Employee Savings and Profit Sharing Plan (2003)Full Document 

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LONGS DRUG STORES CALIFORNIA, INC.

EMPLOYEE SAVINGS AND PROFIT SHARING PLAN

 

 

 

 



 

Longs Drug Stores California, Inc.
Employee Savings and Profi Sharing Plan

TABLE OF CONTENTS

 

 

 

Page

ARTICLE I

DEFINITIONS

1

 

1.1

“Account”

1

 

1.2

“Actual Deferral Percentage”

1

 

1.3

“Adjustment Factor”

1

 

1.4

“Administrator” or “Plan Administrator”

1

 

1.5

“Allocation Date”

1

 

1.6

“Beneficiary”

1

 

1.7

“Board of Directors”

1

 

1.8

“Catch-up Contributions”

1

 

1.9

“Catch-up Eligible Participant”

1

 

1.10

“Catch-up Limit”

1

 

1.11

“Code”

1

 

1.12

“Company”

1

 

1.13

“Compensation”

2

 

1.14

“Contribution Percentage”

2

 

1.15

“Contribution Percentage Test”

2

 

1.16

“Deferral Election”

2

 

1.17

“Deferred Salary Contribution”

2

 

1.18

“Deferred Income Account”

2

 

1.19

“Direct Rollover”

2

 

1.20

“Disability”

2

 

1.21

“Distributee”

3

 

1.22

“Diversified Investment Fund”

3

 

1.23

“Effective Date”

3

 

1.24

“Eligible Employee”

3

 

1.25

“Eligible Retirement Plan”

3

 

1.26

“Eligible Rollover Distribution”

3

 

1.27

“Employee”

4

 

 

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1.28

“Employer”

4

 

1.29

“Employer Contributions”

4

 

1.30

“Employment Commencement Date”

5

 

1.31

“Employer Stock Account”

5

 

1.32

“Entry Date”

5

 

1.33

“ERISA”

5

 

1.34

“Fiscal Year”

5

 

1.35

“Funds”

5

 

1.36

“Hardship”

5

 

1.37

“Highly Compensated Employee”

5

 

1.38

“Holding Company”

6

 

1.39

“Hour of Service”

6

 

1.40

“Leased Employee”

8

 

1.41

“Leave of Absence”

8

 

1.42

“Loan Fund”

8

 

1.43

“Longs Drug Stores”

9

 

1.44

“Longs Drug Stores Stock”

9

 

1.45

“Longs Drug Stores Stock Account”

9

 

1.46

“Longs Drug Stores Stock Fund”

9

 

1.47

“Matching Contribution”

9

 

1.48

“Matching Contribution Account”

9

 

1.49

“Normal Retirement Age”

9

 

1.50

“One-Year Break in Service”

9

 

1.51

“Participant”

9

 

1.52

“Plan Administrator”

9

 

1.53

“Plan”

9

 

1.54

“Plan Rules”

9

 

1.55

“Plan Year”

9

 

1.56

“Profit Sharing Account”

10

 

1.57

“Profit Sharing Contribution”

10

 

 

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1.58

“Qualified Military Service”

10

 

1.59

“Qualified Nonelective Contribution”

10

 

1.60

“Reemployed Veteran”

10

 

1.61

“Retirement”

10

 

1.62

“Rollover Contribution”

10

 

1.63

“Rollover Contribution Account”

10

 

1.64

“Shares”

10

 

1.65

“Spousal Consent”

10

 

1.66

“Spouse” or “Surviving Spouse”

11

 

1.67

“Trust Agreement”

11

 

1.68

“Trust Fund”

11

 

1.69

“Trustee”

11

 

1.70

“Unallocated Stock Account”

11

 

1.71

“Unallocated Shares”

11

 

1.72

“Unit”

11

 

1.73

“Valuation Date”

11

 

1.74

“Year of Service”

11

ARTICLE II

PARTICIPATION

12

 

2.1

Plan Entry

12

 

2.2

Participation Requirements

12

 

2.3

Period of Participation; Rehired Participant

13

 

2.4

Suspended Participation

13

 

2.5

Absence in Military Service

13

ARTICLE III

EMPLOYEE CONTRIBUTIONS

14

 

3.1

Deferred Salary Contributions

14

 

3.2

Catch Up Contributions

14

 

3.3

Suspension of, or Change In, Deferred Salary Contribution

16

 

3.4

Special Deferral Limits

16

 

3.5

Rollover Contributions

18

ARTICLE IV

MATCHING CONTRIBUTIONS

18

 

 

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4.1

Matching Contributions

18

 

4.2

Correction of Excess Matching Contributions or Excess Aggregate Contributions.

19

 

4.3

Contribution Percentage Test.

20

ARTICLE V

PROFIT SHARING CONTRIBUTIONS

21

 

5.1

Profit Sharing Contributions

21

 

5.2

Allocation of Profit Sharing Contributions and Forfeitures

22

 

5.3

Allocation Limitation

22

ARTICLE VI

PLAN CONTRIBUTION RULES

22

 

6.1

Time for Payment

22

 

6.2

Contributions in Cash or Property

23

 

6.3

Reversion of Employer Contributions

23

 

6.4

Contribution Limitations

23

 

6.5

Amount of Contributions

24

ARTICLE VII

ACCOUNTS AND INVESTMENTS

24

 

7.1

Participant Accounts

24

 

7.2

Valuation of Accounts

25

 

7.3

Trust Fund

26

 

7.4

Investment of Profit Sharing Contributions and Forfeitures

27

 

7.5

Dividends on Longs Drug Stores Stock.

27

 

7.6

Investment Choices of Participants Age 52 or Over with Respect to Longs Drug Stores Stock Accounts

28

ARTICLE VIII

VESTING

28

 

8.1

Vesting

28

 

8.2

Special Vesting Considerations

29

 

8.3

Forfeitures

29

ARTICLE IX

BENEFICIARY DESIGNATIONS

31

 

9.1

Designation of Beneficiary

31

ARTICLE X

DISTRIBUTION OF BENEFITS

31

 

10.1

Distribution of Accounts on Retirement, Termination or Disability

31

 

10.2

Distributions On Termination - Small Accounts

32

 

 

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10.3

Distribution on Termination - Large Accounts

32

 

10.4

Form of Payment

33

 

10.5

Allocations Subsequent to Distribution.

33

 

10.6

Distributions of Stock

33

 

10.7

Distribution Limitations

33

ARTICLE XI

DEATH OF A PARTICIPANT

34

 

11.1

Death Benefit

34

 

11.2

Payment of Death Benefit

34

ARTICLE XII

WITHDRAWALS WHILE EMPLOYED

34

 

12.1

Hardship Withdrawals

34

 

12.2

Criteria for Hardship Withdrawals

35

 

12.3

In-Service Distributions

36

 

12.4

Plan Administrator Approval

36

ARTICLE XIII

LOANS TO PARTICIPANTS

36

 

13.1

General Loan Requirements

36

 

13.2

Loan Application

37

 

13.3

Collateralization

37

 

13.4

Interest Rate

37

 

13.5

Repayment

37

 

13.6

Forwarding of Loan Payments to Trustee

38

 

13.7

Separation from Employment

38

 

13.8

Additional Rules

38

ARTICLE XIV

ADMINISTRATION OF THE PLAN

38

 

14.1

Plan Sponsor and Plan Administrator

38

 

14.2

Powers of the Plan Administrator

38

 

14.3

Selection of Professional Counselors Other Than Investment Manager

39

 

14.4

Claim Procedure

40

 

14.5

Source of Payment of Expenses

41

 

14.6

Compensation of the Plan Administrator

41

 

14.7

Fiduciary Liability Insurance and Indemnification of Fiduciaries

41

 

 

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ARTICLE XV

AMENDMENT OR TERMINATION

42

 

15.1

Board of Directors Right to Amend

42

 

15.2

Termination of Plan; Discontinuance of Contributions

42

 

15.3

Allocation of Assets on Plan Termination

43

ARTICLE XVI

GENERAL PROVISIONS

43

 

16.1

No Employment Rights Conveyed by Participation in Plan

43

 

16.2

Benefits Not Assignable

43

 

16.3

Incompetence of Beneficiary

44

 

16.4

Limitation of Employer Responsibility for Benefits

44

 

16.5

Who May Serve in Fiduciary Capacity

45

 

16.6

Intent to Comply with Section 401(a) of the Code

45

 

16.7

Governing Law

45

 

16.8

Forms

45

 

16.9

Communications

45

 

16.10

Agent for Service of Process

46

 

16.11

Construction of Plan

46

 

16.12

Plan Charges and Losses; Errors and Omissions

46

 

16.13

Escheat.

46

ARTICLE XVII

TOP HEAVY PROVISIONS

47

 

17.1

Top-Heavy Plan Defined

47

 

17.2

Other Definitions

47

 

17.3

Top-Heavy Contributions

48

 

17.4

Top-Heavy Vesting.

49

ARTICLE XVIII

DIRECT ROLLOVER OF BENEFITS

50

 

18.1

Right to Direct Rollover

50

 

18.2

Limitations on Direct Rollover

50

 

18.3

Election of Direct Rollover

50

 

18.4

Payment of Direct Rollover

50

ARTICLE XIX

RIGHTS OF REEMPLOYED VETERANS

51

 

19.1

In General

51

 

 

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19.2

Crediting of Period of Qualified Military Service

51

 

19.3

“Make-up” Contributions

51

 

19.4

Restoration of Profit Sharing Contributions.

52

 

 

 

 

 

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LONGS DRUG STORES CALIFORNIA, INC.

EMPLOYEE SAVINGS AND PROFIT SHARING PLAN

 

PREAMBLE

The “Longs Drug Stores California, Inc. Employee Savings and Profit Sharing Plan” (hereinafter referred to as the “Plan”), shall become effective, except as otherwise indicated in the Plan, as of January 1, 2002 (hereinafter referred to as the “Effective Date”), and constitutes a merger, amendment, restatement and continuation of the Longs Drug Stores California, Inc. Employee Profit Sharing Plan, in effect as of December 31, 2001 and the Longs Drug Stores California, Inc. Variable Investment Plan, in effect as of December 31, 2001 (hereinafter referred to as the “Prior Plans”).  The Plan is intended to be a profit sharing plan, and the portion of the Plan allocated to the Longs Drug Stores Stock Account and the Employer Stock Account are intended to be invested primarily in the common stock of Longs Drug Stores and to qualify as an employee stock ownership plan.

Except as otherwise  specifically provided in the Plan, the rights of Participants who  terminated their employment prior to January 1, 2002 shall be determined solely in accordance with the applicable provisions of the Prior Plans.

 



 

ARTICLE I
DEFINITIONS

The following terms when used in the Plan shall have the following designated meaning and masculine, feminine and neuter gender shall be deemed to include the other unless a different meaning is plainly required by the context:

1.1                                 Account” means a Participant’s Deferred Income Account, Matching Contribution Account, Rollover Contribution Account, Profit Sharing Account, Employer Stock Account, and/or Longs Drug Stores Stock Account, as the context may require.  Participants’ Accounts are credited with contributions for the Participant and charged with distributions, credited or debited with investment gains or losses, and commingled for investment purposes, as provided elsewhere in the Plan.

1.2                                 Actual Deferral Percentage” means Actual Deferral Percentage as defined in Section 3.4.

1.3                                 Adjustment Factor means the cost of living factor prescribed by the Secretary of Treasury under Code Section 415(d) as applied to such items and in such manner as the Secretary shall prescribe.

1.4                                 Administrator” or “Plan Administrator” means Longs Drug Stores California, Inc.

1.5                                 Allocation Date” means the last  day of each Plan Year.

1.6                                 Beneficiary means the person or persons designated by a Participant, in accordance with Article IX, who is entitled to receive any death benefit which may become payable under the Plan.

1.7                                 Board of Directors” means the Board of Directors of Longs Drug Stores California, Inc.

1.8                                 Catch-up Contributions” means Catch-up Contributions as defined in Section 3.2.

1.9                                 Catch-up Eligible Participant” means Catch-up Eligible Participant as defined in Section 3.2.

1.10                           Catch-up Limit” means Catch-up Limit as defined in Section 3.2.

1.11                           Code” means the Internal Revenue Code of  1986 as amended from time to time.  Reference to a specific section of the Code shall include such section, any valid regulation promulgated thereunder, and any pertinent provision of any future legislation amending, supplementing or superseding such section.

1.12                           Company” means Longs Drug Stores California, Inc., and any successor thereto.

1



 

1.13                           Compensation” means the total cash compensation paid to the Participant in the period in question for services rendered to the Employer as an Employee while an active Participant, including bonuses, promotional money, overtime pay, incentive pay, vacation pay, and commissions, where applicable and excluding stock awards.  Compensation shall include (i) the earnings deferred by an Employee pursuant to the salary reduction arrangement under this or any other cash or deferred plan which is maintained by the Employer and which is qualified under Code Section 401(k) and (ii) any deferrals under a cafeteria plan qualified under Code Section 125 or a transportation benefit arrangement under Code Section 132(f)(4).  The annual compensation of each Participant taken into account in determining allocations for any plan year shall not exceed $200,000 (multiplied by the Adjustment Factor).  The cost-of-living adjustment in effect for a calendar year applies to annual compensation for the determination period that begins with or within such calendar year.

1.14                           Contribution Percentage” means the Contribution Percentage as defined in Section 4.3.

1.15                           Contribution Percentage Test” means the Contribution Percentage Test as defined in Section 4.3.

1.16                           Deferral Election” means the portion of the enrollment process in which a Participant authorizes and elects the percentage of his Compensation to be withheld and contributed on his behalf to his Deferred Income Account.

1.17                           Deferred Salary Contribution” means the amount contributed on behalf of a Participant pursuant to Section 3.1.

1.18                           Deferred Income Account” shall mean the Account of a Participant to which his Deferred Salary Contributions made pursuant to Article 3, and the gains and losses thereon, are credited or debited respectively.

1.19                           Direct Rollover shall mean a payment by the Plan of all or any portion of an Eligible Rollover Distribution to an Eligible Retirement Plan designated by a Distributee.

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