EX-10.(F) 6 a2025984zex-10_f.txt EXHIBIT 10(F) Exhibit 10(f) JANUARY 1, 2000 SUMMARY PLAN DESCRIPTION FOR QUIXOTE CORPORATION INCENTIVE SAVINGS PLAN This is only a summary intended to familiarize you with the major provisions of the Plan. You should read this summary closely. If you have any questions and before you make any important decisions based on your understanding of the Plan from this summary, you should contact the Plan administrator at the address shown on the last page of this summary. JANUARY 1, 2000 BENEFITS HIGHLIGHTS FOR QUIXOTE CORPORATION INCENTIVE SAVINGS PLAN INTRODUCTION The Quixote Corporation Incentive Savings Plan helps you provide for your retirement security by making it simple and convenient for you to contribute to your retirement savings regularly. To encourage you to save, the Plan permits your Employer to match a portion of what you contribute at the rate set forth in the Plan. The Plan also permits your Employer to make contributions to the Plan to provide you with additional savings. Because the Plan is qualified by the Internal Revenue Service, special tax exclusions allow you to save more dollars for your retirement. Effective January 1, 1999, the Nu-Metrics 401(k) Plan merged into and became a part of the Plan. This booklet describes the Plan in operation effective January 1, 2000. Your savings are held for you in your personal Plan account until they are distributed as provided under the Plan. HOW YOU SAVE - You can contribute from two to 18 percent of your pay as Tax-Deferred Contributions. - For every $1.00 you contribute as Tax-Deferred Contributions while you are an eligible employee (up to seven percent of your pay), your Employer will contribute on your behalf $.70 as matching Employer Contributions. Your Employer may also make additional "true-up" matching Employer Contributions each year in an amount that provides the maximum amount of matching Employer Contributions. - For each year that you are an eligible employee, your Employer may make contributions based on your pay as profit-sharing Employer Contributions. - For each year that you are an eligible employee, your Employer may make contributions on your behalf based on your pay as qualified non-elective Employer Contributions. - Dollars you save as Tax-Deferred Contributions are not currently included as part of your Federal taxable income. Taxes are also deferred on investment earnings in your personal Plan account and any Employer Contributions. You therefore pay no Federal income taxes on your Plan savings until they are distributed to you. If you are a Highly Compensated Employee, your Employer will make no qualified non-elective Employer Contributions on your behalf for the year. To find out if you are a Highly Compensated Employee, check your Summary Plan Description. WHO IS COVERED You are an employee covered by the Plan if you are employed in any capacity on a salaried or hourly basis by Quixote Corporation or any Related Company that adopts the Plan with the consent of Quixote Corporation, unless you are a union employee to whom coverage has not been extended. If you are a covered employee, you may begin to make contributions under the Plan if you are at least 21 years old and at least 90 calendar days have expired from your date of hire. INVESTMENT OF YOUR PERSONAL PLAN ACCOUNT You direct how your personal Plan account is invested, except that the Sponsor directs the investment of Employer Contributions. You may direct the investment of your personal Plan account by selecting among specified Investment Funds that are made available to you. VESTING OF YOUR PERSONAL PLAN ACCOUNT You will always be 100 percent vested in the value of your personal Plan account resulting from your contributions and any Employer Contributions. Of course, even if you are 100 percent vested in the value of your personal Plan account, the amount in your account may vary depending on investment gains and losses. LOANS You may receive a loan from your personal Plan account in accordance with the Plan loan procedures. DISTRIBUTION OF BENEFITS You may receive distribution of your vested personal Plan account when any of the following happens: - You retire from employment after you reach your Normal Retirement Date, which is age 65. - You die. - Your employment terminates. - You reach age 70 1/2 while you are still employed. If distribution is made from your personal Plan account before you reach age 59 1/2 for any reason other than your death or termination of your employment after you reach age 55, the distribution may be subject to an additional 10 percent excise tax. FURTHER PLAN INFORMATION This Benefits Highlights is an introduction to some of the Plan's basic features. It is not a full description of your benefits under the Plan or any restrictions applicable to your benefits under the Plan. To determine your rights to any particular benefits under the Plan, you should refer to the more detailed information concerning the Plan contained in the Summary Plan Description and in the Plan documents themselves. TABLE OF CONTENTS INTRODUCTION 1 CONTRIBUTIONS......................................................1 YOUR PLAN ACCOUNT..................................................1 FORMAL PLAN TERMS FOUND IN PLAN DOCUMENT...........................2 SPONSOR HAS DISCRETION TO INTERPRET PLAN...........................2 SPECIAL DEFINITIONS 3 SERVICE CREDITING 6 ELIGIBILITY SERVICE................................................6 CREDITING OF ELIGIBILITY SERVICE...................................6 CHANGE IN SERVICE CREDITING........................................6 ELIGIBILITY 7 HOW TO MAKE AN ELECTION............................................7 TRANSFERS OF EMPLOYMENT............................................7 REEMPLOYMENT.......................................................7 TAX-DEFERRED CONTRIBUTIONS 9 AMOUNT OF TAX-DEFERRED CONTRIBUTIONS...............................9 CHANGE IN AMOUNT OF TAX-DEFERRED CONTRIBUTIONS.....................9 SUSPENSION OF TAX-DEFERRED CONTRIBUTIONS...........................9 RESUMPTION OF TAX-DEFERRED CONTRIBUTIONS..........................10 VESTED INTEREST IN TAX-DEFERRED CONTRIBUTIONS.....................10 ROLLOVER CONTRIBUTIONS 11 ROLLOVER CONTRIBUTIONS............................................11 VESTED INTEREST IN ROLLOVER CONTRIBUTIONS.........................11 EMPLOYER CONTRIBUTIONS 12 AMOUNT OF MATCHING CONTRIBUTIONS..................................12 AMOUNT OF QUALIFIED NON-ELECTIVE EMPLOYER CONTRIBUTIONS...........12 AMOUNT OF PROFIT-SHARING CONTRIBUTIONS............................12 ELIGIBILITY TO PARTICIPATE IN EMPLOYER CONTRIBUTIONS..............12 ANNUAL SERVICE REQUIREMENT........................................13 REEMPLOYMENT......................................................13 VESTED INTEREST IN EMPLOYER CONTRIBUTIONS.........................13 LIMITATIONS ON CONTRIBUTIONS 14 (v) WHERE PLAN CONTRIBUTIONS ARE INVESTED 15 404(c) PROTECTION.................................................15 MAKING INVESTMENT ELECTIONS 16 INVESTMENT ELECTIONS..............................................16 FAILURE TO DIRECT INVESTMENTS.....................................16 CHANGE OF INVESTMENT ELECTIONS....................................16 ELECTION TO TRANSFER BETWEEN INVESTMENT FUNDS.....................16 ANSWERLINE-Registered Trademark- 1-800 SERVICE....................17 ANSWERNET-Registered Trademark- - INTERNET SERVICE................17 LOANS FROM YOUR PLAN ACCOUNT 18 INTERNAL REVENUE CODE RULES.......................................18 COLLATERAL FOR LOAN...............................................18 DEFAULT ON A LOAN.................................................19 ADDITIONAL PLAN LOAN RULES........................................19 IN-SERVICE WITHDRAWALS 20 WITHDRAWAL OF EMPLOYER CONTRIBUTIONS..............................20 WITHDRAWAL OF TAX-DEFERRED CONTRIBUTIONS..........................20 OVERALL CONDITIONS AND LIMITATIONS ON WITHDRAWALS.................20 DISTRIBUTION OF YOUR PLAN ACCOUNT 21 TIMING OF DISTRIBUTION............................................21 APPLICATION FOR DISTRIBUTION......................................21 SUSPENSION OF DISTRIBUTION........................................21 DISTRIBUTION TO YOU...............................................21 DISTRIBUTION TO YOUR BENEFICIARY..................................21 CASH OUTS OF PLAN ACCOUNTS AND CONSENT TO DISTRIBUTION............22 DIRECT ROLLOVER REQUIREMENTS......................................22 REQUIRED DISTRIBUTIONS............................................22 FORM OF PAYMENT 23 NORMAL FORM OF PAYMENT............................................23 OPTIONAL FORM OF PAYMENT..........................................23 FORM OF PAYMENT TO YOUR BENEFICIARY...............................23 EFFECT OF REEMPLOYMENT ON FORM OF PAYMENT ELECTION................23 OVERRIDING CASH OUT PROVISION.....................................24 YOUR BENEFICIARY UNDER THE PLAN 25 BENEFICIARY IF YOU ARE MARRIED....................................25 EFFECT OF MARRIAGE ON PRIOR BENEFICIARY DESIGNATION...............25 BENEFICIARY WHERE THERE IS NO DESIGNATED BENEFICIARY..............25 (vi) SPOUSAL CONSENT TO BENEFICIARY DESIGNATION........................25 CLAIMS FOR BENEFITS 26 AMENDMENT AND TERMINATION OF THE PLAN 27 PLAN AMENDMENT....................................................27 PLAN TERMINATION..................................................27 MISCELLANEOUS INFORMATION 28 PLAN BOOKLET DOES NOT CREATE EMPLOYMENT CONTRACT..................28 NO GUARANTEES REGARDING INVESTMENT PERFORMANCE....................28 IF CIRCUMSTANCES REQUIRE THE DELAY OF A WITHDRAWAL................28 TRANSFERS FROM THE GUARANTEED INCOME FUND MAY BE LIMITED..........28 PAYMENT OF ADMINISTRATIVE EXPENSES................................28 QUALIFIED DOMESTIC RELATIONS ORDERS...............................29 RETURN OF CONTRIBUTIONS TO YOUR EMPLOYER..........................29 TOP-HEAVY PROVISIONS 30 MORE THINGS YOU SHOULD KNOW 31 YOUR RIGHTS UNDER THE PLAN 32 ADDITIONAL INFORMATION 34 PLAN ADMINISTRATOR................................................34 AGENT FOR SERVICE OF LEGAL PROCESS................................34 SPONSOR...........................................................34 EMPLOYER IDENTIFICATION NUMBER....................................34 PLAN NUMBER.......................................................34 TRUSTEE...........................................................34
(vii) SPONSOR HAS DISCRETION TO INTERPRET PLAN The SPONSOR has discretionary authority to interpret and construe the provisions of the Plan, to determine your eligibility for benefits under the Plan, and to resolve any disputes that arise under the Plan. The SPONSOR may delegate this authority as provided under the Plan. INTRODUCTION The Quixote Corporation Incentive Savings Plan helps you build financial security for your retirement by providing you an opportunity to save for your retirement while simultaneously reducing your Federal income tax liability (and in some States, your State income tax liability as well). Effective January 1, 1999, the Nu-Metrics 401(k) Plan merged into and became a part of the Plan. This booklet describes the Plan as in effect on January 1, 2000 and updates and replaces any prior summary plan descriptions of the Plan. Some Plan provisions may be different for employees whose employment terminated before January 1, 2000. CONTRIBUTIONS You may contribute a portion of your COMPENSATION to the Plan on a before-tax basis. These contributions are called TAX-DEFERRED CONTRIBUTIONS. This reduces the amount of your taxable income for the year under the Federal income tax rules. Your TAX-DEFERRED CONTRIBUTIONS remain invested in the Plan until they are distributed under the terms of the Plan. Your TAX-DEFERRED CONTRIBUTIONS, and any earnings on your TAX-DEFERRED CONTRIBUTIONS, are not taxable under Federal income tax rules until they are distributed to you from the Plan. In addition to your contributions, the Plan permits your EMPLOYER to make contributions to the Plan on your behalf. These contributions are called EMPLOYER CONTRIBUTIONS. Like your TAX-DEFERRED CONTRIBUTIONS, these EMPLOYER CONTRIBUTIONS, and the earnings on them, are not taxable to you until they are distributed to you from the Plan. Finally, you may elect to roll over qualified cash distributions from another plan or a rollover IRA into the Plan. These contributions are called ROLLOVER CONTRIBUTIONS. Like your TAX-DEFERRED CONTRIBUTIONS, these ROLLOVER CONTRIBUTIONS, and the earnings on them, are not taxable to you until they are distributed to you from the Plan. YOUR PLAN ACCOUNT You have your own account under the Plan to hold all contributions you make to the Plan and any contributions your EMPLOYER makes to the Plan on your behalf. Your Plan account also holds any investment earnings on those contributions. Your Plan account keeps track of your share of the assets held in the Plan. FORMAL PLAN TERMS FOUND IN PLAN DOCUMENT This booklet describes in easy-to-understand terms the principal features of the Plan as in effect on January 1, 2000. Some technical details and legal expressions contained in the formal Plan documents have been omitted. The formal Plan documents govern in administering and interpreting the rights of participants and their beneficiaries. SPONSOR HAS DISCRETION TO INTERPRET PLAN The SPONSOR has discretionary authority to interpret and construe the provisions of the Plan, to determine your eligibility for benefits under the Plan, and to resolve any disputes that arise under the Plan. The SPONSOR may delegate this authority as provided under the Plan. 2 SPECIAL DEFINITIONS To help you better understand how the Plan works, the following Plan terms have the special meanings given in SPECIAL DEFINITIONS when they are used in this booklet. When you see a capitalized term in bold-face print and are not certain what it means, you can refer back to SPECIAL DEFINITIONS for the meaning. In addition to these "SPECIAL DEFINITIONS" which are used throughout the booklet, you may see some TERMS that are also in bold-face print, but that are not capitalized. These TERMS have special meanings that are given in the particular section of the booklet where the TERM is used. - The "ADMINISTRATOR" is responsible for the day-to-day administration of the Plan such as collecting elections from EMPLOYEES. The ADMINISTRATOR is Quixote Corporation, One East Wacker Drive, Chicago, IL 60601; (312) 467-6755. - The "ANSWERLINE-Registered Trademark-" is the 1-800-253-2287 service from Connecticut General where, among other services, participants can model loans, transfer between Investment Funds, and change the investment election for future contributions. - "ANSWERNET-Registered Trademark-" is CIGNA's Internet service where, among other services, participants have access to view a 90-day account history, transfer between investments, check performance and project their investments. You can access ANSWERNET-Registered Trademark- through CIGNA's Internet site at https://answernet.retire.cigna.com. - Your "BENEFICIARY" means the person (or persons) entitled to receive distribution of your Plan account if you die before your Plan account has been fully distributed to you. - Your "COMPENSATION" means the compensation from your EMPLOYER that is taken into account in determining the amount of contributions that you can make to the Plan or that your EMPLOYER can make to the Plan on your behalf. COMPENSATION means the wages, salaries, fees for professional services, and all other amounts paid to you for personal services rendered to your EMPLOYER in the course of employment covered under the Plan that would be considered compensation for purposes of Section 415 of the Internal Revenue Code and any such amounts that would be paid to you but for your election to defer such amounts under the Plan or under any other 401(k) or Section 125 plan maintained by your EMPLOYER or a RELATED COMPANY. Generally, COMPENSATION that you earn before you become eligible to participate in the Plan is not included in determining the amount of contributions that you can make to the Plan. Tax rules limit the amount of COMPENSATION that may be taken into account under the Plan each year. For 2000, the maximum amount is $170,000 (this amount may be adjusted in future years). 3 - A "CONTRIBUTION PERIOD" is the period for which EMPLOYER CONTRIBUTIONS will be made to the Plan. The CONTRIBUTION PERIOD for regular MATCHING CONTRIBUTIONS is each month. The CONTRIBUTION PERIOD for QUALIFIED NON-ELECTIVE CONTRIBUTIONS, true up MATCHING CONTRIBUTIONS and PROFIT-SHARING CONTRIBUTIONS is each PLAN YEAR. - Your "ELIGIBILITY SERVICE" means the service credited to you that is used for determining whether you are eligible to participate in the Plan by making TAX-DEFERRED CONTRIBUTIONS to the Plan or by sharing in EMPLOYER CONTRIBUTIONS. - You are an "EMPLOYEE" covered by the Plan if you are employed by your EMPLOYER on a salaried or hourly basis in any capacity. If you are covered by a collective bargaining agreement that does not provide for your coverage under the Plan, you are not an EMPLOYEE. - Your "EMPLOYER" means Quixote Corporation or any RELATED COMPANY that adopts the Plan with the consent of Quixote Corporation, including Energy Absorption Systems, Safe Hit Corporation, Spin-Cast Plastics, Highway Information Systems, Roadway Safety Services, and Nu-Metrics. - An "EMPLOYER CONTRIBUTION" means any contribution that your EMPLOYER makes to the Plan on your behalf. - An "ENROLLMENT DATE" means the date on which you are eligible to begin participation in the Plan by making TAX-DEFERRED CONTRIBUTIONS or by sharing in EMPLOYER CONTRIBUTIONS. An ENROLLMENT DATE occurs on the first day of each PLAN YEAR quarter. - A "HIGHLY COMPENSATED EMPLOYEE" means an employee who is highly compensated in accordance with specific IRS rules. Generally, you may be a HIGHLY COMPENSATED EMPLOYEE under the IRS rules if you are paid more than $85,000 (as adjusted by the federal government) during the preceding Plan Year and, if the Employer so elects, you are in the top-paid group of employees, or you own five percent of an EMPLOYER. If you are concerned that you may be a HIGHLY COMPENSATED EMPLOYEE, you should consult the ADMINISTRATOR. - An "INVESTMENT FUND" is a separate fund in which your Plan account or part of your Plan account may be invested. - A "MATCHING CONTRIBUTION" means any EMPLOYER CONTRIBUTION your EMPLOYER makes to the Plan on your behalf because of your TAX-DEFERRED CONTRIBUTIONS. - Your "NORMAL RETIREMENT DATE" means the date you reach age 65. - A "PLAN YEAR" means the period beginning July 1, 1984 and ending December 31, 1984 and each 12-consecutive-month period ending December 31 thereafter. 4 - A "PREDECESSOR EMPLOYER" means any predecessor organization of an Employer provided that the Employer maintains a Plan of such predecessor organization. - A "PROFIT-SHARING CONTRIBUTION" means any EMPLOYER CONTRIBUTION made to the Plan by your EMPLOYER as described in detail in EMPLOYER CONTRIBUTIONS. - A "QUALIFIED NON-ELECTIVE CONTRIBUTION" means any EMPLOYER CONTRIBUTION made to the Plan by your EMPLOYER as described in detail under the AMOUNT OF QUALIFIED NON-ELECTIVE CONTRIBUTIONS section in EMPLOYER CONTRIBUTIONS. - A "RELATED COMPANY" means any company or business that is considered to be related to an EMPLOYER under Internal Revenue Code rules. - A "ROLLOVER CONTRIBUTION" means any qualified cash contribution that you elect to roll over to the Plan from another retirement plan or from a rollover IRA. - Your "SEVERANCE DATE" means the date your employment terminates or you are absent from work (without terminating employment) for one year. - The "SPONSOR" of the Plan is Quixote Corporation or its successor. - A "TAX-DEFERRED CONTRIBUTION" means any contribution that you elect to make to the Plan on a before-tax basis. - The "TRUSTEE" holds the Plan assets for the benefit of covered EMPLOYEES, and may be a bank, an insurance company, or a group of individuals chosen by the SPONSOR. - A "VALUATION DATE" means a date on which the trust is valued and Plan accounts are adjusted to reflect investment earnings or losses. A VALUATION DATE under the Plan is the date or dates designated by the SPONSOR. 5 SERVICE CREDITING ELIGIBILITY SERVICE ELIGIBILITY SERVICE is used to determine whether you may participate in the Plan by making TAX-DEFERRED CONTRIBUTIONS or by sharing in EMPLOYER CONTRIBUTIONS. CREDITING OF ELIGIBILITY SERVICE You are credited with ELIGIBILITY SERVICE from your hire (or rehire) date until your SEVERANCE DATE. If your employment terminates but you are rehired within 12 months of your SEVERANCE DATE, you are credited with ELIGIBILITY SERVICE for the period that you were absent from work. CHANGE IN SERVICE CREDITING If there is a change in the way ELIGIBILITY SERVICE is credited under the Plan, special rules apply to assure that the change does not affect the way service is credited to you for the transition period to your disadvantage. In some cases, application of these rules may result in a person being credited with two years of ELIGIBILITY SERVICE for the same period, but it will never result in a person being credited with fewer years of ELIGIBILITY SERVICE than if service crediting under the Plan had not changed. 6 ELIGIBILITY If you are an EMPLOYEE and you were eligible to and had elected to make TAX-DEFERRED CONTRIBUTIONS to the Plan immediately prior to January 1, 2000, contributions will continue to be made to the Plan on your behalf in accordance with your election on and after January 1, 2000. Otherwise, if you are an EMPLOYEE, you may elect to make TAX-DEFERRED CONTRIBUTIONS beginning on the ENROLLMENT DATE that coincides with or immediately follows the date you both reach age 21 and either 90 calendar days have expired since your hire date. In addition, if you become an EMPLOYEE as the result of the merger of another plan into the Plan, or because your EMPLOYER acquired or merged with a business or company, you may elect to make TAX-DEFERRED CONTRIBUTIONS as of such merger date or the date you became an EMPLOYEE following the acquisition. If you do not elect to make TAX-DEFERRED CONTRIBUTIONS beginning on the first ENROLLMENT DATE that you are eligible to make an election, you may elect to make TAX-DEFERRED CONTRIBUTIONS beginning on any subsequent ENROLLMENT DATE. HOW TO MAKE AN ELECTION To elect to make TAX-DEFERRED CONTRIBUTIONS, you must file your election with the ADMINISTRATOR at least such number of days before the ENROLLMENT DATE on which your election is to become effective as the ADMINISTRATOR prescribes. TRANSFERS OF EMPLOYMENT If you are transferred from other employment with your EMPLOYER or a RELATED COMPANY to employment as an EMPLOYEE, you may elect to make TAX-DEFERRED CONTRIBUTIONS beginning on your transfer date if you met the age and service requirements above on an ENROLLMENT DATE coinciding with or precdeing your transfer date. Otherwise, you may elect to make TAX-DEFERRED CONTRIBUTIONS beginning on the first ENROLLMENT DATE coinciding with or immediately following the date you meet the age and service requirements above. REEMPLOYMENT If your employment terminates and you are later reemployed as an EMPLOYEE, you may elect to make TAX-DEFERRED CONTRIBUTIONS beginning on your reemployment date if you were eligible to elect to make TAX-DEFERRED CONTRIBUTIONS at the time you terminated employment. Otherwise, you may elect to make TAX-DEFERRED CONTRIBUTIONS beginning on the first ENROLLMENT DATE 7 coinciding with or immediately following the date you meet the age and service requirements above. 8 TAX-DEFERRED CONTRIBUTIONS Your election to make TAX-DEFERRED CONTRIBUTIONS to the Plan authorizes your EMPLOYER to reduce the amount of your COMPENSATION by a specified amount and to contribute that amount to the Plan. Your COMPENSATION will be reduced and your TAX-DEFERRED CONTRIBUTIONS commenced in accordance with your election beginning with the first payment of COMPENSATION made to you on or after the date your election is effective. Your election to make TAX-DEFERRED CONTRIBUTIONS will also include your election as to the investment of those contributions. Investment elections are discussed in further detail in WHERE PLAN CONTRIBUTIONS ARE INVESTED and MAKING INVESTMENT ELECTIONS. AMOUNT OF TAX-DEFERRED CONTRIBUTIONS The amount you authorize your EMPLOYER to withhold from your COMPENSATION as a TAX-DEFERRED CONTRIBUTION may be a percentage of your COMPENSATION (in whole percentage points) of not less than two percent nor more than 18 percent. CHANGE IN AMOUNT OF TAX-DEFERRED CONTRIBUTIONS You may change the amount you authorize your EMPLOYER to withhold from your future COMPENSATION on January 1, April 1, July 1 and October 1 of each PLAN YEAR. To change the amount of your TAX-DEFERRED CONTRIBUTION, you must file a new election with the ADMINISTRATOR at least such number of days before the date the change is to take effect as the ADMINISTRATOR prescribes. SUSPENSION OF TAX-DEFERRED CONTRIBUTIONS You may withdraw your authorization for your EMPLOYER to withhold amounts from your future COMPENSATION and suspend your TAX-DEFERRED CONTRIBUTIONS at any time. To suspend your TAX-DEFERRED CONTRIBUTIONS, you must contact your local ADMINISTRATOR at least such number of days before the date the suspension is to take effect as the ADMINISTRATOR prescribes. The suspension will take effect for COMPENSATION paid to you after the required notice period is over. If you suspend your TAX-DEFERRED CONTRIBUTIONS, the suspension will remain in effect until you elect to resume making TAX-DEFERRED CONTRIBUTIONS again. 9 RESUMPTION OF TAX-DEFERRED CONTRIBUTIONS If you suspend your TAX-DEFERRED CONTRIBUTIONS, you may elect to resume making TAX-DEFERRED CONTRIBUTIONS on January 1, April 1, July 1 and October 1 of each PLAN YEAR. To resume TAX-DEFERRED CONTRIBUTIONS you must file a new election with the ADMINISTRATOR at least such number of days before the date TAX-DEFERRED CONTRIBUTIONS are to resume as the ADMINISTRATOR prescribes. VESTED INTEREST IN TAX-DEFERRED CONTRIBUTIONS You are always 100 percent vested in the value of the TAX-DEFERRED CONTRIBUTIONS in your Plan account. 10 ROLLOVER CONTRIBUTIONS ROLLOVER CONTRIBUTIONS If you are an EMPLOYEE, you may elect to roll over qualified distributions from another plan or a rollover IRA into the Plan. Internal Revenue Code rules govern whether a distribution from another plan or an IRA qualifies for roll over into the Plan. The ADMINISTRATOR may require you to provide information to show that the distribution you want to roll over qualifies under the Internal Revenue Code rules. If the distribution qualifies, you may roll it over into the Plan within 60 days of the date you received it. Your ROLLOVER CONTRIBUTION will become subject to all the terms and conditions of the Plan and will only be distributable to you under the terms of the Plan. VESTED INTEREST IN ROLLOVER CONTRIBUTIONS You are always 100 percent vested in the value of the ROLLOVER CONTRIBUTIONS (including any investment gains or losses on them) in your Plan account. 11 EMPLOYER CONTRIBUTIONS In addition to your TAX-DEFERRED CONTRIBUTIONS, the Plan permits your EMPLOYER to make EMPLOYER CONTRIBUTIONS to the Plan on your behalf. You are not taxed on any EMPLOYER CONTRIBUTIONS that may be made on your behalf until distribution is made to you. AMOUNT OF MATCHING CONTRIBUTIONS Your EMPLOYER will make a MATCHING CONTRIBUTION for each CONTRIBUTION PERIOD on your behalf equal to 70 percent of your eligible TAX-DEFERRED CONTRIBUTIONS. Eligible TAX-DEFERRED CONTRIBUTIONS are your TAX-DEFERRED CONTRIBUTIONS for the CONTRIBUTION PERIOD up to seven percent of your COMPENSATION for the CONTRIBUTION PERIOD. Your EMPLOYER may, in its discretion, make an additional true-up MATCHING CONTRIBUTION on your behalf at the end of the PLAN YEAR equal to a percentage, determined by your EMPLOYER, of your TAX-DEFERRED CONTRIBUTIONS. The true up MATCHING CONTRIBUTIONS provide the maximum MATCHING CONTRIBUTION on an annual basis. AMOUNT OF QUALIFIED NON-ELECTIVE EMPLOYER CONTRIBUTIONS Your EMPLOYER, in its discretion, may make a QUALIFIED NON-ELECTIVE CONTRIBUTION for a CONTRIBUTION PERIOD on your behalf equal to a percentage, determined by your EMPLOYER, of your COMPENSATION for the CONTRIBUTION PERIOD. Your EMPLOYER will NOT make a QUALIFIED NON-ELECTIVE CONTRIBUTION on your behalf for a CONTRIBUTION PERIOD if you are a HIGHLY COMPENSATED EMPLOYEE for that CONTRIBUTION PERIOD. AMOUNT OF PROFIT-SHARING CONTRIBUTIONS Your EMPLOYER, in its discretion, may make a PROFIT-SHARING CONTRIBUTION for a CONTRIBUTION PERIOD on your behalf equal to a percentage, determined by your EMPLOYER, of your COMPENSATION for the CONTRIBUTION PERIOD. ELIGIBILITY TO PARTICIPATE IN EMPLOYER CONTRIBUTIONS You are eligible to begin participating in EMPLOYER CONTRIBUTIONS under the Plan on the same day that you are eligible to begin making TAX-DEFERRED CONTRIBUTIONS to the Plan. 12 ANNUAL SERVICE REQUIREMENT If you have met the eligibility requirements to begin participating in EMPLOYER CONTRIBUTIONS, you will share in the allocation of PROFIT-SHARING CONTRIBUTIONS for a particular CONTRIBUTION PERIOD only if you also are employed by an EMPLOYER on the last day of the CONTRIBUTION PERIOD. However, you will share in the allocation of PROFIT-SHARING CONTRIBUTIONS for a particular CONTRIBUTION PERIOD even if you are not employed by an EMPLOYER on the last day of the CONTRIBUTION PERIOD because you retired at or after your NORMAL RETIREMENT DATE, or because you died or became permanently and totally disabled. You are permanently and totally disabled if the ADMINISTRATOR determines, on the basis of an acceptable physician's certificate, that you are permanently disabled such that you can no longer continue in the service of your Employer. REEMPLOYMENT If your employment terminates and you are later reemployed as an EMPLOYEE, you will be eligible to begin participating in EMPLOYER CONTRIBUTIONS on your reemployment date if you were eligible to participate in EMPLOYER CONTRIBUTIONS at the time you terminated employment. Otherwise, you will be able to begin participating in EMPLOYER CONTRIBUTIONS on the same day that you are first eligible to make TAX-DEFERRED CONTRIBUTIONS to the Plan. VESTED INTEREST IN EMPLOYER CONTRIBUTIONS You are always 100 percent vested in the value of the EMPLOYER CONTRIBUTIONS in your Plan account. 13 LIMITATIONS ON CONTRIBUTIONS Federal law limits the maximum amount of TAX-DEFERRED CONTRIBUTIONS that you can make to the Plan each calendar year. For 2000, the maximum amount is $10,500 (this amount may be adjusted upward each year). If the ADMINISTRATOR determines that the amount you authorize your EMPLOYER to withhold from your COMPENSATION would exceed the maximum amount permitted for the year, the ADMINISTRATOR will adjust the amount withheld so that it does not exceed the maximum. If you are a HIGHLY COMPENSATED EMPLOYEE, Federal law also limits the amount of TAX-DEFERRED CONTRIBUTIONS that you can make to the Plan and the amount of MATCHING CONTRIBUTIONS that your EMPLOYER can make to the Plan on your behalf. If the ADMINISTRATOR determines that contributions for HIGHLY COMPENSATED EMPLOYEES would exceed the amount that may be contributed to the Plan, it may adjust the amount of TAX-DEFERRED CONTRIBUTIONS, AFTER-TAX CONTRIBUTIONS, and MATCHING CONTRIBUTIONS that would otherwise be made for HIGHLY COMPENSATED EMPLOYEES. In addition, contributions to the Plan are subject to other maximum limitations under the Internal Revenue Code and other applicable law. Amounts that would exceed those limits will be distributed or forfeited as provided under the Plan. 14 WHERE PLAN CONTRIBUTIONS ARE INVESTED You direct how your TAX-DEFERRED CONTRIBUTIONS and ROLLOVER CONTRIBUTIONS are invested. All other contributions to the Plan are invested by the TRUSTEE as directed by the SPONSOR. You may direct that contributions be invested in any of the INVESTMENT FUNDS made available to you under the Plan. Upon request, the ADMINISTRATOR will provide you with additional information on the different INVESTMENT FUNDS available. New INVESTMENT FUNDS may be added and existing INVESTMENT FUNDS changed. The ADMINISTRATOR will update the description of the available INVESTMENT FUNDS to reflect any changes. 404(c) PROTECTION Because you direct how contributions to your Plan account are invested, the SPONSOR, who would otherwise be responsible under Federal rules for directing investments, is relieved of this responsibility with respect to those contributions. Therefore, it is no longer liable under the law for any losses to your Plan account that are the direct and necessary result of your investment directions. It is still responsible, however, for being sure that you have diverse investment opportunities and sufficient opportunity to direct the investment of your Plan account. 15 MAKING INVESTMENT ELECTIONS INVESTMENT ELECTIONS At least such number of days as the ADMINISTRATOR prescribes before the effective date of your participation in the Plan, you must file an investment election with the ADMINISTRATOR directing how contributions to your Plan account are to be invested. Your investment election must specify the percentage of the contributions to your Plan account that is to be invested among the INVESTMENT FUNDS. FAILURE TO DIRECT INVESTMENTS If you do not direct how contributions to your Plan account are to be invested, the contributions will be invested among the INVESTMENT FUNDS selected by the ADMINISTRATOR. CHANGE OF INVESTMENT ELECTIONS You may change how contributions to your Plan account are invested on any day of the PLAN YEAR. To perform this transaction, you may call ANSWERLINE-Registered Trademark-, use ANSWERNET-Registered Trademark-, or contact the ADMINISTRATOR. ELECTION TO TRANSFER BETWEEN INVESTMENT FUNDS You may transfer any amount held in your Plan account from one INVESTMENT FUND to another INVESTMENT FUND. You must specify the amount that is to be transferred. To perform this transaction, you may call ANSWERLINE-Registered Trademark- or contact the ADMINISTRATOR. Direct transfers may not be made between one of the guaranteed long term vehicles (Guaranteed Income Fund) and any fund deemed to be a competing fund, such as a bond fund, without first going through an equity vehicle for at least 90 days. A transfer may be made effective as of any day of the PLAN YEAR. 16 ANSWERLINE-Registered Trademark- 1-800 SERVICE The ANSWERLINE-Registered Trademark- Service is a state-of-the-art system that allows you to access information about your account using a touch-tone telephone. To access ANSWERLINE-Registered Trademark-, call 1-800-253-2287. ANSWERLINE-Registered Trademark- enables you to perform certain transactions, investment transfers, and investment changes in accordance with the terms of your Plan. You should contact the ADMINISTRATOR for materials that describe the features and options that are available. ANSWERLINE-Registered Trademark- is normally available 24 hours a day, seven days a week, except during a brief period of approximately 20 minutes each morning between the hours of 3:30 a.m. and 7:00 a.m., eastern time. ANSWERNET-Registered Trademark- - INTERNET SERVICE CIGNA's ANSWERNET-Registered Trademark- allows Internet access to your retirement account using your personal computer. ANSWERNET-Registered Trademark- is available 24 hours a day, seven days a week. You can access ANSWERNET-Registered Trademark- through CIGNA's Internet site at https://answernet.retire.cigna.com. 17 LOANS FROM YOUR PLAN ACCOUNT You may apply for a loan from your Plan account, by calling ANSWERLINE-Registered Trademark-, while you are employed by your EMPLOYER. No loans shall be made from Employer Contributions. The ADMINISTRATOR will provide you with a copy of the rules governing Plan loans. Any Plan loan made to you will be treated as a separate investment of the assets held in your Plan account. INTERNAL REVENUE CODE RULES Specific Internal Revenue Code rules govern loans from tax-qualified plans. Any Plan loan must meet the minimum requirements set forth in the IRS rules. The loan guidelines provided by the ADMINISTRATOR may, however, set forth more stringent requirements than the IRS minimum. In that case, any Plan loan must meet the more stringent requirements set forth in the loan guidelines. The interest rate charged on a Plan loan must be a reasonable rate similar to the rate charged for a loan made under similar circumstances by persons in the business of lending money. The amount of any Plan loan, when added to the outstanding balance of all other loans made to you from the Plan or any other plan maintained by your EMPLOYER or a RELATED COMPANY, may not exceed specified limits. The term of any Plan loan may not exceed five years, unless it is used to purchase your principal residence. If you are using the loan to purchase your principal residence, your ADMINISTRATOR may allow a longer repayment period of up to ten years. Any Plan loan must be repaid in substantially equal installments through payroll deductions over the term of the loan. Payments must be made not less frequently than quarterly. COLLATERAL FOR LOAN If you receive a Plan loan, a portion of your Plan account equal to the loan amount will be used as collateral for the loan. If a Plan loan is still outstanding at the time distribution of your Plan account is to be made, the amount distributed to you will be reduced by the amount of your Plan account that is held as collateral for the loan, but only to the extent necessary to repay the loan. If you terminate employment with an outstanding loan, the loan will become immediately due and payable and your Plan account will be reduced by the amount of the outstanding loan balance. 18 DEFAULT ON A LOAN You will not receive a Plan loan unless you agree that your Plan account may be charged for unpaid principal and interest if you default on the loan. A Plan loan may be declared by the ADMINISTRATOR to be in default if you fail to make required payments on the loan within 90 days of the due date or there is an outstanding balance on the last scheduled repayment date. If a loan is declared to be in default, the entire unpaid balance of the loan, together with accrued interest, is immediately due and payable. If the balance and interest is not then paid, your Plan account will be charged with the amount of the balance and interest at the earliest date that distribution may be made to you without affecting the tax qualification of the Plan. ADDITIONAL PLAN LOAN RULES The minimum amount of any Plan loan that you may receive is $1,000. You may not have more than one outstanding Plan loan at any time. You may pre-pay the balance of any Plan loan before its due date without incurring a penalty. If your employment terminates, the outstanding balance of any Plan loan made to you shall be immediately due and owing unless you elect to roll over your outstanding loan balance to another qualified plan that accepts such rollovers. 19 IN-SERVICE WITHDRAWALS Under certain circumstances, you may make a cash withdrawal from your Plan account while you are still employed by your EMPLOYER. WITHDRAWAL OF PRIOR NU-METRICS EMPLOYER CONTRIBUTIONS If you have reached age 65, you may withdraw the value of your prior Nu-Metrics EMPLOYER CONTRIBUTIONS in your Plan account that is attributable to assets transferred to the Plan in connection with the merger of the Nu-Metrics 401(k) Plan. Any withdrawal of EMPLOYER CONTRIBUTIONS that you make is subject to the overall conditions and limitations on withdrawals listed below. WITHDRAWAL OF PRIOR TAX-DEFERRED NU-METRICS CONTRIBUTIONS If you have reached age 59 1/2, you may withdraw the value of your prior Nu-Metrics TAX-DEFERRED CONTRIBUTIONS in your Plan account that is attributable to assets transferred to the Plan in connection with the merger of the Nu-Metrics 401(k) Plan. Any withdrawal of TAX-DEFERRED CONTRIBUTIONS that you make is subject to the overall conditions and limitations on withdrawals listed below. OVERALL CONDITIONS AND LIMITATIONS ON WITHDRAWALS You may make a withdrawal from your Plan account effective as of the date or dates prescribed by the ADMINISTRATOR. 20 DISTRIBUTION OF YOUR PLAN ACCOUNT TIMING OF DISTRIBUTION If your employment terminates with your EMPLOYER (and all RELATED COMPANIES), the Plan permits distribution of your Plan account. Distribution may be made as soon as reasonably practicable following the date your employment terminates. APPLICATION FOR DISTRIBUTION Unless your Plan account is CASHED OUT as provided below, distribution of your Plan account will not be made until your NORMAL RETIREMENT DATE unless you have filed an application for distribution with the ADMINISTRATOR. You must pay for all fees and expenses to maintain your vested interest in the Plan. These expenses will be withdrawn directly from your account. SUSPENSION OF DISTRIBUTION If you are reemployed by your EMPLOYER (or a RELATED COMPANY) before distribution of the full value of your Plan account has been made, distribution of your Plan account will be suspended until your reemployment terminates. DISTRIBUTION TO YOU If distribution of your Plan account is to be made to you in a single-sum payment, the full value of your Plan account will be distributed to you when you receive the single-sum payment. DISTRIBUTION TO YOUR BENEFICIARY If you die before distribution of the full value of your Plan account has been made to you, distribution of your Plan account will be made to your BENEFICIARY as soon as reasonably practicable following the date your BENEFICIARY files an application for distribution with the ADMINISTRATOR. 21 CASH OUTS OF PLAN ACCOUNTS AND CONSENT TO DISTRIBUTION If the value of your Plan account is $3,500 or less, your Plan account will be "CASHED OUT" by distributing your Plan account in a single-sum payment as soon as reasonably practicable following the date your employment terminates. Your Plan account will be CASHED OUT even if you do not consent to the distribution. If the value of your Plan account is more than $3,500, distribution of your Plan account cannot be made before your NORMAL RETIREMENT DATE without your written consent. DIRECT ROLLOVER REQUIREMENTS If the distribution of your Plan account is eligible for rollover into an Individual Retirement Account (or "IRA") or other eligible retirement plan, you can elect to have the distribution transferred directly into the Individual Retirement Account or other eligible retirement plan. If you do not elect to have a distribution eligible for rollover directly transferred into an Individual Retirement Account or other eligible retirement plan, a 20 percent mandatory Federal income tax withholding applies to the distribution. If a distribution of your Plan account to your Beneficiary is eligible for rollover, the rollover election and mandatory tax withholding apply to the distribution. REQUIRED DISTRIBUTIONS Distribution of your Plan account must be made no later than the April 1 following the close of the calendar year in which you reach age 70 1/2, regardless of whether your employment has terminated at that time or whether you have filed an application for distribution with the ADMINISTRATOR. Special rules apply if you reached age 70 1/2 before January 1, 1988. 22 FORM OF PAYMENT NORMAL FORM OF PAYMENT Unless you elect the optional form of payment described below, distribution of your Plan account will be made to you in a single-sum payment. OPTIONAL FORM OF PAYMENT You may elect to have distribution of the portion of your Plan account that is attributable to assets transferred to the Plan in connection with the merger of the Nu-Metrics 401(k) Plan made in the optional form of payment provided under the Plan. The optional form of payment for prior Nu-Metrics contributions available under the Plan is a series of installment payments. You specify the period over which installment payments will be paid. Under Federal law, however, the maximum period over which installment payments may be paid cannot exceed your life expectancy or the joint life expectancies of you and your BENEFICIARY. For purposes of determining the maximum payment period, your life expectancy, and the life expectancy of your BENEFICIARY, if applicable, will be calculated only once, at the time installment payments begin. Installment payments will be paid in reasonably equal payments, except as necessary to reflect increases or decreases in the value of your Plan account. FORM OF PAYMENT TO YOUR BENEFICIARY If you die before any distribution of your Plan account is made, distribution of your Plan account will be made to your BENEFICIARY in a single-sum payment or in a series of installment payments, whichever your BENEFICIARY selects. If you die after distribution of your Plan account has begun in a series of installment payments, but before distribution of the full value of your Plan account is made, installment payments will continue to your BENEFICIARY after your death. EFFECT OF REEMPLOYMENT ON FORM OF PAYMENT ELECTION If you are reemployed by your EMPLOYER (or a RELATED COMPANY) before distribution of the full value of your Plan account is made, any form of payment election that you made will be ineffective with respect to your Plan account. 23 OVERRIDING CASH OUT PROVISION If the value of your Plan account is $3,500 or less, your Plan account will be "CASHED OUT" by distributing your Plan account to you in a single-sum payment. Your Plan account will be CASHED OUT even if you have elected a form of payment other than a single-sum payment. 24 YOUR BENEFICIARY UNDER THE PLAN You may designate a BENEFICIARY on the form provided by the ADMINISTRATOR to receive distribution of your Plan account if you die. Unless you marry (or remarry), your BENEFICIARY will not change until you file a new designation of BENEFICIARY form with the ADMINISTRATOR designating a different BENEFICIARY. BENEFICIARY IF YOU ARE MARRIED If you are married, your BENEFICIARY under the Plan is your spouse. You may designate a non-spouse BENEFICIARY on the form provided by the ADMINISTRATOR with your spouse's written consent. EFFECT OF MARRIAGE ON PRIOR BENEFICIARY DESIGNATION If you designate a non-spouse BENEFICIARY and then get married, your prior BENEFICIARY designation will be ineffective. BENEFICIARY WHERE THERE IS NO DESIGNATED BENEFICIARY If you die without designating a BENEFICIARY or if no BENEFICIARY survives you, your BENEFICIARY will be your surviving spouse or, if you have no surviving spouse, your surviving children in equal shares, or if you have no surviving children, your estate. SPOUSAL CONSENT TO BENEFICIARY DESIGNATION If you designate a BENEFICIARY other than your spouse, your spouse must sign a written consent to your designation of a BENEFICIARY. Your spouse's written consent must specifically acknowledge the non-spouse BENEFICIARY you have designated and must be witnessed by a Plan representative or a notary public. Instead of specifically acknowledging your designated, non-spouse BENEFICIARY, your spouse's consent may be a general consent that permits you to change your designation of BENEFICIARY without further spousal consent. Your spouse's written consent will not be required if your spouse cannot be located, you have a court order stating that you are legally separated from your spouse, or you have a court order stating that your spouse has abandoned you. 25 CLAIMS FOR BENEFITS Your application for benefits under the Plan should be sent to the ADMINISTRATOR. If you disagree with a decision made by the ADMINISTRATOR regarding a claim under the Plan, you have the right to ask the ADMINISTRATOR for a review of its decision. You should contact the ADMINISTRATOR at its business address or at its business phone number within 60 days of the date on which you receive notice of denial of the claim. A request for review must contain the following information: (a) the date you received notice of denial of your claim and the date your request for review is filed; (b) the specific part of the claim you want reviewed; (c) a statement setting forth the basis upon which you think the decision should be reversed; and (d) any written material that you think is pertinent to your claim and that you want the ADMINISTRATOR to examine. Unless additional time is required, the ADMINISTRATOR will review the denial of your claim and notify you in writing of its decision, within 60 days of the filing of your request. 26 AMENDMENT AND TERMINATION OF THE PLAN PLAN AMENDMENT The SPONSOR reserves the right to amend the Plan, either prospectively or retroactively. PLAN TERMINATION The SPONSOR reserves the right to terminate the Plan at any time. In addition, an EMPLOYER may withdraw from the Plan at any time. If an EMPLOYER withdraws from the Plan, the EMPLOYER will determine whether the withdrawal should be treated as a termination of the Plan with respect to its EMPLOYEES. If the Plan is terminated, distribution of your Plan account will be made as permitted under Federal law. 27 MISCELLANEOUS INFORMATION PLAN BOOKLET DOES NOT CREATE EMPLOYMENT CONTRACT The only purpose of this booklet is to provide you with information about the benefits available under the Plan. The benefits described are not conditions of employment. Nor is the booklet intended to create an employment contract between you and your EMPLOYER. Nothing in this booklet should be construed as a limitation on your or your EMPLOYER'S right to terminate your employment at any time, with or without cause. NO GUARANTEES REGARDING INVESTMENT PERFORMANCE Neither the SPONSOR, your EMPLOYER, nor the ADMINISTRATOR guarantees any particular investment gain or appreciation on your Plan account nor guarantees your Plan account against investment losses or depreciation. IF CIRCUMSTANCES REQUIRE THE DELAY OF A WITHDRAWAL All withdrawals may be delayed by Connecticut General Life Insurance Company under certain circumstances. A description of these situations may be obtained from your ADMINISTRATOR. Regardless of the circumstances, there will be no delay in payment in cases of death, retirement, termination of employment, or total and permanent disability. TRANSFERS FROM THE GUARANTEED INCOME FUND MAY BE LIMITED Under certain circumstances the amount transferred from the Guaranteed Income Fund to other investment funds may be limited by Connecticut General Life Insurance Company. Please see your ADMINISTRATOR for further information on transferring funds from the Guaranteed Income Fund. PAYMENT OF ADMINISTRATIVE EXPENSES Generally, the expenses of administering the Plan are paid from Plan assets, unless your EMPLOYER elects to make the payment. In addition, your particular Plan account may be charged for the cost of administrative expenses that are attributable directly to your Plan account, unless your EMPLOYER elects to make the payment. 28 QUALIFIED DOMESTIC RELATIONS ORDERS Generally, Federal law prohibits payment of your Plan account to someone other than you, unless you have died. An exception to this rule is made for QUALIFIED DOMESTIC RELATIONS ORDERS. A QUALIFIED DOMESTIC RELATIONS ORDER may require that a portion of your Plan account be paid to someone other than you or your BENEFICIARY. "QUALIFIED DOMESTIC RELATIONS ORDERS" are court judgments, decrees, etc. that pertain to child support, alimony, or marital property and that meet specific legal requirements. The ADMINISTRATOR has procedures for determining whether a court judgment or decree meets the specific legal requirements to be a QUALIFIED DOMESTIC RELATIONS ORDER. RETURN OF CONTRIBUTIONS TO YOUR EMPLOYER If your EMPLOYER makes a contribution to the Plan on your behalf by mistake or if your EMPLOYER cannot deduct a contribution made to the Plan on its tax return, that contribution will be returned to your EMPLOYER in accordance with Federal law. 29 TOP-HEAVY PROVISIONS Federal law requires that the Plan contain certain provisions that become effective only if the Plan becomes TOP-HEAVY. The Plan will become "TOP-HEAVY" if the aggregate value of Plan accounts for certain officers and shareholders is 60 percent or more of the value of all assets held under the Plan. If the Plan becomes TOP-HEAVY, specific minimum vesting and minimum benefits provisions become effective. If the Plan becomes TOP-HEAVY, the ADMINISTRATOR will notify you and give you additional details regarding these provisions. 30 MORE THINGS YOU SHOULD KNOW Your EMPLOYER makes contributions to the Plan solely for your benefit. All the assets of the Plan are held for the exclusive benefit of participants and their beneficiaries. The Plan is qualified under the Internal Revenue Code as a profit-sharing plan. EMPLOYER CONTRIBUTIONS to the Plan can only be made out of EMPLOYER current or accumulated net earnings. If your EMPLOYER has no current or accumulated net earnings for a PLAN YEAR, no EMPLOYER CONTRIBUTIONS to the Plan can be made for that PLAN YEAR. Even though the Plan generally provides for distribution after termination of your employment, under certain circumstances which involve a termination of employment with your EMPLOYER because of a sale of the business in which you work, if you continue working for the successor employer you may not be eligible for distribution of your Plan account until your employment terminates with the successor employer and any companies related to it. Because the Plan assets are held in individual accounts and are never less than the total benefits payable to participants, no insurance of benefits by the Pension Benefit Guaranty Corporation under Title IV of the Employee Retirement Income Security Act of 1974 ("ERISA") is necessary or available. The Plan is subject, however, to the applicable provisions of Title I of ERISA (protection of employee benefit rights) and Title II of ERISA (amendments to the Internal Revenue Code relating to retirement plans). 31 YOUR RIGHTS UNDER THE PLAN The Plan is covered by ERISA, which was designed to protect employees' rights under benefit plans. As a participant of the Plan, you should know as much as possible about your Plan benefits. You are entitled to: - Examine, without charge, at the Plan administrator's office and at other specified locations, copies of all Plan documents and other Plan information filed by the Plan administrator with the U.S. Department of Labor, such as annual reports and Plan descriptions. - Obtain copies of all Plan documents and other Plan information, upon written request addressed to the Plan administrator and for which the Plan administrator may make a reasonable charge. - Receive from the Plan administrator at no charge a summary of the Plan's annual financial report. - Obtain a statement once a year, upon written request addressed to the Plan administrator, of your accrued benefits under the Plan. - Obtain information as to whether a particular employer has adopted the Plan and, if so, the employer's address, upon written request addressed to the Plan administrator. - Receive a written explanation with respect to any denied benefit claim regarding the reasons for the denial and the steps you must take in order to have the denial reviewed and reconsidered. ERISA imposes duties upon the people who are responsible for the operation of the Plan. Such people are called "fiduciaries" and have a duty to act prudently and in the best interest of participants and their beneficiaries. No one, including your EMPLOYER, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA. There are steps you can take to enforce your rights under ERISA. Although the ADMINISTRATOR carefully administers the Plan, if for some reason you believe that you have been improperly denied a benefit or that your rights under ERISA have been violated, you have a right to file suit in state or Federal court. If you believe a Plan fiduciary has misused Plan funds, or if documents you have requested are not furnished within 30 days (barring circumstances beyond the Plan administrator's control), you have the right to file suit in Federal court or request assistance from the U.S. Department of Labor. A court may award you certain penalties (up to $110.00 per day) if the Plan administrator refused to provide documents you requested, until you receive the 32 documents. If you disagree with the ADMINISTRATOR'S decision (or lack thereof) concerning the qualified status of a domestic relations order, you may file suit in Federal court. Service of legal process may be made upon the agent designated at the end of this booklet. The SPONSOR does not believe that filing suit will ever be necessary, but should you feel that it is, the law protects you from being fired or otherwise discriminated against to prevent you from enforcing your rights under ERISA. After deciding your case, the court may also decide whether the losing party should pay court costs and the legal fees and expenses of the winning party. If you are successful, the court may order the party you have sued to pay these costs and fees for you. However, if you lose, the court may order you to pay these costs and fees for the party you sued, for example, if the court finds your claim to be frivolous. If you have any questions, you should contact the Plan administrator at the address indicated at the end of this booklet. If you have any questions about this statement of your rights under ERISA, you may contact the nearest Office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory or contact the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, DC 20210. 33 ADDITIONAL INFORMATION PLAN ADMINISTRATOR The Plan administrator (which may or may not also be the ADMINISTRATOR) is: Quixote Corporation, One East Wacker Drive, Chicago, IL 60601; (312) 467-6755. AGENT FOR SERVICE OF LEGAL PROCESS Legal process may be served on: Quixote Corporation, One East Wacker Drive, Chicago, IL 60601; (312) 467-6755. Legal process may also be served on the TRUSTEE at its address listed below. SPONSOR The SPONSOR is: Quixote Corporation, One East Wacker Drive, Chicago, IL 60601; (312) 467-6755. EMPLOYER IDENTIFICATION NUMBER The SPONSOR'S Employer identification number for purposes of helping to identify the Plan is: 36-2675371. PLAN NUMBER The Plan number for purposes of helping to identify the Plan is: 001. TRUSTEE The TRUSTEE is: CG Trust Company, an Illinois Company, 525 West Monroe St., Suite 1900, Chicago, IL 60661-3629. 34