Ohio | 31-0958666 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer | þ | Accelerated filer | o | |||
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o | |||
Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. | o |
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||
Common shares, without par value | 4,100,000 | $69.12(2) | $283,392,000(2) | $32,845.13 | ||
Deferred compensation obligations (3) | $40,000,000 | 100%(4) | $40,000,000(4) | $4,636.00 | ||
(1) | Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities Act"), this registration statement also includes additional common shares, without par value (“common shares”), of Cardinal Health, Inc. (the “Company”) as may become issuable pursuant to the anti-dilution provisions of the Cardinal Health Deferred Compensation Plan (the "DCP"), the Cardinal Health 401(k) Savings Plan (the "401(k) Plan") and the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico (the "Puerto Rico 401(k) Plan") or as may otherwise be attributable to such common shares as a result of a stock split, stock dividend or similar transaction. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 401(k) Plan and the Puerto Rico 401(k) Plan. | |||||
(2) | Estimated solely for calculating the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of the common shares on the New York Stock Exchange on August 4, 2017, within five business days prior to filing. | |||||
(3) | The deferred compensation obligations are unsecured obligations of the Company to pay deferred compensation in the future in accordance with the DCP. | |||||
(4) | Estimated solely for calculating the amount of the registration fee pursuant to paragraph (h) of Rule 457 under the Securities Act. |
(a) | The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed with the Commission on August 10, 2017; |
(b) | The Annual Reports on Form 11-K for the year ended December 31, 2016 filed with the Commission on June 20, 2017 with respect to the 401(k) and Puerto Rico 401(k) Plans; and |
(c) | The description of the common shares contained in the Company’s Registration Statement on Form 8-A dated August 19, 1994, pursuant to Section 12 of the Exchange Act, and all amendments and reports filed for the purpose of updating such description, including the Current Reports on Form 8-K filed on August 10, 2012 and November 9, 2015. |
Exhibit Number | Description of Exhibit | |
4.1 | Amended and Restated Articles of Incorporation of Cardinal Health, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-11373) | |
4.2 | Cardinal Health, Inc. Restated Code of Regulations, as amended (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 30, 2016, File No. 1-11373) | |
4.3 | Specimen Certificate for Common Shares of Cardinal Health, Inc. (incorporated by reference to Exhibit 4.01 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001, File No. 1-11373) | |
4.4 | Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, File No. 1-11373) | |
4.5 | First Amendment to the Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373) | |
4.6 | Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2016 | |
4.7 | Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico, as amended and restated effective as of January 1, 2016 | |
5.1 | Opinion of Counsel | |
23.1 | Consent of Independent Registered Public Accounting Firm | |
23.2 | Consent of Counsel (included in opinion filed as Exhibit 5.1 hereto) |
24.1 | Power of Attorney (included in the signature page to this registration statement) |
CARDINAL HEALTH, INC. | ||
By: | /s/ George S. Barrett | |
George S. Barrett Chairman and Chief Executive Officer |
Signature | Title | |||
/s/ George S. Barrett | Chairman and Chief Executive Officer and Director (principal executive officer) | |||
George S. Barrett | ||||
/s/ Michael C. Kaufmann | Chief Financial Officer (principal financial officer) | |||
Michael C. Kaufmann | ||||
/s/ Stuart G. Laws | Senior Vice President and Chief Accounting Officer (principal accounting officer) | |||
Stuart G. Laws | ||||
/s/ David J. Anderson | Director | |||
David J. Anderson | ||||
/s/ Colleen F. Arnold | Director | |||
Colleen F. Arnold | ||||
/s/ Carrie S. Cox | Director | |||
Carrie S. Cox | ||||
/s/ Calvin Darden | Director | |||
Calvin Darden | ||||
/s/ Bruce L. Downey | Director | |||
Bruce L. Downey | ||||
/s/ Patricia A. Hemingway Hall | Director | |||
Patricia A. Hemingway Hall |
/s/ Clayton M. Jones | Director | |||
Clayton M. Jones | ||||
/s/ Gregory B. Kenny | Director | |||
Gregory B. Kenny | ||||
/s/ Nancy Killefer | Director | |||
Nancy Killefer | ||||
/s/ David P. King | Director | |||
David P. King |
CARDINAL HEALTH 401(k) SAVINGS PLAN | |
By: | /s/ Kendell Sherrer |
Kendell Sherrer Financial Benefit Plans Committee Member |
CARDINAL HEALTH 401(k) SAVINGS PLAN FOR EMPLOYEES OF PUERTO RICO | ||
By: | /s/ Kendell Sherrer | |
Kendell Sherrer Financial Benefit Plans Committee Member |
Exhibit Number | Description of Exhibit | |
4.1 | Amended and Restated Articles of Incorporation of Cardinal Health, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-11373) | |
4.2 | Cardinal Health, Inc. Restated Code of Regulations, as amended (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 30, 2016, File No. 1-11373) | |
4.3 | Specimen Certificate for Common Shares of Cardinal Health, Inc. (incorporated by reference to Exhibit 4.01 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001, File No. 1-11373) | |
4.4 | Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, File No. 1-11373) | |
4.5 | First Amendment to the Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373) | |
4.6 | Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2016 | |
4.7 | Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico, as amended and restated effective as of January 1, 2016 | |
5.1 | Opinion of Counsel | |
23.1 | Consent of Independent Registered Public Accounting Firm | |
23.2 | Consent of Counsel (included in opinion filed as Exhibit 5.1 hereto) | |
24.1 | Power of Attorney (included in the signature page to this registration statement) |
Page | ||||
ARTICLE I DEFINITIONS | 3 | |||
SECTION 1.01 | ACCOUNT | 3 | ||
SECTION 1.02 | ACCOUNTING DATE | 3 | ||
SECTION 1.03 | BENEFICIARY | 3 | ||
SECTION 1.04 | BOARD | 3 | ||
SECTION 1.05 | CATCH-UP ACCOUNT | 3 | ||
SECTION 1.06 | CODE | 3 | ||
SECTION 1.07 | COMPANY | 3 | ||
SECTION 1.08 | COMPENSATION | 3 | ||
SECTION 1.09 | COMPENSATION DEFERRAL ACCOUNT | 6 | ||
SECTION 1.10 | EFFECTIVE DATE | 6 | ||
SECTION 1.11 | ELIGIBLE EMPLOYEE | 7 | ||
SECTION 1.12 | EMPLOYEE | 7 | ||
SECTION 1.13 | EMPOLYER(S) | 7 | ||
SECTION 1.14 | EMPLOYER CONTRIBUTION ACCOUNT | 8 | ||
SECTION 1.15 | ERISA | 8 | ||
SECTION 1.16 | FORMER PARTICIPANT | 8 | ||
SECTION 1.17 | HIGHLY COMPENSATED EMPLOYEE | 8 | ||
SECTION 1.18 | INCOME | 8 | ||
SECTION 1.19 | LEASED EMPLOYEE | 9 | ||
SECTION 1.20 | MATCHING ACCOUNT | 9 | ||
SECTION 1.21 | NONFORFEITABLE | 9 | ||
SECTION 1.22 | NONFORFEITABLE ACCOUNT BALANCE | 9 | ||
SECTION 1.23 | NON-HIGHLY COMPENSATED EMPLOYEE | 9 | ||
SECTION 1.24 | NORMAL RETIREMENT AGE | 9 | ||
SECTION 1.25 | PARTICIPANT | 9 | ||
SECTION 1.26 | PLAN | 10 | ||
SECTION 1.27 | PLAN ADMINISTRATOR | 10 | ||
SECTION 1.28 | PLAN YEAR | 10 | ||
SECTION 1.29 | QUALIFIED MATCHING CONTRIBUTION ACCOUNT | 10 | ||
SECTION 1.30 | QUALIFIED NON-ELECTIVE CONTRIBUTION ACCOUNT | 10 | ||
SECTION 1.31 | RELATED EMPLOYERS | 10 | ||
SECTION 1.32 | REQUIRED BEGINNING DATE | 10 | ||
SECTION 1.33 | ROLLOVER ACCOUNT | 10 | ||
SECTION 1.34 | ROTH ACCOUNT | 10 | ||
SECTION 1.35 | SERVICE AND BREAK IN SERVICE DEFINITIONS | 11 | ||
SECTION 1.36 | SHARES | 14 |
SECTION 1.37 | SPOUSE | 14 | ||
SECTION 1.38 | TOTAL DISABILITY/TOTALLY DISABLED | 14 | ||
SECTION 1.39 | TRANSFER ACCOUNT | 14 | ||
SECTION 1.40 | TREASURY REGULATIONS | 14 | ||
SECTION 1.41 | TRUST | 14 | ||
SECTION 1.42 | TRUST FUND | 14 | ||
SECTION 1.43 | TRUSTEE | 14 | ||
SECTION 1.44 | VALUATION DATE | 15 | ||
SECTION 1.45 | TERMS DEFINED ELSEWHERE | 15 | ||
ARTICLE II ELIGIBILITY AND PARTICIPATION | 17 | |||
SECTION 2.01 | ELIGIBILITY | 17 | ||
SECTION 2.02 | PARTICIPATION UPON RE-EMPLOYMENT | 17 | ||
SECTION 2.03 | ENROLLMENT | 17 | ||
SECTION 2.04 | TRANSFER BETWEEN PARTICIPATING EMPLOYERS | 17 | ||
SECTION 2.05 | TRANSFERS BETWEEN CLASSES OF EMPLOYEES | 17 | ||
ARTICLE III CONTRIBUTIONS | 18 | |||
SECTION 3.01 | INDIVIDUAL ACCOUNTS | 18 | ||
SECTION 3.02 | EMPLOYER CONTRIBUTIONS | 18 | ||
SECTION 3.03 | EMPLOYER AND SPECIAL CONTRIBUTION ALLOCATIONS AND ACCRUAL OF BENEFIT | 18 | ||
SECTION 3.04 | PARTICIPANT CONTRIBUTIONS | 20 | ||
SECTION 3.05 | MATCHING CONTRIBUTIONS | 23 | ||
SECTION 3.06. | CHANGES AND SUSPENSIONS OF COMPENSATION DEFERRAL CONTRIBUTIONS, ROTH CONTRIBUTIONS, CATCH-UP CONTRIBUTIONS AND ROTH CATCH-UP CONTRIBUTIONS | 24 | ||
SECTION 3.07 | MATCHING AND QUALIFIED MATCHING CONTRIBUTIONS | 25 | ||
SECTION 3.08 | MATCHING CONTRIBUTION ALLOCATION AND ACCRUAL OF BENEFIT | 26 | ||
SECTION 3.09 | VOLUNTARY EMPLOYEE NONDEDUCTIBLE CONTRIBUTIONS | 26 | ||
SECTION 3.10 | QUALIFIED NON-ELECTIVE CONTRIBUTIONS | 27 | ||
SECTION 3.11 | TIME OF PAYMENT OF CONTRIBUTION | 17 | ||
SECTION 3.12 | ALLOCATION OF FORFEITURES | 17 | ||
SECTION 3.13 | ROLLOVER CONTRIBUTIONS | 17 | ||
SECTION 3.14 | RETURN OF CONTRIBUTIONS | 28 | ||
SECTION 3.15 | FURTHER REDUCTIONS OF CONTRIBUTIONS | 28 | ||
ARTICLE IV TERMINATION OF SERVICE; PARTICIPANT VESTING | 29 | |||
SECTION 4.01 | VESTING | 29 | ||
SECTION 4.02 | INCLUDED YEARS OF SERVICE – VESTING | 30 | ||
SECTION 4.03 | FORFEITURE OCCURS | 30 | ||
SECTION 4.04 | CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS | 30 | ||
SECTION 4.05 | RESTORATION OF FORFEITED PORTION OF ACCOUNT | 31 | ||
ARTICLE V TIME AND METHOD OF PAYMENT OF BENEFITS | 33 | |||
SECTION 5.01 | RETIREMENT | 33 | ||
SECTION 5.02 | DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT PRIOR TO NORMAL RETIREMENT AGE | 33 | ||
SECTION 5.03 | OTHER RULES GOVERNING THE TIME OF PAYMENT OF BENEFITS | 35 | ||
SECTION 5.04 | FORM OF BENEFIT PAYMENTS | 36 | ||
SECTION 5.05 | REQUIRED MINIMUM DISTRIBUTIONS | 36 | ||
SECTION 5.06 | DESIGNATION OF AND DISTRIBUTION TO BENEFICIARY | 41 | ||
SECTION 5.07 | FAILURE OF BENEFICIARY DESIGNATION | 41 | ||
SECTION 5.08 | SPECIAL RULES FOR TRANSFER ACCOUNTS | 42 | ||
SECTION 5.09 | DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS | 42 | ||
SECTION 5.10 | FORM OF PAYMENTS | 42 | ||
SECTION 5.11 | LOST PARTICIPANT OR BENEFICIARY | 42 | ||
SECTION 5.12 | FACILITY OF PAYMENT | 43 | ||
SECTION 5.13 | NO DISTRIBUTION PRIOR TO SEVERANCE FROM EMPLOYMENT, DEATH OR TOTAL DISABILITY | 43 | ||
SECTION 5.14 | DISTRIBUTION OF ASSETS TRANSFERRED FROM MONEY PURCHASE PENSION PLAN | 44 | ||
SECTION 5.15 | WRITTEN INSTRUCTION NOT REQUIRED | 44 | ||
ARTICLE VI WITHDRAWALS, DIRECT ROLLOVERS AND WITHHOLDING, LOANS | 45 | |||
SECTION 6.01 | HARDSHIP WITHDRAWALS | 45 | ||
SECTION 6.02 | SPECIAL WITHDRAWAL RULES APPLICABLE TO ROLLOVER CONTRIBUTIONS | 46 | ||
SECTION 6.03 | SPECIAL WITHDRAWAL RULES APPLICABLE TO TRANSFER ACCOUNTS | 46 | ||
SECTION 6.04 | WITHDRAWALS UPON ATTAINMENT OF AGE 59½; PROCEDURES | 46 |
SECTION 6.05 | DIRECT ROLLOVER AND WITHHOLDING RULES | 47 | ||
SECTION 6.06 | LOANS TO PARTICIPANTS | 49 | ||
SECTION 6.07 | QUALIFIED RESERVIST DISTRIBUTIONS | 52 | ||
ARTICLE VII EMPLOYER ADMINISTRATIVE PROVISIONS | 54 | |||
SECTION 7.01 | ESTABLISHMENT OF TRUST | 54 | ||
SECTION 7.02 | INFORMATION TO PLAN ADMINISTRATOR | 54 | ||
SECTION 7.03 | NO LIABILITY | 54 | ||
SECTION 7.04 | INDEMNITY BY EMPLOYER | 54 | ||
SECTION 7.05 | INVESTMENT FUNDS | 54 | ||
SECTION 7.06 | EMPLOYEE STOCK OWNERSHIP PLAN | 55 | ||
ARTICLE VIII PARTICIPANT ADMINISTRATIVE PROVISIONS | 57 | |||
SECTION 8.01 | PERSONAL DATA TO PLAN ADMINISTRATOR | 57 | ||
SECTION 8.02 | ADDRESS FOR NOTIFICATION | 57 | ||
SECTION 8.03 | ASSIGNMENT OR ALIENATION | 57 | ||
SECTION 8.04 | NOTICE OF CHANGE IN TERMS | 57 | ||
SECTION 8.05 | PARTICIPANT DIRECTION OF INVESTMENT | 57 | ||
SECTION 8.06 | CHANGE OF INVESTMENT DESIGNATIONS | 58 | ||
SECTION 8.07 | LITIGATION AGAINST THE TRUST | 59 | ||
SECTION 8.08 | INFORMATION AVAILABLE | 59 | ||
SECTION 8.09 | APPEAL PROCEDURE FOR DENIAL OF BENEFITS | 59 | ||
SECTION 8.10 | CLAIMS INVOLVING BENEFITS RELATED TO TOTAL DISABILITY | 60 | ||
SECTION 8.11 | STATUTE OF LIMITATIONS FOR CIVIL ACTIONS | 60 | ||
SECTION 8.12 | USE OF ALTERNATIVE MEDIA | 61 | ||
ARTICLE IX ADMINISTRATION OF THE PLAN | 62 | |||
SECTION 9.01 | ADMINISTRATOR, TRUSTEE AND FIDUCIARIES | 62 | ||
SECTION 9.02 | PLAN ADMINISTRATOR POWERS AND DUTIES | 62 | ||
SECTION 9.03 | APPLICATIONS AND FORMS FOR BENEFITS | 64 | ||
SECTION 9.04 | AUTHORIZATION OF BENEFIT PAYMENTS | 64 | ||
SECTION 9.05 | FUNDING POLICY | 64 | ||
SECTION 9.06 | SEPARATE ACCOUNTING | 64 | ||
SECTION 9.07 | VALUE OF PARTICIPANT'S ACCOUNT | 64 | ||
SECTION 9.08 | REGISTRATION AND VOTING OF EMPLOYER COMMON STOCK | 64 | ||
SECTION 9.09 | INDIVIDUAL STATEMENT | 65 | ||
SECTION 9.10. | FEES AND EXPENSES FROM FUND | 65 | ||
ARTICLE X TOP HEAVY RULES | 66 | |||
SECTION 10.01 | MINIMUM EMPLOYER CONTRIBUTION | 66 | ||
SECTION 10.02 | ADDITIONAL CONTRIBUTION | 66 | ||
SECTION 10.03 | DETERMINATION OF TOP HEAVY STATUS | 67 | ||
SECTION 10.04 | TOP HEAVY VESTING SCHEDULE | 68 | ||
SECTION 10.05 | DEFINITIONS | 68 | ||
ARTICLE XI MISCELLANEOUS | 70 | |||
SECTION 11.01 | EVIDENCE | 70 | ||
SECTION 11.02 | NO RESPONSIBILITY FOR EMPLOYER ACTION | 70 | ||
SECTION 11.03 | FIDUCIARIES NOT INSURERS | 70 | ||
SECTION 11.04 | WAIVER OF NOTICE | 70 | ||
SECTION 11.05 | SUCCESSORS | 70 | ||
SECTION 11.06 | WORD USAGE | 70 | ||
SECTION 11.07 | HEADINGS | 70 | ||
SECTION 11.08 | STATE LAW | 70 | ||
SECTION 11.09 | EMPLOYMENT NOT GUARANTEED | 70 | ||
ARTICLE XI EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION | 72 | |||
SECTION 12.01 | EXCLUSIVE BENEFIT | 72 | ||
SECTION 12.02 | AMENDMENT BY COMPANY | 72 | ||
SECTION 12.03 | AMENDMENT TO VESTING PROVISIONS | 72 | ||
SECTION 12.04 | DISCONTINUANCE | 73 | ||
SECTION 12.05 | FULL VESTING ON TERMINATION | 73 | ||
SECTION 12.06 | MERGER AND DIRECT TRANSFER | 73 | ||
SECTION 12.07 | TERMINATION | 73 | ||
SCHEDULE I MERGING PLANS | 75 | |||
SCHEDULE II ANNUITY DISTRIBUTIONS TO CERTAIN PARTICIPANTS | 78 | |||
SCHEDULE III LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS | 82 | |||
SCHEDULE IV SPECIAL PROVISIONS FOR PRIOR MERGED PLANS | 90 | |||
ADDITIONAL ESOP REQUIREMENTS | 94 |
A. | Compensation. Except as otherwise provided on Schedule IV to the Plan, the Employee’s Compensation is determined pursuant to Treas. Reg. 1.415(c)-2(d)(2) as follows: Compensation means the Employee’s wages, salaries, fees for professional services and other amounts received (whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan, to the extent that the amounts are includible in gross income (or to the extent amounts would have been received and includible in gross income but for an election under Code Section 125(a) (relating to a cafeteria plan), including any amounts not available to a participant in cash in lieu of group health coverage because the participant is unable to certify that he or she has other health coverage as provided in Revenue Ruling 2002-27, Code Section 132(f)(4) (relating to a qualified transportation fringe benefit plan), Code Section 402(e)(3) (relating to Code Sections 401(k) and 403(b) arrangements), Code Section 402(h) |
(i) | Employer contributions (other than elective contributions described in Code Section 402(e)(3) (relating to Code Sections 401(k) and 403(b) arrangements), Code Section 408(k)(6) (relating to a simplified employee pension), Code Section 408(p)(2)(A)(i) (relating to simple retirement accounts) or Code Section 457(b) (relating to eligible deferred compensation plans)) made by an Employer to a plan of deferred compensation (including a simplified employee pension described in Code Section 408(k) or a simple retirement account described in Code Section 408(p), and whether or not qualified) to the extent the contributions are not included in the gross income of the Employee for the taxable year in which contributed, and any distributions from a plan of deferred compensation (whether or not qualified), regardless of whether such amounts are includible in the gross income of the Employee when distributed. |
(ii) | Amounts realized from the exercise of a nonstatutory option (which is an option other than a statutory option as defined in Treasury Regulation Section |
(iii) | Amounts realized from the sale, exchange, or other disposition of stock acquired under a statutory stock option (as defined in Treasury Regulation Section 1.421-1(b)). |
(iv) | Other amounts that receive special tax benefits such as premiums for group-term life insurance (but only to the extent that the premiums are not includible in the gross income of the Employee and are not salary reduction amounts that are described in Code Section 125). |
(v) | Other items of remuneration that are similar to any of the items listed in paragraphs (i) through (iv). |
(vi) | Amounts described in Code Section 104(a)(3), 105(a), or 105(h), but only to the extent that these amounts are includible in the gross income of the Employee. |
(vii) | Amounts paid or reimbursed by the Employer for moving expenses incurred by the Employee, but only to the extent that at the time of the payment it is reasonable to believe that these amounts are not deductible by the Employee under Code Section 217. |
(viii) | The value of a nonstatutory option (which is an option other than a statutory option as defined in Treasury Regulation Section 1.421-1(b)) granted to the Employee by the Employer, but only to the extent that the value of the option is includible in the gross income of the Employee for the taxable year in which granted. |
(ix) | The amount includible in the gross income of the Employee upon making the election described in Code Section 83(b). |
(x) | Amounts that are includible in the gross income of the Employee under the rules of Code Section 409A or Section 457(f)(1)(A) or because the amounts are constructively received by the Employee. |
B. | Compensation Limit. In addition to other applicable limitations set forth in the Plan, and notwithstanding any other provisions of the Plan to the contrary, the annual Compensation of each Employee taken into account under the Plan shall not exceed the "Compensation Limitation" under Code Section 401(a)(17) in effect for the applicable Determination Period as defined herein. Effective January 1, 2015, and continuing for 2016, the Compensation Limitation is $265,000, and is subject to cost of living adjustments in future years in accordance with Code Section 401(a)(17) |
C. | Post-Severance Compensation. Compensation must be paid or treated as paid to the Employee before the Employee's Severance from Employment with the Employer. Notwithstanding the immediately preceding sentence, Compensation shall include Post-Severance Compensation paid by the later of: (i) two and one-half (2½) months after Severance from Employment with the Employer; or (ii) the end of the Plan Year that includes the date of the Employee's Severance from Employment with the Employer. "Post-Severance Compensation" means payments that would have been included in the definition of Compensation if they were paid prior to the Employee's Severance from Employment and the payments are regular Compensation for Services during the Employee’s regular working hours, or Compensation for Services outside the Participant's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, but only if the payments would have been paid to the Employee if the Employee had continued in employment with the Employer. Any payments not described in the preceding sentence are not considered Post-Severance Compensation if paid after Severance from Employment, except for payments (i) to an individual who does not currently perform services for the Employer by reason of Qualified Military Service (within the meaning of Code Section 414(u)(1)) to the extent these payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering Qualified Military Service; or (ii) to any Participant who is permanently and totally disabled (as defined in Code Section 22(e)(3)) if the Participant is not a Highly Compensated Employee immediately before becoming disabled. |
A. | at any time during the current Plan Year or the preceding Plan Year was a five percent owner of the Employer as defined in Code Section 416(i); or |
B. | for the preceding Plan Year: |
(i) | received more than $120,000 (for 2015 and thereafter adjusted pursuant to Section 414(q)(1) of the Code) in annual Compensation from the Employer; and |
(ii) | was in the top 20% of Employees when ranked on the basis of Compensation for the preceding Plan Year. |
A. | Absence from Service. A severance or absence from service for any reason other than a quit, discharge, retirement or death, such as vacation, holiday, sickness, or layoff. Notwithstanding the foregoing, an absence due to an "Authorized Leave of Absence" or Qualified Military Service in accordance with Code Section 414(u) shall not constitute an Absence from Service. |
B. | Authorized Leave of Absence. An Authorized Leave of Absence shall mean: |
(i) | a leave of absence, with or without pay, granted by the Employer in writing under a uniform, nondiscriminatory policy applicable to all Employees; however, such absence shall constitute an Authorized Leave of Absence only to the extent that applicable federal laws and regulations permit service credit to be given for such leave of absence; |
(ii) | a leave of absence due to service in the uniformed services of the United States to the extent required by Code Section 414(u); or |
(iii) | a leave of absence authorized under the Family and Medical Leave Act, but only to the extent that such Act requires that service credit be given for such period. |
C. | Break in Service. Each 12 consecutive months in the period commencing on the earlier of (i) the date on which the Employee quits, is discharged, retires or dies, or (ii) the first anniversary of the first day of any Absence from Service, and ending on the date the Employee is again credited with an Hour of Service for the performance of duties for the Employer. If an Employee is on maternity or paternity leave, and the absence continues beyond the first anniversary of such absence, the Employee's Break in Service will commence no earlier than the second anniversary of such absence. The period between the first and second anniversaries of the first date of a maternity or paternity leave is not part of either a Period of Service or a Break in Service. The Plan Administrator shall consider an Employee on maternity or paternity leave if the Employee's absence is due to the Employee's pregnancy, the birth of the Employee's child, the placement with the Employee of an adopted child, |
D. | Employment Commencement Date. The date upon which an Employee first performs an Hour of Service for the Employer. |
E. | Hour of Service. Hour of Service shall mean: |
(i) | Each Hour of Service for which the Employer, either directly or indirectly, pays an Employee, or for which the Employee is entitled to payment, for the performance of duties during the Plan Year. The Plan Administrator shall credit Hours of Service under this subparagraph (i) to the Employee for the Plan Year in which the Employee performs the duties, irrespective of when paid; |
(ii) | Each Hour of Service for back pay, irrespective of mitigation of damages, to which the Employer has agreed or for which the Employee has received an award. The Plan Administrator shall credit Hours of Service under this subparagraph (ii) to the Employee for the Plan Year(s) to which the award or the agreement pertains rather than for the Plan Year in which the award, agreement or payment is made; and |
(iii) | Each Hour of Service for which the Employer, either directly or indirectly, pays an Employee, or for which the Employee is entitled to payment (irrespective of whether the employment relationship is terminated), for reasons other than for the performance of duties during a Plan Year, such as leave of absence, vacation, holiday, sick leave, illness, incapacity (including disability), layoff, jury duty or military duty. |
F. | Period of Service. The period of Service commencing on an Employee's Employment Commencement Date or Re-employment Commencement Date, whichever is applicable, and ending on the Employee's Severance from Service Date. Notwithstanding anything else to the contrary, a Period of Service will include (i) any Period of Severance resulting from a quit, discharge, or retirement if within 12 months of his Severance from Service Date, the Employee is credited with an Hour of Service for the performance of duties for the Employer, (ii) any Period of Severance if the Employee quits, is discharged, or retires during an Absence from Service of less than 12 months and is then credited with an Hour of Service within 12 months of the date on which the Absence from Service began, and (iii) any other period of Service as defined in subsection I below. |
G. | Period of Severance. The period commencing on any Severance from Service Date and ending on the date an Employee is again credited with an Hour of Service for the performance of duties for the Employer. |
H. | Re-employment Commencement Date. The date upon which an Employee first performs an Hour of Service for the Employer following a Break in Service. |
I. | Service. Any period of time the Employee is in the employ of the Employer, whether before or after adoption of the Plan, determined in accordance with rules and procedures adopted by the Plan Administrator. An Employee's period of Service while employed in a position that is not as an Eligible Employee shall nevertheless count as Service under the Plan for eligibility and vesting if such Employee becomes an Eligible Employee without having incurred a Break in Service. For purposes of counting an Employee's Service, the Plan shall treat an Employee's Service with employers who are part of a group of Related Employers of which the Employer is a member as Service with the Employer for the period during which the employers are Related Employers. Service for purposes of determining eligibility to participate and vesting may also be granted for an Employee's Period of Service prior to the date his employer became a Related Employer if such Service is granted in accordance with the requirements of Code Section 401(a)(4) and the regulations thereunder. For all Plan purposes, the Plan shall treat the following periods as Service: |
(i) | any Authorized Leave of Absence, subject to the service crediting limitations set forth in Section 1.35(B); |
(ii) | any Qualified Military Service in accordance with Section 414(u) of the Code; and |
(iii) | any other absence during which the Participant continues to receive his regular Compensation. |
J. | Severance from Employment. A separation from Service with the Employer maintaining this Plan and any Related Employers such that the Employee no longer has an employment relationship with the Employer or any Related Employers that maintain the Plan. In addition, a Severance from Employment shall be deemed to occur with respect to the Employees of a Related Employer effective as of the date such Related Employer ceases to qualify as a Related Employer to the Company, unless such employer continues to maintain the Plan with the consent of the Company. This distributable event shall apply for distributions on and after January 1, 2002 regardless of when the Severance from Employment occurred. |
K. | Severance from Service Date. The earlier of (i) the date on which an Employee quits, is discharged, retires, or dies, or (ii) the first anniversary of the first date of any Absence from Service. |
L. | Year of Service. Each one-year Period of Service. Unless otherwise provided in this Plan, Periods of Service that are less than a year shall be aggregated on the basis that 12 months (30 days are deemed to be a month in the case of aggregation of fractional months) or 365 days equal a whole year. |
Annual Additions | Schedule III | ||
Annuity Starting Date | Sections 5.02(B) and Schedule II | ||
Authorized Leave of Absence | Section 1.35(B) | ||
Automatic Contribution Arrangement | Section 3.04(C)(i) | ||
Automatic Enrollment Date | Section 3.04(C)(iii) | ||
CareFusion | Introduction | ||
Cash-out Distribution | Sections 4.04 and 5.02(A) | ||
Catch-Up Contribution | Section 3.04(B) | ||
Claimant | Section 8.09 | ||
Company | Schedule III | ||
Compensation | Schedule III and 10.05(C) | ||
Compensation Deferral Contribution | Section 3.04(A) | ||
Compensation Determination Period | Section 3.03(A)(i) | ||
Compensation Limitation | Section 1.08(B) | ||
Defined Benefit Plan | Schedule III | ||
Defined Contribution Plan | Schedule III | ||
Designated Beneficiary | Section 5.05(A)(i) | ||
Determination Date | Section 10.05(G) | ||
Determination Period | Section 1.08(B) | ||
Direct Rollover | Section 6.05(B)(iv) | ||
Distributee | Section 6.05(B)(iii) |
Distribution Calendar Year | Section 5.05(A)(ii) | ||
Elective Contributions | Section 1.08(A) | ||
Elective Deferrals | Schedule III | ||
Eligible Retirement Plan | Section 6.05(B)(ii) | ||
Eligible Rollover Distribution | Section 6.05(B)(i) | ||
Employer | Section 10.05(F) | ||
Employer Common Stock Fund | Section 7.05 | ||
Employer Contributions | Section 3.02 | ||
Excess Compensation | Section 3.03(A)(i) | ||
Excess Elective Deferrals | Schedule III | ||
Forfeiture Break in Service | Section 4.02 | ||
Gap Period | Schedule III | ||
Heart Act | Introduction | ||
Investment Funds | Section 7.05 | ||
Key Employee | Section 10.05(A) | ||
Leasing Organization | Section 1.19 | ||
Life Expectancy | Section 5.05(A)(iii) | ||
Limitation Year | Schedule III | ||
Matching Contribution | Section 3.07(A) | ||
Maximum Permissible Amount | Schedule III | ||
Merging Plans | Introduction | ||
Non-Key Employee | Section 10.05(B) | ||
Non-Safe Harbor Matching Contributions | Section 3.07(D) | ||
Normal Retirement | Section 1.24 | ||
Post-Severance Compensation | Section 1.08(C) | ||
Preretirement Survivor Annuity | Schedule II | ||
Projected Annual Benefit | Schedule III | ||
Qualified Joint and Survivor Annuity | Schedule II | ||
Qualified Matching Contributions | Section 3.07(C) | ||
Qualified Military Service | Section 1.12 | ||
Qualified Non-elective Contributions | Section 3.10 | ||
Qualified Optional Survivor Annuity | Schedule II | ||
Required Aggregation Group | Section 10.05(D) | ||
Required Beginning Date | Section 1.32 | ||
Restorative Payments | Schedule III | ||
RMD Account Balance | Section 5.05(A)(iv) | ||
Rollover Contributions | Section 3.13 | ||
Roth Catch-Up Contributions | Section 3.05(A) | ||
Roth Contributions | Section 3.05(A) | ||
Roth Rollover | Section 3.05(D) | ||
Roth Rollover Contributions | Section 3.13 | ||
Safe Harbor Matching Contributions | Section 3.07(B) | ||
Special Contributions | Section 3.02 |
Tender Offer | Section 7.05 | ||
Top Heavy | Section 10.03 | ||
Transfer Contributions | Section 12.06 |
A. | Method of Allocation. |
(i) | Employer Contributions. Subject to Article X and any restoration allocation required under Section 4.05, a percentage or portion of the annual discretionary Employer Contribution made pursuant to Section 3.02 shall be allocated and credited to the Account of each Participant, in the group of Participants for whom the Employer Contribution was made, who satisfies the conditions of Section 3.03(B), as follows: |
(ii) | Special Contributions. As an alternative or in addition to making Employer Contributions and allocating them in the manner described above, and subject to Article X and any restoration allocation described in Section 4.05, a Special Contribution may be made pursuant to Section 3.02 and, if made, a percentage or portion thereof shall be allocated and credited to the Account of each Participant, in the group of Participants for whom the Employer Contribution was made, who satisfies the conditions of Section 3.03(B). Special Contributions, if any, shall be allocated among the Accounts of the group of eligible Participants for whom the contribution was made in the ratio that each such Participant's Compensation bears to the total Compensation of all such Participants for the Compensation Determination Period. |
B. | Accrual of Benefit. The Plan Administrator shall determine the accrual of a Participant's portion of any Employer Contribution or Special Contribution based on the Compensation Determination Period. In allocating an Employer Contribution or a Special Contribution to a Participant's Account, the Plan Administrator, subject to Section 10.01, shall take into account only Compensation paid to the Employee during the portion of the Compensation Determination Period during which the Employee was a Participant. In addition, a Participant shall not be entitled to receive an allocation of an Employer Contribution or a Special Contribution for a Plan Year unless the Participant was an Employee on the last day of the Compensation Determination Period ending within that Plan Year. The requirement to be employed on the last day of the Compensation Determination Period shall not apply to any Participant who terminated employment during the Compensation Determination Period as a result of death, Total Disability or Normal Retirement. In addition, if necessary to satisfy the requirements of Code Section 410(b), the Plan shall suspend the accrual requirement described herein for the number of Non-highly Compensated Employees, beginning with the least highly compensated Non-highly Compensated Employee, necessary to meet such requirements. Notwithstanding any other provision to the contrary, an Employer or Special Contribution shall not be allocated to a Participant's Account to the extent the contribution would exceed the Participant's "Maximum Permissible Amount" as described in Schedule III for the Plan Year in which the contribution is made. Effective January 1, 2010, for purposes of this Section 3.03, a Participant who dies or becomes Totally Disabled on or after January 1, 2010 while performing Qualified Military Service (within the meaning of Code Section 414(u)) shall be treated as if he died or became Totally Disabled while actively employed. |
A. | Compensation Deferral Contributions. |
(i) | Contribution Limits. For any Plan Year, each Participant may have allocated to his Account an amount of his Compensation for such Plan Year, which amount shall be a whole percentage or other fixed amount, rounded to the nearest dollar, of not less than one percent but not more than the lesser of $18,000 (for 2015 and thereafter as adjusted by the in accordance with Code Section 402(g)(4)) or 50% of his Compensation for such Plan Year. Such amount shall be known as the Participant's "Compensation Deferral Contribution." |
(ii) | Amount of Compensation Deferral Contribution. A Participant's Compensation for a Plan Year shall be reduced by: (i) the amount of the deferral affirmatively elected by the Participant for such Plan Year; or (ii) if applicable, the amount of deferral under the Automatic Contribution Arrangement, as described below. |
B. | Catch-Up Contributions. For any Plan Year, each Participant who has or will attain at least age 50 by the end of such Plan Year, and with respect to whom no other elective deferrals may otherwise be made for the Plan Year by reason of the application of the limits contained in Section 3.04(A)(i) of the Plan or the limitations contained in Code Sections 401(a)(30), 402(h), 403(b), 408, 415(c) and 457(b)(2) (determined without regard to Code Section 457(b)(3)), may defer an additional amount of his Compensation for such Plan Year, which amount shall not exceed $6,000 in 2015 (or adjusted as prescribed in Code Section 414(v)). Such amount shall be known as the Participant's "Catch-Up Contributions". Such Catch-Up Contributions shall not be taken into account for purposes of Code Sections 402(g) and 415. |
C. | Automatic Contribution Arrangement. |
(i) | In General. The Employer may elect to implement an "Automatic Contribution Arrangement" with respect to a group of Employees. An "Automatic Contribution Arrangement" is an arrangement under which, in the absence of an affirmative election by a Covered Employee, a certain percentage of Compensation will be withheld from the Covered Employee's Compensation and contributed to the Plan as a Compensation Deferral Contribution. |
(ii) | Covered Employee. A Covered Employee for purposes of this provision is the following: |
a. | An Eligible Employee who is first hired (or re-hired) by the Employer on or after the effective date of the Employer's adoption of an Automatic Contribution Arrangement described in this provision with respect to the Eligible Employee's Employer or work location and who has not made an affirmative election to make (or not to make) Compensation Deferral Contributions under the Plan at the time he becomes a Participant; and |
b. | An Eligible Employee who is first hired (or re-hired) by the Employer prior to the effective date of the Employer's adoption of an Automatic Contribution Arrangement described in this provision and who has not made an affirmative election to make (or not to make) Compensation Deferral Contributions under the Plan as of the day before the effective date of the Employer's adoption of the Automatic Contribution Arrangement by that Eligible Employee's Employer or for his work location (or, if later, the date the Eligible Employee becomes a Participant). |
(iii) | Amount and Timing of Automatic Compensation Deferral Contributions. A Covered Employee shall automatically begin making Compensation Deferral Contributions to the Plan as soon as administratively practicable following the later of (a) the date he becomes a Participant, or (b) the date the Employer adopts the Automatic Contribution Arrangement with respect to that Eligible Employee's work location (the "Automatic Enrollment Date"). Subject to the limits set forth in this Section 3.04 and Schedule III, a Covered Employee will be deemed to have elected to make Compensation Deferral Contributions equal to 3% of his Compensation for each payroll period commencing on and after the Automatic Enrollment Date during which he is a Participant. Automatic Compensation Deferral Contributions will be reduced or stopped to the extent necessary to satisfy the limitations under Code Sections 401(a)(17), 402(g), and 415, and to satisfy any suspension period required after a hardship distribution. Compensation Deferral Contributions made pursuant to this Section 3.04(C) shall be treated as Compensation Deferral Contributions made pursuant to Section 3.04(A) for all purposes under the Plan. A Participant's automatic Compensation Deferral Contributions will cease as soon as administratively practicable after the Participant makes an affirmative election regarding Compensation Deferral Contributions (including an affirmative election to make no Compensation Deferral Contributions) in accordance with this Section 3.04 or, if earlier, when the Participant ceases to be an Eligible Employee of the Employer. |
(iv) | Recommencement of Automatic Compensation Deferral Contributions. If a Participant is making Compensation Deferral Contributions pursuant to this Section 3.04(C) and the Participant's Contributions are suspended due to an Authorized Leave of Absence or because the Participant received a hardship withdrawal, the Participant will recommence making automatic Compensation Deferral Contributions to the Plan in the amount set forth in Section 3.04(C)(iii) beginning with the first payroll period following the end of the Authorized Leave of Absence or the suspension period described in Section 6.01(B)(ii), respectively, unless he affirmatively elects otherwise in accordance with Section 3.04(A) prior to such date. |
(v) | Notice. Within a reasonable period of time (generally at least 30 days, but not more than 90 days) before the beginning of the Plan Year, the Plan Administrator will provide each Covered Employee a notice of the Covered Employee's rights and obligations under the Automatic Contribution Arrangement described in this Section 3.04(C), written in a manner |
a. | The default Compensation Deferral Contribution percentage that will be made on the Covered Employee's behalf in the absence of an affirmative election; |
b. | The Covered Employee's right to elect to make no Compensation Deferral Contributions or to make Compensation Deferral Contributions in an amount that is different than the default Compensation Deferral Contribution percentage; and |
c. | How default Compensation Deferral Contributions will be invested in the absence of the Covered Employee's investment instructions. |
(vi) | Applicability of Other Plan Provisions. Compensation Deferral Contributions made pursuant to this Section 3.04(C) shall be treated as Compensation Deferral Contributions made pursuant to Section 3.04(A) for all purposes under the Plan. |
A. | Definitions. For all purposes under the Plan, "Roth Contributions" and "Roth Catch-Up Contributions" mean a Compensation Deferral Contribution and Catch‑Up Contribution, respectively, that are made from Compensation by a Participant in |
(i) | designated irrevocably by the Participant as a Roth Contribution or Roth Catch-Up Contribution that is being made in lieu of all or a portion of any Compensation Deferral Contributions or Catch-Up Contributions the Participant is otherwise eligible to make under the Plan; and |
(ii) | treated by the Employer as includible in the Participant's taxable income for the taxable year in which the Participant would have received that amount in cash if the Participant had not made such Roth Contribution election. |
B. | In General. Effective January 1, 2012, the Plan will accept Roth Contributions and Roth Catch-Up Contributions made on behalf of a Participant. Roth Contributions and Roth Catch-Up Contributions shall be subject to the same rules and limits as Compensation Deferral Contributions and Catch-Up Contributions, respectively, under the Plan, including but not limited to the same Employer Matching Contribution allocations and requirements, unless specifically stated otherwise herein. |
C. | Separate Accounting. Contributions and withdrawals of Roth Contributions and Roth Catch-Up Contributions shall be credited and debited to a separate "Roth Account" maintained for each Participant in accordance with Section 3.01 of the Plan. The Plan shall maintain a record of the amount of Roth Contributions and Roth Catch-Up Contributions in each Participant's Roth Account. Gains, losses and other credits or charges will be separately allocated on a reasonable and consistent basis to each Participant's Roth Contributions and Roth Catch-Up Contributions within the Roth Account and the Participant's other Accounts under the Plan. |
D. | Rollovers. A Participant may also make a rollover contribution to his Roth Account in accordance with Section 3.13 of the Plan (a "Roth Rollover"). No contributions other than Roth Contributions, Roth Catch-Up Contributions, Roth Rollover contributions and properly attributable earnings will be credited to each Participant's Roth Account. |
A. | In General. For each Plan Year, the Employer may contribute to each eligible Participant's Account a "Matching Contribution" in an amount determined by the Employer from time to time in its discretion. The amount or rate of the Matching Contribution shall be announced to Participants and other Eligible Employees, and suspended or changed on a prospective basis only. The Employer shall not make a Matching Contribution to the Trust for any Participant to the extent that the contribution would exceed the Participant's "Maximum Permissible Amount" as described in Schedule III or violate the limitations on discretionary Matching Contributions of Section 3.07(B) below. |
B. | Safe Harbor Matching Contributions. |
(i) | Amount. On and after January 1, 2005, Matching Contributions sufficient to meet the "safe harbor" requirements of Section 401(k)(12) of the Code shall be made to each eligible Participant's Account and shall be referred to as "Safe Harbor Matching Contributions." Specifically, the Employer shall match 100% of each Participant's Compensation Deferral Contributions that do not exceed 3% of the Participant's Compensation and 50% of each Participant's Compensation Deferral Contributions that exceed 3% of the Participant's Compensation but that do not exceed 5% of the Participant's Compensation. In addition, Safe Harbor Matching Contributions may not be made in an amount that would cause the Plan to fail to satisfy the requirements of Code Section 401(m)(11). The limitation on Matching Contributions on behalf of a Participant requires that Matching Contributions not be made on Compensation Deferral Contributions in excess of six percent (6%) of the Participant's Compensation and that Matching Contributions that are discretionary not exceed four percent (4%) of Compensation. This limitation shall be observed only to the extent required by law to meet the requirements for the safe harbors under Code Sections 401(k)(12) and 401(m)(11). |
(ii) | Notice Requirements. Within a reasonable period before the beginning of the Plan Year (generally at least 30 days, but not more than 90 days), the Employer will provide each Eligible Employee a notice in compliance with the notice requirements of Treasury Regulations Section 1.401(k)-3(d). In the case of an Eligible Employee who does not receive the notice prior to the beginning of the Plan Year because the Employee becomes eligible after |
(iii) | Election Periods. In addition to any other election periods provided under the Plan, each Eligible Employee may make or modify a Compensation Deferral Contribution election during the 30-day period immediately following the receipt of the notice described in subsection (ii) above. |
C. | Qualified Matching Contributions. If the Employer so elects, the Employer may also make Matching Contributions to the Plan that are "Qualified Matching Contributions." Qualified Matching Contributions shall mean Matching Contributions that are at all times Nonforfeitable and subject to the distribution requirements of Section 401(k) of the Code when made to the Plan. Additional contributions subject to these rules may be made by the Employer, or some or all of the existing Matching Contributions can be designated as fully vested and subject to the distribution restrictions, in order to satisfy these rules. |
D. | Non-Safe Harbor Matching Contributions. Matching Contributions made before January 1, 2005, and Matching Contributions made after such date in excess of Safe Harbor Matching Contributions and/or Qualified Matching Contributions, if any, are referred to herein as "Non-Safe Harbor Matching Contributions." |
A. | The Employer made the contribution by mistake of fact; or |
B. | The disallowance of the contribution as a deduction, and then, only to the extent of the disallowance. |
A. | Vesting — In General. A Participant's interest in his Compensation Deferral Account, Catch-Up Account, Safe Harbor Matching Account, Roth Account, Rollover Account, Transfer Account, and his Qualified Matching Contribution Account or Qualified Non-elective Contribution Account, if any, shall at all times be fully vested and Nonforfeitable. A Participant's interest in his Employer Contribution Account, Special Contribution Account and Non-Safe Harbor Matching Account shall be fully vested and Nonforfeitable upon and after his attaining Normal Retirement Age (if employed by the Employer on or after that date), or if his employment terminates as a result of death or Total Disability. Except as otherwise provided in Section 4.01(B) or Schedule IV, if a Participant's employment terminates prior to Normal Retirement Age for any reason other than death or Total Disability, then for each Year of Service, he shall receive a Nonforfeitable percentage of his Employer Contribution Account, Special Contribution Account and Non-Safe Harbor Matching Account (forfeiting the balance) equal to the following: |
Years of Service | Percent Nonfortfeitable | |
Less than three (3) | 0% | |
At least three (3) or more | 100% |
B. | Non-Highly Compensated Employees Subject to Job Elimination. A Non-highly Compensated Employee who has completed one full year of Service but less than three years of Service and is terminated from employment under the terms of a designated reduction in force, a divestiture or designated layoff, shall receive additional vesting service hereunder as provided below. The Participant's Account balance reflecting such additional vesting shall be calculated by multiplying the portion of his Account balance that is subject to the vesting provisions of Section 4.01 by a fraction, the numerator of which is the Participant's calendar months of Service calculated from his date of hire and the denominator of which is 36, and by rounding the product up to the next whole percentage. A month of Service shall be included in the calculation of additional vesting service under this Section if the Participant has performed at least one Hour of Service during the calendar month. In no event shall a Participant be more than 100% vested in any amounts in his Account. |
A. | As soon as administratively practicable after the Participant first incurs a Forfeiture Break in Service, or, if earlier and if applicable, |
B. | On the date the Participant receives (or is deemed to receive) a "Cash-out Distribution," as defined in Section 4.04, of the Nonforfeitable percentage of his Employer Contribution Account, Special Contribution Account, and Non-Safe Harbor Matching Account, if any, as a result of his Severance from Employment in accordance with Section 4.04 below. |
A. | Restoration and Conditions upon Restoration. Subject to the conditions of this subsection, if the Participant makes the Cash-out Distribution repayment, the Plan Administrator shall restore his Account attributable to Employer contributions to the same dollar amount as the dollar amount of such portion of his Account on the Accounting Date, or other Valuation Date, immediately preceding the date of the Cash-out Distribution (or deemed Cash-out Distribution), unadjusted for any gains or losses occurring subsequent to that Accounting Date, or other Valuation Date. Notwithstanding such repayment, the Plan Administrator shall not restore a re-employed Participant's Account under the immediately preceding sentence if: |
(i) | The Participant's Account was 100% Nonforfeitable at the time of the Cash-out Distribution; or |
(ii) | The Participant incurred a Forfeiture Break in Service. This condition shall apply only if repayment is not made before the earlier of five years after the first date on which the Participant is re-employed by the Employer, or the close of the first period of five consecutive Breaks in Service commencing after the Cash-out Distribution. |
B. | Time and Method of Restoration. If neither of the two conditions preventing restoration of the Participant's Account applies, the Plan Administrator shall restore the Participant's Account as of the Plan Year Accounting Date coincident with or immediately following the repayment. To restore the Participant's Account, the Plan Administrator, to the extent necessary, shall allocate to the Participant's Account: |
(i) | First, the amount, if any, of Participant forfeitures the Plan Administrator would otherwise allocate under Section 3.12; and |
(ii) | Second, the Employer contribution for the Plan Year to the extent made under a discretionary formula. |
C. | Segregated Account for Repaid Amount. Until the Plan Administrator restores the Participant's Account, the Trustee shall, at the direction of the Company or the Plan Administrator, invest the amount the Participant has repaid in a segregated Account maintained solely for that Participant. The Trustee shall invest the amount in the Participant's segregated Account in federally insured interest-bearing savings account(s), time deposit(s), or similar investments, including a money market or similar fund currently offered as an investment option under the Trust. Until commingled with the balance of the Trust Fund on the date the Plan Administrator restores the Participant's Account, the Participant's segregated Account shall remain a part of the Trust, but it alone shall share in any income it earns and it alone shall bear any expense or loss it incurs. The Company or the Plan Administrator shall direct the Trustee to repay to the Participant, as soon as is administratively practicable, the full amount of the Participant's segregated Account, if the Plan Administrator determines that one or more of the conditions of Subsection A of this Section 4.05 prevents restoration as of the applicable Accounting Date, notwithstanding the Participant's repayment. |
A. | "Cash-out Distribution." A Cash-out Distribution is a lump sum distribution of the Participant's Nonforfeitable Account Balance. |
B. | Consent. The Participant must consent in writing to a distribution (including the form of the distribution) if: (i) the Participant's Nonforfeitable Account Balance on the date the distribution commences exceeds $5,000, and (ii) the Plan Administrator directs the Trustee to make a distribution to the Participant prior to his attaining the later of Normal Retirement Age or age 62. Furthermore, the Participant's Spouse must consent in writing to the distribution if: (i) the Participant's Nonforfeitable Account Balance on the date the distribution commences exceeds $5,000 and (ii) the qualified joint and survivor annuity provisions of Code Section 401(a)(11) (as set forth in Schedule II of the Plan) apply to the distribution. |
C. | Time of Distribution of Account Balance. Upon Severance from Employment, other than for death, before Normal Retirement Age, and subject to the consent requirements set forth in Schedule II to the Plan, if applicable, the Participant's Account balance shall be distributed as follows: |
(i) | If the Participant's Nonforfeitable Account Balance on the date the distribution commences is $1,000 or less, the Trustee shall pay such Nonforfeitable Account Balance to the Participant in the form of a single, lump sum Cash-out Distribution as soon as administratively practicable after the Participant's Severance from Employment. |
(ii) | If the Participant's Nonforfeitable Account Balance on the date the distribution commences is greater than $1,000, the Trustee shall pay such Nonforfeitable Account Balance in a form of payment described in Section 5.04 as soon as administratively practicable after the Participant's Severance |
D. | Deferral of Distribution of Account Balance. If the Participant (and, if applicable, the Participant's Spouse) does not file a claim for benefits in accordance with the rules and procedures established by the Plan Administrator, as the same may be amended from time to time, and consent to the distribution in accordance with Section 5.02(B), to the extent applicable, the Participant's Account shall be held in trust until the earlier to occur of (1) the date that is as soon as administratively practicable following the date that the Participant files a claim for benefits in accordance with the rules and procedures established by the Plan Administrator, as the same may be amended from time to time, or (2) the Participant's Required Beginning Date, as defined in Section 1.32. At that time, the Participant's Nonforfeitable Account Balance shall be paid in accordance with the provisions of this Article V; provided, however, if the Participant dies after his Severance from Employment but prior to commencing receipt of his Plan Account, then, upon notice of the death and application for benefits to the Plan Administrator filed by the Participant's Beneficiary, the Nonforfeitable value of the Participant's Account shall be paid to his Beneficiary in accordance with the provisions of Sections 5.05 and 5.06 of the Plan. |
A. | Minimum Legal Distribution Requirements. Unless a Participant elects otherwise in writing, distribution of the Participant's Nonforfeitable Account Balance shall commence no later than 60 days after the close of the Plan Year in which the latest of the following occurs: |
(ii) | the 10th anniversary of the date on which the Participant commenced participation in the Plan; or |
(iii) | the date of the Participant's Severance from Employment with the Employer. |
B. | In no event shall the payment commence later than the time prescribed by or in a form not permitted under this Article V. The Participant (and, if applicable, the Participant's Spouse) shall be provided with the appropriate form to consent to the distribution direction, if required. |
A. | A single lump sum in cash (or, where applicable, in Shares). |
B. | In monthly, quarterly, annual or semi-annual installments in cash over a specified period not longer than the 15 years, subject to the required minimum distribution requirements set forth in Section 5.05. Each installment shall be equal in amount except as necessary to adjust for any changes in the value of the Participant's Account. The Participant may elect in accordance with rules and procedures adopted by the Plan Administrator to receive the balance of the installment payments in a single lump sum in cash. |
C. | A qualified joint and survivor annuity, but only for Participants who previously participated in the Packaging Coordinators, Inc. Money Purchase Pension Plan, if any. |
A. | Definitions. For purposes of this Section 5.05, the following definitions shall apply: |
(i) | "Designated Beneficiary" is the individual who is designated as the beneficiary under Section 1.03 and is the Designated Beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-4, Q&A-4 of the Treasury Regulations. |
(ii) | "Distribution Calendar Year" is a calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year that contains the Participant's Required Beginning Date. For distributions beginning after the Participant's death, the first Distribution Calendar Year is the calendar year in which the distributions are required to begin. The required minimum distribution for the Participant's first Distribution Calendar Year will be made on or before the Participant's Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant's Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year. |
(iii) | "Life Expectancy" is a beneficiary's life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations. |
(iv) | "RMD Account Balance" is the account balance as of the last valuation date in the calendar year immediately preceding the Distribution Calendar Year (the "Valuation Calendar Year") increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the Valuation Calendar Year after the valuation date and decreased by distributions made in the Valuation Calendar Year after the valuation date. The account balance for the Valuation Calendar Year includes any amounts rolled over or transferred to the Plan either in the Valuation Calendar Year or in the Distribution Calendar Year if distributed or transferred in the Valuation Calendar Year. |
B. | Time and Manner of Distribution. |
(i) | Required Beginning Date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's Required Beginning Date. |
(ii) | Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows: |
a. | If the Participant's surviving Spouse is the Participant's sole Designated Beneficiary, then, except as provided herein, distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½, if later. |
b. | If the Participant's surviving Spouse is not the Participant's sole Designated Beneficiary, then, except as provided herein, distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. |
c. | If there is no Designated Beneficiary, or the Designated Beneficiary has not been located, as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. |
d. | If the Participant's surviving Spouse is the Participant's sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, |
C. | Forms of Distribution. Subject to the annuity provisions of Schedule II, if the Participant's interest is not distributed in the form of an annuity purchased from an insurance company (if applicable) or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year, distributions will be made in installments sufficient to satisfy applicable Code requirements and in accordance with the provisions of Sections 5.05(D), 5.05(E), 5.05(F), and 5.05(G), as necessary. If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with Code Section 401(a)(9) and the Treasury Regulations thereunder. |
D. | Amount of Required Minimum Distributions for Each Distribution Calendar Year. During the Participant's lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of: |
(i) | the quotient obtained by dividing the RMD Account Balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulations Section 1.401(a)(9)-9, using the Participant's age as of the Participant's birthday in the Distribution Calendar Year; or |
(ii) | if the Participant's sole Designated Beneficiary for the Distribution Calendar Year is the Participant's Spouse, the quotient obtained by dividing the RMD Account Balance by the number in the Joint and Last Survivor Table set forth in Treasury Regulations Section 1.401(a)(9)-9, using the Participant's and the Spouse's attained ages as of the Participant's and Spouse's birthdays in the Distribution Calendar Year. |
E. | Lifetime Required Minimum Distributions Continue Through Year of Participant's Death. Required minimum distributions will be determined under Subsection D. beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant's date of death. |
F. | Death On or After Date Distributions Begin. |
(i) | Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is the quotient obtained by dividing the RMD Account Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant's Designated Beneficiary, determined as follows: |
a. | The Participant's remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. |
b. | If the Participant's surviving Spouse is the Participant's sole Designated Beneficiary, the remaining Life Expectancy of the surviving Spouse is calculated for each Distribution Calendar Year after the year of the Participant's death using the surviving Spouse's age as of the Spouse's birthday in that year. For Distribution Calendar Years after the year of the surviving Spouse's death, the remaining Life Expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse's birthday in the calendar year of the Spouse's death, reduced by one for each subsequent calendar year. |
c. | If the Participant's surviving Spouse is not the Participant's sole Designated Beneficiary, the Designated Beneficiary's remaining Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant's death, reduced by one for each subsequent year. |
(ii) | No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant's death, or the Designated Beneficiary cannot be located, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is the quotient obtained by dividing the RMD Account Balance by the Participant's remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. |
G. | Death Before Date Distributions Begin. |
(i) | Participant Survived by Designated Beneficiary. Except as provided herein, if the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is |
(ii) | No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no Designated Beneficiary, or the Designated Beneficiary cannot be located, as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death. |
(iii) | Death of Surviving Spouse Before Distributions to Surviving Spouse are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving Spouse is the Participant's sole Designated Beneficiary, and the surviving Spouse dies before distributions are required to begin to the surviving Spouse under Section 5.05(B)(ii)(a), this Section will apply as if the surviving Spouse were the Participant. |
(iv) | In addition to the foregoing, in the case of a Participant who dies on or after January 1, 2007, while performing Qualified Military Services (as defined in Code Section 414(u)), the survivors of the Participant are entitled to any additional benefits that are provided under the Plan assuming the Participant resumed and then terminated employment on account of death. However, the deemed resumption of employment of the Participant shall be applied only to determine eligibility of a Beneficiary for any pre-retirement death benefits, and only to the extent required by published guidance, as incorporated herein. |
H. | General Rules. |
(i) | Precedence. The requirements of this Section 5.05 will supersede any contrary provisions of the Plan to the extent required to comply with Code Section 401(a)(9). |
(ii) | Requirements of Treasury Regulations Incorporated. All distributions required under this Section 5.05 will be determined and made in accordance with the Treasury Regulations under Code Section 401(a)(9). |
(iii) | TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Section 5.05, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act ("TEFRA") and the provisions of the Plan that relate to TEFRA Section 242(b)(2). |
I. | Notwithstanding anything in this Section 5.05 to the contrary, a Participant or Beneficiary who would have been required to receive required minimum |
A. | To apply such amount directly for the comfort, support and maintenance of such person; |
B. | To reimburse any person for any such support theretofore supplied to the person entitled to receive any such payment; |
C. | To pay such amount to any person selected by the Plan Administrator to disburse it for such comfort, support and maintenance, including without limitation, any relative who has undertaken, wholly or partially, the expense of such person's comfort, care and maintenance, or any institution in whose care or custody the person entitled to the amount may be. The Plan Administrator may, in its discretion, deposit any amount due to a minor to his credit in any savings or commercial bank of the Plan Administrator's choice. |
A. | Termination of the Plan without the establishment of another defined contribution plan, as defined in the Code and applicable Treasury Regulations. |
B. | The hardship of the Participant, as described in Section 6.01 herein. |
C. | The attainment by the Participant of age 59½, as described in Section 6.04 herein. |
D. | With respect to Compensation Deferral and Catch-up Contributions, effective January 1, 2009, pursuant to Code Section 414(u)(12)(B), a Participant performing services in the uniformed services (as defined in chapter 43 of title 38 of the United State Code) while on active duty for a period of more than 30 days shall be treated as having incurred a Severance from Employment for purposes of eligibility to receive a distribution from his Account attributable to Compensation Deferral and Catch-up Contributions during any period the Participant is performing services in the uniformed services while on active duty for a period of more than 30 days. However, if a Participant obtains a distribution according to the foregoing provision, such Participant's Compensation Deferral, Roth, Catch-up, and Roth Catch-up Contributions to this Plan shall be suspended for six months following the date of distribution; and |
E. | With respect to Compensation Deferral and Catch-up Contributions, effective January 1, 2010, a Participant who is a Qualified Reservist (by reason of being a member of a reserve component (as defined in Section 101 of Title 37 of the United States Code)) who was ordered or called to active duty for a period in excess of 179 days or for an indefinite period is eligible for a Qualified Reservist Distribution, as described in Section 6.07 of the Plan. |
F. | See Sections 6.02 and 6.03 regarding withdrawals from Rollover Accounts, Roth Rollover Accounts, and/or Transfer Accounts. |
A. | Only distributions made on account of the following circumstances shall be considered to be made on account of immediate and heavy financial need: |
(i) | Expenses previously incurred by or necessary to obtain for the Participant, the Participant's Spouse, or his dependents (which for this purpose means an individual defined in Code Section 152 without regard to Code Section 152(b)(1), (b)(2) and (d)(1)(B)) medical care deductible under Code Section 213(d), determined without regard to whether the expenses exceed any applicable income limit; |
(ii) | Costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant; |
(iii) | Expenditures necessary to prevent eviction from the Participant's principal residence or foreclosure of a mortgage on the same; |
(iv) | Payment of tuition and related educational fees for the next 12 months of post-secondary education for the Participant, his Spouse, his children or other dependents (which for this purpose means an individual defined in Code Section 152 without regard to Code Section 152(b)(1), (b)(2) and (d)(1)(b)); or |
(v) | Payments for funeral or burial expenses for the Participant's deceased parent, Spouse, child or dependent (which for this purpose means an individual defined in Code Section 152 without regard to Code Section (d)(1)(b)); |
(vi) | Expenses to repair damage to the Participant's principal residence that would qualify for a casualty loss under Code Section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income); or |
(vii) | Any other reason deemed to be an immediate and heavy financial need by the Secretary of the Treasury. |
B. | A distribution will be considered to be necessary to satisfy an immediate and heavy financial need of the Participant only if: |
(i) | The Participant has obtained all distributions other than hardship distributions, and all nontaxable loans, currently available under all plans maintained by the Employer; |
(ii) | All plans maintained by the Employer provide that the Participant's Compensation Deferrals or other Participant contributions will be suspended for 6 months after the receipt of the hardship distribution (which this Plan hereby so provides); and |
(iii) | The distribution is not in excess of the amount necessary to satisfy the immediate and heavy financial need, including any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution. |
A. | In General. 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 Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. The Plan Administrator may establish rules and procedures governing the processing of Direct Rollovers and limiting the amount or number of such Direct Rollovers in accordance with applicable Treasury Regulations. Distributions not transferred to an Eligible Retirement Plan in a Direct Rollover shall be subject to income tax withholding as provided under the Code and applicable state and local laws, if any. |
B. | Definitions. |
(i) | "Eligible Rollover Distribution." An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: (a) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee's designated beneficiary, or for a specified period of ten years of more; (b) any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; (c) any hardship distribution received on and after January 1, 2002 (prior to January 1, 2002, limited to hardship amounts described in Code Sections 401(k)(2)(B)(i)(IV) or 403(b)(11)(B) received from January 1, 2000 to December 31, 2001); (d) any loan that is treated as a distribution under Code Section 72(p) and not excepted by Code Section 72(p)(2), or a loan that is a deemed distribution; and (e) any corrective distribution provided under Schedule III of the Plan, if applicable. Notwithstanding the foregoing, any portion of a distribution that consists of after-tax employee contributions that are not includible in gross income may be transferred only to an individual retirement account or annuity described in Code Sections 401(a) or 403(a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not so includible. In addition, the portion of any |
(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 Code Section 403(a), a qualified trust described in Code Section 401(a), an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for amounts transferred into such plan from this Plan, and, effective January 1, 2008, a Roth individual retirement arrangement within the meaning of Code Section 408A, that accepts the Distributee's Eligible Rollover Distribution. Effective January 1, 2012, an Eligible Retirement Plan also includes the Participant's designated Roth account under a plan that is exempt from tax under Code Section 401(a) or 403(b) with respect to amounts held in a Roth Account in this Plan. This definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p). Effective July 1, 2007, subject to the provisions of Code Section 402(c)(11), Eligible Retirement Plan shall include an individual retirement plan described in Code Section 402(c)(8)(B) (i) or (ii) that is established for the purpose of receiving a distribution on behalf of an individual who is a designated Beneficiary of a deceased Employee or former Employee and who is not the surviving Spouse of such deceased Employee or former Employee, provided that the distribution is made in the form of a direct trustee-to-trustee transfer to such individual retirement plan. |
(iii) | "Distributee." A Distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving Spouse and the Employee's or former Employee's Spouse or former Spouse who is the |
(iv) | "Direct Rollover." A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. In the case of a non-spouse Beneficiary, a Direct Rollover may be made only to an individual retirement account or annuity described in Code Sections 408(a) or 408(b) that is established on behalf of the designated Beneficiary and that will be treated as an inherited individual retirement account within the meaning of Code Section 408(d)(3)(C) pursuant to the provisions of Code Section 402(c)(11). Also, in this case, the determination of any required minimum distribution under Code Section 401(a)(9) that is ineligible for rollover shall be made in accordance with Notice 2007-7, Q&A 17 and 18, 2007-5 I.R.B. 395, or with any subsequent published guidance. Notwithstanding the foregoing, a Direct Rollover of a distribution from a Participant's Roth Account under the Plan will only be made to another Roth contribution account under an applicable retirement plan described in Code Section 402(e)(1) or to a Roth IRA described in Code Section 408A, and only to the extent the rollover is permitted under the rules of Code Section 402(c). |
C. | In Kind Rollovers of Loans. If a Participant has a Severance from Employment as a result of a divestiture of his Employer from the Company and the Participant's Employer no longer maintains the Plan, the Participant shall be eligible to elect a distribution of his Nonforfeitable Account Balance. Provided that such Participant elects to make a direct rollover of the full amount of his Nonforfeitable Account Balance to another tax-qualified retirement plan that permits participant loans, any outstanding loans of the Participant may be rolled over in kind to any other tax-qualified retirement plan that will accept such rollover of loans in kind. |
A. | General Rules. The Plan Administrator shall establish the rules and procedures a Participant must follow to request a loan from his Nonforfeitable Account Balance under the Plan. Loans shall be made available to all Participants on a reasonably equivalent basis; provided, however, that loans will not be made available to Former Participants in any event. Notwithstanding the foregoing, a loan may be made available to a Former Participant who remains an active employee on an Employer's payroll. |
(i) | $50,000, reduced by the excess (if any) of the highest outstanding balance of such loans during the one-year period ending on the day before the date any such loan is made over the outstanding balance of such loans on the date any such loan is made; or |
(ii) | One-half of the value of the vested portion of the Participant's Account. For purposes of this Section, the value of a Participant's Account shall be determined as of the Valuation Date coinciding with or next preceding the date on which a properly completed loan request is received by the Plan Administrator (or its delegate) or the Trustee, as applicable. |
B. | Term of Loan. The term of any loan shall be determined by mutual agreement between the Plan Administrator or Trustee and the Participant, but shall, at a minimum, be 12 months in duration. Every Participant who is granted a loan shall receive a statement of the charges and interest rates involved in each loan transaction and periodic statements reflecting the current loan balance and all transactions with respect to that loan to date. Except for loans used to acquire any dwelling unit that within a reasonable time (determined at the time the loan is made) is to be used as the principal residence of the Participant, the term of any loan shall not exceed five years. The term of any loan that within a reasonable time (determined at the time the loan is made) is to be used as the principal residence of the Participant shall not exceed 15 years. All loans shall be amortized in level payments made not less frequently than quarterly over the term of the loan, or in accordance with other rules and procedures established by the Employer or the Plan Administrator. |
C. | Security. Each loan made hereunder shall be evidenced by a credit agreement with, or a note payable to the order of, the Trustee and shall be secured by adequate collateral. Notwithstanding the foregoing sentence, no more than one-half of the vested portion of the Participant's Nonforfeitable Account Balance (determined as of the Valuation Date coinciding with or next preceding the date on which the loan is made) shall be used to secure any loan. |
D. | Interest. Each Participant loan shall be considered an investment of the Trust, and interest shall be charged thereon at a reasonable rate established by, or in accordance with rules and procedures approved by, the Plan Administrator commensurate with the interest rates then being charged by persons in the business of lending money under similar circumstances. Notwithstanding the foregoing sentence, if necessary, the Plan Administrator will reduce the interest rate of an outstanding Participant loan to 6% during a period of qualified military leave as defined in Code Section 414(u) |
E. | Repayment Terms. |
(i) | Generally. The terms and conditions of each loan shall be determined by mutual agreement between the Plan Administrator or Trustee and the Participant. The Plan Administrator shall take all necessary actions to ensure that each loan is repaid on schedule by its maturity date, including requiring repayment of the loan by payroll deduction whenever possible. However, notwithstanding the foregoing provisions of this Section 6.06(E), if a Participant is terminated from employment under the terms of the designated reduction in force, the Participant may continue to make loan payments on any loan balance outstanding at the time of such termination according to the rules and procedures adopted by the Plan Administrator. |
(ii) | Suspension of Loan Payments during Qualified Military Leave. Loan payments shall be suspended during a period of Qualified Military Service, as defined in Code Section 414(u)(5). The duration of such period of service shall not be taken into account in determining the maximum permissible term of the loan under Code Section 72(p) and the regulations promulgated thereunder. Following the Participant's timely reemployment after a period of Qualified Military Service, loan payments shall resume at an amount no less than required by the terms of the original loan, and at a frequency such that the loan will be repaid in full during a period that is no longer than the "latest permissible term of the loan" (defined as latest date permitted under Code Section 72(p)(2)(B) plus the period of suspension due to such military service). |
F. | Spousal Consent. Any Participant whose Account is subject to the annuity provisions set forth in Schedule II must obtain the consent of his Spouse, if any, within the 90-day period before the time the Participant's vested Account is used as collateral security for the loan, unless not otherwise required by law. Such consent must be in writing, must acknowledge the effect of the loan, and must be witnessed by a Plan representative or notary public. A new consent is required if the Account balance is used for any increase in the amount of security. |
G. | Restrictions on Loans. No Participant shall have more than two loans under this Section 6.06 outstanding at the same time. However, if a Participant who previously participated in one of the Merging Plans that permitted multiple loans has more than two loans outstanding, or if a Participant in a plan that subsequently merges into this Plan has more than two loans outstanding under such merging plan at the date of merger, such Participant may, in accordance with the terms of such loans, continue to have more than two such loans without violating this provision. |
H. | Nondiscrimination. Loans will not be made available to Highly Compensated Employees in an amount greater than the amount made available to other Employees. |
I. | Default. Failure to make a payment within 90 days of the date payment is due will generally constitute a default, unless loan procedures adopted pursuant to this Section 6.06 and applicable law do not so require. The Plan Administrator may establish additional rules and procedures for handling loan defaults, including, but not limited to, restrictions on future borrowing. |
J. | Procedure. The Plan Administrator will establish rules and procedures to administer Participant loans. |
A. | a distribution of Compensation Deferral and Catch-up Contributions; |
B. | made to a Participant who is a Qualified Reservist who was ordered or called to active duty for a period in excess of 179 days or for an indefinite period; and |
C. | made during the period beginning on the date of such order or call and ending at the close of the active duty period. |
E. | Exception from the 10% Excise Tax for Early Withdrawals. A Qualified Reservist Distribution shall be exempt from the 10% excise tax under Code Section 72(t) for early withdrawals. |
F. | Qualified Reservist Distributions May be Contributed to an IRA. The Participant who receives a Qualified Reservist Distribution may, at any time during the two-year period beginning on the date after the end of the active duty period, make one or more contributions to an individual retirement account of such individual in an aggregate amount not to exceed the amount of such Qualified Reservist Distribution. The dollar limitations otherwise applicable to contributions to individual retirement accounts shall not apply to any contribution made pursuant to the preceding sentence; provided, however, that no deduction shall be allowed for any such contribution. In any event, the two-year period referred to above for making re-contributions of Qualified Reservist Distributions shall not end before August 17, 2008. In no event |
G. | Tie-Breaker Rule. If a Participant receives a distribution that satisfies the requirements to be a Qualified Reservist Distribution and a distribution described in Section 5.13(D), the distribution will be treated as a Qualified Reservist Distribution. |
A. | Participants, Former Participants and Beneficiaries shall be given a reasonable opportunity in which to make the election before the dividends are paid or distributed to them; |
B. | Participants, Former Participants and Beneficiaries shall be given a reasonable opportunity to change their elections at least annually; and |
C. | If there is a change in the Plan terms governing the manner in which the dividends are paid or distributed, Participants, Former Participants and Beneficiaries shall be given a reasonable opportunity to make elections under the new Plan terms before the first dividends subject to such new Plan terms are paid or distributed. |
(i) | The specific reason for the denial; |
(ii) | Specific references to pertinent Plan provisions on which the denial is based; |
(iii) | A description of any additional material and information needed for the Claimant to perfect his claim and an explanation of why the material or information is needed; |
(iv) | That any appeal the Claimant wishes to make of the adverse determination must be in writing to the Plan Administrator within 90 days after receipt of the notice of denial of benefits. The notice must further advise the Claimant that his failure to appeal the action to the Plan Administrator in writing within the 90-day period will render the determination final, binding and conclusive; and |
(v) | An explanation that, if an adverse determination is made on review, the Claimant has the right to bring civil action under Section 502(a) of ERISA. |
A. | The Plan Administrator shall advise a Claimant of the Plan's adverse benefit determination within a reasonable period of time, but not later than 45 days after receipt of the claim by the Plan. If the Plan Administrator determines that due to matters beyond control of the Plan, such decision cannot be reached within 45 days, an additional 30 days may be provided and the Plan Administrator shall notify the Claimant of the extension prior to the end of the original 45-day period. The 30-day extension may be extended for a second 30-day period, if before the end of the original extension, the Plan Administrator determines that due to circumstances beyond the control of the Plan, a decision cannot be rendered within the extension period. |
B. | Claimants shall be provided at least 180 days following receipt of benefit denial in which to appeal such adverse determination. |
C. | The Plan Administrator shall review the Claimant's appeal and notify the Claimant of its determination within a reasonable period of time, but not later than 45 days after receipt of the Claimant's request for review. Should the Plan Administrator determine that special circumstances (such as the need to hold a hearing) require an extension of time for processing the appeal, the Plan Administrator shall notify the Claimant of the extension before the end of the initial 45 day period. Such an extension, if required, shall not exceed 45 days. |
A. | To determine the rights of eligibility of an Employee to participate in the Plan, the value of a Participant's Account, and the Nonforfeitable percentage of each Participant's Account; |
B. | To adopt rules and procedures necessary for the proper and efficient administration of the Plan, provided the rules and procedures are not inconsistent with the terms of this Plan and the Trust; |
C. | To construe, interpret and enforce the terms of the Plan and the rules and regulations it adopts, including the discretionary authority to interpret the Plan documents, documents related to the Plan's operation, and findings of fact; |
D. | To direct the Trustee with respect to the crediting and distribution of the Trust; |
E. | To review and render decisions respecting a claim for (or denial of a claim for) a benefit under the Plan; |
F. | To furnish the Employer with information that the Employer may require for tax or other purposes; |
G. | To engage such legal (including legal counsel of the Employer), accounting, recordkeeping, clerical, investment and/or administrative services that it may deem proper; |
H. | To engage the service of agents (to perform fiduciary and/or nonfiduciary functions) whom it may deem advisable to assist it with the performance of its duties; |
I. | To engage the services of an investment manager or investment managers (as defined in ERISA Section 3(38)), each of whom shall have full power and authority to manage, acquire or dispose (or direct the Trustee with respect to acquisition or disposition) of any Plan asset under its control; |
J. | As permitted by the Employee Plans Compliance Resolution System ("EPCRS") issued by the Internal Revenue Service ("IRS"), as in effect from time to time, either directly or through its delegates, (i) to voluntarily correct any Plan qualification failure, including, but not limited to, failures involving Plan operation, impermissible discrimination in favor of highly compensated employees, the specific terms of the Plan document, or demographic failures; (ii) implement any correction methodology permitted under EPCRS; and (iii) negotiate the terms of a compliance statement or a closing agreement proposed by the IRS with respect to correction of a plan qualification failure; |
K. | To allocate fiduciary responsibilities (other than the trustee responsibilities as defined in Section 405(c)(3) of ERISA); |
L. | To delegate responsibility to others, including but not limited to the Financial Benefit Plans Committee or such other committee established by the Company or the Benefits Group of the Company; |
M. | To keep such records, books of accounts, data and other documents as may be necessary for the proper administration of the Plan; |
N. | To prepare and distribute to Participants and Beneficiaries information concerning the Plan and their rights under the Plan, including, but not limited to, information that is required to be distributed by ERISA, the Code, regulations under each, or by any other applicable law; |
O. | To file with the Secretary of Treasury or the Secretary of Labor such reports and additional documents as may be required to be filed (or deemed appropriate to be filed) under the Code, ERISA and regulations issued under each; and |
P. | To do all things necessary to operate and administer the Plan in accordance with its provisions and in compliance with applicable provisions of law. |
Years of Service | Percent Nonfortfeitable | |
Less than three (3) | 0% | |
At least three (3) or more | 100% |
A. | "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 Employer having annual Compensation greater than $170,000 (for 2015 and thereafter as adjusted under Code Section 416(i)(1)), a five-percent owner of the Employer, or a one-percent owner of the Employer having annual Compensation of more than $150,000. The constructive ownership rules of Code Section 318 (or the principles of that section, in the case of an unincorporated Employer) will apply to determine ownership in the Employer. The determination of who is a Key Employee shall be made in accordance with Code Section 416(i)(1) and the Treasury Regulations under that Code Section. |
B. | "Non-Key Employee" is an Employee who does not meet the definition of Key Employee. |
C. | "Compensation" shall mean the first $265,000 (for 2015 and thereafter as adjusted in accordance with Code Section 401(a)(17)) of Compensation as defined in Code Section 415(c)(3), but including amounts contributed by the Employer pursuant to a salary reduction agreement that are excludible from the Employee's gross income under Section 125, "deemed compensation" under Code Section 125 pursuant to Revenue Ruling 2002-27, Section 132(0(4), Section 402(a)(8), Section 402(h) or Section 403(b) of the Code. |
D. | "Required Aggregation Group" means: |
(i) | Each qualified plan of the Employer in which at least one Key Employee participates at any time during the five Plan Year period ending on the Determination Date; and |
(ii) | Any other qualified plan of the Employer that enables a plan described in (i) to meet the requirements of Code Section 401(a)(4) or Code Section 410. |
E. | "Permissive Aggregation Group" is the Required Aggregation Group plus any other qualified plans maintained by the Employer, but only if such group would satisfy in the aggregate the requirements of Code Section 401(a)(4) and Code Section 410. The Plan Administrator shall determine which plans to take into account in determining the Permissive Aggregation Group. |
F. | "Employer" shall mean all the members of a controlled group of corporations (as defined in Code Section 414(b)), of a commonly controlled group of trades or businesses (whether or not incorporated) (as defined in Code Section 414(c)), or an affiliated service group (as defined in Code Section 414(m)), of which the Employer is a part. However, ownership interests in more than one member of a related group shall not be aggregated to determine whether an individual is a Key Employee because of his ownership interest in the Employer. |
G. | "Determination Date" for any Plan Year is the Accounting Date of the preceding Plan Year or, in the case of the first Plan Year of the Plan, the Accounting Date of that Plan Year. |
A. | To amend this agreement in any manner it deems necessary or advisable in order to qualify (or maintain qualification of) this Plan and the Trust created under it under the appropriate provisions of the Code; and |
B. | To amend this agreement in any other manner. |
A. | If the present value of the Participant's Nonforfeitable Account does not exceed $1,000, the Plan Administrator will direct the Trustee to distribute to the Participant |
B. | If the present value of the Participant's Nonforfeitable Account exceeds $1,000, the Participant or the Beneficiary, in addition to the distribution events permitted under Articles IV and V, may elect to have the Trustee commence distribution of his Nonforfeitable Account as soon as administratively practicable after the Plan terminates. |
CARDINAL HEALTH, INC. | ||
By: | /s/ Carole Watkins | |
Its: | Chief Human Resources Officer | |
Date: | December 4, 2015 |
Entity | Name of Merged Plan | Merger Date |
Comprehensive Reimbursement Consultants, Inc. ("CRC") | CRC 401(k) Retirement Plan | July 1, 1998 |
Cardinal Health 109, Inc. (f/k/a Owen Healthcare, Inc.) | Owen Healthcare, Inc. Employee Stock Ownership Plan | July 1, 1998 |
Cardinal Health 109, Inc. (f/k/a Owen Healthcare, Inc.) | Owen Healthcare, Inc. 401(k) Savings Plan | July 1, 1998 |
Cardinal Health 406, LLC (f/k/a Packaging Coordinators, Inc. ("PCI") | Packaging Coordinators, Inc. Profit Sharing Plan | July 1, 1998 |
Cardinal Health 406, LLC (f/k/a Packaging Coordinators, Inc. ("PCI") | Packaging Coordinators, Inc. Money Purchase Pension Plan | July 1, 1998 |
Pyxis Corporation ("Pyxis") | Pyxis Corporation 401(k) Plan | July 1, 1998 |
Cardinal Health 409, Inc. (f/k/a R.P. Scherer Corporation) | R.P. Scherer Corporation Retirement Savings Plan | September 1, 1999 |
Automatic Liquid Packaging, Inc. | Automatic Liquid Packaging, Inc. Employees 401(k) Savings Plan | January 1, 2001 |
Pacific Surgical Innovations, Inc. | Pacific Surgical Innovations, Inc. 401(k) Plan | January 1, 2001 |
Ransdell Surgical, Inc. | Ransdell Surgical, Inc. 401(k) Salary Reduction Plan and Trust | January 1, 2001 |
International Processing Corp. | International Processing Corp. 401(k) Plan | July 1, 2001 |
American Threshold Industries, Inc. | American Threshold Industries, Inc. 401(k) Profit Sharing Plan | September 1, 2001 |
Cardinal Health, Inc. | Cardinal Health, Inc., Frozen Retirement Plan | December 1, 2001 |
Entity | Name of Merged Plan | Merger Date |
Premier Pharmacy Services, P.C. | Premier Pharmacy Services, P.C. 40 (k) Plan | May 1, 2002 |
Professional Health-Care Resources, Inc. | PhR 401(k) Plan | November 1, 2002 |
Boron, LePore & Associates, Inc. | Boron, LePore & Associates, Inc. Profit Sharing Plan | January 2, 2003 |
Cardinal Health 100, Inc. (f/k/a Bindley Western Industries, Inc.) | Profit Sharing Plan of Bindley Western Industries, Inc. & Subsidiaries | January 3, 2003 |
Cardinal Health 200, Inc. (f/k/a Allegiance Corporation | Allegiance Retirement Plan for Union Employees of Hayward, California | February 1, 2003 |
Cardinal Health 405, Inc. (f/k/a Magellan Laboratories, Incorporated) | Magellan Laboratories, Inc. Profit Sharing Trust | February 5, 2003 |
Beckloff Associates, LLC | Beckloff Associates, Inc. 401(k) Profit Sharing Plan | August 2, 2004 |
Snowden Pencer, Inc. | Snowden Pencer, Inc. 401(k) Profit Sharing Plan | August 3, 2004 |
Cardinal Health, Inc. | Cardinal Health Prior Retirement Accounts Plan | December 16, 2004 |
Cardinal Health, Inc. | Cardinal Health Profit Sharing, Retirement and Savings Plan for PRN Employees | December 16, 2004 |
Cardinal Health 303, Inc. (f/k/a ALARIS Medical Systems, Inc.) | ALARIS Medical Systems Retirement Investment Plan | January 1, 2005 |
Cardinal Health 414, Inc. (fka/Syncor International Corporation | Syncor International Corporation Employees' Savings and Stock Ownership Plan | May 28, 2010 |
Kinray, Inc. | Kinray, Inc. 401(k) Plan | December 30, 2011 |
RGH Enterprises, Inc. (d/b/a AssuraMed) | RGH Enterprises, Inc. 401(k) Profit Sharing Plan | December 31, 2013 |
(i) | The Participant's Spouse (to whom the survivor annuity is payable under the Qualified Joint and Survivor Annuity) has consented in writing to the waiver election, the Spouse's consent acknowledges the effect of the election, and a notary public or a Plan representative witnesses the Spouse's consent; and |
(ii) | If the Spouse is not the Participant's sole primary Beneficiary, the Spouse consents to the Participant's Beneficiary designation or to any change in the Participant's Beneficiary designation, or the Spouse expressly permits designations by the Participant without any further spousal consent. |
A. | Definitions: |
(i) | "Elective Deferrals" means any Employer contributions made to the Plan at the election of the Participant, in lieu of cash compensation, and shall include contributions made pursuant to a compensation reduction agreement or other deferral mechanism. With respect to any taxable year, a Participant's Elective Deferral is the sum of all employer contributions made on behalf of such Participant pursuant to an election to defer under any qualified cash or deferred arrangement as described in Section 401(k) of the Code, including Roth contributions, any simplified employee pension cash or deferred arrangement as described in Code Section 402(h)(1)(B), any SIMPLE IRA described in Code Section 408(p), any eligible deferred compensation plan under Code Section 457, any plan as described under Code Section 501(c)(18), and any employer contributions made on the behalf of a Participant for the purchase of an annuity contract under Code Section 403(b) pursuant to a compensation reduction agreement. |
(ii) | "Excess Elective Deferrals" means those Elective Deferrals for a taxable year that exceed the dollar limitation under such Code section. Excess Elective Deferrals shall be treated as Annual Additions under the Plan, except to the extent they are distributed pursuant to subsection C below. To the extent that any Excess Elective Deferrals result from a combination of Compensation Deferral and Roth Contributions under this Plan, the Participant shall have the option of designating whether Compensation Deferral or Roth Contributions shall be first reduced to eliminate such Excess Elective Deferrals. If the Participant does not so designate, Excess Elective Deferrals shall be distributed first from Compensation Deferral Contributions. |
B. | Prohibition of Deferrals in Excess of Code Section 402(g) Dollar Limitations. No Participant shall be permitted to have Elective Deferrals made under this Plan, or any other qualified plan, during any taxable year, in excess of the dollar limitation contained in Section 402(g) of the Code (as adjusted for increases in the cost-of-living) in effect at the beginning of such taxable year, except to the extent Catchup Contributions are permitted to be made to the Plan, as described in Code Section 414(v), or, effective for Plan Years on or |
C. | Distribution of Excess Elective Deferrals. A Participant may assign to this Plan any Excess Elective Deferrals made during a taxable year of the Participant by notifying the Plan Administrator on or before March 15 of the following taxable year of the amount of the Excess Elective Deferrals to be assigned to the Plan. Notwithstanding any other provision of the Plan, Excess Elective Deferrals, plus any income and minus any loss allocable thereto, shall be distributed no later than April 15 to any Participant to whose Account Excess Elective Deferrals were assigned for the preceding year and who claims Excess Elective Deferrals for such taxable year. |
D. | Determination of Income or Loss. Excess Elective Deferrals shall be adjusted for any income or loss. Such adjustments shall include any income or loss through the end of the Plan Year in which the excess arose. For corrective distributions that are made for the Plan Year beginning January 1, 2007, such adjustments shall also include any income or loss for the period from the end of the taxable year in which the excess arose up to the date of distribution (the "Gap Period"). Gap Period adjustments shall not be made for Plan Years beginning on and after January 1, 2008. For Plan Years beginning prior to January 1, 2007, Gap Period adjustments are made only in the discretion of the Plan Administrator. The income or loss allocable to Excess Elective Deferrals is the sum of (i) income or loss allocable to the Participant's Elective Deferral Account for the taxable year multiplied by a fraction, the numerator of which is such Participant's Excess Elective Deferrals for the year and the denominator of which is the Participant's Account balance attributable to Elective Deferrals without regard to any income or loss occurring during such taxable year; and (ii) if the distribution is to be adjusted for income or loss during the Gap Period, ten percent of the amount determined under (i) multiplied by the number of whole calendar months between the end of the Participant's taxable year and the date of distribution, counting the month of distribution if distribution occurs after the 15th day of such month. Alternatively, the Plan Administrator may determine the income or loss allocable to Excess Elective Deferrals under any reasonable method that does not violate the general nondiscrimination rules of Code Section 401(a)(4), is used consistently for all Participants and for all such corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income to Participants' Accounts. |
A. | "Annual Additions" are the sum of the following amounts credited to a Participant's Account for any Limitation Year: |
(i) | Compensation Deferral Contributions, Safe Harbor Matching Contributions, Non-Safe Harbor Matching Contributions, Qualified Matching Contributions and Roth Contributions; |
(ii) | Employer Contributions, Special Contributions, any contributions provided in an applicable Appendix and Qualified Non-elective Contributions, if any; |
(iii) | Forfeitures, if any; and |
(iv) | Excess amounts reapplied to reduce Employer contributions under Section III.03. |
B. | "Company." Any corporation that is a member of a controlled group of corporations (as defined in Section 414(b) of the Code as modified by Section 415(h)) that includes Cardinal Health, Inc., or any trades or businesses (whether or not incorporated) that are under common control (as defined in Section 414(c) of the Code as modified by Section 415(h)) with Cardinal Health, Inc., or a member of an affiliated service group (as defined in Code Section 414(m)) that includes Cardinal Health, Inc., or any other entity required to be aggregated with Cardinal Health, Inc., pursuant to regulations under Section 414(o) of the Code. |
C. | "Compensation." For Limitation Years on and after January 1, 2016: With respect to the Limitation Year means Compensation as defined in Section 1.08. For purposes of applying the limitations of this Schedule III, Compensation for a Limitation Year is the Compensation actually paid or includible in gross income during such Limitation Year. Payments awarded by an administrative agency or court or pursuant to a bona fide agreement by the Employer to compensate an Employee for lost wages are Compensation for the Limitation Year to which the back pay relates, but only to the extent such payments represent Compensation that would otherwise be Compensation under this Section III.02(C). |
D. | "Defined Benefit Plan." A retirement plan that does not provide for individual accounts for Employer contributions. The Plan Administrator shall treat all Defined Benefit Plans (whether or not terminated) maintained by the Employer as a single plan. |
E. | "Defined Contribution Plan." A retirement plan that provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants that the Plan Administrator may allocate to such Participant's account. The Plan Administrator shall treat as a Defined Contribution Plan an individual medical account (as defined in Code Section 415(1)(2)) included as part of a Defined Benefit Plan maintained by the Employer and a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)). The Plan Administrator shall treat all Defined Contribution Plans (whether or not terminated) maintained by the Employer as a single plan. |
F. | "Limitation Year." The Plan Year. |
G. | "Maximum Permissible Amount." For a Limitation Year beginning on or after July 1, 2002, the maximum permissible amount with respect to any Participant shall be the lesser of: |
(i) | $40,000 (as adjusted in accordance with Code Section 415(d)), or |
(ii) | 100% of the Participant's Compensation for the Limitation Year. |
H. | "Projected Annual Benefit." The annual retirement benefit (adjusted to an actuarially equivalent straight life annuity if the plan expresses such benefit in a form other than a straight life annuity or qualified joint and survivor annuity) to which a Participant would be entitled under a Defined Benefit Plan on the assumptions that he continues employment until normal retirement age (or current age, if that is later) thereunder, that his |
I. | Required Plan Aggregation. For purposes of applying the limitations of Code Section 415(b), (c) and (e) applicable to a Participant for a particular Limitation Year, all qualified Defined Benefit Plans (without regard to whether a plan has been terminated) ever maintained by the Company will be treated as one Defined Benefit Plan and all qualified Defined Contribution Plans (without regard to whether a plan has been terminated) ever maintained by the Company will be treated as part of this Plan. |
A. | The excess amounts in the Participant's Account consisting of Compensation Deferral Contributions and any gains attributable thereto shall be paid to the Participant as soon as administratively feasible. Any amount so distributed shall be disregarded for purposes of complying with the requirements of Code Section 402(g), the Actual Deferral Percentage test of Code Section 401(k)(3) and the Actual Contribution Percentage test of Code Section 401(m)(2). |
B. | The excess amounts in the Participant's Account consisting of Employer Contributions, Non-Safe Harbor Matching Contributions provided in Schedule IV shall be used to reduce Employer Contributions, Matching Contributions provided in an applicable Appendix respectively for the next Limitation Year (and succeeding Limitation Years, as necessary) for that Participant if that Participant is covered by the Plan as of the end of the Limitation Year. However, if that Participant is not covered by the Plan as of the end of the Limitation Year, then the excess amounts must be held unallocated in a suspense account for the Limitation Year and allocated and reallocated in the next Limitation Year to all of the remaining Participants in the Plan. If a suspense account is in existence at any time during a particular Limitation Year, other than the first Limitation Year described in the preceding sentence, all amounts in the suspense account must be allocated and reallocated to Participants' Accounts (subject to the limitations of Code Section 415) before any contributions that would constitute Annual Additions may be made to the Plan for that Limitation Year. Furthermore, the excess amounts must be used to reduce Employer Contributions and Matching Contributions provided in Schedule IV for the next Limitation Year (and succeeding Limitation Years, as necessary) for all of the remaining Participants in the Plan. For purposes of this subdivision, except as provided in Section III.03.A, excess amounts may not be distributed to Participants or Former Participants. |
C. | In the event of termination of the Plan, the suspense account described above shall revert to the Company to the extent it may not then be allocated to any Participant's Account. |
D. | Notwithstanding any other provisions in this Schedule III, the Company shall not contribute any amount that would cause an allocation to the suspense account as of the date the contribution is allocated. If the contribution is made prior to the date as of which it is to be allocated, then such contribution shall not exceed an amount that would cause an allocation to the suspense account if the date of contribution were an allocation date. |
E. | If a Participant's Annual Additions would result in an excess amount for a Limitation Year, the excess amount will be deemed to consist of the Annual Additions last allocated except that Annual Additions attributable to a welfare benefit fund will be deemed to have been allocated first regardless of the actual allocation date. |
A. | Special Rules Regarding Participants in the Owen Healthcare, Inc. 401(k) Savings Plan. |
(i) | A Participant employed by Cardinal Health 109, Inc. (f/k/a Owen Healthcare, Inc.) ("Owen") on June 30, 1998 shall, to the extent applicable, continue to have a separate After-tax Contribution Account and a separate Participant IRA Account under the Plan. |
(ii) | A Participant employed by Owen on June 30, 1998 shall continue to be permitted to obtain in-service withdrawals from his after-tax contributions Account. |
(iii) | A Participant employed by Owen on June 30, 1998 shall continue to be permitted to obtain in-service withdrawals from his Participant IRA Account in an amount equal to all or a portion of the amounts held in such Participant IRA Account. |
B. | Special Rules Regarding Participants in the Packaging Coordinators, Inc. Money Purchase Pension Plan. Participants employed by Packaging Coordinators Inc. on June 30, 1998, shall continue to have the option to receive distributions from the Plan in the form of a Qualified Joint and Survivor Annuity under Schedule II with respect to their entire Account Balance held hereunder. In addition, optional payment forms under Schedule II shall also include a 100% Qualified Joint and Survivor Annuity, a 75% Qualified Joint and Survivor Annuity, or in the form of a single life annuity. A single life annuity shall continue to be the normal form of benefit payable to an unmarried Participant. |
C. | Special Rules Regarding Active Employees of Medical Products and Services (f/k/a Allegiance Corporation). A Participant who (1) was employed by Allegiance Corporation prior to January 1, 2001, (2) is fully vested in his Non-Safe Harbor Matching Contributions and Employer Contributions Accounts, and (3) has at least five Years of Service, may elect to withdraw any or all of his Previous Employer Matching Contributions or amounts held in his Allegiance Profit Sharing Account (as such amounts are maintained in the recordkeeping system for the Plan) at any time. |
D. | Special Rules Regarding Former Participants in the Alaris Medical Systems Retirement Investment Plan. A Participant may withdraw all or part of his |
E. | Special Rules Regarding Former Participants in the Viasys Healthcare Inc. Retirement and Savings Plan. A Participant employed by Viasys Healthcare Inc. ("Viasys") on July 1, 2007 and electing to rollover in kind to the Plan a loan or loans previously maintained under the Viasys Healthcare Inc. Retirement and Savings Plan (the "Viasys Plan") that conformed to the provisions of Code Section 72(p) shall be permitted to rollover such loan(s) to the Plan in kind pursuant to Section 3.13 of the Plan, notwithstanding the fact that the term of such loan(s), the total number of loans maintained by the Participant under the Viasys Plan or other provisions of the Viasys Plan relating to the maintenance of participant loans do not conform to the loan provisions currently in place under the Plan. Loans rolled into the Plan in kind from the Viasys Plan shall continue to be governed by such repayment, availability and other such provisions as were in place at the inception of such loans under the Viasys Plan. Any new loans by Participants formerly employed by Viasys shall be governed by the terms of the Plan and by the loan rules and procedures established by the Plan Administrator. |
F. | Special Rules Regarding Former Participants in the Enturia, Inc. 401(k) Savings and Retirement Plan. A Participant employed by Enturia, Inc. or any of its affiliated entities (collectively, "Enturia") immediately prior to the acquisition of the assets of Enturia by the Employer and that immediately thereafter becomes an employee of an Employer, may elect to rollover in kind to the Plan one or more participant loans previously maintained under the Enturia, Inc. 401(k) Savings and Retirement Plan (the "Enturia Plan") that conform to the provisions of Code Section 72(p), notwithstanding the fact that the term of such loan(s), the total number of loans maintained by the Participant under the Enturia Plan or other provisions of the Enturia Plan relating to the maintenance of participant loans do not conform to the loan provisions currently in place under the Plan. Loans rolled into the Plan in kind from the Enturia Plan shall continue to be governed by such repayment, availability and other provisions as were in place at the inception of such loans under the Enturia Plan. Any new loans by Participants formerly employed by Enturia shall be governed by the terms of the Plan and by the loan rules and procedures established by the Plan Administrator. |
G. | Special Rules Regarding Former Participants in the Syncor International Corporation Employees' Savings and Stock Ownership Plan (the "Syncor Plan"). A Participant employed by Syncor International Corporation (n/k/a Cardinal Health 414, Inc.) or any of its affiliated entities (collectively "Syncor" ) on or after December 31, 2001 and prior to August 1, 2003, shall be subject to the following vesting schedule applicable to profit sharing contributions under the Syncor Plan: |
Years of Vesting Service | Vesting Percentage | |||
Less than 1 | 0% | |||
1 | 0% | |||
2 | 20% | |||
3 | 40% | |||
4 | 70% | |||
5 | 100% |
H. | Special Rules Regarding Former Participants in the Kinray, Inc. 401(k) Plan (the "Kinray Plan"). A Participant in the Kinray Plan with an account in such plan as of December 30, 2011, when the assets of the Kinray Plan are merged with and into this Plan shall become fully vested in his account in the Kinray Plan effective as of December 30, 2011. In addition, a Participant may elect to take a distribution of up to 100% of his Non-Safe Harbor Matching Contribution Account and/or Non-Safe Harbor Non-Elective Contribution Account under the Kinray Plan at any time after the date that such account(s) are 100% vested. |
I. | Special Rules Regarding Former Participants in the RGH Enterprises, Inc. 401(k) Profit Sharing Plan (the "RGH Plan"). A Participant in the RGH Plan on December 31, 2013, will be subject to the following vesting schedule(s), as applicable, with respect to amounts attributable to "matching contributions" and "nonelective contributions" under the RGH Plan, including contributions to the Plan in 2014 for amounts accrued under the RGH Plan for the 2013 Plan Year. |
Years of Service | Vesting Percentage | |||||
Less than 2 | 0% | |||||
2 | 40% | |||||
3 | 60% | |||||
4 | 80% | |||||
5 | 100% |
1.01. | Diversification Requirements. |
(a) | Not An Applicable Defined Contribution Plan. For periods during which the Plan is not an applicable defined contribution plan within the meaning of Code Section 401(a)(35), each “qualified participant” may elect within 90 days after the close of each Plan Year in the “qualified election period” to direct in accordance with rules and procedures established by the Plan Administrator the investment of at least 25 percent of the Participant’s Account in the Plan (to the extent such portion exceeds the amount to which a prior election under this Section 1.01(a) of Schedule V applies) to one or more of at least three Investment Funds. In the case of the election year in which the Participant can make his last election, the preceding sentence shall be applied by substituting “50 percent” for “25 percent.” “Qualified participant” means any Employee who has completed at least 10 years of participation under the Plan and has attained age 55. “Qualified election period” means the six-Plan Year period beginning with the first Plan Year in which individual first became a “qualified participant”. |
(b) | Applicable Defined Contribution Plan. The provisions of this Section 1.01(b) of Schedule V shall apply to any investment in Shares if such stock is publicly-traded or treated as publicly-traded under Code Section 401(a)(35). Shares that are not publicly-traded shall be treated as publicly-traded securities if the Company or any member of its controlled group (determined as provided in section 414(b) of the Code, but substituting 50 percent for 80 percent) has issued publicly-traded securities, unless neither the Company nor its parent company has issued either (i) publicly-traded securities or (ii) a special class of stock that grants particular rights to or bears particular risks for the holder or issuer with respect to any member of the controlled group. Notwithstanding any other provision of the Plan to the contrary, a Participant (or Beneficiary or alternate payee) whose Account is invested, in whole or in part, in the Employer Common Stock Fund shall be permitted to divest such investments and reinvest such Account in other Investment Funds provided under the Plan. |
1.02 | Special Provisions if Shares are Not Readily Tradable on an Established Market. The following provisions apply only if the Shares are not readily tradable on an established market (within the meaning of section 409(h) of the Code). |
1.03 | Independent Appraiser. If the Shares are not readily tradable on an established securities market, all valuations of the Shares shall be made by an independent appraiser meeting the requirements similar to the requirements of the regulations under Code Section 170(a)(1). |
1.04 | No Purchase Obligation. The Plan shall not obligate itself to acquire Shares from a particular security holder at an indefinite time determined upon the happening of an event such as the death of the holder. |
1.05 | Transaction Valuation Date. The valuation date for any transaction between the Plan and a disqualified person (within the meaning of Code Section 4975) shall be the date of the transaction. |
ARTICLE I – DEFINITIONS | 3 | ||
Section 1.01. | Account | 3 | |
Section 1.02. | Accounting Date | 3 | |
Section 1.03. | Beneficiary | 3 | |
Section 1.04. | Board | 3 | |
Section 1.05. | Catch-Up Account | 3 | |
Section 1.06. | Code | 3 | |
Section 1.07. | Company | 3 | |
Section 1.08. | Compensation | 3 | |
Section 1.09. | Compensation Deferral Account | 5 | |
Section 1.10. | Effective Date | 5 | |
Section 1.11. | Eligible Employee | 5 | |
Section 1.12. | Employee | 6 | |
Section 1.13. | Employer(s) | 6 | |
Section 1.14. | Employer Contribution Account | 6 | |
Section 1.15. | ERISA | 6 | |
Section 1.16. | Former Participant | 6 | |
Section 1.17. | Highly Compensated Employee | 6 | |
Section 1.18. | Income | 6 | |
Section 1.19. | Leased Employee | 7 | |
Section 1.20. | Matching Account | 7 | |
Section 1.21. | Nonforfeitable | 7 | |
Section 1.22. | Nonforfeitable Account Balance | 7 | |
Section 1.23. | Non-Highly Compensated Employee | 7 | |
Section 1.24. | Normal Retirement Age | 7 | |
Section 1.25. | Participant | 7 | |
Section 1.26. | Plan | 8 | |
Section 1.27. | Plan Administrator | 8 | |
Section 1.28. | Plan Year | 8 | |
Section 1.29. | Qualified Non-elective Contribution Account | 8 | |
Section 1.30. | Related Employers | 8 | |
Section 1.31. | Rollover Account | 8 | |
Section 1.32. | Service and Break in Service Definitions | 8 | |
Section 1.33. | Shares | 12 | |
Section 1.34. | Spouse | 12 | |
Section 1.35. | Total Disability | 12 | |
Section 1.36. | Transfer Account | 12 | |
Section 1.37. | Treasury Regulations | 13 | |
Section 1.38. | Trust | 13 |
Section 1.39. | Trust Fund | 13 | |
Section 1.40. | Trustee | 13 | |
Section 1.41. | U.S. Code | 13 | |
Section 1.42. | Valuation Date | 13 | |
Section 1.43. | Terms Defined Elsewhere | 13 | |
ARTICLE II – ELIGIBILITY AND PARTICIPATION | 14 | ||
Section 2.01. | ELIGIBILITY | 14 | |
Section 2.02. | PARTICIPATION UPON RE-EMPLOYMENT | 14 | |
Section 2.03. | ENROLLMENT | 14 | |
Section 2.04. | TRANSFER BETWEEN PARTICIPATING EMPLOYERS | 14 | |
Section 2.05. | TRANSFERS BETWEEN CLASSES OF EMPLOYEES | 14 | |
ARTICLE III – CONTRIBUTIONS | 15 | ||
Section 3.01. | INDIVIDUAL ACCOUNTS | 15 | |
Section 3.02. | EMPLOYER CONTRIBUTIONS | 15 | |
Section 3.03. | EMPLOYER AND SPECIAL CONTRIBUTION ALLOCATIONS AND ACCRUAL OF BENEFIT | 16 | |
Section 3.04. | COMPENSATION DEFERRAL CONTRIBUTIONS | 17 | |
Section 3.05. | CHANGES AND SUSPENSIONS OF COMPENSATION DEFERRAL CONTRIBUTIONS AND CATCH-UP CONTRIBUTIONS | 19 | |
Section 3.06. | MATCHING CONTRIBUTIONS | 20 | |
Section 3.07. | MATCHING CONTRIBUTION ALLOCATION AND ACCRUAL OF BENEFIT | 20 | |
Section 3.08. | VOLUNTARY EMPLOYEE NONDEDUCTIBLE CONTRIBUTIONS | 20 | |
Section 3.09. | QUALIFIED NON-ELECTIVE CONTRIBUTIONS | 20 | |
Section 3.10. | LIMITATIONS APPLICABLE TO COMPENSATION DEFERRAL CONTRIBUTIONS | 20 | |
Section 3.11. | DISTRIBUTION OF EXCESS COMPENSATION DEFERRALS | 22 | |
Section 3.12. | TIME OF PAYMENT OF CONTRIBUTION | 22 | |
Section 3.13. | ALLOCATION OF FORFEITURES | 22 | |
Section 3.14. | ROLLOVER AND TRANSFER CONTRIBUTIONS | 23 | |
Section 3.15. | RETURN OF CONTRIBUTIONS | 23 | |
Section 3.16. | FURTHER REDUCTIONS OF CONTRIBUTIONS | 24 | |
Section 3.17. | MAXIMUM ANNUAL CONTRIBUTION | 24 | |
Section 3.18. | MAXIMUM COMPENSATION LIMITATION | 24 | |
ARTICLE IV – TERMINATION OF SERVICE: PARTICIPANT VESTING | 25 | ||
Section 4.01. | VESTING | 25 | |
Section 4.02. | INCLUDED YEARS OF SERVICE – VESTING | 25 |
Section 4.03. | FORFEITURE OCCURS | 26 | |
Section 4.04. | CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS | 26 | |
Section 4.05. | RESTORATION OF FORFEITED PORTION OF ACCOUNT | 27 | |
Section 4.06. | TRANSFER BETWEEN CLASSES OF EMPLOYEES | 28 | |
Section 4.07. | TRANSFERS BETWEEN PARTICIPATING EMPLOYERS | 28 | |
ARTICLE V – TIME AND METHOD OF PAYMENT OF BENEFITS | 30 | ||
Section 5.01. | RETIREMENT | 30 | |
Section 5.02. | DISTRIBUTION UPON SEPARATION FROM SERVICE PRIOR TO NORMAL RETIREMENT AGE | 30 | |
Section 5.03. | FORM OF BENEFIT PAYMENTS | 32 | |
Section 5.04. | DISTRIBUTIONS UPON DEATH | 32 | |
Section 5.05. | DESIGNATION OF BENEFICIARY | 33 | |
Section 5.06. | FAILURE OF BENEFICIARY DESIGNATION | 34 | |
Section 5.07. | SPECIAL RULES FOR TRANSFER ACCOUNTS | 34 | |
Section 5.08. | DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS | 34 | |
Section 5.09. | RE-EMPLOYMENT OF PARTICIPANTS RECEIVING PAYMENTS | 34 | |
Section 5.10. | FORM OF PAYMENTS | 35 | |
Section 5.11. | LOST PARTICIPANT OR BENEFICIARY | 35 | |
Section 5.12. | FACILITY OF PAYMENT | 35 | |
Section 5.13. | NO DISTRIBUTION PRIOR TO SEPARATION FROM SERVICE, DEATH OR TOTAL DISABILITY | 35 | |
Section 5.14. | DISTRIBUTION OF ASSETS TRANSFERRED FROM MONEY PURCHASE PENSION PLAN | 36 | |
Section 5.15. | WRITTEN INSTRUCTION NOT REQUIRED | 36 | |
Section 5.16. | DIRECT ROLLOVERS | 36 | |
Section 5.17. | DISTRIBUTIONS SUBJECT TO SPECIAL TAX RATE | 37 | |
ARTICLE VI – WITHDRAWALS: PARTICIPANT LOANS | 38 | ||
Section 6.01. | HARDSHIP WITHDRAWALS | 39 | |
Section 6.02. | SPECIAL WITHDRAWAL RULES APPLICABLE TO ROLLOVER CONTRIBUTIONS | 39 | |
Section 6.03. | SPECIAL WITHDRAWAL RULES APPLICABLE TO TRANSFER ACCOUNTS | 39 | |
Section 6.04. | WITHDRAWALS UPON ATTAINMENT OF AGE 59½ | 40 | |
Section 6.05. | LOANS TO PARTICIPANTS | 40 | |
ARTICLE VII – EMPLOYER ADMINISTRATIVE PROVISIONS | 43 | ||
Section 7.01. | ESTABLISHMENT OF TRUST | 43 |
Section 7.02. | INFORMATION TO PLAN ADMINISTRATOR | 43 | |
Section 7.03. | NO LIABILITY | 43 | |
Section 7.04. | INDEMNITY OF COMMITTEE(S) | 43 | |
Section 7.05. | INVESTMENT FUNDS | 43 | |
Section 7.06. | PUERTO RICO INVESTMENTS | 44 | |
ARTICLE VIII – PARTICIPANT ADMINISTRATIVE PROVISIONS | 46 | ||
Section 8.01. | PERSONAL DATA TO PLAN ADMINISTRATOR | 46 | |
Section 8.02. | ADDRESS FOR NOTIFICATION | 46 | |
Section 8.03. | ASSIGNMENT OR ALIENATION | 46 | |
Section 8.04. | NOTICE OF CHANGE IN TERMS | 46 | |
Section 8.05. | PARTICIPANT DIRECTION OF INVESTMENT | 46 | |
Section 8.06. | CHANGE OF INVESTMENT DESIGNATIONS | 47 | |
Section 8.07. | LITIGATION AGAINST THE TRUST | 48 | |
Section 8.08. | INFORMATION AVAILABLE | 48 | |
Section 8.09. | APPEAL PROCEDURE FOR DENIAL OF BENEFITS | 48 | |
Section 8.10. | CLAIMS INVOLVING BENEFITS RELATED TO DISABILITY | 49 | |
Section 8.11. | USE OF ALTERNATIVE MEDIA | 50 | |
Section 8.12. | STATUTE OF LIMITATIONS FOR CIVIL ACTIONS | 50 | |
ARTICLE IX – ADMINISTRATION OF THE PLAN | 51 | ||
Section 9.01. | ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR PLAN AND TRUST ADMINISTRATION | 51 | |
Section 9.02. | APPOINTMENT OF COMMITTEE | 51 | |
Section 9.03. | PLAN ADMINISTRATOR POWERS AND DUTIES | 51 | |
Section 9.04. | APPLICATION AND FORMS FOR BENEFITS | 53 | |
Section 9.05. | AUTHORIZATION OF BENEFIT PAYMENTS | 53 | |
Section 9.06. | FUNDING POLICY | 53 | |
Section 9.07. | SEPARATE ACCOUNTING | 53 | |
Section 9.08. | VALUE OF PARTICIPANT’S ACCOUNT | 53 | |
Section 9.09. | REGISTRATION AND VOTING OF EMPLOYER COMMON STOCK | 54 | |
Section 9.10. | INDIVIDUAL STATEMENT | 54 | |
Section 9.11. | FEES AND EXPENSES FROM FUND | 54 | |
ARTICLE X – MISCELLANEOUS | 55 | ||
Section 10.01. | EVIDENCE | 55 | |
Section 10.02. | NO RESPONSIBILITY FOR EMPLOYER ACTION | 55 | |
Section 10.03. | FIDUCIARIES NOT INSURERS | 55 | |
Section 10.04. | WAIVER OF NOTICE | 55 | |
Section 10.05. | SUCCESSORS | 55 |
Section 10.06. | WORD USAGE | 55 | |
Section 10.07. | HEADINGS | 55 | |
Section 10.08. | STATE LAW | 55 | |
Section 10.09. | EMPLOYMENT NOT GUARANTEED | 55 | |
ARTICLE XI – EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION | 57 | ||
Section 11.01. | EXCLUSIVE BENEFIT | 57 | |
Section 11.02. | AMENDMENT BY EMPLOYER | 57 | |
Section 11.03. | AMENDMENT TO VESTING PROVISIONS | 57 | |
Section 11.04. | DISCONTINUANCE | 58 | |
Section 11.05. | FULL VESTING ON TERMINATION | 58 | |
Section 11.06. | MERGER AND DIRECT TRANSFER | 58 | |
Section 11.07. | TERMINATION | 58 | |
APPENDIX A – EFFECTIVE DATE OF PARTICIPATION | 60 | ||
APPENDIX B – SPECIAL RULES REGARDING ELIGIBLE EMPLOYEES OF CARDINAL HEALTH 417, INC. (f/k/a PCI SERVICES III, INC.) | 61 | ||
APPENDIX C – ANNUITY DISTRIBUTIONS TO CERTAIN PARTICIPANTS | 62 | ||
APPENDIX D – DISTRIBUTION OF THE BALANCE OF THE TRANSFER ACCOUNT OF CERTAIN PARTICIPANTS | 66 |
(i) | Employer contributions (other than Elective Contributions) to a plan of deferred compensation to the extent the contributions are not included in the gross income of the Employee for the taxable year in which contributed, and |
(ii) | Amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture. |
(iii) | Amounts realized from the sale, exchange, or other disposition of stock acquired under a qualified stock option. |
(iv) | Other amounts that receive special tax benefits, such as premiums for group term life insurance or contributions (but only to the extent that the premiums from group term life insurance are not includable in the gross income of the Employee). |
(v) | Other items of remuneration that are similar to any of the items listed in paragraphs (i) through (iv). |
(vi) | Amounts described in Code Section 1031.01(b)(3), but only to the extent that these amounts are includible in the gross income of the Employee. |
(vii) | Amounts paid or reimbursed by the Employer for moving expenses incurred by the Employee, but only to the extent that at the time of the payment it is reasonable to believe that these amounts are not deductible by the Employee. |
(viii) | The value of a nonqualified stock option (which is an option other than a qualified stock option as defined in Code Section 1040.08(c)) granted to the Employee by the Employer, but only to the extent that the value of the option is includible in the gross income of the Employee for the taxable year in which granted. |
A. | Absence from Service. A severance or absence from service for any reason other than a quit, discharge, retirement or death, such as vacation, holiday, sickness, or layoff. Notwithstanding the foregoing, an absence due to an “Authorized Leave of Absence,” or qualified military service in accordance with Puerto Rico and federal law shall not constitute an Absence from Service. In addition, a Separation from Service shall be deemed to occur with respect to the Employees of a Related Employer effective as of the date such Related Employer ceases to qualify as a Related Employer to the Company, unless such employer continues to maintain the Plan with the consent of the Company. |
B. | Authorized Leave of Absence. An Authorized Leave of Absence shall mean: |
(i) | a leave of absence, with or without pay, granted by the Employer in writing under a uniform, nondiscriminatory policy applicable to all Employees; however, such absence shall constitute an Authorized Leave of Absence only to the extent that applicable Puerto Rico and federal laws and regulations permit service credit to be given for such leave of absence; |
(ii) | a leave of absence due to service in the uniformed services of the United States to the extent required by applicable Puerto Rico and/or federal laws; or |
(iii) | a leave of absence authorized under the Family and Medical Leave Act, but only to the extent that such Act requires that service credit be given for such period. |
C. | Break in Service. Each 12 consecutive months in the period (i) commencing on the earlier of (a) the date on which the Employee quits, is discharged, retires or dies, or (b) the first anniversary of the first day of any Absence from Service, and (ii) ending on the date the Employee is again credited with an Hour of Service for the performance of duties for the Employer. If an Employee is on maternity or paternity leave, and the absence continues beyond the first anniversary of such absence, the Employee’s Break in Service will commence no earlier than the second anniversary of such absence. The period between the first and second anniversaries of the first date of a maternity or paternity leave is not part of either a Period of Service or a Break in Service. The Plan Administrator shall consider an Employee on maternity or paternity leave if the Employee’s absence is due to the Employee’s pregnancy, the birth of the Employee’s child, the placement with the Employee of an adopted child, or the care of the Employee’s child immediately following the child’s birth or placement. Notwithstanding the foregoing, if such maternity or paternity leave constitutes an Authorized Leave of Absence, such leave shall not be considered part of a Break in Service. |
D. | Employment Commencement Date. The date upon which an Employee first performs an Hour of Service for the Employer. |
E. | Hour of Service. Hour of Service shall mean: |
(i) | Each Hour of Service for which the Employer, either directly or indirectly, pays an Employee, or for which the Employee is entitled to payment, for the performance of duties during the Plan Year. The Plan Administrator shall credit Hours of Service under this subparagraph (i) to the Employee for the Plan Year in which the Employee performs the duties, irrespective of when paid; |
(ii) | Each Hour of Service for back pay, irrespective of mitigation of damages, to which the Employer has agreed or for which the Employee has received an award. The Plan Administrator shall credit Hours of Service under this subparagraph (ii) to the Employee for the Plan Year(s) to which the award or the agreement pertains rather than for the Plan Year in which the award, agreement or payment is made; and |
(iii) | Each Hour of Service for which the Employer, either directly or indirectly, pays an Employee, or for which the Employee is entitled to payment |
F. | Period of Service. The period of Service commencing on an Employee’s Employment Commencement Date or Re-employment Commencement Date, whichever is applicable, and ending on the Employee’s Severance from Service Date. Notwithstanding anything else to the contrary, a Period of Service will include (i) any Period of Severance resulting from a quit, discharge, or retirement if within 12 months of his Severance from Service Date, the Employee is credited with an Hour of Service for the performance of duties for the Employer, (ii) any Period of Severance if the Employee quits, is discharged, or retires during an Absence from Service of less than 12 months and is then credited with an Hour of Service within 12 months of the date on which the Absence from Service began, and (iii) any other period of Service as defined in Subsection J below. |
G. | Period of Severance. The period commencing on any Severance from Service Date and ending on the date an Employee is again credited with an Hour of Service for the performance of duties for the Employer. |
H. | Re-employment Commencement Date. The date upon which an Employee first performs an Hour of Service for the Employer following a Break in Service. |
I. | Separation from Service. A separation from Service with the Employer maintaining this Plan and any Related Employers such that the Employee no longer has an employment relationship with the Employer or any Related Employers that maintain the Plan. In addition, a Separation from Service shall be deemed to occur with respect to the Employees of a Related Employer effective as of the date such Related Employer ceases to qualify as a Related Employer to the Company, unless such employer continues to maintain the Plan with the consent of the Company. |
J. | Service. Any period of time the Employee is in the employ of the Employer, whether before or after adoption of the Plan, determined in accordance with rules and procedures adopted by the Plan Administrator. For purposes of counting an Employee’s Service, the Plan shall treat an Employee’s Service with employers who are part of a group of Related Employers of which the Employer is a member as Service with the Employer for the period during which the employers are Related Employers. Service for purposes of determining eligibility to participate and vesting may also be granted for an Employee’s Period of Service prior to the date his employer became a Related Employer if such Service is granted in accordance with the Code and applicable regulations. For all Plan purposes, the Plan shall treat the following periods as Service: |
(i) | any Authorized Leave of Absence, subject to the service crediting limitations set forth in Section 1.32(B); |
(ii) | any qualified military service in accordance with Puerto Rico and federal law; and |
(iii) | any other absence during which the Participant continues to receive his regular Compensation. |
K. | Severance from Service Date. The earlier of (i) the date on which an Employee quits, is discharged, retires, or dies, or (ii) the first anniversary of the first date of any Absence from Service. |
L. | Year of Service. Each one-year Period of Service. Unless otherwise provided in this Plan, Periods of Service which are less than a year shall be aggregated on the basis that 12 months (30 days are deemed to be a month in the case of aggregation of fractional months) or 365 days equal a whole year. |
Actual Deferral Percentage | Section 3.10(i) |
Annuity Starting Date | Sections 5.02(B) and Schedule III |
Automatic Election Contribution | Section 3.04(C) |
Cash-out Distribution | Section 4.04 |
Catch-up Contribution | Section 3.04(B) |
Claimant | Section 8.09 |
Committee | Section 9.02 |
Compensation Deferral Contribution | Section 3.04 |
Employer Common Stock Fund | Section 7.05 |
Employer Contributions | Section 3.02 and 3.03 |
Forfeiture Break in Service | Section 4.02 |
Investment Funds | Section 7.05 |
Matching Contribution | Section 3.06 |
Annuity | Schedule III |
Prior After-Tax Contributions | Section 3.01(E) and 3.08 |
Qualified Joint and Survivor Annuity | Schedule III |
Qualified Non-elective Contributions | Section 3.09 |
Rollover Contributions | Section 3.01(G), 3.14 and 6.02 |
Severance from Employment | Section 5.14 |
Special Contributions | Section 3.01(H) and 3.03(A)(ii) |
Tender Offer | Section 7.05 |
Transfer Contributions | Section 3.01(I) and 3.14 |
(A) | “Catch-up Contribution”; |
(B) | “Compensation Deferral Contributions”; |
(C) | “Employer Contributions”; |
(D) | “Matching Contributions”; |
(E) | “Prior After-Tax Contributions” |
(F) | “Qualified Non-elective Contributions” (if the Employer elects to make such contributions); |
(G) | “Rollover Contributions” (if the Participant has made such a contribution); |
(H) | “Special Contributions”; and |
(I) | “Transfer Contributions” (if the Participant has made such a contribution). |
(i) | Employer Contributions. Subject to any restoration allocation required under Section 4.05, a percentage or portion of the annual discretionary Employer Contribution made pursuant to Section 3.02 shall be allocated and credited to the Account of each Participant, in the group of Participants for whom the Employer Contribution was made, who satisfies the conditions of Section 3.03(B), to be determined as follows: |
(ii) | Special Contributions. As an alternative or in addition to making Employer Contributions and allocating them in the manner described above, and subject to any restoration allocation described in Section 4.05, a Special Contribution may be made pursuant to Section 3.02 and, if made, a percentage or portion thereof shall be allocated and credited to the Account of each Participant, in the group of Participants for whom the Employer Contribution was made, who satisfies the conditions of Section 3.03(B). Special Contributions, if any, shall be allocated among the Accounts of the group of eligible Participants for whom the contribution was made in the ratio that each such Participant’s Compensation for the Compensation Determination Period bears to the total Compensation of all such Participants for the Compensation Determination Period. |
B. | Accrual of Benefit. The Plan Administrator shall determine the accrual of a Participant’s portion of any Employer Contribution or Special Contribution based on the Compensation Determination Period. In allocating an Employer Contribution or a Special Contribution to a Participant’s Account, the Plan Administrator shall take into account only Compensation paid to the Employee during the portion of the Compensation Determination Period during which the Employee was a Participant. The Plan shall suspend the accrual requirement described herein if the Plan fails to satisfy the requirements of Code Section 1081.01(a)(3) for the number of Non-Highly Compensated Employees necessary to meet such requirements, commencing with the least highly compensated such Employee. In addition, a Participant shall not be entitled to receive an allocation of an Employer Contribution or a Special Contribution for a Plan Year unless the Participant was an Employee on the last day of the Compensation Determination Period ending within that Plan Year. The requirement to be employed on the last day of the Compensation Determination Period shall not apply to any Participant who terminated employment during the Compensation Determination Period as a result of death, Total Disability or Normal Retirement. |
(i) | Contribution Limits. For any Plan Year, each Participant may have allocated to his Account an amount of his Compensation for such Plan Year, which amount shall be a whole percentage of not less than one percent but not more than $15,000, or such other limitation in effect for such Plan Year under Code Section 1081.01(d)(7)(A). Such amount shall be known as the Participant's “Compensation Deferral Contribution.” |
(ii) | Amount of Compensation Deferral Contribution. A Participant’s Compensation for a Plan Year shall be reduced by: (i) the amount of the deferral affirmatively elected by the Participant for such Plan Year; or (ii) if applicable, the amount of deferral designated as the “Automatic Election |
B. | Catch-Up Contributions. A Participant who has or will attain at least age 50 by the end of such Plan Year may have allocated to his Account an amount of his Compensation for such Plan Year, which amount shall not exceed $1,500, or such larger amount as prescribed under applicable law. Such amount shall be known as the Participant’s “Catch-Up Contributions.” Catch-Up Contributions shall not be taken into account for purposes of limitation on Compensation Deferral Contributions in effect for such Plan Year under Code Section 1081.01(d)(7)(A) or the Actual Deferral Percentage Test described in Section 3.10(B) of this Plan and applicable law. |
(i) | In General. The Employer may elect to implement an “Automatic Election Percentage” with respect to a group of employees. The term Automatic Election Percentage shall mean the amount by which an Employer shall elect to reduce a Participant’s Compensation for the sole purpose of making “Automatic Election Contributions” to the Participant’s Compensation Deferral Account on his behalf. The Automatic Election Percentage shall be determined before the beginning of the applicable Plan Year, and announced in advance of the Plan Year to Participants and at the time of hire for new Employees. If the Employer so elects, a Participant who participates in the Plan at a deferral percentage level that does not equal or exceed the Automatic Contribution Percentage (as described below), shall have his Compensation Deferral Contributions increased to the Automatic Contribution Percentage in accordance with the provisions for continuing Participants set forth in this Section. An Eligible Employee may opt out of the Automatic Election Percentage prior to its application and an affected Participant may suspend or change the amount of Automatic Election Contributions at any time, but only on a prospective basis for the remainder of the Plan Year. |
(ii) | Administrative and Notice Requirements. The Plan Administrator shall administer the Employer’s election to implement an Automatic Election Percentage in a uniform and nondiscriminatory manner with respect to newly eligible Participants (including rehired Participants) and continuing Participants whose Compensation Deferral Contribution percentage does not equal or exceed the Automatic Election Percentage selected by the Employer. |
A. | Definitions. For purposes of this Section 3.10, the following definitions shall apply: |
(i) | "Actual Deferral Percentage," for each Plan Year, means the average of the ratios (calculated separately for each Participant in the specified group) of: |
a. | the amount of Compensation Deferral Contributions actually paid over to the Trust Fund on behalf of each such Participant for such Plan Year, including Excess Compensation Deferrals, to |
b. | the Participant’s Compensation for such Plan Year for the period during which he was a Participant in the Plan. |
(ii) | “Excess Compensation Deferrals,” with respect to any Plan Year, means the excess of: |
a. | The aggregate amount of Employer contributions actually 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 by the Actual Deferral Percentage test (determined by reducing contributions made on behalf of Highly Compensated Employees in the order of their Actual Deferral Percentages, beginning with the highest of such percentages and continuing until the Actual Deferral Percentage test is satisfied). |
B. | Actual Deferral Percentage Test. In any Plan Year in which the Actual Deferral Percentage for the group of Highly Compensated Employees, taking into account Employee elections, would be more than the greater of: |
(i) | the Actual Deferral Percentage for the group of Non-Highly Compensated Employees for the current Plan Year, multiplied by 1.25, or |
(ii) | the lesser of two percent plus the Actual Deferral Percentage for the group of Non-Highly Compensated Employees for the current Plan Year or the Actual Deferral Percentage for the group of Non-Highly Compensated Employees for the current Plan Year multiplied by two. |
C. | Correction of Excess Compensation Deferrals. The amount of Excess Compensation Deferrals to be distributed to a Highly Compensated Employee (as described in Section 3.11) are determined in accordance with the leveling method. Under the leveling method, the actual deferral percentages of individual Highly Compensated |
A. | The Employer made the contribution by mistake of fact; or |
B. | The disallowance of the contribution as a deduction, and then, only to the extent of the disallowance. |
Years of Service | Percent Nonfortfeitable | |
Less than three (3) | 0% | |
At least three (3) or more | 100% |
A. | As of the Accounting Date of the Plan Year in which the Participant first incurs a Forfeiture Break in Service, or, if earlier and if applicable, |
B. | On the date the Participant receives (or is deemed to receive) a “Cash-out Distribution,” as defined in Section 4.04, of the Nonforfeitable percentage of his Employer Contribution Account and Special Contribution Account as a result of his termination of participation in the Plan in accordance with Section 4.04 below. |
A. | Restoration and Conditions upon Restoration. Subject to the conditions of this Subsection, if the Participant makes the Cash-out Distribution repayment, the Plan Administrator shall restore his Account attributable to Employer contributions to the same dollar amount as the dollar amount of such portion of his Account on the Accounting Date, or other Valuation Date, immediately preceding the date of the Cash-out Distribution (or deemed Cash-out Distribution), unadjusted for any gains or losses occurring subsequent to that Accounting Date, or other Valuation Date. Notwithstanding such repayment, the Plan Administrator shall not restore a re-employed Participant’s Account under the immediately preceding sentence if: |
(i) | The Participant’s Account was 100% Nonforfeitable at the time of the Cash-out Distribution; or |
(ii) | The Participant incurred a Forfeiture Break in Service. This condition shall apply only if repayment is not made before the earlier of five years after the first date on which the Participant is re-employed by the Employer, or the close of the first period of five consecutive Breaks in Service commencing after the Cash-out Distribution. |
B. | Time and Method of Restoration. If neither of the two conditions preventing restoration of the Participant’s Account applies, the Plan Administrator shall restore the Participant’s Account as of the Plan Year Accounting Date coincident with or immediately following the repayment. To restore the Participant’s Account, the Plan Administrator, to the extent necessary, shall allocate to the Participant’s Account: |
(i) | First, the amount, if any, of Participant forfeitures the Plan Administrator would otherwise allocate under Section 3.14; and |
(ii) | Second, the Employer contribution for the Plan Year to the extent made under a discretionary formula. |
C. | Segregated Account for Repaid Amount. Until the Plan Administrator restores the Participant’s Account, the Trustee shall, at the direction of the Company or the Plan Administrator, invest the amount the Participant has repaid in a segregated Account maintained solely for that Participant. The Trustee shall invest the amount in the Participant’s segregated Account in federally insured interest-bearing savings |
A. | “Cash-out Distribution.” A Cash-out Distribution is a lump sum distribution of the Participant's Nonforfeitable Account Balance. |
B. | Consent. The consent of the Participant, and the Participant’s Spouse, if applicable, shall be obtained in writing within the 180-day period ending on the “Annuity Starting Date.” The Annuity Starting Date is the first day of the first period for which an amount is paid as an annuity or in any other form. The Plan Administrator shall notify the Participant (and the Participant’s Spouse, if applicable) of the right to defer any distribution until the Participant’s Nonforfeitable Account Balance is no longer immediately distributable. Such notification shall include a general description of the material features, and an explanation of the relative values of, the optional forms of benefit available under the Plan in a manner that would satisfy the notice requirements of ERISA Section 205(c), (including, effective January 1, 2007 a description of the consequences of failing to defer receipt of a distribution) and shall be provided no less than 30 days and no more than 180 days prior to the Annuity Starting Date. However, if the Participant, after having received this notice, affirmatively elects a distribution, such distribution may commence less than 30 days after the notice was provided. |
C. | Time of Distribution of Account Balance. Upon Separation from Service, other than for death, before Normal Retirement Age, the Trustee shall, subject to the consent |
(i) | If the Participant’s Nonforfeitable Account Balance on the date the distribution commences is $5,000 or less, the Trustee shall pay such Nonforfeitable Account Balance to the Participant in the form of a single, lump sum Cash-out Distribution as soon as administratively practicable after the Participant’s Separation from Service. |
(ii) | If the Participant’s Nonforfeitable Account Balance on the date the distribution commences is greater than $5,000, the Trustee shall pay such Nonforfeitable Account Balance in the form of a single, lump sum distribution as soon as administratively practicable after the Participant’s Separation from Service unless the Participant (and his Spouse, if applicable) does not consent to such immediate distribution. Distributions in the form of a qualified joint and survivor annuity will continue to apply to those Participants who previously participated in the Packaging Coordinators, Inc. Money Purchase Pension Plan or the Packaging Coordinators, Inc. Profit Sharing Plan, and whose Account under such plan was merged into the Plan effective July 1, 1998, as further provided in Schedule III. Distributions in the form of installment payments will continue to apply with respect to the balance of the Transfer Account of those Participants who previously participated in the Borschow Plan and whose account under such plan was merged in the Plan, as further provided in Schedule IV. |
(iii) | For purposes of this Subsection 5.02(C), the Participant’s Nonforfeitable Account Balance shall be determined without regard to his Rollover Account Balance. |
D. | Deferral of Distribution of Account Balance. If the Participant (and, if applicable, the Participant’s Spouse) does not file a claim for benefits in accordance with the procedures established by the Plan Administrator, as the same may be amended from time to time, and consent to the distribution in accordance with Section 5.02(B), to the extent applicable, the Participant’s Account shall be held in trust until the earlier to occur of (1) the date that is as soon as administratively practicable following the date that the Participant files a claim for benefits in accordance with the procedures established by the Plan Administrator, as the same may be amended from time to time, or (2) the earlier of the date the Participant is required to commence distributions under applicable law or by the April 1st of the calendar year after the year the Participant attains age 7.5. At that time, the Participant’s Nonforfeitable Account Balance shall be paid in accordance with the provisions of this Article V; provided, however, if the Participant dies after his Separation from Service but prior to commencing receipt of this Plan Account, then, upon notice of the death and application for benefits to the Plan Administrator filed by the Participant’s Beneficiary, the Nonforfeitable value of the Participant’s Account shall be paid to his Beneficiary in accordance with the provisions of Sections 5.04 and 5.05 of the Plan. |
A. | Annuity Starting Dates Occurring Before January 25. 2005. Subject to Schedule III , if applicable, a Participant may elect to receive payment of his Nonforfeitable Account Balance under one of the following methods: |
1. | By payment in a single lump sum in cash based upon the value of the Account on the Valuation Date coinciding with or immediately preceding the date the distribution is requested. |
2. | By payment in cash in substantially equal monthly or quarterly installments over a fixed reasonable period of time, not exceeding (i) the life expectancy of the Participant, or (ii) the joint life and last survivor expectancy of the Participant and an individual the Participant designates as his Beneficiary. |
B. | Annuity Starting Dates Occurring on or after January 25. 2005. Subject to Schedules III and IV, if applicable, a Participant whose Annuity Starting Date occurs on or after January 25, 2005 shall receive payment of his Nonforfeitable Account Balance solely in accordance with Section 5.03(A)(l) above. If the Participant’s interest is not distributed in the form of an annuity purchased from an insurance company (if applicable) or in a single sum on or before the earlier of the date the Participant is required to commence distributions under applicable law or by the April 1st of the calendar year after the year the Participant attains age 70.5, distributions will be made in installments sufficient to satisfy any applicable minimum distribution requirements and in accordance with the provisions of Sections 5.01, 5.02 and 5.04, as necessary. |
A. | Distribution Beginning: Before Death. If the Participant's death occurs after the Trustee has commenced payment of the Participant's Nonforfeitable Account Balance, the Company or the Plan Administrator shall direct the Trustee to complete payment over a period that does not exceed the payment period that had commenced. |
B. | Distribution Beginning After Death. Except as provided in Schedules III and IV, if the Participant’s death occurs prior to his Annuity Starting Date, the distribution of the Participant’s entire Nonforfeitable Account Balance shall be made to the Participant’s Beneficiary in a single lump sum payment or in installments over no more than five years, as elected by the Beneficiary; provided however, that with respect to Annuity Starting Dates occurring on or after January 25, 2005, such distribution shall be made to the Participant’s Beneficiary in a single lump sum payment. |
A. | To apply such amount directly for the comfort, support and maintenance of such person; |
B. | To reimburse any person for any such support theretofore supplied to the person entitled to receive any such payment; |
C. | To pay such amount to any person selected by the Plan Administrator to disburse it for such comfort, support and maintenance, including without limitation, any relative who |
A. | Termination of the Plan without the establishment of another defined contribution plan. |
B. | The hardship of the Participant, as described in Section 6.01 herein. |
C. | The attainment by the Participant of age 59½, as described in Section 6.04 herein. |
D. | The disposition by a corporation to an unrelated corporation of substantially all of the assets used by such corporation in its trade or business with respect to Employees who continue employment with the corporation acquiring such assets. |
E. | The disposition by a corporation to an unrelated entity of such corporation’s interest in a subsidiary with respect to Employees who continue employment with such subsidiary. |
A. | Only distributions made on account of the following circumstances shall be considered to be made on account of immediate and heavy financial need: |
(i) | Expenses previously incurred by or necessary to obtain for the Participant, the Participant's Spouse, or his dependents medical care deductible under Code Section 1033.15(a)(4), determined without regard to whether the expenses exceed any applicable income limit; |
(ii) | Costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant; |
(iii) | Expenditures necessary to prevent eviction from the Participant’s principal residence or foreclosure of a mortgage on the same; |
(iv) | Payment of tuition and related educational fees for the next 12 months of post-secondary education for the Participant, his Spouse, his children or other dependents; |
(v) | Expenses necessary to repair, rebuild or replace property damaged or destroyed by or as a result of a natural disaster, as declared by the Commonwealth of Puerto Rico or the United States and to the extent permitted by such declaration; or |
(vi) | Any other reason deemed to be an immediate and heavy financial need by the Secretary of the Treasury. |
B. | A distribution will be considered to be necessary to satisfy an immediate and heavy financial need of the Participant only if: |
(i) | The Participant has obtained all distributions other than hardship distributions, and all nontaxable loans, currently available under all plans maintained by the Employer; |
(ii) | All plans maintained by the Employer provide that the Participant’s Compensation Deferrals or other Participant contributions will be suspended for twelve (12) months after the receipt of the hardship distribution (which this Plan hereby so provides); |
(iii) | The distribution is not in excess of the amount necessary to satisfy the immediate and heavy financial need, including any amounts necessary to pay any federal, |
(iv) | All plans maintained by the Employer provide that the Participant may not make Compensation Deferrals for the Participant’s taxable year immediately following the taxable year of the hardship distribution in excess of the applicable limit under Code Section 1081.01(d)(7)(A) for such taxable year less the amount of such Participant’s Compensation Deferrals for the taxable year of the hardship distribution (which this Plan hereby so provides). |
C. | A Participant making an application under this Section 6.01 shall do so in accordance with rules and procedures established by the Plan Administrator. |
A. | General Rules. The Plan Administrator shall establish the procedures a Participant must follow to request a loan from his Nonforfeitable Account Balance under the Plan. Loans shall be made available to all Participants on a reasonably equivalent basis; provided, however, that loans will not be made available to Former Participants in any event. |
(i) | $50,000, reduced by the excess (if any) of the highest outstanding balance of such loans during the one-year period ending on the day before the date any such loan is made over the outstanding balance of such loans on the date any such loan is made; or |
(ii) | One-half of the value of the vested portion of the Participant’s Account. For purposes of this Section, the value of a Participant’s Account shall be determined as of the Valuation Date coinciding with or next preceding the date on which a properly completed loan request is received by the Plan Administrator (or its delegate) or the Trustee, as applicable. |
B. | Term of Loan. The term of any loan shall be determined by mutual agreement between the Plan Administrator or Trustee and the Participant but shall, at a minimum, be 12 months in duration. Every Participant who is granted a loan shall receive a statement of the charges and interest rates involved in each loan transaction and periodic statements reflecting the current loan balance and all transactions with respect to that loan to date. Except for loans used to acquire any dwelling unit which within a reasonable time (determined at the time the loan is made) is to be used as the principal residence of the Participant, the term of any loan shall not exceed five years. The term of any loan which within a reasonable time (determined at the time the loan is made) is to be used as the principal residence of the Participant shall not exceed 15 years. All loans shall be amortized in level payments made not less frequently than quarterly over the term of the loan, or in accordance with other rules and procedures established by the Employer or the Plan Administrator. |
C. | Security. Each loan made hereunder shall be evidenced by a credit agreement with, or a note payable to the order of, the Trustee and shall be secured by adequate collateral. Notwithstanding the foregoing sentence, no more than one-half of the vested portion of the Participant’s Nonforfeitable Account Balance (determined as of the Valuation Date coinciding with or next preceding the date on which the loan is made) shall be used to secure any loan. |
D. | Interest. Each Participant loan shall be considered an investment of the Trust, and interest shall be charged thereon at a reasonable rate established by, or in accordance with rules |
E. | Repayment Terms. The terms and conditions of each loan shall be determined by mutual agreement between the Plan Administrator or Trustee and the Participant. The Plan Administrator shall adopt such procedures and take all necessary actions to ensure that each loan is repaid on schedule by its maturity date, including requiring repayment of the loan by payroll deduction whenever possible. Provided that the terms of the loan shall provide for periodic repayment with payment to be no less frequent than quarterly. However, notwithstanding the foregoing provisions of this Section 6.05(E), if a Participant is terminated from employment under the terms of a designated reduction in force, the Participant may continue to make loan payments on any loan balance outstanding at the time of such termination according to the rules and procedures adopted by the Plan Administrator. |
F. | Spousal Consent. Any Participant whose Account is subject to the annuity provisions set forth in Schedule III must obtain the consent of his Spouse, if any, within the 90-day period before the time the Participant’s vested Account is used as collateral security for the loan, unless not otherwise required by law. Such consent must be in writing, must acknowledge the effect of the loan, and must be witnessed by a Plan representative or notary public. A new consent is required if the Account balance is used for any increase in the amount of security. |
G. | Restrictions on Loans. No Participant shall have more than two loans under this Section 6.05 outstanding at the same time. However, if a Participant who previously participated in a plan the assets of which were previously merged into the Plan, as described on page 1 above, which permitted multiple loans has more than two loans outstanding as of the day preceding such merger, respectively, or if a Participant in a plan which subsequently merges into this Plan has more than two loans outstanding under such merging plan at the date of merger, such Participant may, in accordance with the terms of such loans, continue to have more than two such loans without violating this provision. |
H. | Nondiscrimination. Loans will not be made available to Highly Compensated Employees in an amount greater than the amount made available to other Employees. |
I. | Default. Failure to make a payment within 90 days of the date payment is due will generally constitute a default, unless loan procedures adopted pursuant to this Section 6.05 and applicable law do not so require. Notwithstanding any other provisions of the Plan to the contrary, if a loan fails to meet the requirements of Code Section 1081.01(b)(3)(E), as set forth in Section 6.05(B) and (E) of the Plan, then such loan shall be deemed a taxable distribution subject to taxation as described under Code Section 1081.01(b)(3)(E). |
J. | Procedure. The Plan Administrator will establish rules and procedures to administer Participant loans. |
A. | The specific reason for the denial; |
B. | Specific references to pertinent Plan provisions on which the denial is based; |
C. | A description of any additional material and information needed for the Claimant to perfect his claim and an explanation of why the material or information is needed; |
D. | That any appeal the Claimant wishes to make of the adverse determination must be in writing to the Plan Administrator within 90 days after receipt of the notice of denial of benefits. The notice must further advise the Claimant that his failure to appeal the action to the Plan Administrator in writing within the 90-day period will render the determination final, binding and conclusive; and |
E. | An explanation that, if an adverse determination is made on review, the Claimant has a right to bring civil action under Section 502(a) of ERISA. |
A. | The Plan Administrator shall advise a Claimant of the Plan’s adverse benefit determination within a reasonable period of time, but not later than 45 days after receipt of the claim by the Plan. If the Plan Administrator determines that due to matters beyond control of the Plan, such decision cannot be reached within 45 days, an additional 30 days may be provided and the Plan Administrator shall notify the Claimant of the extension prior to the end of the original 45-day period. The 30-day extension may be extended for a second 30-day period, if before the end of the original extension, the Plan Administrator determines that due to circumstances beyond the control of the Plan, a decision cannot be rendered within the extension period. |
B. | Claimants shall be provided at least 180 days following receipt of benefit denial in which to appeal such adverse determination. |
C. | The Plan Administrator shall review the Claimant’s appeal and notify the Claimant of its determination within a reasonable period of time, but not later than 45 days after receipt of the Claimant's request for review. Should the Plan Administrator determine that special circumstances (such as the need to hold a hearing) require an extension of time for processing the appeal, the Plan Administrator shall notify the Claimant of the extension before the end of the initial 45 day period. Such an extension, if required, shall not exceed 45 days. |
A. | To determine the rights of eligibility of an Employee to participate in the Plan, the value of a Participant’s Account, and the Nonforfeitable percentage of each Participant’s Account; |
B. | To adopt rules and procedures necessary for the proper and efficient administration of the Plan, provided the rules and procedures are not inconsistent with the terms of this Plan and the Trust; |
C. | To construe, interpret and enforce the terms of the Plan and the rules and regulations it adopts, including the discretionary authority to interpret the Plan documents, documents related to the Plan’s operation, and findings of fact; |
D. | To direct the Trustee with respect to the crediting and distribution of the Trust; |
E. | To review and render decisions respecting a claim for (or denial of a claim for) a benefit under the Plan; |
F. | To furnish the Employer with information that the Employer may require for tax or other purposes; |
G. | To engage such legal (including legal counsel of the Employer), accounting, recordkeeping, clerical, investment and/or administrative services that it may deem proper; |
H. | To engage the service of agents (to perform fiduciary and/or nonfiduciary functions) whom it may deem advisable to assist it with the performance of its duties; and |
I. | To engage the services of an investment manager or investment managers (as defined in ERISA Section 3(38)), each of whom shall have full power and authority to manage, acquire or dispose (or direct the Trustee with respect to acquisition or disposition) of any Plan asset under its control. |
J. | To allocate fiduciary responsibilities (other than the trustee responsibilities as defined in Section 405(c)(3) of ERISA); |
K. | To delegate responsibility to others, including but not limited to the Financial Benefit Plans Committee or such other committee established by the Company or the Benefits Group of the Company; |
L. | To keep such records, books of accounts, data and other documents as may be necessary for the proper administration of the Plan; |
M. | To prepare and distribute to Participants and Beneficiaries information concerning the Plan and their rights under the Plan, including, but not limited to, information that is required to be distributed by ERISA, the Code, regulations under each, or by any other applicable law; |
N. | To file such reports and additional documents as may be required to be filed (or deemed appropriate to be filed) under the Code, ERISA and regulations issued under each; and |
O. | To do all things necessary to operate and administer the Plan in accordance with its provisions and in compliance with applicable provisions of law. |
A. | To amend this agreement in any manner it deems necessary or advisable in order to qualify (or maintain qualification of) this Plan and the Trust created under it under the appropriate provisions of the Code; and |
B. | To amend this agreement in any other manner. |
A. | If the present value of the Participant’s Nonforfeitable Account does not exceed $5,000, the Plan Administrator will direct the Trustee to distribute the Participant’s |
B. | If the present value of the Participant’s Nonforfeitable Account exceeds $5,000, the Participant or the Beneficiary, in addition to the distribution events permitted under Articles IV and V, may elect to have the Trustee commence distribution of his Nonforfeitable Account as soon as administratively practicable after the Plan terminates. |
CARDINAL HEALTH, INC. | ||
By: | /s/ Carole Watkins | |
Its: | Chief Human Resources Officer | |
Date: | December 4, 2015 |
Company Name | Effective Date of Participation |
Cardinal Health P.R. 218, Inc. (f/k/a Allegiance PRO, Inc.) | January 1, 2000 |
Cardinal Health 416, Inc. (f/k/a The Tri-Line Co., Inc.; f/k/a PCI Services II, Inc.) | July 1, 1998 |
Cardinal Health P.R. 410, Inc. | July 1, 2001 |
Cardinal Health 417, Inc. (f/k/a PCI Services III, Inc.; f/k/a PCI Services IV, Inc.) | July 1, 2001 |
Cardinal Health 302, LLC | January 1, 2005 |
Cardinal Health 409 B.V. (f/k/a Cardinal Health Manufacturing Services B.V.) | December 18, 2000 |
Cardinal Health 227, Inc. | January 1, 2006 |
Borschow Hospital and Medical Supplies, Inc. | June 19, 2011 |
(i) | The Participant’s Spouse (to whom the survivor annuity is payable under the Qualified Joint and Survivor Annuity) has consented in writing to the waiver |
(ii) | If the Spouse is not the Participant’s sole primary Beneficiary, the Spouse consents to the Participant’s Beneficiary designation or to any change in the Participant’s Beneficiary designation, or the Spouse expressly permits designations by the Participant without any further spousal consent. |
1. | By payment in a single lump sum in cash, based upon the value of the Account on the Valuation Date coinciding with or immediately preceding the date the distribution is requested. |
2. | By payment in cash in substantially equal monthly, quarterly, semiannual or annual installments over a fixed reasonable period of time, not to exceed the lifetime of the Participant or the lifetimes of the Participant and his Beneficiary. |
Re: | Registration Statement on Form S-8 |
Very truly yours, |
/s/ JAMES E. BARNETT |
James E. Barnett |
Vice President and Associate General Counsel |
/s/ Ernst & Young LLP |
Columbus, Ohio |
August 10, 2017 |