Personal Investment Plan (2007)Full Document 

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MATTEL, INC.

PERSONAL INVESTMENT PLAN

Amended and restated effective as of January 1, 2006


TABLE OF CONTENTS

 

             Page

ARTICLE I GENERAL

   1
 

1.1

 

Plan Name.

   1
 

1.2

 

Plan Purpose.

   1
 

1.3

 

Effective Date.

   1
 

1.4

 

Plan Mergers.

   1

ARTICLE II DEFINITIONS

   3
 

2.1

 

Accounts.

   3
 

2.2

 

Affiliated Company.

   5
 

2.3

 

After-Tax Contributions.

   5
 

2.4

 

Before-Tax Contributions.

   6
 

2.5

 

Beneficiary.

   6
 

2.6

 

Board of Directors.

   6
 

2.7

 

Code.

   6
 

2.8

 

Committee.

   6
 

2.9

 

Company.

   6
 

2.10

 

Company Contributions.

   6
 

2.11

 

Company Matching Contributions.

   6
 

2.12

 

Company Stock.

   7
 

2.13

 

Compensation.

   7
 

2.14

 

Deferral Limitation.

   8
 

2.15

 

Distributable Benefit.

   8
 

2.16

 

Early Retirement Date.

   9
 

2.17

 

Effective Date.

   9
 

2.18

 

Eligible Employee.

   9
 

2.19

 

Employee.

   10
 

2.20

 

Employment Commencement Date.

   10
 

2.21

 

ERISA.

   11
 

2.22

 

Fort Wayne Plan.

   11
 

2.23

 

F-P Savings Plan.

   11
 

2.24

 

Governance Committee.

   11
 

2.25

 

Highly Compensated Employee.

   11
 

2.26

 

Hour of Service.

   13
 

2.27

 

Investment Manager.

   14
 

2.28

 

Leased Employee.

   14
 

2.29

 

Murray Hourly Employee.

   15
 

2.30

 

Normal Retirement.

   15
 

2.31

 

Normal Retirement Date.

   15
 

2.32

 

Participant.

   15
 

2.33

 

Participation Commencement Date.

   15
 

2.34

 

Participating Company.

   15
 

2.35

 

Period of Severance.

   16

 

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2.36

 

Plan.

   16
 

2.37

 

Plan Administrator.

   16
 

2.38

 

Plan Year.

   16
 

2.39

 

Pleasant Plan.

   16
 

2.40

 

PrintPaks Plan.

   16
 

2.41

 

Severance Date.

   16
 

2.42

 

Total and Permanent Disability.

   17
 

2.43

 

Trust or Trust Fund.

   17
 

2.44

 

Trustee.

   17
 

2.45

 

Tyco Plan.

   17
 

2.46

 

Tyco Retirement Plan.

   17
 

2.47

 

Valuation Date.

   18
 

2.48

 

Year of Service.

   18

ARTICLE III ELIGIBILITY AND PARTICIPATION

   19
 

3.1

 

Eligibility to Participate.

   19
 

3.2

 

Commencement of Participation.

   20
 

3.3

 

Historical Participation Dates.

   20
 

3.4

 

Former Participants in F-P Savings Plan.

   20
 

3.5

 

Former Participants in Tyco Plan.

   20
 

3.6

 

Former Participants in PrintPaks Plan.

   21
 

3.7

 

Former Participants in Pleasant Plan.

   21
 

3.8

 

Former Tyco Retirement Plan.

   21

ARTICLE IV TRUST FUND

   21
 

4.1

 

Trust Fund.

   21

ARTICLE V EMPLOYEE CONTRIBUTIONS

   22
 

5.1

 

Employee Contributions.

   22
 

5.2

 

Amount Subject to Election.

   22
 

5.3

 

Termination of, Change in Rate of, or Resumption of Deferrals.

   23
 

5.4

 

Limitation on Before-Tax Contributions by Highly Compensated Employees.

   24
 

5.5

 

Provisions for Disposition of Excess Before-Tax Contributions by Highly Compensated Employees.

   27
 

5.6

 

Provisions for Return of Annual Before-Tax Contributions in Excess of the Deferral Limitation.

   29
 

5.7

 

Character of Amounts Contributed as Before-Tax Contributions.

   31
 

5.8

 

Rollover Contributions.

   31
 

5.9

 

Transfer From Fisher-Price or Tyco.

   32

ARTICLE VI COMPANY CONTRIBUTIONS

   33
 

6.1

 

General.

   33
 

6.2

 

Requirement for Net Profits.

   34
 

6.3

 

Special Limitations on After-Tax Contributions and Company Matching Contributions.

   34

 

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6.4

 

Provision for Return of Excess After-Tax Contributions and Company Matching Contributions on Behalf of Highly Compensated Employees.

   37
 

6.5

 

Forfeiture of Company Matching Contributions Attributable to Excess Deferrals or Contributions.

   39
 

6.6

 

Investment and Application of Plan Contributions.

   39
 

6.7

 

Irrevocability.

   41
 

6.8

 

Company, Committee and Trustee Not Responsible for Adequacy of Trust Fund.

   41

ARTICLE VII PARTICIPANT ACCOUNTS AND ALLOCATIONS

   42
 

7.1

 

General.

   42
 

7.2

 

Participants’ Accounts.

   42
 

7.3

 

Revaluation of Participants’ Accounts.

   42
 

7.4

 

Treatment of Accounts Following Termination of Employment.

   42
 

7.5

 

Accounting Procedures.

   43

ARTICLE VIII VESTING; PAYMENT OF PLAN BENEFITS

   43
 

8.1

 

Vesting.

   43
 

8.2

 

Distribution Upon Retirement.

   45
 

8.3

 

Distribution Upon Death Prior to Termination of Employment.

   46
 

8.4

 

Death After Termination of Employment.

   47
 

8.5

 

Termination of Employment.

   47
 

8.6

 

Withdrawals.

   49
 

8.7

 

Form of Distribution.

   53
 

8.8

 

Election for Direct Rollover of Distributable Benefit to Eligible Retirement Plan.

   54
 

8.9

 

Designation of Beneficiary.

   56
 

8.10

 

Facility of Payment.

   57
 

8.11

 

Requirement of Spousal Consent.

   57
 

8.12

 

Additional Documents.

   57
 

8.13

 

Company Stock Distribution.

   58
 

8.14

 

Valuation of Accounts.

   58
 

8.15

 

Forfeitures; Repayment.

   60
 

8.16

 

Loans.

   60
 

8.17

 

Special Rule for Disabled Employees.

   63
 

8.18

 

Election for Fully Vested Employees Transferred to Fisher-Price, Inc.

   64
 

8.19

 

Provision for Small Benefits.

   65
 

8.20

 

Special Provisions Applicable to Tyco Plan Accounts.

   65
 

8.21

 

Special Provisions Applicable to PrintPaks Plan Accounts.

   66
 

8.22

 

Special Provisions Applicable to Fort Wayne Plan Accounts.

   67
 

8.23

 

Special Provisions Applicable to Pleasant Plan Nonelective Account.

   67

ARTICLE IX OPERATION AND ADMINISTRATION OF THE PLAN

   67
 

9.1

 

Plan Administration.

   67
 

9.2

 

Committee Powers.

   68
 

9.3

 

Investment Manager.

   71
 

9.4

 

Periodic Review.

   71
 

9.5

 

Committee Procedure.

   71

 

iii


 

9.6

 

Compensation of Committee.

   72
 

9.7

 

Resignation and Removal of Members.

   72
 

9.8

 

Appointment of Successors.

   72
 

9.9

 

Records.

   72
 

9.10

 

Reliance Upon Documents and Opinions.

   73
 

9.11

 

Requirement of Proof.

   73
 

9.12

 

Reliance on Committee Memorandum.

   74
 

9.13

 

Multiple Fiduciary Capacity.

   74
 

9.14

 

Limitation on Liability.

   74
 

9.15

 

Indemnification.

   74
 

9.16

 

Allocation of Fiduciary Responsibility.

   75
 

9.17

 

Bonding.

   75
 

9.18

 

Prohibition Against Certain Actions.

   75
 

9.19

 

Plan Expenses.

   76
ARTICLE X SPECIAL PROVISIONS CONCERNING COMPANY STOCK EFFECTIVE AS OF OCTOBER 1, 1992    76
 

10.1

 

Securities Transactions.

   76
 

10.2

 

Valuation of Company Securities.

   77
 

10.3

 

Allocation of Stock Dividends and Splits.

   77
 

10.4

 

Reinvestment of Dividends.

   78
 

10.5

 

Voting of Company Stock.

   78
 

10.6

 

Confidentiality Procedures.

   79
 

10.7

 

Securities Law Limitation.

   79
ARTICLE XI MERGER OF COMPANY; MERGER OF PLAN    79
 

11.1

 

Effect of Reorganization or Transfer of Assets.

   79
 

11.2

 

Merger Restriction.

   79
ARTICLE XII PLAN TERMINATION AND DISCONTINUANCE OF CONTRIBUTIONS    80
 

12.1

 

Plan Termination.

   80
 

12.2

 

Discontinuance of Contributions.

   80
 

12.3

 

Rights of Participants.

   81
 

12.4

 

Trustee’s Duties on Termination.

   81
 

12.5

 

Partial Termination.

   82
 

12.6

 

Failure to Contribute.

   82
ARTICLE XIII APPLICATION FOR BENEFITS    83
 

13.1

 

Application for Benefits.

   83
 

13.2

 

Action on Application.

   83
 

13.3

 

Appeals.

   83
ARTICLE XIV LIMITATIONS ON CONTRIBUTIONS    84
 

14.1

 

General Rule.

   84
 

14.2

 

Annual Additions.

   85

 

iv


  14.3  

Other Defined Contribution Plans.

   85
  14.4  

Adjustments for Excess Annual Additions.

   85
  14.5  

Disposition of Excess Amounts.

   86
  14.6  

Affiliated Company.

   87

ARTICLE XV RESTRICTION ON ALIENATION

   87
  15.1  

General Restrictions Against Alienation.

   87
  15.2  

Nonconforming Distributions Under Court Order.

   88

ARTICLE XVI PLAN AMENDMENTS

   89
  16.1  

Amendments.

   89
  16.2  

Retroactive Amendments.

   90
  16.3  

Amendment of Vesting Provisions.

   90

ARTICLE XVII TOP-HEAVY PROVISIONS

   90
  17.1  

Minimum Company Contributions.

   90
  17.2  

Compensation.

   91
  17.3  

Top-Heavy Determination.

   91
  17.4  

Aggregation.

   93

ARTICLE XVIII MISCELLANEOUS

   94
  18.1  

No Enlargement of Employee Rights.

   94
  18.2  

Mailing of Payments; Lapsed Benefits.

   94
  18.3  

Addresses.

   95
  18.4  

Notices and Communications.

   96
  18.5  

Reporting and Disclosure.

   96
  18.6  

Governing Law.

   96
  18.7  

Interpretation.

   96
  18.8  

Certain Securities Laws Rules.

   97
  18.9  

Withholding for Taxes.

   97
  18.10  

Limitation on Company; Committee and Trustee Liability.

   97
  18.11  

Successors and Assigns.

   97
  18.12  

Counterparts.

   97
  18.13  

Military Service.

   97

 

v


PERSONAL INVESTMENT PLAN

ARTICLE I

GENERAL

1.1 Plan Name.

This instrument evidences the terms of a tax-qualified retirement plan for the Eligible Employees of Mattel, Inc. and its participating affiliates to be known as the “Mattel, Inc. Personal Investment Plan” (“Plan”).

1.2 Plan Purpose.

This Plan is intended to qualify under Code Section 401(a) as a profit sharing plan, although contributions may be made to the Plan without regard to profits, and with respect to the portion hereof intended to qualify as a Qualified Cash or Deferred Arrangement, to satisfy the requirements of Code Section 401(k).

1.3 Effective Date.

The original effective date of this Plan is November 1, 1983. This amendment and restatement of the Plan reflects the provisions of the Plan in effect as of January 1, 2006, except as otherwise expressly provided herein.

1.4 Plan Mergers.

Effective April 1, 1997, the Fisher-Price, Inc. Matching Savings Plan (the “F-P Savings Plan”) was merged with and into this Plan and the account balances under the former F-P Savings Plan were transferred to corresponding accounts under this Plan as follows:

 

F-P Savings Plan Account

  

Corresponding Plan Account

Employee Contribution Account

   Before-Tax Contributions Account

Company Matching Account

   Company Matching Account

Discretionary Contribution Account

   Company Matching Account

Profit Sharing Account

   Transfer/Rollover Account

Rollover Contributions Account

   Transfer/Rollover Account


Effective January 2, 1998, the Tyco Toys, Inc. 401(k) Savings Plan (“Tyco Plan”) was with and into this Plan and the account balances under the former Tyco Plan were transferred to corresponding accounts under this Plan as follows:

 

Tyco Plan Account

    

Corresponding Plan Account

Deferral Contributions Account

     Tyco Before-Tax Contributions Account

Regular Matching Contributions Account

     Tyco Company Matching Account

Rollover Contribution Account

     Transfer/Rollover Account

Effective June 30, 2000, the PrintPaks, Inc. 401(k) Plan (“PrintPaks Plan”) was merged with and into this Plan and the account balances under the former PrintPaks Plan were transferred to corresponding accounts under this Plan as follows:

 

PrintPaks Plan Account

    

Corresponding Plan Account

Elective Deferrals Account

     PrintPaks Before-Tax Contributions Account

Matching Contributions Account

     PrintPaks Company Matching Account

Rollover Contributions Account

     Transfer/Rollover Account

Effective December 15, 2000, the Mattel-Fort Wayne Hourly 401(k) Plan (the “Fort Wayne Plan”) was merged with and into this Plan and the account balances under the former Fort Wayne Plan were transferred to corresponding accounts under this Plan as follows:

 

Fort Wayne Plan Account

    

Corresponding Plan Account

Elective Deferrals Account

     Fort Wayne Plan Before-Tax Contributions Account

Matching Contributions Account

     Fort Wayne Plan Company Matching Account

Nonelective Contributions Account

     Fort Wayne Plan Nonelective Account

Rollover Contributions Account

     Transfer/Rollover Account

 

2


Effective October 1, 2001, the Pleasant Company Retirement Savings Plan (the “Pleasant Plan”) was merged with and into this Plan and the account balances under the former Pleasant Plan were transferred to corresponding accounts under this Plan as follows:

 

Pleasant Plan Account

    

Corresponding Plan Account

Employer Nonelective Contributions Account

     Pleasant Plan Nonelective Account

Rollover Contributions Account

     Transfer/Rollover Account

ARTICLE II

DEFINITIONS

2.1 Accounts.

“Accounts” or “Participant’s Accounts” means the following Plan accounts maintained by the Committee for each Participant as required by Article VII:

(a) “Before-Tax Contributions Account” shall mean the account established and maintained for each Participant under Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to Participant Before-Tax Contributions, and any earnings thereon, in accordance with Article V.

(b) “After-Tax Contributions Account” shall mean the account established and maintained for each Participant under Article VII to reflect amounts held in the Trust Fund on behalf of such Participant which are attributable to Participant After-Tax Contributions and any earnings thereon, in accordance with Article V.

(c) “Company Matching Account” shall mean the account established and maintained for each Participant under Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to Company Matching Contributions, and any earnings thereon, pursuant to Section 6.1(c).

(d) “Company Contributions Account” shall mean the account established and maintained for each Participant under Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to Company Contributions, and any earnings thereon, pursuant to Section 6.1(a).

 

3


(e) “Transfer/Rollover Account” shall mean the account established and maintained for each Participant under Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to amounts distributed to the Participant from any other plan qualified under Code Section 401(a), or from an Individual Retirement Account attributable to employer contributions under another plan qualified under Code Section 401(a), and any earnings on such amounts, as provided in Section 5.8.

(f) “Tyco Before-Tax Contributions Account” shall mean the account established and maintained for each Participant under Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to Participant before-tax contributions to the Tyco Plan, and any earnings thereon, in accordance with Article V.

(g) “Tyco Company Matching Account” shall mean the account established and maintained for each Participant under Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to matching contributions to the Tyco Plan, and any earnings thereon, in accordance with Article V.

(h) “PrintPaks Before-Tax Contributions Account” shall mean the account established and maintained for each Participant under Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to Participant before-tax contributions to the PrintPaks Plan, and any earnings thereon, in accordance with Article V.

(i) “PrintPaks Company Matching Account” shall mean the account established and maintained for each Participant under Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to matching contributions to the PrintPaks Plan, and any earnings thereon, in accordance with Article V.

(j) “Fort Wayne Plan Before-Tax Contributions Account” shall mean the account established and maintained for each Participant under Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to Participant before-tax contributions to the Fort Wayne Plan, and any earnings thereon, in accordance with Article V.

 

4


(k) “Fort Wayne Plan Company Matching Account” shall mean the account established and maintained for each Participant under Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to matching contributions to the Fort Wayne Plan, and any earnings thereon, in accordance with Article V.

(l) “Fort Wayne Plan Nonelective Account” shall mean the account established and maintained for each Participant under Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to nonelective contributions to the Fort Wayne Plan, and any earnings thereon, in accordance with Article V.

(m) “Pleasant Plan Nonelective Account” shall mean the account established and maintained for each Participant under Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to nonelective contributions to the Pleasant Plan, and earnings thereon, in accordance with Article V.

(n) “Tyco Retirement Plan Account” shall mean the account established and maintained for each Participant under Article VII for purposes of holding and accounting for amounts held in the Trust Fund which are attributable to contributions to the Tyco Retirement Plan, and any earnings thereon, in accordance with Article V.

2.2 Affiliated Company.

“Affiliated Company” shall mean:

(a) Any corporation that is included in a controlled group of corporations, within the meaning of Section 414(b) of the Code, that includes the Company,

(b) Any trade or business that is under common control with the Company within the meaning of Section 414(c) of the Code,

(c) Any member of an affiliated service group, within the meaning of Section 414(m) of the Code, that includes the Company, and

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

2.3 After-Tax Contributions.

“After-Tax Contributions” shall mean those contributions by a Participant to the Trust Fund in accordance with Article V which do not qualify as Before-Tax Contributions.

 

5


2.4 Before-Tax Contributions.

“Before-Tax Contributions” shall mean those amounts contributed to the Plan as a result of a salary or wage reduction election made by the Participant in accordance with Article V, to the extent such contributions qualify for treatment as contributions made under a “qualified cash or deferred arrangement” within the meaning of Section 401(k) of the Code.

2.5 Beneficiary.

“Beneficiary” or “Beneficiaries” shall mean the person or persons last designated by a Participant as set forth in Section 8.9 or, if there is no designated Beneficiary or surviving Beneficiary, the person or persons designated in Section 8.9 to receive the interest of a deceased Participant in such event.

2.6 Board of Directors.

“Board of Directors” shall mean the Board of Directors (or its delegate) of Mattel, Inc. as it may from time to time be constituted.

2.7 Code.

“Code” shall mean the Internal Revenue Code of 1986, as in effect on the date of execution of this Plan document and as thereafter amended from time to time.

2.8 Committee.

“Committee” shall mean the Administrative Committee described in Article IX hereof.

2.9 Company.

“Company” shall mean Mattel, Inc., or any successor thereof, if its successor shall adopt this Plan.

2.10 Company Contributions.

“Company Contributions” shall mean amounts paid by a Participating Company into the Trust Fund in accordance with Section 6.1(a) and 6.1(b).

2.11 Company Matching Contributions.

“Company Matching Contributions” shall mean amounts paid by a Participating Company into the Trust Fund in accordance with Section 6.1(c).

 

6


2.12 Company Stock.

“Company Stock” shall mean whichever of the following is applicable:

(a) So long as the Company has only one class of stock, that class of stock.

(b) In the event the Company at any time has more than one class of stock, the class (or classes) of the Company’s stock constituting “employer securities” as that term is defined in Section 409(1) of the Code.

2.13 Compensation.

(a) “Compensation” shall mean the full salary and wages (including overtime, shift differential, tips and holiday, vacation and sick pay) and other compensation paid by a Participating Company during a Plan Year by reason of services performed by an Employee, including amounts deducted pursuant to authorization by an Employee or pursuant to requirements of law (including amounts of salary or wages deferred in accordance with the provisions of Section 5.1 and which qualify for treatment under Code Section 401(k) or amounts deducted pursuant to Code Section 125, 129 or 132(f)(4)) except as specifically provided to the contrary elsewhere in this Plan. Compensation shall not include any of the following:

(i) Fringe benefits and contributions by the Participating Company to, and benefits under, any employee benefit plan;

(ii) Amounts paid or payable by reason of services performed during any period in which an Employee is not a Participant under the Plan;

(iii) Amounts deferred by the Employee pursuant to non-qualified deferred compensation plans, regardless of whether such amounts are includable in the Employee’s gross income for his current taxable year;

(iv) Amounts included in any Employee’s gross income with respect to life insurance as provided by Code Section 79; and

(v) Amounts paid to Employees as “bonuses.”

(b) To the extent permitted by Code Section 415(c)(3), in the case of a Participant who ceases actively to perform services for a Participating Company prior to January 1, 1989 because such person has sustained a Total and Permanent Disability, such Participant shall be deemed to have “Compensation” to the extent provided in the

 

7


provisions of Section 8.17(d), for the limited purposes of determining the amount of certain contributions to this Plan.

(c) The term “Compensation,” for purposes of Article XIV of this Plan, shall mean wages as defined in Section 3401(a) and all other payments of compensation to an Employee by the Company (in the course of the Company’s trade or business) for which the Company is required to furnish the Employee a written statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation for purposes of this Subsection (c) shall be determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)). The term “Compensation” for purposes of Article XV of this Plan, shall include any elective deferral (as defined in Code Section 402(g)) and any amount which is contributed or deferred by a Participating Company at the election of the Employee and which is not includible in the gross income of the Employee by reason of Code Section 125 or 132(f)(4).

(d) In the event that this Plan is deemed a Top-Heavy Plan as set forth in Article XVII, the term “Compensation” shall not include amounts excluded by reason of and to the extent provided by Sections 17.1 and 17.2.

(e) Effective for Plan Years commencing on and after January 1, 2002, the “Compensation” of any Employee taken into account under the Plan for any Plan Year shall not exceed $200,000 (or such adjusted amount as may be prescribed for such Plan Year pursuant to Section 401(a)(17) of the Code).

2.14 Deferral Limitation.

“Deferral Limitation” shall mean the dollar limitation on the exclusion of elective deferrals from a Participant’s gross income under Section 402(g) of the Code, as in effect with respect to the taxable year of the Participant, or such greater limitation on the exclusion of elective deferrals permitted under Section 5.2(f) and Section 414(v) of the Code, if applicable.

2.15 Distributable Benefit.

“Distributable Benefit” shall mean the vested interest of a Participant in this Plan which is determined and distributable in accordance with the provisions of Article VIII following the termination of the Participant’s employment.

 

8


2.16 Early Retirement Date.

“Early Retirement Date” shall mean the later of the Participant’s 55th birthday or the date on which the Participant completes three Years of Service.

 

2.17 Effective Date.

“Effective Date” shall mean November 1, 1983, which shall be the original effective date of this Plan. The effective date of this amendment and restatement is January 1, 2006.

 

2.18 Eligible Employee.

“Eligible Employee” shall include any individual who (i) on or after October 1, 2001 is at least age twenty (20) or prior to October 1, 2001 is at least age twenty and one-half (20 1/2) and (ii) is employed by a Participating Company, except

(a) any Employee who is covered by a collective bargaining agreement to which a Participating Company is a party if there is evidence that retirement benefits were the subject of good faith bargaining between the Participating Company and the collective bargaining representative, unless the collective bargaining agreement provides for coverage under this Plan,

(b) any Employee who is a Leased Employee,

(c) any Employee who is an intern, toy tester, department aide, associate retail services representative or in the following pay groups: AFL or MAG, or

(d) any Employee who is employed outside of the United States who has been transferred to the United States for a period of less than twelve (12) months, or

(e) any person who is classified by a Participating Company as being in one or more of the following ineligible categories, even if the Participating Company’s classification is incorrect or the person is otherwise determined to be a common law employee of the Participating Company:

(i) Project Employees—persons who the Participating Company classifies as employed to work on discrete projects or creative matters, or the equivalent (such as students or interns), except to the extent the Participating Company, by written notice, elects to extend Plan participation to them;

(ii) Persons Waiving Participation—persons to whom the Participating Company did not extend the opportunity of participating in this Plan, and who, as determined by the Participating Company, agreed to such nonparticipation status;

(iii) Persons Not Classified As Employees for Tax Purposes—persons who the Participating Company does not classify as Employees for federal tax

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