agreement between an Affiliated Company and any other person and performed under the primary
direction or control of an Affiliated Company. In the event that any Leased Employee subsequently
becomes an Eligible Employee, then unless the Plan is otherwise excluded by applicable Treasury
Regulations from the requirements of Code Section 414(n), the total period
7
that such former Leased Employee provided services to the Company or an Affiliated Company
shall be treated under the Plan, for participation eligibility and vesting purposes as though he or
she had been an Employee of the Employer.
Section 2.35 Leave of Absence. An approved leave granted an Employee by an Affiliated
Company in accordance with applicable policies of the Affiliated Company for a temporary or
indefinite period after which it is expected that the Employee will return to employment with the
Affiliated Companies.
Section 2.36 Mandatory Commencement Date. The April 1 of the calendar year following
the year in which a Participant attains age 70-1/2.
Section 2.37 Merged Plans. The qualified retirement plans with accounts that have
merged into this Plan or that had been merged into the Northrop Grumman Savings Plan prior to March
31, 2011 to the extent assets attributable to those plans were transferred to this Plan. The
Merged Plans are listed in Section 1.04.
Section 2.38 Northrop Grumman Fund. The investment fund the sole purpose of which is
to invest in Northrop Grumman Corporation common stock, other than cash or short-term investments
necessary to fund participant transactions or to pay Plan expenses. The Northrop Grumman Fund will
be maintained under the Plan subject to the terms of Section 9.02 of the Plan.
Section 2.39 Participant. Any Employee or former Employee who has an account balance
under the Plan.
Section 2.40 Period of Service.
(a) In General. The term Period of Service refers to the period of time
beginning on the day the Employee commences employment with the Company or an Affiliated
Company and ending on the earlier of (1) Termination of Employment or (2) the day that marks
the first anniversary of an absence due to disability, vacation, leave, layoff or similar
reason (except, in the case of absence due to maternity or paternity leave, the second
anniversary of the date the individual is first absent). All individual Periods of Service
under the Plan shall be aggregated in determining an Employees total Period of Service.
(b) Periods of Severance Treated as Periods of Service. In determining a
Participants Period of Service, the following periods of severance shall be taken into
account:
(1) If an Employee severs from service by reason of a quit, discharge or
retirement and then recommences employment with an Employer within 12 months of the
Termination of Employment, the period of severance shall be taken into account;
(2) If an Employee severs from service by reason of a quit, discharge or
retirement during an absence from service of 12 months or less for any reason
8
other than a quit, discharge, retirement or death, and then recommences
employment with an Employer within 12 months of the date on which the Employee was
first absent from service, the period of severance shall be taken into account.
Section 2.41 Plan. The Huntington Ingalls Industries Savings Plan.
(a) For purposes of making and receiving contributions, the Plan consists of the
Sub-Plans identified in Exhibit A.
(b) For purposes of retaining distribution and withdrawal rights under plans that have
been merged into this Plan, several subaccounts are maintained as described in Article 8.
Section 2.42 Plan Year. The calendar year, except the initial Plan Year shall be the
period beginning on March 31, 2011 and ending on December 31, 2011.
Section 2.43 Qualifying Securities. Qualifying Securities means common stock issued
by the Company (or a corporation which is a member of the same controlled group) that is readily
tradable on an established securities market. The term controlled group of corporations has the
meaning given such term by Code Section 409(l)(4).
Section 2.44 Retirement Account Contributions. Employer contributions under Section
5.14 for which no Participant contributions are required.
Section 2.45 Roth Catch-Up Contributions. Roth Contributions made in accordance with
and subject to the limitations of Code Section 414(v) and the regulations issued under that Code
Section.
Section 2.46 Roth Contributions. After-tax salary deferrals contributions by
Participants under Code Section 402A from Compensation paid by an Employer whose payroll system
supports the processing of Roth Contributions, as determined by the Employer in its sole
discretion. If a Participant is transferred from employment with an Employer whose payroll system
supports the processing of Roth Contributions to employment with an Employer whose payroll system
does not support the processing of Roth Contributions, such Participants election to contribute
Roth Contributions, if any, shall become an election to contribute the same percentage of
Tax-Deferred Contributions, subject to the provisions of Article 6.
Section 2.47 Service Contract Act Employee. An Employee subject to the protections of
the Service Contract Act of 1965, as amended, 41 U.S.C. §§ 351-358.
Section 2.48 Special Contribution. A discretionary contribution made by the
Affiliated Companies in addition to any Company Matching Contributions.
Section 2.49 Spin-Off. This term is defined in Section 1.02.
9
Section 2.50 Supplemental Contributions. Participant contributions whether After-Tax,
Roth or Tax-Deferred that are not eligible for a Company Matching Contribution. See Section 5.04.
Section 2.51 Suspense Account. An account in the Trust Fund maintained by the Trustee
under the ESOP to hold unallocated Qualifying Securities acquired with the proceeds of a loan,
Dividends on such unallocated Qualifying Securities, earnings on such Dividends and any proceeds
from the disposition of such unallocated Qualifying Securities.
Section 2.52 Tax-Deferred Contributions. Pre-tax salary deferral contributions by
Participants under Code Section 401(k). See Sections 5.03 and 5.04.
Section 2.53 Termination of Employment. The term Termination of Employment shall
refer to the date an Employee ceases to be employed by the Company or an Affiliated Company because
he or she is discharged, quits or dies. If a Participant is no longer employed by the Company or
an Affiliated Company as a result of a sale, outsourcing of the Participants job function, or
similar transaction with an unrelated employer that constitutes a severance from employment, he or
she will be considered to have a Termination of Employment only to the extent, consistent with
Internal Revenue Service interpretations, as determined in the sole discretion of the Committee,
that the Plan would remain qualified under Code Sections 401(a) and 401(k) if the Participant was
treated as having a Termination of Employment.
Section 2.54 Trust or Trust Fund. The sum of the contributions made to the Plan and
held by the Trustee, increased by the amount of any earnings and decreased by the amount of any
losses, administrative expenses and benefit payments.
Section 2.55 Trust Agreement. The agreement or agreements described in Article 17.
Section 2.56 Trustee. The one or more trustees, banks, trust companies, insurers or
other individuals or entities that hold and manage the Trust Fund.
Section 2.57 Year of Service. The term Year of Service shall refer to each
twelve-month Period of Service.
10
ARTICLE 3
Eligible Employees
Section 3.01 In General. This Article describes Employees who are eligible to make
contributions to the Plan and to have contributions made for them by the Affiliated Companies.
Section 3.02 Eligible Employees. All Employees who are at least 18 years old are
Eligible Employees under the Plan, so long as they meet the requirements of (a) and either (b), (c)
or (d):
(a) An Employee covered under Exhibit A.
(b) A salaried Employee who is either a citizen or a legal resident of the United
States.
(c) An hourly-rated Employee who is either a citizen or a legal resident of the United
States.
(d) Other Employees allowed to participate by a written resolution of the Board.
Section 3.03 Leased Employees. Leased Employees are not eligible to make
contributions or to have contributions made for them by the Company under the Plan. However, the
Company elects to count Leased Employees as permitted by Treasury Regulation Section 1.414(q)-1T,
Q&A-7(b)(4).
Section 3.04 Participants in Other Plans. Employees are not covered by this Plan for
any Plan Year or portion of a Plan Year if they are actively participating under any other defined
contribution plan qualified under Code Section 401(a). Solely for purposes of this Section 3.04,
Employees are active participants in another defined contribution plan if they are generally
eligible to make or receive contributions under the plan. If an Employee could be covered by more
than one plan, some or all of which include this or a similar provision, the Committee will resolve
the discrepancy to allow eligibility for one plan only.
11
ARTICLE 4
Participation
Section 4.01 In General. All Eligible Employees will become Active Participants in
the Plan in accordance with this Article. Employees who are not Eligible Employees but had
accounts under the Northrop Grumman Savings Plan that were transferred to this Plan in connection
with the Spin-Off will become Inactive Participants in the Plan. Only Active Participants are
eligible for Company contributions under the Plan and to make contributions.
Section 4.02 Transfers To Ineligible Positions. An Eligible Employee who is
transferred to an ineligible position becomes an Inactive Participant and is no longer eligible to
receive or make contributions under the Plan. However, a transferred Employee has not terminated
employment for purposes of this Plan. So long as they remain Employees of the Affiliated
Companies, Inactive Participants may change investment options, borrow under Article 12, and make
in-service withdrawals.
Section 4.03 Ineligible Positions. Ineligible positions include all employment not
described in Exhibit A and positions outside of the United States if the Employee is not a citizen
of the United States.
Section 4.04 Leaves of Absence. An Eligible Employee on an unpaid Leave of Absence is
also an Inactive Participant and so is not eligible to receive or make contributions. Unless
expressly provided otherwise under the Plan, an Employee on paid (whether in full or at a reduced
rate) Leave of Absence has not terminated employment and is an Active Participant.
(a) If an Employee on a Leave of Absence fails to return to active employment with the
Affiliated Companies at the end of the approved leave, he or she is treated as terminating
employment at the end of the leave.
(b) Employees on Leaves of Absence, whether paid or unpaid, may change investment
options, borrow to the extent permitted under Article 12, and make in-service withdrawals.
Section 4.05 Leased Employees. Leased Employees may not participate in the Plan.
Section 4.06 Sub-Plans. Multiple contribution formulas apply under the Plan.
Sub-Plans are established to assign contribution formulas to each group of Participants. See
Article 5 and Exhibit A.
(a) An Eligible Employee may participate in no more than one of the Sub-Plans at any
one time.
(b) Contribution levels, including Company Matching Contributions and/or Company Profit
Sharing Contributions, are based upon a Participants Sub-Plan as described in Article 5.
Section 4.07 Committee Rules for Participation. The Committee may establish further
rules for starting, stopping, and restarting active participation in the Plan. The Committee may
12
change those rules at any time without advance notice to the Participants. Those rules may
involve procedures for recordkeeping, enrollment confirmation, payroll deduction, receiving and
processing participant transaction requests, procedures related to automatic enrollment, and other
matters.
13
ARTICLE 5
Contributions
Section 5.01 Compensation.
(a) Compensation is described in detail in the Standard Definitions and Procedures
for Certain Huntington Ingalls Industries, Inc. Retirement Plans, which the Committee or its
delegate may amend from time to time.
(b) For the Plan Year in which an Active Participant terminates employment with the
Affiliated Companies, Compensation includes only amounts paid before the end of the first
full calendar month following the calendar month of termination of employment.
Section 5.02 Compensation Limit. To the extent required by Code Section 401(a)(17),
compensation counted under this Plan will be limited in amount.
(a) This Section is only intended to implement Code Section 401(a)(17) and is to be
interpreted accordingly.
(b) Compensation may not exceed $245,000, as adjusted for cost-of-living increases in
accordance with Code Section 401(a)(17)(B).
(c) If Code Section 401(a)(17) is amended, any additional limitations on counted
compensation apply automatically, without further amendment to the Plan.
Section 5.03 Basic Contributions. Active Participants may make Basic Contributions in
accordance with this Section.
(a) Basic Contributions are eligible for a Company Matching Contribution.
(b) A Participants Basic Contributions may be made up of After-Tax Contributions,
Tax-Deferred Contributions, Roth Contributions, or any combination thereof.
(c) Article 6 may limit the amount of Basic Contributions a Participant may otherwise
make under this Section.
(d) The amount of Basic Contributions an Active Participant may make depends upon the
Sub-Plan to which he or she is assigned. The amount is the applicable percentage of
Compensation provided in the Basic Contributions column of the table in Section 5.07.
Section 5.04 Supplemental Contributions. Active Participants may make Supplemental
Contributions under the rules of this Section.
(a) Supplemental Contributions are not eligible for any Company Matching Contribution.
14
(b) A Participants Supplemental Contributions may be made up of After-Tax
Contributions, Tax-Deferred Contributions, Roth Contributions, or any combination thereof.
(c) Article 6 may limit the amount of Supplemental Contributions a Participant may
otherwise make under this Section.
(d) The amount of Supplemental Contributions an Active Participant may make depends
upon the Sub-Plan to which he or she is assigned. The amount is the applicable percentage
of Compensation provided in the Supplemental Contributions column of the table in Section
5.07.
Section 5.05 Company Matching Contributions. The Employers contribute matching
amounts based on Active Participants Basic Contributions under the rules of this Section.
(a) The match is calculated for each payroll date rather than annually and is credited
for the period for which the corresponding Basic Contribution is credited to the Plan.
(b) Article 6 may prevent the Employers from making any contribution or from making the
full contribution under this Section.
(c) The amount of Company Matching Contributions depends upon the Sub-Plan to which an
Active Participant is assigned. The amount is the applicable percentage of Basic
Contributions that the Active Participant makes, as provided in the Company Matching
Contributions column of the table in Section 5.07.
Section 5.06 Company Profit Sharing Contributions. The Employers make Company Profit
Sharing Contributions for certain Active Participants under the rules of this Section.
(a) The rules of Article 6 may prevent the Employers from making any contribution or
from making the full contribution under this Section.
(b) Company Profit Sharing Contributions are paid to the Trust for each Plan Year
within the time prescribed by law, including extensions of time, for filing the Companys
federal income tax return for the Plan Year. Contributions may be made at different times
by the Employers for different Employees.
(c) The amount of Company Profit Sharing Contributions depends upon the Sub-Plan to
which an Active Participant is assigned. The amount is the applicable percentage of
Compensation provided in the Company Profit Sharing Contributions column of the table in
Section 5.07.
15
Section 5.07 Contribution Levels. The following table provides the contribution
levels for Sections 5.03-5.06, based upon the Sub-Plan to which an Active Participant is assigned.
See Exhibit A for Sub-Plan assignments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
Sub- |
|
Basic |
|
Supplemental |
|
Company Matching |
|
Profit Sharing |
Plan |
|
Contributions |
|
Contributions |
|
Contributions |
|
Contributions |
A
|
|
0-8%
|
|
0-67%
(0-27% for HCEs*)
|
|
100% of first 2
percentage points
of Basic
Contributions
50% of next 2
percentage points
of Basic
Contributions
25% of next 4
percentage points
of Basic
Contributions
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
CC
|
|
0-4%
|
|
0-71%
(0-31% for HCEs)
|
|
100% of first 2
percentage points
of Basic
Contributions
50% of next 2
percentage points
of Basic
Contributions
|
|
|
0 |
% |
|
|
|
* |
|
HCEs means Employees who are Highly Compensated Participants for the Plan Year. |
Section 5.08 Contribution Elections.
(a) An Active Participant may elect to make contributions by filing an authorization
with the Committee. In the authorization, the Participant:
(1) Agrees to be bound by the terms of the Plan,
(2) Chooses the percentages of Compensation that he or she wishes to
contribute, and
(3) Authorizes the Employer to withhold his or her contributions from his or
her paychecks.
(b) If an Active Participant is hired or rehired and makes no affirmative election to
contribute to the Plan pursuant to Section 5.08(a) within a period of time after the Active
Participant is hired or rehired, as established by the Committee, then the Active
Participant shall be deemed to have initially elected a Tax-Deferred Contribution equal to
two percent (2%) of Compensation.
16
The Committee may provide further rules and procedures for these authorizations, which rules and
procedures may be changed at any time without advance notice to Participants.
Section 5.09 Elections for Transferring Employees. If an Employee transfers from an
ineligible position (see Section 4.03) to a position that makes him or her an Eligible Employee and
such Eligible Employee was previously a Participant in the Plan, his or her Basic Contribution and
Supplemental Contribution election at the time of his or her prior participation will be applied
under the Plan when he or she recommences participation in accordance with the rules and procedures
determined by the Committee. If an Employee transfers from an ineligible position to a position
that makes him or her an Eligible Employee and such transferring Employee was not previously a
Participant in the Plan, his or her contribution election shall be governed by Section 5.08.
Section 5.10 Changes In Participant Contributions.
(a) An Active Participant may change the amount of his or her contributions and select
a new percentage of contributions as often as permitted under rules established by the
Committee.
(b) The Committee may establish procedures whereby an Active Participant who is
automatically enrolled in the Plan pursuant to Section 5.08(b) and who makes no change to
his or her deemed election by a date established by the Committee shall be deemed to have
elected to increase his or her contribution percentage by a designated percentage until the
Active Participant reaches a designated maximum contribution.
(c) The Committee may establish the rules and procedures governing changes in
contributions, rules providing for when contribution changes become effective, through what
means an Active Participant may change the contribution percentage and procedures that allow
an Active Participant to make a single election that automatically escalates the Active
Participants contribution percentage. These rules and procedures may be changed at any
time without advance notice to Participants.
Section 5.11 Stopping Contributions. An Active Participant may stop making all
contributions under rules prescribed by the Committee.
(a) In order to resume making contributions, a Participant must elect to begin
contributions again in accordance with the rules and procedures of the Committee.
(b) The Committee may specify further rules and procedures for these changes, including
timing rules for when the contributions cease, which rules and procedures may be changed at
any time without advance notice to Participants.
Section 5.12 Rollover Contributions.
(a) Subject to (b), (c), (d) and (e), an Eligible Employee may contribute to the Plan
an eligible rollover distribution from an eligible retirement plan.
17
(1) An eligible rollover distribution is any distribution of all or any portion
of the balance to the credit of the Eligible Employee described in Code Section
402(c)(4) (including any distribution attributable to an Eligible Employees spouse
as described in Code Section 402(c)(9)), 403(b)(8) or 408(d)(3), 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 Eligible Employee or the joint lives (or joint life
expectancies) of the Eligible Employee and the Eligible Employees
designated beneficiary, or for a specified period of ten years or more;
(B) any distribution to the extent the distribution is required under
Code Section 401(a)(9); or
(C) any distribution made upon hardship of the Eligible Employee.
The term eligible rollover distribution includes after-tax money, but only to
the extent that money is transferred to the Plan in a direct trustee-to-trustee
transfer. The term eligible rollover distribution also includes a distribution of
a Roth amount only if it is a direct rollover from another Roth elective deferral
account under an applicable retirement plan described in Code Section 402A(e)(1) and
only to the extent the rollover is permitted in accordance with Code Section 402(c).
(2) An eligible retirement plan is:
(A) an individual retirement account described in Code Section 408(a),
including a Roth individual retirement account described in Code Section
408A;
(B) an individual retirement annuity described in Code Section 408(b)
(other than an endowment contract);
(C) an annuity plan described in Code Section 403(a);
(D) a qualified trust described in Code Section 401(a);
(E) an eligible deferred compensation plan described in Code Section
457(b) that is maintained by a state, political subdivision of a state, or
any agency or instrumentality of a state or political subdivision of a
state; or
(F) an annuity contract described in Code Section 403(b).
In addition, a Participant may contribute to the Plan an eligible rollover
distribution from any of the Northrop Grumman Electronic Systems Pension Plan,
18
Huntington Ingalls Industries Electronic Systems Union Represented Employees Pension
Plan, Huntington Ingalls Industries Space & Mission Systems Corp. Salaried Pension Plan or
Northrop Grumman Retirement Value Plan.
(b) The amounts rolled into the Plan will be allocated to a subaccount for rollover
contributions. In addition, if applicable, any Roth or other after-tax money rolled into
the Plan will be allocated to separate subaccounts for rollover contributions of after-tax
money.
(c) The option to make rollover contributions under (a) is available only in accordance
with procedures established by the Committee.
(d) The Committee may condition acceptance of a rollover contribution under (a) upon
its reasonable conclusion that the distributing plan is qualified. The Committee may, for
example, require written confirmation as described in Treasury Regulation Section
1.401(a)(31)-1, Q&A-13(b) or any successor guidance. The Committee may establish rules
concerning the acceptance of rollover contributions. These rules may be changed at any time
without advance notice to Eligible Employees or Participants.
(e) If an Eligible Employee makes a rollover contribution that the Committee later
determines does not qualify as an eligible rollover contribution, the Committee will
distribute to the Employee as soon as practicable the improper amount standing to the
Employees credit in the rollover contribution subaccount, valued as of the time of the
distribution.
(f) Rollovers may be withdrawn under Article 11 as though they were After-Tax
Contributions. In addition, any rollover amounts invested in the Huntington Ingalls
Industries Fund are subject to the distribution rules of the ESOP.
(g) Rollovers may be invested under the rules of Article 9 in the same manner as the
rest of the Participants Account.
Section 5.13 Catch-Up Contributions. In accordance with, and subject to the
limitations of Code Section 414(v) and the regulations issued under that section:
(a) All Employees who are eligible to make elective deferrals under the Plan and who
are projected to attain age 50 before the end of the calendar year (Catch-Up Eligible
Participants) may make an annual election to defer an amount in excess of the maximum
contribution level provided in Section 5.07 up to the limits under Code Section 414(v)
(Catch-Up Contributions), which shall be inclusive of any Roth Catch-Up Contributions.
(b) If a Catch-Up Eligible Participants elective deferrals exceed the otherwise
applicable limits on elective deferrals or annual additions of Code Section 401(a)(30) or
415(c), or of Plan Section 5.07, those deferrals shall be treated as Catch-Up Contributions.
19
Such Catch-Up Contributions shall be taken into account for purposes of Plan Section 5.05 (Matching
Contributions), but shall not be taken into account for purposes of Sections 6.02 (deferral
limitation) and 6.04 (Code Section 415 limitation). The Plan will not be treated as failing to
satisfy Code Sections 401(a)(4), 401(k)(3), 410(b), or 416, as applicable, because a Participant
makes Catch-Up Contributions.
Section 5.14 Retirement Account Contributions. The Employers shall make Retirement
Account Contributions for certain Active Participants under the rules of this Section.
(a) An Employee who was eligible for Retirement Account Contributions under the
Northrop Grumman Savings Plan as of March 31, 2011 shall be eligible for such contributions
under this Plan effective March 31, 2011 so long as he or she remains an Eligible Employee
and meets the following requirements: (1) satisfies the eligibility requirements contained
in Section 3.02, (2) is employed in a Cash Balance Participating Business Unit (as
determined under Section 4.02 of the Huntington Ingalls Industries, Inc. Cash Balance
Program), and (3) is not eligible to participate in a defined benefit plan maintained by the
Company or any Affiliated Company.
Employees hired or rehired by an Employer on or after March 31, 2011 who (1) satisfy
the eligibility requirements contained in Section 3.02, (2) are employed in a Cash Balance
Participating Business Unit (as determined under Article 4 of the Standard Definitions and
Procedures for Certain Huntington Ingalls Industries, Inc. Retirement Plans), and (3) are
not eligible to participate in a defined benefit plan maintained by the Company or any
Affiliated Company shall be eligible to receive a Retirement Account Contribution pursuant
to this Section 5.14.
Employees hired or rehired on or after March 31, 2011 by an Affiliated Company that is
not an Employer who (1) subsequently transfer to employment with an Employer that is a Cash
Balance Participating Business Unit (as determined under Section 4.02 of the Huntington
Ingalls Industries, Inc. Cash Balance Program, (2) satisfy the eligibility requirements
contained in Section 3.02 after such transfer, and (3) are not eligible to participate in a
defined benefit plan maintained by the Company or any Affiliated Company shall be eligible
to receive a Retirement Account Contribution pursuant to this Section 5.14.
(b) Retirement Account Contributions are calculated and credited for each payroll date
rather than annually, and are paid to the Trust for each Plan Year within the time
prescribed by law, including extensions of time, for filing the Companys federal income tax
return for the Plan Year.
(c) The rules of Article 6 may prevent the Employers from making any contribution or
from making the full contribution under this Section.
(d) Participants who satisfy the eligibility in subsection (a) above shall be credited
with a Retirement Account Contribution each pay period in an amount determined as a
percentage of Compensation for such pay period in accordance with the following table:
20
|
|
|
|
|
Participants Age |
|
Percentage of Compensation |
Less than 35 |
|
|
3 |
% |
35-49 |
|
|
4 |
% |
50 or older |
|
|
5 |
% |
A Participants age shall be determined as of December 31 of the applicable Plan Year.
(e) Notwithstanding the provisions of subsection (a) above, no Active Participant who
accrues a benefit under the Companys Officers Supplemental Executive Retirement Plan II for
a Plan Year shall be eligible for Retirement Account Contributions for that Plan Year.
Section 5.15 Contributions for Certain Periods of Qualified Military Service. This
Section 5.15 shall apply with respect to a Participant who becomes Disabled or dies during a period
of qualified military service, as determined under Code Section 414(u). The Company shall make a
Company Matching Contribution, a Company Profit Sharing Contribution and a Retirement Account
Contribution, as applicable, on behalf of the Participant to the extent that such contributions
would have been made under the terms of the Plan, as modified by this Section 5.15, if the
Participant had been reemployed by an Employer on the date immediately preceding his or her
disability or death, as applicable, and then terminated employment on the date of his or her
disability or death.
The Company Matching Contributions shall be determined based on the Participants average
Tax-Deferred Contributions, Roth Contributions, After-Tax Contributions, and Catch-Up Contributions
for the 12 months immediately preceding the period of qualified military service, or if shorter his
or her actual period of continuous service with an Employer. The Company Profit Sharing
Contributions and Retirement Account Contributions shall be determined based on either: (a) the
Compensation that the Participant would have received during the period of qualified military
service if the Participant had continued to be employed by the Employer, determined by the
Committee in accordance with the Code and applicable regulations; or (b) if the amount in clause
(a) is not reasonably certain, the Participants Compensation from the Employer during the 12-month
period (or, if shorter, his or her actual period of continuous service with the Employer)
immediately preceding the start of such qualified military service. Notwithstanding the foregoing,
the amounts contributed under this Section 5.15 shall be limited by application of Article 6 during
the year(s) to which the contributions relate and shall be reduced by any Company Matching
Contributions, Company Profit Sharing Contributions and Retirement Account Contributions actually
made on behalf of the Participant during such period of qualified military service.
21
Section 5.16 Committee Rules. Contributions will be made and credited to the Trust
Fund under the rules and procedures of the Committee, which rules and procedures may be changed at
any time without advance notice to Participants.
22
ARTICLE 6
Limitations on Contributions
Section 6.01 In General. This Article describes the federal tax law limitations on
contributions to the Plan on behalf of Highly Compensated Participants and other limitations that
apply to all Participants.
Section 6.02 Dollar Limit on Participant Contributions.
(a) Except to the extent permitted under Section 5.13 and Code Section 414(v), a
Participants Tax-Deferred Contributions and Roth Contributions (along with similar
contributions under any plan maintained by the Affiliated Companies) may not exceed $16,500
in any Plan Year:
(b) For years after 2011, the limit will be adjusted in accordance with guidance issued
by the Secretary of the Treasury.
(c) Treatment of Excess Tax-Deferred Contributions.
(1) If a Participant elects a percentage of Compensation to be contributed as
Tax-Deferred Contributions and/or Roth Contributions that exceeds the limit under
this Section, any excess will be contributed as After-Tax Contributions. Similarly,
if a Participant makes Tax-Deferred Contributions and/or Roth Contributions to the
Plan and another plan maintained by an Affiliated Company, any excess will be
contributed as After-Tax Contributions. Either of such elections shall revert to
Tax-Deferred Contributions and/or Roth Contributions at the beginning of the next
Plan Year, provided such a Participant makes no affirmative change to his or her
election after the recharacterization as After-Tax Contributions.
(2) If a Participant makes Tax-Deferred Contributions and/or Roth Contributions
to the Plan and another plan maintained by an employer that is not an Affiliated
Company (or any combination of plans under (1) above and this paragraph) and those
Tax-Deferred Contributions and/or Roth Contributions collectively exceed the limit
of this Section, the Participant may elect, in accordance with rules and procedures
established by the Committee, to either have such excess contributions
recharacterized as After-Tax Contributions or receive a distribution of a part or
all of the excess amounts.
(d) The Participants election to receive a distribution of an excess amount must
include the Participants certification that the specified amount is an excess Tax-Deferred
Contribution and/or Roth Contribution.
(e) The Participants election must be made not later than the first March 1st
following the close of the Plan Year in which the excess deferral occurred, and the excess
amount specified by the Participant will be recharacterized or distributed not later than
the first April 15th following the close of the Plan Year in which the excess deferral
23
occurred. Any excess amount distributed shall include income allocable to such amount
through the end of the Plan Year to which such excess amount is attributable.
(f) If the Participant fails to make an election, the excess will be contributed as
After-Tax Contributions.
Section 6.03 Limits on Highly Compensated Participants. All Participant and Company
contributions for Highly Compensated Participants are subject to the special limitations imposed by
Code Sections 401(k) and 401(m). These rules are designed so that the amount of contributions for
Highly Compensated Participants is limited based on the amount of contributions made for non-Highly
Compensated Participants. See Appendix C for details.
Section 6.04 Section 415 Limitations. Except to the extent permitted under Section
5.13 and Code Section 414(v) (related to Catch-Up Contributions), the maximum amount of
contributions to any Participants Account in any Plan Year may not exceed the lesser of $49,000
(indexed in accordance with published IRS guidance) or 100% of the Participants Compensation for
the year. In certain cases, benefits under other plans may apply toward these limits. See
Appendix A for details.
Section 6.05 Committee Authority. The Committee has the authority to reduce
contributions during the Plan Year, to repay contributions, and to forfeit amounts to protect the
tax qualification of the Plan and for reasons of administrative convenience.
24
ARTICLE 7
Vesting
Section 7.01 In General. Except as provided in Section 7.02, a Participants interest
in his or her Account shall at all times be fully vested, subject to Article 6 and Appendix A.
Section 7.02 Vesting of Retirement Account Contributions.
(a) Except as provided in subsection (b) next below, a Participant will be fully vested
in his or her Retirement Account Contributions, and earnings thereon, upon the completion of
three Years of Service.
(b) Notwithstanding subsection (a) above, a Participant who is an Employee shall be
fully vested in his or her Retirement Account Contributions, and earnings thereon, as of the
earliest of the following dates: (1) the date of his or her 65th birthday, (2) the date of
his or her death, or (3) the date he or she becomes Disabled. A Participant shall also be
fully vested in his or her Retirement Account Contributions, and earnings thereon, if
Employer contributions to the Plan are completely discontinued or if the Plan is terminated.
Section 7.03 Forfeitures. If a Participants Termination of Employment occurs and
such Participant receives a distribution of his or her vested Account balance under the Plan, the
portion of his or her Account balance that is not vested shall be forfeited. Otherwise, the
portion of his or her Account balance that is not vested shall be forfeited only after such
Participant has incurred a 5-year Break in Service Period. A Participant who terminates with a
zero vested Account balance is deemed to have received a distribution of his or her vested Account
balance.
Section 7.04 Application of Forfeitures. To the extent not used in the Plan Year to
restore Participants Accounts pursuant to Section 7.05 or to pay expenses in accordance with
Section 16.11, the Committee shall apply Forfeitures to reduce Company contributions due for the
Plan Year in which they arise. Any Forfeitures in excess of the amounts applied to reduce Company
contributions and to restore Participants Accounts in such Plan Year shall be carried forward to
restore Participants Accounts, to reduce Company contributions and to pay Plan expenses in
accordance with Section 16.11 due for succeeding Plan Years. In the event that Forfeitures arise
in the year the Plan terminates, such Forfeitures shall be used to restore Participants Accounts
and the excess, if any, shall be used to reduce Company contributions (if any) due for the Plan
Year and to pay Plan expenses in accordance with Section 16.11.
Section 7.05 Reinstatement of Forfeitures. If upon Termination of Employment a
Participant incurred a Forfeiture, and if he or she is reemployed by the Company before he or she
has incurred a Break in Service Period of five years, then the balance of his or her Account that
was forfeited pursuant to Section 7.03, unadjusted by any gains or losses, shall be reinstated upon
rehire. The restored balance shall be funded, first, by Forfeitures and, second, by additional
Company contributions, which shall be due by the end of said Plan Year. Thereafter, the balance of
his or her reinstated Account that is considered vested shall be determined in accordance with
Section 7.02 as if the Participant had remained continuously employed by the Company, but excluding
the Break in Service Period in determining Years of Service.
25
ARTICLE 8
Accounts
Section 8.01 Participant Accounts. An Account is maintained for each Participant
having an amount to his or her credit under the Plan. The Account keeps track of a Participants
benefits. The rules for valuations and allocations of earnings, losses, expenses and forfeitures
are covered by other provisions of this Plan.
Subaccounts shall be maintained to hold the following types of contributions:
(1) Tax-Deferred;
(2) After-Tax;
(3) Roth;
(4) Rollover (excludes rollover of Roth contributions);
(5) Roth Rollover;
(6) Company Match;
(7) Company Profit Sharing;
(8) Retirement Account;
(9) Qualified Nonelective;
(10) Prior Plan Pre-Tax;
(11) Prior Plan After-Tax;
(12) Prior Plan IRA;
(13) Prior Plan MPP; and
(14) Prior Plan Company.
Section 8.02 Valuation Of Accounts.
(a) The assets of the Trust Fund will be valued as of the end of each business day as
defined by and in accordance with the rules of the Committee. These rules may be changed at
any time without advance notice to Participants.
(b) Valuations take into account earnings and losses of the Trust Fund along with
appreciation or depreciation, expenses, and distributions. The valuation method is
established by the Committee and may be changed at any time without advance notice to
Participants.
26
(c) The allocation of expenses and other items listed in (b) is made in accordance with
the Committees rules and procedures, which may be changed at any time without advance
notice to Participants.
(d) The Committee may, under unusual circumstances, direct that Accounts be valued as
of a date other than that provided under its normal rules to protect the financial integrity
of the Plan or for other reasons the Committee deems appropriate.
Section 8.03 Benefits Not Assignable. An interest in a Participants Account may not
be sold, assigned, used as security (except for Plan loans under Article 12), or transferred in any
way by any Participant or beneficiary except as may be provided in a qualified domestic relations
order under Code Section 414(p) or in accordance with a levy or garnishment under the Federal Debt
Collection Procedures Act or the Mandatory Victims Restitution Act.
27
ARTICLE 9
Investments
Section 9.01 In General. The Investment Committee will establish a number of
different investment funds or other investment options for the Plan. The Investment Committee may
change the funds or other investment options from time to time, except that the Plan shall maintain
the Huntington Ingalls Industries Fund in accordance with Appendix H and the Northrop Grumman Fund
subject to the terms and conditions of Section 9.02.
Section 9.02 Northrop Grumman Fund.
(a) General. As a result of the Spin-Off, the Plan will receive a transfer of a
portion of the Northrop Grumman Fund under the Northrop Grumman Savings Plan. In order to
permit Participants a reasonable opportunity to decide when they wish to liquidate, in an
orderly fashion, their investment in the Northrop Grumman Fund, the Plan will maintain the
Northrop Grumman Fund in accordance with the provisions of this Section 9.02. However, no
new investment in the Northrop Grumman Fund shall be permitted. Any cash dividends paid with
respect to a Participants interest in the Northrop Grumman Fund shall be reinvested in the
Northrop Grumman Fund.
The Northrop Grumman Fund shall be maintained until such date as determined by the
Investment Committee for the purpose of permitting Participants the opportunity to divest
their interests in the Northrop Grumman Fund. Prior to such date selected by the Investment
Committee, Participants may direct the transfer of investments out of the Northrop Grumman
Fund, subject to Section 9.03, but may not direct any transfers, contributions or other
investments to the Northrop Grumman Fund. Commencing on the date selected by the Investment
Committee, there shall be implemented reasonable and prudent measures to liquidate, in an
orderly fashion, the common stock of Northrop Grumman Corporation held in the Northrop
Grumman Fund. At the conclusion of such liquidation, the proceeds from the liquidation
shall be deposited in Plan participant Accounts in an investment fund to be determined by
the Investment Committee.
(b) Voting a Participants Investment in Common Stock. Each Participant shall
be entitled to direct the manner in which the shares (including fractional shares) of
Northrop Grumman Corporation common stock in his or her Account in the Northrop Grumman Fund
are to be voted. The Trustee shall vote such shares in accordance with the directions of
the Participants. This requirement will be met if the Trustee votes the combined fractional
shares to the extent possible to reflect the direction of the voting Participants. All
shares credited to Participants Accounts as to which the Trustee does not receive voting
directions, and all unallocated shares held by the Trustee, shall be voted by the Trustee
proportionately in the same manner as the Trustee votes shares as to which the Trustee has
received voting instructions. The Company will cause proxy materials to be distributed to
all Participants who have an Account balance in the Northrop Grumman Fund prior to each
stockholders meeting at the same time it distributes such materials to all other
stockholders.
28
Section 9.03 Investment Elections and Transfers.
(a) Participants may elect how future contributions to their Accounts will be invested
in the various investment funds and may change their elections from time to time.
(b) Except as provided in (c), Participants may elect to make transfers of previously
contributed amounts plus earnings among the different investment funds.
(c) Amounts may be transferred to or from the Huntington Ingalls Industries Fund only
as provided under the Employee Stock Ownership Plan.
(d) An election or change of election made under this Section is within the independent
control of the Participant or beneficiary. To the extent this control is exercised, no
person who is otherwise a fiduciary will be liable for any loss or breach resulting from the
Participants or beneficiarys exercise of control. The Committee and Trustee will comply
with the Participants or beneficiarys investment instruction unless it would result in a
prohibited transaction under ERISA or the Code, generate taxable income to the Trust Fund,
or result in an event described in 29 CFR section 2550.404c-1(d)(2)(ii).
(e) The Investment Committee may establish rules and procedures whereby, in the absence
of an affirmative election, an Active Participant or beneficiary is deemed to have elected
an investment fund that is a qualified default investment alternative under 29 CFR section
2550.404c-5(e). The Investment Committee may, in its sole direction, apply such deemed
investment election to an Active Participant who is automatically enrolled in the Plan
pursuant to Section 5.08(b) and to any other situation involving a failure by an Active
Participant or beneficiary to provide investment instruction, provided such rules and
procedures are consistent with 29 CFR section 2550.404c-5 and any final regulations or other
guidance issued thereunder.
(f) Notwithstanding the preceding provisions of this Section 9.03 and except as
necessary under Section 16.16, Company policy provides that Employees who are officers
subject to Section 16 of the Securities Exchange Act of 1934 and other appointed or elected
officers of the Company may not, absent prior approval of the office of the Corporate
Secretary of the Company, make any investment elections impacting, or transfer into or out
of, the Huntington Ingalls Industries Fund outside the window period specified by the
Corporate Vice President and General Counsel of the Company. Except as determined by the
Corporate Vice President and General Counsel of the Company, each window period shall begin
the second day following the release of the Companys quarterly or annual statement of sales
and earnings and end as of the 30th day following such announcement. The
restrictions in this subsection (f) shall be implemented by the Plan as soon as
administratively feasible after March 31, 2011.
(g) Participants shall not be permitted to invest any contributions to the Plan in, or
to transfer existing Account balances to, the Northrop Grumman Fund. Participants shall be
permitted to divest their interest in the Northrop Grumman Fund up to and
29
including a date to be determined by the Investment Committee in accordance with
Section 9.02(a), subject to this Section 9.03.
(h) Notwithstanding the preceding provisions of this Section 9.03 and except as
necessary under Section 16.16, Employees who are officers subject to Section 16 of the
Securities Exchange Act of 1934 and other appointed or elected officers of the Company may
not, absent prior approval of the office of the Corporate Secretary of the Company, transfer
out of the Northrop Grumman Fund outside the window period specified by the Corporate Vice
President and General Counsel of the Company. Except as determined by the Corporate Vice
President and General Counsel of the Company, each window period shall begin the second day
following the release of the Companys quarterly or annual statement of sales and earnings
and end as of the 30th day following such announcement.
Section 9.04 Committee Rules. Selections of investments, changes, and transfers must
be made according to the Committees rules and procedures.
(a) The Committee may prescribe rules addressing, among other matters, limits on
amounts that may be transferred and procedures for electing transfers.
(b) The Committee may prescribe valuation rules for purposes of investment elections
and transfers. Those rules may, in the Committees discretion, apply averaging methods to
determine values. The Committee may also change the methods it uses for valuation from time
to time.
(c) The Committee may prescribe the periods and frequency with which Participants may
change investment elections and make transfers.
(d) If an Employee transfers from an ineligible position (see Section 4.03) to a
position that makes him or her an Eligible Employee and such Eligible Employee was
previously a Participant in the Plan, his or her investment elections at the time of his or
her prior participation will be applied under the Plan when he or she recommences
participation in accordance with the rules and procedures determined by the Committee. If
an Employee transfers from an ineligible position to a position that makes him or her an
Eligible Employee and such transferring Employee was not previously a Participant in the
Plan, his or her investment elections will be made in accordance with Section 9.03.
(e) The Committee may change its rules and procedures under this Article at any time
without advance notice to Participants.
30
ARTICLE 10
Post-Employment And Age 70-1/2 Distributions
Section 10.01 In General. When a Participant terminates employment with the
Affiliated Companies, becomes Disabled or reaches age 70-1/2, distributions may be made under this
Article.
(a) Distributions on account of a Participants death are made under Article 13.
(b) Distributions of a Participants Merged Plan Accounts are made under Appendix E or
F, whichever applies.
Section 10.02 Termination, Layoff and Leave. When a Participant:
(a) terminates employment for any reason,
(b) becomes Disabled, or
(c) is laid off,
the Participant may elect to have his or her entire Account paid to him or her as soon as possible.
Section 10.03 Small Benefits.
(a) If a Participants vested Account equals $1,000 or less, the Account is distributed
in a single lump sum in cash.
(b) This rule applies if the vested Account equals $1,000 or less at the time of the
distribution.
(c) Payment is made following the later of (i) the Participants Termination of
Employment or (ii) the Participants repayment of (or first default on) all loans
outstanding on the Account when the Participant terminated.
(d) A Participant who terminates with a zero vested Account balance is deemed to have
received a distribution of his or her vested Account balance.
Section 10.04 Age 70-1/2 Distributions.
(a) Mandatory Commencement. Subject to the election in subsection (b) and
except as provided in Appendix E, distribution of a Participants entire Account will
commence by the Participants Mandatory Commencement Date. If the Participant has not
chosen to receive a systematic payment of distributions in accordance with Section 10.08(c):
(1) he or she will receive his or her initial required minimum distribution, as
determined in accordance with Code Section 401(a)(9)(A)(ii), in December of the
calendar year in which he or she becomes age 70-1/2 or
31
terminates employment, if later. The remaining balance of such Participants
Account shall be distributed in the first quarter of the calendar year following the
year of such Participants initial required distribution.
(2) and notwithstanding the provisions of paragraph (1), if the Participant
terminates employment after he or she becomes age 70-1/2 or in the calendar year in
which he or she becomes 70-1/2, but after the date on which the December required
minimum distributions for the calendar year of his or her termination are processed
in accordance with paragraph (1), he or she will receive a distribution of his or
her entire Account in the first quarter of the calendar year following his or her
termination of employment.
(b) One-Time Election. An Eligible Participant (as defined in (3)) is
permitted to make a one-time election to receive the distribution under (a) or forego the
distribution of his or her Account until he or she ceases to be an Eligible Participant.
(1) An Eligible Participant who fails to make an election will be treated as
having elected to forego the distribution until he or she ceases to be an Eligible
Participant.
(2) Eligible Participants must make the same affirmative or negative election
for purposes of his or her Merged Plan Accounts and amounts accumulated under this
Plan.
(3) An individual is an Eligible Participant for purposes of this Section so
long as:
(A) He or she is not a 5%-Owner; and
(B) He or she remains an Employee.
Section 10.05 Immediate Rehires. No distribution will be made to a Participant who
terminates employment, goes on leave or is laid off, and then returns to work for the Affiliated
Companies before receiving a distribution.
Section 10.06 Delaying Payment for Accounts Over $1,000. Any Participant with an
Account balance over $1,000 may elect to delay payment of benefits until the date prescribed in
Section 10.04.
Section 10.07 Commencement of Benefits. Upon termination, absent a contrary election,
a Participant will be deemed to have elected to leave his or her Account in the Plan subject to the
distribution rules of Section 10.04.
Section 10.08 Form of Distributions. Distributions are made in a single payment in
cash, except as provided in (a), (b) and (c).
(a) ESOP. Interests in the Huntington Ingalls Industries Fund are distributed
in accordance with the ESOP.
32
(b) Northrop Grumman Fund. Participants may elect to receive a distribution
with respect to that portion of his or her Account then invested in the Northrop Grumman
Fund in whole shares of common stock of Northrop Grumman Corporation, with any fractional
shares paid in cash. If no such election is made, that portion of a Participants Account
invested in the Northrop Grumman Fund shall be distributed in cash.
(c) Partial Distributions. A Participant may instruct the Committee to
distribute a portion of his or her vested Account under this Article. The minimum partial
distribution amount is $100 or the entire distributable amount, if less.
(d) Payable for Life. The Committee shall maintain, within the Plan,
provisions for the systematic payment of distributions of a Participants total vested
Account balance, including Employee and Employer contributions, after retirement in a form
that is paid or payable for the life of the Participant at the option of the Participant.
Section 10.09 Time of Election. A Participant must elect the form of benefit payments
within the 90-day period ending on his or her Annuity Starting Date.
Section 10.10 Valuing Distributions. Distributions are valued on dates determined
under the Committees rules.
(a) The Committee may change its rules at any time without advance notice to the
Participants.
(b) The Committee may, under unusual circumstances, direct that distributions be valued
as of a date other than that provided under its normal rules to protect the financial
integrity of the Plan or for other reasons the Committee deems appropriate.
Section 10.11 Committee Rules. Payment of benefits and Participant elections must be
made according to the Committees rules and procedures, which may be changed at any time without
advance notice to Participants.
33
ARTICLE 11
Withdrawals
Section 11.01 Eligibility for Withdrawals.
(a) Withdrawals under Sections 11.02-11.04 may be made by any Participant who is still
employed by an Affiliated Company.
(b) Withdrawals from a Participants Merged Plan Accounts are subject to Appendix E or
F, whichever applies. Withdrawals of all other money are made under this Article.
Section 11.02 Hardship Withdrawals. A Participant may elect a withdrawal if a
hardship described in this Section occurs. Hardship withdrawals are limited to the dollar amount
of a Participants Tax-Deferred Contributions, any earnings that he or she had on tax-deferred
contributions as of December 31, 1988, plus Roth Contributions.
Any hardship withdrawal under the Plan shall first be made from Tax-Deferred Contributions, if
any, then from Roth Contributions to the extent necessary. A hardship withdrawal may not be taken
from the Participants Retirement Account subaccount.
(a) Determination of Hardship. The Committee must determine that a Participant
has a hardship within the meaning of Code Section 401(k)(2)(B) before the Participant is
eligible for a hardship withdrawal. A Participant is suffering a hardship only if, based
upon the relevant facts and circumstances, the Committee determines the following:
(1) the Participant is suffering an immediate and heavy financial need;
(2) the need cannot be relieved through other reasonable sources; and
(3) the withdrawal is no more than necessary to satisfy the need.
The Committee may request information it deems appropriate and necessary to ascertain
whether a Participant is suffering a hardship.
(b) Immediate and Heavy Financial Need. The source of a Participants
immediate and heavy financial need must include one or more of the following circumstances:
(1) payment of expenses for (or necessary to obtain) medical care that would be
deductible under Code Section 213(d) (determined without regard to whether the
expenses exceed 7.5% of adjusted gross income);
(2) payment of tuition and related educational fees (including room and board)
for up to the next 12 months of post-secondary education of the Participant, his
spouse, children, dependents (as defined in Code Section 152,
34
determined without regard to Code Sections 152(b)(1), (b)(2) and (d)(1)(B)) or
primary beneficiary under the Plan;
(3) costs directly related to the purchase (excluding mortgage payments) of a
principal residence for the Participant;
(4) prevention of eviction of the Participant from his principal residence or
foreclosure on the mortgage of his principal residence;
(5) burial or funeral expenses for the Participants deceased parent, spouse,
children, dependents (as defined in Code Section 152, determined without regard to
Code Section 152(d)(1)(B)) or primary beneficiary under the Plan;
(6) expenses for the repair of damage to the Participants principal residence
that would qualify for the casualty deduction under Code Section 165 (determined
without regard to whether the loss exceeds 10% of adjusted gross income);
(7) any federal, state or local income taxes or penalties reasonably
anticipated to result from the hardship withdrawal; or
(8) any other circumstances determined by the Secretary of the Treasury to
constitute immediate and heavy financial need for this purpose.
A financial need will not fail to qualify as immediate and heavy solely because the
need was reasonably foreseeable or voluntarily incurred by the Participant.
(c) Other Reasonable Sources of Relief. In determining whether relief is
reasonably available from other resources, the Committee may reasonably rely upon the
Participants representation that the need cannot be relieved:
(1) Through reimbursement or compensation by insurance or otherwise;
(2) By liquidation of the Participants assets;
(3) By cessation of elective contributions under the Plan;
(4) By other currently available distributions (including distribution of ESOP
dividends described in Code Section 404(k) or nontaxable (at the time of the loan)
loans from plans maintained by the Employer; or
(5) By borrowing from commercial sources on reasonable commercial terms in an
amount sufficient to satisfy the need.
The actions listed above will not be considered reasonable sources of relief if the
effect of the action would be to increase the amount of the need. For purposes of this
35
Section, the Participants resources are deemed to include assets of the Participants
spouse and minor children that are reasonably available to the Participant.
(d) Amount of Withdrawal. The amount of a hardship withdrawal cannot exceed
the sum of:
(1) the amount required to relieve the financial need that is not reasonably
available from other resources of the Participant; and
(2) the amount necessary to pay income taxes and/or penalties reasonably
anticipated to result from the hardship withdrawal.
(e) A Participant who is granted a hardship withdrawal hereunder shall be suspended
from making any Basic Contributions and Supplemental Contributions under the Plan, and
elective contributions and employee contributions to any other plan maintained by an
Employer, for a period of six (6) months following receipt of such withdrawal.
Section 11.03 Age 59-1/2 Withdrawals. Upon reaching age 59-1/2, a Participant may
withdraw all or a portion of the vested amounts held in the Participants Tax-Deferred, After-Tax,
Roth, Rollover, Roth Rollover, Company Match, Retirement Account, Qualified Nonelective, Prior Plan
Pre-Tax, Prior Plan After-Tax, Prior Plan IRA and Prior Plan Company subaccounts.
Section 11.04 Other In-Service Withdrawals. A Participant who is still employed by an
Affiliated Company may request an in-service withdrawal of amounts held in his or her Prior Plan
After-Tax, After-Tax, Prior Plan IRA, Prior Plan Company, Rollover, and Company Match subaccounts.
The Committee may establish, in its sole discretion, minimum withdrawal amounts and frequency
limitations that apply to withdrawals under this Section 11.04.
Section 11.05 Valuing Withdrawals. Withdrawals are valued on dates as determined in
accordance with the rules of the Committee.
(a) The Committee may change its rules at any time without advance notice to the
Participants.
(b) Under unusual circumstances, in order to protect the financial integrity of the
Plan, the Committee may direct that withdrawals be valued as of a date other than that
provided by its normal rules or for other reasons the Committee deems appropriate.
Section 11.06 Minimum Withdrawals. The minimum withdrawal for all withdrawals under
this Article is $100 or the entire amount withdrawable, whichever is less.
Section 11.07 Committee Rules. Payment of withdrawals and Participant elections must
be made in accordance with the Committees rules and procedures, which may be changed at any time
without advance notice to Participants.
36
Section 11.08 Military Reservist Distributions. Any Participant who is a member of
the U.S. military reserves and who is called or ordered to duty for a period of at least 180 days
during the period after September 11, 2001 may request a distribution of his or her Tax-Deferred
Contributions and/or Roth Contributions by notifying the Committee. The Committee may establish
such rules, impose such requirements and require the completion of such forms and documents (in
electronic or paper formats), in its sole discretion, and applied in a nondiscriminatory and
objective basis, in order to administer this Section 11.08.
Section 11.09 Military Service Distributions. A Participant may request a
distribution of his or her Tax-Deferred Contributions and/or Roth Contributions during a period of
qualified military service, as determined under Code Section 414(u), of more than 30 days by
notifying the Committee. No Basic or Supplemental Contributions shall be made on behalf of a
Participant who takes a distribution pursuant to this Section 11.09 for a period of six months
following such distribution. The Committee may establish such other rules, impose such
requirements and require the completion of such forms and documents (in electronic or paper
formats), in its sole discretion, and applied in a nondiscriminatory and objective basis, in order
to administer this Section 11.09.
Section 11.10 Restriction on Withdrawals for Officers.
(a) Huntington Ingalls Industries Fund. Company policy provides that an
Employee who is an officer subject to Section 16 of the Securities Exchange Act of 1934 or
other appointed or elected officer of the Company may not, absent prior approval of the
office of the Corporate Secretary of the Company, take any withdrawal pursuant to this
Article 11 from the Huntington Ingalls Industries Fund outside the window period specified
by the Corporate Vice President and General Counsel of the Company; however, the portion of
such Participants Account invested in the Huntington Ingalls Industries Fund shall be taken
into consideration for determining the amount available for withdrawals. Except as
determined by the Corporate Vice President and General Counsel of the Company, each window
period shall begin the second day following the release of the Companys quarterly or annual
statement of sales and earnings and end as of the 30th day following such
announcement. The restrictions in this subsection (a) shall be implemented by the Plan as
soon as administratively feasible after March 31, 2011.
(b) Northrop Grumman Fund. An Employee who is an officer subject to Section 16
of the Securities Exchange Act of 1934 or other appointed or elected officer of the Company
may not, absent prior approval of the office of the Corporate Secretary of the Company, take
any withdrawal pursuant to this Article 11 from the Northrop Grumman Fund outside the window
period specified by the Corporate Vice President and General Counsel of the Company;
however, the portion of such Participants Account invested in the Northrop Grumman Fund
shall be taken into consideration for determining the amount available for withdrawals.
Except as determined by the Corporate Vice President and General Counsel of the Company,
each window period shall begin the second day following the release of the Companys
quarterly or annual statement of sales and earnings and end as of the 30th day
following such announcement.
37
ARTICLE 12
Loans
Section 12.01 In General. Participants, other than those described in Section 12.02,
may borrow from their Accounts in accordance with Code Sections 72(p) and 401(k) and the Huntington
Ingalls Industries Employee Benefit Plan Loan Guidelines (Guidelines), which can be found in
Article 3 of the Standard Definitions and Procedures for Certain Huntington Ingalls Industries,
Inc. Retirement Plans. The Guidelines may be amended at any time without advance notice to
Participants by the individual or entity identified in the Guidelines as having amendment
authority. Notwithstanding the preceding sentences and any provisions of the Guidelines, loan
amounts may not be taken from a Participants Retirement Account subaccount, and the balance in
such subaccount shall not be considered in determining the Participants total Account balance for
purposes of determining his or her maximum loan amount.
Section 12.02 Former Employees. Former Employees may not obtain loans unless they are
parties in interest within the meaning of ERISA Section 3(14).
Section 12.03 Transferred Plan Loans. Any Participant with a plan loan outstanding
from a Merged Plan as of the effective date of that plans merger into this Plan will continue to
be required to repay that loan on the same terms and over the same period as in effect under the
terms of the Merged Plan. Any Participant with a plan loan outstanding under the Northrop Grumman
Savings Plan as of the Spin-Off that was transferred to this Plan will continue to be required to
repay that loan on the same terms and over the same period as in effect under the terms of the
Northrop Grumman Savings Plan as of the date of transfer to this Plan.
Section 12.04 Repayment Upon Death. The spouse of a Participant who dies with a loan
outstanding on the date of the Participants death may continue repayment of such loan under the
terms and conditions that applied to the loan immediately prior to the Participants death.
Section 12.05 Restriction on Loans for Officers.
(a) Huntington Ingalls Industries Fund. Company policy provides that an
Employee who is an officer subject to Section 16 of the Securities Exchange Act of 1934 or
other appointed or elected officer of the Company may not, absent prior approval of the
office of the Corporate Secretary of the Company, take any loan pursuant to this Article 12
from the Huntington Ingalls Industries Fund outside the window period specified by the
Corporate Vice President and General Counsel of the Company; however, the portion of such
Participants Account invested in the Huntington Ingalls Industries Fund shall be taken into
consideration for determining the amount available for loans. Except as determined by the
Corporate Vice President and General Counsel of the Company, each window period shall begin
the second day following the release of the Companys quarterly or annual statement of sales
and earnings and end as of the 30th day following such announcement. The
restrictions in this subsection (a) shall be implemented by the Plan as soon as
administratively feasible after March 31, 2011.
(b) Northrop Grumman Fund. An Employee who is an officer subject to Section 16
of the Securities Exchange Act of 1934 or other appointed or elected officer of
38
the Company may not, absent prior approval of the office of the Corporate Secretary of
the Company, take any loan pursuant to this Article 12 from the Northrop Grumman Fund
outside the window period specified by the Corporate Vice President and General Counsel of
the Company; however, the portion of such Participants Account invested in the Northrop
Grumman Fund shall be taken into consideration for determining the amount available for
loans. Except as determined by the Corporate Vice President and General Counsel of the
Company, each window period shall begin the second day following the release of the
Companys quarterly or annual statement of sales and earnings and end as of the 30th
day following such announcement.
39
ARTICLE 13
Death Benefits
Section 13.01 In General. This Article describes the payment of benefits following
the death of a Participant prior to his or her Annuity Starting Date. Death benefits from a
Participants Merged Accounts are paid under Appendix E or F, whichever applies.
Section 13.02 Method and Timing of Payment. Upon the Participants death, payment of
his or her Account is made in a single lump sum to his or her beneficiary.
(a) Except as provided in subsection (b) below, payment is generally made as soon as
possible following the Participants death.
(b) However, if a Participants spouse is the beneficiary and the value of the
Participants entire Account equals more than $1,000 on the date of distribution, the spouse
may elect to delay payment of benefits up to the time the Participant would have reached his
or her Mandatory Commencement Date. The Account shall be distributed to the Participants
spouse in a single lump sum as soon as administratively feasible following the date the
Participant would have reached his or her Mandatory Commencement Date.
Section 13.03 Form of Distributions. In general, distributions will be made in a
single payment in cash. The ESOP, however, governs the distribution form of a Participants
interest in the Huntington Ingalls Industries Fund.
Section 13.04 Valuing Death Benefits. Death benefits are valued on dates determined
in accordance with the Committees rules.
(a) The Committee may change its rules at any time without advance notice to the
Participants.
(b) Under unusual circumstances, the Committee may direct that death benefits be valued
as of a date other than that provided by its normal rules to protect the financial integrity
of the Plan or for other reasons the Committee deems appropriate.
Section 13.05 Survivor Benefits Related to Military Service. If a Participant dies
during a period of qualified military service, as determined under Code Section 414(u), his or her
beneficiary shall be entitled to any additional benefits, other than benefit accruals, as if the
Participant was reemployed by an Employer on the date immediately preceding his or her death and
terminated employment on the date of his or her death.
Section 13.06 Committee Rules. Benefits will be paid in accordance with the
Committees rules and procedures, which may be changed at any time without advance notice to
Participants.
40
ARTICLE 14
Beneficiaries
Section 14.01 In General. A Participant at any time may name, on a form or in a
format prescribed by the Committee, a beneficiary to receive any benefits remaining under the Plan
when the Participant dies. A Participant may change beneficiaries at any time. A beneficiary
selection or a change in a selection is effective only when it is received by the Committee, or, if
later, at the time specified by the Participant in the selection or change.
A Participants beneficiary may not be changed following the Participants death, except by
(a) a written instrument intended to be a qualified disclaimer within the meaning of Code Section
2518, or any successor provision, that is received by the Committee not later than nine months
after the Participants death and is accepted by the Committee prior to payment of benefits, or (b)
a qualified domestic relations order under Code Section 414(p) that is received and accepted by the
Committee prior to payment of benefits. The Committee may provide rules and procedures for these
authorizations, which rules and procedures may be changed at any time without advance notice to
Participants.
Section 14.02 Married Participants.
(a) The beneficiary of a married Participant is the Participants spouse unless
otherwise elected. An election of a nonspouse beneficiary by a married Participant is
effective only with spousal consent.
(b) If an unmarried Participant becomes married (or a married Participant remarries),
any prior selection of a beneficiary by that Participant will be invalid, and the
Participants beneficiary will be his or her new spouse unless a different beneficiary is
named with spousal consent.
Section 14.03 Determining Marital Status and Spouse. A Participant will be considered
married if he or she is married on the date of his or her death.
(a) Unless otherwise provided by a qualified domestic relations order, as defined in
Code Section 414(p), the Participants spouse is the person to whom he or she was married
when the Participant died.
(b) A qualified domestic relations order, as defined in Code Section 414(p), may
provide that a former spouse is deemed to be the Participants spouse for purposes of all or
a portion of the Participants benefit under the Plan.
(c) If within six months after the death of a Participant, the Committee has no
knowledge that a spouse survived the Participant, it shall be conclusively presumed that no
spouse survived, and distribution may be made accordingly.
Section 14.04 Spousal Consent. If a married Participant wishes to name someone other
than his or her spouse as beneficiary, the Participant may do so, but only with the written consent
of his or her spouse.
41
(a) For the written consent to be valid:
(1) A notary public or Plan representative must witness the signing of the
consent documents;
(2) The consent documents must either designate a specific beneficiary or form
of benefits, which may not be changed by the Participant without further spousal
consent, or it must expressly permit the Participant to change the beneficiary or
form of benefits without further consent by the spouse; and
(3) The consent documents must acknowledge the effect of the election.
(b) Spousal consent is not required if the Committee determines that there is no
spouse, it is presumed under Section 14.03(c) that there is no spouse, or under other
circumstances permitted by regulations under the Code.
(c) Any consent by a spouse (or determination that spousal consent cannot be obtained)
is effective only with respect to that particular spouse.
Section 14.05 Explanation. The Committee must provide each Participant a written
explanation of:
(a) The terms and conditions of the various death benefit options;
(b) The Participants right to make, and the effect of, an election to waive the
spousal benefit;
(c) The rights of the Participants spouse under Section 14.04; and
(d) The right to make, and the effect of, a revocation of a waiver of the spousal
benefit.
Section 14.06 Failure to Designate Beneficiary. If no beneficiary is properly named
or the beneficiary named by the Participant dies before the Participant and no new beneficiary is
named, the beneficiary will be the Participants spouse, or, if there is no spouse, the
Participants estate.
Section 14.07 Death of Beneficiary. If a beneficiary entitled to a payment dies, any
amount payable to the beneficiary will be paid in a single lump sum as soon as possible to the
beneficiarys estate. Notwithstanding the preceding sentence, a spouse who is a beneficiary may
designate a beneficiary to be paid upon such spouses death; therefore, if such spouse beneficiary
dies, any amount payable to him or her will be paid to his or her designated beneficiary or, if
none, to his or her estate in accordance with the preceding sentence.
Section 14.08 Committee Rules. The designation of beneficiaries will be made
according to the Committees rules and procedures, which may be changed at any time without
42
advance notice to Participants. These rules will cover, among other things, the designation
of multiple and secondary beneficiaries and the selection of trusts as beneficiaries.
43
ARTICLE 15
Other Rules On Distributions
Section 15.01 Lost Payee. The Account of a Participant or beneficiary will be
forfeited if the Committee is unable to locate the person to whom payment is due. The forfeiture
is used to reduce the Affiliated Companies future contributions. However, any forfeited Account
will be paid through a special contribution by the Affiliated Companies if the payee is ever found,
unless it has been previously escheated to a state government.
Section 15.02 Disputes About Payee. If the Committee determines that there is some
uncertainty as to whom any Plan payment is due, the Committee is authorized to delay payment, seek
agreements from the interested parties, make payment to an appropriate judicial forum and allow the
court to determine the identity of the proper payee, and/or take any other necessary or appropriate
steps to protect the Plan and the interested parties.
Section 15.03 Administrative Delays. If the amount of any payment cannot be
determined by the date it is supposed to be paid, or if it is not possible to make payments on time
because the Committee cannot find the payee, or adequate information is not available to make the
distribution, or the payee has failed to make the applicable elections with the Committee, or
because of other legal, financial or administrative obstacles, payments may be made no later than
60 days after the date payment becomes possible.
Section 15.04 Facility of Payment. If the Committee deems any person entitled to
receive any payment under the Plan incapable of receiving it because of age, illness or infirmity,
mental incompetency or incapacity of any kind, the Committee may, in its discretion, direct that
payment be made in any one or more of the following manners:
(a) applying the amount directly for the comfort, support and maintenance of the payee;
(b) reimbursing any person for any such support supplied by any other person to the
payee;
(c) paying the amount to a legal representative or guardian or any other person
selected by the Committee on behalf of the payee; or
(d) depositing the amount in a bank account to the credit of the payee.
Section 15.05 Incorrect Payment of Benefits. If the Committee determines in its sole
discretion that the Plan made an incorrect payment of benefits, and that a correction is necessary
or desirable under the law, then:
(a) If the Plan makes an overpayment of the amount of any benefits due any payee under
the Plan, the Plan may recover the amounts either by requiring the payee to return the
excess to the Plan, by reducing any future Plan payments to the payee, or by any other
method that the Committee deems reasonable.
44
(b) If the Plan makes a late payment or an underpayment of the amount of any benefits
due any payee under the Plan, correct payment will be made as soon as reasonably possible
after the late payment or underpayment is discovered.
Section 15.06 Direct Rollover. A Distributee may elect, at the time and in the manner
prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid directly
to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover (as those terms
are defined in this Section). This Section is intended only to implement Code Section 401(a)(31)
and is to be construed accordingly.
(a) Eligible Rollover Distribution: An Eligible Rollover Distribution is 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:
(1) 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 Distributees designated beneficiary, or for a specified period
of ten years or more;
(2) any distribution to the extent the distribution is required under Code
Section 401(a)(9); or
(3) any distribution made upon hardship of the Distributee.
(b) Eligible Retirement Plan: An Eligible Retirement Plan is:
(1) an individual retirement account described in Code Section 408(a),
including a Roth individual retirement account described in Code Section 408A;
(2) an individual retirement annuity described in Code Section 408(b);
(3) an annuity plan described in Code Section 403(a);
(4) a qualified trust described in Code Section 401(a);
(5) an eligible deferred compensation plan described in Code Section 457(b)
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; or
(6) an annuity contract described in Code Section 403(b) that accepts the
Distributees Eligible Rollover Distribution.
However, in the case of an Eligible Rollover Distribution to a beneficiary who is a
designated beneficiary as defined in Code Section 401(a)(9)(E), but is not a surviving
spouse or a former spouse who is an alternate payee under a qualified domestic relations
order as defined in Code Section 414(p), an Eligible Retirement Plan is only an
45
individual retirement account or individual retirement annuity that is treated as an
inherited account under Code Section 402(c)(11).
(c) Distributee: A Distributee includes an Employee or former Employee. In
addition, the Employees or former Employees surviving spouse and the Employees or former
Employees spouse or former spouse who is the alternate payee under a qualified domestic
relations order, as defined in Code Section 414(p), are Distributees of distributions they
receive. In addition, a beneficiary who is a designated beneficiary as defined in Code
Section 401(a)(9)(E) is a Distributee with regard to the beneficiarys interest in the Plan.
(d) Direct Rollover: A Direct Rollover is a payment by the plan to the Eligible
Retirement Plan specified by the Distributee.
(e) Direct Rollover of After-Tax Contributions: For purposes of this Section,
no portion of a distribution will fail to be an Eligible Rollover Distribution merely
because the portion consists of After-Tax Contributions, which are not includible in gross
income. After-Tax Contributions, however, may be transferred only to an individual
retirement account or annuity described in Code Section 408(a) or (b) or to a qualified
defined contribution plan described in Code Section 401(a), 403(a) or 403(b) that agrees to
separately account for amounts so transferred, including separately accounting for the
portion of a distribution that is includible in gross income and the portion of a
distribution that is not includible in gross income.
Section 15.07 Annuity Starting Date.
(a) In General. The Annuity Starting Date for Plan distributions is the
business day that the distribution is valued and removed from the Participants investment
funds.
(b) Administrative Delay. The Annuity Starting Date is the date described in
(a) even though for administrative reasons payment is delayed until some later date.
(c) Valuation. The amount of a distribution is determined under the valuation
rules described in other Sections of this Plan. This Section does not modify those rules in
any way.
Section 15.08 Top Heavy Rules. The top-heavy provisions of Appendix B apply if the
Plan becomes top-heavy.
Section 15.09 Claims and Issues. From time to time, claims or issues may arise that
involve the Plan, including, among others, claims and issues raised by Participants, those
addressed under any of the Internal Revenue Services Employee Plans Compliance Resolution System
programs or similar programs, or those permitted under the terms of a qualified domestic relations
order that complies with Code Section 414(p). The resolution, settlement, or adjudication of these
claims or issues may result in an action that is not expressly permitted under some other section
of the Plan document. Such a procedure, agreement, or order will be respected to the extent that,
as determined in the sole discretion of the Committee, it does not
46
result in disqualification of the Plan or violate (or cause the Plan to violate) any
applicable statute, government regulation, or ruling.
Section 15.10 Annuity Form of Distribution. To the extent required under Code
Sections 401(a)(11) and 417, a married Participant who elects payment of his or her benefits in the
form of a life annuity (if available under the Plan) must receive his or her benefits in the form
of a qualified joint and 50% survivor annuity (QJSA) unless the Participant elects another form
of distribution permitted under the Plan, which shall include a single life annuity, or a qualified
optional 75% survivor annuity (QOSA), with the written consent of his or her spouse that
satisfies the provisions of Code Section 417(a)(2). The required consent must be signed by the
spouse, contain an acknowledgment by the spouse of the effect of the consent, and be witnessed by a
Plan representative (other than the Participant) or by a notary public. Notwithstanding the
foregoing, spousal consent need not be required if the Committee determines that there is no spouse
because the spouse cannot be located or under other circumstances permitted by regulations under
the Code. The provision for the distribution of any annuity form of distribution may be satisfied
by the application of the Participants vested Account balance to purchase an annuity contract from
an insurance company or other annuity provider.
The Committee shall provide to the Participant, within a reasonable period before payment of
benefits commences, a written explanation of the terms and conditions of the QJSA and the QOSA, the
Participants right to make, and the effect of, an election to waive the QJSA option and elect
another option, the rights of the Participants spouse and the Participants right to make, and the
effect of, a revocation of a waiver of the QJSA form of distribution.
47
ARTICLE 16
Administration
Section 16.01 In General. The general administration of the Plan is the
responsibility of the Committee. The Committee is the plan administrator under ERISA. In
addition, the Committee and each of its members are named fiduciaries of the Plan under ERISA for
all purposes other than investment matters. Committee members and all other Plan fiduciaries may
serve in more than one fiduciary capacity with respect to the Plan.
Section 16.02 The Committee. The Committee consists of at least three members
appointed by the Compensation Committee. The Committee members serve at the pleasure of the
Compensation Committee, without compensation, unless otherwise determined by the Compensation
Committee.
Section 16.03 Resignation of Committee Members. A member of the Committee may resign
at any time by delivering a written resignation to the Company and to the Secretary of the
Committee. The members resignation will be effective as of the date of delivery or, if later, the
date specified in the notice of resignation.
Section 16.04 Conduct of Business. The Compensation Committee will appoint a Chairman
from among the members of the Committee and a Secretary who may or may not be a member of the
Committee. The Committee will conduct its business in accordance with this Article and the current
edition of Roberts Rules of Order or other rules that the Committee deems appropriate. The
Committee will hold meetings from time to time in any convenient location.
Section 16.05 Quorum. A majority of all of the members of the Committee constitutes a
quorum and has power to act for the entire Committee.
Section 16.06 Voting. All actions taken shall be by majority vote of the members
attending a meeting, whether physically present or through remote communications. In addition,
actions may be taken by written consent of a majority of the Committee members without a meeting.
The agreement or disagreement of any member may be by means of any form of written or oral
communications.
Section 16.07 Records and Reports of the Committee. The Committee will keep written
records as it deems necessary or proper, which records will be open to inspection by the
Compensation Committee.
Section 16.08 Powers of the Committee. The Committee has all powers necessary or
incident to its office as plan administrator. Its powers include, but are not limited to, full
discretionary authority to:
(a) Prescribe rules for the operation of the Plan.
(b) Determine eligibility.
48
(c) Comply with the requirements of reporting and disclosure under ERISA and any other
applicable law and to prepare and distribute other communications to Employees as part of
Plan operations.
(d) Prescribe forms to facilitate the operation of the Plan.
(e) Secure government approvals for the Plan.
(f) Construe and interpret the terms of the Plan, including the power to remedy
possible ambiguities, inconsistencies or omissions.
(g) Determine the amount of benefits and authorize payments from the Trust Fund.
(h) Maintain records.
(i) Litigate, settle claims, and respond to and comply with court proceedings and
orders on the Plans behalf.
(j) Enter into contracts on the Plans behalf.
(k) Take all measures it deems reasonably necessary or desirable to properly administer
the Plan, including institution of black-out periods during which some or all ordinary Plan
administration functions will be suspended.
(l) Exercise all other powers given to the Committee under other Sections of the Plan.
Section 16.09 Allocation or Delegation of Duties and Responsibilities. The Committee
and the Compensation Committee may:
(a) Employ agents to carry out nonfiduciary responsibilities.
(b) Employ agents to carry out fiduciary responsibilities (other than trustee
responsibilities as defined in ERISA Section 405(c)(3)) under the rules of the next Section.
(c) Consult with counsel, who may be of counsel to the Company.
(d) Provide for the allocation of fiduciary responsibilities (other than trustee
responsibilities as defined in ERISA Section 405(c)(3)) among their members under the rules
of the next Section.
(e) In particular, designate one or more Employees to have responsibility for designing
and implementing administrative procedures for the Plan.
49
Section 16.10 Procedure for the Allocation or Delegation of Fiduciary Duties.
(a) Any allocation or delegation of fiduciary responsibilities must be approved by
majority vote, in a resolution approved by the majority;
(b) The vote cast by each member for or against the adoption of such resolution must be
recorded and made a part of the written record of the proceedings;
(c) Any delegation or allocation of fiduciary responsibilities may be changed or ended
only under the rules of (a) and (b) of this Section.
Section 16.11 Expenses of the Plan. All reasonable and proper expenses of
administration of the Trust Fund, including counsel fees, will be paid out of the Trust Fund unless
paid by the Affiliated Companies.
(a) No expenses may be withdrawn without the consent of the Committee. The Committee
may authorize the Trustee to withdraw particular expenses or kinds of expenses on a standing
basis.
(b) The Affiliated Companies may initially pay any expense that normally would be
charged to the Trust Fund and later obtain reimbursement from the Trust Fund.
(1) This even applies if, at the time of the Affiliated Companies initial
payment of the expense, it is not clear that the Affiliated Companies may lawfully
seek reimbursement from the Trust Fund but the Affiliated Companies legal right to
reimbursement is later clarified.
(2) It is specifically anticipated that there may be situations, such as
litigation, where the Affiliated Companies might choose to bear costs initially, but
later obtain reimbursement many years after the costs were incurred. These delayed
reimbursements are permissible.
(c) Expenses will be withdrawn from the Trust Fund in accordance with rules and
procedures established by the Committee, which rules and procedures may be changed at any
time without advance notice to Participants. These rules and procedures may include:
(1) Charging expenses against the investment return of one or more Plan
investment funds, even if the fund has a negative return;
(2) Charging fees against any other accounts, including contribution,
distribution or forfeiture accounts;
(3) The imposition of percentage and/or flat dollar fees for any feature or
aspect of the Plan, including for example, initiation of loans or participation in
particular investment options; or
(4) Any other method or means for recovering expenses.
50
Section 16.12 Indemnification. The Company agrees to indemnify and reimburse, to the
fullest extent permitted by law, members of the Board, the Committee and Employees acting for the
Affiliated Companies, as well as former members and former Employees, for any and all expenses,
liabilities, or losses arising out of any act or omission relating to the rendition of services for
or the management and administration of the Plan, except in instances of gross misconduct.
Section 16.13 Extensions of Time Periods. For good cause shown, the Committee may
extend any period provided in the Plan for taking any action required of any Participant or
beneficiary to the extent permitted by law.
Section 16.14 Corrections Involving Participant Direction. If the Committee
determines in its sole discretion that the Plan failed to properly follow a Participants election
or direction and that a correction is necessary or desirable under the law, that correction will be
made as soon as reasonably possible after the error is discovered.
(a) Contribution Election. If a Participants contribution election is not
followed correctly, corrections may be made by adjusting the amount of contributions
withheld from the Participants future paychecks. Adjusted contributions under this Section
may be made in fractional percentages of a Participants Compensation.
(b) Investment Direction. If a Participants investment or transfer direction
is not followed correctly, the Participants account will be adjusted to the position it
would have been in had the direction been correctly followed. The adjustment shall be made
in accordance with the rules and actuarial and investment assumptions determined in the sole
discretion of the Committee.
Section 16.15 Claims and Appeals; Time Limitations; Exhaustion of Remedies. All
claims and appeals related to benefits under the Plan shall be governed by the terms of Article 6
in the Standard Definitions and Procedures for Certain Huntington Ingalls Industries, Inc.
Retirement Plans.
Section 16.16 Qualified Domestic Relations Orders. The Committee will establish rules
and procedures for handling domestic relations orders, including procedures allowing the Plan to
charge individual Participants and alternate payees for expenses associated with handling domestic
relations orders. These rules and procedures may be changed at any time without advance notice to
Participants.
51
ARTICLE 17
Management of Funds
Section 17.01 The Trust. All assets of the Plan will be held as a special trust in
accordance with the terms of the Trust Agreement for the benefit of Participants and their
beneficiaries. Subject to Article 20, no part of the Plans assets may be used for or diverted to
purposes other than for the exclusive benefit of Participants or their beneficiaries before the
satisfaction of all liabilities (as defined in Code Section 401(a)(2)), except to the extent
permitted by law. No person will have any interest in, or right to, any trust assets or earnings,
except as expressly provided in the Plan and the Trust Agreement. The Trust Agreement forms a part
of this Plan, and all rights and benefits that may accrue to any person under this Plan are subject
to the Trust Agreement.
Section 17.02 The Trustee. The Board will appoint the Trustee in accordance with the
Trust Agreement with powers as may be provided in that agreement. The Board may remove the Trustee
at any time with reasonable notice. Upon removal or resignation of the Trustee, the Board will
designate a successor to replace the removed or resigning Trustee.
Section 17.03 Trust Agreement. To provide for the administration of the Trust Fund,
the Company will enter into a Trust Agreement with a Trustee appointed by the Board. The Company
may determine the form and content of the Trust Agreement, which may include, but will not be
limited to, provisions concerning the powers and authority of the Trustee, the authority of the
Company to amend the Trust Agreement and to terminate the Trust Fund, the authority of the Company
and the Committee to settle the accounts of the Trustee on behalf of all persons having an interest
in the Trust Fund, a provision that it will be impossible for any part of the corpus or income of
the Trust Fund to be (within the taxable year or thereafter) used for or diverted to purposes other
than for the exclusive benefit of Participants or their beneficiaries, except as provided in
Article 20 or as may be permitted by law.
Section 17.04 Huntington Ingalls Industries, Inc. Stock. Huntington Ingalls
Industries, Inc. stock held in the Huntington Ingalls Industries Fund for this Plan will be voted
in accordance with the terms of the ESOP and may be tendered for sale in accordance with the ESOP.
Section 17.05 The Investment Committee. The Investment Committee will consist of not
less than three persons appointed from time to time by, and to serve at the pleasure of, the Board.
The Investment Committee is the named fiduciary for investment matters under the Plan. The
members of the Investment Committee will elect one of their number as Chairman and appoint a
Secretary and other officers as the Investment Committee may deem necessary. The Investment
Committee may employ counsel, including investment counsel, as it may require in carrying out its
duties under the Plan.
Section 17.06 Alternate Members. The Board may from time to time appoint one or more
persons as alternate members of the Investment Committee to serve in the absence of members of the
Investment Committee, in the manner stated below, with the same effect as if they were members.
The Chairman of the Investment Committee, in his or her discretion, will designate which of the
alternate members may attend any particular meeting of the Investment
52
Committee to obtain a quorum or full attendance as the Chairman may elect, upon notice given
by the Chairman or at his or her direction. Each alternate member will have all the rights,
powers, and obligations of a member concerning the business of meetings that he or she attends.
Section 17.07 Actions by the Investment Committee. The majority in number of the
members of the Investment Committee at the time in office, represented at a meeting by members or
alternate members or both, will constitute a quorum for the transaction of business. Any
determination or action of the Investment Committee may be made or taken by a majority of a quorum
present at any meeting thereof, or without a meeting, by resolution or written memorandum signed by
a majority of the members then in office.
Section 17.08 Investment Responsibilities.
(a) The Trustee has exclusive authority and discretion to manage, control, purchase,
sell, and invest the assets of the Plan, unless one or more Investment Managers are
appointed, as provided below.
(b) The Board may, in its discretion, appoint one or more Investment Managers who will
have, until terminated by the Board, the power to manage, acquire, and dispose of all or any
part of the assets of the Plan allocated to an Investment Manager by the Board. Each
Investment Manager other than the Investment Committee must represent in writing that it
qualifies under ERISA Section 3(38)(B) and acknowledge in writing that it is a fiduciary of
the Plan. Under those circumstances, the Trustee will have no obligation to invest or
otherwise manage any asset of the Plan that is subject to an Investment Managers
management.
(c) If investment powers are divided among two or more Trustees or Investment Managers,
the Board will formulate investment policies for the Trustees and Investment Managers to
diversify the investments of the Plan to minimize the risk of large losses, unless under the
circumstances it is clearly prudent not to do so.
(d) The Investment Committee will periodically review and evaluate the investment
performance of each Trustee and Investment Manager and advise the Board of its review and
evaluation. The Board may delegate to the Investment Committee the responsibility to
appoint and terminate Trustees and Investment Managers, to allocate Plan assets, to
formulate investment policies, and to instruct the Trustee or Investment Manager
accordingly. In case of such a delegation, the Investment Committee may also appoint itself
to serve as an Investment Manager.
(e) The Investment Committee will establish a funding policy and method to carry out
the Plans objectives and will communicate it to those responsible for investing Plan
assets.
Section 17.09 Liability and Indemnity.
(a) No person, Committee member, Investment Committee member, Trustee, or Investment
Manager who has a fiduciary responsibility, or to whom such responsibility is allocated, as
provided in this Article, by appointment or otherwise, will
53
be liable for any act or omission or investment policy of any other fiduciary except as
provided in ERISA Section 405.
(b) To the extent permitted by law, the Employers will indemnify and hold harmless
their directors, officers, and Employees concerning their responsibilities under this
Article. The Employers may purchase insurance to cover the liabilities of those persons for
breach of fiduciary duty and any other error or omission.
54
ARTICLE 18
Amendment and Termination
Section 18.01 Right to Amend the Plan. The Companys right to amend the Plan is
provided in Article 5 of the Standard Definitions and Procedures for Certain Huntington Ingalls
Industries, Inc. Retirement Plans, which Article is incorporated herein by reference.
Section 18.02 Termination or Reduction. The Company maintains the Plan voluntarily.
(a) The Company reserves the right at any time to terminate the Plan or to suspend,
reduce or partially or completely discontinue contributions to the Plan through written
resolution of the Board.
(b) If the Company, in its discretion, terminates or completely discontinues
contributions to the Plan (as defined under Code Section 411(d)(3)), the interests of all
Participants in their Accounts will be fully vested and nonforfeitable.
(c) Distributions may be made only if the Plan is completely terminated and only to the
extent permitted by the tax rules governing the Plan.
(d) This Section does not apply to partial terminations.
Section 18.03 Partial Terminations. The Company reserves the right at any time to
partially terminate the Plan through written resolution of the Board.
(a) If the Company in its discretion determines that a partial termination of the Plan
has occurred (as described in Code Section 411(d)(3) and Treasury Regulation Section
1.411(d)-2(b)), the rights of Participants affected by the partial termination will
automatically become fully vested, but only to the extent required by statute and
regulation.
(b) If the Company in its discretion determines that a horizontal partial termination
has occurred (as described in Treasury Regulation Section 1.411(d)-2(b)(2)), only that
portion of a Participants benefit (if any) that is affected by the horizontal partial
termination will become vested.
(c) No amounts will be distributed on account of a partial termination.
(d) Nothing in this Plan is intended to give any rights greater than those required by
statute or regulation concerning partial terminations.
55
ARTICLE 19
Mergers
Section 19.01 Merger of Plans. If the Plan merges or consolidates with, or transfers
its assets or liabilities to, any other plan, then, to the extent required by ERISA, each
Participant is entitled to receive a benefit immediately after the merger, consolidation or
transfer (assuming that the Plan had then terminated) that is equal to or greater than the benefit
to which he or she would have been entitled immediately before the merger, consolidation or
transfer (assuming that the Plan had then terminated).
(a) This Section is intended only to implement Code Sections 401(a)(12) and 414(l) and
ERISA Section 208. It does not require anything more than those statutes require.
(b) In particular, a merger or transfer under this Section does not require any act or
change in status that would be required by an actual termination, such as liquidation of the
Trust Fund.
(c) This Section does not guarantee the value of Accounts at the same level as
immediately before a merger or transfer. Accounts may decrease in value following a merger
or transfer just as in the ordinary course, and the risk of any decreases remains on the
Participants.
56
ARTICLE 20
Return of Contributions
Section 20.01 In General. Unless one of the exceptions in the next Section applies,
ERISA requires that the Trust Fund be used for the exclusive benefit of Participants and their
beneficiaries and to pay reasonable Plan expenses.
Section 20.02 Exceptions. If any contribution is made:
(a) by a mistake of fact, or
(b) conditioned on its deductibility (all contributions are conditioned on their
deductibility) and that contribution is not deductible in the taxable year of the
contribution under Code Section 404,
the contribution will be returned to the Affiliated Companies within one year after the date of
payment by mistake or the date of disallowance, whichever applies.
57
ARTICLE 21
Miscellaneous
Section 21.01 Headings. The headings and subheadings in this Plan have been inserted
for convenience of reference only. If a heading and the content of a section conflict, the content
of the section controls.
Section 21.02 Construction. Except to the extent preempted by federal law in
accordance with ERISA, this Plan is construed in accordance with the laws of the State of
California.
Section 21.03 No Employment Rights. Nothing in this Plan confers upon any Employee
any right to be retained in the service of the Affiliated Companies or to interfere with the right
of the Affiliated Companies to otherwise deal with their Employees without regard to the existence
of the Plan.
Section 21.04 Limitation to Trust Fund. The Affiliated Companies have no liability
for benefits under the Plan beyond the contributions required by the Plans terms. Nothing in the
Plan gives any Participant or beneficiary any right to assets of the Affiliated Companies, and all
Plan benefits are limited to the amounts in the Trust Fund. The Affiliated Companies, the
Committee and the Investment Committee do not guarantee the Trust Fund in any manner against loss
or depreciation and do not guarantee the payment of any benefit that may become due under the Plan.
Section 21.05 Separability. If any provision of the Plan is held invalid or
unenforceable, the invalidity or unenforceability will not affect any other provision of the Plan,
and the Plan will be construed and enforced as if that provision had not been included.
* * *
58
IN WITNESS WHEREOF, Huntington Ingalls Industries, Inc. has caused this amended and restated
Plan to be executed by its duly authorized representative on this 30th day of March, 2011.
|
|
|
|
|
|
HUNTINGTON INGALLS INDUSTRIES, INC.
|
|
|
By: |
/s/ William Ermatinger
|
|
|
|
William Ermatinger |
|
|
|
Vice President and Chief Human Resources Officer |
|
|
59
APPENDIX A
Section 415 Limits
Section A.01 In General. Annual additions under this Plan are subject to the
limitations of Code Section 415 and its regulations, which are incorporated here by reference.
Section A.02 Reductions Among Defined Contribution Plans. If a Participant
participates in another defined contribution plan and the total Annual Additions on his or her
behalf under all defined contribution plans sponsored by the Company exceed the limitations under
Code Section 415, the Employer may elect, consistent with Treasury Regulation Section
1.415(g)-1(b)(3)(iii), to treat the other defined contribution plan as causing a violation under
Code Section 415, subject to the correction methods permitted thereunder.
Section A.03 Compensation. For purposes of this Appendix, the term Compensation
means all amounts paid to the Employee by the Affiliated Companies that are treated as
Compensation under Code Section 415(c)(3). Compensation includes elective amounts that are not
includible in the gross income of the Employee by reason of section 132(f)(4) .
Section A.04 Annual Additions. Annual additions are, for any Limitation Year,
(a) the sum, credited to a Participant for the Limitation Year under plans of the
Special Aggregation Group, of:
(1) Employer contributions allocated to an account,
(2) Employee contributions,
(3) Forfeitures allocated to an account,
(4) Contributions to individual medical accounts described in Code Section
415(l)(1),
(5) Contributions to individual medical accounts described in Code Section
419A(d)(2).
(b) Amounts described in (a)(1)-(4) include any amounts under a qualified defined
contribution or defined benefit plan.
(c) For purposes of this Section, employee contributions do not include:
(1) Rollover contributions;
(2) Loan repayments;
(3) Buyback repayments under Code Section 411(a)(3)(D) or 411(a)(7)(C); or
(4) Direct transfers of employee contributions from one qualified plan to
another.
60
Section A.05 Limitation Year. The limitation year specified in a plan. But if none
is specified, the limitation year is the calendar year.
Section A.06 Special Aggregation Group. The Affiliated Companies plus any entity that
is, or that is part of an entity that is:
(a) a member of a controlled group of corporations (within the meaning of Code Section
414(b)) with the Company,
(b) under common control (under Code Section 414(c)) with the Company,
(c) aggregated with the Company under Code Section 414(m) or (o).
Under this Section, the phrase more than 50 percent is substituted for the phrase at least 80
percent each time it appears in Code Section 1563(a)(1).
61
APPENDIX B
Top Heavy Provisions
Section B.01 Generally. This Appendix only applies if the Plan becomes Top-Heavy.
The rules in this Appendix are intended to conform to Code Section 416.
Section B.02 Eligibility for Required Contributions. For any Plan Year in which the
Plan is Top Heavy, the required contributions described in Section B.03 will be provided under this
Plan to any Employee who meets the requirements of (a) and (b):
(a) The Employee is not a Key Employee.
(b) The Employee has previously become a Participant in the Plan and has not separated
from service by the end of the Plan Year, with the determination of whether or not an
Employee is a participant for purposes of this Section to be made without regard to whether
or not the Employee:
(1) failed to complete 1000 Hours of Service during the Plan Year;
(2) would otherwise be excluded from participation (or receives no
contributions or less than a full contribution) because of a failure to make
mandatory Employee contributions (or elective deferrals); or
(3) would otherwise be excluded from participation (or receives no
contributions or less than a full contribution) because his or her earnings are less
than a stated amount.
Section B.03 Required Contribution. The required contribution under this Section is:
(a) An employer contribution equal to the employer contribution to be provided under
this Plan without regard to this Appendix, increased by the Top-Heavy Minimum under Section
B.04 or B.05, whichever applies.
(b) References to employer contributions in this Appendix include amounts
attributable to forfeitures, but do not include amounts attributable to a salary reduction
or similar arrangement.
Section B.04 Top-Heavy Minimum. Unless Section B.05 applies, the Top-Heavy Minimum is
determined under (a) as modified by (b).
(a) The amount of the minimum employer contribution is the lesser of the following
percentages of Compensation:
(1) Three percent, or
62
(2) The highest percentage at which employer contributions are made under the
Plan for the Plan Year on behalf of a Key Employee.
(A) For purposes of this paragraph (2), all defined contribution plans
required to be included in an Aggregation Group are treated as one plan.
(B) This paragraph (2) does not apply if the Plan is required to be
included in an Aggregation Group and the Plan enables a defined benefit plan
required to be included in the Aggregation Group to meet the requirements of
Code Sections 401(a)(4) or 410.
(C) For purposes of this paragraph (2), the percentage at which
contributions are made for a Key Employee is calculated based only on his or
her Compensation.
(D) For purposes of this paragraph (2), pre-tax salary deferral
contributions made by a Key Employee are treated as employer contributions.
(b) The Top-Heavy Minimum of this Section is reduced by the amount of Nonintegrated
employer contributions and employer matching contributions (as defined in Code Section
401(m)(4)) otherwise made on the Employees behalf under this Plan and all other defined
contribution plans of the Affiliated Companies.
Section B.05 Participants Under Defined Benefit Plans. For any Plan Year in which the
Plan is Top-Heavy, if any Employee for whom a contribution is required under Section B.02 for the
Plan Year would also be eligible for a top-heavy minimum benefit for a corresponding plan year (as
defined in (d)) under a defined benefit plan of the Affiliated Companies (before this Section is
applied), then:
(a) This Section rather than Section B.04 applies to the Employee for the Plan Year,
and
(b) The Top-Heavy Minimum is a Nonintegrated employer contribution for the Employee for
the Plan Year equal to 5% of the Employees Compensation (without regard to profits and
without regard to the amount of contributions, if any, made to defined contribution plans on
behalf of Key Employees).
(c) The Top-Heavy Minimum in (b) will be reduced by the amount of Nonintegrated
employer contributions and employer matching contributions (as defined in Code Section
401(m)(4)) otherwise made on the Employees behalf under this Plan and all other defined
contribution plans of the Affiliated Companies.
(d) The corresponding plan year is determined as follows:
(1) Ascertain the Determination Date for this Plan utilized to determine that
this Plan is Top-Heavy for the relevant year.
63
(2) Next ascertain the Determination Date for the defined benefit plan that was
aggregated with the Determination Date in (d)(1) under the provisions of Section
B.12.
(3) The corresponding plan year for the defined benefit plan is the plan year
for which the defined contribution plan was determined to be Top-Heavy on the basis
of the Determination Date ascertained in (d)(2).
Section B.06 Leased Employees. Leased Employees are not considered Employees under
this Appendix unless they are eligible to participate under the terms of the Plan.
Section B.07 Determination of Top Heaviness. The determination of whether a plan is
Top-Heavy is made as follows:
(a) If the Plan is not required to be included in an Aggregation Group with other
plans, then it is Top-Heavy only if:
(1) when considered by itself, it is a Top-Heavy Plan, and
(2) it is not included in a permissive Aggregation Group that is not a
Top-Heavy Group.
(b) If the Plan is required to be included in an Aggregation Group with other plans, it
is Top-Heavy only if the Aggregation Group, including any permissively aggregated plans, is
Top-Heavy.
(c) If a plan is not a Top-Heavy Plan and is not required to be included in an
Aggregation Group, then it is not Top-Heavy even if it is permissively aggregated in an
Aggregation Group that is a Top-Heavy Group.
Section B.08 Calculation of Top-Heavy Ratios. A plan is Top-Heavy and an Aggregation
Group is a Top-Heavy Group for any plan year if the sum as of the Determination Dates of the
Cumulative Accrued Benefits and the Cumulative Accounts of Special Members who are Key Employees
for the plan year exceeds 60% of a similar sum determined for all Special Members, excluding
Cumulative Accrued Benefits and Cumulative Accounts of former Key Employees from the calculations
entirely.
Section B.09 Cumulative Accounts and Cumulative Accrued Benefits. The Cumulative
Accounts and Cumulative Accrued Benefits for any Employee are determined as follows:
(a) Cumulative Account means the sum of the amounts of a Special Members accounts
under a defined contribution plan (for an unaggregated plan) or under all defined
contribution plans included in an Aggregation Group (for aggregated plans) determined as of
the most recent plan valuation date within a 12-month period ending on the Determination
Date, increased by:
64
(1) For plans not subject to the minimum funding requirements of Code Section
412, except for the first plan year, amounts actually contributed after the
valuation date and on or before the Determination Date.
(2) For plans not subject to the minimum funding requirements of Code Section
412, for the first plan year, the contributions referred to in (1) as well as
amounts contributed after the Determination Date but allocated as of a date within
the first plan year.
(3) For plans subject to the minimum funding requirements of Code Section 412,
amounts that would be allocated as of a date after the valuation date but no later
than the Determination Date (even though not then required to be contributed) and
amounts contributed or due before the expiration of the Code Section 412(c)(10)
extended payment period.
(b) Cumulative Accrued Benefit means the sum of the present value of a Special
Members accrued benefits under a defined benefit plan (for an unaggregated plan) or under
all defined benefit plans included in an Aggregation Group (for aggregated plans),
determined under the actuarial assumptions provided in the plan or plans, as of the most
recent plan valuation date within a 12-month period ending on the Determination Date as if
the participant voluntarily terminated service
(1) as of the Determination Date, for the first plan year of the plan, or
(2) for any other plan year, as of the most recent valuation date within the
12-month period ending on the Determination Date, or
(3) if earlier, the participants actual termination date.
The valuation date used must be the same valuation date used for computing costs for
minimum funding purposes, regardless of whether a valuation is performed for the year.
(c) Accounts and benefits are calculated to include all amounts attributable to both
employer and Employee contributions and forfeitures but excluding amounts attributable to
voluntary deductible Employee contributions.
(d) Accounts and benefits are increased by the aggregate distributions (except for
amounts already included at the valuation date under (a) and (b)) during the Test Period
made for a Special Member under the plan or plans as the case may be or under a terminated
plan that, if it had not been terminated, would have been required to be included in the
Aggregation Group. For distributions made for a reason other than separation from service,
death, or disability, this provision is applied by substituting 5-year period ending on the
Determination Date for Test Period.
65
(e) Rollovers and direct plan-to-plan transfers are treated as follows:
(1) If the transfer is initiated by the Special Member and made from a plan
maintained by an employer not a member of the Affiliated Companies to a plan
maintained by the Affiliated Companies, or vice-versa, the transferring plan
continues to count the amount transferred under the rules for counting
distributions. The receiving plan does not count the amount if accepted after
December 31, 1983, but does count it if accepted before January 1, 1984.
(2) If the transfer is not initiated by the Special Member or is made between
plans maintained by the Affiliated Companies, the transferring plan no longer counts
the amount transferred and the receiving plan does count the amount transferred.
(f) The accrued benefits and accounts attributable to any Employee who has not
performed services for the Affiliated Companies at any time during the Test Period are not
taken into account.
(g) Benefits paid on account of death are counted as distributions only to the extent
they do not exceed the present value of accrued benefits existing immediately before death.
For life insurance under defined contribution plans, only the cash value of life insurance
policies distributed on account of death are counted as a distribution.
(h) Solely for determining whether the Plan, or any other plan included in a required
Aggregation Group of which this Plan is a part, is Top-Heavy, the accrued benefit of a
Special Member other than a Key Employee is determined under:
(1) The method, if any, that uniformly applies for accrual purposes under all
plans maintained by the Affiliated Companies, or
(2) If there is no such method, as is described in (1), as if the benefit
accrued not more rapidly than the slowest accrual rate permitted under the
fractional accrual rule of Code Section 411(b)(1)(C).
(i) Calculations are made separately for each plan as of each plans Determination Date
and then all plans are combined by utilizing the Determination Dates for plans that fall
within the same calendar year.
Section B.10 Other Definitions. The definitions in Sections B.11-B.20 apply under
this Appendix.
Section B.11 Affiliated Companies. The Company and any entity that is or that is a
part of an entity that is:
(a) a member of a controlled group of corporations (under Code Section 414(b)) with the
Company,
(b) under common control (under Code Section 414(c)) with the Company,
66
(c) a member of an affiliated service group (under Code Section 414(m)) with the
Company, or
(d) otherwise required to be aggregated with the Company under regulations under Code
Section 414(o).
Section B.12 Aggregation Group. For any Determination Date, the Aggregation Group
includes a plan or group of plans qualified under Code Section 401(a), 403(a) or 408(k) maintained
by the Affiliated Companies (including plans that terminated within the Test Period) that:
(a) during the Test Period, had a Key Employee participant, or
(b) during the Test Period, enabled any plan in which a Key Employee was a participant
to meet the requirements of Code Section 401(a)(4) or Code Section 410, or
(c) were selected by the Company for permissive aggregation (provided that inclusion of
the permissive plans would not prevent the entire group of plans from continuing to meet the
requirements of Code Sections 401(a)(4) and 410).
Section B.13 Compensation. For purposes of this Appendix, the term Compensation
means all amounts paid to the Employee by the Affiliated Companies that are treated as
Compensation under Code Section 415(c)(3).
Section B.14 Determination Date. For any plan year, the term Determination Date
means:
(a) the last day of the preceding plan year, or
(b) for the first plan year of the plan, the last day of the plan year.
Section B.15 Hour of Service. An Hour of Service is determined under the following
rules and under Department of Labor Regulations at 29 CFR Section 2530.200b-2, which are
incorporated into this Plan by reference:
(a) An Hour of Service is each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for the Affiliated Companies during the applicable
computation period.
(b) An Hour of Service is each hour for which an Employee is paid, or entitled to
payment by the Affiliated Companies on account of a period of time during which no duties
are performed (irrespective of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability), lay-off, jury duty, military
duty or leave of absence. Notwithstanding the preceding sentence:
(1) No more than 501 Hours of Service are required to be credited under (b) to
an Employee on account of any single continuous period during
67
which the Employee performs no duties (whether or not such period occurs in a
single computation period); and
(2) An hour for which an Employee is directly or indirectly paid, or entitled
to payment, on account of a period during which no duties are performed is not
required to be credited to the Employee if such payment is made or due under a plan
maintained solely for the purpose of complying with applicable workmens
compensation, or unemployment compensation or disability insurance laws; and
(3) Hours of Service are not required to be credited for a payment which solely
reimburses an Employee for medical or medically related expenses incurred by the
Employee.
(c) For purposes of (b), a payment is deemed to be made by or due from the Affiliated
Companies regardless of whether the payment is made by or due from the Affiliated Companies
directly, or indirectly through, among others, a trust, fund, or insurer to which the
Affiliated Companies contribute or pay premiums and regardless of whether contributions made
or due to the trust, fund, insurer or other entity are for the benefit of particular
Employees or are on behalf of a group of Employees in the aggregate.
(d) An Hour of Service is each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Affiliated Companies. The same Hours of
Service may not be credited both under (a) or (b), as the case may be, and under this
subsection (d). Thus, for example, an Employee who receives a back pay award following a
determination that he or she was paid at an unlawful rate for hours of service previously
credited will not be entitled to additional credit for the same hours of service. Crediting
of Hours of Service for back pay awarded or agreed to for periods described in (b) is
subject to the limitations in that subsection. For example, no more than 501 Hours of
Service are required to be credited for payments of back pay, to the extent that the back
pay is agreed to or awarded for a period during which an Employee did not or would not have
performed duties.
Section B.16 Key Employee. Any Special Member who is or was, at any time during the
Test Period, described in (a), (b) or (c).
(a) Subject to (1) and (2), an officer of the Employer having annual Compensation
greater than $160,000, as adjusted under Code Section 416(i)(1).
(1) The maximum number of officers is the lesser of:
(A) Fifty, or
(B) The greater of (i) three or (ii) 10 percent (rounded to the next
highest integer) of the greatest number of Employees who performed services
for the Affiliated Companies in the Test Period.
68
(2) The following are not officers for purposes of this Section:
(A) Employees described in Code Section 414(q)(5).
(B) Employees and officers of entities referred to in Code Section
414(d).
(b) An Employee who owns (or is treated as owning under Code Section 318) more than
five percent of the outstanding stock of any member of the Affiliated Companies or stock
possessing more than five percent of the total combined voting power of that stock.
(c) An Employee who would be described in (b) above if one percent were substituted
for five percent and who has annual pay of more than $150,000 for the Plan Year of
ownership.
(d) For purposes of determining ownership under this Section, Code Section 318(a)(2)(C)
are applied by substituting five percent for 50 percent, and Code Sections 414(b), (c),
(m), and (o) do not apply.
Section B.17 Limitation Year. The calendar year.
Section B.18 Nonintegrated. A Nonintegrated benefit means a benefit determined
without taking into account contributions or benefits under Code Chapter 2 (relating to tax on
self-employment income), Code Chapter 21 (relating to the Federal Insurance Contributions Act),
title II of the Social Security Act, or any other federal or state law.
Section B.19 Special Member. For purposes of this Appendix, a Special Member is any
person employed or formerly employed by the Affiliated Companies and any beneficiary of any such
person, provided that the requirements of Sections B.02-B.05 do not apply to any person included in
a unit of Employees covered by an agreement the Secretary of Labor finds (in accordance with the
rules of Code Section 7701(b)) to be a collective bargaining agreement between Employee
representatives and one or more members of the Affiliated Companies if there is evidence that
retirement benefits were the subject of good faith bargaining between the Employee representatives
and the member or members of the Affiliated Companies.
Section B.20 Test Period. The plan year containing the Determination Date concerned.
69
APPENDIX C
The 401(k) and 401(m) Tests
Section C.01 In General. This Appendix describes the limitations imposed by the
federal tax laws on contributions that may be made to the Plan on behalf of Highly Compensated
Participants. This Appendix is intended solely to implement the requirements of Code Sections
401(k) and (m).
Section C.02 The 401(k) Test. Sections C.03-C.07 implement the nondiscrimination
requirements in Code Section 401(k) and the regulations under that section, which are incorporated
here by reference.
Section C.03 K Percentage. This term means the average of the K Ratios, calculated
separately for each Participant in a group. The K Ratio is the amount of all Tax-Deferred
Contributions and Roth Contributions made to a Participants Account for a Plan Year, plus the
qualified matching contributions and the qualified nonelective contributions treated by the
Committee as Tax-Deferred Contributions, divided by the Participants Compensation for that Plan
Year.
(a) Qualified Matching Contributions And Qualified Nonelective Contributions.
(1) Qualified Matching Contributions. The term qualified matching
contributions means matching contributions that satisfy the additional requirements
of (3).
(2) Qualified Nonelective Contributions. The term qualified
nonelective contributions means employer contributions, other than elective
contributions and matching contributions, that satisfy the additional requirements
of (3).
(3) Additional Requirements. Except to the extent that Treasury
Regulation Section 1.401(k)-1(c) and (d) specifically provide otherwise, the
matching contributions and the nonelective contributions must satisfy the
requirements of Treasury Regulation Section 1.401(k)-1(c) and (d) as though the
contributions were elective contributions, without regard to whether the
contributions are actually taken into account as elective contributions under
paragraph (b)(2) of this Section. Thus, the matching and nonelective contributions
must satisfy the vesting requirements of Treasury Regulation Section 1.401(k)-1(c)
and be subject to the distribution requirements of Treasury Regulation Section
1.401(k)-1(d) when they are contributed to the Plan.
(b) Qualified Nonelective Contributions And Qualified Matching Contributions That
May Be Taken Into Account Under The Actual Deferral Percentage Test. All or part of the
qualified nonelective contributions and qualified matching contributions made for any or all
Employees who are Eligible Employees under the Plan may be treated as elective
contributions, provided that each of the following requirements (to the extent applicable)
is satisfied:
70
(1) The amount of nonelective contributions, including those qualified
nonelective contributions treated as elective contributions for purposes of the
actual deferral percentage test, satisfies the requirements of Code Section
401(a)(4). See Treasury Regulation Section 1.401(a)(4)-1(b)(2).
(2) The amount of nonelective contributions, excluding those qualified
nonelective contributions treated as elective contributions for purposes of the
actual deferral percentage test and those qualified nonelective contributions
treated as matching contributions for purposes of the actual contribution percentage
test, satisfies the requirements of Code Section 401(a)(4). See Treasury Regulation
Section 1.401(a)(4)-1(b)(2).
(3) The qualified nonelective contributions and qualified matching
contributions satisfy the requirements of Treasury Regulation Section
1.401(k)-2(a)(4)(i)(A) for the Plan Year as if the contributions were elective
contributions.
(4) The Plan and the plan or plans to which the qualified nonelective
contributions and qualified matching contributions are made, could be aggregated
under Treasury Regulation Section 1.410(b)-7(d) after application of the mandatory
disaggregation rules of Treasury Regulation Section 1.410(b)7(c), as modified in
Treasury Regulation Section 1.401(k)-1(b)(4)(v). If the Plan Year is changed to
satisfy the requirement under Treasury Regulation Section 1.410(b)-7(d)(5) that
aggregated plans have the same plan year, the qualified nonelective contributions
and qualified matching contributions may be taken into account in the resulting
short plan year only if the contributions satisfy the requirements of Treasury
Regulation Section 1.401(k)-2(a)(4)(i) with respect to the short year as if the
contributions were elective contributions and the aggregated plans could otherwise
be aggregated for purposes of Code Section 410(b).
Section C.04 401(k) Limit. In any Plan Year, the K Percentage for Highly Compensated
Participants may not be more than the greater of
(a) the K Percentage for the preceding Plan Year for all Participants that were not
Highly Compensated Participants in that preceding Plan Year multiplied by 1.25; or
(b) the lesser of 2% plus the K Percentage for the preceding Plan Year for all
Participants that were not Highly Compensated Participants in that preceding Plan Year or
the K Percentage for the preceding Plan Year for all Participants that were not Highly
Compensated Participants in the preceding Plan Year multiplied by 2.0.
71
|
|
|
K Percentage for Nonhighly |
|
Maximum K Percentage allowed for |
Compensated (Non-HC%) |
|
Highly Compensated |
0%
|
|
0% |
Greater than 0%, up to 2%
|
|
Non-HC% x 2 |
Greater than 2%, up to 8%
|
|
Non-HC% + 2 |
Over 8%
|
|
Non-HC% x 1.25 |
Section C.05 Highly Compensated Individual K Percentage Limit. If at the end of
any Plan Year the K Percentage for Highly Compensated Participants exceeds the group limit in
Section C.04, the Committee will determine the initial maximum individual K Percentage limit for
Highly Compensated Participants. The initial maximum limit is a ceiling on each Highly Compensated
Participants individual K Percentage, which, if imposed, would bring the group K Percentage for
Highly Compensated Participants within the limits imposed by the previous Section.
Section C.06 Excess Tax-Deferred Contributions. In any Plan Year in which the K
Percentage for Highly Compensated Participants exceeds the 401(k) limit, the Excess Tax-Deferred
Contributions and/or Roth Contributions are determined under this Section.
(a) The Total Excess Tax-Deferred Contributions and/or Roth Contributions equal the sum
of the Individual Excess Tax-Deferred Contributions and/or Roth Contributions for each
Highly Compensated Participant.
(b) The Individual Excess Tax-Deferred Contributions and/or Roth Contributions for a
Highly Compensated Participant equal the excess of the Participants Tax-Deferred
Contributions and/or Roth Contributions for the Plan Year over (1) multiplied by (2) as
follows:
(1) the maximum individual K Percentage limit for Highly Compensated
Participants (see Section C.05);
(2) the Participants Compensation.
Section C.07 Treatment of Excess Tax-Deferred Contributions and/or Roth Contributions.
Excess Tax-Deferred Contributions and/or Roth Contributions will be either recharacterized as
After-Tax Contributions (in accordance with IRS regulations) or repaid to the Participants, along
with earnings on the excess amounts.
(a) Excess Tax-Deferred Contributions and/or Roth Contributions will be recharacterized
or repaid as follows:
(1) An amount will be recharacterized or repaid to the Highly Compensated
Participant(s) with the most Individual Excess Tax-Deferred Contributions and/or
Roth Contributions as follows:
72
(A) The amount recharacterized or repaid is the amount necessary to
reduce that Participants Individual Excess Tax-Deferred Contributions
and/or Roth Contributions to the dollar amount of Individual Excess
Tax-Deferred Contributions and/or Roth Contributions of the Highly
Compensated Participant with the next most Individual Excess Tax-Deferred
Contributions and/or Roth Contributions.
(B) A lesser amount will be recharacterized or repaid if that lesser
amount, when added to the total dollar amount already recharacterized or
repaid, equals the Total Excess Tax-Deferred Contributions and/or Roth
Contributions.
(2) The process in subsection (1) is repeated until the Total Excess
Tax-Deferred Contributions and/or Roth Contributions have been recharacterized or
repaid in full.
(b) The following additional rules apply:
(1) Repaid earnings include amounts earned for the Plan Year in which the
contributions were made.
(2) Any repayment under this Section must be made before the end of the Plan
Year following the Plan Year to which the excesses are attributable.
(3) Recharacterization will not occur for any Highly Compensated Participant to
the extent that the recharacterized amounts, in combination with After-Tax
Contributions made by or on behalf of the Participant, exceed the maximum amount of
After-Tax Contributions the Participant would be permitted to make under the Plan in
absence of recharacterization.
(4) If a Participants contributions are recharacterized as After-Tax
Contributions for a Plan Year due to such Participant reaching the dollar limit in
Section 6.02(a), in accordance with Section 6.02(c)(1), the Participants elected
percentage of Compensation that was in effect for such Plan Year prior to such
recharacterization shall be in effect for the subsequent Plan Year, unless the
Participant makes a new election. If contributions must be returned to a
Participant due to contribution limits or as the result of the nondiscrimination
testing, Roth Contributions shall be returned prior to Tax-Deferred Contributions.
Section C.08 The 401(m) Test. Sections C.09-C.13 are intended to implement the
nondiscrimination requirements set forth in Code Section 401(m) and the regulations under that
section, which are incorporated here by reference. The limitations of this section will be imposed
after the operation of the 401(k) test.
Section C.09 A&C Percentage. This term means the average of the A&C Ratios,
calculated separately for each Participant in a group. The A&C Ratio is the amount of all
After-Tax and Company Matching Contributions made to a Participants Account for a Plan Year, plus
the elective contributions and the qualified nonelective contributions treated by the
73
Committee as matching contributions, divided by the Participants Compensation for that Plan
Year. However, the A&C Ratio does not count amounts counted under the 401(k) test.
(a) Qualified Nonelective Contributions.
(1) Qualified Nonelective Contributions. The term qualified
nonelective contributions means employer contributions, other than elective
contributions and matching contributions, that satisfy the additional requirements
of (2).
(2) Additional Requirements. Except to the extent that Treasury
Regulation Section 1.401(k)-1(c) and (d) specifically provide otherwise, the
nonelective contributions must satisfy the requirements of Treasury Regulation
Section 1.401(k)-1(c) and (d) as though the contributions were elective
contributions, without regard to whether the contributions are actually taken into
account as elective contributions under paragraph (b)(2) of this Section. Thus, the
nonelective contributions must satisfy the vesting requirements of Treasury
Regulation Section 1.401(k)-1(c) and be subject to the distribution requirements of
Treasury Regulation Section 1.401(k)-1(d) when they are contributed to the Plan.
(b) Qualified Nonelective Contributions And Elective Contributions That May Be
Taken Into Account Under The Actual Contribution Percentage Test. All or part of the
qualified nonelective contributions and elective contributions made with respect to any or
all Employees who are Eligible Employees under the Plan may be treated as matching
contributions provided that each of the following requirements (to the extent applicable) is
satisfied:
(1) The amount of nonelective contributions, including those qualified
nonelective contributions treated as matching contributions for purposes of the
actual contribution percentage test, satisfies the requirements of Code Section
401(a)(4).
(2) The amount of nonelective contributions, excluding those qualified
nonelective contributions treated as matching contributions for purposes of the
actual contribution percentage test and those qualified nonelective contributions
treated as elective contributions under Treasury Regulation Section 1.401(k)-2(a)(6)
for purposes of the actual deferral percentage test, satisfies the requirements of
Code Section 401(a)(4).
(3) The elective contributions, including those treated as matching
contributions for purposes of the actual contribution percentage test, satisfy the
requirements of Code Section 401(k)(3).
(4) The qualified nonelective contributions are allocated to the Employee under
the Plan as of a date within the Plan Year (within the meaning of Treasury
Regulation Section 1.401(k)-2(a)(4)(i)(A)), and the elective
74
contributions satisfy Treasury Regulation Section 1.401(k)-2(a)(4)(i) for the
Plan Year.
(5) The plan that takes qualified nonelective contributions and elective
contributions into account in determining whether employee and matching
contributions satisfy the requirements of Code Section 401(m)(2)(A), and the plans
to which the qualified nonelective contributions and elective contributions are
made, are or could be aggregated for purposes of Code Section 410(b) (other than the
average benefit percentage test). If the plan year of the plan being tested is
changed to satisfy the requirement under Code Section 410(b) that the aggregated
plans have the same plan year, the elective contributions may be taken into account
in the resulting short plan year only if these contributions satisfy the
requirements of Treasury Regulation Section 1.401(k)-2(a)(4) with respect to the
short year, and the qualified nonelective contributions may be taken into account in
the resulting short plan year only if these contributions satisfy the requirements
of Treasury Regulation Section 1.401(k)-2(a)(4)(i)(A) with respect to the short year
as if they were elective contributions.
Section C.10 Highly Compensated Group Contribution Limit. In any Plan Year, the A&C
Percentage for the group of Highly Compensated Participants may not be more than the greater of
(a) the A&C Percentage for the preceding Plan Year for all Participants that were not
Highly Compensated Participants in that preceding Plan Year multiplied by 1.25, or
(b) the lesser of 2% plus the A&C Percentage for the preceding Plan Year for all
Participants that were not Highly Compensated Participants in the preceding Plan Year or the
A&C Percentage for the preceding Plan Year for all Participants that were not Highly
Compensated Participants in the preceding Plan Year multiplied by 2.0.
The following chart expresses this concept.
|
|
|
A&C Percentage for Nonhighly |
|
Maximum A&C
Percentage allowed for |
Compensated (Non-HC%) |
|
Highly Compensated |
0%
|
|
0% |
Greater than 0%, up to 2%
|
|
Non-HC% x 2 |
Greater than 2%, up to 8%
|
|
Non-HC% + 2 |
Over 8%
|
|
Non-HC% x 1.25 |
Section C.11 Highly Compensated Individual A&C Limit. If at the end of any Plan
Year the A&C Percentage for Highly Compensated Participants exceeds the group limit in Section
C.10, the Committee will determine the initial maximum individual A&C percentage limit
75
for Highly Compensated Participants. The initial maximum limit is a ceiling on each Highly
Compensated Participants individual A&C percentage, which, if imposed, would bring the group A&C
Percentage for Highly Compensated Participants within the limits imposed by the previous Section.
Section C.12 Excess A&C Contributions. In any Plan Year in which the A&C Percentage
for Highly Compensated Participants exceeds the A&C limit, the Excess A&C Contributions are
determined under this Section.
(a) The Total Excess A&C Contributions equal the sum of the Individual Excess A&C
Contributions for each Highly Compensated Participant.
(b) The Individual Excess A&C Contributions for a Highly Compensated Participant equal
the excess of the Participants After-Tax and Company Matching Contributions for that Plan
Year over (1) multiplied by (2) as follows:
(1) the maximum individual A&C limit for Highly Compensated Participants (see
Section C.11);
(2) the Participants Compensation.
Section C.13 Treatment of Excess A&C Contributions. Excess A&C Contributions are
treated as follows:
(a) Excess A&C Contributions are repaid as follows:
(1) An amount will be repaid to the Highly Compensated Participant(s) with the
most Individual Excess A&C Contributions as follows:
(A) The amount repaid is the amount necessary to reduce that
Participants Individual Excess A&C Contributions to the dollar amount of
Individual Excess A&C Contributions of the Highly Compensated Participant
with the next most Individual Excess A&C Contributions.
(B) A lesser amount will be repaid if such lesser amount, when added to
the total dollar amount already repaid, equals the Total Excess A&C
Contributions.
(2) The process in subsection (1) is repeated until the Total Excess A&C
Contributions have been repaid in full.
(b) The following additional rules apply:
(1) Participant contributions are repaid to a Participant along with earnings
on the repaid amounts.
(2) Company Matching Contributions are forfeited along with their earnings and
applied to reduce future Company contributions to the Plan.
76
Repayments and forfeitures must be made before the end of the Plan Year
following the Plan Year to which the excess amounts are attributable.
(3) Earnings include amounts earned for the Plan Year in which the
contributions were made.
Section C.14 Reductions During the Year. This Appendix in no way restricts the
Committees ability to reduce the amount of contributions that may be made during a Plan Year to
try to prevent the Plan from exceeding the limits in this Appendix.
Section C.15 Unmatched Company Contributions. If as the result of the operation of
Section 6.02 (the dollar limit on Tax-Deferred and Roth Contributions, as indexed) and/or the
401(k) test and/or the 401(m) test, a Participants contributions are reduced so that Company
Matching Contributions previously made are no longer matched by sufficient Participant
contributions, the Participants Company Matching Contributions will be reduced to match properly
the Participants remaining contributions. The excess Company Matching Contributions will be
forfeited and applied to reduce future Company contributions to the Plan.
Section C.16 Employee Stock Ownership Plan. Amounts allocated under an employee stock
ownership plan described in Code Section 4975(e)(7) are counted under the 401(k) test and the
401(m) test for the Plan.
Section C.17 Compensation. For purposes of this Appendix, Compensation means
Compensation as defined under Code Section 414(s).
77
APPENDIX D
Highly Compensated Participants
Section D.01 In General. This Appendix implements Code Section 414(q) and will not
be construed to require anything more than that statute requires.
Section D.02 Highly Compensated Participant. A Highly Compensated Participant is any
Employee who performs services for the Affiliated Companies during the Plan Year and is:
(a) An Eligible Employee who could actively participate in the Plan (i.e., by making
contributions) during a Plan Year whether or not he or she does actively participate in the
Plan; and
(b) Described under the 5%-Owner test of Section D.03 or the Preceding Plan Year
Compensation Test of Section D.04.
Section D.03 5%-Owner Test. A Participant is a Highly Compensated Participant in the
current Plan Year if he or she was a 5%-Owner at any time during the current Plan Year or during
the preceding Plan Year.
Section D.04 Preceding Plan Year Compensation Test. A Participant is a Highly
Compensated Participant in the current Plan Year if he or she earned compensation from the
Affiliated Companies in excess of $110,000 (as indexed) during the preceding Plan Year.
Section D.05 5%-Owner. For purposes of this Section, an Employee is treated as a
5%-owner in a Plan Year if at any time during the Plan Year the Employee owned more than 5% of the
outstanding stock of any member of the Affiliated Companies or stock possessing more than 5% of the
total combined voting power of such stock.
(a) An Employee is deemed to own not only his or her own stock but also any stock that
he or she is treated as owning by Code Section 318. In addition, Code Section 318(a)(2)(C)
is applied by substituting 5% for 50%.
(b) Subsections (b), (c), and (m) of Code Section 414, which treat different but
related employers as a single employer, do not apply in determining whether an Employee owns
more than 5% of any member of the Affiliated Companies. That is, an Employee who owns more
than 5% of just a single subsidiary is a 5%-Owner.
Section D.06 Nonresident Aliens. Nonresident aliens who receive from the Affiliated
Companies no earned income (as defined in Code Section 911(d)(2)) constituting income from sources
within the United States (as defined in Code Section 861(a)(3)) are not Employees under this
Appendix.
Section D.07 Compensation. For purposes of this Appendix, the term compensation
means all amounts paid to the Employee by the Affiliated Companies that is treated as
Compensation under Code Section 415(c)(3). This includes amounts paid to the Employee during the
entire Plan Year even if the Employee was an active Participant in the Plan only for
78
part of the year. Compensation includes elective amounts that are not includible in the
gross income of the Employee by reason of Code Section 132(f)(4).
79
APPENDIX E
Merged Money Purchase Accounts
ARTICLE E1
In General
Section E1.01 Covered Accounts.
(a) Merged Plans. As of their respective effective dates, the plans listed in
(c) are merged into this Plan or were merged into the Northrop Grumman Savings Plan as of
the Spin-Off. Amounts held on behalf of each Participant in each separate Money Purchase
Account shall be held in a single subaccount on behalf of each such Participant. The
subaccount is entitled the Prior Plan MPP subaccount.
(b) Money Purchase Pension Plans. The Money Purchase Accounts contain amounts
contributed under a money purchase pension plan. Because special distribution rules apply
to amounts contributed under a money purchase plan, this Appendix is intended to preserve
those distribution rights to the extent required by law.
(c) Money Purchase Accounts.
|
|
|
|
|
|
|
|
|
Money Purchase |
Name of Merged Plans |
|
Merger Effective Date |
|
Account Name |
Northrop Grumman
Retirement and Savings
Plan
|
|
January 1, 1998
|
|
NGR&S Plan Annuity
Account |
|
|
|
|
|
Georgia Production Site
Retirement and Savings
Plan
|
|
April 1, 1998
|
|
GPS Plan Annuity
Account |
|
|
|
|
|
Grumman Systems Support
Corporation Money
Purchase Pension Plan,
including frozen accounts
from the former Grumman
Systems Support
Corporation Employees
Profit Sharing Plan
|
|
July 1, 1998
|
|
GSSC MPPP Account |
|
|
|
|
|
INRI Money Purchase Plan
|
|
July 28, 2000
|
|
INRI MPP Account |
|
|
|
|
|
Employees Profit Sharing
Plan of Logicon
Geodynamics, Inc.
|
|
June 22, 2001
|
|
Geodynamics Plan
Account (all amounts
other than amount in
Elective
Contribution
Account) |
|
|
|
|
|
Xetron Corporation Money
Purchase Pension Plan
|
|
September 27, 2001
|
|
Xetron MPPP Account |
80
|
|
|
|
|
|
|
|
|
Money Purchase |
Name of Merged Plans |
|
Merger Effective Date |
|
Account Name |
TASC Profit Sharing and
Savings Plan (Defined
Contribution Account)
|
|
March 28, 2003
|
|
TASC Defined
Contribution Account |
|
|
|
|
|
Continental Maritime
Employee Stock Ownership
Plan
|
|
December 19, 2003
|
|
CMI Account (only
the portion of the
account attributable
to money purchase
contributions) |
|
|
|
|
|
PRC Inc. Retirement
Savings Program
|
|
December 1, 2007
|
|
PRC Pension Account |
Section E1.02 Other Provisions Applicable. The other provisions of the Plan
apply to the Accounts described in this Article to the extent not inconsistent with this Appendix.
But withdrawals and distributions from these Accounts may only be made under this Appendix.
81
ARTICLE E2
Definitions
Section E2.01 In General. Terms with initial capital letters used in this Appendix
that are not defined in this Plan document have the meaning given in the respective Merged Plan
document in effect immediately before the plans merger date.
82
ARTICLE E3
In-Service Withdrawals
Section E3.01 In General.
(a) This Article provides special rules for in-service withdrawals from certain Money
Purchase Accounts that are part of this Plan.
(b) Except as specifically provide elsewhere in this Article, amounts held in this Plan
that were originally contributed under a money purchase pension plan may not be withdrawn
before the Participants termination of employment with the Affiliated Companies.
Section E3.02 TASC Plan Money Purchase Contributions. Assets previously held in the
TASC Defined Contribution Account shall be held in the Prior Plan Company subaccount. Article 11
shall govern a Participants ability to request an in-service withdrawal of such amounts.
Section E3.03 Committee Rules. The Committee may prescribe rules and procedures to
implement this Article, which may be changed at any time without advance notice to Participants.
These may include, without limitation, rules for determining the order in which amounts for a
withdrawal will be taken from particular funds and determining the dates to be used for valuing
distributions.
83
ARTICLE E4
Distributions
Section E4.01 In General. When a Participant terminates employment with the
Affiliated Companies or reaches age 70-1/2, distributions of his or her Money Purchase Accounts may
be made under this Article. Distributions upon death before a Participants Annuity Starting Date
are made under Article E5.
Section E4.02 Small Benefits. The Account of a Participant who terminates employment
with the Affiliated Companies for any reason with an entire Account balance (including Merged Plan
Accounts) equal to $1,000 or less will be paid in a single sum as soon as administratively feasible
after the Participants Termination of Employment.
Section E4.03 Lump Sums. Subject to the spousal consent rules of Section E4.09, a
Participant who terminates employment with an Account balance over $1,000 may elect to receive his
or her entire Money Purchase Account as part of a single lump sum paid in combination with any
other lump sum distribution under Article 10.
Section E4.04 Married Participants. Unless otherwise elected under Section E4.03,
Money Purchase Accounts of married Participants are paid in the joint and survivor annuity option.
See Section E4.06. A Participants entire Money Purchase Account will be distributed in one form.
But, if a Participant has more than one Money Purchase Account, he or she may elect different
benefit forms for each of those accounts.
Section E4.05 Unmarried Participants. Unless otherwise elected under Section E4.03,
Money Purchase Accounts of unmarried Participants are paid in the life annuity option. See Section
E4.07. A Participants entire Money Purchase Account will be distributed in one form. But if a
Participant has more than one Money Purchase Account, he or she may elect different benefit forms
for each of those accounts.
Section E4.06 Joint And Survivor Option. Under this option, a Participants Money
Purchase Account balance is used to purchase an annuity contract from an insurance company. The
contract pays the Participant a monthly benefit for life and then, after the death of the
Participant, a benefit equal to 50% or 75% of the Participants monthly benefit to the
Participants spouse for the remainder of his or her life if the spouse is still alive. If the
spouse is not still alive when the Participant dies, no further payments are made.
Section E4.07 Life Annuity Option. Under this option, a Participants Money Purchase
Account balance is used to purchase a single life annuity contract from an insurance company. The
contract pays the Participant a monthly benefit for life. No payments are made after the
Participant dies.
Section E4.08 Determining Marital Status and Spouse. Marital status is determined in
accordance with Section 14.03.
Section E4.09 Spousal Consent. A married Participant may elect not to take the joint
and survivor option for his or her Money Purchase Account only with written spousal consent that
satisfies Section 14.04(a)-(c).
84
Section E4.10 Explanation. The Committee must provide, within a reasonable period
before benefits commence, each Participant who has a positive balance in his or her Money Purchase
Account a written explanation of:
(a) The terms and conditions of the joint and survivor option;
(b) The Participants right to make, and the effect of, an election to waive the joint
and survivor option and elect another option;
(c) The rights of the Participants spouse under Section E4.09; and
(d) The right to make, and the effect of, a revocation of a waiver of the joint and
survivor option.
Section E4.11 Deferral of Commencement. A Participant may choose to delay
commencement of his or her benefits until his or her Mandatory Commencement Date.
Section E4.12 Minimum Distribution Requirements.
(a) Treasury Regulations Incorporated. All distributions required under this
Section will be determined and made in accordance with the Treasury Regulations under Code
Section 401(a)(9).
(b) Definitions. The following definitions apply for purposes of this Section
and Section E5.10.
(1) Designated beneficiary. The individual who is designated as the
beneficiary under Article 14 and is the designated beneficiary under Code Section
401(a)(9) and Treasury Regulation Section 1.401(a)(9)-1, Q&A-4.
(2) Distribution calendar year. A calendar year for which a minimum
distribution is required. For distributions beginning before the Participants
death, the first Distribution Calendar Year is the calendar year immediately
preceding the calendar year containing the Participants Mandatory Commencement
Date. For distributions beginning after the Participants death, the first
Distribution Calendar Year is the calendar year in which distributions are required
to begin under Section E5.10(d). The required minimum distribution for the
Participants first Distribution Calendar Year will be made on or before the
Participants Mandatory Commencement Date. The required minimum distribution for
other Distribution Calendar Years, including the required minimum distribution for
the Distribution Calendar Year in which the Participants Mandatory Commencement
Date occurs, will be made on or before December 31 of that Distribution Calendar
Year.
(3) Life expectancy. Life expectancy as computed under the Single Life
Table in Treasury Regulation Section 1.401(a)(9)-9.
85
(c) Forms of Distribution. Unless the Participants interest is distributed in
the form of an annuity purchased from an insurance company or in a single sum on or before
the Mandatory Commencement Date, distributions will be made in accordance with (d) and (e)
as of the first Distribution Calendar Year.
(d) Distributions During Participants Lifetime. Required minimum
distributions are determined under this subsection beginning with the first Distribution
Calendar Year and up to and including the Distribution Calendar Year that includes the
Participants date of death. During the Participants lifetime, the minimum amount that
will be distributed for each Distribution Calendar Year is the lesser of:
(1) the quotient obtained by dividing the Participants Account balance by the
distribution period in the Uniform Lifetime Table set forth in Treasury Regulation
Section 1.401(a)(9)-9, using the Participants age as of the Participants birthday
in the Distribution Calendar Year; or
(2) if the Participants sole Designated Beneficiary for the Distribution
Calendar Year is the Participants spouse, the quotient obtained by dividing the
Participants Account balance by the number in the Joint and Last Survivor Table
provided in Treasury Regulation Section 1.401(a)(9)-9, using the Participants and
spouses attained ages as of the Participants and spouses birthdays in the
Distribution Calendar Year.
(e) Distributions After Participants Death.
(1) Participant Survived by Designated Beneficiary. If a Participant
dies on or after the date distributions begin and there is a Designated Beneficiary,
the minimum amount that will be distributed for each Distribution Calendar Year
after the year of the Participants death is the quotient obtained by dividing the
Participants Account balance by the longer of the remaining Life Expectancy of the
Participant or the remaining Life Expectancy of the Participants Designated
Beneficiary, determined as follows:
(A) The Participants remaining Life Expectancy is calculated using the
age of the Participant in the year of death, reduced by one for each
subsequent year.
(B) If the Participants surviving spouse is the Participants sole
Designated Beneficiary, the remaining Life Expectancy of the surviving
spouse is calculated for each Distribution Calendar Year after the year of
the Participants death using the surviving spouses age as of the spouses
birthday in that year. For Distribution Calendar Years after the year of
the surviving spouses death, the remaining Life Expectancy of the surviving
spouse is calculated using the age of the surviving spouse as of the
spouses birthday in the calendar year of the spouses death, reduced by one
for each subsequent calendar year.
86
(C) If the Participants surviving spouse is not the Participants sole
Designated Beneficiary, the Designated Beneficiarys remaining Life
Expectancy is calculated using the age of the beneficiary in the year
following the year of the Participants death, reduced by one for each
subsequent year.
(2) No Designated Beneficiary. If the Participant dies on or after the
date distributions begin and there is no Designated Beneficiary as of September 30
of the year after the year of the Participants death, the minimum amount that will
be distributed for each Distribution Calendar Year after the year of the
Participants death is the quotient obtained by dividing the Participants Account
balance by the Participants remaining Life Expectancy calculated using the age of
the Participant in the year of death, reduced by one for each subsequent year.
Section E4.13 Committee Rules. The Committee may prescribe rules and procedures to
implement this Article, which may be changed at any time without advance notice to Participants.
87
ARTICLE E5
Death Benefits
Section E5.01 In General. This Article describes the payment of Money Purchase
Account benefits following the death of a Participant before his or her Annuity Starting Date. If
a Participant dies after his or her Annuity Starting Date (even if actual commencement is delayed
for some reason), Article E4 applies to Money Purchase Account death benefits.
Section E5.02 Small Benefits. If the Participants entire Account balance (including
amounts other than Money Purchase Accounts) upon death equals $1,000 or less, it is paid in a
single lump sum in cash to the Participants beneficiary. Payment of small benefits is made as
soon as possible following the Participants death.
Section E5.03 Married Participants. If a Participant is married when he or she dies,
the Participants Money Purchase Account generally will be paid to the spouse to whom the
Participant was married at the time of death in the form of a life annuity. See Section E5.05(a).
However:
(a) The spouse may choose a lump sum payment option. See Section E5.05(b).
(b) A nonspouse beneficiary (which includes a former spouse) may be designated, but
only with spousal consent. See Section E5.08.
(c) A qualified domestic relations order may require that a former spouse be treated as
the spouse for purposes of this Article, or may otherwise provide for payment of death
benefits to some other beneficiary.
Section E5.04 Nonspouse Beneficiaries. If a Participant dies with a beneficiary other
than his or her spouse, his or her Money Purchase Account will be paid in a single lump sum in cash
to that beneficiary. Payment is made as soon as administratively feasible following the
Participants death.
Section E5.05 Spouse Beneficiaries.
(a) Single Life Annuity. When a Participants beneficiary is his or her
spouse, the Money Purchase Account death benefit is generally paid in the form of a single
life annuity subject to the election in (b). Under this option, a Participants Money
Purchase Account balance is used to purchase an annuity contract from an insurance company.
The contract pays the spouse a monthly benefit for life. No payments are made after the
spouse dies.
(b) Lump Sum. A spouse alternatively may elect to receive payment of the Money
Purchase Account death benefit in a single lump sum in cash.
Section E5.06 Commencement. Payment of a Participants Money Purchase Account is
generally made as soon as possible following the Participants death. But the spouse may elect
88
to delay commencement of benefits to a date that is no later than the date the Participant
would have reached his or her Mandatory Commencement Date.
Section E5.07 Determining Marital Status and Spouse. See Section 14.03 for
determinations of marital status and identification of a Participants spouse.
Section E5.08 Beneficiaries.
(a) A Participant may designate a beneficiary for his or her Money Purchase Account
under the rules of Article 14 as modified by paragraph (b).
(b) A married Participant may not name a nonspouse beneficiary for his or her Money
Purchase Account before January 1st of the calendar year in which he or she attains age 35
unless the Participant has previously terminated employment with the Affiliated Companies.
Section E5.09 Valuing Death Benefits. Death benefits paid under this Article are
valued under Section 13.04.
Section E5.10 Minimum Distribution Requirements.
(a) Treasury Regulations Incorporated. All distributions required under this
Section will be determined and made in accordance with the Treasury Regulations under Code
Section 401(a)(9).
(b) Definitions. See Section E4.12(b).
(c) Forms of Distribution. Unless the Participants interest is distributed in
the form of an annuity purchased from an insurance company or in a single sum on or before
the Mandatory Commencement Date, distributions will be made in accordance with (d) and (e)
as of the first Distribution Calendar Year.
(d) Timing of Distributions. If the Participant dies before his or her Annuity
Starting Date, the Participants entire interest will be distributed, or begin to be
distributed, no later than as follows:
(1) If the Participants surviving spouse is the Participants sole Designated
Beneficiary, then distributions to the surviving spouse will begin by December 31 of
the calendar year immediately following the calendar year in which the Participant
died, or by December 31 of the calendar year in which the Participant would have
attained age 70-1/2, if later.
(2) If the Participants surviving spouse is not the Participants sole
Designated Beneficiary, then distributions to the Designated Beneficiary will begin
by December 31 of the calendar year immediately following the calendar year in which
the Participant died.
89
(3) If there is no Designated Beneficiary as of September 30 of the year
following the year of the Participants death, the Participants entire interest
will be distributed by December 31 of the calendar year containing the fifth
anniversary of the Participants death.
(4) If the Participants surviving spouse is the Participants sole Designated
Beneficiary and the surviving spouse dies after the Participant but before
distributions to the surviving spouse begin, this subsection (d) (excluding (1))
applies as if the surviving spouse were the Participant.
For purposes of this subsection, unless (4) above applies, distributions are considered to
begin on the Participants Mandatory Commencement Date. If (4) above applies, distributions are
considered to begin on the date distributions are required to begin to the surviving spouse under
(1) above. If distributions under an annuity purchased from an insurance company irrevocably
commence to the Participant before the Participants Mandatory Commencement Date (or to the
Participants surviving spouse before the date distributions are required to begin to the surviving
spouse under (1) above), the date distributions are considered to begin is the date distributions
actually commence.
(e) Amount of Distributions.
(1) Participant Survived by Designated Beneficiary. If the Participant
dies before the date distributions begin and there is a Designated Beneficiary, the
minimum amount that will be distributed for each Distribution Calendar Year after
the year of the Participants death is the quotient obtained by dividing the
Participants Account balance by the remaining Life Expectancy of the Participants
Designated Beneficiary, determined as provided in Section E4.12(e).
(2) No Designated Beneficiary. See (d)(3) above.
(3) Death of Surviving Spouse Before Distributions to Surviving Spouse Are
Required to Begin. If the Participant dies before the date distributions begin,
the Participants surviving spouse is the Participants sole Designated Beneficiary,
and the surviving spouse dies before distributions are required to begin to the
surviving spouse under (d)(1) above, (e)(1) above applies as if the surviving spouse
were the Participant.
Section E5.11 Committee Rules. Distributions under this Article must be made
according to the rules and procedures of the Committee, which may be changed at any time without
advance notice to Participants.
90
ARTICLE E6
Form of Payments
Section E6.01 In General.
(a) Payments from funds other than the Huntington Ingalls Industries Fund or the
Northrop Grumman Fund will be made in cash.
(b) Payments from the Huntington Ingalls Industries Fund may be made in cash by check
or in whole shares of Huntington Ingalls Industries, Inc. common stock in accordance with
the terms of the ESOP (with cash by check for any fractional share). Payments from the
Northrop Grumman Fund shall be made in accordance with the terms of Section 10.08(b).
91
APPENDIX F
Merged Non-Money Purchase Plan Accounts
ARTICLE F1
In General
Section F1.01 Covered Accounts.
(a) Merged Plans. As of their respective effective dates, the plans listed in
(c) are merged into this Plan or were merged into the Northrop Grumman Savings Plan as of
the Spin-Off. Effective prior to January 1, 2007, all amounts from those plans that were
merged into the Northrop Grumman Savings Plan were held in their corresponding Accounts
(Merged Accounts). Effective as of January 1, 2007, the contributions held in each
separate Merged Account were merged into the Prior Plan Pre-Tax, Prior Plan After-Tax, Prior
Plan IRA, and Prior Plan Company subaccounts according to the nature of the contributions
held in the Merged Accounts. All amounts from plans listed in (c) that are merged into this
Plan after the Spin-Off shall be held in the Prior Plan Pre-Tax, Prior Plan After-Tax, Prior
Plan IRA, and Prior Plan Company subaccounts according to the nature of the original
contributions, as determined by the Committee.
(b) Non-Money Purchase Pension Plans. The Accounts listed in (c) (Merged
Accounts) contain all amounts transferred to this Plan that were not contributed under a
money purchase pension plan. Thus, the distribution rules provided in this Appendixand
not Appendix Eapply to these Accounts.
(c) Table.
|
|
|
|
|
Name of Merged Plans |
|
Merger Effective Dates |
|
Merged Account
Names |
Employee Investment Plan of Grumman
Corporation (including the merger of
the Grumman Corporation Employee Stock
Ownership Plan into the Northrop
Grumman Corporation Employee Stock
Ownership Plan)
|
|
August 1, 1995
|
|
EIP Account |
|
|
|
|
|
Northrop Grumman Retirement and Savings
Plan
|
|
January 1, 1998
|
|
NGR&S Non-Annuity
Account |
|
|
|
|
|
Grumman Technical Services, Inc.
Aircraft Services Unit (Operations and
Maintenance) Capital Accumulation Plan,
including the Grumman Technical
Services, Inc. 5% Capital Accumulation
Plan
|
|
April 1, 1998
|
|
O&M Account
5% Account |
|
|
|
|
|
Grumman Technical Services, Inc.
Capital Accumulation and Savings Plan
for the Employees Represented by the
International Association of Machinists
and Aerospace Workers, AFL-CIO
|
|
April 1, 1998
|
|
IAM Account |
92
|
|
|
|
|
Name of Merged Plans |
|
Merger Effective Dates |
|
Merged Account
Names |
Grumman Technical Services, Inc.
Represented Employee Investment Plan
|
|
April 1, 1998
|
|
REIP Account |
|
|
|
|
|
Grumman Technical Services, Inc.
Capital Accumulation Plan SPC
Represented Employees
|
|
April 1, 1998
|
|
SPC Account |
|
|
|
|
|
Grumman St. Augustine Corporation
Capital Accumulation Plan
|
|
April 1, 1998
|
|
St. Aug. Account |
|
|
|
|
|
Grumman Aerospace Corporation
Electronics Systems Division
(Salisbury, Maryland Operations)
Capital Accumulation Plan
|
|
April 1, 1998
|
|
GAC Account |
|
|
|
|
|
Georgia Production Site Retirement and
Savings Plan
|
|
April 1, 1998
|
|
GPS Non-Annuity
Account |
|
|
|
|
|
Grumman Systems Support Corporation
Money Purchase Pension Plan, including
frozen accounts from the former Grumman
Systems Support Corporation Employees
Profit Sharing Plan
|
|
July 1, 1998
|
|
GSSC PSP Account |
|
|
|
|
|
Northrop Grumman Commercial Aircraft
Division Salaried Savings and
Investment Plan
|
|
September 1, 1999
|
|
CAD Account
(including CAD IRA
Contributions
Accounts and CAD
Variable
Contributions
Accounts) |
|
|
|
|
|
Employee Salary Deferral Plan of
Logicon, Inc.
|
|
July 28, 2000
|
|
Logicon 401(k)
Account |
|
|
|
|
|
Employees Profit Sharing Plan of
Logicon, Inc., which includes the
Logicon R&D Associates Employees Profit
Sharing Plan
|
|
July 28, 2000
|
|
Logicon PSP Account |
|
|
|
|
|
Employees Profit Sharing Plan of
Logicon Eagle Technology, Inc.
|
|
July 28, 2000
|
|
Logicon Eagle PSP
Account |
|
|
|
|
|
Logicon Syscon, Inc. Profit Sharing Plan
|
|
July 28, 2000
|
|
Logicon Syscon PSP
Account |
|
|
|
|
|
INRI 401(k) and Profit Sharing Plan
|
|
July 28, 2000
|
|
INRI PSP Account
(only the portion
of the account not
attributable to
money purchase
contributions) |
93
|
|
|
|
|
Name of Merged Plans |
|
Merger Effective Dates |
|
Merged Account
Names |
Northrop Grumman Integrated Systems &
Aerostructures (ISA) Sector Represented
Employee Savings and Investment Plan
(only for ISA Plan participants who (i)
were Returned Business Employees or
(ii) were not Business Employees or
Retired Business Employees on the
Closing Date or Applicable Transfer
Date, as the case may be, as defined
in the June 9, 2000 Asset Purchase
Agreement between Northrop Grumman
Corporation and VAC Acquisition Corp.
II)
|
|
December 15, 2000
|
|
ISA Hourly Account |
|
|
|
|
|
Northrop Grumman Naval Systems Division
Cleveland Facility Salaried
Employees 401(k) Savings Plan
|
|
February 23, 2001
|
|
Naval Salaried
Account |
|
|
|
|
|
Northrop Grumman Naval Systems Division
Cleveland Facility Hourly Employees
401(k) Savings Plan
|
|
February 23, 2001
|
|
Naval Hourly Account |
|
|
|
|
|
Northrop Grumman Electronic Sensors &
Systems Sector Savings and Investment
Plan
|
|
April 12, 2001
|
|
ES Account |
|
|
|
|
|
Employees Profit Sharing Plan of
Logicon Geodynamics, Inc.
|
|
June 22, 2001
|
|
Geodynamics Account
(amount in Elective
Contributions
Account only) |
|
|
|
|
|
Data Procurement Corporation, Inc.
401(k) Retirement Plan
|
|
August 17, 2001
|
|
Employee Pre-tax
Account
Employee Rollover
Account
Company
Discretionary
Account |
|
|
|
|
|
Page Communications Engineers, Inc.
Employees Trust Fund
|
|
September 1, 2001
|
|
Page Account |
|
|
|
|
|
Northrop Grumman Norden Systems
Employee Savings Plan
|
|
September 27, 2001
|
|
Norden Account |
94
|
|
|
|
|
Name of Merged Plans |
|
Merger Effective Dates |
|
Merged Account
Names |
Xetron Corporation Retirement
Income/Savings Plan
|
|
September 27, 2001
|
|
Xetron RISP Account |
|
|
|
|
|
Perceptics Corporation 401(k)
Retirement Plan
|
|
September 27, 2002
|
|
Perceptics Account |
|
|
|
|
|
Northrop Grumman Norden Systems
Represented Employee Savings Plan
|
|
October 17, 2002
|
|
Norden Hourly
Account |
|
|
|
|
|
TASC Profit Sharing and Savings Plan
|
|
March 28, 2003
|
|
TASC Account (which
excludes the TASC
Defined
Contribution
Account) |
|
|
|
|
|
TASC Services Corporation Employee
Savings Plan
|
|
March 28, 2003
|
|
TSC Account |
|
|
|
|
|
Newport News Shipbuilding, Inc. 401(k)
Investment Plan for Salaried Employees
|
|
December 19, 2003
|
|
NNS Account |
|
|
|
|
|
Continental Maritime Employee Stock
Ownership Plan
|
|
December 19, 2003
|
|
CMI Account
(excluding amounts
attributable to
money purchase
contributions) |
|
|
|
|
|
Northrop Grumman Electronic Systems
Union Represented Employees Savings and
Investment Plan
|
|
October 22, 2004
|
|
ES Union Account |
|
|
|
|
|
Northrop Grumman Space & Mission
Systems Corp. Savings Plan
|
|
December 10, 2004
|
|
S & MS Account |
|
|
|
|
|
Comptek Amherst Systems, Inc. 401(k)
Plan
|
|
November 18, 2005
|
|
Amherst Account |
|
|
|
|
|
PRB Associates, Inc. 401(k) Plan
|
|
November 18, 2005
|
|
PRB Account |
95
|
|
|
|
|
Name of Merged Plans |
|
Merger Effective Dates |
|
Merged Account
Names |
PRC Inc. Retirement Savings Program
|
|
December 1, 2007
|
|
Old After-Tax
Pre-87 Account;
Old After-Tax
Post-86 Account;
Post-86 After-Tax
Account;
Pre-87 After-Tax
Account;
ATI Company Match
Account;
ATI Retirement
Account;
ATI Stock Account;
Company Match
Account;
Employer SCA-2
Account;
ERSP Match Account;
ERSP Stock Account;
Transfer Account;
Variable Plan
Account;
Leave Deferral
Account;
Pre-Tax Savings
Account;
QNEC Account;
Litton
Trustee-Trustee
Transfer Account;
Rollover Account |
|
|
|
|
|
Redstone Arsenal Retirement Savings Plan
|
|
March 31, 2008
|
|
Elective Deferral
Contribution
Account;
Employee
Contribution
Account;
Matching
Contribution
Account;
Prior Employer
Contribution
Account;
Qualified Matching
Contribution
Account;
Nonelective
Contribution
Account;
Qualified
Nonelective
Contribution
Account;
Rollover Account |
96
|
|
|
|
|
Name of Merged Plans |
|
Merger Effective Dates |
|
Merged Account
Names |
Illgen Simulation Technologies, Inc.
401(k) Savings Plan
|
|
June 20, 2008
|
|
Elective Deferral
Account;
Matching
Contribution
Account;
Rollover Account |
|
|
|
|
|
Northrop Grumman Mobile Access
Software, Inc. 401(k) Plan
|
|
June 20, 2008
|
|
Elective Deferral
Account;
Rollover
Contribution
Account |
|
|
|
|
|
Xontech, Inc. Salary Savings and Profit
Sharing Plan
|
|
October 16, 2008
|
|
Employee Deferral
Account;
Company Match
Account;
Employer
Discretionary
Account;
Qualified
Discretionary
Account;
Rollover Account |
|
|
|
|
|
Xinetics Inc. 401(k) Plan
|
|
November 4, 2008
|
|
Salary Reduction
Account;
Matching Account;
Employer Account;
Rollover Account |
|
|
|
|
|
Fibersense Technology Corporation
401(k) Plan
|
|
May 6, 2009
|
|
Employee Deferral
Account;
Employer Match
Account;
Discretionary
Account;
Rollover Account |
|
|
|
|
|
Integic Corporation 401(k) Plan
|
|
May 20, 2009
|
|
Employee Deferral
Account;
Employer Match
Account;
Employer
Discretionary
Account;
Rollover Account |
97
|
|
|
|
|
Name of Merged Plans |
|
Merger Effective Dates |
|
Merged Account
Names |
3001, Inc. 401(k) Plan
|
|
July 1, 2010
|
|
Employee
Deferral Account
Roth Deferral
Account
After Tax Frozen
Account
Rollovers Account
Employer Match
Account
Employer
Discretionary
Account
QNEC Account
SHM Account |
|
|
|
|
|
Comptek Research Retirement Savings Plan
|
|
July 8, 2010
|
|
Employee
Before-Tax Account
Employee After-Tax
Account
Employee Rollover
Account
Employer Match
Account
Employer Regular
Account |
|
|
|
|
|
Litton Marine Systems, Inc. 401(k)
Savings Plan
|
|
July 15, 2010
|
|
Employee
Deferral Account
Rollover Account
Part B Pre-tax
Account
Part B After-tax
Account
Part B LERA Account
Employer Match
Account
Part B Company
Account |
Section F1.02 Other Provisions Applicable. The other provisions of the Plan apply to
the Accounts described in this Article to the extent not inconsistent with this Appendix. But
withdrawals and distributions from these Accounts may only be made under this Appendix.
98
ARTICLE F2
Definitions
Section F2.01 In General. Terms with initial capital letters used in this Appendix
that are not defined in this Plan document have the meaning given in the respective Merged Plan
document in effect immediately before the plans merger date.
99
ARTICLE F3
In-Service Withdrawals
Section F3.01 In General. In-service withdrawals from Participants Merged Accounts
are subject to the limitations under Article 11. A Participants ability to request an in-service
withdrawal shall be governed by the limitations that apply to the subaccount into which the Merged
Account was merged.
Section F3.02 EIP and REIP Account Withdrawals. A Participant may withdraw EIP and
REIP Account amounts attributable to his or her Regular Ordinary Contributions, Regular
Supplemental Contributions, Lump Sum Contributions, Rollover Contributions, Company Contributions,
and earnings on each of these contribution types.
Section F3.03 NGR&S and GPS Account Withdrawals.
(a) Withdrawals of NGR&S Plan and GPS Plan After-Tax Basic Contributions (Standard
Qualifying Contributions under the NGR&S Plan and GPS Plan) may be made only if the
Participant is not making or stops making Basic Contributions.
(b) A withdrawal under this Section may not be made more than once every 24 months.
(c) No Basic Contributions may be made by a Participant for a period of 6 months after
the date on which a withdrawal under this Section is valued.
Section F3.04 O&M and IAM Account Withdrawals.
(a) Lump Sum Contributions. O&M and IAM Lump Sum Contribution balances may be
withdrawn under Article 11 as if they were After-Tax Contributions.
(b) Company Contributions. In-service withdrawals of O&M and IAM Company
Contributions are not permitted.
Section F3.05 GSSC PSP Account Withdrawals. A Participant may elect an in-service
withdrawal, in a single lump sum, of his or her entire GSSC PSP Account only if:
(a) He or she has attained the age of 45 and
(b) He or she has completed five years of participation counting:
(1) Service under the GSSC PSP prior to its merger into the GSSC MPPP,
(2) Service under the GSSC MPPP after the GSSC PSP was merged into the GSSC
MPPP and before the GSSC MPPP was merged into the Northrop Grumman Savings Plan;
100
(3) Service under the Northrop Grumman Savings Plan after the GSSC MPPP was
merged into it; and
(4) Service under this Plan.
Section F3.06 CAD Account Withdrawals.
(a) CAD IRA Contributions Account. A Participant at any time may elect to
withdraw all or a portion of the amounts in his or her CAD IRA Contributions Account.
(b) CAD LTV Old Company Contributions. A Participant at any time may elect to
withdraw all or a portion of the amounts in his or her CAD LTV Old Company Contributions
Account, provided that a Participant must withdraw all After-Tax Contributions (including
CAD After-Tax Contributions) before withdrawing any CAD LTV Old Company Contributions.
(c) CAD Variable Contributions. CAD Variable Contributions may be withdrawn
only if:
(1) the Participant qualifies for withdrawals under Section 11.03 of the Plan;
and
(2) the Participant has withdrawn all other contributions available for
withdrawal, other than CAD IRA Contributions.
Section F3.07 Logicon Account Withdrawals.
(a) Except as provided in (b) below, no in-service withdrawals are permitted of Logicon
PSP, Logicon Eagle PSP and Logicon Syscon PSP Account balances.
(b) A Participant who has a Logicon Syscon PSP Account balance and was an Employee of
an Employer before April 1, 1995 may take one complete or partial withdrawal after attaining
age 591/2 and 10 Years of Service from his or her Logicon Syscon PSP Account. For purposes of
this Section, the terms Employee, Employer, and Years of Service are defined in the
Logicon Syscon, Inc. Profit Sharing Plan in effect immediately before July 28, 2000.
Section F3.08 INRI Account Withdrawals. A Participant may withdraw from his or her
INRI PSP Account upon hardship under Section 11.02 or upon reaching age 591/2 under Section 11.03.
Section F3.09 ISA Hourly Account Withdrawals.
(a) A Participant may withdraw from his or her ISA Hourly Account upon hardship under
Section 11.02 or upon reaching age 591/2 under Section 11.03.
(b) A Participant may not withdraw less than $250 under this Section unless the amount
withdrawn is the maximum amount then available for withdrawal.
101
Section F3.10 Naval Plan Account Withdrawals. A Participant may withdraw from his or
her Naval Plan Account upon hardship under Section 11.02 or upon reaching age 591/2 under Section
11.03.
Section F3.11 Geodynamics Plan Account Withdrawals. Withdrawals from a Participants
Geodynamics Plan Account may only be made upon hardship under Section 11.02 from his her or
Geodynamics Plan Elective Contribution Accounts (including any interest credited to those accounts
as of December 31, 1988).
Section F3.12 Xetron RISP Account Withdrawals. In addition, Participants with Xetron
RISP Accounts who have at least 20 years of Service (as defined in Article 7C of the Xetron RISP)
may elect to make in-service withdrawals of Company Profit Sharing Contributions (amounts in
Employer Contribution Accounts as defined in the Xetron RISP) made for Plan Year 2001 or earlier.
This includes contributions made in 2002 attributable to Plan Year 2001 and earnings accrued
before January 1, 2002. It does not include any Company Profit Sharing Contributions made for Plan
Years after 2001 or earnings accrued after December 31, 2001.
Section F3.13 TASC Plan Account Withdrawals. In-service withdrawals of amounts in a
Participants TASC Plan Account attributable to profit sharing contributions under section 7.2 of
the TASC Plan are made in accordance with this subsection.
(a) Except as provided in (B), in-service withdrawals of amounts described in this
subsection are limited by the following:
(1) the amount of the withdrawal cannot exceed the amount in the Participants
Withdrawable Account; and
(2) the amount must have been on deposit in the Trust Fund for at least two
years (including periods in the trust fund under the TASC Plan).
(A) Withdrawable Account means the amount of a Participants profit
sharing contributions in his or her TASC Plan Account previously allocated
to his or her withdrawable account under section 7.2(b) of the TASC Plan.
(B) A Participant may withdraw any amount described in this subsection
upon reaching age 591/2 without regard to (a).
Section F3.14 TSC Plan Account Withdrawals. A Participant may withdraw amounts
attributable to matching contributions under Section 7.1 of the TSC Plan upon attaining age 591/2,
even if not otherwise permitted under Article 11.
Section F3.15 S & MS Account Withdrawals.
(a) The definitions of capitalized terms used in this Section F3.15 but not defined in
this Plan are found in the Northrop Grumman Space & Mission Systems Corp. Savings Plan as in
effect on December 10, 2004 (the S & MS Plan).
102
(b) A Participant may withdraw from his or her S & MS Account amounts attributable to
the Participants Company Contributions, and to amounts treated as Company Contributions,
even if not otherwise permitted under Article 11.
(c) A Participant who has completed three Years of Service may elect during March in
each of the six consecutive Plan Years following the Plan Year in which he or she meets
those requirements to have 50% of that portion of the ESOP Stock Account portion of his or
her S & MS Account (valued as of the last day of the preceding Plan Year) that is
attributable to shares of TRW common stock or Northrop Grumman Corporation common stock
purchased after December 31, 1986, distributed to him or her in a single sum. Distributions
shall be made in the form of full shares of Northrop Grumman Corporation common stock to the
extent possible, and the balance, if any, shall be made in money by check.
Section F3.16 Xontech Account Withdrawals. Any active participant in the Xontech,
Inc. Salary Savings and Profit Sharing Plan (Xontech Plan) who has attained age 70-1/2 and is,
pursuant to his or her election, receiving in-service withdrawals under a systematic withdrawal
plan (installments) from the Xontech Plan as of the merger of the Xontech Plan with and into the
Plan shall continue to receive such withdrawals through the calendar year in which he or she
retires or otherwise terminates employment with the Employer and all Affiliated Companies, unless
he or she elects to accelerate installment payments or to receive a lump sum distribution of the
remainder of his or her Account attributable to the Xontech Plan. Distributions for calendar years
following the calendar year in which the Participant retires or otherwise terminates employment
with the Employer and all Affiliated Companies shall be made in one of the forms of payment
otherwise available under the Plan in accordance with Article 10.
103
ARTICLE F4
Distributions
Section F4.01 In General. Distributions from a Participants Merged Account after his
or her termination of employment with the Affiliated Companies or attainment of age 70-1/2 are made
under Article 10.
Section F4.02 Small Benefits. When a Participants entire Account balance (including
any Merged Accounts) upon Termination of Employment equals $1,000 or less on the date of
distribution, it is distributed in a single lump sum in cash. Payment is made as soon as possible
following the Participants termination of employment.
Section F4.03 Integic Corporation 401(k) Plan. Notwithstanding Section F4.01, any
participant in the Integic Corporation 401(k) Plan (Integic Plan) who is, pursuant to his or her
election, receiving installment payments under the Integic Plan as of the merger of the Integic
Plan with and into the Plan shall continue to receive such installment payments.
104
ARTICLE F5
Death Benefits
Section F5.01 In General. Distributions from a Participants Merged Account after his
or her death, but before his or her Annuity Starting Date, are made under Article 13. If a
Participant dies after his or her Annuity Starting Date (even if actual commencement is delayed for
some reason), Article F4 applies.
Section F5.02 Small Benefits. When a Participants entire Account balance (including
any Merged Account) upon death equals $1,000 or less, it is distributed in a single lump sum in
cash to his or her beneficiary. Payment is made as soon as possible following the Participants
death.
105
ARTICLE F6
Form of Payments
Section F6.01 In General.
(a) Unless specifically provided otherwise in Article F4, payments from funds other
than the Huntington Ingalls Industries Fund or the Northrop Grumman Fund will be made in
cash.
(b) Payments from the Huntington Ingalls Industries Fund may be made in cash by check
or in whole shares of Huntington Ingalls Industries, Inc. common stock in accordance with
the terms of the ESOP (with cash by check for any fractional share). Payments from the
Northrop Grumman Fund shall be made in accordance with the terms of Section 10.08(b).
106
APPENDIX G
Veterans Reemployment Rights
Section G.01 In General. This Appendix is intended only to implement Code Section
414(u) and shall not be construed to require anything more than that statute requires.
Section G.02 Service Credit. The following rules apply to Qualified Veterans:
(a) Qualified Veterans shall not experience a break-in-service by reason of performing
a period of Qualified Military Service.
(b) Qualified Military Service will be counted as vesting service.
Section G.03 Make-Up Participant Contributions. During the applicable Make-Up Period,
Qualified Veterans may make additional Tax-Deferred, Roth and/or After-Tax Contributions up to the
Maximum Make-Up Amount.
(a) No earnings or losses will be credited with respect to the period before the
contribution is actually made.
(b) No forfeitures will be credited to a Qualified Veteran with respect to the period
of his or her Qualifying Military Service.
Section G.04 Make-Up Company Contributions.
(a) If a Qualified Veteran elects to make additional contributions under Section G.03,
he or she will be credited with additional Company Matching Contributions in the amount that
would have been credited if the Section G.03 Tax-Deferred, Roth and After-Tax Contributions
had been made during the period of Qualified Military Service.
(b) Upon reemployment, a Qualified Veteran will be credited with Company Profit Sharing
Contributions and Retirement Account Contributions in the amount that would have been
credited during the period of Qualified Military Service. The Company Profit Sharing
Contributions and Retirement Account Contributions shall be determined based on either: (a)
the Compensation that the Qualified Veteran would have received during the period of
Qualified Military Service if he or she had continued to be employed by the Employer,
determined by the Committee in accordance with the Code and applicable regulations; or (b)
if the amount in clause (a) is not reasonably certain, the Qualified Veterans Compensation
from the Employer during the 12-month period (or, if shorter, his or her actual period of
continuous service with the Employer) immediately preceding the start of such Qualified
Military Service. Notwithstanding the foregoing, the amounts contributed under this
subsection (b) shall be limited by application of Article 6 during the year(s) to which the
contributions relate and shall be reduced by any Company Profit Sharing Contributions and
Retirement Account Contributions actually made on behalf of the Qualified Veteran during
such period of Qualified Military Service.
107
Section G.05 Qualified Veteran. An individual with Qualified Military Service who is
entitled to reemployment rights as described in Code Section 414(u)(5).
Section G.06 Qualified Military Service. Service in the uniformed services (as
described in Code Section 414(u)(5)) that entitles an individual to reemployment rights as
described in Code Section 414(u)(5).
Section G.07 Maximum Make-Up Amount. This amount is equal to (a) minus (b) as
follows:
(a) The amount of contributions that the Qualified Veteran would have been permitted to
make during the period of Qualified Military Service if the Qualified Veteran had continued
to be employed in the same position by an Employer.
(1) This amount is determined by treating the Qualified Veteran as having
received compensation from the Employer during the Qualified Military Service equal
to:
(A) The compensation that the Qualified Veteran would have received
during the period of Qualified Military Service if the Qualified Veteran had
continued to be employed by the Employer, determined by the Committee in
accordance with the Code and applicable regulations; or
(B) If the amount in subparagraph (A) is not reasonably certain, the
Qualified Veterans average compensation from the Employer during the
twelve-month period (or, if shorter, such period of total employment)
immediately preceding the start of Qualified Military Service.
(2) This amount is limited by application of Code Sections 402(g) and 415
during the year(s) to which the contributions relate (i.e., during the Qualified
Military Service).
(b) The amount of any contributions actually made by the Qualified Veteran during his
or her Qualified Military Service.
Section G.08 Make-Up Period. The period that,
(a) begins on the date that the Qualified Veteran is reemployed by an Employer, and
(b) ends upon the earlier of:
(1) the last day of the period that extends for three times the Qualified
Veterans Qualifying Military Service; or
(2) the date that is five years from the date of reemployment.
108
APPENDIX H
Employee Stock Ownership Plan
ARTICLE H1
General Provisions
Section H1.01 Single Plan. The ESOP is a part of the Plan. The ESOP and the Plan
constitute a single plan. References to the Plan mean the entire Huntington Ingalls Industries
Savings Plan, including the ESOP.
Section H1.02 Application of Savings Plan Provisions. The provisions of the Plan
apply to the ESOP, except as modified by the ESOP provisions. The only investment available under
the ESOP is the Huntington Ingalls Industries Fund (except for amounts diversified under Article
H10).
Section H1.03 Form of Contributions. Any contributions made to the ESOP may be made
in the form of cash or Qualifying Securities at the discretion of the Company.
Section H1.04 Vesting. Allocations to ESOP Accounts vest in the same manner as
Company Matching Contributions. Qualifying Securities will be forfeited only after other assets in
accordance with Treasury Regulation Section 54.4975-11(d)(4).
Section H1.05 Forfeitures. Non-vested amounts under the ESOP are forfeited, restored
and applied to Company Matching Contributions in the same manner as non-vested amounts under the
Plan generally.
Section H1.06 Section 415 Limitations. In the event the ESOP obtains a loan, the
limitations of Code Section 415 (see Appendix A) will be based on contributions made to repay the
loan which are allocated to a Participants ESOP Account rather than with respect to amounts
released from the Suspense Account and allocated to a Participants Account.
109
ARTICLE H2
Loan Requirements
Section H2.01 In General. The Board may direct that the ESOP obtain a loan to
purchase Qualifying Securities or to repay a prior loan for the purchase of Qualifying Securities.
Section H2.02 Use of Loan Proceeds. The proceeds of any loan must be used within a
reasonable time after their receipt only for any or all of the following purposes:
(a) To acquire Qualifying Securities.
(b) To repay the loan.
(c) To repay a prior loan.
Section H2.03 Price of Securities. The Trustee shall take all appropriate and
necessary measures to ensure that the Plan trust pays no more than adequate consideration (within
the meaning of ERISA Section 3(18)) for Qualifying Securities.
Section H2.04 Suspense Account. All Qualifying Securities acquired with the proceeds
of a loan must be placed unallocated in the Suspense Account established by the Trustee. To the
extent required for the purpose of pledging Qualifying Securities as collateral for a loan, the
shares held as collateral in the Suspense Account may be physically segregated from other Trust
assets.
Section H2.05 Restrictions on Securities. No security acquired with the proceeds of a
loan may be subject to a put, call, or other option, or buy-sell or similar arrangement while held
by and when distributed from the ESOP, whether or not the ESOP is still an ESOP at the time.
Section H2.06 Liability and Collateral. Any loan must be without recourse against the
Plan.
(a) The only assets of the ESOP that may be given as collateral on a loan are
Qualifying Securities that were acquired with the proceeds of the loan and those that were
used as collateral on a prior loan repaid with the proceeds of the current loan.
(b) No person entitled to payment under a loan may have any right to assets of the ESOP
other than:
(1) Collateral given for the loan;
(2) Contributions (other than contributions of Qualifying Securities) that are
made under the ESOP to meet its obligations under the loan; and
(3) Proceeds from the disposition of Qualifying Securities.
(4) Earnings attributable to such collateral and the investment of such
earnings and contributions and proceeds under (2) and (3).
110
Section H2.07 Release of Collateral. A loan must provide for the release of
collateral in accordance with the provisions of Article H4.
Section H2.08 Payments. Payments made with respect to a loan during a Plan Year may
not exceed an amount equal to the sum of:
(a) Contributions (and their earnings) made to the ESOP to meet its obligations under
the loan minus such payments in prior years,
(b) Dividends (and their earnings) on Qualifying Securities held under the ESOP, and
(c) Proceeds (and their earnings) from the disposition of Qualifying Securities held in
the Suspense Account.
Section H2.09 Separate Accounting. Amounts used to make loan payments under the
preceding Section must be separately accounted for until the loan is repaid.
Section H2.10 Default. In the event of default on a loan, the value of Plan assets
transferred in satisfaction of the loan may not exceed the amount of default. If the lender is a
Disqualified Person, a loan must provide for a transfer of Plan assets upon default only upon and
to the extent of the failure of the Plan to meet the payment schedule of the loan.
Section H2.11 Interest Rate. The interest rate on a loan may not be in excess of a
reasonable rate of interest, taking into account the amount and duration of the loan, the security
and guarantee (if any) involved, the credit standing of the ESOP and the guarantor (if any), and
the interest rate prevailing for comparable loans. A variable interest rate may be reasonable.
Section H2.12 Loan Term. Any loan obtained by the ESOP must be for a specific term.
A loan may not be payable at the demand of any person, except in the case of default.
111
ARTICLE H3
Loan Repayments
Section H3.01 Ordering Rule. Loan repayments will generally be made from the
following sources in the following order:
(a) Dividends on Qualifying Securities held in the Suspense Account.
(b) Dividends on Qualifying Securities actually allocated to Participants ESOP
Account.
(c) Company Matching Contributions under the ESOP.
To the extent only a portion of categories (b) or (c) are needed, amounts in a category will be
taken pro rata from each Participants ESOP Account based on the ratio of the Participants
Dividends or Company Matching Contributions for the month to the total amount taken from the
particular category.
Section H3.02 Special Contributions. Special Contributions may also be used to repay
a loan. For purposes of the ordering rule of the preceding Section, Special Contributions will be
treated as allocated Dividends or Company Matching Contributions to the extent allocated on the
basis of such Dividends or Contributions respectively. To the extent that Special Contributions
are allocated on the basis of Compensation, they will be used to make loan repayments only after
the amounts in (a), (b) and (c) of the preceding Section.
Section H3.03 Use of Qualifying Securities. Proceeds from the sale of Qualifying
Securities may be used to repay a loan. The Committee will determine in what order such proceeds
will be used for loan repayments in relation to the amounts specified in Section H3.01 and Section
H3.02.
112
ARTICLE H4
Suspense Account
Section H4.01 Application. The rules of this Article apply whether or not Qualifying
Securities are given as collateral for any loan.
Section H4.02 Suspense Account. All Qualifying Securities acquired from the proceeds
of a loan (and any proceeds from the disposition of such Qualifying Securities) are held
unallocated in the Suspense Account until released from the Suspense Account in accordance with
this Article.
Section H4.03 Income. Any income on Qualifying Securities and any earnings on such
income held in the Suspense Account will also be retained unallocated in the Suspense Account
except to the extent used to pay off an ESOP loan.
Section H4.04 Rights to Suspense Account Amounts. No Participant or beneficiary will
have any right to any amounts in the Suspense Account until an amount is released from the Suspense
Account and allocated to his or her ESOP Account.
Section H4.05 General Rule for Release from Suspense. Unless the special election
described below is made, amounts held in the Suspense Account will be released from suspense as
follows:
(a) As of the close of each calendar month during the duration of a loan, the number of
Qualifying Securities released must equal the number of Qualifying Securities held
immediately before release multiplied by a fraction:
(1) The numerator of the fraction is the amount of principal and interest paid
for the month.
(2) The denominator of the fraction is the sum of the numerator plus the
principal and interest to be paid for all future months.
(b) The number of future months under the loan must be determined without taking into
account any possible extension or renewal periods.
(c) If the interest rate under the loan is variable, the interest to be paid in the
future must be computed by using the interest rate applicable as of the end of the month of
the allocation.
(d) If collateral includes more than one class of securities, the number of securities
of each class to be released for a Plan Year must be determined by applying the same
fraction to each class.
Section H4.06 Special Election. The Committee may elect (at the time a loan is
obtained) or the terms of a loan may provide for the release of Qualifying Securities from the
Suspense Account based solely on the ratio that the payment of principal for each Plan Year
113
bears to the total principal amount of the loan. This method may be used only if the
following rules are met:
(a) The loan must provide for annual payments of principal and interest at a cumulative
rate that is not less rapid at any time than level annual payment of such amounts for 10
years.
(b) The interest included in any payment is disregarded only to the extent that it
would be determined to be interest under standard loan amortization tables.
(c) This special election is not applicable from the time that, by reason of a renewal,
extension, or refinancing, the sum of the expired duration of the original loan, the renewal
period, the extension period, and the duration of a new exempt loan exceeds 10 years.
114
ARTICLE H5
Company Contributions
Section H5.01 Special Company Contributions. The Affiliated Companies may make
special additional contributions to the ESOP not otherwise called for by the Plan. The decision
whether to make such Special Contributions and the amount of any such contributions will be in the
sole discretion of the Board.
Section H5.02 Allocation of Special Contributions. In the event that the Affiliated
Companies decide to make a Special Contribution under Section H5.01, the ESOP will be amended to
specify how the Special Contribution will be allocated.
Section H5.03 Section 415 Limitations. Allocations to a Participants ESOP Account
under this Article will be subject to the limitations of Code Section 415 (see Appendix A).
115
ARTICLE H6
Dividends
Section H6.01 In General. This Article provides for the treatment of Dividends.
These rules apply to Dividends on Qualifying Securities held in the Suspense Account as well as
those already allocated to ESOP Accounts.
Section H6.02 Allocation of Dividends. Dividends on Qualifying Securities held in the
Suspense Account will be held in the Suspense Account. Dividends on Qualifying Securities already
allocated to a Participants ESOP Account will be allocated to that ESOP Account.
Section H6.03 Loan Repayments. If the ESOP has an outstanding loan, Dividends will be
used to the maximum extent possible to repay the loan. Dividends will be taken first from the
Suspense Account and then from Participants ESOP Accounts in proportion to the amount of Dividends
in each ESOP Account.
Section H6.04 Excess Dividends.
(a) Cash Dividends. Cash Dividends that are not applied (or to be applied) to
loan repayments under the preceding Section are subject to the election provided under Code
Section 404(k)(2)(A)(iii). Each Participant will be provided, on a quarterly basis, with an
option to have cash Dividends:
(1) Distributed to the Participant no later than 90 days after the close of the
Plan Year in which the cash Dividends are paid to the Plan; or
(2) Paid to the Plan and reinvested in Qualifying Securities in the
Participants Account.
If a Participant fails to make an election, the cash Dividends will be paid to the Plan and
reinvested in Qualifying Securities in the Participants Account. Participants will be fully vested
in cash Dividends with respect to which an election under this Section is offered.
(b) Stock Dividends. Stock Dividends are not applied to loan repayments and are
not subject to the election in (a). Stock Dividends on Qualifying Securities already
allocated to a Participants ESOP Account will be allocated to that ESOP Account as
Qualifying Securities.
Section H6.05 Conditioned on Deductibility. Distribution of Dividends under the
preceding Section will be made only if the Committee can reasonably determine that the distributed
Dividends will be deductible for federal income tax purposes by the Company under the provisions of
the Code, including Code Section 404(k) or any successor provision.
Section H6.06 Direct Distribution of Dividends. The Company may, in its discretion,
distribute Dividends directly to Participants rather than paying them to the Plan for distribution
to Participants.
116
Section H6.07 Meaning of Participant. For purposes of this Article, the term
Participant includes a beneficiary who retains credit under an ESOP Account following a
Participants death.
117
ARTICLE H7
Allocations of Suspense Account Amounts
Section H7.01 In General. Qualifying Securities and other amounts released from the
Suspense Account are allocated to Participants Accounts under the rules of this Article.
Section H7.02 Release from Suspense Account. Amounts released from the Suspense
Account are allocated as of the close of each month in the following order (until all amounts
available for allocation are used up):
(a) First, to the extent Dividends on Qualifying Securities allocated to a
Participants ESOP Account (which includes a beneficiarys ESOP Account) are used to make a
loan payment, Qualifying Securities with a fair market value equal to the greater of the
following two amounts will be allocated to the Participants ESOP Account:
(1) The amount of the dividend that would have been allocated to the
Participants Account but for the loan payment.
(2) The amount determined by multiplying the total amount released from
suspense for the month by the ratio of the amount determined in (1) to the total
loan payment for the month.
(b) Second, to the extent Company Matching Contributions on behalf of a Participant are
used to make a loan payment, the greater of the following two amounts will be allocated to
the Participants ESOP Account:
(1) The amount of the Company Matching Contribution that would have been
allocated to the Participants Account but for the loan payment.
(2) The amount determined by multiplying the total amount released from
suspense for the month by the ratio of the amount determined in (1) to the total
loan payment for the month.
(c) Third, an amount will be allocated with respect to Dividends on Qualifying
Securities held in the Suspense Account.
(1) This amount will be determined by multiplying the total amount released
from suspense for the month by the ratio of the unallocated Dividends used to make a
loan payment for the month to the total loan payment for the month. If this is
greater than the amount which remains to be allocated after (a) and (b), then such
lesser amount will be allocated under this paragraph (c).
(2) The amount determined in (1) will be allocated to Participants based on the
ratio of the Company Matching Contributions allocated to their ESOP Accounts for the
month to the total Company Matching Contributions allocated to ESOP Accounts for the
month.
118
(d) Fourth, if any amounts remain, they will be allocated in proportion to Compensation
for the Plan Year to the ESOP Account of all Participants who have a contribution made to
the ESOP for the month or to Participants who are Eligible Employees as of the last day of
the month, depending on which group received an allocation of Special Contributions for the
month (see Section H5.02).
Section H7.03 Allocation of Amounts Attributable to Special Contributions. Special
Contributions will be treated as Dividends under (a) of the preceding Section or Company Matching
Contributions under (b) of the preceding Section if they are allocated on the basis of such
Dividends or Company Matching Contributions respectively.
Section H7.04 Release of Collateral. Amounts released from the Suspense Account will
not necessarily correspond to the amount of collateral released each year. The amount of
collateral released will depend on the terms of a loan and whether securities purchased with the
proceeds of a loan increase or decrease in value.
Section H7.05 Section 415 Limits. Amounts released from the Suspense Account during a
year and allocated to Participants ESOP Accounts are not counted as annual additions for
purposes of Code Section 415 (see Appendix A).
119
ARTICLE H8
Voting Rights and Tender Offers
Section H8.01 In General. Qualifying Securities may be subject to an offer to
purchase or otherwise acquire from time to time. In addition, Qualifying Securities may carry the
right to vote on particular (or all) issues subject to a vote by shareholders of the Company and
such votes may be subject to proxy solicitations. This Article sets forth provisions governing
responses to such offers for and such voting of Qualifying Securities held under the Trust
Agreement and for responses to proxy solicitations. The provisions of this Article, and the
corresponding provisions in the Huntington Ingalls Industries Defined Contribution Plans Master
Trust are to be construed identically.
Section H8.02 Voting of Qualifying Securities. Shares of Qualifying Securities shall
be voted by the Trustee only in accordance with directions from Participants as provided below:
(a) Participants Entitled to Vote: Participants entitled to instruct the
Trustee with regard to voting shall be those Participants, including beneficiaries, (the
Eligible Voting Participants) who retain credit under an ESOP Account. The list of
Eligible Voting Participants will be fixed by the Committee as of the Determination Date for
purposes of this Section, which shall be the last day of the month next preceding the record
date established by the Board for the matter or matters to be voted on. However, if such
Determination Date is less than twenty-five days prior to such record date, the applicable
Determination Date shall be the last day of the second preceding month. Eligible Voting
Participants shall be named fiduciaries (under ERISA Section 403(a)(1)) for purposes of
directing the Trustee under this Section.
(b) Allocation of Shares: The number of shares initially allocated to an
Eligible Voting Participant for purposes of voting will be the number (calculated to five
decimal places) obtained by (1) dividing the number of shares of Qualifying Securities held
in the Huntington Ingalls Industries Fund (as defined in the Plans Trust Agreement) of the
Plan as of the close of business on the applicable Determination Date by the number of units
in the Huntington Ingalls Industries Fund credited to the accounts of all Eligible Voting
Participants as of such Determination Date, and (2) multiplying the quotient so obtained by
the number of units in the Huntington Ingalls Industries Fund credited to the account of
such Eligible Voting Participant as of the close of business on such Determination Date.
(c) Notification of Participants: In connection with the solicitation of
proxies, the Company, on behalf of the Trustee, shall notify all Eligible Voting
Participants of their rights with respect to voting and:
(1) shall furnish to the Eligible Voting Participants all soliciting and other
materials furnished to the Companys shareholders generally concerning the matter or
matters to be voted on;
(2) shall solicit for the Trustee voting instructions from the Eligible Voting
Participants concerning such matter or matters;
120
(3) shall state in the notice the date as of which instructions must be
received by the Company from Eligible Voting Participants in order to be considered
timely;
(4) shall notify each Eligible Voting Participant in writing of the number of
shares of Qualifying Securities as to which such Eligible Voting Participant is
entitled to give voting instructions to the Trustee under Section H8.02(b); and
(5) shall state in such notice that the Eligible Voting Participants
instructions shall also apply to his or her portion of the undirected shares
(described below).
(d) Voting of Shares: Each Eligible Voting Participant is entitled to direct
the Trustee with respect to the voting of the shares allocated to such Eligible Voting
Participant under Section H8.02(b) as well as the Eligible Voting Participants portion of
undirected shares. The Trustee shall follow timely and proper instructions received from
Eligible Voting Participants.
(1) The portion of undirected shares allocable to each Eligible Voting
Participant from whom timely and proper directions are received shall be equal to
the total number of undirected shares multiplied by a fraction. The numerator of
the fraction shall be the number of shares allocated to the Eligible Voting
Participant under Section H8.02(b) and the denominator of the fraction will be the
total number of shares allocated under Section H8.02(b) to Eligible Voting
Participants from whom timely and proper instructions are received.
(2) The total number of undirected shares shall be the sum of all shares for
which timely and proper instructions are not received, shares credited to the
Huntington Ingalls Industries Fund after the applicable Determination Date but on or
before the record date for the vote in question, less undirected shares sold or
otherwise disposed of by the Huntington Ingalls Industries Fund after the applicable
Determination Date but on or before such record date, and shares held in a suspense
account and not allocated to Participants accounts as of the Determination Date.
(e) Action by Trustee: As soon as practicable prior to the annual meeting or
other meeting or voting deadline for which proxies have been solicited, the Trustee shall
execute and deliver to the Company a proxy or proxies which accord with the rules of Section
H8.02(b).
Section H8.03 Tender Offers, etc.: In the event any offer is made to shareholders
generally by any person, corporation or other entity (the Offeror) to purchase or otherwise
acquire any or all of the Companys Qualifying Securities, including Qualifying Securities then
held in the Huntington Ingalls Industries Fund (an Offer), such Qualifying Securities shall be
tendered for sale or exchange by the Trustee only in accordance with directions from Participants
as provided below:
121
(a) Participants Entitled to Direct Trustee: Participants entitled to instruct
the Trustee with regard to an Offer shall be those Participants, including beneficiaries,
(the Eligible Tender Offer Participants) who retain credit under an ESOP Account. The
list of Eligible Tender Offer Participants will be fixed as of the Determination Date for
purposes of this Section, which shall be the last day of the month next preceding the date
on which copies of the offer or invitation for tenders are first published or sent or given
to the Companys shareholders. However, if such Determination Date is less than twenty-five
days prior to such date on which copies of the offer or invitation for tenders are first so
published or sent or given, the applicable Determination Date shall be the last day of the
second preceding month. Eligible Tender Offer Participants shall be named fiduciaries
(under ERISA Section 403(a)(1)) for purposes of directing the Trustee under this Section.
(b) Allocation of Shares: The number of shares initially allocated to an
Eligible Tender Offer Participant for purposes of directing a response to an Offer will be
the number (calculated to 5 decimal places) obtained by (1) dividing the number of shares of
Qualifying Securities held in the Huntington Ingalls Industries Fund of the Plan as of the
close of business on the applicable Determination Date by the number of units in the
Huntington Ingalls Industries Fund credited to the accounts of all Eligible Tender Offer
Participants as of such Determination Date, and (2) multiplying the quotient so obtained by
the number of units in the Huntington Ingalls Industries Fund credited to the account of
such Eligible Tender Offer Participant as of the close of business on such Determination
Date.
(c) Notification of Participants: In connection with the solicitation of
instructions, the Company, on behalf of the Trustee, shall notify all Eligible Tender Offer
Participants of their rights with respect to directing the disposition of shares under this
Section H8.03 and:
(1) shall furnish to the Eligible Tender Offer Participants all materials and
written information furnished to the Companys shareholders generally by the Offeror
and by the Company in connection with the Offer;
(2) shall solicit for the Trustee instructions from the Eligible Tender Offer
Participants concerning the Offer;
(3) shall state in the notice the date as of which instructions must be
received by the Company from Eligible Tender Offer Participants in order to be
considered timely;
(4) shall notify each Eligible Tender Offer Participant in writing of the
number of shares of Qualifying Securities as to which such Eligible Tender Offer
Participant is entitled to give instructions to the Trustee under Section H8.03(b);
and
122
(5) shall state in such notice that the Eligible Tender Offer Participants
instructions shall also apply to his or her portion of the undirected shares
(described below).
(d) Direction of Shares: Each Eligible Tender Offer Participant is entitled to
give the Trustee instructions that are consistent as to all (but not less than all) of the
shares allocated to such Eligible Tender Offer Participant under Section H8.03(b) as well as
the Eligible Tender Offer Participants portion of undirected shares. For instance, the
Eligible Tender Offer Participant may direct the Trustee to tender all such shares, or not
to tender all such shares. The Trustee shall follow timely and proper instructions received
from Eligible Tender Offer Participants.
(1) The portion of undirected shares allocable to each Eligible Tender Offer
Participant from whom timely and proper directions are received shall be equal to
the total number of undirected shares multiplied by a fraction. The numerator of
the fraction shall be the number of shares allocated to the Eligible Tender Offer
Participant under Section H8.03(b) and the denominator of the fraction will be the
total number of shares allocated under Section H8.03(b) to Eligible Tender Offer
Participants from whom timely and proper instructions are received.
(2) The total number of undirected shares shall be the sum of all shares for
which timely and proper instructions are not received, shares credited to the
Huntington Ingalls Industries Fund after the applicable Determination Date but on or
before the record date for the vote in question, less shares sold or otherwise
disposed of by the Huntington Ingalls Industries Fund after the applicable
Determination Date but on or before such record date, and shares held in the
Suspense Account and not allocated to Participants ESOP Accounts as of the
Determination Date.
(3) The Trustee will tender undirected shares proportionately from all
Participants Accounts (as well as the Suspense Account) that contain undirected
shares. For example, if the Trustee receives directions that are, in the aggregate,
25% in favor of tendering and 75% against tendering, it will tender one share from
an account with four undirected shares.
(e) Withdrawals of Shares: In the event, under the terms of an Offer or
otherwise, any shares of Qualifying Securities tendered for sale or exchange pursuant to
such Offer may be withdrawn from such Offer, the Trustee will follow timely and proper
instructions from Eligible Tender Offer Participants respecting the withdrawal of shares
from the Offer in the same manner as instructions under Section H8.03(d).
(f) Multiple Offers: If more than one Offer is made covering overlapping time
periods for Qualifying Securities in the Huntington Ingalls Industries Fund, the Trustee
will follow the rules of this Section H8.03 with respect to all such Offers. This may
require (1) more than one notification to Eligible Tender Offer Participants under Section
H8.03(c); (2) soliciting instructions from Eligible Tender Offer Participants as to
123
whether they wish to withdraw shares from one Offer and tender them for sale or
exchange under another Offer, and (3) soliciting instructions from Eligible Tender Offer
Participants who have rejected one Offer to see whether they wish to direct the tender of
shares for sale or exchange under another Offer.
(g) Allocation of Shares Accepted by Offeror: In the event that the Offeror
takes up and pays for fewer than all of the shares tendered for sale or exchange by the
Trustee on behalf of Eligible Tender Offer Participants, then the Trustee shall, to the
extent necessary, reduce the number of shares proffered from each account proportionately.
The Trustee shall use a random method to the extent necessary to allocate any residual
fractional shares between accounts.
(h) Treatment of Proceeds: In the event that shares are tendered for sale or
exchange on behalf of an Eligible Tender Offer Participant pursuant to this Section, the
proceeds (cash or otherwise) received upon the acceptance of such tender or exchange by the
Offeror shall be credited to the Company Matching Contributions portion of the Account of
such Eligible Tender Offer Participant. The cash proceeds so credited shall purchase units
and fractions of units in the Plans funds other than the Huntington Ingalls Industries Fund
(as defined in the Plan), in accordance with the allocation then in effect for such Eligible
Tender Offer Participants own contributions. The non-cash proceeds (if any) so credited
shall be held by the Trustee pending further instructions from the Investment Committee.
124
ARTICLE H9
Investments
Section H9.01 Huntington Ingalls Industries Fund. Except as otherwise provided in the
Trust Agreement, all amounts held under the ESOP and not diversified under Article H10 shall be
held in the Huntington Ingalls Industries Fund under the Trust Agreement and shall be used to
purchase Qualifying Securities.
(a) Cash set aside to meet ongoing liquidity needs and amounts temporarily liquid
pending investment in Qualifying Securities may be invested in obligations of the federal
government (including any agency or instrumentality thereof), certificates of deposit, any
common or group trust funds maintained by the Trustee or other bank or trust company, and in
commercial paper other than obligations of Huntington Ingalls Industries, Inc.
(b) Purchases of Qualifying Securities may be made from or through any source including
the Company or a Participant.
(c) Rights, options, or warrants offered to purchase Huntington Ingalls Industries,
Inc. stock shall be exercised by the Trustee to the extent that there is cash available for
investment. To the extent cash is not available, the same shall be sold on the open market.
(d) Conversion of convertible preferred stock shall be accomplished at the discretion
of the Trustee. Stock distributions shall be made only in Huntington Ingalls Industries,
Inc. common stock that is publicly traded and is not subject to a trading limitation. For
these purposes, a trading limitation on a security is a restriction under any federal or
state securities law, any regulation under a federal or state securities law, or any
agreement affecting the security that would make the security not as freely tradable as one
not subject to such restriction. The preceding sentence is to be construed in accordance
with Treasury Regulation Section 54.4975-7(b)(10).
Section H9.02 Primary Investment. Funds held under the ESOP are to be primarily
invested in Qualifying Securities as required by ERISA and the Code, except to the extent
diversified under Article H10.
125
ARTICLE H10
Diversification
Section H10.01 In General. This Article provides for the diversification of
investments under the ESOP in certain circumstances for Participants meeting certain conditions.
Section H10.02 Eligibility. Each Participant is immediately eligible for the
diversification election described below, notwithstanding his or her Years of Service.
Section H10.03 Diversification Election. A Participant eligible to make the
diversification election may elect to diversify up to 100% of his or her ESOP Account.
(a) Diversification consists of transferring amounts among the ESOP Account and one or
more of the other investment funds under the Plan.
(b) The general rules under the Plan applicable to transfers between investment funds
will apply.
Section H10.04 Timing of Election. A Participant may elect to diversify at any time.
Elections must be made according to the rules and procedures of the Committee.
126
ARTICLE H11
Distributions
Section H11.01 Application. The distributions rules of this Article are in addition
to the regular distributions rules of the Plan and are not intended to supplant those rules.
Section H11.02 Timing of Distributions. The distribution of the vested portion of a
Participants ESOP Account will be made at the same time as his or her distribution under the Plan,
as soon as possible after the election of distribution.
Section H11.03 Exception for Financed Securities. That portion of a Participants
ESOP Account which includes Qualifying Securities acquired with the proceeds of a loan will not be
distributed until the close of the Plan Year in which the loan is repaid in full.
Section H11.04 Form of Distributions. Participants may elect to receive between
1-100%, in whole percentages, of the amounts in their ESOP Account in the form of Qualifying
Securities. Any amount not distributed in the form of Qualifying Securities will be distributed in
cash.
Section H11.05 Condition of Distributions. The rules for distributions under the ESOP
are all conditioned on the present requirement that stock distributions shall be made only in
Huntington Ingalls Industries, Inc. common stock that is publicly traded and is not subject to a
trading limitation (see Section H9.01(d)), and the absence of any investments in Qualifying
Securities other than such common stock. Should these conditions change in the future, the ESOP
may be amended to provide for other distribution rules.
127
ARTICLE H12
Termination
Section H12.01 Termination. In addition to the general termination provisions of the
Plan, the ESOP shall terminate if the Company does not receive an initial determination from the
IRS that the ESOP qualifies as an ESOP under Code Section 4975(e)(7) or if changes in the law
prevent a deduction under Code Section 404(k) of all Dividends under the ESOP that are applied to
repay a loan or passed-through to Participants.
128
APPENDIX I
Huntington Ingalls Industries Transfer Provisions
ARTICLE I1
Application and Definitions
Section I1.01 Application. The provisions of this Appendix I provide special rules
governing the spin-off of the shipbuilding businesses of the Northrop Grumman Group to the
Affiliated Companies.
Section I1.02 Definitions. The following definitions apply exclusively for purposes
of this Appendix I:
(a) Delayed Transfer Employee. An employee whose employment transfers upon
mutual agreement of Huntington Ingalls Industries, Inc. and Northrop Grumman Corporation,
within 45 days after the Spin-Off, from the Northrop Grumman Group to the Affiliated
Companies or from the Affiliated Companies to the Northrop Grumman Group because the
employee was inadvertently and erroneously treated as employed by the wrong employer on the
Distribution Date, and who was continuously employed by a member of the Affiliated Companies
or the Northrop Grumman Group (as applicable) from the Distribution Date through the date
such employee commences active employment with a member of the Northrop Grumman Group or the
Affiliated Companies (as applicable). Notwithstanding anything herein to the contrary, the
mutual agreement with respect to, and actual commencement of employment with the Affiliated
Companies or the Northrop Grumman Group (as applicable) of, any Delayed Transfer Employee
must occur on or before 45 days after the Distribution Date.
(b) Distribution Date. The date Northrop Grumman Group distributes to its
stockholders its entire interest in the Affiliated Companies by way of a stock dividend.
(c) Northrop Grumman Group. The Northrop Grumman Corporation and all members
of the Northrop Grumman Corporations controlled group as determined under Code Section 414.
129
ARTICLE I2
Transfers and Rehires
Section I2.01 Service Credit. For Eligible Employees transferred to the Affiliated
Companies on the Distribution Date or as Delayed Transfer Employees, the Affiliated Companies shall
provide credit under the Plan for service before the Distribution Date with the Affiliated
Companies and the Northrop Grumman Group for purposes of calculating Years of Service to the same
extent that such service was recognized under the relevant Northrop Grumman Group employee benefit
plans; provided, however, that the Plan shall apply any applicable break-in-service rules, to the
extent provided under the Plan, as if such service was service with the Affiliated Companies.
Additionally, a Delayed Transfer Employees service with the Northrop Grumman Group following the
Distribution Date shall be recognized for purposes of Years of Service under the Plan, subject to
the otherwise applicable provisions. Notwithstanding the prior provisions of this Section I2.01,
no employee shall receive duplicative service under the Plan and an employee benefit plan
maintained by the Northrop Grumman Group.
Section I2.02 Former Employees. If a former Employee of the Northrop Grumman Group
becomes employed by the Affiliated Companies other than on the Distribution Date or as a Delayed
Transfer Employee, then the Plan will not recognize for any purpose such individuals service with
the Northrop Grumman Group before or after the Distribution Date, except to the extent required by
law.
Section I2.03 Continuation of Elections. The Company shall cause the Plan to
recognize and maintain all elections of a Participant, beneficiary or alternate payee in effect
under the Northrop Grumman Savings Plan immediately prior to the transfer of his or her account(s)
from the Northrop Grumman Savings Plan to the Plan, including, but not limited to, deferral,
investment and payment form elections, beneficiary designations and the rights of alternate payees
under qualified domestic relations orders; provided, however, that investment elections relating to
the Northrop Grumman Fund shall be deemed to apply to the qualified default investment alternative
as determined under Section 9.03(e) unless otherwise specified by the Investment Committee.
Section I2.04 Transfers to the Northrop Grumman Group. In the event that a
Participant returns to employment with the Northrop Grumman Group as a Delayed Transfer Employee,
the Company shall cause the Plan to transfer to the applicable Northrop Grumman Group employee
benefit plan the accounts, liabilities and related assets in the Plan attributable to such
Participant (and his or her alternate payees, if any) as soon as reasonably practicable following
the date of rehire by the Northrop Grumman Group. The transfer of assets shall be in cash and
include outstanding loan balances and forfeitures and be conducted in accordance with Code Section
414(l) and Treasury Regulation Section 1.414(1)-1, and ERISA Section 208. In the event that a
Participant returns to employment with the Northrop Grumman Group other than as a Delayed Transfer
Employee, the Plan has no obligation to make any transfer to the applicable Northrop Grumman Group
employee benefit plan other than as may be otherwise required by law or other terms of the Plan.
130
ARTICLE I3
Plan Limits and Non-Discrimination Testing
Section I3.01 Code Section 401(a)(17) Limits. For the 2011 Plan Year, the Code
Section 401(a)(17) limit on Compensation shall apply to all compensation paid by the Northrop
Grumman Group or the Affiliated Companies. Consequently, all 2011 Plan benefits shall be based on
no more than $245,000 of compensation, regardless of whether such compensation was paid by the
Northrop Grumman Group or the Affiliated Companies.
Section I3.02 Code Section 415 Limits. For the 2011 Plan Year, the combined benefits
under the Plan, and any defined contribution plan sponsored by the Northrop Grumman Group or the
Affiliated Companies shall not exceed the 2011 Code Section 415 limits, applying such limits as if
all such plans were sponsored within the same controlled group, as defined under Code Section 414.
Consequently, combined benefits under the Plan, and any defined contribution plan sponsored by the
Northrop Grumman Group or the Affiliated Companies shall not exceed the lesser of $49,000 or 100%
of an individuals total compensation paid by the Northrop Grumman Group or the Affiliated
Companies.
Section I3.03 Code Section 402(g) Limits. During the 2011 Plan Year, a Participants
Tax-Deferred Contributions and Roth Contributions shall be limited to the Code Section 402(g) limit
taking into account any equivalent contributions made by such Participant to a defined contribution
sponsored by the Northrop Grumman Group.
Section I3.04 Non-Discrimination Testing. All applicable non-discrimination testing
not expressly mentioned above shall be performed by the Plan without reference to any employee
benefit plan sponsored by the Northrop Grumman Group.
131
EXHIBIT A
Coverage
Participating Employers
The following chart provides information regarding the reporting entity, employer, entity
code, and applicable Sub-Plan of each group of Employees eligible to participate in the Plan.
Notwithstanding the information in this Exhibit A, those Employees designated by the Companys
Chief Executive Officer or the Companys Corporate Vice President and Chief Human Resources and
Administrative Officer as elected or appointed officers of the Company or any Affiliated Company
shall participate in the Sub-Plan A regardless of the reporting entity, employer, or entity code
with which they are affiliated.
|
|
|
|
|
|
|
|
|
Sector |
|
Employer |
|
Entity Code |
|
Sub-
Plan |
NGSB
|
|
Northrop Grumman Shipbuilding, Inc. (non-represented
employees and Abu Dhabi) excluding Temporary Hourly
|
|
|
265 |
|
|
A |
|
|
|
|
|
|
|
|
|
NGSB
|
|
Continental Maritime of San Diego, Inc. (non-represented
employees)
|
|
|
269 |
|
|
A |
|
|
|
|
|
|
|
|
|
NGSB
|
|
Newport News Industrial Corporation (non-represented
employees) excluding Temporary Hourly
|
|
|
272 |
|
|
A |
|
|
|
|
|
|
|
|
|
NGSB
|
|
Avondale Industries NG Ship Systems (Avondale
Non-Represented Employees)
|
|
|
130 |
|
|
CC |
|
|
|
|
|
|
|
|
|
NGSB
|
|
Northrop Grumman Ship Systems International, Inc.
|
|
|
144 |
|
|
CC |
|
|
|
|
|
|
|
|
|
NGSB
|
|
Northrop Grumman Ships Systems (non-represented employees)
|
|
|
146 |
|
|
CC |
|
|
|
|
|
|
|
|
|
NGSB
|
|
Newport News Nuclear Inc. (non-represented) (salaried
employees only)
|
|
|
473 |
|
|
A |
|
|
|
|
|
|
|
|
|
NGSB
|
|
NNS Energy Inc. (non-represented)
|
|
|
492 |
|
|
A |
132