EX-4.5 4 d369615dex45.htm EX-4.5 EX-4.5

Exhibit 4.5

2017 AMENDMENT AND RESTATEMENT OF

DXC TECHNOLOGY

MATCHED ASSET PLAN


TABLE OF CONTENTS

 

                Page  
  ARTICLE 1    GENERAL      1  
  1.1    Plan Name and Purpose      1  
  1.2    Effective Date      1  
  1.3    Spin-Off of CSRA      1  
  1.4    Merger with HPE-ES      2  
  ARTICLE 2    DEFINITIONS      3  
  2.1    Account(s) or Participant’s Account(s)      3  
  2.2    Affiliated Company      4  
  2.3    Beneficiary      4  
  2.4    Board of Directors      4  
  2.5    Break in Service      4  
  2.6    Casual Employee      5  
  2.7    Catch-up Contributions      5  
  2.8    Code      5  
  2.9    Committee      5  
  2.10    Company      5  
  2.11    Compensation      5  
  2.12    Compensation Deferral Contributions      6  
  2.13    CSRA Stock Fund      6  
  2.14    Discretionary Employer Contributions      6  
  2.15    Distributable Benefit      6  
  2.16    Early Retirement Date      6  
  2.17    Effective Date      6  
  2.18    Eligibility Date      6  
  2.19    Eligible Employee      6  
  2.20    Employee      7  
  2.21    Employment Commencement Date      8  
  2.22    ERISA      8  
  2.23    Excess Aggregate Contribution      8  
  2.24    Excess Contribution      8  

 

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TABLE OF CONTENTS

(continued)

 

                Page  
    2.25      Excess Deferral      9  
    2.26      Five-Taxable-Year-Period      9  
    2.27      Forfeiture Account      9  
    2.28      Full-Time Employee      9  
    2.29      415 Compensation      9  
    2.30      Highly Compensated Employee      10  
    2.31      Highly Compensated Participant      10  
    2.32      HPE-ES Merger      11  
    2.33      Hour of Service      11  
    2.34      Includable Compensation      12  
    2.35      Investment Fund      12  
    2.36      Leased Employee      12  
    2.37      Leave of Absence      12  
    2.38      Matching Contributions      12  
    2.39      Maternity or Paternity Absence      12  
    2.40      Non-Elective Contribution      13  
    2.41      Non-Highly Compensated Employee      13  
    2.42      Normal Retirement      13  
    2.43      Normal Retirement Age      13  
    2.44      Normal Retirement Date      13  
    2.45      Part-Time Employee      13  
    2.46      Participant      13  
    2.47      Participating Employer      13  
    2.48      Period of Severance      14  
    2.49      Plan      14  
    2.50      Plan Administrator      14  
    2.51      Plan Year      14  
    2.52      Postponed Retirement Date      14  
    2.53      Prior Plan      14  
    2.54      Qualified Roth Distribution      14  

 

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TABLE OF CONTENTS

(continued)

 

              Page  
  2.55    Qualifying Employer Securities      14  
  2.56    Roth Catch-up Contribution      14  
  2.57    Roth Contribution      14  
  2.58    Service      15  
  2.59    Severance      16  
  2.60    Severance Date      17  
  2.61    Special Dividend      17  
  2.62    Spouse (Surviving Spouse)      17  
  2.63    Stock      17  
  2.64    Temporary Employee      17  
  2.65    Top Paid Group      17  
  2.66    Total and Permanent Disability      18  
  2.67    Trust and Trust Fund      18  
  2.68    Trust Agreement      18  
  2.69    Trustee      19  
  2.70    Valuation Date      19  
  2.71    Vested Interest      19  
  2.72    Voluntary Extended Leave Program      19  
  2.73    Year of Service      19  
ARTICLE 3    ELIGIBILITY AND PARTICIPATION      20  
  3.1    Eligibility to Participate      20  
  3.2    Subsequent Eligibility      20  
ARTICLE 4    COMPENSATION DEFERRALS      21  
  4.1    Compensation Deferral Agreement      21  
  4.2    Automatic Enrollment      22  
  4.3    Modification, Revocation or Termination of Compensation Deferral Agreement and Catch-up Contribution Elections      24  
  4.4    Amount Subject to Deferral      25  
  4.5    Limitation on Compensation Deferrals by Highly Compensated Employees      25  

 

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TABLE OF CONTENTS

(continued)

 

              Page  
  4.6    Provisions for Distribution of Excess Contributions By Highly Compensated Employees      26  
  4.7    Provisions for Distribution of Annual Compensation Deferral Contributions in Excess of the Applicable Limit      27  
  4.8    Character of Amounts Contributed as Compensation Deferrals      28  
  4.9    Participant Voluntary Contributions      28  
  4.10    Participant Rollover Contributions      28  
ARTICLE 5    EMPLOYER CONTRIBUTIONS      30  
  5.1    Amount of Participating Employer Contributions      30  
  5.2    Special Limitations on Matching Contributions      34  
  5.3    Return of Excess Contributions on Behalf of Highly Compensated Employees      35  
  5.4    Irrevocability      37  
ARTICLE 6    TRUSTEE AND TRUST FUND      38  
  6.1    In General      38  
ARTICLE 7    INVESTMENT FUNDS      39  
  7.1    Investment of Matching Contributions and Retirement Accounts      39  
  7.2    Investments in the DXC Technology Stock Fund      39  
  7.3    Investment of Accounts and Contributions      41  
  7.4    Other Investment Allocations Rules      42  
  7.5    CSRA Stock Fund      42  
ARTICLE 8    VESTING      44  
  8.1    Vested Interest in Compensation Deferral, Retirement, Merged, Rollover and Roth Accounts      44  
  8.2    Vested Interest in Matching Contributions Account      44  
  8.3    Vested Interest in Discretionary Employer Contributions      45  
ARTICLE 9    PAYMENT OF PLAN BENEFITS      46  
  9.1    Distribution Upon Retirement      46  
  9.2    Distribution Upon Death Prior to Payment of Benefits      49  
  9.3    Distribution Upon Disability Prior to Retirement Date      49  
  9.4    Severance Prior to Normal Retirement Date      49  

 

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TABLE OF CONTENTS

(continued)

 

              Page  
  9.5    Forfeitures; Restoration      50  
  9.6    Payment of Distributable Benefit      51  
  9.7    Withdrawals      52  
  9.8    Designation of Beneficiary      54  
  9.9    Facility of Payment      56  
  9.10    Payee Consent      56  
  9.11    Additional Requirements for Distribution      56  
  9.12    Distribution from Merged Accounts      56  
  9.13    Direct Transfer of Distribution      59  
ARTICLE 10    VALUATION OF ACCOUNTS      62  
ARTICLE 11    OPERATION AND ADMINISTRATION OF THE PLAN      63  
  11.1    Plan Administration      63  
  11.2    Committee Powers      63  
  11.3    Correcting Administrative Errors      64  
  11.4    Investment Manager      64  
  11.5    Committee Procedure      65  
  11.6    Compensation of Committee      65  
  11.7    Resignation and Removal of Members      65  
  11.8    Appointment of Successors      65  
  11.9    Records      66  
  11.10    Reliance Upon Documents and Opinions      66  
  11.11    Requirement of Proof      66  
  11.12    Reliance on Committee Memorandum      66  
  11.13    Multiple Fiduciary Capacity      66  
  11.14    Limitation on Liability      67  
  11.15    Indemnification      67  
  11.16    Bonding      67  
  11.17    Prohibition Against Certain Actions      67  
  11.18    Plan Expenses      68  
  11.19    Participant Loans      68  

 

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TABLE OF CONTENTS

(continued)

 

              Page  
ARTICLE 12    MERGER OF COMPANY; MERGER OF PLAN      69  
  12.1    Effect of Reorganization or Transfer of Assets      69  
  12.2    Merger Restriction      69  
ARTICLE 13    PLAN TERMINATION AND DISCONTINUANCE OF CONTRIBUTIONS      70  
  13.1    Plan Termination      70  
  13.2    Discontinuance of Contributions      70  
  13.3    Rights of Participants      71  
  13.4    Trustee’s Duties on Termination      71  
  13.5    Partial Termination      71  
  13.6    Failure to Contribute      72  
ARTICLE 14    APPLICATION FOR BENEFITS      73  
  14.1    Application for Benefits      73  
  14.2    Action-on Application      73  
  14.3    Appeals      73  
  14.4    Disability Claims      74  
ARTICLE 15    LIMITATIONS ON CONTRIBUTIONS      76  
  15.1    General Rule      76  
  15.2    Annual Additions      76  
  15.3    Other Defined Contribution Plans      76  
  15.4    Correction of Excess Annual Additions      77  
  15.5    Correction of Excess Amounts      77  
  15.6    Affiliated Company      77  
ARTICLE 16    RESTRICTION ON ALIENATION      78  
  16.1    General Restrictions Against Alienation      78  
  16.2    Nonconforming Distributions Under Court Order      78  
ARTICLE 17    PLAN AMENDMENTS      80  
  17.1    Amendments      80  
ARTICLE 18    MISCELLANEOUS      81  
  18.1    No Enlargement of Employee Rights      81  

 

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TABLE OF CONTENTS

(continued)

 

              Page  
  18.2    Mailing of Payments; Lapsed Benefits      81  
  18.3    Addresses      82  
  18.4    Notices and Communications      82  
  18.5    Reporting and Disclosure      82  
  18.6    Interpretation      82  
  18.7    Withholding for Taxes      83  
  18.8    Limitation on Company, Participating Employer, Committee and Trustee Liability      83  
  18.9    Successors and Assigns      83  
  18.10    Counterparts      83  
  18.11    Military Service      83  
ARTICLE 19    TOP-HEAVY PLAN RULES      84  
  19.1    Applicability      84  
  19.2    Definitions      84  
  19.3    Top-Heavy Status      85  
  19.4    Minimum Contributions      87  
  19.5    Vesting Rules      88  
  19.6    Non-Eligible Employees      88  
  19.7    Top-Heavy Provision Amendment for Plan Years Beginning After December 31 2001      88  
ARTICLE 20    ESOP      90  
  20.1    ESOP Accounts      90  
  20.2    Exempt Loan      91  
  20.3    Distributions      94  
  20.4    Treatment of Dividends      94  
  20.5    Acquisition Loan      95  
ARTICLE 21    AFTER-TAX MERGED ACCOUNTS      96  
  21.1    Coverage      96  
  21.2    After-Tax Merged Account      96  
  21.3    Withdrawals      96  
  21.4    Effect on Other Plan Provisions      96  

 

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TABLE OF CONTENTS

(continued)

 

              Page  
Appendix A    Special Provisions From Certain Prior Plans      98  
Appendix B    Service Exceptions      112  
Appendix C    Participating Employers      130  
Appendix D    Eligible Unions      131  
Appendix E    Loan Rollovers      132  
Appendix F    Certain Special Terms and Conditions      133  
Appendix G    Target Series Retirement Funds      134  
Appendix H    Special Rules for Puerto Rican Participants      135  
Appendix I    Ineligible ESOP Participants      138  
Appendix J    Enterprise Services 401(k) Plan Supplement      139  

 

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ARTICLE 1

GENERAL

1.1 Plan Name and Purpose. The name of this Plan is the “DXC Technology Matched Asset Plan” (the “Plan”). The Plan was formerly known as the “Computer Sciences Corporation Matched Asset Plan” and was formerly sponsored by Computer Sciences Corporation (“CSC”). Effective April 1, 2017, sponsorship of the Plan was transferred from CSC to DXC Technology (“DXC”) and the name of the Plan was changed accordingly. The purpose of this instrument is to amend and restate in its entirety the terms and conditions of the Plan.

This Plan is intended to qualify under Code Section 401(a), and with respect to the portion hereof intended to qualify as a qualified cash or deferred arrangement, to satisfy the requirements of Code Section 401(k), and with respect to the portion intended to qualify as an employee stock ownership plan, to satisfy the requirements of Code Section 4975(e)(7). This Plan is intended to qualify as a profit-sharing plan under Code Section 401(a)(27)(B).

1.2 Effective Date. The original effective date of the Plan was February 1, 1967. This amendment and restatement is effective as of April 1, 2017, except as otherwise expressly provided herein or as required by law. Operation of the Plan during periods prior to April 1, 2017 shall be governed by the terms of the Plan documents in effect during those periods, unless otherwise noted or required by law.

Except as expressly stated to the contrary herein, the provisions of this instrument amending and restating the Plan are not intended to enlarge the rights of any Participant whose employment for a Participating Employer terminated before April 1, 2017, and all questions relating to the rights of any Participant who terminated before April 1, 2017 shall be determined in accordance with the Plan provisions in effect at such termination unless the clear meaning of the language of this Plan document indicates a different intent.

1.3 Spin-Off of CSRA.

(a) In connection with CSC’s spin-off of the legal entities constituting its North American Public Sector segment, CSC underwent an internal reorganization and incorporated Computer Sciences Government Services Inc. (“CSGov”) on June 16, 2015 as a wholly-owned subsidiary of CSC. On November 27, 2015, CSGov was spun-off from CSC (the “CSGov Separation”). On November 30, 2015, CSGov merged with SRA International, Inc. (the “SRA Merger”), forming CSRA Inc. (“CSRA”). Effective as of the CSGov Separation and SRA Merger, CSRA became an independent, publicly traded corporation that owns and operates the legal entities constituting the North American Public Sector segment previously owned and operated by CSC (through its direct and indirect subsidiaries), as well as SRA International, Inc.

(b) In connection with the CSGov Separation, CSGov established the CSGov 401(k) Plan, which subsequently became known as the CSRA 401(k) Plan (the “CSRA Plan”), to be substantially similar to this Plan. In accordance with ERISA and the Code, certain active CSC employees who became active employees of CSGov as of October 30,

 

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2015 had their account balances under this Plan transferred to the CSRA Plan (“CSRA Participants”). Accordingly, the CSRA Participants ceased participating in this Plan and began participating in the CSRA Plan as of October 30, 2015. All other Plan Participants who were active employees and remained employed with CSC after the CSGov Separation continued participating in this Plan after the CSGov Separation.

1.4 Merger with HPE-ES.

(a) Effective April 1, 2017, CSC merged with the Enterprise Services segment (“Enterprise Services, LLC” or “HPE-ES”) of Hewlett Packard Enterprise, whereby CSC and HPE-ES became wholly-owned subsidiaries of the parent entity of the newly-merged company, DXC Technology (the “HPE-ES Merger”). Following the HPE-ES Merger, CSC transferred sponsorship of this Plan to DXC Technology and the name of the Plan was changed accordingly.

(b) Effective as of the HPE-ES Merger, the Enterprise Services 401(k) Plan was merged with and into this Plan, as provided in the Enterprise Services 401(k) Plan Supplement, Appendix J to this Plan.

 

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ARTICLE 2

DEFINITIONS

2.1 Account(s) or Participant’s Account(s). The following Plan accounts are maintained for Participants, as applicable:

(a) “Compensation Deferral Account” shall mean the account established and maintained for a Participant to record amounts held in the Trust Fund which are attributable to (i) Compensation Deferral Contributions made by a Participating Employer on behalf of such Participant in accordance with subsection 5.1(a)(i) hereof, or (ii) such other amounts that were made on a pre-tax basis as compensation deferral contributions made by a prior employer to that employer’s plan prior to the merger of such assets from that employer’s plan into the Plan.

(b) “Catch-up Contribution Account” shall mean the account established and maintained for a Participant to record amounts held in the Trust Fund which are attributable to Catch-up Contributions made by a Participating Employer on behalf of such Participant in accordance with subsection 4.1(c).

(c) “Matching Contributions Account” shall mean the account established and maintained for a Participant to record amounts held in the Trust Fund which are attributable to Matching Contributions made by a Participating Employer on behalf of such Participant in accordance with subsection 5.1(a)(iii) hereof and any such allocations made pursuant to Section 7.4.

(d) “Retirement Account” shall mean the account established and maintained for a Participant to record amounts held in the Trust Fund which are attributable solely to Participating Employer contributions on behalf of such Participant for Plan Years ending prior to January 1, 1987.

(e) “Rollover Account” shall mean the account established and maintained for a Participant to record amounts held in the Trust Fund which are attributable to Participant rollover contributions under Section 4.10 hereof.

(f) “Merged Account” shall mean the account established and maintained for a Participant to record amounts held in the Trust Fund which are attributable to employer contributions that were made by a prior employer prior to the merger of such assets from such qualified retirement plans into the Plan except for amounts in the After-Tax Merged Accounts and amounts described in subsection 2.1(a) above.

(g) “After-Tax Merged Accounts” shall mean the account described in Article 21.

(h) “Discretionary Employer Contributions Account” shall mean the account established and maintained for a Participant to record amounts held in the Trust Fund which are attributable to Discretionary Employer Contributions made by a Participating Employer on behalf of such Participant in accordance with subsection 5.1(c) hereof.

 

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(i) “Roth Account” means the account established and maintained for a Participant into which Roth Contributions and Roth Catch-up Contributions made on behalf of a Participant and earnings thereon are credited. A Participant’s Roth Account and Roth Rollover Account are referred to collectively as a Participant’s “Roth Accounts.”

(j) “Roth Rollover Account” means the account established and maintained for a participant into which qualified Roth rollovers that are transferred to the Plan on behalf of a Participant and earnings thereon are credited. A Participant’s Roth Rollover Account and Roth Account are referred to collectively as a Participant’s “Roth Accounts.”

(k) The term Account or Participant’s Account also shall include other accounts that are transferred to or merged into this Plan as a result of an outsourcing agreement or corporate transaction and as specified in the applicable sections of this Plan document.

2.2 Affiliated Company. Affiliated Company shall mean, where applicable, either an Affiliated Company of the Company or a Participating Employer in subsection 2.47(c) that meets the following requirements:

(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 (whether or not incorporated) 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, or

(d) Any other entity required to be aggregated with the Company pursuant to regulations under Code Section 414(o).

2.3 Beneficiary. The person or persons last designated by a Participant as set forth in Section 9.8 or, if there is no designated Beneficiary or surviving Beneficiary, the person or persons designated in Section 9.8 to receive the Distributable Benefit of a deceased Participant.

2.4 Board of Directors. The Board of Directors of the Company or the Compensation Committee of the Board of Directors (if duly authorized to act for and in place of the Board of Directors with respect to the Plan).

2.5 Break in Service. With respect to any Employee, a twelve consecutive month Period of Severance; provided, however, that for the sole purpose of determining whether a Break in Service has occurred, the Severance Date of an Employee who is absent from Service on account of a Maternity or Paternity Absence beyond the first anniversary of the first date of absence shall be the second anniversary of the first date of such absence. The period between the first and second anniversaries of the commencement of such Maternity or Paternity Absence shall be neither a period of Service nor a Period of Severance.

 

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2.6 Casual Employee. Individuals who work for the Participating Employer only on an as-needed, call-in basis.

2.7 Catch-up Contributions. Contributions described in subsection 5.1(a)(ii).

2.8 Code. The Internal Revenue Code of 1986 as amended from time to time.

2.9 Committee. The committee described in Article 11 hereof. All references to the Committee shall also include any delegate(s) of the Committee.

2.10 Company. Company means DXC Technology. For periods prior to April 1, 2017, Company means Computer Sciences Corporation.

2.11 Compensation. Base compensation plus any compensation (including commission-based compensation) under a formal sales incentive plan other than a pre-sales incentive plan paid by a Participating Employer for a Plan Year by reason of services performed by a Participant, including special pay provided to reservists in the United States military, but shall not include overtime, bonuses or any other types of pay. Determination of “Compensation” shall be subject to the following special rules:

(a) Amounts deducted pursuant to authorization by a Participant or pursuant to requirements of law (including amounts of Compensation deferred in accordance with the provisions of subsection 5.1(a)(i) and which qualify for treatment under Code Section 401(k) and amounts of Compensation deducted under a plan which satisfies the requirements of Code Section 125 or 132(1)(4)) shall be included in “Compensation,” except as specifically provided to the contrary elsewhere in this Plan;

(b) All other fringe benefits and contributions by a Participating Employer under any employee benefit plan shall not be included in Compensation; however, sick pay, vacation pay, pay in lieu of notice, pay under a paid time off allowance and jury pay shall be included in Compensation;

(c) Amounts paid or payable by reason of services performed during any period in which an Eligible Employee is not a Participant under this Plan shall not be included in Compensation;

(d) Amounts not included in a Participant’s gross income for the current taxable year pursuant to deferred compensation plans (other than amounts described in (a) above) shall not be included in Compensation;

(e) Amounts included in any Participant’s gross income with respect to life insurance as provided by Code Section 79 shall not be included in Compensation;

(f) Compensation in excess of the limits contained in Code Section 401(a)(17), as indexed, shall be disregarded. The cost of living adjustment in effect for a calendar year applies to any periods, not exceeding 12 months, over which Compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12.

 

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(g) For a Participant who enters qualified military service as defined under Code Section 414(u), Compensation shall include the special pay paid to such Participant for such qualified military service. For purposes of the preceding sentence, “special pay” shall mean the payments made to a Participant that reflect the difference between the Participant’s regular salary or wages from the Participating Employer and the payments such Participant is receiving from the United States government for the Participant’s qualified military service.

(h) For Participants who participate in the Voluntary Extended Leave Program, Compensation shall be the base compensation paid by a Participating Employer to a Participant during the period that such Participant participates in the Voluntary Extended Leave Program.

2.12 Compensation Deferral Contributions. Contributions described in subsection 5.1(a)(i).

2.13 CSRA Stock Fund. The investment fund described in Section 7.5 of the Plan consisting of CSRA Stock. Notwithstanding the foregoing, there were implemented measures as determined by the Committee to liquidate no later than November 30, 2016, in an orderly fashion, the common stock of CSRA held in the CSRA Stock Fund as described in Section 7.5(b).

2.14 Discretionary Employer Contributions. Participating Employer contributions described in subsection 5.1(c).

2.15 Distributable Benefit. The Vested Interest of a Participant in this Plan which is determined and distributable to the Participant, in accordance with the provisions of Articles 8 and 9, upon the Participant’s Severance.

2.16 Early Retirement Date. The first day of the month that coincides with or next follows the date the Participant incurs a Severance after attaining at least age fifty-five (55).

2.17 Effective Date. With respect to this Amended and Restated Plan, as of April 1, 2017, subject, however, to the provisions of Section 1.2.

2.18 Eligibility Date. Except as provided in Appendices A, B, and F, the first day of the payroll period coinciding with or next following the date an Eligible Employee satisfies the eligibility and participation requirements as provided in Article 3.

2.19 Eligible Employee.

(a) Any Employee of a Participating Employer, except as noted in subsection 2.21(b) below.

(b) The term “Eligible Employee” does not include

 

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(i) Any Employee who is covered by a collective bargaining agreement to which a Participating Employer is a party if there is evidence that retirement benefits were the subject of good faith bargaining between the Participating Employer and the collective bargaining representative, unless the collective bargaining agreement provides for coverage under this Plan as provided in Appendix D to the Plan, which is incorporated by reference herein.

(ii) Any Employee who is classified as an independent contractor by a Participating Employer without regard to whether the remuneration to such person is mistakenly reported on a Form W-2 or reported on Form 1099.

(iii) Any Employee who is a nonresident alien and who receives no earned income (within the meaning of Code Section 911(d)(2)) from a Participating Employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)).

(iv) Any Employee if he is an active participant in the CSC Outsourcing Inc. Hourly Savings Plan or any qualified defined contribution plan under which contributions are made on his behalf under a Code Section 401(k) cash or deferred arrangement that is sponsored by a Participating Employer.

(v) Any Employee who is working in the United States pursuant to the terms of a work visa and who receives all of his base compensation from a non-United States payroll. For the avoidance of doubt, Employees working in the United States on visas while also receiving all of their base compensation from a non-United States payroll are not eligible to participate in any of the Company’s United States pension or health plans, or to receive any benefits from those plans. Even if an individual is treated as an employee of the Company for tax purposes and issued a Form W-2, or treated as an employee of the Company for purposes of the Family and Medical Leave Act, such individual will not receive United States benefits for periods where the individual is also receiving all base compensation from a non-United States payroll.

(vi) Any Employee who transferred employment from CSC to CSC Government Solutions LLC or to CSC State and Local Solutions LLC on July 4, 2015, who was not participating in the Plan on July 3, 2015.

(vii) Any employee of CeleritiFinTech Services USA, Inc. who is on a foreign payroll.

(c) Notwithstanding the foregoing, a former employee of Autonomic Resources LLC shall not become an Eligible Employee until April 4, 2015.

2.20 Employee.

(a) Each person currently employed in any capacity by a Participating Employer, any portion of whose Compensation paid by the Participating Employer is subject to withholding of income tax and/or for whom Social Security contributions are made by the Participating Employer, or would be subject to such withholding or contributions if such Compensation were paid to a resident of the United States.

 

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(b) “Employee” shall also include a person deemed to be employed by a Participating Employer, pursuant to Code Section 414(n).

(c) Although Eligible Employees are the only class of Employees eligible to participate in this Plan, the term “Employee” is used to refer to persons employed in a non-Eligible Employee capacity as well as an Eligible Employee category. Thus, those provisions of this Plan that are not limited to Eligible Employees, such as those relating to certain Service rules, apply to both Eligible and non-Eligible Employees.

2.21 Employment Commencement Date.

(a) The date on which an Employee first performs an Hour of Service in any capacity for a Participating Employer or Affiliated Company with respect to which the Employee is compensated or is entitled to compensation by a Participating Employer or the Affiliated Company.

(b) In the case of an Employee who incurs a Severance and who is reemployed by a Participating Employer or an Affiliated Company, the term “Employment Commencement Date” shall mean “Employment Commencement Date” as defined in (a) above unless the Participant incurs a Break in Service, then it shall mean the first day following the Severance on which the Employee performs an Hour of Service for a Participating Employer or an Affiliated Company with respect to which he is compensated or entitled to compensation by a Participating Employer or Affiliated Company.

2.22 ERISA. The Employee Retirement Income Security Act of 1974, as amended from time to time.

2.23 Excess Aggregate Contribution. With respect to any Plan Year, the excess of (a) the aggregate Actual Contribution Percentage amounts taken into account in computing the numerator of the Actual Contribution Percentage actually made on behalf of Highly Compensated Employees for such Plan Year over (b) the maximum Actual Contribution Percentage amounts permitted by the Actual Contribution Percentage test described in Section 5.2, determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of their Actual Contribution Percentages, beginning with the highest of such percentages.

2.24 Excess Contribution. With respect to any Plan Year, the excess of (a) the aggregate amount of Compensation Deferral Contributions made on behalf of a Highly Compensated Employee for a Plan Year and taken into account in computing the Actual Deferral Percentage of Highly Compensated Employees for such Plan Year over (b) the maximum amount of such contributions permitted under Section 4.5, determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of the Actual Deferral Percentages, beginning with the highest of such percentages.

 

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2.25 Excess Deferral. The excess of Compensation Deferral Contributions or Catch-up Contributions actually made on behalf of a Participant for a calendar year over the dollar limitation provided for in Code Sections 402(g) and 414(v)(2)(B)(i) applicable to such year.

2.26 Five-Taxable-Year-Period. Five-Taxable-Year Period means the period beginning on the first day of the first Plan Year for which a Participant has elected to make Roth Contributions or Roth Catch-up Contributions to the Plan and ends on the last day of the fifth consecutive Plan Year after such date. If a direct rollover is made to the Plan by a Participant from a designated Roth account under an “applicable retirement plan” (as defined in Code Section 402A(e)(1)) other than the Plan, the Five-Taxable-Year Period for the Participant under the Plan begins on the first day of the Participant’s first taxable year for which the Participant had designated Roth contributions under the other applicable retirement plan, if earlier.

2.27 Forfeiture Account. The account established and maintained for purposes of holding any portion of a Participant’s Matching Contributions Account that is forfeited by the Participant in accordance with Section 9.5.

2.28 Full-Time Employee. Individuals whose employment is for an indefinite period and who are regularly scheduled to work for at least 30 hours per week.

2.29 415 Compensation. Total wages within the meaning of Code Section 3401(a) (for purposes of income tax withholding at the source) and for which a Participating Employer is required to furnish the Employee a written statement under Code Sections 6041(d) and 6051(a)(3), but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)). The definition of 415 Compensation shall comply with Treasury Regulations Sections 1.415(c)-2(b) and (c) and shall be subject to the following:

(a) 415 Compensation for a Plan Year shall also include the following amounts if paid by the later of 2 12 months after the Participant’s severance from employment with a Participating Employer or Affiliated Company or the end of the Limitation Year that includes the date of the Participant’s severance from employment:

(i) Payments of regular compensation for services during the Participant’s regular working hours or compensation for services outside the Participant’s regular working hours (such as overtime or shift deferential), commissions, bonuses, or other similar payments, and, absent a severance from employment, the payments that would have been made to the Participant while the Participant continued in employment with a Participating Employer or Affiliated Company.

(ii) Payments for unused accrued bona fide sick, vacation or other leave that the Participant would have been able to use if employment had continued, but only if such amounts would have otherwise been included in the definition of compensation if they were paid prior to the Participant’s severance from employment with a Participating Employer or Affiliated Company; or

 

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(iii) Payments received by the Participant pursuant to a nonqualified deferred compensation plan that would have been paid at the same time if employment had continued, but only if such amounts would have otherwise been included in the definition of compensation if they were paid prior to the Participant’s severance from employment with a Participating Employer or Affiliated Company.

(b) Any payment not described in subsection 2.30(a) above will not be included in 415 Compensation if paid after the Participant’s severance from employment, even if paid by the later of 2 12 months after the date of severance from employment or the end of the Plan Year that includes the date of the severance from employment; provided, however, that 415 Compensation shall include amounts paid by the Participating Employer or Affiliated Company to an individual who does not currently perform services for the Participating Employer or Affiliated Company by reason of qualified military service (within the meaning of Code Section 414(u)(5)) to the extent such amounts do not exceed the amounts the individual would have received if the individual had continued to perform services for a Participating Employer or Affiliated Company rather than entering qualified military service.

(c) 415 Compensation shall not include amounts in excess of the applicable dollar limit under Code Section 401(a)(17), as adjusted by the Internal Revenue Service for increases in the cost of living determined in accordance with Code Section 401(a)(17)(B) and the regulations and other guidance issued thereunder.

(d) 415 Compensation includes any differential wage payment (as defined in Code Section 3401(h)(2)) made by a Participating Employer.

2.30 Highly Compensated Employee. Any Employee who:

(a) was a Five-Percent Owner at any time during the current Plan Year or the preceding Plan Year; or

(b) for the preceding year:

(i) had Includable Compensation from the Participating Employer in excess of $120,000 (as adjusted under Code Section 414(q)) and

(ii) if the Company elects, was in the Top Paid Group (within the meaning of Code Section 414(q)).

The determination of who is a Highly Compensated Employee shall be made on a Participating Employer by Participating Employer basis including all Affiliated Companies of each Participating Employer.

2.31 Highly Compensated Participant. Any Highly Compensated Employee who is a Participant in the Plan.

 

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2.32 HPE-ES Merger. As described in Section 1.4, the merger of CSC with HPE-ES, whereby CSC and HPE-ES became wholly-owned subsidiaries of the parent entity of the newly-merged company, DXC Technology. Following the HPE-ES Merger, CSC transferred sponsorship of this Plan to DXC Technology and the name of the Plan was changed accordingly.

2.33 Hour of Service. In the case of a Part-Time, Casual or Temporary Employee:

(a) Hour of Service shall mean the following:

(i) Each hour for which the Employee is paid by a Participating Employer or entitled to payment for the performance of services as an Employee. For purposes of this Section 2.33, overtime work shall be credited as straight time.

(ii) Each hour in or attributable to a period of time during which the Employee performs no duties (irrespective of whether he has terminated his employment) due to a vacation, holiday, illness, incapacity (including pregnancy or disability), layoff, jury duty or military duty for which he is paid or entitled to payment, whether direct or indirect. However, no such hours shall be credited to an Employee if such Employee is directly or indirectly paid or entitled to payment for such hours and if such payment or entitlement is made or due under a plan maintained solely for the purpose of complying with applicable worker’s compensation, unemployment compensation or disability insurance laws or is a payment which solely reimburses the Employee for medical or medically related expenses incurred by him.

(iii) Each hour in or attributable to a period of time during which the Employee performs no duties due to service in the armed forces of the United States (other than by voluntary enlistment or commission), provided that such Employee’s duties for a Participating Employer are resumed within the minimum time limits permitted under federal law after release from the armed forces. With respect to any such paid or unpaid absence as set forth in this paragraph (iii), an Employee shall be deemed to complete Hours of Service at his customary work schedule prior to the commencement of such absence.

(iv) Each hour for which the Employee is entitled to back pay, irrespective of mitigation of damages, whether awarded or agreed to by a Participating Employer provided that such Employee has not previously been credited with an Hour of Service with respect to such hour under paragraphs (i) or (ii) above.

(b) Hours of Service under paragraphs (ii) and (iv) above shall be calculated in accordance with Department of Labor Regulations Section 2530.200b-2 (b). Hours of Service shall be credited to the appropriate computation period according to Department of Labor Regulations Section 2530.200b-2(c). However, an Employee will not be considered as being entitled to payment until the date when a Participating Employer would normally make payment to the Employee for such Hour of Service.

 

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(c) Unless expressly provided to the contrary by the Company, an Employee shall not be credited with Hours of Service for periods of employment with an Affiliated Company or a Participating Employer as defined under subsection 2.47(c) prior to the date on which an entity becomes an Affiliated Company, or part of an Affiliated Company. Also, in the discretion of the Company, an Employee may receive Hours of Service credit for a period of employment for another entity where a Participating Employer is a successor contractor under a contract held by such other entity.

2.34 Includable Compensation. 415 Compensation plus the amounts that would otherwise be excluded from a Participant’s gross income by reason of the application of Code Sections 125, 132(f)(4), 402(e)(3) and 402(h)(1)(B).

2.35 Investment Fund. The DXC Technology Stock Fund, and any of the separate Investment Funds established by the Committee which may be made available by the Committee from time to time for selection by Participants for purposes of the investment of amounts contributed to this Plan, as provided in Section 7.3.

2.36 Leased Employee. Any person (other than an Employee of the recipient) who pursuant to an agreement between the recipient and any other person (“leasing organization”) has performed services for the recipient (or for the recipient and related persons determined in accordance with Code Section 414(1)(6)) on a substantially full-time basis for a period of at least one year, under the primary direction and control of the recipient. Contributions or benefits provided a Leased Employee by the leasing organization which are attributable to services performed for the recipient employer shall be treated as provided by the recipient employer. A Leased Employee shall not be considered an Employee of the recipient if Leased Employees do not constitute more than 20% of the recipients Non-Highly Compensated Employees.

2.37 Leave of Absence. Any absence without pay authorized by a Participating Employer under its standard personnel practices.

2.38 Matching Contributions. Participating Employer contributions described in subsection 5.1(a)(iii).

2.39 Maternity or Paternity Absence. An absence from work for any period for any of the following reasons:

(a) The pregnancy of the Employee;

(b) The birth of a child of the Employee;

(c) The placement of a child with the Employee in connection with the adoption of the child by the Employee; or

(d) For purposes of caring for the child for a period beginning immediately following the birth or placement referred to in paragraphs (b) or (c) above.

Notwithstanding the foregoing, a period of absence shall be treated as a Maternity or Paternity Absence only if the Employee claims that such absence qualifies as a Maternity or Paternity Absence and furnishes such proof and information regarding such absence as the Committee reasonably requires.

 

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A Maternity or Paternity Absence shall be recognized solely for purposes of determining whether or not an Employee has incurred a Break in Service. Accordingly, such a Maternity or Paternity Absence shall not result in an accrual of Service for purposes of the benefit accrual provisions of this Plan.

2.40 Non-Elective Contribution. A Participating Employer’s contributions to the Plan; excluding, however, contributions made pursuant to the Participant’s Compensation deferral agreement provided for in Section 4.1 and any Qualified Non-Elective Contribution.

2.41 Non-Highly Compensated Employee. Any Employee who is not a Highly Compensated Employee.

2.42 Normal Retirement. A Participant’s termination of employment on or after attaining the Plan’s Normal Retirement Date (other than by reason of death or Total and Permanent Disability).

2.43 Normal Retirement Age. Sixty-five (65).

2.44 Normal Retirement Date. The first day of the month which coincides with or next follows the date the Participant attains Normal Retirement Age,

2.45 Part-Time Employee. Individuals whose employment is for an indefinite period and who are regularly scheduled to work fewer than 30 hours per week.

2.46 Participant. An Eligible Employee who is entitled to participate in the Plan. If a Participant is transferred from one Participating Employer to another Participating Employer, he shall automatically become a Participant under the Plan with such other Participating Employer if he continues to be an Eligible Employee; further, he shall continue to be a Participant with respect to his benefits accrued at the date of transfer during the period that he is a Participant under the Plan with such Participating Employer. If a Participant becomes represented by a collective bargaining agreement or becomes included in a collective bargaining unit, and thereby becomes ineligible to continue to make Compensation Deferral Contributions because he is no longer an Eligible Employee, then from the date of his change of status, he shall be considered a Participant solely with respect to his benefits accrued to the date of such change of status.

2.47 Participating Employer.

(a) DXC Technology;

(b) any Affiliated Company which the Company has designated as a Participating Employer with respect to this Plan and related Trust, as listed on Appendix C hereto; or

(c) any other company which the Company has designated as a Participating Employer with respect to this Plan and related Trust, as listed on Appendix C hereto.

 

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2.48 Period of Severance. The period of time commencing on an Employee’s Severance Date and ending on the Employee’s Employment Commencement Date, if any, following thereafter.

2.49 Plan. The DXC Technology Matched Asset Plan as set forth herein, and as it may be amended from time to time.

2.50 Plan Administrator. The administrator of the Plan, within the meaning of ERISA Section 3(16)(A). The Plan Administrator shall be the Committee. All references to the Plan Administrator shall also include any delegate(s) of the Plan Administrator.

2.51 Plan Year. The twelve month period beginning each January 1 and ending on the following December 31.

2.52 Postponed Retirement Date. The first day of the month following the month in which a Participant terminates employment after his Normal Retirement Date.

2.53 Prior Plan. The Computer Sciences Corporation Employee Stock Purchase Plan, as in effect prior to January 1, 1987.

2.54 Qualified Roth Distribution. Qualified Roth Distribution means any distribution from a Participant’s Roth Accounts that is made after the end of the Participant’s Five-Taxable-Year Period and that either (i) is made on or after the date the Participant turns age 59 12; (ii) is made on account of such Participant’s death; or (iii) is made on account of such Participant’s Total and Permanent Disability.

2.55 Qualifying Employer Securities. Common stock issued by the Company or Affiliated Company (a) which is readily tradable on an established securities market or (b) that has a combination of voting power and dividend rights equal to or in excess of (i) that class of common stock of the Company or Affiliated Company having the greatest voting power and (ii) that class of common stock of the Company or Affiliated Company having the greatest dividend rights.

2.56 Roth Catch-up Contribution. Roth Catch-up Contribution means a Catch-up Contribution that has been irrevocably designated by a Participant as not excludable from the Participant’s gross income at the time of deferral and that is deposited into a Roth Account under the Plan. Unless the context otherwise indicates, a Roth Catch-up Contribution is a “Catch-up Contribution” for all purposes under the Plan.

2.57 Roth Contribution. Roth Contribution means a Compensation Deferral Contribution that has been irrevocably designated by a Participant as not excludable from the Participant’s gross income and that is deposited into a Roth Account under the Plan. Unless the context otherwise indicates, a Roth Contribution is a “Compensation Deferral Contribution” for all purposes under the Plan.

 

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2.58 Service. Except as provided in Appendices A and B, with respect to any regular Full-Time Employee, the Service of such Employee, determined in accordance with the following rules:

(a) An Employee shall receive Service credit for the elapsed period of time between each Employment Commencement Date of such Employee and the Severance Date which immediately follows said Employment Commencement Date. By way of illustration of the foregoing general rule, and not in limitation thereof, an Employee shall receive Service credit for any period of authorized Leave of Absence or participation in the Voluntary Extended Leave Program (until such Employee incurs a Severance (if any) while participating in the Voluntary Extended Leave Program or during such authorized Leave of Absence), including any leave for service in the United States armed forces as may be required pursuant to applicable federal law, including any provision of such law requiring that such Employee on military leave apply for reemployment and/or be rehired by a Participating Employer following his military duty. An Employee who is absent from work on an authorized Leave of Absence or participating in the Voluntary Extended Leave Program shall be deemed to have incurred a Severance (if any) as of the date specified in Section 2.58 hereinabove.

(b) An Employee shall also receive Service credit for periods between a Severance and a subsequent Employment Commencement Date in accordance with the following rules:

(i) If an Employee incurs a Severance by reason of a quit, discharge or retirement (other than a Severance occurring during an approved Leave of Absence, as provided in subsection 2.58(b)(ii)), and such Employee is thereafter reemployed by a Participating Employer or an Affiliated Company prior to his incurring a Break in Service, he shall receive Service credit for the period commencing with his Severance Date and ending with his Employment Commencement Date following thereafter; and

(ii) If an Employee is on an approved Leave of Absence and then incurs a Severance by reason of a quit, discharge or retirement during such Leave of Absence, and such Employee is thereafter reemployed by a Participating Employer or an Affiliated Company within twelve (12) months of the date on which he discontinued active employment and commenced such Leave of Absence, he shall receive Service credit for the period commencing with the date on which he was first absent from employment and ending with his Employment Commencement Date following thereafter.

(iii) Other than as expressly set forth above in this Section 2.58, an Employee shall receive no Service credit with respect to periods between a Severance Date and a subsequent Employment Commencement Date.

(iv) Periods of Maternity or Paternity Absence shall be included in a period of Service for purposes of computing Vested Interests under Section 8.2.

(c) In the case of any Employee who incurs a Break in Service and who, immediately preceding such Break in Service, did not have any Vested Interest under this Plan, if his Period of Severance giving rise to such Break in Service equals or exceeds his Parity Period, as defined below, then such period of Service prior to said Break in Service

 

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shall not be taken into account under this Plan. Such Service credit accrued before such Break in Service shall be deemed not to include any period of Service not required to be taken into account under this Section 2.58 by reason of any prior Break in Service. For purposes of this subsection 2.58(c), the term Parity Period shall mean:

(i) For Plan Years commencing before January 1, 1985, the Participant’s Service credit accrued prior to the Period of Severance giving rise to said Break in Service;

(ii) For Plan Years commencing after December 31, 1984, the greater of (A) five (5) Years of Service, or (B) the Period described in subsection 2.58(c)(i) above.

Service credit accrued before a Break in Service shall be deemed not to include any period or Periods of Service not required to be taken into account under this subsection 2.58(c) or under the terms of the Plan as in effect prior to January 1, 1985 by reason of any prior Break in Service.

(d) An Employee shall be credited with Service with respect to a period of employment with a Participating Employer or an Affiliated Company, but only to the extent that such period of employment would be so credited under the foregoing rules set forth in this Section 2.58. Notwithstanding the foregoing, unless provided by the Company, or unless otherwise expressly stated in this Plan, such an Employee shall not receive such Service credit for any period of employment with an Affiliated Company prior to such entity becoming or becoming a part of, an Affiliated Company. Notwithstanding the foregoing, for purposes of determining the Vested Interest of a former Employee of the Company who becomes an employee of AUTEC Range Services, such Employee shall be credited with Service with respect to the Employee’s period of employment with AUTEC Range Services. Effective July 31, 2014 for purposes of determining an Employee’s Vested Interest, an Employee shall be credited with Service with respect to a period of employment with Tenacity Solutions, Inc., but only to the extent that such period of employment would be so credited under the foregoing rules set forth in this Section 2.58.

2.59 Severance. The termination of an Employee’s employment, in any capacity, with a Participating Employer and Affiliated Companies, by reason of such Employee’s death, resignation, dismissal or otherwise. For the purposes of this Plan, an Employee shall be deemed to have incurred a Severance on the date on which he dies, resigns, is discharged, or his employment with a Participating Employer and its Affiliated Companies otherwise terminates (including a failure to return to work on or before the date on which he is scheduled to return to work after the termination of a Leave of Absence or including a failure to return to work on or before the date on which he is scheduled to return to work after the termination of participation in the Voluntary Extended Leave Program, which failure shall be deemed to constitute a termination of employment as of such date of scheduled return). A Participant who transfers from one Participating Employer or Affiliated Company to a different Participating Employer or Affiliated Company shall not be considered to have experienced a Severance. A Severance shall occur for a Participant whose termination constitutes a “severance from employment” within the meaning of Code Section 401(k)(2)(B)(i)(I).

 

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2.60 Severance Date. In the case of any Employee who incurs a Severance, the day on which such Employee is deemed to have incurred said Severance, determined in accordance with the provisions of Section 2.59.

2.61 Special Dividend. Upon the CSGov Separation, each holder of CSC Stock received a dividend of one share of CSRA Stock for every one share of CSC Stock he or she owned on the record date. At the same time, shareholders received a special $10.50 cash dividend for each share of CSC Stock owned on the record date. Notwithstanding the foregoing, the special $10.50 cash dividend also could have been paid (i) on CSRA Stock, immediately following the CSRA Stock dividend to CSC Stock shareholders, or (ii) paid on a combination of CSC Stock and CSRA Stock, immediately following the CSRA Stock dividend to CSC Stock shareholders. For example, the special $10.50 cash dividend could have been paid with $5.50 on CSC Stock and $5.00 on CSRA stock, or any other combination that equals $10.50, as CSC in its sole discretion determined.

2.62 Spouse (Surviving Spouse). The person to whom a Participant is legally married at the first to occur of (i) the time benefits commence or (ii) the date of his death. A former spouse will be treated as the Spouse or Surviving Spouse and a current Spouse will not be treated as a Spouse or Surviving Spouse to the extent provided under a qualified domestic relations order as described in Code Section 414(p).

2.63 Stock. Common stock of DXC Technology and shares of stock of DXC Technology or of another corporation for which such common stock shall be exchanged, whether through reorganization, recapitalization, stock split-up, combination of shares, merger, consolidation or other change in the corporate stock structure, which stock shall constitute Qualifying Employer Securities. In certain contexts throughout the Plan, “Stock” may also mean common stock of CSC, CSRA or of another corporation for which such common stock shall be exchanged, whether through reorganization, recapitalization, stock split-up, combination of shares, merger, consolidation or other change in the corporate stock structure, which stock shall constitute Qualifying Employer Securities.

2.64 Temporary Employee. Temporary Employees can be either temporary full-time employees or temporary part-tithe employees: Temporary full-time employees are scheduled to work at least 30 hours per week for a period not to exceed six months. Temporary part-time employees are scheduled to work less than 30 hours per week, but at least 20 hours per week, for a period not to exceed six months.

2.65 Top Paid Group. The top 20 percent of Employees who performed services for a Participating Employer or an Affiliated Company during the applicable year, ranked according to the amount of Includable Compensation received from a Participating Employer or an Affiliated Company during such year. The determination of the Top Paid Group shall be made on a Participating Employer by Participating Employer basis including all Affiliated Companies of each Participating Employer. Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased Employees are

 

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covered by a plan described in Code Section 414(n)(5) and are not covered in any qualified plan maintained by a Participating Employer or an Affiliated Company. Employees who are non-resident aliens and who received no earned income (within the meaning of Code Section 911(d)(2) from the Company or an Affiliated Company constituting United States source income within the meaning of Code Section 861(a)(3)) shall not be treated as Employees. Additionally, for the purpose of determining the number of active Employees in any year, the following additional Employees shall also be excluded; however, such Employees shall still be considered for the purpose of identifying the particular Employees in the Top Paid Group:

(a) Employees with less than six (6) months of service;

(b) Employees who normally work less than 17 12 hours per week;

(c) Employees who normally work less than six (6) months during a year; and

(d) Employees who have not yet attained age 21.

In addition, if 90 percent or more of the Employees of a Participating Employer or an Affiliated Company are covered under agreements the Secretary of Labor finds to be collective bargaining agreements between Employee representatives and a Participating Employer or an Affiliated Company and the Plan covers only Employees who are not covered under such agreements, then Employees covered by such agreements shall be excluded from both the total number of active Employees as well as from the identification of particular Employees in the Top Paid Group.

The foregoing exclusions set forth in this Section shall be applied on a uniform and consistent basis for all purposes for which the Code Section 414(q) definition is applicable.

The determination of a Top-Paid Group shall be made on a Participating Employer-by-Participating Employer basis provided such Participating Employer is not in the Company’s controlled group as defined under the Code using only the Includable Compensation that such Employee received from the Participating Employer.

2.66 Total and Permanent Disability. An individual shall be considered to be suffering from a Total and Permanent Disability if the Committee determines that the individual is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment. An individual’s disabled status shall be determined in the sole discretion of the Committee, based on such evidence as the Committee determines to be sufficient.

2.67 Trust and Trust Fund. The assets of the trust established under the Trust Agreement pursuant to Article 6.

2.68 Trust Agreement. The one or more agreements entered into between the Company and a Trustee in accordance with the provisions of Article 6 for the purpose of holding contributions and earnings under this Plan.

 

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2.69 Trustee. Any successor or other corporation or person or persons acting as a trustee of the Trust Fund.

2.70 Valuation Date. Any date that the New York Stock Exchange is open for trading.

2.71 Vested Interest. That portion of the interest of a Participant in his Accounts which is at all times fully vested and non-forfeitable.

2.72 Voluntary Extended Leave Program. A one-time program effective August 8, 2002 under which an Employee could have elected to voluntarily accept reduced compensation in exchange for a reduced number of hours worked for a minimum period of six (6) months and a maximum period of nine (9) months; provided, however, such Employee obtained the permission of his manager or supervisor; was subject to recall with a minimum of five (5) working-days’ notice; signed a non-compete agreement before working outside of the Company; and any such work outside of the Company during this period was not for a competitor of the Company, as determined by the Committee.

2.73 Year of Service. Except as provided in Appendices A and B, “Year of Service” for a regular full-time Employee, shall mean for all purposes of this Plan, three hundred sixty-five (365) days of Service. For purposes of determining the Vested Interest of a part-time, casual or temporary Employee, a Year of Service shall be calculated in the same manner as it is for a regular full-time Employee.

 

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ARTICLE 3

ELIGIBILITY AND PARTICIPATION

3.1 Eligibility to Participate. Except as provided in Section 3.2,

(a) A regular full-time Eligible Employee will be eligible to participate in the Plan as of the date he attains age 21.

(b) A part-time, casual or temporary Eligible Employee will be eligible to participate in the Plan as of the date he attains age 21.

(c) Notwithstanding the foregoing, an individual is not eligible if he is a participant in the CSRA 401(k) Plan.

3.2 Subsequent Eligibility. An Eligible Employee who ceases to be an Eligible Employee and then later requalifies as an Eligible Employee shall be immediately eligible to participate in the Plan upon requalifying as an Eligible Employee.

 

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ARTICLE 4

COMPENSATION DEFERRALS

4.1 Compensation Deferral Agreement.

(a) Each Eligible Employee who desires to have Compensation Deferral Contributions made on his behalf shall enter into a Compensation deferral agreement with his Participating Employer to have a percentage (from 1% (one percent) to 50% (fifty percent) (but not to exceed 14% (fourteen percent) for Highly Compensated Employees of the Company and each Affiliated Company; and but not to exceed 10% (ten percent) for Highly Compensated Employees of Eagle Alliance) in whole number increments) of his Compensation deferred for each payroll period for which such Compensation deferral agreement is in effect. Such percentage shall be a whole percentage of Compensation up to the maximum permissible dollar amount under the Plan. A Participating Employer shall make Compensation Deferral Contributions on behalf of the Participant in accordance with subsection 5.1(a)(i). Effective March 3, 2017, a Participant may elect to designate all or a part of his Compensation Deferral Contributions as Roth Contributions. Such designation shall be prospective only and shall be made at the same time and in the same manner for making Compensation Deferral Contributions as prescribed by the Committee. A Participant may prospectively change the amount of his Compensation Deferral Contributions that are designated as Roth Contributions in accordance with procedures established by the Committee. All elections made by a Participant to designate all or part of his Compensation Deferral Contributions as Roth Contributions shall remain in force until they are changed or until the Participant ceases to be eligible to participate in the Plan. Unless the context otherwise indicates, a Roth Contribution will be treated as a “Compensation Deferral Contribution” for all purposes under the Plan.

(b) The Compensation deferral agreement shall remain in effect throughout that Plan Year and all subsequent Plan Years until such agreement is modified, revoked or terminated, pursuant to Section 4.3, or the Participant ceases to be an Eligible Employee. A Compensation deferral agreement shall be made in such form and manner as the Committee shall prescribe or approve.

(c) All Participants who are eligible to make Compensation Deferral Contributions under this Plan and who have attained age 50 before the close of the calendar year shall be eligible to enter into an agreement with a Participating Employer to make Catch-up Contributions in a whole dollar amount in accordance with, and subject to the limitations of, Code Section 414(v); provided, however, no Catch-up Contributions may be made in the first payroll period of the Plan Year in which a Participant attains age 50. Effective for periods prior to February 1, 2013, such Catch-up Contributions may not exceed $1,000 per bi-weekly payroll period (with such cap proportionally adjusted for other payroll periods; for avoidance of doubt, the cap for a weekly payroll period is $500). Such Catch-up Contributions shall not be taken into account for purposes of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as

 

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applicable, by reason of the making of such Catch-up Contributions. Matching Contributions shall not be made with respect to amounts contributed as Catch-up Contributions regardless of whether such amounts are later recharacterized as Compensation Deferral Contributions. A Participant’s Catch-up Contribution election shall remain in effect throughout the Plan Year and all subsequent Plan Years until such election is modified, revoked or terminated, pursuant to Section 4.3, or the Participant ceases to be an Eligible Employee. Catch-up Contribution elections shall be made in such form and manner as the Committee shall prescribe or approve. Effective March 3, 2017, a Participant may elect to designate all or a part of his Catch-up Contributions as Roth Catch-up Contributions. Unless the context otherwise indicates, a Roth Catch-up Contribution will be treated as a “Catch-up Contribution” for all purposes under the Plan.

4.2 Automatic Enrollment.

(a) Definitions. The following definitions shall apply with respect to the automatic contribution arrangement:

(i) Automatic Enrollment Date. With respect to an Eligible Employee who is automatically enrolled in the automatic contribution arrangement of the Plan, the date specified as the Eligible Employee’s Automatic Enrollment Date in subsection 4.2(b).

(ii) Automatic Enrollment Participant. An Eligible Employee who becomes a Participant by being automatically enrolled in the automatic contribution arrangement of the Plan and has Compensation Deferral Contributions made to the Plan on his behalf in the Automatic Percentage.

(iii) Automatic Percentage. The percentage of Compensation contributed to the Plan as a Compensation Deferral Contribution on behalf of an Automatic Enrollment Participant.

(b) Automatic Contribution Arrangement. An Eligible Employee who is not a member of a union, who is eligible to participate in the Plan pursuant to Article 3, and who has not entered into a Compensation deferral agreement pursuant to Section 4.1 shall be automatically enrolled in the Plan and shall have Compensation Deferral Contributions made on his behalf. Notwithstanding the foregoing, such Eligible Employee shall not be automatically enrolled in the Plan if, within 60 days of becoming eligible to participate in the Plan pursuant to Article 3, the Eligible Employee affirmatively elects not to participate in the automatic contribution arrangement or the Eligible Employee enters into a Compensation deferral agreement to make Compensation Deferral Contributions in any amount pursuant to Section 4.1. With respect to any Eligible Employee who becomes or again becomes eligible to participate in the Plan pursuant to Article 3, Compensation Deferral Contributions shall automatically be made beginning on the date of the Eligible Employee’s first paycheck following the 60th day after the date the Eligible Employee becomes or again becomes eligible to participate in the Plan pursuant to Article 3, which date shall be that Eligible Employee’s Automatic Enrollment Date. Notwithstanding the foregoing, Eligible Employees employed by HPE-ES

 

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at the time of the HPE-ES Merger shall not be automatically enrolled in the Plan pursuant to this Section 4.2(b) during the 2017 Plan Year unless they were actively contributing to the Hewlett Packard Enterprise 401(k) Plan immediately prior to the HPE-ES Merger.

(c) Automatic Contribution Arrangement Contributions. A Compensation Deferral Contribution in the Automatic Percentage shall be made to each Automatic Enrollment Participant’s Account by the Participating Employer on behalf of each Automatic Enrollment Participant beginning on the Eligible Employee’s Automatic Enrollment Date unless and until the Automatic Enrollment Participant affirmatively elects to cease being an Automatic Enrollment Participant by (i) affirmatively electing not to participate in the automatic contribution arrangement, (ii) entering into a Compensation deferral agreement to make Compensation Deferral Contributions pursuant to Section 4.1, (iii) changing the percentage of Compensation Deferral Contributions pursuant to Section 4.3, or (iv) directing investment of his Account pursuant to Section 7.3.

(d) Automatic Percentage. The Automatic Percentage for Automatic Enrollment Participants shall be as follows:

 

Automatic Percentage

  

Applicable Period

3%    Beginning on the Automatic Enrollment Date and ending one calendar year thereafter
4%    Beginning on the first anniversary of the Automatic Enrollment Date and ending one calendar year thereafter
5%    Beginning on the second anniversary of the Automatic Enrollment Date and ending one calendar year thereafter
6%    Beginning on the third anniversary of the Automatic Enrollment Date and ending one calendar year thereafter
7%    Beginning on the fourth anniversary of the Automatic Enrollment Date and ending one calendar year thereafter
8%    Beginning on the fifth anniversary of the Automatic Enrollment Date and ending one calendar year thereafter
9%    Beginning on the sixth anniversary of the Automatic Enrollment Date and ending one calendar year thereafter
10%    Beginning on the seventh anniversary of the Automatic Enrollment Date and continuing for each calendar year thereafter

 

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(e) Investments. Compensation Deferral Contributions made on behalf of an Automatic Enrollment Participant shall be invested in the qualified default investment alternative fund designated by the Committee and specified in Appendix G to the Plan unless and until the Participant otherwise directs pursuant to Section 7.3.

4.3 Modification, Revocation or Termination of Compensation Deferral Agreement and Catch-up Contribution Elections.

(a) A Participant may change the percentage of his Compensation Deferral Contributions or the amount of Catch-up Contributions during any payroll period by delivering to the Plan Administrator his written notice (or other means of communication, such as telephonic or electronic, as the Plan Administrator may designate) of such change. Any such change shall become effective as soon as administratively feasible after receipt by the Plan Administrator to receive such changes.

(b) A Participant may revoke his Compensation deferral agreement or Catch-up Contribution election during any payroll period by delivering to the Plan Administrator his written notice (or other means of communication, such as telephonic or electronic, as the Plan Administrator may designate) of such revocation. Such revocation shall become effective as soon as administratively feasible after receipt by the Committee. A revocation shall remain in effect throughout that Plan Year and all subsequent Plan Years until the Participant enters into a new Compensation deferral agreement or Catch-up Contribution election with his Participating Employer pursuant to Section 4.1.

(c) A Participant’s Compensation deferral agreement or Catch-up Contribution election shall automatically terminate if he ceases to be an Eligible Employee. If he again becomes an Eligible Employee and desires again to defer a portion of his Compensation, it shall be his responsibility to enter into a new Compensation deferral agreement or Catch-up Contribution election to resume Compensation deferrals or Catch-up Contributions.

(d) The Committee may prescribe such rules as it deems necessary or appropriate regarding the modification, revocation or termination of a Participant’s Compensation deferral agreement or Catch-up Contribution election.

(e) It shall be the responsibility of an Eligible Employee who elects Compensation Deferral Contributions or Catch-up Contributions to be made to this Plan to verify that the amounts of Compensation deferrals or Catch-up Contributions are in accordance with his Compensation deferral agreement or Catch-up Contribution election, and investment of such deferrals is in accordance with his investment designations.

 

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4.4 Amount Subject to Deferral.

(a) No Participant shall be permitted to make Compensation Deferral Contributions or Catch-up Contributions in any calendar year in excess of the amount as may be determined from time to time by the Secretary of the Treasury pursuant to Code Section 402(g) or 414(v), respectively. If a Participant’s Compensation Deferral Contributions or Catch-up Contributions exceed the amount as determined in the previous sentence for any calendar year for any reason, such excess contributions allocable thereto shall be returned to the Participant, as provided in Section 4.7.

(b) The Committee may prescribe such rules as it deems necessary or appropriate regarding deferrals under subsection 4.1(a) or 4.1(c), including rules regarding the timing of a deferral election. These rules shall apply to all Employees eligible to enter into a Compensation deferral agreement or Catch-up Contribution election described in Section 4.1.

4.5 Limitation on Compensation Deferrals by Highly Compensated Employees. With respect to each Plan Year, Compensation Deferral Contributions (including amounts contributed pursuant to subsection 4.1(c) that are recharacterized as Compensation Deferral Contributions) by Highly Compensated Employees under the Plan for the Plan Year shall not exceed the limitations on contributions by or on behalf of Highly Compensated Employees under Code Section 401(k), as provided in this Section. This determination shall be made on the basis of the Company and its Affiliated Companies as one testing group and each Participating Employer, as defined under subsection 2.47(c) and its Affiliated Companies, each as a separate testing group. If Compensation Deferral Contributions under this Plan by or on behalf of Highly Compensated Employees for any Plan Year exceed the limitations of this Section 4.5 for any reason, such excess contributions and any income allocable thereto shall be returned to the Participant, as provided in Section 4.6. The Actual Deferral Percentage test will be calculated using the Current Year Testing method described in Treasury Regulations Section 1.401(k)-2(a)(2).

(a) The Compensation Deferral Contributions by a Participant who is a Highly Compensated Employee for a Plan Year shall satisfy one of the following tests:

(i) The Actual Deferral Percentage for Eligible Employees who are Highly Compensated Employees shall not be more than the Actual Deferral Percentage of all other Eligible Employees multiplied by 1.25, or

(ii) The excess of the Actual Deferral Percentage for Eligible Employees who are Highly Compensated Employees over the Actual Deferral Percentage for all other Eligible Employees shall not be more than two percentage points, and the Actual Deferral Percentage for Highly Compensated Employees shall not be more than the Actual Deferral Percentage of all other Eligible Employees multiplied by 2.00.

 

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(b) For the purposes of this Article 4, “Actual Deferral Percentage” means, with respect to Eligible Employees who are Highly Compensated Employees and all other Eligible Employees for a Plan Year, the average of the ratios, calculated separately for each Employee in such group, of the amount of Compensation Deferral Contributions under the Plan on behalf of each Employee for such Plan Year to such Employee’s Includable Compensation for such Plan Year.

(c) If as of the last day of a Plan Year this Plan satisfies the requirements of Code Section 401(a)(4) or 410(b) only if aggregated with one or more other plans which include arrangements under Code Section 401(k), then this Section 4.5 shall be applied by determining the Actual Deferral Percentages of Eligible Employees as if all such plans were a single plan.

(d) For the purposes of this Section 4.5, the Actual Deferral Percentage for any Highly Compensated Employee who is a Participant under two or more Code Section 401(k) arrangements of a Participating Employer or an Affiliated Company shall be determined by taking into account the Highly Compensated Employee’s Compensation (including any differential wage payment (as defined in Code Section 3401(h)(2)) made by a Participating Employer) under each such arrangement and contributions under each such arrangement which qualify for treatment under Code Section 401(k).

(e) For purposes of this Section, the amount of Compensation Deferral Contributions by a Participant who is not a Highly Compensated Employee for a Plan Year shall be reduced by any Compensation Deferral Contributions in excess of the limits under Code Section 402(g) (as adjusted upward by the Secretary of Treasury) which have been distributed to the Participant under Section 4.7, in accordance with regulations prescribed by the Secretary of the Treasury under Code Section 401(k).

(f) The determination and treatment of Compensation Deferral Contributions and the Actual Deferral Percentage of any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

4.6 Provisions for Distribution of Excess Contributions By Highly Compensated Employees. The Committee shall determine, as soon as is reasonably possible following the close of each Plan Year the extent, if any, to which the Compensation Deferral Contributions by Highly Compensated Employees do not satisfy one of the tests set forth in Section 4.5. Notwithstanding any other provision of the Plan, if Excess Contributions exist, the Committee shall distribute such Excess Contributions, plus any income and minus any loss allocable thereto, no later than the last day of each Plan Year to Participants to whose Accounts such Excess Contributions were allocated for the preceding Plan Year. Excess Contributions are allocated to the Highly Compensated Employees with the largest amounts of Compensation Deferral Contributions taken into account in calculating the Actual Deferral Percentage test for the year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of such Compensation Deferral Contributions and continuing in descending order until all the Excess Contributions have been allocated. For purposes of the preceding, the “largest amount” is determined after distribution of any Excess Contributions. However, in determining the amount of Excess Contributions to be distributed with respect to an affected Highly Compensated Employee as determined herein, such amount shall be reduced by any Excess Contributions previously distributed to such affected Highly Compensated Employee for his taxable year ending with or within such Plan Year.

 

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(a) With respect to the distribution of Excess Contributions such distribution:

(i) shall be adjusted for income as provided in (c) below; and

(ii) shall be designated by the Committee as a distribution of Excess Contributions (and income).

(b) Any distribution of less than the entire amount of Excess Contributions shall be treated as a pro rata distribution of Excess Contributions and income.

(c) Income Allocable to Excess Contributions. The income allocable to Excess Contributions shall be equal to the allocable gain or loss for the Plan Year. In all events, the gain or loss allocable to Excess Contributions will be determined in accordance with Code Section 401(k) and the regulations issued thereunder.

(d) If the correction of a Participant’s Excess Contributions requires the distribution of amounts from a Participant’s Accounts, the distribution shall be removed from the accounts as determined by the Plan Administrator in its sole discretion.

4.7 Provisions for Distribution of Annual Compensation Deferral Contributions in Excess of the Applicable Limit.

(a) If the Compensation Deferral Contributions or Catch-up Contributions by a Participant under this Plan and “elective deferrals” or catch-up contributions (as defined or described in Treasury Regulations Section 1.402(g)-1(b)) and Code Section 414(v), respectively, under all other plans, contracts, or arrangements of a Participating Employer shall exceed the “applicable limit” (as defined in Treasury Regulations Sections 1.402(g)-1(d) and 1.402(g)-2 for the Participant’s taxable year, then such excess Compensation Deferral Contributions or Catch-up Contributions and the income allocable to the excess Compensation Deferral Contributions and Catch-up Contributions shall be distributed to the Participant (after withholding applicable federal, state and local income taxes due on such amounts) on or before the first April 15 following the close of the calendar year in which such excess contribution is made. The income allocable to excess Compensation Deferral Contributions or Catch-up Contributions shall equal the sum of the gain or loss for the taxable year of the Participant. In all events, the income attributable to excess Compensation Deferral Contributions or Catch-up Contributions will be determined in accordance with Code Section 402(g) and the regulations issued thereunder. The Committee shall not be liable to any Participant (or his Beneficiary, if applicable) for any losses caused by incorrectly estimating the amount of any Participant’s Compensation Deferral Contributions or Catch-up Contributions in excess of the limitations of this Article 4 and any income allocable to such excess.

 

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(b) Effective as of January 1, 2002, on or before April 1, a Participant may submit a claim to the Committee in which he certifies in writing the specific amount of his Compensation Deferral Contributions or Catch-up Contributions for the preceding calendar year which, when added to amounts deferred for such calendar year under other plans or arrangements described in Code Section 401(k), 408(k) or 403(b), will cause the Participant to exceed the “applicable limit” for the calendar year in which the deferral occurred. Notwithstanding the amount of the Participant’s Compensation Deferral Contributions under the Plan for such preceding calendar year, the Committee shall treat the amount specified by the Participant in his claim as a Compensation Deferral Contribution in excess of the “applicable limit” for such calendar year and return such excess, as adjusted for any income or loss allocable thereto, to the Participant as provided in (a) above.

(c) Any excess Compensation Deferral Contributions shall be treated as Annual Additions under Article 15 for the Plan Year for which the excess Compensation Deferral Contributions were made unless such excess is distributed to a Participant in accordance with this Section.

(d) If a distribution is required for a Participant’s contributions to comply with an “applicable limit”, the distribution shall be removed from the accounts as determined by the Plan Administrator in its sole discretion.

4.8 Character of Amounts Contributed as Compensation Deferrals. Amounts deferred pursuant to the Compensation deferral agreement and Catch-up Contribution election described above in Section 4.1 (and which qualify for treatment under Code Section 401(k) and are contributed to the Trust Fund pursuant to Article 6) shall be treated for federal and state income tax purposes, as Participating Employer Contributions.

4.9 Participant Voluntary Contributions. A Participant shall not be permitted to make any voluntary after-tax contributions to the Plan.

4.10 Participant Rollover Contributions.

(a) Effective as of a Participant’s Eligibility Date, or such later date as may be determined by the Committee, the account, if any, of such Participant then held in trust under another plan that satisfies the requirements of Code Section 401(a), an annuity contract described in Code Section 403(b), or in an individual retirement account which is attributable solely to a rollover contribution within the meaning of Code Section 408(d)(3)(A)(ii), may be transferred to this Plan and credited to the Participant’s Rollover Account in accordance with rules which the Committee shall prescribe from time to time; provided, however, the Committee determines that the continued qualification of this Plan would not be adversely affected by such transfer. Except as provided in Appendix E, no individual shall be eligible to rollover any amounts that are considered to be a loan under another plan. In the case of a transfer to this Plan of a Participant’s account under a plan of an Affiliated Company, such transfer shall be made directly from the trustee of the plan of such Affiliated Company to the Trustee of this Plan. Any amount transferred in accordance with this Section 4.10 shall not be subject to distribution to the Participant except as expressly provided under the terms of this Plan. Any such rollover under this Section 4.10 shall be made to the Plan in cash, except for those loans as provided in Appendix E.

 

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(b) A Participant may apply to the Committee to deposit a direct transfer from a designated Roth account under another applicable retirement plan, which shall be deposited into the Roth Rollover Account established or maintained under the Plan in the name of the contributing Participant. The Committee shall, before agreeing to accept any such transfer, seek and obtain reasonable representations from the plan administrator or other responsible party of the distributing plan (i) of the first year of the Five-Taxable-Year Period for the Participant and the portion of such distribution that is attributable to investment in the contract; or (ii) that the distribution is a Qualified Roth Distribution. The Plan shall not accept an indirect (i.e., 60-day) transfer from a designated Roth account under another applicable retirement plan.

 

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ARTICLE 5

EMPLOYER CONTRIBUTIONS

5.1 Amount of Participating Employer Contributions.

(a) Subject to the requirements and restrictions of this Article 5 and Articles 6 and 15, a Participating Employer shall make contributions to the Plan as follows:

(i) As soon as administratively practicable following each payroll period, the Participating Employer shall make a Compensation Deferral Contribution on behalf of a Participant equal to the amount of Compensation deferred by the Participant for each payroll period pursuant to the Compensation deferral agreement described in subsection 4.1(a) hereunder, provided such Compensation Deferral Contribution qualifies for tax treatment under Code Section 401(k). Notwithstanding the foregoing, in no event shall such Compensation Deferral Contributions be contributed before (i) the Participant has entered into a Compensation deferral agreement with a Participating Employer or (ii) the Participant’s performance of services that relate to the Compensation that, but for the Participant’s Compensation deferral agreement, would have been paid to the Participant.

(ii) As soon as administratively practicable following each payroll period, the Participating Employer shall make a Catch-up Contribution on behalf of a Participant equal to the amount of Compensation (determined without regard to subsection 2.11(f) deferred by the Participant for each payroll period ending within such calendar month pursuant to the Catch-up Contribution deferral agreement described in Section 4.1(c) hereunder, provided such Catch-up Contribution qualifies for tax treatment under Code Section 414(v). Notwithstanding the foregoing, in no event shall such Catch-up Contributions be contributed before (i) the Participant has entered into an agreement with a Participating Employer to make Catch-up Contributions or (ii) the Participant’s performance of services that relate to the Compensation that, but for the Participant’s Catch-up Contribution deferral agreement, would have been paid to the Participant.

(iii) Except as otherwise provided in the Plan, including Appendix A thereto:

(A) As soon as administratively practicable following the end of the Plan Year, the Participating Employer shall make a Matching Contribution (which may include forfeitures applied pursuant to subsection 9.5(b)) on behalf of a Participant in an amount as follows:

(1) For Compensation paid to Grandfathered Employees (as defined in clause (4) below), an amount equal to fifty percent (50%) of the first three percent (3%) of the aggregate Compensation Deferral Contributions made on behalf of the Participant during the preceding Plan Year, provided the Participant’s aggregate Compensation Deferral Contributions qualify for tax treatment under Code Section 401(k).

 

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(2) For Compensation paid to employees who are not Grandfathered Employees, an amount equal to fifty percent (50%) of the first six percent (6%) of the aggregate Compensation Deferral Contributions made on behalf of the Participant during the preceding Plan Year, provided the Participant’s aggregate Compensation Deferral Contributions qualify for tax treatment under Code Section 401(k).

(3) A Participant shall be eligible for such Matching Contribution on the date the Participant commences participation in the Plan. Notwithstanding the foregoing, in no event shall such Matching Contributions be contributed before (i) the Participant has entered into a Compensation deferral agreement with a Participating Employer or (ii) the Participant’s performance of services that relate to the Compensation that, but for the Participant’s Compensation deferral agreement, would have been paid to the Participant. For the avoidance of doubt, Participants must be employed with a Participating Employer on December 31 of the Plan Year in order to receive a Matching Contribution under this subsection 5.1(a)(iii) with respect to such Plan Year. Participants who die or retire on or after their Early Retirement Date or Normal Retirement Date will receive a Matching Contribution for the applicable Plan Year as soon as administratively practicable following the Participant’s date of death or retirement. In no event will a Participant who is transferred to CSRA and participates in the CSRA 401(k) Plan be eligible for a Matching Contribution. However, a Participant who (i) during 2015 worked for a Participating Employer, (ii) in preparation for the Separation transferred to CSRA and participated in the CSRA 401(k) Plan during 2015, and (iii) transferred back to a Participating Employer before December 11, 2015 shall have his Matching Contribution calculated based on the Compensation Deferral Contributions under this Plan and the Compensation Deferral Contributions made under the CSRA 401(k) Plan during 2015; provided, however, that no Matching Contribution shall be made for such individual based on his Compensation Deferral Contributions under the CSRA 401(k) Plan during 2015 unless he or she otherwise meets the eligibility requirements for a Matching Contribution under this section and the additional Matching Contributions made for these such individuals pass the nondiscrimination rules under Code Section 410(b) or other similar requirements.

 

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(4) For purposes of this subsection 5.1(a)(iii), the term “Grandfathered Employees” shall mean the following Participants:

(i) for periods prior to August 15, 2015, former employees of E.I. du Pont de Nemours and Company who are covered by Supplement 1 of the Computer Sciences Corporation Employee Pension Plan,

(ii) for periods prior to January 5, 2013, former employees of Conoco Inc. who are covered by Supplement 2 of the Computer Sciences Corporation Employee Pension Plan, and

(iii) for periods prior to January 5, 2013, any employees who transferred from a United States government payroll in the LogMod transaction and are covered by a non-Appendix K section of the Computer Sciences Corporation Employee Pension Plan.

(B) Notwithstanding the foregoing, Matching Contributions provided under this Section 5.1(a)(iii) to Participants who are (i) collectively bargained employees, (ii) Service Contract Act (SCA) employees, or (iii) Swiss Re employees shall be made as soon as administratively practicable following each payroll period; provided that effective April 1, 2017, Matching Contributions for Service Contract Act (SCA) employees shall be made as soon as administratively practicable following the end of the Plan Year.

(C) Notwithstanding the foregoing, Matching Contributions provided under this subsection 5.1(a)(iii) to Employees of the Company who are former employees of Eagle Alliance shall equal:

(1) for periods prior to January 5, 2013, one hundred percent (100%) of the first eight percent (8%) of the Compensation Deferral Contribution if the former Eagle Alliance employee did not elect coverage under the Eagle Alliance Employee Pension Plan, provided that such former Eagle Alliance employee received the same matching contribution while an employee of Eagle Alliance; and

(2) for periods prior to January 5, 2013, one hundred percent (100%) of the first five percent (5%) of the Compensation Deferral Contribution if the former Eagle Alliance employee elected coverage under the Eagle Alliance Employee Pension Plan, provided that such former Eagle Alliance employee received the same matching contribution while an employee of Eagle Alliance.

 

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(D) Notwithstanding the foregoing, Employees of Axon Puerto Rico, Inc. shall not be eligible for Matching Contributions for periods prior to January 1, 2017.

(E) For the avoidance of doubt, effective March 3, 2017, Compensation Deferral Contributions designated as Roth Contributions shall be included in the calculation of Matching Contributions.

(b) In no event shall contributions made under subsection 5.1(a)(iii) above for any Plan Year be made later than the time prescribed by law for the deduction of such contribution for purposes of a Participating Employer’s federal income tax, as determined by the applicable provisions of the Code.

(c) Subject to the following, each Participating Employer may make annual Discretionary Employer Contributions, in cash, for that Participating Employer’s fiscal year, which shall be allocated to each eligible Participant’s Discretionary Employer Contributions Account in a uniform percentage as determined by the Participating Employer, provided that such percentage shall not exceed three percent (3%) of the Participant’s Compensation received during that fiscal year:

(i) The Discretionary Employer Contributions made pursuant to this Section shall be made in a manner that is nondiscriminatory and that meets all of the applicable qualification requirements of the Code.

(ii) In order to be eligible to receive Discretionary Employer Contributions, a Participant (A) must have been at least 50 years old on April 3, 2009, and must have been enrolled in and actively making employee contributions to the Computer Sciences Corporation Employee Pension Plan for the entire pay period that ended on April 3, 2009 (if the Participant was laid-off after April 3, 2009 and then re-employed, the Participant will not be eligible to receive Discretionary Employer Contributions unless the re-employment occurs on or before July 2, 2009), or (B) must have been on the payroll of CSC Applied Technologies LLC on April 3, 2009, or on the payroll of any entity within CSC Applied Technologies LLC’s “controlled group” (within the meaning of Code Section 414, and regulations thereunder) on April 3, 2009. Notwithstanding the foregoing, the following Participants shall not be eligible to receive Discretionary Employer Contributions:

(A) for periods prior to August 15, 2015, former employees of EL du Pont de Nemours and Company who are covered by Supplement 1 of the Computer Sciences Corporation Employee Pension Plan,

(B) for periods prior to January 5, 2013, former employees of Conoco Inc. who are covered by Supplement 2 of the Computer Sciences Corporation Employee Pension Plan, and

(C) for periods prior to January 5, 2013, any employees who transferred from the United States government payroll in the LogMod transaction (whether covered by Appendix K of the Computer Sciences Corporation Employee Pension Plan or by a non-Appendix K section of the Computer Sciences Corporation Employee Pension Plan).

 

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(iii) The Participating Employer may designate whether or not the Participant must be an active Employee on the last day of the applicable fiscal year Or on any particular day during such fiscal year, and/or at the time the Discretionary Employer Contribution is made, in order to be eligible for a share in the Discretionary Employer Contribution.

(iv) Discretionary Employer Contributions shall be invested in accordance with each Participant’s investment election for such amounts under Section 7.3. If no such election is made, the Discretionary Employer Contribution shall be invested in the Investment Funds otherwise elected by the Participant for investment of the Participant’s Compensation Deferral Account. In the event a Participant has not designated an Investment Fund for the investment of his Compensation Deferral Account, any Discretionary Employer Contributions allocated to the Participant pursuant to this subsection 5.1(c) shall be invested in the same qualified default investment alternative fund designated by the Committee and specified in Appendix G to the Plan for Compensation Deferral Contributions made on behalf of Automatic Enrollment Participants, unless and until the Participant otherwise directs pursuant to Section 7.3.

(v) in no event shall a Participating Employer be obligated to make a Discretionary Employer Contribution in excess of the maximum amount deductible under Code Section 404(a)(3)(A).

(vi) For purposes of applying the Code Section 401(a)(17) limit described in subsection 2.11(f), the Compensation taken into account shall be the Compensation received for the fiscal year for which the Discretionary Employer Contribution is made, except that the Compensation shall be determined, and Code Section 401(a)(17) shall be applied, on a fiscal year basis (rather than on a Plan Year basis), and as a result of which, the Code Section 401(a)(17) limit in effect for the Plan Year in which the fiscal year begins shall apply, as required by Treasury Regulations Section 1.401(a)(17)-1(b)(3)(ii).

5.2 Special Limitations on Matching Contributions. With respect to each Plan Year, Matching Contributions under the Plan made on behalf of Highly Compensated Employees for the Plan Year shall not exceed the “contribution percentage requirement” of Code Section 401(m)(2), as provided in this Section. This determination shall be made on a Participating Employer-by-Participating Employer basis, including any Affiliated Company of each Participating Employer in such Participating Employer’s testing group. In the event that Matching Contributions under this Plan made on behalf of Highly Compensated Employees for any Plan Year exceed the “contribution percentage requirement” of Code Section 401(m)(2) for any reason, such Excess Aggregate Contributions and any income allocable thereto shall be disposed of in accordance with Section 5.3, the provisions of Code Sections 401(m)(2) and 401(11)(9) and any applicable regulations. The Actual Contribution Percentage test will be calculated using the Current Year Testing method described in Treasury Regulation Section 1.401(m)-2(a)(2).

 

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(a) The Matching Contributions made on behalf of a Participant who is a Highly Compensated Employee for a Plan Year shall satisfy one of the following tests:

(i) The Actual Contribution Percentage for Eligible Employees who are Highly Compensated Employees shall not be more than the Actual Contribution Percentage of all other Eligible Employees multiplied by 1.25, or

(ii) The excess of the Actual Contribution Percentage for Eligible Employees who are Highly Compensated Employees over the Actual Contribution Percentage for all other Eligible Employees shall not be more than two percentage points, and the Actual Contribution Percentage for Eligible Employees who are Highly Compensated Employees shall not be more than the Actual Contribution Percentage of all other Eligible Employees multiplied by 2.00.

(b) For the purposes of this Article 5, “Actual Contribution Percentage” means, with respect to Eligible Employees who are Highly Compensated Employees and all other Eligible Employees for a Plan Year, the average of the ratios, calculated separately for each Employee in such group, of the amount of Matching Contributions under the Plan on behalf of each Employee for such Plan Year to such Employee’s Includable Compensation for such Plan Year.

(c) If as of the last day of a Plan Year this Plan satisfies the requirements of Code Section 401(a)(4) or 410(6) only if aggregated with one or more other plans which include arrangements under Code Section 401(k), then this Section 5.2 shall be applied by determining the Actual Contribution Percentages of Eligible Employees as if all such plans were a single plan.

(d) For the purposes of this Section, the Actual Contribution Percentage for any Highly Compensated Employee who is a Participant under two or more Code Section 401(k) arrangements of a Participating Employer or an Affiliated Company shall be determined by taking into account the Highly Compensated Employee’s Compensation (including any differential wage payment (as defined in Code Section 3401(h)(2)) made by a Participating Employer) under each such arrangement and contributions under each such arrangement which qualify for treatment under Code Section 401(k).

(e) The determination and treatment of Matching Contributions and the Actual Contribution Percentage of any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

5.3 Return of Excess Contributions on Behalf of Highly Compensated Employees. The Committee shall determine, as soon as is reasonably possible following the close of the Plan Year, the extent (if any) to which Matching Contributions on behalf of Highly Compensated Employees of each Participating Employer (and its Affiliated Company (ies) (if applicable)) may cause the Plan to exceed the limitations of Section 5.2 for such Plan Year.

 

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Notwithstanding any other provision of the Plan, if, pursuant to the determination by the Committee, Matching Contributions on behalf of a Highly Compensated Employee may cause the Plan to exceed such limitations, then the Committee shall take the following steps:

(a) First, any Excess Aggregate Contributions on behalf of Highly Compensated Employees, plus any income and minus any loss allocable thereto, shall be forfeited, to the extent forfeitable under the Plan. Amounts of Excess Aggregate Contributions forfeited by Highly Compensated Employees under this Section shall be applied to the maximum extent practicable, to reduce a Participating Employer’s Matching Contribution for the Plan Year for which the Excess Aggregate Contribution was made and succeeding Plan Years, as necessary.

(b) If any excess remains after the provisions of (a) above are applied, any Excess Aggregate Contributions which are non-forfeitable under the Plan, plus any income and minus any loss allocable thereto shall be distributed to the Highly Compensated Employee (after withholding applicable federal, state and local income taxes due on such amount) within two and one-half (2-1/2) months following the close of the Plan Year for which the Excess Aggregate Contribution was made, but in no event later than the end of the first Plan Year following the Plan Year for which the excess Matching Contribution was made, notwithstanding any other provision in this Plan.

(c) Excess Aggregate Contributions are allocated to the Highly Compensated Employees with the largest Actual Contributions Percentage amounts taken into account in calculating the Actual Contribution Percentage test for the year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of such Actual Contribution Percentage amounts and continuing in descending order until all the Excess Aggregate Contributions have been allocated. For purposes of the preceding sentence, the “largest amount” is determined after distribution of any Excess Aggregate Contributions.

(d) For purposes of this Section, the amount of any Excess Aggregate Contributions on behalf of a Highly Compensated Employee for a preceding Plan Year under Section 5.2, and any income or loss allocable to any Excess Aggregate Contributions, shall be determined by the Committee in accordance with subsection 4.7(a). The Committee shall not be liable to any Highly Compensated Employee (or his Beneficiary, if applicable) for any losses caused by incorrectly estimating the amount of any Excess Aggregate Contributions on behalf of a Highly Compensated Employee and the earnings attributable to such excess. In all events, the income attributable to Excess Aggregate Contributions will be determined in accordance with Code Section 401(m) and the regulations issued thereunder.

(e) Any Excess Aggregate Contribution forfeited by or distributed to a Highly Compensated Employee in accordance with this Section shall be treated as an Annual Addition under Article 15 for the Plan Year for which the Excess Aggregate Contribution was made. In addition, any forfeited amount reallocated to the Account of another Participant shall be treated as an Annual Addition with respect to such Participant.

 

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5.4 Irrevocability. A Participating Employer shall have no right or title to, nor interest in, the contributions made to the Trust Fund, and no part of the Trust Fund shall revert to a Participating Employer except that on and after the Effective Date funds may be returned to the appropriate Participating Employer as follows:

(a) In the event a Participating Employer shall make an excessive contribution under a mistake of fact pursuant to ERISA Section 403(c)(2)(A), the Participating Employer may demand repayment of such excessive contribution at any time within one (1) year following the time of payment and the Trustees shall return such amount to the Participating Employer within the one (1) year period. Earnings of the Plan attributable to the excess contributions may not be returned to the Participating Employer but any losses attributable thereto must reduce the amount so returned.

(b) Any contribution by a Participating Employer to the Trust Fund is conditioned upon the deductibility of the contribution by the Participating Employer under the Code and, to the extent any such deduction is disallowed, the Participating Employer may, within one (1) year following the disallowance of the deduction, demand repayment of such disallowed contribution and the Trustee shall return such contribution within one (1) year following the disallowance. Earnings of the Plan attributable to the excess contribution may not be returned to the Participating Employer, but any losses attributable thereto must reduce the amount so returned.

 

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ARTICLE 6

TRUSTEE AND TRUST FUND

6.1 In General. The Company has entered into a Trust Agreement with a Trustee creating the Trust Fund. Such Trust Agreement provides for the administration of the Trust Fund by the Trustee. The Trust Fund shall be invested in accordance with provisions of the Plan and Trust Agreement and shall be held in trust for the exclusive benefit of Participants or their Beneficiaries, The Committee may, without further reference to or action by any Participant, from time to time (i) enter into such further agreements with the Trustee or other parties and make such amendments to the Trust Agreement or said further agreements as it may deem necessary or desirable to carry out the Plan, (ii) designate a successor Trustee or successor Trustees and (iii) take such other steps and execute such other instruments as it may deem necessary or desirable to carry out the provisions thereof.

 

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ARTICLE 7

INVESTMENT FUNDS

7.1 Investment of Matching Contributions and Retirement Accounts. Except as provided in Appendix A with respect to Matching Contributions, Matching Contributions and Retirement Accounts credited on a Participant’s behalf shall be initially invested in the applicable Target Series Retirement Fund set forth in Appendix G unless the Participant elects to have such amounts initially invested in any other Investment Fund(s) in accordance with the provisions of subsection 7.3(b). Matching Contributions invested in the applicable Target Series Retirement Fund set forth in Appendix G may be transferred to and designated for investment in any other Investment Fund(s) pursuant to subsection 7.3(b) at any time. Notwithstanding the foregoing, the Matching Contributions and Retirement Accounts of a Participant who is an employee of a joint venture in which a Participating Employer has less than an 80% interest in capital or profits shall not be invested in the applicable Target Series Retirement Fund set forth in Appendix 0, but instead shall be subject to the investment provisions of Appendix A.

7.2 Investments in the DXC Technology Stock Fund. In connection with the HPE-ES Merger, the DXC Technology Stock Fund replaced the Computer Sciences Corporation Stock Fund. Investments in the DXC Technology Stock Fund are subject to the following special rules, which also applied to investments in the Computer Sciences Corporation Stock Fund prior to the HPE-ES Merger. For purposes of this Section 7.2, “Stock Fund” means the DXC Technology Stock Fund or the Computer Sciences Corporation Stock Fund, as applicable, and “Stock” means the common stock of DXC Technology or Computer Sciences Corporation, as applicable:

(a) The Trustee shall promptly invest any amounts that are designated for investment in the Stock Fund and paid into the Trust Fund, together with interest and other income and cash receipts of the Stock Fund, in the Stock Fund. Notwithstanding the foregoing, the Trustee may defer the investment of such amounts, interest, and other cash receipts in such Stock for a reasonable period following the date of receipt by the Trustee of each such item if such action is deemed by it to be in the best interest of the Participants and such action is performed in a non-discriminatory manner and in accordance with applicable law. The Trustee may sell any such Stock and defer reinvestment of the proceeds therefrom for a reasonable period following the date of such sale if such action is deemed by it to be in the best interests of the Participants and such action is performed in a non-discriminatory manner and in accordance with applicable law.

(b) During the period that investment or reinvestment of funds in such Stock is deferred, the Trustee may invest such funds in one or more interest bearing savings accounts of a bank, in one or more accounts in an insured savings and loan association, in time certificates of deposit (including those issued by the Trustee bank), in bankers’ acceptances (including those accepted by the Trustee bank), in other short-term investment grade obligations issued by the United States, any State thereof, any political subdivision of the United States or any State thereof, or any commercial entity (including the Trustee bank) other than the Company, or in units of the Trustee bank’s qualified commingled fund as may be selected by the Committee, in which event, a Declaration of

 

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Trust therefor is hereby made a part hereof as if set forth at length herein, and money of the Trust so invested in said fund shall be held and administered by the Trustee bank, as Trustee, strictly in accordance with the terms of and under the power granted in said Declaration of Trust, as it may be amended from time to time.

(c) Stock shall be purchased or sold by the Trustee (i) on a national securities exchange, (ii) from or to the Company, or (iii) elsewhere, as the Committee may direct. If any purchases or sales are made other than on a national securities exchange, the price shall in the case of a purchase be no more than, or in the case of a sale be no less than, the closing quotation on the date of such purchase or sale of such Stock on the national securities exchange upon which the Stock is traded, adjusted for brokerage fees, commissions and other handling charges.

(d) The voting or proxy or other rights with respect to such Stock shall be passed through to Participants as provided in this Section. Each Participant shall be entitled to direct the Trustee as to the manner in which Stock then allocated to his Accounts shall be voted. Such directions may be achieved through the use of proxy or similar statements delivered to the Participants with respect to the Stock allocated to their Accounts.

(e) In the case of any allocated Stock with respect to which Participants are entitled to issue directions pursuant to the foregoing and for which such directions are not received by the Trustee, the Committee shall in its discretion, direct the Trustee as to the manner in which such Stock shall be voted.

(f) In the case of any allocated Stock with respect to which Participants are not entitled to issue directions pursuant to the foregoing, and with respect to all unallocated Stock, the Committee shall, in its sole discretion, direct the Trustee as to the manner in which such Stock shall be voted.

(g) In the event that no Stock voting rights are required by law or the terms of the Plan to be passed through to Participants, the Stock shall be voted by the Trustee as directed by the Committee.

(h) Directions under this provision as to the manner in which Stock shall be voted shall be certified to the Trustee by the Committee or any agent designated thereby, provided such directions are received by the Trustee at least five (5) days before the date set for the meeting at which the shares are to be voted. The Committee shall provide any information requested by the Trustee that is necessary or convenient in connection with obtaining and preserving the confidentiality of the Participant’s directions.

(i) In the case of a tender or exchange offer, the Trustee shall tender whole shares of Stock allocated to the Accounts of Participants only as and to the extent instructed by such Participants. If the Trustee does not receive instructions from a Participant regarding any such tender or exchange offer for such Stock, the Trustee shall take no action with respect thereto.

 

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(j) The Company shall be solely responsible to provide the Participants on a timely basis all such offering materials, information, notifications, requests and other materials as may be necessary or desirable in the exercise of the authority reserved to the Participants and the Trustee shall have no responsibility with respect to any communication or the absence of timeliness thereof.

(k) Stock shall be valued on the basis of the closing quotation for shares of Stock on the national securities exchange upon which such Stock is then traded. The value of such Stock, and the fair market value of other assets in the Stock Fund, shall be determined by the Trustee based upon such sources of information as it may deem reliable; including, but not limited to, information reported in (1) newspapers of general circulation, (2) standard financial periodicals or publications, (3) statistical and valuation services, (4) the records of securities exchanges, investment managers or brokerage firms deemed by the Trustee to be reliable, or any combination thereof.

(l) Effective April 1, 2015, amounts designated for investment in the Stock Fund shall not exceed ten percent of such Participant’s Compensation eligible to be deferred for each payroll period under Section 5.1(a)(i). Any amounts elected to be deferred that is in excess of ten percent shall be invested in the applicable Target Series Retirement Fund set forth in Appendix G unless the Participant elects to have such amounts invested in any other Investment Fund(s) pursuant to subsection 7.3(b).

7.3 Investment of Accounts and Contributions. In accordance with rules of uniform application which the Committee may from time to time adopt and subject to subsection 4.2(e) and any limitations set forth in Appendix A and in this Article 7, each Participant shall have the right to designate one or more of the Investment Funds established by the Committee for the investment of his Compensation Deferral Account, his Roth Accounts, his Rollover Account, his Matching Contributions Account, his Discretionary Employer Contributions Account, and his Retirement Account under the Plan as made available by the Committee, subject to the rules set forth in (a)-(d) below. A Participant’s Account may be charged for the reasonable expenses of carrying out the Participant’s investment directions and, effective March 31, 2014, for investment advisor fees associated with his or her Account. These provisions are intended to comply with Code Sections 401(a)(28) and 401(a)(35).

(a) Investment of Accounts in an Investment Fund shall be in such amounts or whole percentages as the Committee shall prescribe from time to time.

(b) A Participant may, at any time (i) make a designation with respect to the amount standing to his credit in such Accounts; and (ii) make a designation with respect to future Compensation Deferral Contributions, Roth Contributions, Matching Contributions, and Discretionary Employer Contributions, if any. Notwithstanding the foregoing, only two changes may be made per any calendar month. If such change is made on a Valuation Date before the earlier of 4:00 p.m. Eastern Standard Time or the close of the New York Stock Exchange, such change shall become effective on the Valuation Date that the change was made. If the change is not made by such deadline, or is not made on a Valuation Date, such change shall become effective on the next following Valuation Date.

 

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(c) Investment Funds may, from time to time, hold cash or cash equivalent investments (including interests in any fund maintained by the Trustee as provided in the Trust Agreement) resulting from investment transactions relating to the property of said Fund; provided, however, that neither the Committee, the Company, any Participating Employer, the Trustee nor any other person shall have any duty or responsibility to cause such Funds to be held in cash or cash equivalent investments for investment purposes. In the case of any Investment Fund under the management and control of an Investment Manager appointed by the Committee in accordance with Section 11.4, neither the Committee, the Company, any Participating Employer, the Trustee, nor any other person shall have any responsibility or liability for investment decisions made by such Investment Manager.

(d) Any insiders under Section 16 of the Securities Exchange Act of 1934, as amended, may only engage in transactions involving the DXC Technology Stock Fund subject to the approval of the Company’s securities counsel.

7.4 Other Investment Allocations Rules. On December 31 of each Plan Year, amounts determined on a per capita basis through the end of each such Plan Year that were not otherwise allocated under Section 7.1 or 7.3 shall be allocated to the Matching Contributions Account of each Participant who has a Compensation deferral agreement under Section 4.1 in effect with the Participating Employer on December 31 of the applicable Plan Year; provided however, an allocation under this Section 7.4 shall not be made to a Participant employed by Eagle Alliance who is classified by Eagle Alliance as in casual employee status and whose Compensation is zero through the allocation date.

7.5 CSRA Stock Fund. In connection with the CSGov Separation, Participants who invested in the Computer Sciences Corporation Stock Fund prior to such separation received one share of CSRA Stock for every share of CSC Stock he or she owned on the record date. Such shares were held under the Plan as the CSRA Stock Fund. No additional contributions or investments may have been transferred to and designated for investment into the CSRA Stock Fund, other than dividends. Participants could have transferred amounts from the CSRA Stock Fund to other investment options available under the Plan. The CSRA Stock Fund was maintained in accordance with the following special rules:

(a) No new investment in the CSRA Stock Fund was permitted. Any cash dividends paid with respect to a Participant’s interest in the CSRA Stock Fund were reinvested in the CSRA Stock Fund, subject to the distribution provisions Article XX and Section 20.4.

(b) The CSRA Stock Fund was maintained until such date as determined by the Committee as set forth in subsection (d) hereof for the purpose of permitting Participants the opportunity to divest their interests in the CSRA Stock Fund. Prior to the date selected by the Committee as set forth in subsection (d) hereof, Participants could direct the transfer of investments out of the CSRA Stock Fund, subject to Article 7, but could not direct any transfers, contributions or other investments to the CSRA Stock Fund. Commencing on the date selected by the Committee as set forth in subsection (d) hereof, there were implemented measures as determined by the Committee to liquidate, in

 

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an orderly fashion, the common stock of CSRA held in the CSRA Stock Fund. At the conclusion of such liquidation, the proceeds from the liquidation were deposited in Participant Accounts in an Investment Fund to be determined by the Committee.

(c) The voting or proxy or other rights with respect to such CSRA Stock shall were passed through to Participants as provided in this Section. Each Participant was entitled to direct the Trustee as to the manner in which Stock then allocated to his Accounts were to be voted. Such directions may have been achieved through the use of proxy or similar statements delivered to the Participants with respect to the CSRA Stock allocated to their Accounts. Each Participant was entitled to direct the manner in which the shares (including fractional shares) of CSRA common stock in his or her Account in the CSRA Stock Fund were to be voted. The Trustee voted such shares in accordance with the directions of the Participants. This requirement was deemed to have been met if the Trustee voted 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 did not receive voting directions, and all unallocated shares held by the Trustee, were voted by the Trustee proportionately in the same manner as the Trustee voted shares as to which the Trustee had received voting instructions. The Company caused proxy materials to be distributed to all Participants who had an Account balance in the CSRA Stock Fund prior to each stockholders’ meeting at the same time it distributed such materials to all other stockholders.

(d) Notwithstanding the foregoing, there were implemented measures as determined by the Committee to liquidate no later than November 30, 2016, in an orderly fashion, the common stock of CSRA held in the CSRA Stock Fund as described in subsection (b) hereof.

 

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ARTICLE 8

VESTING

8.1 Vested Interest in Compensation Deferral, Retirement, Merged, Rollover and Roth Accounts. Each Participant shall at all times have a one hundred percent (100%) Vested Interest in the value of his Compensation Deferral Account, Retirement Account, Merged Account, Rollover Account, Roth Account and Roth Rollover Account under the Plan.

8.2 Vested Interest in Matching Contributions Account. Except as provided in Appendices A and B,

(a) Effective January 1, 2014, the Vested Interest of each Participant (other than those specified in (b) below) in the value of his Matching Contributions Account shall be determined in accordance with the following provisions:

 

Number of

Years of Service

   Vested Interest in Matching
Contributions Account
 

0-1

     0

1 or more

     100

(b) The Vested Interest of a collectively bargained employee, Service Contract Act (SCA) employee, or Swiss Re employee in the value of his Matching Contributions Account shall be determined in accordance with the following provisions:

 

Number of Full

Years of Service

   Vested Interest in Matching
Contributions Account
 

1

     0

2

     25

3

     50

4

     75

5 or more

     100

Notwithstanding the foregoing, effective April 1, 2017, the Vested Interest of a Service Contract Act (SCA) employee shall be determined in accordance with Section 8.2(a) above

(c) Notwithstanding the above, a Participant shall have a one hundred percent (100%) Vested Interest in the value of his Matching Contributions Account upon his attainment of Normal Retirement Age while employed by a Participating Employer or an Affiliated Company or upon an earlier Severance by reason of death or Total and Permanent Disability. In addition, if a Participant dies while performing qualified military service (as defined in Code Section 414(u)(5)), the Vested Interest of such Participant’s Matching Contributions Account shall be one hundred percent (100%).

(d) Notwithstanding the above, any Years of Service completed by a Participant after he incurs at least five (5) consecutive Breaks in Service shall not be taken into account for purposes of determining his Vested Interest in the value of his Matching Contributions Account prior to such Breaks in Service.

 

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(e) If the vesting schedule under the Plan is amended or if the Plan is amended in any way that directly or indirectly affects the computation of a Participant’s Vested Interest, each Participant who has completed at least three (3) Years of Service may elect, within a reasonable time after the adoption of the amendment, to continue to have his Vested Interest computed under the Plan without regard to such amendment. The period during which the election may be made shall commence with the date the amendment is adopted and shall end on the latest of: (i) 60 days after the amendment is adopted; (ii) 60 days after the amendment is effective; or (iii) 60 days after the Participant is issued written notice of the amendment.

8.3 Vested Interest in Discretionary Employer Contributions. Each Participant shall at all times have a one hundred percent (100%) Vested Interest in the value of his Discretionary Employer Contributions Account.

 

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ARTICLE 9

PAYMENT OF PLAN BENEFITS

9.1 Distribution Upon Retirement.

(a) A Participant may retire from the employment of a Participating Employer on his Early Retirement Date or his Normal Retirement Date. If the Participant continues in the service of a Participating Employer beyond his Normal Retirement Date, he shall continue to participate in the Plan in the same manner as Participants who have not reached their Normal Retirement Dates. At the Participant’s Severance on his Postponed Retirement Date, his Distributable Benefit shall be based upon the Vested Interest of his Accounts as of the applicable Valuation Date. After a Participant has reached his Normal Retirement Date, any Severance (other than by reason of death or Total and Permanent Disability) shall be deemed a Normal Retirement.

(b) Subject to the provisions of Sections 9.4 and 9.11, upon a Participant’s Severance on or after his Early Retirement Date or Normal Retirement Date such Participant shall be entitled to a distribution of his Distributable Benefit as provided in Section 9.6 within ninety (90) days after receipt by the Committee of all required documentation, but in no event shall payment be made later than the sixtieth day after the later of the close of the Plan Year in which occurs the Severance, or the close of the Plan Year in which the Participant attains Normal Retirement Age, unless such Participant consents to a later distribution.

(c) All distributions under this Plan must be made in accordance with the regulations under Code Section 401(a)(9), including the incidental death benefit of Code Section 401(a)(9)(G). Furthermore, the provisions of this Article 9 reflecting Code Section 401(a)(9) override any other distribution options in the Plan inconsistent with Code Section 401(a)(9). With respect to distributions under the Plan made for calendar years beginning on or after January 1, 2002, the Plan will apply the minimum distribution requirements of Code Section 401(a)(9) in accordance with the regulations under Code Section 401(a)(9) that were proposed on January 17, 2001, until the end of the 2002 Plan Year. Effective for Plan Years beginning on or after January 1, 2003, the Plan will apply the minimum distribution requirements of Code Section 401(a)(9) in accordance with the regulations that were finalized on April 17, 2002.

(d) The following provisions shall apply with respect to distributions made on or after January 1, 1998:

(i) In accordance with procedures described in this subsection 9.1(d), a Participant who (i) is not a five percent owner (as defined in Code Section 416), (ii) attains age 70 12 on or after January 1, 1996 while actively employed by the Company, and (iii) has not otherwise commenced payment of his Distributable Benefit as of the date an election is made shall be given a one-time option to elect to commence an in-service distribution of a portion of his or her Distributable Benefit beginning on or before April 1 of the calendar year following the calendar year in which the Participant attains age 70 12 (“Voluntary Minimum Distribution” or “VMD”). The procedures for electing, calculating the amount of, and paying a VMD are as follows:

 

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(A) With respect to Participants who reached age 70 12 in the Plan Year beginning January 1, 1997, the option to elect shall be given in October 1998. Effective for Plan Years beginning on or after January 1, 1999 and ending on or before December 31, 2000, the option to elect shall be given in the January of the year following the year in which the Participant reaches age 70 12. Effective for Plan Years beginning on or after January 1, 2001 and ending on or before December 31, 2003, the option to elect shall be given in the January of the year in which the Participant reaches age 70 12. Effective for the Plan Year beginning on January 1, 2004, the option to elect shall be given in March 2004. Effective for Plan Years beginning on or after January 1, 2005, the option to elect shall be given in the January of the year in which the Participant reaches age 70 12. The Participant shall have the period specified in the notice, which shall not be less than 30 days from the date of the notice, to elect a VMD (the “VMD Election Period”).

(B) If the Committee receives a properly completed and signed election form within the VMD Election Period, the VMD shall be paid in an amount equal to the amount, and shall be distributed in the same time and manner, that the Participant would have received as the Participant’s required minimum distribution calculated under subsection 9.1(c) of the Plan; provided, however, that the required minimum distribution shall be calculated based on the Participant’s Account balance on the VMD Date. With respect to Participants who reach age 70 12 in any Plan Year beginning on or after January 1, 1998 and ending on or before December 31, 2000, the VMD Date shall be the date determined by the Committee. With respect to Participants who reach age 70 12 in any Plan Year beginning on or after January 1, 2001 and ending on or before December 31, 2003, the VMD Date shall be the last business day of November of the year in which the Participant reaches age 70 12. With respect to Participants who reach age 70 1/2 in the Plan Year beginning January 1, 2004, the VMD Date shall be December 1, 2004. With respect to Participants who reach age 70 12 in any Plan Year beginning on or after January 1, 2005, the VMD Date shall be the last business day of November of the year in which the Participant reaches age 70 12.

(ii) Any Participant who is not a five percent owner (as defined in Code Section 416) and who is hired by the Company after the Participant attains age 70 12 shall be given the one-time option to elect to commence a VMD pursuant to the terms set forth in subsection 9.1(d)(i) above in the January of the first Plan Year commencing after the first December 31 on which the Participant has an Account balance,

 

47


(iii) Any Participant who is not a five percent owner (as defined in Code Section 416) and who is rehired after attaining age 70 12 shall be given the one-time option to elect to commence a VMD pursuant to the terms set forth in subsection 9.1(d)(i) above; provided, however, that a rehired Participant may elect a VMD only if the Participant was not otherwise given the one-time option to take a VMD prior to his date of rehire.

(iv) Notwithstanding any provision of the Plan to the contrary, a Participant who is receiving a VMD at the time of his Severance Date shall cease receiving such VMD and instead commence receiving his Distributable Benefit in the form elected by the Participant in accordance with Article 9 of the Plan. Notwithstanding anything herein to the contrary, if a Participant has elected to receive a VMD which has not yet commenced at the time of his retirement under the Plan, such election shall be cancelled and the Participant shall instead commence receiving his Distributable Benefit in the form elected by the Participant at retirement in accordance with Article 9 of the Plan.

(v) Notwithstanding anything herein to the contrary, a Participant shall not receive a VMD concurrently with the Participant’s required minimum distributions paid in accordance with subsection 9.1(c). With respect to a Participant who was actively employed by the Company and receiving required minimum distributions as of October 1, 1998, that Participant shall have a one-time election to cease and defer distribution of his required minimum distribution until April 1 of the later of (i) the year in which the Participant reaches age 70 12; or (ii) the year following the Participant’s Severance Date.

(e) Notwithstanding anything in subsection 9.1(d) to the contrary, the required minimum distribution of the Distributable Benefit of a Participant who is a five percent owner (as defined in Code Section 416) must begin by April 1 of the calendar year following the calendar year in which the Participant attains age 70 12.

(f) Notwithstanding the foregoing provisions of Section 9.1, a Participant or Beneficiary who would have been required to receive required minimum distributions for 2009 but for the enactment of Code Section 401(a)(9)(H) (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant’s designated Beneficiary, or for a period of at least 10 years (“Extended 2009 RMDs”), will receive those distributions for 2009, unless the Participant or Beneficiary chooses not to receive such distributions. Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to stop receiving the distributions described in the preceding sentence. Notwithstanding the foregoing provisions of this subsection 9.1(f), for purposes of applying the direct rollover provisions of the Plan, 2009 RMDs and Extended 2009 RMDs (both as defined above) are not treated as eligible rollover distributions.

 

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9.2 Distribution Upon Death Prior to Payment of Benefits.

(a) Upon the death of a Participant prior to the payment of his Distributable Benefit, the Committee shall direct the Trustee to make a distribution of such Distributable Benefit as provided in Section 9.6 to the Beneficiary designated by the deceased Participant, or otherwise entitled to such Distributable Benefit, as provided in Section 9.8.

(b) Distribution of a Participant’s Distributable Benefit shall be made within ninety (90) days after all facts required by the Committee to be established as a condition of payment have been established to the satisfaction of the Committee, but in any event within the maximum time period allowed by Code Section 401(a)(9).

(c) If a Participant dies while performing qualified military service (as defined in Code Section 414(u)(5)), the Participant’s Beneficiary shall be entitled to any additional benefits under the Plan as if the Participant had died during service with a Participating Employer.

9.3 Distribution Upon Disability Prior to Retirement Date.

(a) Upon the Severance of a Participant as a result of Total and Permanent Disability, which shall be certified by a physician designated by the Committee, if the Committee so requests, his Distributable Benefit shall be distributed to him as provided in Section 9.6.

(b) Distribution to a disabled Participant shall be made within ninety (90) days after all facts required by the Committee to be established as a condition of payment have been established to the satisfaction of the Committee.

9.4 Severance Prior to Normal Retirement Date.

(a) If a Participant incurs a Severance prior to his Normal Retirement Date for any reason other than Total and Permanent Disability or death, his Distributable Benefit shall be paid in a lump sum as provided in Section 9.6 as soon as practicable following the Participant’s attainment of Normal Retirement Age; provided, however, that in no event shall such distribution be later than sixty (60) days after the close of the Plan Year in which the Participant attains Normal Retirement Age, unless such Participant elects to defer receipt of such payment until such Participant attains age 70 12.

(b) Payment of a Participant’s Distributable Benefit under this Section 9.4 shall be made in a lump sum as provided in Section 9.6 before the Participant’s attainment of Normal Retirement Age within ninety (90) days after receipt by the Committee of all required documentation (but in no event later than sixty (60) days after the close of the Plan Year in which the Participant attains Normal Retirement Age) as follows:

(i) In the case of a Participant whose Distributable Benefit exceeds $5,000 (including the amount of any Rollover Account or Roth Rollover Account) if the Participant elects in writing to receive payment of such Distributable Benefit.

 

49


(ii) In the case of a Participant whose Distributable Benefit does not exceed $1,000 (including the amount of any Rollover Account or Roth Rollover Account) without such Participant’s election.

(iii) In the case of a Participant whose Distributable Benefit does not exceed $5,000 (including the amount of any Rollover Account or Roth Rollover Account) and is more than $1,000 (including the amount of any Rollover Account or Roth Rollover Account), then the Committee shall pay the Distributable Benefit as a direct rollover to an individual retirement plan designated by the Committee without such participant’s election. Notwithstanding the preceding sentence, if the Participant elects in writing to receive payment of such Distributable Benefit, it shall be paid to the Participant.

9.5 Forfeitures; Restoration.

(a) Subject to the provisions of subsection 9.5(c) below, any non-vested portion of a Participant’s Matching Contributions Account shall be forfeited as of the earlier of the date the Participant’s Distributable Benefit is paid to him as provided in Section 9.4 or the date the Participant incurs five (5) consecutive Breaks in Service.

(b) Any non-vested portion of a Participant’s Matching Contributions Account which is forfeited in accordance with (a) above shall be applied to reduce Matching Contributions by a Participating Employer under subsection 5.1(a)(iii) or to restore amounts previously forfeited, as provided in subsection 9.5(c) below, or shall be applied to reduce Employer Discretionary Contributions, or shall be used for corrective allocations as permitted under the IRS Employee Plans Compliance Resolution System (EPCRS), or shall be used to pay for Plan administrative expenses, and shall not otherwise be repaid or recovered by a Participating Employer.

(c) In accordance with such rules as the Committee may prescribe, there shall be restored to the Participant’s credit in his Matching Contributions Account a number of shares of Stock equal in value to the dollar value of any non-vested portion of a Participant’s Matching Contributions Account which was forfeited upon payment of the Participant’s Distributable Benefit in accordance with subsection 9.4(b) prior to the date on which he incurs five (5) consecutive Breaks in Service; provided, however, that such restoration shall be made only in the case of the Participant’s reemployment as an Employee prior to incurring five (5) consecutive Breaks in Service, and upon the Participant’s repayment of the amount distributed under Section 9.4 within five (5) years of the Participant’s reemployment. The determination of the dollar value of the forfeited portion of the Participant’s Matching Contributions Account required to be restored to the Participant shall be made as of the Valuation Date the Participant’s Accounts were valued for purposes of determining his Distributable Benefit, as provided in Article 10. No adjustment in the dollar value of the forfeited amounts shall be made for any gains or losses of any Investment Fund, including the DXC Technology Stock Fund, between the applicable Valuation Date and the restoration of the dollar value of the forfeited portion of the Participant’s Matching Contributions Account.

 

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9.6 Payment of Distributable Benefit.

(a) Form of Distribution. If a Participant has a Merged Account that has received amounts directly from another qualified plan that provides for an annuity form of distribution, such Merged Account shall be distributed in accordance with Section 9.12. Otherwise, a Participant may elect to receive the entire Vested Interest balance of his Accounts in one of the following forms:

(i) Single lump sum payment;

(ii) Period certain in five, ten or other yearly period as elected by the Participant, but not beyond the life expectancy of the Participant.

(iii) A fixed monthly, quarterly or annual amount, as elected by the Participant, the duration of which ends on the earlier of the date such Participant’s Account balance equals $0 (zero dollars) or age 70 12, at which time payment shall be in a variable amount not to exceed such Participant’s life expectancy.

(iv) If a Participant elects a payment method described in subsections 9.6(a)(ii) or (iii) above, such installment payments shall be made from such Participant’s Accounts on a pro rata basis by Investment Fund in the Participant’s Accounts. The amounts remaining in a Participant’s Account shall be subject to Section 7.3.

(v) A Participant who makes an election pursuant to subsections 9.6(a)(ii) or (iii) subsequently may elect to receive any remaining balance in a lump sum payment as provided in subsection 9.6(a)(i).

(b) Manner of Payment. All distributions shall be valued as of the Valuation Date on which such amounts are distributed. Payment of a Participant’s Distributable Benefit reflecting the Participant’s interest in the DXC Technology Stock Fund shall be made in shares of Stock (together with cash in lieu of any fractional share), unless the Participant elects to receive his entire distribution in cash; provided, however, that all distributions pursuant to subsections 9.4(b)(ii) or (iii) shall be made in cash, unless the Participant elects to receive a distribution pursuant to subsection 9.4(b)(ii) or (iii) in shares of Stock (together with cash in lieu of any fractional share). Unless a Participant specifically requests that his Distributable Benefit attributable to Investment Funds other than the DXC Technology Stock Fund be made in Stock, such portion of his Distributable Benefit shall be made in cash; provided, however, that a Distributable Benefit pursuant to subsection 9.4(b)(iii) shall be made only in cash. The payment of a Participant’s Distributable Benefit in Stock (other than the portion of the distribution representing the Participant’s interest in the DXC Technology Stock Fund) shall consist of a number of shares of Stock equal to the number of shares of Stock which can be purchased with the dollar value of the Participant’s Distributable Benefit (other than the portion of the distribution representing the Participant’s interest in the DXC Technology Stock Fund), such value to be determined as of the appropriate Valuation Date determined under Article 10.

 

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9.7 Withdrawals.

(a) Hardship Distributions.

(i) Upon at least thirty (30) days written notice to the Committee, a Participant who is an Employee may obtain a hardship distribution if the Committee finds that the distribution is necessary to relieve a “financial hardship” incurred by the Participant. A Participant will be considered to have incurred a financial hardship only if he has immediate and heavy financial needs that cannot be fulfilled through other reasonably available resources of the Participant. “Immediate and heavy financial needs” means:

(A) Expenses for medical care described in Code Section 213(d) previously incurred by the Participant, the Participant’s Spouse, or any dependents of the Participant (as defined in Code Section 152) or any Beneficiary under the Plan with respect to the Participant or necessary for these persons to obtain such medical care;

(B) The purchase (excluding mortgage payments) of a principal residence for the Participant;

(C) Payment of tuition and related educational fees for the next 12 months of post-secondary education for the Participant or his Spouse, children or dependents (as defined in Code Section 152) or Beneficiary;

(D) The need to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage of that residence;

(E) Payments for burial or funeral expenses for the Participant’s deceased parent, Spouse, children, dependents (as defined in Code Section 152), or Beneficiary;

(F) Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code Section 165; and

(G) Such additional expenses or payments approved by the Internal Revenue Service.

 

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(ii) The determination of hardship shall be made by the Committee in a uniform and nondiscriminatory manner in accordance with such standards as may be promulgated from time to time by the Internal Revenue Service. The Committee may rely on the Participant’s representation that the financial need cannot be relieved:

(A) By reasonable liquidation of the Participant’s assets, to the extent such liquidation would not itself cause an immediate and heavy financial need;

(B) By cessation of Compensation Deferral Contributions under the Plan; or

(C) By other distributions or non-taxable loans from plans maintained by the Company or by any other employer, or by borrowing from commercial sources on reasonable commercial terms.

(iii) A distribution will be deemed necessary to satisfy an immediate and heavy financial need of the Participant if all of the following requirements are met:

(A) The distribution is not in excess of the amount of the immediate and heavy financial need of the Participant;

(B) The Participant has obtained all distributions, other than hardship withdrawals, and all non-taxable loans currently available under this Plan and all plans maintained by the Company or an Affiliated Company; and

(C) The Participant’s Compensation Deferral Contributions, and elective contributions and employee contributions under this Plan and all other plans maintained by the Company or an Affiliated Company will be suspended for six months after receipt of the withdrawal.

(iv) A distribution may include any amount necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution.

(b) While still an Employee, a Participant may, upon at least thirty (30) days written notice to the Committee, make a withdrawal from his Retirement Account of an amount specified by him up to the whole amount thereof. A Participant who makes a withdrawal under this subsection 9.7(b) shall not be eligible to again make a withdrawal under this subsection 9.7(b) prior to the first anniversary of the date the Participant’s most recent withdrawal under this subsection 9.7(b) was distributed to him.

(c) While still an Employee, a Participant who has attained at least age fifty-nine and one-half (59 12) and has a one hundred percent (100%) Vested Interest in the value of his Accounts under the Plan may, upon at least thirty (30) days written notice to the Committee, make a withdrawal from his Accounts of the amount specified by him, up to the total value of his Vested Interest in his Accounts. A Participant who makes a withdrawal under this subsection 9.7(c) shall not be eligible to again make a withdrawal under this subsection 9.7(c) prior to the first anniversary of the date the Participant’s most recent withdrawal under this subsection 9.7(c) was distributed to him. Effective March 3, 2017, a Participant shall have a separate withdrawal option under this subsection 9.7(c) for his Roth Accounts, if applicable.

 

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(d) While still an Employee, a Participant may, upon at least thirty (30) days written notice to the Committee, make a withdrawal from his Merged Account of all amounts thereof attributable to transfers from other profit sharing plans and amounts attributable to other pension plans and Code Section 401(k) plans provided the Participant had the right to elect to receive a distribution of such amount at the time of the transfer to this Plan. No withdrawals under this provision shall be permitted of any amounts transferred from an account that qualifies under Code Section 401(k) if the Participant did not have the right to receive a distribution at the time of the transfer. A Participant who makes a withdrawal under this subsection 9.7(d) shall not be eligible to again make a withdrawal under this subsection 9.7(d) prior to the first anniversary of the date the Participant’s most recent withdrawal under this subsection 9.7(d) was distributed him.

(e) Rollover Account and Roth Rollover Account amounts may be withdrawn at any time for any reason.

(f) The maximum amount subject to withdrawal under this Section 9.7 shall be determined as of the Valuation Date immediately following the Committee’s determination authorizing the withdrawal.

(g) Any withdrawal under this Section 9.7 reflecting the Participant’s interest in the DXC Technology Stock Fund shall be made in shares of Stock (together with cash in lieu of any fractional share), unless the Participant elects to receive such entire amount in cash. Any withdrawal from an Investment Fund other than the DXC Technology Stock Fund shall be in Stock or cash, as determined in accordance with the provisions of subsection 9.6(b). Such withdrawals shall be distributed as soon as practicable following the Committee’s determination authorizing a withdrawal.

9.8 Designation of Beneficiary.

(a) Subject to the provisions of subsection 9.8(b) below, each Participant shall have the right to designate a Beneficiary or Beneficiaries to receive his Vested Interest in the Trust Fund in the event of his death before receipt of his entire Vested Interest in the Trust Fund. This designation is to be made on the form prescribed by and delivered to the Committee. Subject to the provisions of subsection 9.8(b) below, a Participant shall have the right to change or revoke any such designation by filing a new designation or notice of revocation with the Committee, and no notice to any Beneficiary nor consent by any Beneficiary shall be required to effect any such change or revocation.

(b) If a Participant designates a non-Spouse as the Beneficiary of his Vested Interest in the Trust Fund and on the date of his death has a Spouse, no effect shall be given to such designation unless such Spouse has consented in writing to such designation and such consent is witnessed by a notary public. If a Participant designates a non-Spouse Beneficiary and the surviving Spouse does not consent to such designation,

 

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the surviving Spouse shall be deemed the Beneficiary of the deceased Participant. A Spouse’s consent to a Beneficiary designation is not required under the following circumstances:

(i) if it is established to the satisfaction of the Committee that there is no Spouse; or

(ii) if the Participant’s Spouse cannot be located; or

(iii) because of other circumstances under which a Spouse’s consent is not required in accordance with applicable Treasury or Department of Labor Regulations.

(c) If a deceased Participant has failed to designate a Beneficiary, or if the Committee, after reasonable efforts have been made, is unable to locate a form designating a Beneficiary, but has a Surviving Spouse, such Surviving Spouse shall be the Beneficiary and the Participant’s non-forfeitable accrued benefit (reduced by any security interest held by the Plan by reason of a loan outstanding to such Participant) shall be payable in full to such deceased Participant’s Surviving Spouse. In the case of a deceased Participant who has no Surviving Spouse, and such deceased Participant shall have (i) failed to designate a Beneficiary, or (ii) if the Committee shall be unable to locate a designated Beneficiary after reasonable efforts have been made, or (iii) if for any reason the designation shall be legally ineffective, or (iv) if the Committee after reasonable efforts have been made, is unable to locate a form designating a Beneficiary, or (v) if the Beneficiary shall have predeceased the Participant and the Participant did not designate a successor Beneficiary, then the Participant’s estate shall be the Beneficiary and the Participant’s non-forfeitable accrued benefit (reduced by any security interest held by the Plan by reason of a loan outstanding to such Participant) shall be payable in full to such estate within one (1) year after the Participant’s death.

(d) In the event that the deceased Participant was not a resident of California at the date of his death, the Committee, in its discretion, may require the establishment of ancillary administration in California. In the event that a Participant shall predecease his Beneficiary and on the subsequent death of the Beneficiary a remaining distribution is payable under the applicable provisions of this Plan, the distribution shall be payable to the estate of the Beneficiary, subject to the same provisions concerning non-California residency and the establishment of ancillary administration as are applicable on the death of the Participant.

(e) The Committee shall not be required to authorize any payment to be made to any person following a Participant’s death, whether or not such person has been designated by the Participant as Beneficiary, if the Committee determines that the Plan may be subject to conflicting claims in respect of said payment for any reason, including, without limitation, the designation or continuation of a designation of a Beneficiary other than the Participant’s Spouse without the consent of such Spouse to the extent such consent is required by Code Section 401(a). In the event the Committee determines in accordance with this subsection 9.8(e) not to make payment to a designated Beneficiary,

 

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the Committee shall take such steps as it determines appropriate to resolve such potential conflict. The provisions of this Section 9.8 shall not be construed to place upon the Company or the Committee any duty or obligation to require the consent of a Spouse for the purpose of protecting the rights or interests of present or former Spouses of Participants, except to the extent required to comply with Code Section 401(a)(11) or ERISA Section 205.

9.9 Facility of Payment. If any payee under the Plan is a minor or if the Committee reasonably believes that any payee is legally incapable of giving a valid receipt and discharge for any payment due him, the Committee may have the payment or any part thereof, made to the person (or persons or institution) whom it reasonably believes is caring for or supporting the payee, unless it has received due notice of claim therefor from a duly appointed guardian or custodian of the payee. Any payment shall be a payment from the Accounts of the payee and shall, to the extent thereof, be a complete discharge of any liability under the Plan to the payee.

9.10 Payee Consent. To the extent required to comply with Code Section 411(a)(11), the Committee shall require each Participant or other payee to consent to any payment of a Participant’s Accounts.

9.11 Additional Requirements for Distribution.

(a) The Committee or Trustee, or both, may require the execution and delivery of such documents, papers and receipts as the Committee or Trustee may determine necessary or appropriate in order to establish the fact of death of the deceased Participant and of the right and identity of any Beneficiary or other person or persons claiming any benefits under this Article 9.

(b) The Committee or the Trustee, or both, may, as a condition precedent to the payment of death benefits hereunder, require an inheritance tax release and/or such security as the Committee or Trustee, or both, may deem appropriate as protection against possible liability for state or federal death taxes attributable to any death benefits.

(c) Notwithstanding any other provision in this Article 9 regarding the time within which a Participant’s Distributable Benefit will be paid, if, in the opinion of the Committee there are or reasonably may be conflicting claims or other legal impediments to the payment of such Distributable Benefit to a payee, such payment may be delayed for so long as is necessary to resolve such conflict, potential conflict, or other legal impediment, but not beyond the date permitted by applicable law.

(d) The Committee shall notify each recipient of an “eligible rollover distribution” (as defined in Section 9.13(d)(i)) of his distribution options within a reasonable period of time prior to making such distribution.

9.12 Distribution from Merged Accounts. The provisions of this Section 9.12 shall apply to any Participant whose Accounts include a Merged Account that has received amounts directly from another qualified plan that provides for an annuity form of distribution.

 

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(a) Qualified Joint and Survivor Annuity. Unless an optional form of benefit is selected pursuant to a qualified election within the 90-day period ending on the annuity starting date, a married Participant’s Merged Account will be paid in the form of a Qualified Joint and Survivor Annuity and an unmarried Participant’s Merged Account will be paid in the form of a life annuity. The Participant may elect to have such annuity distributed upon attainment of the earliest retirement age under the Plan.

(b) Qualified Pre-retirement Survivor Annuity. Unless an optional form of benefit has been selected within the election period pursuant to a qualified election, if a Participant dies before the annuity starting date then the entire balance of the Participant’s Merged Account shall be applied toward the purchase of an annuity for the life of the Surviving Spouse. Such an annuity shall provide for annual payments to the Surviving Spouse and shall have a value that is equal to 100 percent (100%) of the Participant’s non-forfeitable account balance, including the proceeds of any insurance on the Participant’s life, as of the date of the Participant’s death. Such Surviving Spouse may direct the Committee as to the commencement of payments under the Qualified Pre-retirement Survivor Annuity within a reasonable time after the death of the Participant. In addition, the Surviving Spouse may elect to waive the right to a survivor annuity and in lieu thereof, receive a lump sum distribution of the entire balance of the Participant’s Merged Account.

(c) Optional Form of Benefit. During the election period, a Participant may, pursuant to a qualified election, select as an optional form of benefit in lieu of an annuity form of distribution either one of the following forms of distribution: (a) a series of substantially equal annual or more frequent installments over a period certain not extending beyond the earlier of (i) the end of the period measured by the joint life and last survivor expectancy of the Participant and his Spouse, or (ii) twenty years; or (b) a lump sum distribution in accordance with subsection 9.6(a). In addition, a Participant shall be entitled to elect any additional optional form of benefit provided by a transferor plan and which is a protected benefit under Code Section 411(d)(6).

(d) For purposes of this Section 9.12 the following definitions shall apply:

(i) Election Period. The period which begins on the first day of the Plan Year in which the Participant attains age 35 and ends on the date of the Participant’s death. If a Participant separates from Service prior to the first day of the Plan Year in which age 35 is attained, the election period shall begin on the Participant’s Severance Date. A Participant who will not yet attain age 35 as of the end of any current Plan Year may make a special qualified election to waive the qualified pre-retirement survivor annuity for the period beginning on the day of such election and ending on the first day of the Plan Year in which the Participant will attain age 35. Such election shall not be valid unless the Participant receives a written explanation of the qualified pre-retirement survivor annuity in such terms as are comparable to the pre-retirement survivor annuity explanation required under subsection 9.12(b). Qualified pre-retirement survivor annuity coverage will be automatically reinstated as of the first day of the Plan Year in which the Participant attains age 35. Any new waiver on or after such date shall be subject to the full requirements of this Section 9.12.

 

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(ii) Earliest Retirement Age. The earliest date on which, under the Plan, the Participant could elect to receive retirement benefits.

(iii) Qualified Election. A waiver of a Qualified Joint and Survivor Annuity or a qualified pre-retirement survivor annuity shall not be effective unless (i) the Participant’s Spouse consents in writing to the election; (ii) the election designates a specific Beneficiary, including any class of Beneficiaries or any contingent Beneficiaries, which may not be changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further spousal consent); (iii) the Spouse’s consent acknowledges the effect of the election; and (iv) the Spouse’s consent is witnessed by a Plan representative or notary public. Additionally, a Participant’s waiver of the Qualified Joint and Survivor Annuity shall not be effective unless the election designates a form of benefit payment which may not be changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further spousal consent). If it is established to the satisfaction of a Plan representative that there is no Spouse or that the Spouse cannot be located, a waiver will be deemed a qualified election.

Any consent obtained under this provision (or establishment that the consent of a Spouse may not be obtained) shall be effective only with respect to such Spouse. A consent that permits designations by the Participant without any requirement of further consent by such Spouse must acknowledge that the Spouse has the right to limit consent to a specific Beneficiary, and a specific form of benefit where applicable, and that the Spouse voluntarily elects to relinquish either or both of such rights. A revocation of a prior waiver may be made by a Participant without the consent of the Spouse at any time before the commencement of benefits. The number of revocations shall not be limited. No consent obtained under this provision shall be valid unless the Participant has received notice as provided in subsection 9.12(e) below.

(iv) Qualified Joint and Survivor Annuity. An immediate annuity for the life of the Participant with a survivor annuity for the life of the Spouse which is not less than 50% and not more than 100% of the amount of the annuity which is payable during the joint lives of the Participant and the Spouse and which is the amount of benefit which can be purchased with the Participant’s Merged Account. The percentage of the survivor annuity shall be either 50% or 100%, as selected by the Participant.

(v) Annuity Starting Date. The first day of the first period for which an amount is payable as an annuity or any other form.

(e) Notice Requirements.

 

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(i) In the case of a Qualified Joint and Survivor Annuity, the Committee shall no less than 30 days and no more than 90 days prior to the Annuity Starting Date provide each Participant a written explanation of: (i) the terms and conditions of a Qualified Joint and Survivor Annuity; (ii) the Participant’s right to make and the effect of an election to waive the Qualified Joint and Survivor Annuity form of benefit; (iii) the rights of a Participant’s Spouse; and (iv) the right to make, and the effect of, a revocation of a previous election to waive the Qualified Joint and Survivor Annuity.

(ii) In the case of a qualified pre-retirement survivor annuity as described in subsection 9.12(b), the Committee shall provide each Participant within the applicable period for such Participant a written explanation of the qualified pre-retirement survivor annuity in such terms and in such manner as would be comparable to the explanation provided for meeting the requirements of subsection 9.12(e)(i) applicable to a Qualified Joint and Survivor Annuity. The applicable period for a Participant is whichever of the following periods ends last: (i) the period beginning with the first day of the Plan Year in which the Participant attains age 32 and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains age 35; (ii) a reasonable period ending after the individual becomes a Participant; or (iii) a reasonable period ending after this Section 9.12 first applies to the Participant.

Notwithstanding the foregoing, notice must be provided within a reasonable period ending after separation from Service in the case of a Participant who incurs a Severance before attaining age 35.

For purposes of the preceding paragraph, a reasonable period ending after the enumerated events described in (ii) and (iii) is the end of the two year period beginning one year prior to the date the applicable event occurs, and ending one year after that date. In the case of a Participant who separates from Service before the Plan Year in which age 35 is attained, notice shall be provided within the two year period beginning one year prior to the Participant’s Severance Date and ending one year after such Severance Date. If such a Participant thereafter returns to employment with a Participating Employer, the applicable period for such Participant shall be redetermined.

9.13 Direct Transfer of Distribution.

(a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section, a Distributee may elect, at the time and in the manner prescribed by the 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.

(b) Solely to the extent permitted in Code Sections 408A(c)(3)(B), 408A(d)(3), and 408A(e) and the regulations and other guidance issued thereunder, an eligible Participant may elect to roll over any portion of a distribution of his Account to a

 

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Roth IRA (as defined by Code Section 408A) in a “qualified rollover contribution” (as defined in Code Section 408A(e)), provided that the rollover requirements of Code Section 402(c) are met. The amount of the qualified rollover contribution that would be includible in the Participant’s gross income were it not part of a qualified rollover contribution shall be included in the Participant’s gross income in accordance with Code Section 408A(d)(3). In addition, the 10% penalty tax on early distributions from qualified retirement plans imposed by Code Section 72(t) shall not apply to qualified rollover contributions.

(c) Notwithstanding the provisions of this Section 9.13, solely to the extent permitted under Code Section 402(c)(11) and the regulations and other guidance issued thereunder, with respect to any portion of a distribution from the Plan on behalf of a deceased Participant, if a direct trustee-to-trustee transfer is made to an individual retirement plan described in Code Section 402(c)(8)(B)(i) or (ii), which individual retirement plan is established for the purposes of receiving the distribution on behalf of an individual who is a designated beneficiary (as defined by Code Section 401(a)(9)(E)) of the Participant and who is not the Surviving Spouse of the Participant, the transfer shall be treated as an eligible rollover distribution for purposes of this Plan and Code Section 402(c). For purposes of this paragraph, to the extent provided in regulations or other guidance prescribed by the Internal Revenue Service under Code Section 402(c)(11), a trust maintained for the benefit of one or more designated beneficiaries shall be treated in the same manner as a trust designated beneficiary.

(d) For purposes of this Section 9.13, the following definitions shall apply:

(i) Eligible Rollover Distribution. An eligible rollover distribution is any distribution of all or any portion of a Participant’s vested Account, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments, made not less frequently than annually, for the life, or life expectancy, of the Participant or the Participant’s designated Beneficiary or the joint lives (or joint life expectancies) of the Participant and the Participant’s designated Beneficiary, or for a specified period of 10 years or more; any distributions, to the extent such distribution is required under Code Section 401(a)(9); and any amount distributed on account of hardship. Notwithstanding any provision of the Plan to the contrary, a portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of voluntary employee contributions that are not includible in gross income; provided, however, such portion may be transferred only to an individual retirement account or annuity described in Code Section 408(a) or (b), a qualified retirement plan (either a defined contribution plan or a defined benefit plan) described in Code Section 401(a) or 403(a), or an annuity contract described in Code Section 403(b) that agrees to separately account for amounts so transferred.

(ii) Eligible Retirement Plan. An eligible retirement plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in

 

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Code Section 403(a), a qualified trust described in Code Section 401(a), an eligible deferred compensation plan described in Code Section 457(a), an eligible deferred compensation plan described in Code Section 457(b) that is maintained by an eligible employer described in Code Section 457(e)(l)(A) and that agrees to separately account for amounts rolled into such plan from this Plan, an annuity contract described in Code Section 403(b), or a Roth IRA if the rollover requirements of Code Sections 402(c) and 408A (as applicable) are met, that accepts the Participant’s or Beneficiary’s eligible rollover distribution.

(iii) Distributee. A Distributee is an Employee or former Employee. In addition, the Employee’s Surviving Spouse and the Employee’s former Spouse who is the alternate payee pursuant to a qualified domestic relations order, as defined in Code Section 414(p), are Distributees with regard to the interest of the Spouse or former Spouse. Notwithstanding the foregoing, in accordance with subsection 9.13(c), a designated beneficiary of the Participant who is not the Surviving Spouse of the Participant is also a Distributee.

(iv) Direct Rollover. A direct rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

(e) Notwithstanding the foregoing, with respect to distributions made on or after March 3, 2017 from a Participant’s Roth Accounts, a portion of a distribution shall not fail to be considered an eligible rollover distribution merely because such portion is not includable in the distributee’s gross income (determined without regard to the rollover). However, notwithstanding the preceding sentence, such portion may be transferred only to a Roth IRA or transferred in a direct trustee-to-trustee transfer to a designated Roth account under a qualified defined contribution plan described in Code Section 401(a) that agrees (in a form satisfactory to the Committee) to separately account for the portion of such distribution which is not so includible. Within a reasonable time after the occurrence of a direct rollover of a distribution from a Participant’s Roth Accounts under the Plan to a designated Roth account, the Committee shall provide to the distributee a statement indicating the first year of the Five-Taxable-Year Period for the distributee and the portion of such distribution that is non-taxable. If the distribution is not a direct rollover to a designated Roth account, the beginning date of the Five-Year-Taxable Period cannot be carried over to a designated Roth account. The Plan Administrator shall, within a reasonable time after the distributee’s request, provide to the distribute a statement indicating the beginning date of the Five-Taxable-Year Period and the portion of such distribution that is non-taxable.

 

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ARTICLE 10

VALUATION OF ACCOUNTS

For purposes of payment of a Participant’s Distributable Benefit following a Severance for any reason or any other distributions or withdrawals under this Plan, the value of a Participant’s Accounts shall be determined in accordance with rules prescribed by the Committee, subject, however, to the following provisions:

(a) Subject to subsections 10(b) and 10(c) below, in the case of Normal Retirement or other Severance including death or Total and Permanent Disability, the value of a Participant’s Accounts under the Plan shall be determined by reference to the Valuation Date immediately following both (i) the occurrence of an event entitling the Participant to a distribution, and (ii) the receipt by the Committee of the completed application of the Participant (or his Beneficiary) for payment of the Participant’s Distributable Benefit with respect to such event.

(b) The value of a Participant’s Accounts shall be increased or decreased (as appropriate) by any contributions, withdrawals or distributions properly allocable under the terms of this Plan to his Accounts that occurred on or after the applicable Valuation Date or which, for any other reason were not otherwise reflected in the valuation of his Accounts on such Valuation Date.

(c) Notwithstanding any provision of this Plan to the contrary, a Participant’s Accounts, to the extent held in the DXC Technology Stock Fund, shall be distributed solely in shares of Stock (with payment of cash in lieu of any fractional share), unless the Participant elects to receive the Participant’s entire distribution in cash. The number of shares so distributable shall be the number of shares credited to the Participant’s Accounts held in the DXC Technology Stock Fund and such additional shares as may be purchased with the Participant’s allocable share of non-Stock assets of the DXC Technology Stock Fund (the value of such non-Stock assets to be determined in accordance with principles consistent with subsections 10(a) and 10(b) above, and the number of shares to be purchased with such non-Stock assets to be determined in accordance with such rules of general application as the Committee may adopt from time to time).

 

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ARTICLE 11

OPERATION AND ADMINISTRATION OF THE PLAN

11.1 Plan Administration.

(a) Authority to control and manage the operation and administration of the Plan shall be vested in a committee as provided in this Article 11 (the “Committee”).

(b) The Board of Directors shall establish the number of members of the Committee from time to time, and all such members shall be appointed or removed by the Board of Directors.

(c) For purposes of ERISA Section 402(a), the Committee shall be the Named Fiduciary of this Plan.

(d) Notwithstanding the foregoing, a Trustee with whom Plan assets have been placed in trust or an Investment Manager appointed pursuant to Section 11.4 may be granted exclusive authority and discretion to manage and control all or any portion of the assets of the Plan.

11.2 Committee Powers. The Committee shall have all powers necessary to supervise the administration of the Plan and control its operations. In addition to any powers and authority conferred on the Committee elsewhere in the Plan or by law, the Committee shall have, by way of illustration but not by way of limitation, the following powers and authority:

(a) To allocate fiduciary responsibilities (other than trustee responsibilities) among the Named Fiduciaries and the Trustee and to designate one or more other persons (including the Trustee) to carry out fiduciary responsibilities (other than trustee responsibilities). The term “trustee responsibilities” as used herein shall have the meaning set forth in ERISA Section 405(c). The preceding provisions of this subsection 11.2(a) shall not limit the authority of the Committee to appoint one or more Investment Managers in accordance with Section 11.4.

(b) To designate agents to carry out responsibilities relating to the Plan, other than fiduciary responsibilities.

(c) To employ such legal, actuarial, medical, accounting, clerical and other assistance as it may deem appropriate in carrying out the provisions of this Plan, including one or more persons to render advice with regard to any responsibility any Named Fiduciary or any other fiduciary may have under the Plan.

(d) To establish rules and regulations from time to time for the conduct of the Committee’s business and the administration and effectuation of this Plan.

(e) To administer, interpret, construe and apply this Plan and to decide all questions which may arise or which may be raised under this Plan by any Employee, Participant, former Participant, Beneficiary or other person whatsoever; including, but not limited to, all questions relating to eligibility to participate in the Plan, the amount of Service of any Participant, and the amount of benefits to which any Participant or his Beneficiary may be entitled,

 

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(f) To determine the manner in which the assets of this Plan, or any part thereof, shall be disbursed.

(g) To appoint or remove one or more Investment Managers, as provided in Section 11.4.

(h) To select a funding vehicle, including but not limited to a mutual fund or a guaranteed investment contract with an insurance company, for any Investment Fund established by the Committee under Section 7.3 that is not under the management and control of an Investment Manager appointed by the Committee.

(i) To perform or cause to be performed such further acts as it may deem to be necessary, appropriate or convenient in the efficient administration of the Plan.

Any action taken by the Committee in the exercise of authority conferred upon it by this Plan shall be conclusive and binding upon the Participants and their Beneficiaries. All discretionary powers conferred upon the Committee shall be absolute, subject only to the limitation that such powers may not be exercised in an arbitrary and capricious manner.

11.3 Correcting Administrative Errors. If, with respect to any Plan Year, an administrative error results in a Participant’s Account not being properly credited with the amounts of contributions, allocations, or earnings or an Eligible Employee is erroneously omitted, solely for the purpose of placing the Participant’s Account in the position that the Account would have been in if no error had been made, (i) the Participating Employer may in its discretion make additional contributions to such Participant’s Account, or (ii) the Committee may in its discretion allocate or reallocate existing contributions, allocations, or earnings among the Accounts of affected Participants, to the extent allowed by law. If an administrative error results in an amount being credited to a Participant’s Account or any other individual, including a person who is not an Eligible Employee, who is not entitled thereto, corrective action may be taken by the Committee in its discretion, including but not limited to forfeit amounts erroneously credited, reallocate such amounts among other Participants, or take such other corrective action as is appropriate under the circumstances. To the extent amounts contributed by a Participating Employer under this Section are attributable to lost earnings, such contributions shall not be deemed to be annual additions under the Plan. In all events, such corrections may be corrected through the use of the IRS Employee Plans Compliance Resolution System, the Department of Labor Voluntary Fiduciary Correction Program, or any other similar program of the IRS, or Department of Labor, or other applicable agency.

11.4 Investment Manager.

(a) The Committee, by action reflected in the minutes thereof, may appoint one or more Investment Managers, as defined in ERISA Section 3(38), to manage all or a portion of the assets of the Plan.

 

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(b) An Investment Manager shall discharge its duties in accordance with applicable law and in particular in accordance with ERISA Section 404(a)(1).

(c) An Investment Manager, when appointed, shall have full power to manage the assets of the Plan for which it has responsibility, and neither the Company, a Participating Employer nor the Committee shall thereafter have any responsibility for the management of those assets.

11.5 Committee Procedure.

(a) A majority of the members of the Committee as constituted at any time shall constitute a quorum, and any action by a majority of the members present at any meeting, or authorized by a majority of the members in writing without a meeting, shall constitute the action of the Committee.

(b) The Committee may designate certain of its members as authorized to execute any document or documents on behalf of the Committee, in which event the Committee shall notify the Trustee of this action and the name or names of the designated members. The Trustee, Company, a Participating Employer, Participants, Beneficiaries, and any other party dealing with the Committee may accept and rely upon any document executed by the designated members as representing action by the Committee until the Committee shall file with the Trustee a written revocation of the authorization of the designated members.

11.6 Compensation of Committee.

(a) Members of the Committee shall serve without compensation unless the Board of Directors shall otherwise determine. However, in no event shall any member of the Committee who is an Employee receive compensation from the Plan for his services as a member of the Committee.

(b) All members shall be reimbursed for any necessary or appropriate expenditures incurred in the discharge of duties as members of the Committee.

(c) The compensation or fees, as the case may be, of all officers, agents, counsel, the Trustee, or other persons retained or employed by the Committee shall be fixed by the Committee.

11.7 Resignation and Removal of Members. Any member of the Committee may resign at any time by delivering a written resignation to the Chairperson of the Committee. Any such resignation shall be effective not earlier than ten (10) days after the date of delivery thereof to the Chairperson, unless the Chairperson agrees to an earlier effective date. Any member of the Committee may, at any time, be removed by the Board of Directors.

11.8 Appointment of Successors.

(a) Upon the death, resignation, or removal of any Committee member, the Board of Directors may appoint a successor.

 

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(b) Notice of appointment of a successor member shall be given by the Board of Directors in writing to the Trustee and to the members of the Committee.

11.9 Records. The Committee shall keep a record of all its proceedings and shall keep, or cause to be kept, all such books, accounts, records or other data as may be necessary or advisable in its judgment for the administration of the Plan and to properly reflect the affairs thereof

11.10 Reliance Upon Documents and Opinions.

(a) The members of the Committee, the Board of Directors, the Company, a Participating Employer and any person delegated under the provisions hereof to carry out any fiduciary responsibilities under the Plan (“delegated fiduciary”), shall be entitled to rely upon any tables, valuations, computations, estimates, certificates and reports furnished by any consultant, or firm or corporation which employs one or more consultants, upon any opinions furnished by legal counsel, and upon any reports furnished by the Trustee. The members of the Committee, the Board of Directors, the Company, a Participating Employer and any delegated fiduciary shall be fully protected and shall not be liable in any manner whatsoever for anything done or action taken or suffered in reliance upon any such consultant or firm or corporation which employs one or more consultants, Trustee, or counsel.

(b) Any and all such things done or actions taken or suffered by the Committee, the Board of Directors, the Company, a Participating Employer and any delegated fiduciary shall be conclusive and binding on all Employees, Participants, Beneficiaries, and any other persons whomsoever, except as otherwise provided by law.

(c) The Committee and any delegated fiduciary may, but are not required to, rely upon all records of the Company or a Participating Employer with respect to any matter or thing whatsoever, and may likewise treat those records as conclusive with respect to all Employees, Participants, Beneficiaries, and any other persons whomsoever, except as otherwise provided by law.

11.11 Requirement of Proof. The Committee, the Company or a Participating Employer may require satisfactory proof of any matter under this Plan from or with respect to any Employee, Participant, or Beneficiary, and no person shall acquire any rights or be entitled to receive any benefits under this Plan until the required proof shall be furnished.

11.12 Reliance on Committee Memorandum. Any person dealing with the Committee may rely on and shall be fully protected in relying on a certificate or memorandum in writing signed by any Committee member or other person so authorized, or by the majority of the members of the Committee, as constituted as of the date of the certificate or memorandum, as evidence of any action taken or resolution adopted by the Committee.

11.13 Multiple Fiduciary Capacity. Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.

 

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11.14 Limitation on Liability.

(a) Except as provided in Part 4 of Title I of ERISA, no person shall be subject to any liability with respect to his duties under the Plan unless he acts fraudulently or in bad faith.

(b) No person shall be liable for any breach of fiduciary responsibility resulting from the act or omission of any other fiduciary or any person to whom fiduciary responsibilities have been allocated or delegated, except as provided in Part 4 of Title I of ERISA.

(c) No action or responsibility shall be deemed to be a fiduciary action or responsibility except to the extent required by ERISA.

11.15 Indemnification.

(a) To the extent permitted by law, the Company shall indemnify each member of the Board of Directors and the Committee, and any other Employee of the Company or a Participating Employer with duties under the Plan, against expenses (including any amount paid in settlement) reasonably incurred by him in connection with any claims against him by reason of his conduct in the performance of his duties under the Plan, except in relation to matters as to which he acted fraudulently or in bad faith in the performance of such duties. The preceding right of indemnification shall pass to the estate of such a person.

(b) The preceding right of indemnification shall be in addition to any other right to which the Board of Directors member or Committee member or other person may be entitled as a matter of law or otherwise.

11.16 Bonding.

(a) Except as is prescribed by the Board of Directors, as provided in ERISA Section 412, or as may be, required under any other applicable law, no bond or other security shall be required by any member of the Committee, or any other fiduciary under this Plan.

(b) Notwithstanding the foregoing, for purposes of satisfying its indemnity obligations under Section 11.15, the Company may (but need not) purchase and pay premiums for one or more policies of insurance. However, this insurance shall not release the Company from its liability under the indemnification provisions.

11.17 Prohibition Against Certain Actions.

(a) To the extent prohibited by law, in administering this Plan the Committee shall not discriminate in favor of any class of Employees and particularly it shall not discriminate in favor of Highly Compensated Employees, or Employees who are officers or shareholders of the Company or of a Participating Employer.

 

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(b) The Committee shall not knowingly cause the Plan to engage in any transaction that constitutes a nonexempt prohibited transaction under Code Section 4975(c) or ERISA Section 406(a).

(c) All individuals who are fiduciaries with respect to the Plan (as defined in ERISA Section 3(21)) shall discharge their fiduciary duties in accordance with applicable law, and in particular, in accordance with the standards of conduct contained in ERISA Section 404.

11.18 Plan Expenses. All expenses incurred in the establishment, administration and operation of the Plan, including but not limited to the expenses incurred by the members of the Committee in exercising their duties, shall be charged to the Trust Fund and allocated to Participants’ Accounts as determined by the Committee, but shall be paid by the Company, if not paid by the Trust Fund.

11.19 Participant Loans. The Committee is authorized, in its discretion, to adopt a Participant loan program in conformity with Department of Labor Regulation Section 2550.408b-1. Such loan program shall be established by the Committee adopting a written loan program document that shall be deemed a part of this Plan and which contains the following information:

(a) the identity of the person or position authorized to administer the program;

(b) the procedure for applying for loans;

(c) the basis on which loans will be approved or denied;

(d) any limitations on the types of loans offered;

(e) the procedure under the program for determining a reasonable rate of interest;

(f) the types of collateral which may secure a Participant loan; and

(g) the events constituting default and the steps that will be taken to preserve Plan assets in the event of default.

In the case of a Participant, any portion of whose benefits are subject to Section 9.12, the use of any portion of such a Participant’s Account as security for a loan granted from this Plan, shall be consented to in writing by the Spouse of such Participant during the 90-day period ending on the date on which the loan is to be secured.

 

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ARTICLE 12

MERGER OF COMPANY; MERGER OF PLAN

12.1 Effect of Reorganization or Transfer of Assets. In the event of a consolidation, merger, sale, liquidation, or other transfer of the operating assets of the Company to any other company, the ultimate successor or successors to the business of the Company shall automatically be deemed to have elected to continue this Plan in full force and effect, in the same manner as if the Plan had been adopted by resolution of its board of directors, unless the successor(s), by resolution of its board of directors, shall elect not to so continue this Plan in effect, in which case the Plan shall automatically be deemed terminated as of the applicable effective date set forth in the board resolution.

12.2 Merger Restriction. Notwithstanding any other provision in this Article, this Plan shall not in whole or in part merge or consolidate with, or transfer its assets or liabilities to any other plan unless each affected Participant in this Plan would receive a benefit immediately after the merger, consolidation, or transfer (if the Plan then terminated) which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated).

 

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ARTICLE 13

PLAN TERMINATION AND

DISCONTINUANCE OF CONTRIBUTIONS

13.1 Plan Termination.

(a) Termination Procedures.

(i) Subject to the following provisions of this Section 13.1, the Company may terminate the Plan and the Trust Agreements at any time and the Committee shall deliver written notification to the Trustee of such termination.

(ii) The Plan and Trust Agreements may terminate if the Company merges into any other corporation, if as the result of the merger the entity of the Company ceases, and the Plan is terminated pursuant to the rules of Section 12.1.

(b) Upon and after the effective date of the termination, the Company and all Participating Employers shall not make any further contributions under the Plan and no contributions need be made by the Company or any Participating Employer applicable to the Plan Year in which the termination occurs, except as may otherwise be required by law.

(c) The rights of all affected Participants to benefits accrued to the date of termination of the Plan shall automatically become fully vested as of that date, to the extent required to comply with the requirements of Code Section 411.

13.2 Discontinuance of Contributions.

(a) In the event a Participating Employer decides it is impossible or inadvisable for business reasons to continue to make Participating Employer contributions under the Plan, the Participating Employer may discontinue contributions to the Plan. On and after the effective date of this discontinuance, the Participating Employer shall not make any further Participating Employer contributions under the Plan and no Participating Employer contributions need be made by the Participating Employer with respect to the Plan Year in which the discontinuance occurs, except as may otherwise be required by law.

(b) The discontinuance of Participating Employer contributions on the part of a Participating Employer shall not terminate the Plan as to the funds and assets then held by the Trustee, or operate to accelerate any payments of distributions to or for the benefit of Participants or Beneficiaries, and the Trustee shall continue to administer the Trust Fund in accordance with the provisions of the Plan until all of the obligations under the Plan have been discharged and satisfied.

(c) However, if this discontinuance of Participating Employer contributions shall cause the Plan to lose its status as a qualified plan under Code Section 401(a), the Plan shall be terminated in accordance with the provisions of this Article 13.

 

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(d) On and after the effective date of a discontinuance of Participating Employer contributions, the rights of all affected Participants to benefits accrued to that date, to the extent funded as of that date, shall automatically become fully vested as of that date, to the extent required to comply with the requirements of Code Section 411.

13.3 Rights of Participants. In the event of the termination of the Plan, for any cause whatsoever, all assets of the Plan, after payment of expenses, shall be used for the exclusive benefit of Participants and their Beneficiaries and no part thereof shall be returned to the Company, except as provided in Section 5.3 of this Plan.

13.4 Trustee’s Duties on Termination.

(a) On or before the effective date of termination of this Plan, the Trustee shall proceed as soon as possible, but in any event within six (6) months from the effective date, to reduce all of the assets of the Trust Fund to cash and/or common stock and other securities in such proportions as the Committee shall determine after approval by the Internal Revenue Service, if necessary or desirable.

(b) After first deducting the estimated expenses for liquidation and distribution chargeable to the Trust Fund, and after setting aside a reasonable reserve for expenses and liabilities (absolute or contingent) of the Trust, the Committee shall make required allocations of items of income and expense to the Accounts.

(c) Following these allocations, the Trustee shall promptly, after receipt of appropriate instructions from the Committee, distribute in accordance with Section 9.6 to each Participant a benefit equal to the amount credited to his Accounts as of the date of completion of the liquidation.

(d) The Trustee and the Committee shall continue to function as such for such period of time as may be necessary for the winding up of this Plan and for the making of distributions in accordance with the provisions of this Plan.

(e) Notwithstanding the foregoing, the Committee may direct the Trustee to continue to hold the assets of the Trust Fund until benefits become payable under the terms of the Plan, or until such earlier date as may be determined by the Committee.

13.5 Partial Termination.

(a) In the event of a partial termination of the Plan within the meaning of Code Section 411(d)(3), the interests of affected Participants in the Trust Fund, as of the date of the partial termination, shall become non-forfeitable as of that date.

(b) That portion of the assets of the Plan affected by the partial termination shall be used exclusively for the benefit of the affected Participants and their Beneficiaries, and no part thereof shall otherwise be applied.

 

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(c) With respect to Plan assets and Participants affected by a partial termination, the Committee and the Trustee shall follow the same procedures and take the same actions prescribed in this Article 13 in the case of a total termination of the Plan.

13.6 Failure to Contribute. The failure of a Participating Employer to contribute to the Trust in any year, if contributions are not required under the Plan for that year, shall not constitute a complete discontinuance of contributions to the Plan.

 

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ARTICLE 14

APPLICATION FOR BENEFITS

14.1 Application for Benefits. The Plan Administrator may require any person claiming benefits under the Plan to submit an application thereof, together with such documents and information as the Plan Administrator may require. In the case of any person suffering from a disability which prevents the claimant from making personal application for benefits, the Plan Administrator shall permit another person acting on his behalf to submit the application.

14.2 Action-on Application.

(a) Within ninety days following receipt of an application and all necessary documents and information, the Plan Administrator or its authorized delegate reviewing the claim shall furnish the claimant with written notice of the decision rendered with respect to the application. If special circumstances require an extension of time for processing the claim and written notice is given to the claimant of such extension, and such notice describes the circumstances requiring the extension and the date the Plan Administrator expects to render a final decision, then a decision shall be rendered not later than one hundred eighty days after receipt of a request for review.

(b) In the case of a denial of the claimant’s application, the written notice shall set forth:

(i) The specific reasons for the denial, with reference to the Plan provisions upon which the denial is based;

(ii) A description of any additional information or material necessary for perfection of the application (together with an explanation why the material or information is necessary); and

(iii) An explanation of the Plan’s claim review procedure.

(c) A claimant who wishes to contest the denial of his application for benefits or to contest the amount of benefits payable to him shall follow the procedures for an appeal of benefits as set forth in Section 14.3 below, and must exhaust such administrative procedures prior to seeking any other form of relief.

14.3 Appeals.

(a) General.

(i) A claimant who does not agree with the decision rendered with respect to his application may appeal the decision to the Plan Administrator.

(ii) The appeal shall be made, in writing, within sixty (60) days after the date of notice of the decision with respect to the application.

 

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(iii) If the application has neither been approved nor denied within the ninety day period provided in Section 14.2 above, then the appeal shall be made within sixty (60) days after the expiration of the ninety (90) day period.

(b) The claimant may request that his application be given full and fair review by the Plan Administrator. The claimant may review all pertinent documents and submit issues and comments in writing in connection with the appeal.

(c) The decision of the Plan Administrator shall be made promptly, and not later than sixty days after the Plan Administrator’s receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one hundred twenty days after receipt of a request for review.

(d) The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant with specific reference to the pertinent Plan provisions upon which the decision is based.

14.4 Disability Claims. The provisions of this Section 14.4 shall apply to claims based on a Total and Permanent Disability pursuant to Section 9.3.

(a) Any review of an appeal of a denied claim must meet the following standards: the review does not afford deference to the initial adverse benefit determination; the review is conducted by an appropriate named fiduciary who is nether the party who made the initial adverse benefit determination that is the subject of the appeal nor a subordinate of such party; the review provides that the appropriate named fiduciary shall consult with health care professionals with appropriate training and experience in the field of medicine involved in the medical judgment in deciding the appeal of an adverse benefit determination that is based in whole or in part on a medical judgment; and the review provides, upon the claimant’s request, for the identification of the medical or vocational experts whose advice was obtained in connection with the claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the determination.

(b) The 90-day period described in Section 14.2 and subsection 14.3(a) above shall be shortened to 45 days. The 45-day period may be extended by 30 days if the Plan Administrator determines the extension is necessary because of circumstances outside the Plan’s control, and the claimant is notified prior to the end of the 45-day period. If prior to the end of the 30-day extension period, the Plan Administrator determines that additional time is necessary, the period may be extended for a second 30-day period, provided the claimant is notified prior to the end of the first 30-day extension period and such notice specifies the circumstances requiring the extension and the date as of which the Plan expects to render a decision.

(c) The 60-day period described in subsection 14.3(a) shall be extended to 180 days.

 

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(d) The 60-day period described in subsection 14.3(c) above shall be shortened to 45 days. The 45-day period may be extended by an additional 45 days if the Plan Administrator determines the extension is necessary because of circumstances outside the Plan’s control, and the claimant is notified prior to the end of the initial 45-day period.

 

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ARTICLE 15

LIMITATIONS ON CONTRIBUTIONS

15.1 General Rule.

(a) Notwithstanding anything to the contrary contained in this Plan, in accordance with the requirements of Code Section 415 and the final regulations issued on April 5, 2007 thereunder (which are hereby incorporated by reference), and except to the extent permitted under Code Section 414(v), if applicable, the total Annual Additions that may be contributed or allocated under this Plan to a Participant’s Accounts for any Limitation Year shall not exceed the lesser of:

(i) $54,000 (as adjusted at the same time and in the same manlier as under Code Section 415(d)); or

(ii) 100% of the Participant’s 415 Compensation for such Limitation Year.

The 415 Compensation limit referred to above shall not apply to any contribution for medical benefits after separation from service (within the meaning of Code Section 401(h) or 419A(f)(2)) that is otherwise treated as an Annual Addition.

(b) For purposes of this Article 15, the Company has elected a “Limitation Year” corresponding to the Plan Year.

15.2 Annual Additions. For purposes of Section 15.1, the term “Annual Additions” shall mean, for any Plan Year, the sum of (i) the amount credited to the Participant’s Accounts from Participating Employer contributions for such Plan Year; (ii) any Employee Contributions for the Plan Year; (iii) any amounts described in Code Section 415(1)(1) or 419(A)(d)(2); and (iv) any amounts described in Code Section 414(v) and subsection 4.1(c) of the Plan. The term “Employee Contributions,” for purposes of the preceding sentence, shall mean amounts considered contributed by the Employee and which do not qualify for tax deferral treatment under Code Section 401(k).

15.3 Other Defined Contribution Plans. If a Participating Employer or an Affiliated Company is contributing to any other defined contribution plan (as defined in Code Section 415(i)) for its Employees, some or all of whom may be Participants in this Plan, then the total Annual Additions limits specified in Section 15.1 shall be adjusted as follows:

(a) First, if the Participant is participating in another tax-qualified defined contribution plan maintained by any Participating Employer or an Affiliated Company (as modified by the application of Code Section 415(h)) within the same Limitation Year, and the provisions of such other defined contribution plan explicitly require that the annual additions (within the meaning of Code Section 415(c)(2)) of such defined contribution plan be reduced in such a situation, the otherwise applicable limitation on annual additions (within the meaning of Code Section 415(0(2)) under such other defined contribution plan for that Limitation Year shall be first reduced by the amount of Annual Additions allocated under the Plan for that Limitation Year; and

 

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(b) Second, the Annual Additions limits specified in Section 15.1 shall be reduced by the amount of any annual additions (within the meaning of Code Section 415(c)(2)) a Participant receives as a participant in another tax-qualified defined contribution plan maintained by any Participating Employer or Affiliated Company (as modified by the application of Code Section 415(h)), aside from such plans referenced in subsection 15.3(a).

15.4 Correction of Excess Annual Additions. If the limitations with respect to Annual Additions (within the meaning of Code Section 415) set forth in this Article 15 are exceeded for any Participant, then the Plan shall correct such excess in accordance with the Employee Plans Compliance Resolution System (EPCRS) as set forth in Revenue Procedure 2016-51 or any superseding guidance.

15.5 Correction of Excess Amounts. Any excess Compensation Deferral Contributions by a Participant and any excess Matching Contributions on behalf of a Participant for any Plan Year shall be corrected in the manner described in Section 15.4.

15.6 Affiliated Company. For purposes of this Article 15, the status of an entity as an Affiliated Company shall be determined by reference to the percentage tests set forth in Code Section 415(h).

 

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ARTICLE 16

RESTRICTION ON ALIENATION

16.1 General Restrictions Against Alienation.

(a) The interest of any Participant or Beneficiary in the income, benefits, payments, claims or rights hereunder, or in the Trust Fund shall not in any event be subject to sale, assignment, hypothecation, or transfer. Each Participant and Beneficiary is prohibited from anticipating, encumbering, assigning, or in any manner alienating his interest under the Trust Fund, and is without power to do so, except as may otherwise be provided for in the Trust Agreement. The interest of any Participant or Beneficiary shall not be liable or subject to his debts, liabilities, or obligations, now contracted, or which may be subsequently contracted. The interest of any Participant or Beneficiary shall be free from all claims, liabilities, bankruptcy proceedings, or other legal process now or hereafter incurred or arising; and the interest or any part thereof, shall not be subject to any judgment rendered against the Participant or Beneficiary.

(b) In the event any person attempts to take any action contrary to this Article 16, that action shall be void and the Company, a Participating Employer, the Committee, the Trustees and all Participants and their Beneficiaries, may disregard that action and are not in any manner bound thereby, and they, and each of them separately, shall suffer no liability for any disregard of that action, and shall be reimbursed on demand out of the Trust Fund for the amount of any loss, cost or expense incurred as a result of disregarding or of acting in disregard of that action.

(c) The preceding provisions of this Section 16.1 shall be interpreted and applied by the Committee in accordance with the requirements of Code Section 401(a)(13) as construed and interpreted by authoritative judicial and administrative rulings and regulations.

16.2 Nonconforming Distributions Under Court Order.

(a) In the event that a court with jurisdiction over the Plan and the Trust Fund shall issue an order or render a judgment requiring that all or part of a Participant’s interest under the Plan and in the Trust Fund be paid to a Spouse, former Spouse and/or children of the Participant by reason of or in connection with the marital dissolution and/or marital separation of the Participant and the Spouse, and/or some other similar proceeding involving marital rights and property interests, then notwithstanding the provisions of Section 16.1, the Committee may, in its absolute discretion, direct the applicable Trustee to comply with that court order or judgment and distribute assets of the Trust Fund in accordance therewith.

(b) The Committee’s decision with respect to compliance with any such court order or judgment shall be made in its absolute discretion and shall be binding upon the Trustee and all Participants and their Beneficiaries; provided, however, that the Committee in the exercise of its discretion shall not make payments in accordance with the terms of an order which is not a “qualified domestic relations order” or which the Committee determines would jeopardize the continued qualification of the Plan and Trust under Code Section 401.

 

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(c) Neither the Plan, the Company, a Participating Employer, the Committee nor the Trustee shall be liable in any manner to any person, including any Participant or Beneficiary, for complying with any such court order or judgment.

(d) Nothing in this Section 16.2 shall be interpreted as placing upon the Company, a Participating Employer, the Committee or any Trustee any duty or obligation to comply with any such court order or judgment, The Committee may, if in its absolute discretion it deems it to be in the best interests of the Plan and the Participants, determine that any such court order or judgment shall be resisted by means of judicial appeal or other available judicial remedy, and in that event the Trustee shall act in accordance with the Committee’s directions.

(e) The Committee shall adopt procedures and provide notifications to a Participant and alternate payees in connection with a “qualified domestic relations order,” to the extent required under Code Section 414(p).

 

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ARTICLE 17

PLAN AMENDMENTS

17.1 Amendments. The Company may at any time, and from time to time, amend in whole or in part any or all of the provisions of the Plan. Notwithstanding the foregoing, no amendment shall be made at any time, the effect of which would be:

(a) To cause any assets of the Trust Fund to be used for or diverted to purposes other than providing benefits to the Participants and their Beneficiaries, and defraying reasonable expenses of administering the Plan, except as provided in Section 5.3;

(b) To have any retroactive effect so as to deprive any Participant or Beneficiary of any Vested Interest to which he would be entitled under this Plan if his employment were terminated immediately before the amendment, to the extent so doing would contravene Code Section 411(d)(6);

(c) To eliminate or reduce a subsidy or early retirement benefit or an optional form of benefit to the extent so doing would contravene Code Section 411(d)(6); or

(d) To increase the responsibilities or liabilities of a Trustee or an Investment Manager without his written consent.

 

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ARTICLE 18

MISCELLANEOUS

18.1 No Enlargement of Employee Rights.

(a) This Plan is strictly a voluntary undertaking on the part of the Participating Employers and shall not be deemed to constitute a contract between a Participating Employer or any Affiliated Company and any Employee, or to be consideration for, or an inducement to, or a condition of, the employment of any Employee.

(b) Nothing contained in this Plan or the Trust shall be deemed to give any Employee the right to be retained in the employ of any Participating Employer or an Affiliated Company or to interfere with the right of the Participating Employer or an Affiliated Company to discharge or retire any Employee at any time.

(c) No Employee, nor any other person, shall have any right to or interest in any portion of the Trust Fund other than as specifically provided in this Plan.

18.2 Mailing of Payments; Lapsed Benefits.

(a) All payments under the Plan shall be delivered in person or mailed to the last address of the Participant (or, in the case of the death of the Participant, to the last address of any other person entitled to such payments under the terms of the Plan) furnished pursuant to Section 18.3 below.

(b) In the event a benefit is payable under this Plan to a Participant, Beneficiary or any other person and after reasonable efforts such person cannot be located for the purpose of paying the benefit for a period of seven (7) consecutive years, the person conclusively shall be presumed to be missing and upon the termination of such seven (7) year period the benefit shall be forfeited and as soon thereafter as practicable shall be paid to the appropriate state agency pursuant to the escheat laws of the state entitled to such payment.

(c) For purposes of this Section 18.2, the term “Beneficiary” shall include any person entitled under Section 9.8 to receive the interest of a deceased Participant or deceased designated Beneficiary.

(d) A Participant’s Account shall continue to be maintained until the amounts in the Accounts are paid to the Participant or his Beneficiary. Notwithstanding the foregoing, in the event the Plan is terminated, the following rules shall apply:

(i) All Participants (including Participants who have not previously claimed their benefits under the Plan) shall be notified of their right to receive a distribution of their interests in the Plan;

(ii) All Participants shall be given a reasonable length of time, which shall be specified in the notice, in which to claim their benefits;

 

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(iii) All Participants (and their Beneficiaries) who do not claim their benefits within the designated time period shall be presumed missing. The Accounts of such Participants shall be paid in accordance with Section 9.8 and if the Plan is unable to locate the Beneficiary or Participant’s estate, such Accounts shall be forfeited at such time. These forfeitures shall be disposed of according to rules prescribed by the Committee, which rules shall be consistent with applicable law.

(iv) The Committee shall prescribe such rules as it may deem necessary or appropriate with respect to the notice and forfeiture rules stated above.

(e) Should it be determined that the preceding rules relating to forfeiture of benefits upon Plan termination are inconsistent with any of the provisions of the Code and/or ERISA, such provisions shall become inoperative without the need for a Plan amendment and the Committee shall prescribe rules that are consistent with the applicable provisions of the Code and/or ERISA.

18.3 Addresses. Each Participant shall be responsible for furnishing the Committee with his correct current address and the correct current name and address of his Beneficiary or Beneficiaries.

18.4 Notices and Communications.

(a) All applications, notices, designations, elections, and other communications from Participants shall be in writing, on forms prescribed by the Committee and shall be mailed or delivered to the office designated by the Committee and shall be deemed to have been given when received by that office.

(b) Each notice, report, remittance, statement and other communication directed to a Participant or Beneficiary shall be in writing and may be delivered in person or by mail. An item shall be deemed to have been delivered and received by the Participant when it is deposited in the United States mail with postage prepaid, addressed to the Participant or Beneficiary at his last address of record with the Committee.

18.5 Reporting and Disclosure. The Plan Administrator shall be responsible for the reporting and disclosure of information required to be reported or disclosed by the Plan Administrator pursuant to ERISA or any other applicable law.

18.6 Interpretation.

(a) Article and Section headings are for convenient reference only and shall not be deemed to be part of the substance of this instrument or in any way to enlarge or limit the contents of any Article or Section. Unless the context clearly indicates otherwise, masculine gender shall include the feminine, and the singular shall include the plural and the plural the singular.

 

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(b) The provisions of this Plan shall in all cases be interpreted in a manner that is consistent with this Plan satisfying the requirements of Code Sections 401(a) and 401(k) and related statutes for qualification as a qualified cash or deferred arrangement.

18.7 Withholding for Taxes. Any payments out of the Trust Fund may be subject to withholding for taxes as may be required by any applicable federal or state law.

18.8 Limitation on Company, Participating Employer, Committee and Trustee Liability. Any benefits payable under this Plan shall be paid or provided for solely from the Trust Fund and neither the Company, any Participating Employer, the Committee nor the Trustee assume any responsibility for the sufficiency of the assets of the Trust to provide the benefits payable hereunder.

18.9 Successors and Assigns. This Plan and the Trust established hereunder shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns.

18.10 Counterparts. This Plan document may be executed in any number of identical counterparts, each of which shall be deemed a complete original in itself and may be introduced in evidence or used for any other purpose without the production of any other counterparts.

18.11 Military Service. Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u) and the Heroes Earnings Assistance and Relief Tax Act of 2008.

 

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ARTICLE 19

TOP-HEAVY PLAN RULES

19.1 Applicability.

(a) Notwithstanding any provision in this Plan to the contrary, the provisions of this Article 19 shall apply in the case of any Plan Year in which the Plan is determined to be a Top-Heavy Plan under the rules of Section 19.3. The determination of whether this Plan is a Top Heavy Plan shall be made on a Participating Employer-by-Participating Employer basis provided such Participating Employer is not in the Company’s controlled group as defined under the Code. For Plan Years on and after January 1, 2002, the provisions of Section 19.7 shall govern over any contrary provision in this Article 19.

(b) Except as is expressly provided to the contrary, for purposes of this Article 19, the term “Participating Employer” shall include all Affiliated Companies of each Participating Employer.

19.2 Definitions.

(a) For purposes of this Article 19, the term “Key Employee” shall mean any Employee or former Employee who, at any time during the Plan Year or any of the four (4) preceding Plan Years, is or was -

(i) An officer of a Participating Employer having an annual compensation greater than fifty percent (50%) of the amount in effect under Code Section 415(b)(1)(A) for this Plan Year. However, no more than fifty (50) Employees (or, if lesser, the greater of three (3) or ten percent (10%) of the Employees) shall be treated as officers;

(ii) One of the ten (10) Employees having annual compensation from a Participating Employer of more than the limitation in effect under Code Section 41.5(c)(1)(A) and owning (or considered as owning within the meaning of Code Section 318) the largest interests in a Participating Employer. For this purpose, if two (2) Employees have the same interest in a Participating Employer, the Employee having greater annual compensation from the Participating Employer shall be treated as having a larger interest;

(iii) A Five Percent Owner of a Participating Employer; or

(iv) A One Percent Owner of a Participating Employer having an annual compensation from the Participating Employer of more than one hundred fifty thousand dollars ($150,000).

(b) For purposes of this Section 19.2, the term “Five Percent Owner” means any person who owns (or is considered as owning within the meaning of Code Section 318) more than five percent (5%) of the outstanding stock of a Participating Employer or stock possessing more than five percent (5%) of the total combined voting power of all stock of a Participating Employer. The rules of Code Sections 414(b), (c), and (m) shall not apply for purposes of applying these ownership rules. Thus, this ownership test shall be applied separately with respect to every Affiliated Company.

 

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(c) For purposes of this Section 19.2, the term “One Percent Owner” means any person who would be described in subsection 19.2(b) if “one percent (1%)” were substituted for “five percent (5%)” each place where it appears therein.

(d) For purposes of this Section 19.2, the rules of Code Section 318(a)(2)(C) shall be applied by substituting “five percent (5%)” for “fifty percent (50%).”

(e) For purposes of this Article 19, the term “Non-Key Employee” shall mean any Employee who is not a Key Employee.

(f) For purposes of this Article 19, the terms “Key Employee” and “Non-Key Employee” include their Beneficiaries.

19.3 Top-Heavy Status.

(a) The term “Top-Heavy Plan” means, with respect to any Plan Year —

(i) Any defined benefit plan if, as of the Determination Date, the present value of the cumulative accrued benefits under the Plan for Key Employees exceeds’ sixty percent (60%) of the present value of the cumulative accrued benefits under the plan for all Employees, and

(ii) Any defined contribution plan if, as of the Determination Date, the aggregate of the account balances of Key Employees under the Plan exceeds sixty percent (60%) of the present value of the aggregate of the account balances of all Employees under the plan.

For purposes of this subsection 19.3(a), the term “Determination Date” means, with respect to any Plan Year, the last day of the preceding Plan Year. In the case of the first Plan Year of any plan, the term “Determination Date” shall mean the last day of that Plan Year. The present value of account balances under a defined contribution plan shall be determined as of the most recent valuation date. The present value of accrued benefits under a defined benefit plan shall be determined as of the same valuation date as used for computing plan costs for minimum funding. The present value of the cumulative accrued benefits of a Non-Key Employee shall be determined under either:

(iii) the method, if any, that uniformly applies for accrual purposes under all plans maintained by affiliated companies, within the meaning of Code Section 414(b), (c), (m) or (o); or

(iv) if there is no such method, as if such benefit accrued not more rapidly than the lowest accrual rate permitted under the fractional accrual rate of Code Section 411(b)(1)(C).

 

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(b) Each plan maintained by a Participating Employer required to be included in an Aggregation Group shall be treated as a Top-Heavy Plan if the Aggregation Group is a Top-Heavy Group. If the Aggregation Group is not a Top-Heavy Group no plan in such group shall be a Top-Heavy Plan.

(i) The term “Aggregation Group” means —

(A) Each Plan of a Participating Employer in which a Key Employee is a Participant, and

(B) Each other plan of a Participating Employer which enables any plan described in paragraph (A) to meet the requirements of Code Section 401(a)(4) or 410.

Also, any plan not required to be included in an Aggregation Group under the preceding rules may be treated as being part of such group if the group would continue to meet the requirements of Code Sections 401(a)(4) and 410 with the Plan being taken into account.

(ii) The term “Top-Heavy Group” means any Aggregation Group if the sum (as of the Determination Date) of

(A) The present value of the cumulative accrued benefits for Key Employees under all defined benefit plans included in the group, and

(B) The aggregate of the account balances of Key Employees under all defined contribution plans included in the group exceeds sixty percent (60%) of a similar sum determined for all Employees.

(iii) For purposes of determining -

(A) The present value of the cumulative accrued benefit of any Employee, or

(B) The amount of the account balance of any Employee,

such present value or amount shall be increased by the aggregate distributions made with respect to the Employee under the plan during the five (5) year period ending on the Determination Date. The preceding rule shall also apply to distributions under a terminated plan which, if it had not been terminated, would have been required to be included in an Aggregation Group. Also, any rollover contribution or similar transfer initiated by the Employee and made after December 31, 1983 to a plan shall not be taken into account with respect to the transferee plan for purposes of determining whether such plan is a Top-Heavy Plan (or whether any Aggregation Group which includes such plan is a Top-Heavy Group).

 

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(c) If any individual is a Non-Key Employee with respect to any plan for any Plan year, but the individual was a Key Employee with respect to the Plan for any prior Plan Year, any accrued benefit for the individual (and the account balance of the individual) shall not be taken into account for purposes of this Section 19.3.

(d) If any individual has not received any Compensation from the Participating Employer (other than benefits under the Plan) at any time during the five (5) year period ending on the Determination Date, any accrued benefit for such individual (and the account balance of the individual) shall not be taken into account for Purposes of this Section 19.3. If an individual who previously was an Employee is reemployed after the above five year period, such Employee’s accrued benefit and account balance shall be included in determining the top heavy ratio.

19.4 Minimum Contributions. For each Plan Year in which the Plan is Top-Heavy, the minimum contributions for that year shall be determined in accordance with the rules of this Section 19.4.

(a) Except as provided below, the minimum contribution (including amounts deferred under a cash or deferred arrangement under Code Section 401(k)) for each Non-Key Employee who has not separated from Service as of the last day of the Plan Year shall be not less than three percent (3%) of his Compensation, regardless of whether the Non-Key Employee has less than 1,000 Hours of Service during such Plan Year or elected to make Compensation Deferral Contributions to the Plan for such year.

(b) Subject to the following rules of this subsection 19.4(b), the percentage set forth in subsection 19.4(a) above shall not be required to exceed the percentage at which contributions (including amounts deferred under a cash or deferred arrangement under Code Section 401(k)) are made (or are required to be made) under the Plan for the year for the Key Employee for whom the percentage is the highest for the year. This determination shall be made by dividing the contributions for each Key Employee by his 415 Compensation for the year. For purposes of this subsection 19.4(b), all defined contribution plans required to be included in an Aggregation Group shall be treated as one plan. However, the rules of this subsection 19,4(b) shall not apply to any plan required to be included in an Aggregation Group if the plan enables a defined benefit plan to meet the requirements of Code Sections 401(a)(4) or 410.

(c) The requirements of this Section 19.4 must be satisfied without taking into account contributions under chapter 2 or 21 of the Code, title II of the Social Security Act, or any other federal or state law.

(d) In the event a Participant is covered by both a defined contribution and a defined benefit plan maintained by a Participating Employer, both of which are determined to be Top-Heavy Plans, the defined benefit minimum, offset by the benefits provided under the defined contribution plan, shall be provided under the defined benefit plan.

 

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(e) For purposes of this Section 19.4, an Employee’s Compensation shall be as defined in Section 2.11.

19.5 Vesting Rules. The Plan at all times satisfies the minimum vesting requirements of Code Section 416.

19.6 Non-Eligible Employees. The rules of this Article 19 shall not apply to any Employee included in a unit of Employees covered by an agreement the Secretary of Labor finds to be a collective bargaining agreement between Employee representatives and one or more employers if there is evidence that retirement benefits were the subject of good faith bargaining between such Employee representatives and the Participating Employer or employers.

19.7 Top-Heavy Provision Amendment for Plan Years Beginning After December 31 2001.

(a) Anything to the contrary herein notwithstanding, this Section shall apply for purposes of determining whether the Plan is a top-heavy plan under Code Section 416(g) of for Plan Years beginning after December 31, 2001, and whether the Plan satisfies the minimum benefits requirements of Code Section 416(c) for such years. This Section modifies the rules in this Article 19 for Plan Years beginning after December 31, 2001.

(b) Determination of Top-Heavy Status.

(i) Key Employee. Key employee means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the determination date was an officer of the Participating Employer having annual compensation greater than $170,000 (as adjusted under Code Section 416(i)(1)), a 5-percent owner of the Participating Employer, or a 1-percent owner of the Participating Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Code Section 415(c)(3) (including any differential wage payment (as defined in Code Section 3401(11)(2)) made by a Participating Employer. The determination of who is a key employee will be made in accordance with Code Section 416(i)(1) and the applicable regulations and other guidance of general applicability issued thereunder.

(ii) Determination of Present Values and Amounts. This subsection shall apply for purposes of determining the present values of accrued benefits and the amounts of account balances of employees as of the determination date.

(A) Distributions During Year Ending on the Determination Date. The present values of accrued benefits and the amounts of account balances of an employee as of the determination date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Code Section 416(0(2) during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not

 

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been terminated, would have been aggregated with the plan under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting 5-year period for 1-year period.

(B) Employees Not Performing Services During Year Ending on the Determination Date. The accrued benefits and accounts of any individual who has not performed services for the Participating Employer during the 1-year period ending on the determination date shall not be taken into account.

(c) Minimum Benefits.

(i) Matching Contributions. Participating Employer Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Code Section 416(c)(2) and the Plan. The preceding sentence shall apply with respect to Matching Contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Participating Employer Matching Contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Code Section 401(m).

(ii) Contributions Under Other Plans. A Participating Employer may provide that the minimum benefit requirement shall be met in another plan (including another plan that consists solely of a cash or deferred arrangement which meets the requirements of Code Section 401(k)(12) and matching contributions with respect to which the requirements of Code Section 401(m)(11) are met).

(iii) The top-heavy requirements of Code Section 416 shall not apply in any year beginning after December 31, 2001, in which the Plan consists solely of a cash or deferred arrangement which meets the requirements of Code Section 401(k)(12) and matching contributions with respect to which the requirements of Code Section 401(m)(11) are met.

 

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ARTICLE 20

ESOP

Prior to the HPE-ES Merger, “Stock” in this Article referred to CSC Stock, and, for periods before the elimination of the CSRA Stock Fund, CSRA Stock as well. Following the HPE-ES Merger, “Stock” in this Article refers to DXC Technology Stock.

20.1 ESOP Accounts. Effective June 1, 2013, it is intended that the Accounts held in the Trust Fund in Stock under the Plan shall constitute a separate Employee Stock Ownership Plan (“ESOP”) within the meaning of Code Section 4975(e)(7) with respect to Participants who are currently or were formerly employed by a Participating Employer with respect to which Stock is considered to be “Employer Securities” within the meaning of that term under Code Section 409(1); provided, however, that a Participant who is employed by a Participating Employer or Affiliate or is a member of a designated employee group (in both cases as set forth in Appendix I hereof) shall not be considered a Participant in the ESOP during the time period he is employed by such ineligible employer or is a member of such ineligible group but only with respect to contributions or accretions to his Account occurring during such period of ineligibility. A Participant in the ESOP who ceases to be eligible for the ESOP due to the transfer of his employment to an employer that fails to be a Participating Employer with respect to which Stock is considered to be “Employer Securities” within the meaning of that term under Code Section 409(1) or that is excluded from participation in the ESOP under Appendix I hereof shall continue to be a Participant in the ESOP with respect to his Account balance held in the DXC Technology Stock Fund prior to the date on which his employment transfer caused such Participant to cease to be eligible for the ESOP. However, contributions (and earnings and gains thereon) made to the Plan on behalf of a transferred Participant on or after the date on which the Participant ceases to be eligible for the ESOP shall not become part of the ESOP during any period in which the Participant remains employed by an ineligible employer or is a member of an ineligible group in accordance with Appendix I hereof or is otherwise excludable from the ESOP with respect to post-transfer contributions and earnings. Assets held in the ESOP shall be invested primarily in Stock in accordance Code Section 4975(e)(7). Except as otherwise provided in this Article 20, the provisions of the Plan shall apply to and are made a part of the ESOP. A Beneficiary of a Participant in the ESOP whose Account balance was considered to be part of the ESOP as of the Participant’s death shall also be considered a Participant in the ESOP to the extent such Account balance (including reinvested dividends on Stock in the DXC Technology Stock Fund) remains in the DXC Technology Stock Fund following the Participant’s death. An alternate payee pursuant to a qualified domestic order, as defined in Code Section 414(p), whose Account balance was considered to be part of the ESOP as of the effective date of the qualified domestic relations order shall also be considered a Participant in the ESOP to the extent such Account balance (including reinvested dividends on Stock in the DXC Technology Stock Fund) remains in the DXC Technology Stock Fund following the effective date of the qualified domestic relations order.

 

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20.2 Exempt Loan. In the event the ESOP enters into an exempt loan, the following provisions shall apply:

(a) The proceeds of such exempt loan shall be used (i) to acquire qualifying Company securities, (ii) to repay such loan, and/or (iii) to repay a prior exempt loan. No security acquired with the proceeds of an exempt 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. The terms of each exempt loan shall meet the applicable requirements of Treasury Regulations Section 54.4975-7(b), including the requirements: (a) that the loan bear a reasonable rate of interest, be for a definite period (rather than payable on demand), and be without recourse against the Plan, and (b) that the only assets of the Plan that may be given as collateral is Stock purchased with the proceeds of that loan or with the proceeds of a prior exempt loan. The interest rate of an exempt loan and the price of the securities to be acquired with the proceeds of an exempt loan may not be such that plan assets are drained off. An exempt loan must be primarily for the benefit of the Participants and Beneficiaries of the Plan. Proceeds of an exempt loan must be used within a reasonable time to acquire Company Stock, to repay the exempt loan, or to repay a prior exempt loan. No person entitled to payment under an exempt loan shall have any right to assets of the ESOP other than collateral given for the exempt loan, contributions (other than contributions of Company Stock) made to repay such exempt loan, and earnings attributable to such collateral and the investment of such contributions. Payments made with respect to an exempt loan during a Plan Year must not exceed an amount equal to the sum of such contributions and earnings during such Plan Year less such payments in prior years. Such contributions and earnings must be accounted for separately in the books of account of the ESOP until the exempt loan is repaid. In the event of a default on an exempt loan, the assets transferred from the Plan may not exceed the amount of the default. If the lender is a disqualified person, the assets transferred may not exceed the amount then due under the payment schedule of the exempt loan. In the event that a Participant incurs a forfeiture, assets in the Participant’s Accounts other than Stock acquired with an exempt loan will be forfeited before such Stock is forfeited.

(b) Put Options. The Company shall issue a “Put Option” to each Participant (or each Participant’s Beneficiary) who receives a distribution of Stock if, at the time of such distribution, Stock is not then readily tradable on an established market, as defined in Code Section 408(h) and the regulation thereunder. The Put Option shall permit the Participant (or the Participant’s Beneficiary) to sell such Stock at its then fair market, as determined by an independent appraiser in accordance with the provisions of Section 20.2(e)(iv), to the Company at any time during the sixty-day period commencing on the date the Stock was distributed to the Participant (or the Participant’s Beneficiary), and, if not exercised within that period, the Put Option will temporarily lapse. The Plan Administrator shall extend the sixty-day period referred to in the immediately preceding sentence if such an extension is necessary in order for the Stock to be valued by an independent appraiser as of the applicable Valuation Date coincident with or immediately preceding the date the Stock was distributed to the recipient. As of the annual Valuation Date coincident with or immediately following the Plan Year in which such temporary lapse of the Put Option occurs, the independent appraiser shall determine the value of the Stock in accordance with the provisions of Section 20.2(e)(iv), and the Plan Administrator shall notify each distribute who did not exercise the initial Put Option prior to its temporary lapse in the preceding Plan Year of the revised value of the Stock. The time during which the Put Option may be exercised shall recommence on the date such notice or revaluation is given and shall permanently terminate sixty days thereafter. The Trustee may be permitted by the Company to purchase Stock put to the Company under a

 

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Put Option. Payment for Stock sold pursuant to a Put Option shall be made, as determined in the discretion of the Plan Administrator, in the following forms:

(i) If a Participant’s Account invested in the ESOP is distributed in a total distribution (that is, a distribution within one taxable year of the balance to the credit of the Participant’s Account invested in the ESOP), then payment for such Stock may be made with a promissory note that provides for substantially equal annual installments commencing within 30 days from the date of the exercise of the Put Option and over a period not exceeding five years, with interest payable at a reasonable rate (as determined by the Plan Administrator) on any unpaid installment balance, with adequate security provided, and without penalty for any prepayment of such installments; or

(ii) In a lump sum no later than 30 days after such Participant exercises the Put Option.

Except as otherwise provided in this Section, no shares of Stock held or distributed by the Trustee may be subject to a put, call or other option, or buy-sell or similar arrangement. The provisions of this Section are nonterminateble, and shall continue to be applicable to shares of Stock even if the Accounts invested in the ESOP under the Plan cease to be an employee stock ownership plan within the meaning of Code Section 4975(e)(7).

(c) The rights and protections as stated in subsections 20.2(a) and (b) are non-terminable.

(d) All assets acquired by the ESOP with the proceeds of an exempt loan will be added to and maintained in a suspense account. Stock acquired through an exempt loan shall be released from the suspense account as the exempt loan is repaid. For each Plan Year until the exempt loan is fully repaid, the number of shares of Stock released from the suspense account shall equal the number of unreleased shares immediately before such release for the current Plan Year multiplied by the “Release Fraction.” As used herein, the Release Fraction shall be a fraction the numerator of which is the amount of principal and interest paid on the exempt loan for such current Plan Year and the denominator of which is the sum of the numerator plus the principal and interest to be paid on such exempt loan for all future years during the duration of the term of such loan (determined without reference to any possible extensions or renewals thereof).

(e) Allocations, Forfeitures and Valuations.

(i) As at the end of each Plan Year, the ESOP must consistently allocate to the Participant’s Retirement Accounts non-monetary units representing Participants’ interests in assets withdrawn from the suspense account.

(ii) Interest with respect to securities acquired with the proceeds of an exempt loan must be allocated as income of the ESOP, except to the extent that the ESOP provides for the use of income from such securities to repay the loan.

 

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(iii) If a portion of a Participant’s Retirement Account is forfeited, qualifying Company securities allocated under this subsection 20.2(e) must be forfeited only after other assets.

(iv) Valuations must be made in good faith and based on fair market value. The fair market value of Company securities that are not readily tradable on an established securities market shall be determined by an independent appraiser, as defined in Code Section 401(a)(28)(C), in accordance with the provisions of ERISA Section 3(18). In the case of a transaction between the Plan and a disqualified person as described in Code Section 4975(e)(2), value must be determined as of the date of the transaction.

(v) Notwithstanding any provision of this Plan to the contrary, if shares of Stock are sold to the Plan by a shareholder in a transaction for which special tax treatment is elected by such shareholder (or his representative) pursuant to Code Section 1042, no allocation of such shares (or other assets in lieu thereof) may accrue or be allocated directly or indirectly under any plan of the Company meeting the requirements of Code Section 401(a) to the Accounts of:

(A) any person who owns (after the application of Code Section 318(a)) more than 25 percent of any class of the outstanding securities of the companies included in a controlled group of corporations, within the meaning of Code Section 414(b), that includes the Company; or

(B) during the Nonallocation Period, any person who sold shares to the Plan, and any person who is related to such shareholder (within the meaning of Code Section 267(b)), but excluding lineal descendants of such shareholder as long as no more than 5 percent of the aggregate amount of all Stock sold by such shareholder or any other relative of the lineal descendant in a transaction to which Code Section 1042 applies is allocated to lineal descendants of such shareholder during the Nonallocation Period.

The term “Nonallocation Period” means the period beginning on the date of sale and ending on the later of ten years after the date of sale or the date of allocation attributable to the final payment on the Acquisition Loan incurred with respect to the sale. An election under Code Section 1042 may not be made if the Company is an S corporation at the time of sale, but if such an election is made for a time when the Company is a C corporation the restrictions of this subsection shall continue to apply if the Company becomes an S corporation.

 

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(f) Retirement Accounts are Distributable Only in Stock. If securities acquired with the proceeds of an exempt loan available for distribution consist of more than one class, a Distributee must receive substantially the same proportion of each such class. In the event such distributable securities are not readily tradeable on an established market, a Participant has the right to require the Company to repurchase such securities within the time periods and in accordance with the methods described in Code Sections 409(h)(5) and (6). Income held by the ESOP for a 2-year period or longer must be distributed under the rule described in the first sentence of this subsection 20.2(f).

20.3 Distributions. Notwithstanding any provision of the Plan to the contrary, any portion of a Participant’s Account attributable to Stock acquired by the ESOP on or after January 1, 1987 and which has not been invested in accordance with Section 7.3 shall, at the election of the Participant and his Spouse Of required under subsection 9.4(b)(i)), be distributed not later than one (1) year after the close of the Plan Year (i) in which occurs the Participant’s Severance by reason of attainment of Normal Retirement Date, Total and Permanent Disability, or death, or (ii) which is the fifth Plan Year following the Plan Year in which occurs the Participant’s Severance for any reason other than those listed under (i) above, provided that the Participant is not reemployed prior to the close of such fifth Plan Year. It is intended that this Section 20.3 complies with the distribution rule set forth in Code Section 409(o)(1) with respect to amounts invested in the ESOP.

20.4 Treatment of Dividends.

(a) Whenever cash dividends are declared in respect of Stock held by the ESOP, Participants who are considered to be Participants in the ESOP on the dividends record date may make an election in respect of Stock deemed to be held in their Accounts under the ESOP no later than the ex-dividend date either to receive such dividends in a cash distribution from the ESOP or to have such dividends reinvested for their benefit in Stock to be held in the DXC Technology Stock Fund of the ESOP. Such election shall be offered and administered in accordance with Code Section 404(k)(2)(A)(iii), related Treasury Regulations and other official IRS guidance, including IRS Notice 2002-2. Participants who fail to make an affirmative election to receive a cash distribution of dividends shall be deemed to have made an election to have such dividends reinvested for their benefit in Stock to be held in the DXC Technology Stock Fund of the ESOP. Notwithstanding anything to the contrary herein, dividends paid in respect of Stock held by the ESOP shall be fully vested at all times effective for periods on or after June 1, 2013. Dividends paid in respect of Stock held by the ESOP shall be distributed to Participants or reinvested as soon as practicable following the dividends payment date in accordance with the election procedure described herein. Such dividends shall not be subject to the nondiscrimination provisions of the Code, including Code Sections 401(a)(4), 401(k), 401(m), 410(6), shall not be considered Annual Additions for purposes of Code Section 415 nor shall they be subject to the top heavy rules of Code Section 416. For purposes of this Section 20.4, a Beneficiary or an alternate payee described in Section 20.1 of the Plan shall be eligible to make the election described herein with respect to Stock held in the Beneficiary’s Account that is considered to be part of the ESOP no later than the ex-dividend date.

 

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(b) Upon the CSGov Separation, Participants who invested in the Computer Sciences Corporation Stock Fund prior to the CSGov Separation were entitled to the Special Dividend (i.e., the CSRA Stock dividend and cash dividend) on the same basis as other CSC shareholders. For these purposes, in the event the cash portion of the Special Dividend was paid either on CSC Stock or CSRA Stock, it was considered paid from “Employer Securities” as set forth in Section 20.1 of the Plan and Code Section 409(1). CSRA Stock was considered an “applicable employer security” as set forth in Code Section 404(k). A Participant’s election under Section 20.4(a) of the Plan that was in effect on the ex-dividend date for the Special Dividend was applied to the Special Dividend. If the Participant did not make an election to receive his or her dividends in cash before the Special Dividend ex-dividend date, the Special Dividend was automatically paid into the Plan.

20.5 Acquisition Loan. An “Acquisition Loan” means the issuance of notes, a series of notes or other installment obligations incurred by the Trustee, in accordance with the Trust, in connection with the purchase of Stock. An “exempt loan” is an Acquisition Loan that complies with the terms of Treasury Regulation Section 54.4975-7(b), Section 20.2, and of this paragraph. The term “Financed Shares” means shares of Stock acquired by the Trustee with the proceeds of an Acquisition Loan. The terms of each Acquisition Loan shall meet the applicable requirements of Treasury Regulations Section 54.4975-7(b), including the requirements: (a) that the loan bear a reasonable rate of interest, be for a definite period (rather than payable on demand), and be without recourse against the Plan, and (b) that the only assets of the Plan that may be given as collateral are Financed Shares purchased with the proceeds of that loan or with the proceeds of a prior Acquisition Loan. The interest rate of an Acquisition Loan and the price of the securities to be acquired with the proceeds of an Acquisition Loan may not be such that Plan assets are drained off. An Acquisition Loan must be primarily for the benefit of the Participants and Beneficiaries of the Plan. Proceeds of an Acquisition Loan must be used within a reasonable time to acquire Stock, to repay the Acquisition Loan, or to repay a prior Acquisition Loan. Proceeds of an Acquisition Loan may not be used to purchase life insurance. No person entitled to payment under an Acquisition Loan shall have any right to assets of the Plan other than collateral given for the Acquisition Loan, contributions (other than contributions of Stock) made to repay such Acquisition Loan, and earnings attributable to such collateral and the investment of such contributions. Payments made with respect to an Acquisition Loan during a Plan Year must not exceed an amount equal to the sum of such contributions and earnings during such Plan Year less such payments in prior years. Such contributions and earnings must be accounted for separately in the books of account of the Plan until the exempt loan is repaid. In the event of a default of an Acquisition Loan, the assets transferred from the Plan may not exceed the amount of the default. If the lender is a disqualified person, the assets transferred may not exceed the amount then due under the payment schedule of the Acquisition Loan. Notwithstanding any other provision in this Plan to the contrary, assets may be transferred upon default of an Acquisition Loan to a lender who is a disqualified person up to the limits specified in this paragraph.

 

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ARTICLE 21

AFTER-TAX MERGED ACCOUNTS

21.1 Coverage. The provisions of this Article 21 shall apply effective as of January 1, 1996 to any Participant whose benefits under the qualified plan of his previous employer includes Account balances containing after-tax employee contributions which are attributable to the merger of assets of a qualified retirement plan of the previous employer into this Plan. The purpose of this Article 21 is to allow the Plan to accept such account balances and to provide for the administration of such account balances.

21.2 After-Tax Merged Account. In addition to the Accounts defined in Section 2.1 of this Plan, there is hereby created an additional Account to be known as an “After-Tax Merged Account,” which shall mean the account established and maintained for a Participant to record amounts held in the Trust Fund which are attributable to Participant transfer contributions or plan to plan transfers of after-tax employee contribution account balances of such Participant. The provisions of this Plan applicable to a Merged Account shall apply also to an After-Tax Merged Account.

21.3 Withdrawals. While still an Employee, a Participant may, upon at least thirty (30) days’ written notice to the Committee, make a withdrawal from his After-Tax Merged Account of any amount up to the entire amount thereof. The maximum amount subject to withdrawal under this Section 21.3 shall be determined as of the Valuation Date immediately following the Committee’s determination authorizing the withdrawal. A Participant who makes a withdrawal under this Section 21.3 shall not be eligible to again make a withdrawal under this Section 21.3 prior to the first anniversary of the date the Participant’s most recent withdrawal under this Section 21.3 was distributed to him.

21.4 Effect on Other Plan Provisions. Nothing contained in this Article 21 shall be deemed to create arty right in any Participant to make after-tax employee contributions to this Plan nor shall this Article 21 create any additional rights beyond those required to effectuate the creation and administration of the After-Tax Merged Accounts.

 

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Execution of the Plan

IN WITNESS WHEREOF, an authorized delegate of the DXC Technology Employee Benefits Settlor Committee has executed this amendment and restatement of the Plan, effective as of April 1, 2017.

 

DXC TECHNOLOGY EMPLOYEE
BENEFITS SETTLOR COMMITTEE
By:   /s/ Eduardo J. Nunez
Name:   Eduardo J. Nunez
Title:   SVP Total Rewards
Date:   3/30/17

 

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Appendix A

Special Provisions From Certain Prior Plans

Notwithstanding anything in the Plan to the contrary, the provisions of this Appendix A shall govern as applied to employees at the locations or entities listed below who were employed by their prior employer and/or were participants in a prior plan, as applicable, on the date immediately prior to becoming an Employee of the Company or a Participating Employer (in conjunction with a Company-related acquisition, outsourcing agreement or transaction):

SECTION A LogMod

 

  A.01 Matching Contributions. For periods prior to January 5, 2013, with respect to former LogMod employees who were not receiving annuity payments from the United States government pension plan (e.g. CSRS or FERS) on the Eligibility Date, the Matching Contributions made pursuant to subsection 5.1(a)(iii) are equal to 100 percent (100%) on the first five percent (5%) of the Compensation Deferral Contributions made by these Participants.

SECTION B Eagle Alliance

 

  B.01 Applicability. This Section C serves to reflect the terms available to the Eagle Alliance employees who are characterized as former employees of NSA and who were not receiving annuity payments from the United States government pension plan (e.g. CSRS or FERS) on November 1, 2001.

 

  B.02 Matching Contributions. For periods prior to January 5, 2013, the Matching Contributions provided under subsection 5.1(a)(iii) to employees of Eagle Alliance shall be increased to

 

  (a) one hundred percent (100%) of the first eight percent (8%) of the Compensation Deferral Contribution if an Eagle Alliance employee did not elect coverage under the Eagle Alliance Employee Pension Plan; and

 

  (b) one hundred percent (100%) of the first five percent (5%) of the Compensation Deferral Contribution if the Eagle Alliance Participant elected coverage under the Eagle Alliance Employee Pension Plan.

SECTION C Former DynCorp Employees Whose Accounts Were Transferred On January 12, 2004

 

  C.01 Applicability. This Section D serves to reflect the terms available to a former DynCorp employee who was a participant in the DynCorp Savings and Retirement Plan (“SARP”) immediately before becoming an Employee of the Company and whose account balance under SARP was transferred to the Plan on January 12, 2004 (“SARP Transferred Employee”):

 

98


  C.02 Vesting Schedule. With respect to individuals whose Accounts under SARP, as defined by SARP, transferred from SARP to the Plan on January 12, 2004, the following vesting schedule shall apply:

 

  (a) A SARP Transferred Employees’s Matching Employer Contribution Account, Supplemental Matching Employer Account, and Discretionary Employer Contribution Account (all as defined in Section 1.01 of the SARP) shall vest in accordance with the following table:

 

Years of Service

   Vesting Percentage  

Less than 1

     0

1 or more

     100

 

  (b) A SARP Transferred Employees’s ESOP Account (as defined in Section 1.01 of the SARP) shall vest in accordance with the following table:

 

Years of Service

   Vesting Percentage  

Less than 2

     0

2 but less than 3

     50

3 but less than 4

     75

4 or more

     100

 

  C.03 Pre-2001 Matching Contribution Diversification. Effective September 1, 2004, a SARP Transferred Employee may diversify the investments in his Matching Employer Contribution Account (as defined in the SARP) as provided in the Plan Section 7.3 upon the attainment of age 55 and five years of participation in the Plan (including participation in SARP).

 

  C.04 SARP ESOP Distributions. Upon reaching fifty-five (55) years of age and five (5) years of participation in this Plan (including participation in SARP), a SARP Transferred Employee has the right to elect distributions of all or part of his ESOP Account, as defined under the SARP, that were transferred from the SARP to the Plan on January 12, 2004 (including any earnings or losses). Notwithstanding the foregoing, immediately upon a SARP Transferred Employee’s Severance, such employee may elect to receive his Account (including the employee’s ESOP Account, if elected by the SARP Transferred Employee) in a lump sum distribution or in installment payments over five (5) years.

 

  C.05

In-Kind ESOP Account Distributions. A SARP Transferred Employee who has attained age fifty-five (55) and completed at least ten (10) years of participation in this Plan (including participation in SARP) may elect to receive an in-kind distribution of twenty-five percent (25%) of the shares of Stock in such Participant’s ESOP Account, as then defined under SARP. Such Participant has the right to make such an election within ninety (90) days of the close of any Plan Year within the six (6) year period starting with the Plan Year in which such Participant completes ten (10) years of participation in this Plan (including participation in SARP) and attains age fifty-five (55). During the sixth (6th) year

 

99


of this period, an eligible Participant has the right to elect to receive an in-kind distribution of fifty percent (50%) of the shares of Stock in such Participant’s ESOP Account, less any amounts previously distributed pursuant to this distribution option.

SECTION D Former DynCorp Employees Whose Accounts Were Merged into this Plan Effective July 1, 2004

 

  D.01 Applicability. This Section E serves to reflect the terms available to former participants in SARP and the DynCorp Capital Accumulation and Retirement Plan (“CAP”) whose SARP and/or CAP Accounts were merged into this Plan on account of the mergers of SARP and CAP into this Plan on July 1, 2004 (“SARP Merged Employees” and “CAP Merged Employees”).

 

  D.02 Eligibility. CAP Merged Employees who are covered by a collective bargaining agreement that provides for participation in CAP shall be eligible to participate in the Plan under Section 3.1. In addition, such individuals shall not be subject to the age requirement under Section 3.1 of the Plan if such collective bargaining agreement does not contain an age requirement.

 

  D.03 Compensation. For CAP Merged Employees who are covered by a collective bargaining agreement that provides for participation in CAP, for purposes of determining the amount of Compensation Deferral Contributions made under the Plan, Matching Contributions, and Discretionary Employer Contributions, Compensation shall mean, for any applicable period, the total remuneration that is paid to such CAP Merged Employee for services performed for a Participating Employer reportable for federal income tax purposes as provided under Section 3401(a) of the Code on IRS Form W-2, including any Compensation Deferral Contributions made on behalf of the Participant under this Plan, and any contributions made by salary reduction to a plan or program established in accordance with Section 125, 129, 132(f), or 457 of the Code. Compensation shall exclude premiums paid to a life insurance plan of a Participating Employer for additional coverage above $50,000; the value of car or commuting allowances provided by a Participating Employer; reimbursements for expenses; and any other fringe benefits, and, for Highly Compensated Employees, shall also exclude distributions of compensation deferred during a prior period and earnings thereon, supplemental executive retirement plans, and long-term incentive plan awards or distributions, such as restricted stock and stock options. Anything herein to the contrary notwithstanding, a CAP Merged Employee’s Compensation shall not exceed the limitations of Section 401(a)(17)(A) of the Code for any Plan Year, subject to any adjustments to reflect any increases in the cost of living as determined by the Secretary of the Treasury or any other adjustments pursuant to Section 401(a)(17)(B) of the Code.

 

  D.04

Special SCA Discretionary Contributions. For all Plan Years, a Participating Employer may make a special discretionary contribution, to be known as a “Special SCA Discretionary Contribution,” to SARP Merged Employees or CAP

 

100


  Merged Employees who are not Highly Compensated Employees but who are “Service Employees” as defined in Section 22.1001 of the Federal Acquisition Regulations, provided, however that Special SCA Discretionary Contributions shall be allocated to each eligible SARP Merged Employee or CAP Merged Employee on the basis of hours paid, not to exceed 40 hours per work week. Special SCA Discretionary Contributions may be made by a Participating Employer in the form of cash, Stock or a combination thereof, or the Participating Employer may make cash contributions to the Trust to be used by the Trust to obtain Stock to satisfy the Special SCA Discretionary Contributions. Special SCA Discretionary Contributions shall be fully (100%) vested after the SARP Merged Employee or CAP Merged Employee attains one (1) Year of Service.

Notwithstanding any other provision of this Section E.04, and in accordance with Section 3.07 of the SARP and CAP, except in the case of such contributions as are provided for in a collective bargaining agreement or are specified in Appendix B of the SARP and/or Appendix B of the CAP, the amount of Special SCA Discretionary Contributions or a decision not to make such Special SCA Discretionary Contributions must be authorized in advance specifically by the Company. Certain Special SCA Discretionary Contributions made under the Plan are subject to the special conditions and terms referenced in Appendix B of the SARP and/or Appendix B of the CAP.

 

  D.05 Special SCA Compliance Contributions. For all Plan Years, a Participating Employer may also make a separate discretionary contribution in addition to, or in lieu of, the Special SCA Discretionary Contribution, to be known as a “Special SCA Compliance Contribution” to SARP Merged Employees or CAP Merged Employees who are not Highly Compensated Employees and who are “Service Employees,” as defined in Section 22.1001 of the Federal Acquisition Regulations. The Special SCA Compliance Contribution shall be made in an amount necessary to satisfy the area wage determination, consistent with the requirements of the Service Contract Act, on a basis other than hours worked per week, as determined by the Plan Administrator. Special SCA Compliance Contributions may be made by a Participating Employer in the form of cash, Stock or a combination thereof, or the Participating Employer may make cash contributions to the Trust to be used by the Trust to obtain Stock to satisfy the Special SCA Compliance Contributions. Special SCA Compliance Contributions shall be fully (100%) vested after the SARP Merged Employee or CAP Merged Employee attains one (1) Year of Service.

Notwithstanding any other provision of this Section E.05, and in accordance with Section 3.07 of the SARP and CAP, except in the case of such contributions as are provided for in a collective bargaining agreement or are specified in Appendix B of the SARP and/or Appendix B of the CAP, the amount of Special SCA Compliance Contributions or a decision not to make such Special SCA Compliance Contributions must be authorized in advance specifically by the Company. Certain Special SCA Compliance Contributions made under the Plan are subject to the special conditions and terms referenced in Appendix B of the SARP and/or Appendix B of the CAP.

 

101


  D.06 Matching Contributions. SARP Merged Employees will become eligible for Matching Contributions and Discretionary Employer Contributions at the time provided under subsection 5.1(a)(iii) of the Plan; provided, however, no waiting period will apply to the following individuals: (a) individuals who are classified as Service Employees as that term was defined in SARP immediately prior to the mergers; and (b) individuals who are covered by a collective bargaining agreement that does not contain a waiting period requirement. A Participating Employer may make Matching Contributions in the form of cash, Stock or a combination thereof, or the Participating Employer may make cash contributions to the Trust to be used by the Trust to obtain Stock to satisfy the Matching Contributions. Except as provided by the last sentence of the last paragraph of this Section E.06, Matching Contributions received by the Trust shall, unless contrary to ERISA, be invested in the DXC Technology Stock Fund. Except as provided in Section E.03 of this Appendix, the definition of Compensation set forth in Section 2.11 will be used to determine such Matching Contributions.

CAP Merged Employees will become eligible for Matching Contributions and Discretionary Employer Contributions at the time provided under subsection 5.1(a)(iii) of the Plan; provided, however, no waiting period will apply to the following individuals: (a) individuals who are classified as Service Employees as that term was defined in CAP immediately prior to the mergers; and (b) individuals who are covered by a collective bargaining agreement that does not contain a waiting period requirement. A Participating Employer may make Matching Contributions in the form of cash, Stock or a combination thereof, or the Participating Employer may make cash contributions to the Trust to be used by the Trust to obtain Stock to satisfy the Matching Contributions. Except as provided by the last sentence of the following paragraph, Matching Contributions received by the Trust shall, unless contrary to ERISA, be invested in the DXC Technology Stock Fund. Except as provided in Section E.03 of this Appendix, the definition of Compensation set forth in Section 2.11 will be used to determine such Matching Contributions.

Except as provided in Appendix B of the CAP and Appendix B of the SARP, a Participating Employer may only make a Matching Contribution if such Contribution, and the amount of such Matching Contribution, has been authorized by the Plan Administrator. Certain Matching Contributions made under the CAP and/or SARP are subject to the special conditions set forth in Appendix B of the CAP and Appendix B of the SARP, which may cause such Matching Contributions to be invested in an Investment Fund other than the DXC Technology Stock Fund.

 

  D.07

Discretionary Employer Contributions. A Participating Employer may make Discretionary Employer Contributions, as defined hereunder, which shall be allocated to each eligible SARP Merged Employee’s Account or CAP Merged

 

102


  Employee’s Account in an amount equal to at least 1% of the Participant’s Compensation for SARP Merged Employees and 2% of the Participant’s Compensation for CAP Merged Employees; provided that in any Plan Year, the Discretionary Employer Contributions on behalf of certain Participants who are employees of a division, organizational unit, work location facility or other group affiliated or associated with the Participating Employer, as designated by the Participating Employer (“Participating Unit”), when expressed as a percentage of the aggregate Compensation of such Participants, may, but need not be, the same as the contribution on behalf of the Participants who are employees of another Participating Unit. The Discretionary Employer Contributions made pursuant to this Section E.07 shall be made in a manner that is nondiscriminatory and that meets all of the applicable qualification requirements under the Code. The Participating Employer may designate whether or not the Participant must be an active Employee on the last day of the applicable period in order to be eligible for a share in the Discretionary Employer Contribution. The Participating Employer may make Discretionary Employer Contributions in the form of cash, Stock or a combination thereof, or the Participating Employer may make cash contributions to the Trust to be used by the Trust to purchase Stock to satisfy the Discretionary Employer Contributions. Except as provided by the last sentence of the following paragraph, Discretionary Employer Contributions received by the Trust shall, unless contrary to ERISA, be invested in the DXC Technology Stock Fund. Except as provided in Section E.03 of this Appendix, the definition of Compensation set forth in Section 2.11 will be used to determine such Discretionary Employer Contributions.

Notwithstanding the foregoing, except in the case of such Contributions as are provided for in a collective bargaining agreement or are specified in Appendix B of the CAP or Appendix B of the SARP, the amount of a Discretionary Employer Contribution or a decision not to make such Discretionary Employer Contribution must be authorized in advance specifically by the Company. Certain Discretionary Employer Contributions made under the CAP and SARP are subject to the special conditions and terms referenced in Appendix B of the CAP and Appendix B of the SARP, which may cause such Discretionary Employer Contributions to be invested in an Investment Fund other than the DXC Technology Stock Fund.

 

  D.08 ESOP Distributions. Upon reaching fifty-five (55) years of age and five (5) years of participation in the Plan (including participation in SARP or CAP), a SARP Merged Employee or a CAP Merged Employee may elect a distribution of all or part such Participant’s ESOP Account, as defined under SARP and CAP immediately prior to the mergers and as classified as such under this Plan (“SARP ESOP Account” and “CAP ESOP Account”), that was merged into the Plan on July 1, 2004 (including earnings and losses). Notwithstanding the foregoing, immediately upon a SARP Merged Employee’s or CAP Merged Employee’s Severance, such employee may elect to receive his Account (including the employee’s SARP ESOP Account or CAP ESOP Account, as applicable, if elected by the SARP Merged Employee or CAP Merged Employee) in a lump sum distribution or in installment payments over five (5) years.

 

103


  D.09 In-Kind ESOP Account Distributions. A SARP Merged Employee or a CAP Merged Employee who attains age fifty-five (55) and completes at least ten (10) years of participation in the Plan (including participation in SARP or CAP) may elect to receive an in-kind distribution of twenty-five percent (25%) of the shares of Stock in such Participant’s SARP ESOP Account or CAP ESOP Account, as applicable. Such a Participant has the right to make such an election within ninety (90) days of the close of any Plan Year within the six (6) year period starting with the Plan Year in which such Participant completes ten (10) years of participation in the Plan (including participation in SARP and CAP) and attains age fifty-five (55). During the sixth (6th) year of this period, an eligible Participant has the right to elect to receive an in-kind distribution of fifty percent (50%) of the shares of Stock in such Participant’s SARP ESOP Account and/or CAP ESOP Account, as applicable, less any amounts previously distributed pursuant to this distribution option.

 

  D.10 Vesting Schedule. With respect to SARP Merged Employees and CAP Merged Employees, as well as contributions made on or after July 1, 2004 on behalf of Participants employed by an Affiliated Company that adopted the Plan on July 1, 2004, provided such contributions are made during the Participant’s employment with the Affiliated Company, the following vesting schedule shall apply:

 

  (c) A SARP Merged Employee’s or CAP Merged Employee’s Matching Employer Contribution Account (as defined under the SARP and/or CAP), Matching Contribution Account, Supplemental Matching Employer Account (as defined under the SARP and/or CAP), and Discretionary Employer Contribution Account (as defined under the SARP and/or CAP) shall vest in accordance with the following table:

 

Years of Service

   Vesting Percentage  

Less than 1

     0

1 or more

     100

 

  (d) A Participant’s SARP ESOP Account or CAP ESOP Account shall vest in accordance with the following table:

 

Years of Service

   Vesting Percentage  

Less than 2

     0

2 but less than 3

     50

3 but less than 4

     75

4 or more

     100

 

  D.11 Columbus Participants Vesting Schedule. A CAP Merged Employee who is an hourly paid Participant, other than a Highly Compensated Employee, who currently is employed at Columbus (Mississippi) Air Force Base, shall be fully (100%) vested in his Account.

 

104


  D.12 Matching Contributions Investments. Notwithstanding anything in the Plan to the contrary, Matching Contributions made on behalf of Participants who are represented by the California Department of Forestry unions may be reinvested in accordance with Section 7.3 of the Plan.

 

  D.13 Pre-2001 Matching Contribution Diversification. Effective September 1, 2004, a SARP Merged Employee or CAP Merged Employee may diversify the investments in his Matching Employer Contribution Account (as defined in the SARP or CAP) as provided in Section 7.3 of the Plan upon the attainment of age 55 and five years of participation in the Plan (including participation in SARP and CAP).

 

  D.14 Company Stock Investment Restrictions. With respect to any Salary Deferral Contributions, as defined under the SARP, which were made before March 7, 2003, which the SARP Merged Employee initially elected to invest in the Company Stock Fund (as defined in the SARP), and Matching Employer Contributions, Supplemental Matching Employer Contributions and Discretionary Employer Contributions, all as defined under SARP, made on or after January 1, 2001 and prior to July 1, 2004, which are invested in the Company Stock Fund, as then defined under the SARP, such contributions may not be reinvested in other Investment Funds until the expiration of four full calendar quarters following the end of the payroll period to which such contributions relate.

With respect to any Salary Deferral Contributions, as defined under the CAP, which were made before March 7, 2003, which the CAP Merged Employee initially elected to invest in the Company Stock Fund (as defined in the CAP), and Matching Employer Contributions, Supplemental Matching Employer Contributions and Discretionary Employer Contributions, all as defined under the CAP, made on or after January 1, 2001 and prior to July 1, 2004, which are invested in the Company Stock Fund, as then defined under the CAP, such contributions may not be reinvested in other Investment Funds until the expiration of eight full calendar quarters following the end of the payroll period to which such contributions relate.

SECTION E CSC Information Systems LLC

 

  E.01 Eligibility Date. Former CSC Information Systems LLC employees who are covered by a collective bargaining agreement that as of December 20, 2003 provided for participation in CAP are eligible to participate in the Plan on December 20, 2003. In addition, such individuals shall not be subject to the age requirement under Section 3.1 if such collective bargaining agreement does not contain an age requirement.

 

105


  E.02 Matching Contributions. Instead of becoming eligible for Matching Employer Contributions at the time provided under subsection 5.1(a)(iii), no waiting period will apply to any of these individuals who are covered by a collective bargaining agreement that does not contain a waiting period requirement. The Matching Contributions made pursuant to subsection 5.1(a)(iii) shall be equal to one hundred percent (100%) on first ten percent (10%) of the Compensation Deferral Contributions made by these Participants.

SECTION F CSC Outsourcing Inc.

 

  F.01 Eligibility-Age Requirement. Individuals represented by the Communications Workers of America Union (“CWA Union”), the International Association of Machinists and Aerospace Workers Union (“IAM Union”), the Marine Draftsmen’s Association Union (“MDA Union”), or the Office & Professional Employees International Union (“OPEIU Union”) who are eligible for the Plan shall not be subject to the age requirement under Section 3.1 of the Plan if the individual’s applicable collective bargaining agreement does not contain an age requirement.

 

  F.02 After-Tax Contributions.

 

  (e) Individuals represented by the CWA Union shall be able to make after-tax contributions to the Plan in whole-percentage increments, from one percent (1%) to sixteen percent (16%) of the individual’s base pay.

 

  (f) Individuals represented by the IAM Union or the OPEIU Union shall be able to make after-tax contributions to the Plan in whole-percentage increments, from one percent (1%) to twenty-five percent (25%) of the individual’s base pay; provided, however, that such individuals may not elect to make pre-tax contributions to the Plan under Section 4.1 at the same time the individual has elected to make such after-tax contributions.

 

  (g) Individuals represented by the MDA Union shall be able to make after-tax contributions to the Plan in whole-percentage increments, from one percent (1%) to twenty-five percent (25%) of the individual’s base pay; provided, however, that such individuals may not elect to make pre-tax contributions to the Plan under Section 4.1 at the same time the individual has elected to make such after-tax contributions. Once such an individual represented by the MDA Union ceases making after-tax contributions to the Plan, the after-tax contribution option is no longer available to that individual, and the individual may only make pre-tax contributions to the Plan.

 

  F.03

After-Tax Contribution Deferral Elections—HSP Plan. For individuals represented by the IAM Union, the OPEIU Union, or the MDA Union, such individuals’ contribution deferral elections for after-tax contributions in effect under the CSC Outsourcing Inc. Hourly Savings Plan (“HSP Plan”) as of

 

106


  December 31, 2004 shall be “mapped” into the Plan as indicated in the chart below for the paycheck received on January 7, 2005, and such elections shall apply for each paycheck thereafter until changed by an election by the individual.

 

HSP Plan, after-tax election at 12/31/04

(first $12.01 per hour of base pay)

   Plan after-tax contribution rate
(starting January 7, 2005)
 

0%

     0

2%

     1

4%

     2

6%*

     3 %* 

8%

     5

10%**

     5

 

* Provided, however, for Participants in this group who also elected 6% on base pay over $12.01, the after-tax contribution rate for the Plan shall be 4%
** Provided, however, for Participants in this group who also elected 6% on base pay over $12.01, the after-tax contribution rate for the Plan shall be 9%

 

  F.04 Pre-Tax Contributions.

 

  (h) The maximum pre-tax Contributions Deferral Percentage under Section 4.1 of the Plan for individuals represented by the CWA Union shall be sixteen percent (16%), not fifty percent (50%).

 

  (i) The maximum pre-tax Contributions Deferral Percentage for individuals represented by the IAM Union, the OPEIU Union, or the MDA Union shall be as set forth in Section 4.1 of the Plan.

 

  F.05 Contribution Deferral Elections-CUTW Plan. For individuals represented by the CWA Union, such individuals’ contribution deferral elections for pre-tax contributions, after-tax contributions, and Catch-up Contributions in effect under the CSC Outsourcing Inc. CUTW Hourly Savings Plan as of December 31, 2004 shall continue in effect for purposes of the Plan for paychecks received on or after January 7, 2005, until changed by an election by the individual.

 

  F.06 Catch-Up Contributions. Individuals represented by the IAM Union, the OPEIU Union, or the MDA Union shall be able to make Catch-up Contributions for paychecks received on or after January 7, 2005.

 

  F.07 Matching Contributions.

 

  (j)

Matching Contributions pursuant to subsection 5.1(a)(iii) of the Plan for individuals represented by the CWA Union shall be equal to sixty-six and two-thirds cents (66 2/3 cents) for every dollar contributed by the individual (whether pre-tax, after-tax, or a combination thereof) up to the first 6% of the individual’s base pay, and all such Matching Contributions shall be invested in the DXC Technology Stock Fund. All Matching

 

107


  Contributions made on behalf of individuals represented by the CWA Union shall not be subject to the vesting schedule in Section 8.2 of the Plan and shall at all times be 100% vested.

 

  (k) With regard to individuals represented by the IAM Union, the OPEIU Union, or the MDA Union, Matching Contributions under subsection 5.1(a)(iii) of the Plan shall be equal to sixty percent (60%) of the first four percent (4%) of the individual’s after-tax contributions, and forty percent (40%) of the next four percent (4%) of the individual’s after-tax contributions, up to 8% of the individual’s base compensation, for those individuals who make after tax contributions under the Plan. All such Matching Contributions shall be invested in the DXC Technology Stock Fund, and shall not be subject to the vesting schedule in Section 8.2 of the Plan but rather shall become 100% vested after the individual completes three (3) years of service.

SECTION G Mission Solutions Engineering LLC

 

  G.01 Investment in the DXC Technology Stock Fund. Participants who are employees of Mission Solutions Engineering LLC (“MSE employees”) shall not be permitted to make new investment elections to invest their Accounts into the DXC Technology Stock Fund, and shall not be permitted to make transfers of amounts in their Accounts into the DXC Technology Stock Fund. This restriction applies to contributions in a Participant’s Account made by the Employer or the Participant while the Participant is an MSE employee as well as to contributions to a Participant’s Account made by the Employer or the Participant while the Participant was or is employed by the Company or any other Participating Employer. (For avoidance of doubt: contributions in a Participant’s Account that were previously invested into the DXC Technology Stock Fund prior to the date the Participant becomes an MSE employee shall be permitted to remain in the DXC Technology Stock Fund, and investment elections out of, transfers out of, and changes to the Participant’s investment elections that move such contributions out of the DXC Technology Stock Fund are permitted.) (For further avoidance of doubt: A paycheck received from the Company for services performed prior to the date the Participant becomes an MSE employee, but received on or after the date the Participant becomes an MSE employee, is not Compensation received from Mission Solutions Engineering LLC, and is treated as Compensation “previously invested” for the purposes of this Section 1.01.

 

  G.02

Investment of Participant’s Account. If an MSE employee does not make an affirmative investment election for investment of the contributions made to the Participant’s Account with respect to Compensation received from Mission Solutions Engineering LLC, such contributions shall be invested in the qualified default investment alternative fund designated by the Committee and specified in Appendix G to the Plan unless and until the Participant otherwise directs pursuant to Section 7.3. (For avoidance of doubt: All MSE employees are treated as “new hires” for Plan purposes, and as such are subject to the Automatic Enrollment

 

108


  provisions contained in Section 4.2, and in all events, as specified in Section 1.01, the DXC Technology Stock Fund is not available to MSE employees for investment of contributions made to the Participants’ Accounts with respect to Compensation received from Mission Solutions Engineering LLC.) (For further avoidance of doubt: A paycheck received from the Company for services performed prior to the date the Participant becomes an MSE employee, but received on or after the date the Participant becomes an MSE employee, is not Compensation received from Mission Solutions Engineering LLC and therefore not subject to this Section 1.02.)

SECTION H Image Solutions, Inc.

 

  H.01 Applicability. This Section H serves to reflect the terms applicable to a former employee of Image Solutions, Inc. who was a participant in the Image Solutions, Inc. Thrift Incentive Plan (the “ISI Plan”) immediately before becoming an Employee of the Company and whose account balance under the ISI Plan was transferred to the Plan on March 1, 2011 (“Former ISI Participant”).

 

  H.02 Vesting Schedule. With respect to matching contribution and profit-sharing contribution amounts under the 151 Plan that were transferred from the ISI Plan to this Plan on March 1, 2011, the following vesting schedule shall apply:

 

Years of Service

   Vesting Percentage  

Less than 2

     0

2 but less than 3

     20

3 but less than 4

     40

4 but less than 5

     60

5 but less than 6

     80

6 or more

     100

For avoidance of doubt: The vesting schedule described in this Section H.02 shall apply to the paychecks issued by Image Solutions, Inc. for services rendered prior to March 1, 2011, including the paychecks issued on February 28, 2011 and March 8, 2011.

 

  H.03 Service Crediting. For purposes of crediting service to Former ISI Participants under Article 8 of the Plan, the method previously used by the NI Plan for crediting service, for past service periods, shall be converted from Hours of Service into the elapsed time method.

SECTION I Centauri Solutions

 

  I.01 Applicability. This Section I serves to reflect the terms applicable to a former employee of Centauri Solutions who was a participant in the Centauri Solutions 401(k) Profit Sharing Plan (the “Centauri Plan”) immediately before becoming an Employee of the Company and whose account balance under the Centauri Plan was transferred to the Plan on April 2, 2011 (“Former Centauri Participant”).

 

109


  I.02 Vesting Schedule. With respect to matching contribution and profit-sharing contribution amounts under the Centauri Plan that were transferred from the Centauri Plan to this Plan on April 2, 2011, the following vesting schedule shall apply:

 

Years of Service

   Vesting Percentage  

Less than 1

     0

1 or more

     100

 

  1.03 Service Crediting. For purposes of crediting service to Former Centauri Participants under Article 8 of the Plan, the method previously used by the Centauri Plan for crediting service, for past service periods, shall be converted from Hours of Service into the elapsed time method.

SECTION J First Consulting Group, Inc.

 

  J.01 Applicability. This Section J serves to reflect the terms available to former employees of (i) FCG Software Services, Inc.; (ii) FCG CSI, Inc.; or (iii) Zorch, Inc. who (i) became employees of the Company or CSC Consulting, Inc. on or after March 29, 2008; (ii) are former participants in First Consulting Group, Inc. Associate 401(k) and Stock Ownership Plan (the “FCG Plan”); and (iii) whose Accounts, as defined by the FCG Plan and as classified under this Plan upon merger of the FCG Plan on April 10, 2008, were merged into this Plan on account of the merger of the FCG Plan into this Plan (“FCG Merged Employees”).

 

  J.02 Eligibility Date. FCG Merged Employees were eligible to enter the Plan on March 29, 2008 provided such employees met the Plan’s eligibility requirements.

 

  J.03 Applicable Payrolls. For avoidance of doubt, FCG paychecks for services rendered through March 28, 2008, including FCG paychecks issued on March 28, 2008 (the “FCG March Paychecks”) and FCG paychecks issued on or about April 15, 2008 (the “FCG April Paychecks”), as well as all FCG paychecks issued prior to April 10, 2008, are paychecks for services rendered to FCG prior to the April 10, 2008 merger of the FCG Plan into the Plan and are governed by employee deferral elections and investment elections under the FCG Plan, even though some of those pay deferrals were not actually segregated from employer funds and deposited into the trust until after April 10, 2008.

In addition, for avoidance of doubt, paychecks from CSC issued on April 11, 2008 (for the pay period ending April 4, 2008), as well as all CSC paychecks issued after April 10, 2008, are CSC paychecks and are governed by employee deferral elections and investment elections under the Plan.

 

  J.04

Vesting Schedule. With respect to FCG Merged Employees, the following vesting schedule shall apply to the assets in the Accounts of FCG Merged Employees merged into this Plan on account of the merger of the FCG Plan into this Plan that were previously in the FCG Merged Employees’ Matching

 

110


  Contributions Account, ASOP Matching Contributions Account, First Share Account, Profit Sharing Account, ASOP Profit Sharing Account, or Special Contribution Account in the FCG Plan:

 

Years of Service

   Vesting Percentage  

Less than 1

     0

1 but less than 2

     20

2 but less than 3

     40

3 but less than 4

     60

4 but less than 5

     80

5 or more

     100

SECTION K Maricom Systems, Inc.

 

  K.01 Applicability. This Section K serves to reflect the terms applicable to former employees of Maricom Systems, Inc. who participated in the Maricom Systems, Inc. 401(k) Plan and became employees of the Company on March 31, 2012 (“Former Maricom Participants”). The Maricom Systems, Inc. 401(k) Plan (the “Maricom Plan”) was merged with and into the Plan effective March 31, 2012.

 

  K.02 Vesting Schedule. Safe harbor matching contribution amounts under the Maricom Plan shall be one hundred percent (100%) vested. With respect to nonelective employer contribution amounts under the Maricom Plan, the following vesting schedule shall apply:

 

Years of Service

   Vesting Percentage  

Less than 1

     0

1 or more

     100

For avoidance of doubt: The vesting schedules described in this Section K.02 shall apply to the paychecks issued by Maricom Systems, Inc. for services rendered prior to March 31, 2012, including the paycheck issued on April 13, 2012.

 

  K.03 Service Crediting. For purposes of crediting service to Former Maricom Participants under Article 8 of the Plan, the method previously used by the Maricom Plan for crediting service, for past service periods, shall be converted from Hours of Service into the elapsed time method.

 

111


Appendix B

Service Exceptions

Notwithstanding anything in the Plan to the contrary, the provisions of this Appendix B shall govern as applied to employees at the locations or entities listed below who were employed by their prior employer, as applicable, on the date immediately prior to becoming an Employee of the Company or a Participating Employer (in conjunction with a Company-related acquisition, outsourcing agreement or transaction):

SERVICE EXCEPTIONS FOR DXC MAP

 

TRANSACTION NAME

 

PLAN

 

DIVISION

  

SERVICE EXCEPTION

21st Century   MAP   1571    Predecessor 21st Century service will be used to determine vesting level in the MAP
42Six Acquisition   MAP   4114    42Six service will be used to determine the vesting level in MAP.
AAI Contract   MAP   1571    Predecessor contract/client service will be used to determine the vesting level in MAP.
ACS   MAP   1203    No service exception.
AISS   MAP   4114    Predecessor contract service will be used to determine the vesting level.
Allianz   MAP   1571   
Alstorn   MAP   1571    Predecessor contract service will be used to determine the vesting level.
Alysis   MAP   1200    Recognition of prior service for eligibility and vesting.
American Practice Management (APM)   MAP   1571    Recognition of prior service for eligibility and vesting (eligible to participate as of 1/1/97).
American Red Cross   MAP   4107    Predecessor contract/client service will be used to determine vesting and toward one-year waiting period for company match.

 

112


AMSEC   MAP   1571    Predecessor contract/client service will be used to determine vesting.
Analytics   MAP   4114    Recognition of prior service for eligibility and vesting.
AON   MAP   1571    Recognition of prior service for vesting and company match.
APLES (Application Product Line Enterprise Solutions)   MAP   4107    Predecessor contract/client service will be used to determine the vesting level.
APPLABS   MAP   1285    Predecessor contract/client service will be used to determine the vesting level.
ARFP (Army Reserve Family Programs)   MAP   4114    Predecessor contract/client service will be used to determine the vesting level.
Ascension Health   MAP   1571    Recognition of prior service for company match and vesting.
Ascension Health II (ASC2 bcs and nbcs)   MAP   1571    Recognition of prior service for company match and vesting.
AT&T   MAP   1571    Recognition of prior service for eligibility and vesting.
AT&T Transitions   MAP   1571    Predecessor contract/client service will be used to determine the vesting level.
ATD – DOS (DYNCORP)   MAP   NPS    Recognition of prior service for vesting and company match.
ATS (formerly Covansys)   MAP   1285    ATS (Covansys) service will be used to determine vesting in new employer contributions in Matched Asset Plan.
Autonomic Resources   MAP   4107    Predecessor contract/client/acquisition service will be used to determine MAP vesting.
AXISS   MAP   4114    Predecessor contract/client service will be used to determine vesting and toward one-year waiting period for company match.
Axon Puerto Rico   MAP   1221    Predecessor contract/client service will be used to determine vesting.

 

113


BAE Recompete   MAP   1571    Recognition of prior service for eligibility and vesting.
Bae Systems   MAP   NPS    Recognition of prior service for eligibility and vesting. Eligibility for company match waived.
Baker & Taylor   MAP   1395/1571    Recognition of prior service for eligibility and vesting.
Bass & Company, LTD.   MAP   1395    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan.
Bath Iron Works   MAP   1571    Recognition of prior service for eligibility and vesting.
BDM Acquisition   MAP   NPS    Recognition of prior service for vesting. Eligibility waived.
Bearing Point   MAP   1571    Recognition of prior service for vesting and company match.
BHP   MAP   1571    Eligibility waived and recognition of prior service for vesting.
BOEING (Phase 1)   MAP   1571    Recognition of prior service for vesting and company match.
BOEING (Phase 2)   MAP   1571    Recognition of prior service for vesting and company match.
BOEING Mainframe   MAP   1571    Predecessor client service will be used to determine vesting and toward one-year waiting period for company match.
Boeing Mid-Range Transition   MAP   1571    Predecessor client service will be used to determine vesting and toward one-year waiting period for company match.
Bombardier   MAP   1571    Recognition of prior service for vesting and company match.
Budget (BGI)   MAP   1571    Recognition of prior service for eligibility and vesting.
Campbell Soup   MAP   1395    Recognition of prior service for eligibility and vesting.

 

114


CASCOM G-6 (Logistic Solutions Groups Inc.)   MAP   4145    Predecessor contract/client service will be used to determine the vesting level.
CASCOM G-6 II   MAP   4145    Predecessor contract/client service will be used to determine the vesting level.
CBP ENES 8   MAP   4107    Predecessor contract/client service will be used to determine the vesting level.
CCOPS (Raytheon)   MAP   1571    CSC service counts toward vesting.
CDC – ATSDR MSS   MAP   4107    Recognition of prior service for vesting and company match.
Centauri Solutions   MAP   4114    Predecessor contract/client service will be used to determine vesting level.
Children’s Hospital of LA   MAP   1571    Recognition of prior service for company match and vesting.
Chrysler   MAP   1571    Predecessor client service will be used to determine vesting.
Chrysler EDS (Phase II)   MAP   1571    Predecessor client service will be used to determine vesting.
CICA (Combined Insurance Company of America)—an AON company   MAP   1571    Predecessor contract/client service will be used to determine vesting and toward one-year waiting period for company match.
CISLANT   MAP   4145    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan (MAP).
CMS DECC   MAP   4107    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan (MAP).
CNA   MAP   1571    Recognition of prior service for eligibility and vesting.
Concert/BT   MAP   Multiple    Recognition of prior service for vesting and company match.
Computer Sciences Corporation   MAP   Multiple    Recognition of prior service for vesting.

 

115


Continuum (inc. Allianz, Liberty Corp, Ohio State Life, Hogan)   MAP   1200    Eligibility waived. Recognition of prior service for vesting. No window.
County of San Diego   MAP   1571    Recognition of prior service for eligibility and vesting.
CTSF Facility Infrastructure Report (S3 to 2 CTSF)   MAP   4114    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan.
CTSF TMD   MAP   4114    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan.
Customs and Border Protection Enterprise Networking Engineering (CBP ENES)   MAP   4107    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan.
D&B   MAP   Multiple    Recognition of prior service for vesting and company match.
DANTES (Defense Activity for Non-Traditional Education Support)   MAP   4114    Recognition of prior service for vesting and toward one-year waiting period for company match.
DATATRAC   MAP   4107    Recognition of prior service for vesting.
DCAT-4   MAP   4107    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan.
Defense Information Systems Agency Information Technology Enterprise Support Services (DISA DESS)   MAP   4114    No service exception.
Defense Threat Reduction Agency Chemical/Biological (DTRA CB)   MAP   4114    No service exception.
Delphi Outsourcing   MAP   1571    Predecessor contract/client service will be used to determine the vesting and toward one-year waiting period for company match.
Department of Energy (DOE) contract (CDSI-prior)   MAP   4107    Recognition of prior service for eligibility if enrollment is completed during 4/95.
Department of State   MAP   4107    Recognition of prior service for eligibility and vesting.

 

116


DHS FSSS-OMS&T   MAP   4107    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan.
DPSU (Dr. Pepper/Seven Up, Inc.   MAP   1395/4114    Recognition of prior service for eligibility and vesting.
DTS-PO (Diplomatic Telecommunications Service)   MAP   4107    Recognition of prior service for vesting and company match.
DuPont Dacron   MAP   1571/multiple    Eligibility waived. Recognition of prior service for vesting. The employees who transitioned from DuPont who supported the Dacron SBU, are eligible for the provisions stated in HR Exhibit of the DuPont MSA and exception stated above (for DuPont/Conoco) applies.
DuPont Pharmaceuticals   MAP   1571    Eligibility waived. Recognition of prior service for vesting. The exception stated above (DuPont/Conoco) applied to the employees who supported the Pharmaceutical SBU and transitioned from DuPont to CSC.
DuPont Pharmaceuticals   MAP   1571   
DuPont/Conoco (CSC Chemical, Oil, & Gas Group)   MAP   1571/multiple    Recognition of prior service for eligibility and vesting for employees accepting employment with CSC prior to June 1, 1999. In 1999, this date was extended by a year. New date is June 1, 2000.
DuPont/Conoco (CSC Chemical, Oil, & Gas Group)   MAP   1571/multiple   
DynCorp   MAP   NPS/1010    Recognition of prior service for vesting and company match.
DynMcDermott   MAP   4107    Recognition of prior service for vesting and company match.
Eagle Alliance   MAP   4113    Recognition of prior service for vesting and company match for NSA Non-Annuitants, NSA In-Scope Annuitants, and transferring Logicon EEs. For transferring CSC EES, use current CSC MAP vesting date. For New Hires, use date of hire with Eagle Alliance.
Eagle Alliance (Groundbreaker/Northrop Grumman)   MAP   4113    Recognition of prior service for vesting and company match.

 

117


Eagle Alliance (Groundbreaker/Northrop Grumman)   MAP   4113    Recognition of prior service for vesting and company match.
Eagle Alliance (Groundbreaker/Northrop Grumman)   MAP   4113    Recognition of prior service for vesting and company match.
ECS   MAP   1395    Recognition of prior service for eligibility and vesting.
EdNet   MAP   4107    Recognition of prior service for vesting and company match.
Enron   MAP   1571    Recognition of prior service for eligibility and vesting.
Enterprise Services, LLC   MAP   Multiple    Services recognized for vesting under the HPE 401(k) Plan will be recognized for purposes in the MAP.
EPA Central Data Exchange Contract (EPA-CPX)   MAP   4107    Recognition of prior service for vesting and company match.
EPA FAIR II   MAP   4107    Recognition of prior service for vesting and company match.
Equiva (aka Alliance)   MAP   1571    Eligibility waived. Recognition of prior service for vesting.
ESI   MAP   4119    Predecessor contract/client service will be used to determine the vesting level.
Estee Lauder (ELC) Account   MAP   1571    Predecessor ELC service will be used to determine the vesting level.
ETS (Educational Testing Service)   MAP   1571    Recognition of prior service for vesting and company match.
Family Readiness Staffing Support (FRSSS)   MAP   4114    Predecessor contract/client service will be used to determine the vesting level.
Farmers DE Data   MAP   1571    No service exception.

 

118


FASTDATA (The Fund Administration & Standardized Document Automation (FASTDATA) System   MAP   4114    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan (MAP).
FBI   MAP   4107    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan (MAP).
FDIC ISC-3 Infrastructure Services Contract   MAP   4107    Predecessor contract/client service will be used to determine the vesting level in the MAP.
FIC/Americo contract   MAP   1202    Predecessor contract/client service will be used to determine the vesting level.
Fidelity Information Services (FIS)   MAP   1200    Combined CSC/FIS service will be used to determine vesting in the MAP
First Chicago   MAP   1395/4114    Recognition of prior service for eligibility and vesting.
First Consulting Group (FCG)   MAP   1395/1571    Recognition of FCG service date for vesting
Fixnetix   MAP   1220    Predecessor contract/client service will be used to determine the vesting level
FMS (PEO C41 FMS Syun An Life Cycle Operations Support (formerly Po Sheng Program))   MAP   4114    Predecessor contract/client service will be used to determine the vesting level.
Freddie Mac   MAP   1571    Predecessor client service will be used to determine the vesting level in the Matched Asset Plan (MAP).
Fruition   MAP   1218    Predecessor contract/client service will be used to determine vesting.
FTSSIII CISLANT   MAP   4145    Predecessor contract/client service will be used to determine the vesting level.
GD/GSC (General Dynamics)   MAP   1571    Recognition of prior service for eligibility and vesting.
GDDS   MAP   4107    Recognition of prior service for vesting and company match.

 

119


General Dynamics (GD)   MAP   1571    Recognition of prior service for eligibility and vesting (see binder for details).
General Dynamics Land Systems (GDLS)—Force Protection Inc (FPI)   MAP   1571    Predecessor contract/client service will be used to determine vesting level.
General Motors Locomotive Group (GMLG)/EDS   MAP   1571    Recognition of prior service for eligibility and vesting.
Genuity Corporation   MAP   1571    Recognition of prior service for vesting and company match.
GSA Answers (9TSAMSIS005) One-Net   MAP   4114    Recognition of prior service for vesting and company match.
Gulfstream   MAP   1571    Recognition of prior service for vesting and company match.
H-53 Modification Installations (Adams Communications)   MAP   NPS    Predecessor contract/client/ acquisition service will be used to determine MAP vesting.
Hanford   MAP   4107    Recognition of prior service for vesting and company match.
Hanford Occupational Health Services Contract   MAP   4107    Predecessor plan will be used to determine the vesting level in the MAP.
HealthMarkets Inc. (HMI)   MAP   1202    Predecessor contract/client/ acquisition service will be used to determine NAP vesting.
HOSC (Huntsville Operations Support Center) – Lockheed Martin & NTI   MAP   4107    Recognition of prior service for vesting and company match.
Hughes Support Center   MAP   1571    Recognition of prior service for vesting.
Huntington Ingalls Incorporated Account   MAP   1571    Predecessor client service will be used to determine the vesting level in the Matched Asset Plan (MAP).
Hyatt (The Alliance w/SDT)   MAP   1571    Recognition of prior service for eligibility and vesting.
Infochimps (Project Indigo)   MAP   1200    Predecessor contract/client service will be used to determine the vesting level.

 

120


ING Financial services Int’l NA   MAP   1200    Recognition of prior service for eligibility and vesting.
Ingersoll Rand (IR) Account   MAP   1571    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan (MAP).
INS STARS EXPANSION   MAP   4107    Recognition of prior service for vesting and company match.
IROSS (Innovative Research and Optics Systems Support) contract   MAP   4114    Recognition of prior service for vesting and company match.
IRS IPS   MAP   4107    Predecessor contract/client service will be used to determine the vesting level.
ISI—Image Solutions, Inc.   MAP   1395    Image Solutions, Inc. service counts toward vesting schedule.
ITCC (USSTRATCOM)   MAP   4114    Recognition of prior service for vesting and company match.
ITS—2 (Information and Technology Services)   MAP   4107   
ITS (Information Technology Solutions) acquisition   MAP   4114    Predecessor contract/client service will be used to determine the vesting level.
ITS Transition (NASA & Lockheed) @ Stennis   MAP   4107    Recognition of prior service for vesting. Eligibility waived.
ITS-2   MAP   4107    Predecessor contract/client service will be used to determine the vesting level.
ITSS   MAP   4114    Predecessor contract/client service will be used to determine the vesting level.
J.P. Morgan (Pinnacle Alliance)   MAP   1571    Recognition of prior service for eligibility and vesting.
James River   MAP   1571/1200    Recognition of prior service for eligibility and vesting. No window.
Jet Propulsion Lab—Civil Group (see JPL OAO)   MAP   4107    Recognition of prior service for vesting and company match.

 

121


Jet Propulsion Laboratory Information Systems Development Support (JPL.ISDS)   MAP   4107    Recognition of prior service for vesting and company match.
JPMC/IMS (Verizon)   MAP   4107    Recognition of prior service for vesting and company match.
JVAP (DynCorp)   MAP   NPS    Recognition of prior service for vesting and company match.
Kemper   MAP   1285    Predecessory client service will be used to determine the vesting level in the Matched Asset Plan.
KROGER   MAP   1395    Recognition of prior service for vesting and company match.
Logmod   MAP   4114    Recognition of prior service for eligibility and vesting.
LOGMOD NCCIM   MAP   4114    Recognition of prior service for vesting and company match.
LogSec   MAP   4114    Recognition of prior service for MAP vesting.
Lucas (LCI)   MAP   1010    Recognition for eligibility.
Marconi   MAP   1571    Recognition of prior service for vesting and company match.
Maricom   MAP   4107    Recognition of previous employer service for MAP vesting.
McAuto   MAP   4528/4107    Recognition of prior service for vesting.
MetLife   MAP   1202    Predecessor contract/client service will be used to determine the vesting level.
Missile Defense Agency Engineering and Services support (MiDAESS) contract   MAP   4114    Predecessor contract/client service will be used to determine vesting in the Matched Asset Plan.

 

122


Mississippi Space Services (MSS)   MAP   4107    Recognition of prior service for eligibility and vesting.
Motorola   MAP   1571    Recognition of prior service for vesting and company match.
Mutual of New York (MONY)   MAP   1395    Recognition of prior service for eligibility and vesting.
Mynd   MAP   FSG (1200’s)    Recognition of prior service for vesting.
NASA Ames   MAP   4107    Recognition of prior service for eligibility and vesting.
NASA CoSMO   MAP   4107    Recognition of prior service for eligibility and vesting.
NASA JPL   MAP   4107    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan.
NASA LaRC (Langley Research Center) Information Technology Enhanced Services (LITES)   MAP   4107    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan.
NASA SCTS   MAP   4107    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan.
NASA Shared Services   MAP   4107    Predecessor contract/client service will be used to determine the vesting level.
NASA Supercomputing Extension 3 (NS3)   MAP   4107    Recognition of prior service for vesting.
National Grid   MAP   1571    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan.
National Oceanic Atmospheric Administration (NOAA) Contract   MAP   4107    Recognition of prior service for eligibility and vesting.
Naval Construction Training Center (NAVCONSTRACEN)   MAP   4114    Predecessor contract/client service will be used to determine the vesting level.
Naval Personnel Development Command (NPDC) Contract   MAP   4114    Predecessor contract/client service will be used to determine vesting and toward one-year waiting period for company match.

 

123


Naval Warfare Contract, Linton, IN   MAP   4114    Predecessor contract/client service will be used to determine vesting and toward one-year waiting period for company match.
NAVSUP   MAP   4114    Predecessor contract/client service will be used to determine the vesting level.
New York Stock Exchange Account   MAP   1395    Predecessor New York Stock Exchange service will be used to determine the vesting level.
Nichols Research   MAP   NPS    Recognition of prior service for eligibility and vesting.
NJVA/NIMA Contract   MAP   4114    Recognition of prior service for vesting and company match.
Nortel   MAP   1571    Eligibility waived. Nortel service counts towards vesting for MAP and enhanced MAP.
Nortel Argon   MAP   1571    ER match eligibility waived. Nortel service counts towards vesting for MAP and enhanced MAP.
Nortel Krypton   MAP   1571    ER match eligibility waived. Nortel service counts towards vesting for MAP and enhanced MAP.
North Carolina Medicaid Mgmt Info Sys (NC MMIS)   MAP   4528    No service exception.
NSWC Crane ITSp   MAP   4114    Predecessor contract/client service will be used to determine the vesting level.
OCELOT   MAP   NPS    Predecessor contract/client/acquisition service will be used to determine MAP vesting.
ORSMO (Offutt Red Switch Management Office)   MAP   4114    Predecessor contract/client service will be used to determine the vesting level in the MAP.
Oxford Health   MAP   1571    Recognition of prior service for vesting. Predecessor contract/client service will be used to determine vesting and toward one-year waiting period for company match.
PBGC   MAP   4107    Eligible to participate in MAP on 1/1/98; Recognition of prior service for eligibility and vesting.

 

124


Pinnacle Group   MAP   1395/NPS    Eligible to participate in MAP on 1/1/98; Recognition of prior service for eligibility and vesting.
PM RUS CM & HOD   MAP   4114    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan (MAP).
PM SETA   MAP   4114    Predecessor contract/client service will be used to determine the vesting level.
Pratt & Whitney   MAP   1571    Recognition of prior service for eligibility and vesting.
Providian   MAP   1571    Recognition of prior service for vesting and company match.
PSG (ARC Professional Services Group)   MAP   114    Recognition of prior service for vesting. Eligibility waived.
Raytheon   MAP   1571    Recognition of prior service for eligibility and vesting.
Raytheon Aircraft   MAP   1571    Recognition of prior service for vesting and company match.
Raytheon IDS Expansion Account   MAP   1571    Predecessor client service will be used to determine vesting and toward one-year waiting period for company match.
Raytheon IT (RTN)   MAP   1571    Predecessor RTN service will be used to determine the vesting level in MAP.
Regional Training Sites Medical (RTSMED)   MAP   4145    Predecessor contract/client service will be used to determine the vesting level in MAP.
Reynolds & Reynolds   MAP   1571    Recognition of prior service for vesting and company match.
RSC/RUS/CREW   MAP   4114    No service exception.
RTSC   MAP   1571    Recognition of prior service for vesting and company match.
RTSMED   MAP   4145    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan.

 

125


San Diego Gas & Electric (SDG&E)   MAP   1571    Recognition of prior service for vesting.
Scott Paper   MAP   4107    Recognition of prior service for eligibility and vesting.
Sears   MAP   1571    Recognition of prior service for vesting and company match.
Sempra Energy (continuation of SDG&E contract)   MAP   1571    Recognition of prior service for vesting.
ServiceMesh   MAP   1209    Recognition of prior service with ServiceMesh towards vesting.
SITI (Basell)   MAP   1571    Recognition of prior service for vesting and company match.
SNET (currently called CUTW)   MAP   1571    Recognition of prior service for eligibility and vesting.
Southwestern Life/Finance (SwissRe) (SWF)   MAP   1202    Recognition of prior service for vesting and company match.
SSA ITSSC (Social Security Administration ITSCC)   MAP   4107    Predecessor contract/client service counts toward vesting schedule.
SSC PAC (aka TLC—Technical Logistics Corp)   MAP   4114    Predecessor contract/client service will be used to determine the vesting level in MAP.
St. Vincent (SVCMC)   MAP   1571    Recognition of prior service for vesting, ER match. Eligibility waived.
Standard Register   MAP   1571    Recognition of prior service for eligibility and vesting.
Standard Registry   MAP   1571    Predecessor contract/client service will be used to determine the vesting level in MAP.
Starlight Mainframe Systems Programs   MAP   1571    Predecessor contract/client service will be used to determine vesting and toward one-year waiting period for company match.
Stennis DCMS   MAP   4107    Predecessor contract/client service will be used to determine vesting level.

 

126


SUN   MAP   1571    Recognition of prior service for vesting.
Sun MicroSystems   MAP   1571    Recognition of prior service for vesting and company match.
Swiss Re   MAP   1202    Predecessor contract/client service will be used to determine the vesting level in MAP.
Swiss Re 2003     1200    Predecessor contract/client service will be used to determine the vesting level in MAP.
tCaS (Collaboration at Sea) contract   MAP   4114    Predecessor contract/client service will be used to determine the vesting level in MAP.
Tenacity   MAP   4114    Recognition of prior service with Tenacity towards vesting.
Textron Transition   MAP   1571    Recognition of prior service for vesting and company match.
TFMM Contract IIDTRAWA-04-C-00045 (Traffic Flow Mod)   MAP   4107    Predecessor contract/client service will be used to determine vesting and toward one-year waiting period for company match.
TKE (ThyssenKrupp Elevator)   MAP   1571    Recognition of prior service for vesting.
Ting Aviation (Dyn Norco)   MAP   4145    No service exception.
TRW Financial Services   MAP   1200    Recognition of prior service for eligibility and vesting.
TSA/ITIP   MAP   4107    Predecessor contract/client service will be used to determine the vesting level in MAP.
TSPI   MAP   1010    Recognition of prior service with TSPI towards vesting.
T-Wack   MAP   1395    Recognition of prior service to eligibility and vesting.
UBS   MAP   1571    Predecessor UBS service will be used to determine vesting level in the Matched Asset Plan.

 

127


United Launch Alliance (ULA)   MAP   1571    Predecessor service will be used to determine the vesting level in MAP.
United Technologies (UTC/NA 17)   MAP   1571    Predecessor contract/client service will be used to determine the vesting level in MAP.
United Technologies (UTC) North American Expansion 13A (NAE 13A)   MAP   1571    UTC Sikorsky Keystone Helicopter service counts toward vesting schedule
United Technologies (UTC/Sundstrand)   MAP   1571    Recognition of prior service for eligibility and vesting.
United Technologies (UTC/Sundstrand) Expansion 10 (NAE 10)   MAP   1571    Recognition of prior service for vesting and company match.
United Technologies (UTC/Sundstrand) Expansion 12 (NAE 12)   MAP   1571    UTC service will be used to determine vesting and toward one-year waiting period for company match.
United Technologies (UTC/Sundstrand Expansion 9 (NAE 9)   MAP   1571    Recognition of prior service for vesting and company match.
United Technologies (UTC/North America) Extension 16   MAP   1571    UTC service will be used to determine the vesting level in the Matched Asset Plan (MAP) and toward the one-year waiting period requirement for the Company Matching contributions to the MAP.
University of Pennsylvania Health System (UPHS)   MAP   1571    Predecessor contract/client service will be used to determine the vesting level in MAP. Thus, UPHS, FCG and ACS service will be recognized for MAP vesting requirements.
US VISIT   MAP   4107    Prior predecessor service counts toward vesting schedule.
USSOUTHCOM J6   MAP   4114    Predecessor contract/client service will be used to det1571ermine the vesting level in the Matched Asset Plan.
UTC NAE 16D SAS   MAP   1571    Predecessor contract/client service counts toward vesting schedule.
UTC RoW 1 (ACT/PCI)   MAP   1571    Predecessor contract/client service will be used to determine the vesting level.
UTC UTAS (Goodrich) UTC Aerospace   MAP   1571    Predecessor client service will be used to determine the vesting level in MAP.

 

128


Valley Forge Life (VFL) Swiss Re   MAP   1202    Recognition of prior service for vesting and company match.
VF Corporation   MAP   1571    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan.
VOLPE   MAP   4107    Recognition of prior service for eligibility and vesting.
VX-9 Engineering Support Opportunity   MAP   4114    Predecessor contract/client service will be used to determine the vesting level in the Matched Asset Plan.
Warfighter (WFF-Raytheon)   MAP   4145    No service exception.
WCI Steel, Inc.   MAP   ?    Recognition of prior service for eligibility and vesting.
Welkin   MAP   4185    Recognition of prior service for eligibility and vesting.
Westinghouse SMS   MAP   1571    Recognition of prior service for vesting and company match.
WEX   MAP   1571    Predecessor contract/client service will be used to determine vesting.
Wilton Re   MAP   1202    Predecessor contract/client service will be used to determine the vesting level in MAP.
Xchanging   MAP   1683/1687/1688    Predecessor contract/client service will be used to determine the vesting level.
Xerox   MAP   1571    Predecessor contract/client service will be used to determine the vesting level in MAP.
Zurich   MAP   1571    Recognition of prior service for vesting and company match.
Zurich Account Expansion   MAP   1571    Predecessor IBM service will be used to determine the vesting level in MAP.
Zurich FSG (Sofia) Account   MAP   1571    Predecessor client service will be used to determine the vesting level in MAP.

 

129


Appendix C

Participating Employers

Affiliated Companies designated as Participating Employers:

 

    CSC Consulting, Inc.

 

    CSC Covansys Corporation

 

    CSC Agility Platform Inc. (formerly ServiceMesh, Inc.)

 

    Fruition Partners, Inc.

 

    Fixnetix, Inc.

 

    Axon Puerto Rico, Inc.

 

    Xchanging Systems and Services, Inc.

 

    Xchanging Solutions (USA) Inc.

 

    SBB Services, Inc.

 

    Computer Sciences Corporation

 

    Enterprise Services, LLC

 

    National Heritage Insurance Co.

 

    Wendover Financial Services

 

    Safeguard Services

 

    Enterprise Services State & Local Inc.

 

    Enterprise Service Caribe LLC

Non-Affiliated Companies designated as Participating Employers:

 

    CeleritiFinTech Services USA, Inc.

 

130


Appendix D

Eligible Unions

Employees represented by the unions listed below are eligible to participate in this Plan on the date listed below, if applicable, provided such Employees meet the Plan’s eligibility requirements.

 

    International Association of Machinist’s and Aerospace Workers Local 1125, January I, 1997.

 

    Office and Professional Employees International Union, December 16, 1996.

 

    Metal Trades Council of New London, December 1, 1996.

 

    Land Systems Employees who are covered under a collective bargaining agreement between the Company and the United Automobile Workers of America, June 23, 1997.

 

    Marine Draftsmen’s Association (MDA—UAW 571). With effective dates as follows:

 

    Employees who were participants in the CSC Outsourcing Inc. Hourly Savings Plan as of August 31, 1996 were eligible to elect to participate in this Plan or remain in the CSC Outsourcing Inc. Hourly Savings Plan, but not both.

 

    Employees who were on the Company payroll as of August 29, 1996 but who were not then enrolled in the CSC Outsourcing Inc. Hourly Savings Plan, may elect to participate in either this Plan or the CSC Outsourcing Inc. Hourly Savings Plan, but not both. Such employees whose period of eligibility is after December 31, 1996 will have 30 days after becoming eligible to make this election.

 

    Employees hired after August 29, 1996 only will be eligible to participate in this Plan.

 

    Any union that has a valid collective bargaining agreement with Space Coast Launch Services LLC that (i) provides for contributions to this Plan, and (ii) is effective on or after July 1, 2005 — but only until July 19, 2013

 

    Communications Workers of America Union

 

    International Association of Machinists and Aerospace Workers Union

 

    Marine Draftsmen’s Association Union

 

    Office & Professional Employees International Union

 

131


Appendix E

Loan Rollovers

Notwithstanding anything in the Plan to the contrary, the Plan shall accept a rollover of a loan that was under the prior employer’s plan into this Plan for the employees of the entities listed below who were employed by their prior employer, as applicable, on the date immediately prior to becoming an Employee of the Company (in conjunction with a Company acquisition or outsourcing agreement).

 

    Gulfstream

 

    Swiss Re

 

    BAE (Nashua)

 

    NRC

 

    D & B

 

    Estee Lauder

 

    Zurich

 

    Farmers

 

    Bass & Company

 

    Kemper

 

    ServiceMesh, Inc.

 

    Tenacity Solutions, Inc.

 

132


Appendix F

Certain Special Terms and Conditions

Special terms and conditions, some of which are already reflected throughout the Plan document, apply to certain employees. A list of these special terms and conditions in effect as of April 1, 2017 is attached on the following pages.

MAP FEATURES AS OF 4/1/17

 

Payroll Code

for Deferral &
Matching
Contributions

  

Payroll Code

for Company
Discretionary
Contributions

   Payroll Code
Descriptions
   Description of
Contributions
   Eligible
Participant
Population
   Vesting of
Matching
Contributions
   Vesting of
Company
Discretionary
Contribution
B35J    N/A    CWA Union
pre-tax
   Match of 66
2/3% up to
the first 6%
per pay
period
   CWA Union
(formerly
CUTW)
   3 yr cliff    N/A
B36J    N/A    CWA Union
post-tax
   Match of 66
2/3% up to
the first 6%
per pay
period
   CWA Union
(formerly
CUTW)
   3 yr cliff    N/A
B400    N/A    Catch Up    Age 50 Catch
Up
   All
participating
companies
   N/A    N/A
B401    N/A    TMG Union
post-tax
   Match of
60% up to the
first 4% and
40% on next
4% up 8% per
pay period
   Legacy
General
Dynamics
Union
   3 yr cliff    N/A
B540    N/A    Not Eligible    No employee
deferrals, no
match, no
company
discretionary
   International
employees in
US on split
payroll
   N/A    N/A
B69A    B69B    Swiss Re
401k
   Match of
50% on first
6% per pay
period;
company
discretionary
of 6% per pay
period
   Employees
who
transitioned
from Swiss
Re on
1/1/2012
   5 yr graded    5 yr
graded
B35Q    N/A    Puerto Rico    Match of
50% on first
6% per pay
period up to
Puerto Rico
limits
   Employees in
Puerto Rico
(not union or
SCA)
   1 yr cliff    N/A
B35W    N/A    Union & SCA    Match of
50% on first
6% per pay
period
   Union and
SCA
employees
   5 yr graded    N/A
B35X    N/A    Puerto Rico
Union & SCA
   Match of
50% on first
6% per pay
period
   Union and
SCA
employees in
Puerto Rico
   5 yr graded    N/A

 

133


Appendix G

Target Series Retirement Funds

Compensation Deferral Contributions made on behalf of Automatic Enrollment Participants are invested in the Investment Funds set forth on the following table.

In accordance with Section 7.1, Matching Contributions and Retirement Accounts credited on a Participant’s behalf shall be initially invested in the applicable Target Series Retirement Fund set forth below, unless the Participant elects to have such amounts initially invested in any other Investment Fund(s) in accordance with the provisions of subsection 7.3(b).

 

Year of Birth

  

Target Series Retirement Fund*

1947 and earlier    Retirement Fund
1948 to 1952    Retirement 2015 Fund
1953 to 1957    Retirement 2020 Fund
1958 to 1962    Retirement 2025 Fund
1963 to 1967    Retirement 2030 Fund
1968 to 1972    Retirement 2035 Fund
1973 to 1977    Retirement 2040 Fund
1978 to 1982    Retirement 2045 Fund
1983 to 1987    Retirement 2050 Fund
1988 to 1992    Retirement 2055 Fund
1993 and beyond    Retirement 2060 Fund

 

* Based on Normal Retirement Age

 

134


Appendix H

Special Rules for Puerto Rican Participants

The provisions of this Appendix H shall govern as applied to Employees who are permanent residents of Puerto Rico and paid on a Puerto Rico payroll. Employees who meet the foregoing requirements are known herein as “Puerto Rico Employees”; Puerto Rico Employees who become eligible to participate in the Plan are known herein as “Puerto Rico Participants.” The provisions of the Plan apply to Puerto Rico Employees and Puerto Rico Participants, except that where a provision in this Supplement H conflicts with any other provision of the Plan the provision set forth in this Appendix H shall govern with respect to Puerto Rico Employees and Puerto Rico Participants, notwithstanding anything contained in the Plan to the contrary.

H-1. Purpose. The purpose of this Supplement H is to comply with the requirements of the Puerto Rico Internal Revenue Code of 1994, the Puerto Rico Internal Revenue Code of 2011 (the “PRIRC”) and any subsequent legislation that modifies or supersedes the PRIRC. The provisions of this Supplement H were originally effective as of January 1, 2001.

H-2. Limitation on Actual Deferral Percentage. In no event shall the Actual Deferral Percentage (as defined below) of the Highly-Compensated Employees (as defined in paragraph H¬3) for any Plan Year exceed the greater of:

 

  (a) The Actual Deferral Percentage of all other Puerto Rico Participants for such Plan Year multiplied by 1.25; or

 

  (b) The Actual Deferral Percentage of all other Puerto Rico Participants for such Plan Year multiplied by 2.0; provided that the Actual Deferral Percentage of the Highly-Compensated Employees does not exceed that of all other Puerto Rico Participants by more than 2 percentage points.

The “Actual Deferral Percentage” of a group of Puerto Rico Participants for a Plan Year means the average of the ratios (determined separately for each Puerto Rico Participant in such group) of: (i) the amount of elective deferral contributions actually paid over to the Trust on behalf of each Participant for such Plan Year; to (ii) the Participant’s Includable Compensation for such Plan Year.

Excess Contributions (as defined below) made on behalf of Highly-Compensated Employees shall be reduced in order of the Actual Deferral Percentages beginning with the highest such percentage. Any distribution of the Excess Contributions for any Plan Year shall be made to Highly-Compensated Employees on the basis of the respective portion of the Excess Contributions attributable to each such Highly-Compensated Employees. With respect to any Plan Year, “Excess Contributions” means the excess of the aggregate amount of elective deferral contributions actually paid over to the Trust on behalf of the Highly-Compensated Employees for such Plan Year, over the maximum amount permitted under this paragraph H-2. A distribution of Excess Contributions shall include income attributable thereto.

 

135


H-3. Highly-Compensated Employee. For purposes of Appendix H, the term “Highly-Compensated Employee” means:

 

  (a) For Plan Years beginning prior to January 1, 2011, any Puerto Rico Employee who is more highly compensated than two-thirds of all eligible Puerto Rico Employees who are permanent residents of Puerto Rico, taking into account compensation as prescribed by the Secretary of the Treasury of Puerto Rico for purposes of determining a Participant’s Actual Deferral Percentage; or

 

  (b) For Plan Year beginning on or after January 1, 2011, any Puerto Rico Employee of the Participating Employer who is an officer, a shareholder holding more than 5 percent of the voting shares or total value of all classes of stock of the Participating Employer or an Affiliated Company, or a Puerto Rico Employee who in the preceding tax year had Includable Compensation from the Participating Employers and the Controlled Group Members of more than $110,000 (or such greater amount as may be determined under Section 414(q)(l)(B) of the Code).

H-4. Limitation on Elective Deferrals. Except to the extent permitted with respect to any Catch-Up Contributions described in paragraph H-6, a Puerto Rico Participant’ elective deferrals may not exceed the limit on elective deferrals set by the U.S. Secretary of the Treasury pursuant to Code Section 402(g) for the 2011 taxable year or any subsequent taxable year. For years prior to 2011, this limit applied as follows: for taxable years prior to 2008 a Puerto Rico Participant’s elective deferrals may not exceed the lesser of ten (10) percent of the Participant’s Compensation or $8,000 (or such other dollar amount as determined by the Secretary of the Treasury of Puerto Rico or by prior legislation); for the 2008 taxable year $8,000; and for the 2009 and 2010 taxable years $9,000.

H-5. Limitation on After-Tax Contributions. The Plan does not allow Participants to make after-tax contributions. If a Puerto Rico Participant is ever allowed to elect after-tax contributions, such Puerto Rico Participant’s after-tax contributions may not exceed 10 percent of the aggregate Compensation received by the Puerto Rico Participant during all years of participation in the Plan.

H-6. Catch-Up Contributions. Eligible Puerto Rico Participants may make Catch-Up Contributions in accordance with Articles 4 and 5 of the Plan, but not prior to the 2006 taxable year. Notwithstanding the foregoing, however, a Puerto Rico Participant’s Catch-Up Contributions are limited to $500 for the 2006 taxable year, $1,000 for the 2007 through 2011 taxable years, $1,500 for the 2012 taxable year, and the amount specified under the PRTRC or any subsequent legislation or guidance for any subsequent taxable year.

H-7. Hardship Withdrawals. A Puerto Rico Participant’s elective deferral contributions automatically shall be suspended for twelve (12) months from the date of the Puerto Rico Participant’s receipt of the hardship distribution (determined in accordance with subsection 9.7(a) of the Plan).

 

136


H-8 Restrictions on Distributions. The Accounts of Puerto Rico Participants which are credited with elective deferrals may not be distributed to a Puerto Rico Participant earlier than the Puerto Rico Participant’s Severance Date or in the event of hardship (determined in accordance with paragraph H-7 and subsection 9.7(a) of the Plan). No amount of a Puerto Rico Participant’s Accounts may be distributed prior to the Puerto Rico Participant’s Severance Date solely because the Participant has completed a period of participation or a fixed number of years has elapsed.

H-9 Automatic Cashout. Upon a Puerto Rico Participant’s Severance Date, in the case of a Puerto Rico Participant whose Distributable Benefit does not exceed $5,000 (not including the amount of any Rollover Account) the Distributable Benefit may be distributed to the Puerto Rico Participant in a lump-sum without such Participant’s election.

H-10. Rollovers to PR Plan or IRA. A Puerto Rico Participant may rollover benefits that constitute an eligible rollover distribution under the PRIRC to an individual retirement account or annuity under the provisions of Section 1081.02 of the PRIRC, or to a nondeductible individual retirement account or a qualified plan under the provisions of Section 1081.01(b) of the PRIRC.

H-11 Puerto Rico Employers. Puerto Rico Employees of all Participating Employers or Affiliated Companies who are permanent residents of Puerto Rico shall be considered for purposes of the nondiscrimination tests under Sections 1081.01(a)(3), 1081.01(a)(4) and 1081.01(d)(3) (described in paragraph H-2) of the PRIRC.

 

137


Appendix I

Ineligible ESOP Participants

The following entities and groups of Employees shall not be eligible to be Participating Employer or to participate in the ESOP portion of the Plan:

 

  1. Space Coast Launch Services LLC

 

  2. Eagle Alliance

 

  3. CSR, Computer Sciences Corporation and Raytheon Service Company, a Joint Venture (as known as “Computer Sciences Raytheon”)

 

  4. DynPort Vaccine Company LLC

 

  5. Employees who are permanent residents of Puerto Rico

 

138


Appendix J

Enterprise Services 401(k) Plan Supplement

This Enterprise Services 401(k) Plan Supplement is a portion of the DXC Technology Matched Asset Plan (the “Plan”). All terms that are not defined in this Supplement are defined in the Plan.

 

  A. Merger of ES Plan. Effective as of April 1, 2017 (the “Effective Date”), the Enterprise Services 401(k) Plan (the “ES Plan”) was merged with and into this Plan. In connection with such merger, there was no transfer of assets because there were no assets in the ES Plan as of the Effective Date.

 

139