x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
|
Securities registered pursuant to Section 12(b) of the Act:
|
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Title of each class
|
Name of exchange on which registered
|
Common stock, par value $0.01 per share
|
New York Stock Exchange
|
8.00% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share
|
New York Stock Exchange
|
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Item
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Page
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Part I
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1.
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1A.
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1B.
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2.
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3.
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4.
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Part II
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5.
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6.
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7.
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7A.
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8.
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9.
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9A.
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9B.
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Part III
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10.
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11.
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12.
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13.
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14.
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Part IV
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15.
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16.
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Page
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Index to Financial Statement Schedules
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All other financial statement schedules have been omitted because they are not applicable, the required matter is not present, or the required information has been otherwise supplied in the financial statements or the notes thereto.
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Item 1.
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Business
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Item 1A.
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Risk Factors
|
•
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changes in and reinterpretations of the laws, regulations and enforcement priorities of the countries in which we sell our products;
|
•
|
responsibility to comply with anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions;
|
•
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trade protection laws, policies and measures and other regulatory requirements affecting trade and investment, including loss or modification of exemptions for taxes and tariffs, imposition of new tariffs and duties and import and export licensing requirements;
|
•
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product damage or losses incurred during shipping;
|
•
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potentially negative consequences from changes in or interpretations of tax laws;
|
•
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political instability and actual or anticipated military or political conflicts;
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•
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economic instability, inflation, recessions and interest rate and currency exchange rate fluctuations;
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•
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uncertainties regarding non-U.S. judicial systems, rules and procedures; and
|
•
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minimal or limited protection of intellectual property in some countries.
|
•
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unscheduled maintenance outages;
|
•
|
prolonged power failures;
|
•
|
equipment failure;
|
•
|
a chemical spill or release;
|
•
|
explosion of a boiler or other pressure vessel;
|
•
|
fires, floods, windstorms, earthquakes, hurricanes or other catastrophes;
|
•
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terrorism or threats of terrorism; and
|
•
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other operational problems.
|
•
|
requiring a substantial portion of our cash flows from operations to make interest payments on this debt;
|
•
|
making it more difficult to satisfy debt service and other obligations;
|
•
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increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability of debt financing;
|
•
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increasing our vulnerability to general adverse economic and industry conditions;
|
•
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reducing the cash flows available to fund capital expenditures and other corporate purposes and to grow our business;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the industry;
|
•
|
placing us at a competitive disadvantage to our competitors that may not be as highly leveraged with debt; and
|
•
|
limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase common stock.
|
•
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the inability of our stockholders to call a special meeting;
|
•
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rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;
|
•
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the right of our board to issue preferred stock without stockholder approval;
|
•
|
the division of our board of directors into three classes of directors, with each class serving a staggered three-year term, and this classified board provision could have the effect of making the replacement of incumbent directors more time consuming and difficult;
|
•
|
a provision that stockholders may only remove directors with cause;
|
•
|
the ability of our directors, and not stockholders, to fill vacancies on our board of directors; and
|
•
|
the requirement that the affirmative vote of stockholders holding at least 80 percent of our voting stock is required to amend certain provisions in our amended and restated certificate of incorporation and our amended and restated bylaws relating to the number, term and election of our directors, the filling of board vacancies, the calling of special meetings of stockholders and director and officer indemnification provisions.
|
•
|
Prior to the Separation, the Company’s business was operated by Rayonier as a segment of its broader corporate organization, rather than as an independent company. Rayonier or one of its affiliates performed various corporate functions for the Company, such as accounting, information technology and finance. The Company’s pre-Separation historical financial results reflect allocations of corporate expenses from Rayonier for such functions and are likely
|
•
|
Prior to the Separation, the Company was able to use Rayonier’s size and purchasing power in procuring various goods and services and shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. As a separate, independent company, the Company may be unable to obtain goods and services at the prices and terms obtained prior to the Separation, which could decrease the Company’s overall profitability; and
|
•
|
The cost of capital for the Company’s business may be higher than Rayonier’s cost of capital prior to the Separation.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
|
|
|
Capacity
|
|
Owned/Leased
|
Cellulose Specialties Facilities
|
Jesup, Georgia
|
|
330,000 metric tons of cellulose specialties or commodity products
245,000 metric tons of commodity products
|
|
Owned
|
|
Fernandina Beach, Florida
|
|
155,000 metric tons of cellulose specialties or commodity products
|
|
Owned
|
|
Jesup, Georgia
|
|
Research Facility
|
|
Owned
|
|
|
|
|
|
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Wood Chipping Facilities
|
Offerman, Georgia
|
|
880,000 short green tons of wood chips
|
|
Owned
|
|
Collins, Georgia
|
|
780,000 short green tons of wood chips
|
|
Owned
|
|
Eastman, Georgia
|
|
350,000 short green tons of wood chips
|
|
Owned
|
|
Barnesville, Georgia
|
|
350,000 short green tons of wood chips
|
|
Owned
|
|
Quitman, Georgia
|
|
200,000 short green tons of wood chips
|
|
Owned
|
|
|
|
|
|
|
Corporate and Other
|
Jacksonville, Florida
|
|
Corporate Headquarters
|
|
Leased
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
(a)
|
|
Low
(a)
|
|
Dividends
|
||||||
2016
|
|
|
|
|
|
||||||
Fourth Quarter
|
$
|
16.07
|
|
|
$
|
11.93
|
|
|
$
|
0.07
|
|
Third Quarter
|
15.83
|
|
|
10.72
|
|
|
0.07
|
|
|||
Second Quarter
|
14.40
|
|
|
9.34
|
|
|
0.07
|
|
|||
First Quarter
|
9.84
|
|
|
6.00
|
|
|
0.07
|
|
|||
|
|
|
|
|
|
||||||
2015
|
|
|
|
|
|
||||||
Fourth Quarter
|
11.91
|
|
|
6.12
|
|
|
0.07
|
|
|||
Third Quarter
|
16.26
|
|
|
6.01
|
|
|
0.07
|
|
|||
Second Quarter
|
19.35
|
|
|
14.90
|
|
|
0.07
|
|
|||
First Quarter
|
23.77
|
|
|
14.88
|
|
|
0.07
|
|
Period
|
Total Number of Shares Purchased (a)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
September 24 to October 29
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
October 30 to November 26
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
November 27 to December 31
|
104
|
|
|
13.88
|
|
|
—
|
|
|
—
|
|
|
Total
|
104
|
|
|
|
|
—
|
|
|
|
(a)
|
Repurchased to satisfy the minimum tax withholding requirements related to the vesting of restricted stock under the Rayonier Advanced Materials Incentive Stock Plan.
|
|
6/27/2014
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
Rayonier Advanced Materials
|
$100
|
|
$61
|
|
$27
|
|
$44
|
S&P Small Cap 600
|
$100
|
|
$103
|
|
$101
|
|
$128
|
S&P 500 Materials Index
|
$100
|
|
$99
|
|
$91
|
|
$106
|
Item 6.
|
Selected Financial Data
|
(millions of dollars except per share amounts)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
869
|
|
|
$
|
941
|
|
|
$
|
958
|
|
|
$
|
1,047
|
|
|
$
|
1,095
|
|
Gross margin
|
182
|
|
|
202
|
|
|
224
|
|
|
333
|
|
|
380
|
|
|||||
Operating income
|
138
|
|
|
120
|
|
|
63
|
|
|
289
|
|
|
342
|
|
|||||
Net income
|
73
|
|
|
55
|
|
|
32
|
|
|
220
|
|
|
242
|
|
|||||
Diluted earnings per share of common stock (a)
|
1.55
|
|
|
1.30
|
|
|
0.75
|
|
|
5.21
|
|
|
5.74
|
|
|||||
Dividends declared per share of common stock
|
0.28
|
|
|
0.28
|
|
|
0.14
|
|
|
—
|
|
|
—
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets (b)
|
$
|
1,422
|
|
|
$
|
1,279
|
|
|
$
|
1,293
|
|
|
$
|
1,120
|
|
|
$
|
921
|
|
Property, plant and equipment, net
|
801
|
|
|
804
|
|
|
843
|
|
|
846
|
|
|
681
|
|
|||||
Total debt (b)
|
783
|
|
|
858
|
|
|
934
|
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ equity (deficit)
|
212
|
|
|
(17
|
)
|
|
(62
|
)
|
|
968
|
|
|
725
|
|
|||||
Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
$
|
232
|
|
|
$
|
202
|
|
|
$
|
188
|
|
|
$
|
258
|
|
|
$
|
305
|
|
Cash used for investing activities
|
(87
|
)
|
|
(78
|
)
|
|
(90
|
)
|
|
(251
|
)
|
|
(305
|
)
|
|||||
Cash provided by (used in) financing activities
|
80
|
|
|
(89
|
)
|
|
(31
|
)
|
|
(7
|
)
|
|
—
|
|
|||||
Capital expenditures
|
(89
|
)
|
|
(78
|
)
|
|
(75
|
)
|
|
(96
|
)
|
|
(105
|
)
|
|||||
Non GAAP Measures:
|
|
|
|
|
|
|
|
|
|
||||||||||
EBITDA (c)
|
$
|
235
|
|
|
$
|
209
|
|
|
$
|
149
|
|
|
$
|
363
|
|
|
$
|
402
|
|
Pro Forma EBITDA (c)
|
$
|
226
|
|
|
$
|
238
|
|
|
$
|
267
|
|
|
$
|
369
|
|
|
$
|
402
|
|
Adjusted Free Cash Flows (c)
|
$
|
147
|
|
|
$
|
124
|
|
|
$
|
113
|
|
|
$
|
143
|
|
|
$
|
188
|
|
(a)
|
In conjunction with the Separation, 42,176,565 shares of our common stock were distributed to Rayonier shareholders on June 27, 2014. For comparative purposes, this amount has been assumed to be outstanding as of the beginning of each period prior to the Separation in the calculation of Basic Earnings Per Share. For the year ended December 31, 2016, basic and diluted earnings per share include the impact of dividends on the Company’s Preferred Stock. See
Note 10
—
Stockholders' Equity (Deficit)
for additional information.
|
(b)
|
For comparability purposes, prior year balances have been restated in connection with the adoption of the Financial Accounting Standards Board’s Accounting Standards Update No. 2015-03,
Simplifying the Presentation of Debt Issuance Costs
. See
Note 1
—
Basis of Presentation and New Accounting Pronouncements
for more information.
|
(c)
|
EBITDA, pro forma EBITDA and adjusted free cash flows are non-GAAP measures. See “Note about Non-GAAP Financial Measures” on page one for limitations associated with non-GAAP measures. Also see Item 7
— Management’s Discussion and Analysis of Financial Condition and Results of Operations — Performance and Liquidity Indicators
for definitions of these non-GAAP measures as well as a reconciliation of EBITDA, pro forma EBITDA and adjusted free cash flows to their most directly comparable GAAP financial measure.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Wood costs represent approximately
28 percent
of the per metric ton cost of sales. We consume approximately
1.6 million
short green tons of hardwood chips and
2.5 million
short green tons of softwood chips per year. Weather conditions and demand in the wood products and pulp and paper markets can affect the cost of wood.
|
•
|
Chemical costs represent approximately
13 percent
of the per metric ton cost of sales. Chemicals, including caustic soda (sodium hydroxide), sulfuric acid, sodium chlorate and various specialty chemicals are purchased under negotiated supply agreements with third parties.
|
•
|
Energy costs represent approximately
5 percent
of the per metric ton costs of sales. The great majority of our energy is produced through the burning of lignin and other residual biomass in recovery and power boilers located at our plants. The plants also require fuel oil, natural gas and electricity to supplement their energy requirements.
|
•
|
Cost Transformation achieved through sustainable cost improvements and fostering a culture of continuous improvement;
|
•
|
New Products through which we are committed to expanding our business by developing value-added products derived from co-products, advanced materials from renewables, cellulose processing technology and next generation cellulose fibers. We have made significant progress in developing and applying proprietary technologies to new products in many of the end-market segments we serve, many of which have been introduced to customers and are currently in lab and manufacturing trials. We have also introduced products based on newly developed technology which has led to new commercial sales;
|
•
|
Market Optimization which focuses on maximizing our existing products and market mix by considering our customers’ needs, our manufacturing capabilities and transportation efficiency opportunities to drive higher value for our customers and our Company. We are committed to working with new and existing customers to find ways to grow value together; and
|
•
|
Acquisitions focused in areas that leverage our core competencies in markets and technologies that are attractive and complementary to our existing business. We expect these investments to broaden our capability set and expose us to a broader array of growth opportunities. In doing so, we hope to create greater diversity and growth potential in our revenue and earnings streams.
|
|
Impact on:
|
||
Change in Assumption
(millions)
|
Annual Pension Expense
|
|
Projected Benefit
Obligation
|
50 bp decrease in discount rate
|
+ 2.1
|
|
+ 27.3
|
50 bp increase in discount rate
|
- 1.9
|
|
- 24.6
|
50 bp decrease in long-term return on assets
|
+ 1.4
|
|
|
50 bp increase in long-term return on assets
|
- 1.4
|
|
|
Financial Information (in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Cellulose specialties
|
$
|
695
|
|
|
$
|
767
|
|
|
$
|
844
|
|
Commodity products and other
|
174
|
|
|
174
|
|
|
114
|
|
|||
Total Net Sales
|
869
|
|
|
941
|
|
|
958
|
|
|||
|
|
|
|
|
|
||||||
Cost of Sales
|
(687
|
)
|
|
(739
|
)
|
|
(734
|
)
|
|||
Gross Margin
|
182
|
|
|
202
|
|
|
224
|
|
|||
Selling, general and administrative expenses
|
(38
|
)
|
|
(48
|
)
|
|
(40
|
)
|
|||
Other operating expense, net
|
(6
|
)
|
|
(34
|
)
|
|
(121
|
)
|
|||
Operating Income
|
138
|
|
|
120
|
|
|
63
|
|
|||
Interest expense, net
|
(35
|
)
|
|
(37
|
)
|
|
(22
|
)
|
|||
Gain on debt extinguishment
|
9
|
|
|
—
|
|
|
—
|
|
|||
Income Before Income Taxes
|
112
|
|
|
83
|
|
|
41
|
|
|||
Income Tax Expense
|
(39
|
)
|
|
(28
|
)
|
|
(9
|
)
|
|||
Net Income
|
$
|
73
|
|
|
$
|
55
|
|
|
$
|
32
|
|
|
|
|
|
|
|
||||||
Other Data
|
|
|
|
|
|
||||||
Average Sales Prices ($ per metric ton)
|
|
|
|
|
|
||||||
Cellulose specialties
|
$
|
1,525
|
|
|
$
|
1,641
|
|
|
$
|
1,762
|
|
Commodity products
|
668
|
|
|
671
|
|
|
692
|
|
|||
Sales Volumes (thousands of metric tons)
|
|
|
|
|
|
||||||
Cellulose specialties
|
456
|
|
|
467
|
|
|
479
|
|
|||
Commodity products
|
249
|
|
|
247
|
|
|
148
|
|
|||
|
|
|
|
|
|
||||||
Gross Margin %
|
20.9
|
%
|
|
21.5
|
%
|
|
23.4
|
%
|
|||
Operating Margin %
|
15.9
|
%
|
|
12.8
|
%
|
|
6.6
|
%
|
|||
Effective Tax Rate %
|
34.9
|
%
|
|
33.3
|
%
|
|
21.8
|
%
|
Operating Income (in millions)
|
|
Gross Margin Changes Attributable to (a):
|
|
|
|
|
|||||||||||||||||
|
2015
|
Price
|
|
Volume/ Sales Mix
|
|
Cost
|
|
SG&A and other
|
|
2016
|
|||||||||||||
Operating Income
|
$
|
120
|
|
|
$
|
(54
|
)
|
|
$
|
(14
|
)
|
|
$
|
46
|
|
|
$
|
40
|
|
|
$
|
138
|
|
Operating Margin %
|
12.8
|
%
|
|
(5.3
|
)%
|
|
(1.5
|
)%
|
|
5.3
|
%
|
|
4.6
|
%
|
|
15.9
|
%
|
(a)
|
Computed based on contribution margin.
|
Operating Income (in millions)
|
|
Gross Margin Changes Attributable to (a):
|
|
|
|
|
|||||||||||||||||
|
2014
|
Price
|
|
Volume/ Sales Mix
|
|
Cost
|
|
SG&A and other
|
|
2015
|
|||||||||||||
Operating Income
|
$
|
63
|
|
|
$
|
(62
|
)
|
|
$
|
13
|
|
|
$
|
28
|
|
|
$
|
78
|
|
|
$
|
120
|
|
Operating Margin %
|
6.6
|
%
|
|
(6.5
|
)%
|
|
1.4
|
%
|
|
3.0
|
%
|
|
8.3
|
%
|
|
12.8
|
%
|
(a)
|
Computed based on contribution margin.
|
|
As of December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash and cash equivalents (a)
|
$
|
326
|
|
|
$
|
101
|
|
|
$
|
66
|
|
Availability under the Revolving Credit Facility (b)
|
229
|
|
|
236
|
|
|
222
|
|
|||
Total debt (c)
|
783
|
|
|
858
|
|
|
934
|
|
|||
Stockholders’ (deficit) equity
|
212
|
|
|
(17
|
)
|
|
(62
|
)
|
|||
Total capitalization (total debt plus equity)
|
995
|
|
|
841
|
|
|
872
|
|
|||
Debt to capital ratio
|
79
|
%
|
|
102
|
%
|
|
107
|
%
|
(a)
|
Cash and cash equivalents consisted of cash, money market deposits and time deposits with original maturities of 90 days or less.
|
(b)
|
Availability under the revolving credit facility is reduced by standby letters of credit of approximately
$21 million
, $14 million and $28 million at
December 31, 2016
,
2015
and
2014
, respectively. See
Note 18
—
Guarantees
for additional information.
|
(c)
|
See
Note 6
—
Debt
for additional information.
|
Cash Provided by (Used for):
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities
|
$
|
232
|
|
|
$
|
202
|
|
|
$
|
188
|
|
Investing activities
|
(87
|
)
|
|
(77
|
)
|
|
(90
|
)
|
|||
Financing activities
|
80
|
|
|
(89
|
)
|
|
(31
|
)
|
Net Income to EBITDA Reconciliation
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Net Income
|
$
|
73
|
|
|
$
|
55
|
|
|
$
|
32
|
|
|
$
|
220
|
|
|
$
|
242
|
|
Depreciation and amortization
|
88
|
|
|
89
|
|
|
86
|
|
|
74
|
|
|
61
|
|
|||||
Interest expense, net
|
35
|
|
|
37
|
|
|
22
|
|
|
—
|
|
|
(1
|
)
|
|||||
Income tax expense
|
39
|
|
|
28
|
|
|
9
|
|
|
69
|
|
|
100
|
|
|||||
EBITDA
|
235
|
|
|
209
|
|
|
149
|
|
|
363
|
|
|
402
|
|
|||||
Non-cash impairment charge
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
One-time separation and legal costs
|
—
|
|
|
2
|
|
|
26
|
|
|
6
|
|
|
—
|
|
|||||
Insurance recovery
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||||
Environmental reserve adjustments
|
—
|
|
|
—
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|||||
Gain on debt extinguishment
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pro Forma EBITDA
|
226
|
|
|
238
|
|
|
267
|
|
|
369
|
|
|
402
|
|
Cash Flows from Operations to Adjusted Free Cash Flows Reconciliation
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Cash flows from operations
|
$
|
232
|
|
|
$
|
202
|
|
|
$
|
188
|
|
|
$
|
258
|
|
|
$
|
305
|
|
Capital expenditures (a)
|
(85
|
)
|
|
(78
|
)
|
|
(75
|
)
|
|
(96
|
)
|
|
(105
|
)
|
|||||
Tax benefit due to exchange of AFMC for CBPC
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(12
|
)
|
|||||
Adjusted Free Cash Flows
|
$
|
147
|
|
|
$
|
124
|
|
|
$
|
113
|
|
|
$
|
143
|
|
|
$
|
188
|
|
(a)
|
Capital expenditures exclude strategic capital expenditures which are deemed discretionary by management. Strategic capital for the year ended
December 31, 2016
was
$4 million
for LignoTech Florida. There was no strategic capital for the year ended
December 31, 2015
. Strategic capital totaled
$13 million
for the purchase of timber deeds and
$2 million
for the purchase of land for the year ended
December 31, 2014
. Strategic capital totaled
$141 million
and
$201 million
for the Cellulose Specialties Expansion project for the
years
ended
December 31, 2013
and
2012
, respectively.
|
Contractual Financial Obligations (in millions)
|
Total
|
|
Payments Due by Period
|
||||||||||||||||
2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
|||||||||||||
Long-term debt, including current maturities
|
$
|
788
|
|
|
$
|
10
|
|
|
$
|
29
|
|
|
$
|
243
|
|
|
$
|
506
|
|
Interest payments on long-term debt and capital lease obligations (a)
|
238
|
|
|
35
|
|
|
70
|
|
|
65
|
|
|
68
|
|
|||||
Purchase obligations (b)
|
100
|
|
|
25
|
|
|
15
|
|
|
10
|
|
|
50
|
|
|||||
Purchase orders (c)
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Postretirement obligations
|
15
|
|
|
1
|
|
|
3
|
|
|
3
|
|
|
8
|
|
|||||
Capital lease obligations
|
4
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|||||
Operating leases — PP&E, offices (d)
|
5
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
1,151
|
|
|
$
|
74
|
|
|
$
|
120
|
|
|
$
|
323
|
|
|
$
|
634
|
|
(a)
|
Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of
December 31, 2016
. See
Note 6
—
Debt
for additional information.
|
(b)
|
Purchase obligations primarily consist of payments expected to be made on natural gas, steam energy and wood chips purchase contracts.
|
(c)
|
Purchase orders represent non-cancellable purchase agreements entered into in the normal course of business with various suppliers that specify a fixed or minimum quantity that we must purchase.
|
(d)
|
Operating leases primarily consist of the office lease for our corporate headquarters and machinery and equipment.
|
(in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Boiler MACT (a)
|
$
|
10
|
|
|
$
|
18
|
|
|
$
|
17
|
|
Jesup plant consent order (b)
|
—
|
|
|
—
|
|
|
1
|
|
|||
Other (c)
|
—
|
|
|
—
|
|
|
2
|
|
|||
Total
|
$
|
10
|
|
|
$
|
18
|
|
|
$
|
20
|
|
(a)
|
Represents spending required as a result of a regulation originally promulgated in 2012 (and later re-promulgated after litigation), which imposes more stringent emissions limits on certain air pollutants from industrial boilers. This project was completed in 2016.
|
(b)
|
Represents spending related to a 2008 Jesup plant consent order, as later amended, in which we agreed to implement certain capital improvements relating to the plant’s wastewater treatment.
|
(c)
|
Includes spending for improvements to our manufacturing process and pollution control systems to comply with the requirements of new or renewed air emission and waste water discharge permits, and other required improvements for our plants.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
(1)
|
See
Index to Financial Statements
on page ii for a list of the financial statements filed as part of this report.
|
(2)
|
See
Schedule II — Valuation and Qualifying Accounts
. All other financial statement schedules have been omitted because they are not applicable, the required matter is not present or the required information has otherwise been supplied in the financial statements or the notes thereto.
|
(3)
|
See
Exhibit Index
for a list of the exhibits filed or incorporated herein as part of this report. Exhibits that are incorporated by reference to documents filed previously by the Company under the Securities Exchange Act of 1934, as amended, are filed with the SEC under File No. 1-6780.
|
Item 16.
|
Form 10-K Summary
|
|
RAYONIER ADVANCED MATERIALS INC.
|
|
|
By:
|
/s/ P
AUL
G. B
OYNTON
|
|
Paul G. Boynton
Chairman, President and Chief Executive Officer
|
|
February 24, 2017
|
|
|
By:
|
/s/ F
RANK
A. R
UPERTO
|
|
Frank A. Ruperto
Chief Financial Officer and Senior Vice President, Finance and Strategy
(Duly Authorized Officer and Principal Financial Officer)
|
|
February 24, 2017
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
$
|
868,731
|
|
|
$
|
941,384
|
|
|
$
|
957,689
|
|
Cost of Sales
|
(687,458
|
)
|
|
(738,930
|
)
|
|
(733,942
|
)
|
|||
Gross Margin
|
181,273
|
|
|
202,454
|
|
|
223,747
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
(37,942
|
)
|
|
(47,662
|
)
|
|
(39,969
|
)
|
|||
Other operating expense, net (Note 12)
|
(5,684
|
)
|
|
(35,269
|
)
|
|
(120,823
|
)
|
|||
Operating Income
|
137,647
|
|
|
119,523
|
|
|
62,955
|
|
|||
Interest expense
|
(34,627
|
)
|
|
(36,869
|
)
|
|
(22,378
|
)
|
|||
Interest and miscellaneous income (expense), net
|
737
|
|
|
210
|
|
|
(106
|
)
|
|||
Gain on debt extinguishment
|
8,844
|
|
|
—
|
|
|
—
|
|
|||
Income Before Income Taxes
|
112,601
|
|
|
82,864
|
|
|
40,471
|
|
|||
Income tax expense (Note 13)
|
(39,315
|
)
|
|
(27,607
|
)
|
|
(8,816
|
)
|
|||
Net Income
|
$
|
73,286
|
|
|
$
|
55,257
|
|
|
$
|
31,655
|
|
|
|
|
|
|
|
||||||
Earnings Per Share of Common Stock (Note 11)
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
1.61
|
|
|
$
|
1.31
|
|
|
$
|
0.75
|
|
Diluted earnings per share
|
$
|
1.55
|
|
|
$
|
1.30
|
|
|
$
|
0.75
|
|
|
|
|
|
|
|
||||||
Dividends Declared Per Share
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.14
|
|
Comprehensive Income:
|
|
|
|
|
|
||||||
Net Income
|
$
|
73,286
|
|
|
$
|
55,257
|
|
|
$
|
31,655
|
|
Other Comprehensive Income (Loss) (Note 8)
|
|
|
|
|
|
||||||
Net loss from pension and postretirement plans, net of income tax benefit of $254, $3,313 and $15,944
|
(460
|
)
|
|
(6,176
|
)
|
|
(28,326
|
)
|
|||
Total other comprehensive loss
|
(460
|
)
|
|
(6,176
|
)
|
|
(28,326
|
)
|
|||
Comprehensive Income
|
$
|
72,826
|
|
|
$
|
49,081
|
|
|
$
|
3,329
|
|
|
2016
|
|
2015
|
||||
Assets
|
|||||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
326,655
|
|
|
$
|
101,303
|
|
Accounts receivable, less allowance for doubtful accounts of $151 and $151
|
37,626
|
|
|
68,892
|
|
||
Inventory (Note 4)
|
118,368
|
|
|
125,409
|
|
||
Prepaid and other current assets
|
36,859
|
|
|
32,149
|
|
||
Total current assets
|
519,508
|
|
|
327,753
|
|
||
Property, Plant and Equipment, Net (Note 5)
|
801,039
|
|
|
803,838
|
|
||
Deferred Tax Assets (Note 13)
|
51,246
|
|
|
97,420
|
|
||
Other Assets
|
50,146
|
|
|
49,601
|
|
||
Total Assets
|
$
|
1,421,939
|
|
|
$
|
1,278,612
|
|
Liabilities and Stockholders’ Equity (Deficit)
|
|||||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
36,379
|
|
|
$
|
44,992
|
|
Accrued customer incentives and prepayments
|
34,541
|
|
|
34,685
|
|
||
Accrued payroll and benefits
|
21,902
|
|
|
20,743
|
|
||
Current maturities of long-term debt (Note 6)
|
9,593
|
|
|
7,938
|
|
||
Other current liabilities
|
10,783
|
|
|
11,052
|
|
||
Current liabilities for disposed operations (Note 14)
|
13,781
|
|
|
12,034
|
|
||
Total current liabilities
|
126,979
|
|
|
131,444
|
|
||
Long-Term Debt (Note 6)
|
773,689
|
|
|
850,116
|
|
||
Non-Current Liabilities for Disposed Operations (Note 14)
|
139,129
|
|
|
145,350
|
|
||
Pension and Other Postretirement Benefits (Note 16)
|
161,729
|
|
|
162,084
|
|
||
Other Non-Current Liabilities
|
8,664
|
|
|
6,757
|
|
||
Commitments and Contingencies
|
|
|
|
||||
Stockholders’ Equity (Deficit) (Note 10)
|
|
|
|
||||
Preferred stock, 10,000,000 shares authorized at $0.01 par value, 1,725,000 and 0 issued and outstanding as of December 31, 2016 and 2015, respectively, aggregate liquidation preference $172,500
|
17
|
|
|
—
|
|
||
Common stock, 140,000,000 shares authorized at $0.01 par value, 43,261,905 and 42,872,435 issued and outstanding, as of December 31, 2016 and 2015, respectively
|
433
|
|
|
429
|
|
||
Additional paid-in capital
|
242,402
|
|
|
70,213
|
|
||
Retained earnings
|
78,977
|
|
|
21,839
|
|
||
Accumulated other comprehensive loss (Note 8)
|
(110,080
|
)
|
|
(109,620
|
)
|
||
Total Stockholders’ Equity (Deficit)
|
211,749
|
|
|
(17,139
|
)
|
||
Total Liabilities and Stockholders’ Equity (Deficit)
|
$
|
1,421,939
|
|
|
$
|
1,278,612
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
73,286
|
|
|
$
|
55,257
|
|
|
$
|
31,655
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
88,274
|
|
|
89,189
|
|
|
85,607
|
|
|||
Stock-based incentive compensation expense
|
7,217
|
|
|
9,992
|
|
|
8,738
|
|
|||
Amortization of capitalized debt costs and debt discount
|
1,919
|
|
|
2,116
|
|
|
1,007
|
|
|||
Deferred income taxes
|
45,199
|
|
|
(9,757
|
)
|
|
(33,672
|
)
|
|||
Increase in liabilities for disposed operations
|
5,298
|
|
|
6,930
|
|
|
88,548
|
|
|||
Impairment charges
|
—
|
|
|
28,462
|
|
|
7,184
|
|
|||
Gain on debt extinguishment
|
(8,844
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of losses and prior service costs from pension and postretirement plans
|
12,203
|
|
|
14,702
|
|
|
9,113
|
|
|||
Loss from sale/disposal of property, plant and equipment
|
2,422
|
|
|
1,364
|
|
|
2,123
|
|
|||
Other
|
(3,429
|
)
|
|
398
|
|
|
(177
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
31,266
|
|
|
696
|
|
|
1,710
|
|
|||
Inventories
|
7,041
|
|
|
14,800
|
|
|
(11,503
|
)
|
|||
Accounts payable
|
(2,048
|
)
|
|
(19,789
|
)
|
|
(4,365
|
)
|
|||
Accrued liabilities
|
167
|
|
|
15,466
|
|
|
12,877
|
|
|||
Contributions to pension and other postretirement benefit plans
|
(13,135
|
)
|
|
(3,116
|
)
|
|
(1,446
|
)
|
|||
All other operating activities
|
(4,839
|
)
|
|
1,223
|
|
|
(3,988
|
)
|
|||
Expenditures for disposed operations
|
(9,772
|
)
|
|
(6,275
|
)
|
|
(5,659
|
)
|
|||
Cash Provided by Operating Activities
|
232,225
|
|
|
201,658
|
|
|
187,752
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(88,703
|
)
|
|
(77,424
|
)
|
|
(74,791
|
)
|
|||
Purchase of timber deeds
|
—
|
|
|
—
|
|
|
(12,692
|
)
|
|||
Other
|
2,143
|
|
|
—
|
|
|
(2,978
|
)
|
|||
Cash Used for Investing Activities
|
(86,560
|
)
|
|
(77,424
|
)
|
|
(90,461
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Issuance of mandatory convertible preferred stock
|
166,609
|
|
|
—
|
|
|
—
|
|
|||
Issuance of debt
|
—
|
|
|
—
|
|
|
1,025,000
|
|
|||
Repayment of debt
|
(71,031
|
)
|
|
(77,100
|
)
|
|
(79,200
|
)
|
|||
Dividends paid on common stock
|
(11,840
|
)
|
|
(11,816
|
)
|
|
(5,926
|
)
|
|||
Dividends paid on preferred stock
|
(3,641
|
)
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(15,432
|
)
|
|||
Other
|
(410
|
)
|
|
8
|
|
|
823
|
|
|||
Net payments to Rayonier
|
—
|
|
|
—
|
|
|
(956,579
|
)
|
|||
Cash Provided by (Used for) Financing Activities
|
79,687
|
|
|
(88,908
|
)
|
|
(31,314
|
)
|
|||
Cash and Cash Equivalents
|
|
|
|
|
|
||||||
Change in cash and cash equivalents
|
225,352
|
|
|
35,326
|
|
|
65,977
|
|
|||
Balance, beginning of year
|
101,303
|
|
|
65,977
|
|
|
—
|
|
|||
Balance, end of year
|
$
|
326,655
|
|
|
$
|
101,303
|
|
|
$
|
65,977
|
|
Supplemental Disclosures of Cash Flows Information
|
|
|
|
|
|
||||||
Cash paid (received) during the period:
|
|
|
|
|
|
||||||
Interest
|
$
|
35,160
|
|
|
$
|
38,189
|
|
|
$
|
19,567
|
|
Income taxes
|
$
|
(4,727
|
)
|
|
$
|
31,667
|
|
|
$
|
34,588
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Capital assets purchased on account
|
$
|
10,155
|
|
|
$
|
16,720
|
|
|
$
|
16,637
|
|
Capital lease obligation
|
$
|
3,697
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Sales by Product Line
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cellulose specialties
|
$
|
694,603
|
|
|
$
|
766,940
|
|
|
$
|
843,473
|
|
Commodity products and other
|
174,128
|
|
|
174,444
|
|
|
114,216
|
|
|||
Total sales
|
$
|
868,731
|
|
|
$
|
941,384
|
|
|
$
|
957,689
|
|
|
Sales by Destination (a)
|
||||||||||||||||
|
2016
|
|
%
|
|
2015
|
|
%
|
|
2014
|
|
%
|
||||||
United States
|
$
|
348,570
|
|
|
40
|
|
$
|
398,739
|
|
|
42
|
|
$
|
422,648
|
|
|
44
|
China
|
250,044
|
|
|
29
|
|
256,979
|
|
|
27
|
|
255,954
|
|
|
27
|
|||
Japan
|
136,817
|
|
|
16
|
|
132,480
|
|
|
14
|
|
138,961
|
|
|
14
|
|||
Europe
|
88,191
|
|
|
10
|
|
91,847
|
|
|
10
|
|
93,957
|
|
|
10
|
|||
Latin America
|
9,876
|
|
|
1
|
|
8,176
|
|
|
1
|
|
5,510
|
|
|
1
|
|||
Other Asia
|
27,280
|
|
|
3
|
|
25,373
|
|
|
3
|
|
33,250
|
|
|
3
|
|||
All other
|
7,953
|
|
|
1
|
|
27,790
|
|
|
3
|
|
7,409
|
|
|
1
|
|||
Total sales
|
$
|
868,731
|
|
|
100
|
|
$
|
941,384
|
|
|
100
|
|
$
|
957,689
|
|
|
100
|
(a)
|
All sales to foreign countries are denominated in U.S. dollars.
|
|
Percentage of Sales
|
||||
|
2016
|
|
2015
|
|
2014
|
Eastman Chemical Company
|
25%
|
|
28%
|
|
31%
|
Nantong Cellulose Fibers, Co., Ltd.
|
17%
|
|
18%
|
|
18%
|
Daicel Corporation
|
14%
|
|
13%
|
|
15%
|
|
2016
|
|
2015
|
||||
Finished goods
|
$
|
94,858
|
|
|
$
|
103,866
|
|
Work-in-progress
|
3,422
|
|
|
2,344
|
|
||
Raw materials
|
17,183
|
|
|
16,593
|
|
||
Manufacturing and maintenance supplies
|
2,905
|
|
|
2,606
|
|
||
Total inventory
|
$
|
118,368
|
|
|
$
|
125,409
|
|
|
2016
|
|
2015
|
||||
Land and land improvements
|
$
|
15,502
|
|
|
$
|
15,426
|
|
Buildings
|
183,374
|
|
|
181,707
|
|
||
Machinery and equipment
|
1,843,057
|
|
|
1,764,477
|
|
||
Construction in progress
|
14,439
|
|
|
65,197
|
|
||
Total property, plant and equipment, gross
|
2,056,372
|
|
|
2,026,807
|
|
||
Accumulated depreciation
|
(1,255,333
|
)
|
|
(1,222,969
|
)
|
||
Total property, plant and equipment, net
|
$
|
801,039
|
|
|
$
|
803,838
|
|
|
2016
|
|
2015
|
||||
Revolving Credit Facility of $250 million, $229 million available after taking into account outstanding letters of credit, bearing interest at LIBOR plus 1.50% at December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
Term A-1 Loan Facility borrowings maturing through June 2019 bearing interest at LIBOR plus 1.5%, interest rate of 2.26% at December 31, 2016
|
30,450
|
|
|
55,950
|
|
||
Term A-2 Loan Facility borrowings maturing through June 2021 bearing interest at LIBOR plus 1.08% (after consideration of 0.67% patronage benefit), interest rate of 1.84% at December 31, 2016
|
251,300
|
|
|
262,750
|
|
||
Senior Notes due 2024 at a fixed interest rate of 5.50%
|
506,412
|
|
|
550,000
|
|
||
Capital Lease obligation
|
3,676
|
|
|
—
|
|
||
Total principal payments due
|
791,838
|
|
|
868,700
|
|
||
Less: original issue discount and debt issuance costs
|
(8,556
|
)
|
|
(10,646
|
)
|
||
Total debt
|
783,282
|
|
|
858,054
|
|
||
Less: Current maturities of long-term debt
|
(9,593
|
)
|
|
(7,938
|
)
|
||
Long-term debt
|
$
|
773,689
|
|
|
$
|
850,116
|
|
|
Capital Lease
|
|
|
||||||||||||
|
Minimum Lease Payments
|
|
Less: Interest
|
|
Net Present Value
|
|
Debt Principal Payments
|
||||||||
2017
|
$
|
515
|
|
|
$
|
249
|
|
|
$
|
266
|
|
|
$
|
9,775
|
|
2018
|
515
|
|
|
230
|
|
|
285
|
|
|
11,150
|
|
||||
2019
|
515
|
|
|
209
|
|
|
306
|
|
|
18,225
|
|
||||
2020
|
515
|
|
|
187
|
|
|
328
|
|
|
2,900
|
|
||||
2021
|
515
|
|
|
163
|
|
|
352
|
|
|
239,700
|
|
||||
Thereafter
|
2,533
|
|
|
394
|
|
|
2,139
|
|
|
506,412
|
|
||||
Total payments
|
$
|
5,108
|
|
|
$
|
1,432
|
|
|
$
|
3,676
|
|
|
$
|
788,162
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||||||||||
Asset (liability) (a)
|
|
|
Level 1
|
|
Level 2
|
|
|
|
Level 1
|
|
Level 2
|
||||||||||||
Cash and cash equivalents
|
$
|
326,655
|
|
|
$
|
326,655
|
|
|
$
|
—
|
|
|
$
|
101,303
|
|
|
$
|
101,303
|
|
|
$
|
—
|
|
Current maturities of long-term debt
|
(9,327
|
)
|
|
—
|
|
|
(9,775
|
)
|
|
(7,938
|
)
|
|
—
|
|
|
(8,400
|
)
|
||||||
Fixed-rate long-term debt
|
(499,444
|
)
|
|
—
|
|
|
(474,761
|
)
|
|
(541,423
|
)
|
|
—
|
|
|
(435,171
|
)
|
||||||
Variable-rate long-term debt
|
(270,836
|
)
|
|
—
|
|
|
(271,975
|
)
|
|
(308,693
|
)
|
|
—
|
|
|
(310,300
|
)
|
Unrecognized components of employee benefit plans, net of tax
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of period
|
$
|
(109,620
|
)
|
|
$
|
(103,444
|
)
|
|
$
|
(39,699
|
)
|
Defined benefit pension and post-retirement plans (a)
|
|
|
|
|
|
||||||
Amortization of losses
|
11,581
|
|
|
14,110
|
|
|
8,217
|
|
|||
Amortization of prior service costs
|
775
|
|
|
767
|
|
|
1,177
|
|
|||
Amortization of negative plan amendment
|
(153
|
)
|
|
(175
|
)
|
|
(281
|
)
|
|||
Total reclassifications, before tax
|
12,203
|
|
|
14,702
|
|
|
9,113
|
|
|||
Other loss before reclassifications
|
(12,917
|
)
|
|
(24,191
|
)
|
|
(53,383
|
)
|
|||
Other comprehensive loss, before tax
|
(714
|
)
|
|
(9,489
|
)
|
|
(44,270
|
)
|
|||
Tax benefit
|
254
|
|
|
3,313
|
|
|
15,944
|
|
|||
Net other comprehensive loss
|
(460
|
)
|
|
(6,176
|
)
|
|
(28,326
|
)
|
|||
Net transfer from Rayonier (b)
|
—
|
|
|
—
|
|
|
(35,419
|
)
|
|||
Balance, end of period
|
$
|
(110,080
|
)
|
|
$
|
(109,620
|
)
|
|
$
|
(103,444
|
)
|
(a)
|
These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See
Note 16
—
Employee Benefit Plans
for additional information.
|
(b)
|
Prior to the Separation, certain of the Company’s employees participated in employee benefit plans sponsored by Rayonier. The Company did not record an asset, liability or accumulated other comprehensive loss to recognize the funded status of the Rayonier plans on the Consolidated Balance Sheet until the Separation. See
Note 10
—
Stockholders' Equity (Deficit)
for additional information.
|
|
Common Stock
|
|
Preferred Stock
|
|
Additional Paid in Capital
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Transfers (to) from Rayonier, net
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders’
(Deficit) Equity
|
||||||||||||||||||||
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
|
||||||||||||||||||||||||
Balance, December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,415,894
|
|
|
$
|
(407,894
|
)
|
|
$
|
(39,699
|
)
|
|
$
|
968,301
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,655
|
|
|
—
|
|
|
—
|
|
|
31,655
|
|
|||||||
Net loss from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,326
|
)
|
|
(28,326
|
)
|
|||||||
Net transfers to Rayonier
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,001,509
|
)
|
|
(35,419
|
)
|
|
(1,036,928
|
)
|
|||||||
Reclassification to additional paid-in capital at distribution date
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,696
|
|
|
(1,463,099
|
)
|
|
1,409,403
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common stock at the Separation
|
42,176,565
|
|
|
422
|
|
|
—
|
|
|
—
|
|
|
(422
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common stock under incentive stock plans
|
440,364
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
645
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
649
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,695
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,695
|
|
|||||||
Excess tax benefit on stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
266
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
266
|
|
|||||||
Repurchase of common stock
|
(610
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|||||||
Adjustments to tax assets and liabilities associated with the Distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,294
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,294
|
|
|||||||
Common stock dividends ($0.14 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,926
|
)
|
|
—
|
|
|
—
|
|
|
(5,926
|
)
|
|||||||
Balance, December 31, 2014
|
42,616,319
|
|
|
$
|
426
|
|
|
—
|
|
|
—
|
|
|
$
|
62,082
|
|
|
$
|
(21,476
|
)
|
|
$
|
—
|
|
|
$
|
(103,444
|
)
|
|
$
|
(62,412
|
)
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,257
|
|
|
—
|
|
|
—
|
|
|
55,257
|
|
|||||||
Net loss from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,176
|
)
|
|
(6,176
|
)
|
|||||||
Reclassification to additional paid-in capital
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
864
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
864
|
|
|||||||
Issuance of common stock under incentive stock plans
|
258,176
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,832
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,832
|
|
|||||||
Excess tax deficit on stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,558
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,558
|
)
|
|||||||
Repurchase of common stock
|
(2,060
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||||
Common stock dividends ($0.28 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,942
|
)
|
|
—
|
|
|
—
|
|
|
(11,942
|
)
|
|||||||
Balance, December 31, 2015
|
42,872,435
|
|
|
$
|
429
|
|
|
—
|
|
|
—
|
|
|
$
|
70,213
|
|
|
$
|
21,839
|
|
|
$
|
—
|
|
|
$
|
(109,620
|
)
|
|
$
|
(17,139
|
)
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,286
|
|
|
—
|
|
|
—
|
|
|
73,286
|
|
|||||||
Net loss from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(460
|
)
|
|
(460
|
)
|
|||||||
Issuance of preferred stock
|
—
|
|
|
—
|
|
|
1,725,000
|
|
|
17
|
|
|
166,592
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166,609
|
|
|||||||
Issuance of common stock under incentive stock plans
|
422,941
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,217
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,217
|
|
|||||||
Excess tax deficit on stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,228
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,228
|
)
|
|||||||
Repurchase of common stock
|
(33,471
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(388
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(388
|
)
|
|||||||
Common stock dividends ($0.28 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,507
|
)
|
|
—
|
|
|
—
|
|
|
(12,507
|
)
|
|||||||
Preferred stock dividends ($2.11 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,641
|
)
|
|
—
|
|
|
—
|
|
|
(3,641
|
)
|
|||||||
Balance, December 31, 2016
|
43,261,905
|
|
|
433
|
|
|
1,725,000
|
|
|
17
|
|
|
242,402
|
|
|
78,977
|
|
|
—
|
|
|
(110,080
|
)
|
|
211,749
|
|
|
2014
|
||
Allocation of costs from Rayonier (a)
|
$
|
(35,279
|
)
|
Cash receipts received by Rayonier on Company’s behalf
|
472,780
|
|
|
Cash disbursements made by Rayonier on Company’s behalf
|
(484,318
|
)
|
|
Net distribution to Rayonier on Separation
|
(906,200
|
)
|
|
Net liabilities from transfer of assets and liabilities with Rayonier (b)
|
(83,911
|
)
|
|
Net transfers to Rayonier
|
(1,036,928
|
)
|
|
Non-cash adjustments:
|
|
||
Stock-based compensation
|
(3,562
|
)
|
|
Net liabilities from transfer of assets and liabilities with Rayonier (b)
|
83,911
|
|
|
Net payments to Rayonier per the Condensed Consolidated Statements of Cash Flows, prior to Separation
|
$
|
(956,579
|
)
|
(a)
|
Included in the costs allocated to the Company from Rayonier are expense allocations for certain corporate functions historically performed by Rayonier and not allocated to its operating segments. See
Note 2
—
Related Party Transactions
.
|
(b)
|
As a result of the Separation, certain assets and liabilities were transferred to the Company that were not included in the historical financial statements for periods prior to the Separation. These non-cash capital contributions included:
|
•
|
$73.9 million
of disposed operations liabilities (See
Note 14
-
Liabilities for Disposed Operations
for additional information)
|
•
|
$73.8 million
of employee benefit plan liabilities (See
Note 16
-
Employee Benefit Plans
for additional information)
|
•
|
$67.4 million
of deferred tax assets (primarily associated with the liabilities above)
|
•
|
$3.6 million
of other liabilities, net
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
73,286
|
|
|
$
|
55,257
|
|
|
$
|
31,655
|
|
Less: Preferred Stock dividends
|
(5,404
|
)
|
|
—
|
|
|
—
|
|
|||
Net income available for common stockholders
|
$
|
67,882
|
|
|
$
|
55,257
|
|
|
$
|
31,655
|
|
|
|
|
|
|
|
||||||
Shares used for determining basic earnings per share of common stock
|
42,279,811
|
|
|
42,194,891
|
|
|
42,166,629
|
|
|||
Dilutive effect of:
|
|
|
|
|
|
||||||
Stock options
|
—
|
|
|
—
|
|
|
47,073
|
|
|||
Performance and restricted shares
|
422,962
|
|
|
27,968
|
|
|
25,980
|
|
|||
Preferred Stock
|
4,443,048
|
|
|
—
|
|
|
—
|
|
|||
Shares used for determining diluted earnings per share of common stock
|
47,145,821
|
|
|
42,222,859
|
|
|
42,239,682
|
|
|||
Basic earnings per share (not in thousands)
|
$
|
1.61
|
|
|
$
|
1.31
|
|
|
$
|
0.75
|
|
Diluted earnings per share (not in thousands)
|
$
|
1.55
|
|
|
$
|
1.30
|
|
|
$
|
0.75
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Stock options
|
399,012
|
|
|
447,524
|
|
|
229,001
|
|
Restricted stock
|
24,072
|
|
|
220,348
|
|
|
6,282
|
|
Performance shares
|
66,327
|
|
|
3,379
|
|
|
—
|
|
Total
|
489,411
|
|
|
671,251
|
|
|
235,283
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Increase in environmental liabilities for disposed operations (a)
|
$
|
(5,298
|
)
|
|
$
|
(6,930
|
)
|
|
$
|
(70,129
|
)
|
One-time separation and legal costs
|
—
|
|
|
802
|
|
|
(25,680
|
)
|
|||
Increase to environmental liabilities for disposed operations resulting from separation from Rayonier (b)
|
—
|
|
|
—
|
|
|
(18,419
|
)
|
|||
Non-cash impairment charge (c)
|
—
|
|
|
(28,462
|
)
|
|
(7,184
|
)
|
|||
Loss on sale or disposal of property, plant and equipment
|
(2,422
|
)
|
|
(998
|
)
|
|
(2,123
|
)
|
|||
Insurance settlement
|
897
|
|
|
1,000
|
|
|
2,881
|
|
|||
Miscellaneous income (expense)
|
1,139
|
|
|
(681
|
)
|
|
(169
|
)
|
|||
Total
|
$
|
(5,684
|
)
|
|
$
|
(35,269
|
)
|
|
$
|
(120,823
|
)
|
(a)
|
The increase in environmental liabilities for disposed operations in
2016
,
2015
and
2014
of
$5.3 million
,
$6.9 million
and
$70.1 million
, respectively, reflects an increase to the estimates for the assessment, remediation and long-term monitoring and maintenance of the Company’s disposed operations sites over the next
20 years
. See
Note 14
—
Liabilities for Disposed Operations
for additional information.
|
(b)
|
The Company is subject to certain legal requirements relating to the provision of annual financial assurance regarding environmental remediation and post closure care at certain disposed sites. To comply with these requirements, the Company purchased surety bonds from an insurer, with the Company’s repayment obligations (if the bonds are drawn upon) secured by the issuance of a letter of credit by the Company’s revolving credit facility lender. As a result of the Separation and the Company’s obligations to procure financial assurance annually for the foreseeable future, the Company recorded a corresponding increase to liabilities for disposed operations. See
Note 14
—
Liabilities for Disposed Operations
and
Note 18
—
Guarantees
for additional information.
|
(c)
|
In light of the persistent imbalance of supply and demand in the cellulose specialties markets, on July 30, 2015, the Company announced a strategic asset repositioning at its Jesup, Georgia plant to better align its production assets to current market conditions, improve efficiency and restore commodity production throughput to approach historical levels. This repositioning resulted in the abandonment of certain long-lived assets, primarily at the Jesup plant. As a result, the abandoned assets were written down to salvage value and a
$28.5 million
pre-tax, non-cash impairment charge was recorded during the second quarter of 2015. The abandonment led management to conduct an impairment analysis on all long-lived assets being held and used on a combined plant level. Based on the impairment analysis performed, management concluded the assets were recoverable.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
5,516
|
|
|
$
|
(37,561
|
)
|
|
$
|
(42,183
|
)
|
State and other
|
368
|
|
|
197
|
|
|
(305
|
)
|
|||
|
5,884
|
|
|
(37,364
|
)
|
|
(42,488
|
)
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(44,488
|
)
|
|
11,073
|
|
|
34,301
|
|
|||
State and other
|
(711
|
)
|
|
(1,316
|
)
|
|
641
|
|
|||
|
(45,199
|
)
|
|
9,757
|
|
|
34,942
|
|
|||
Changes in valuation allowance
|
—
|
|
|
—
|
|
|
(1,270
|
)
|
|||
Total
|
$
|
(39,315
|
)
|
|
$
|
(27,607
|
)
|
|
$
|
(8,816
|
)
|
|
2016
|
|
2015
|
|
2014
|
|||
U.S. federal statutory income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Domestic manufacturing production deduction (a)
|
—
|
|
|
(4.2
|
)
|
|
(14.4
|
)
|
Cellulosic Biofuel Producer Credit reserve reversal
|
—
|
|
|
—
|
|
|
(11.8
|
)
|
State credits
|
(0.8
|
)
|
|
(0.9
|
)
|
|
(2.9
|
)
|
Nondeductible executive compensation
|
0.6
|
|
|
1.2
|
|
|
2.4
|
|
Research credit adjustment
|
—
|
|
|
—
|
|
|
2.4
|
|
Adjustment to prior tax returns
|
—
|
|
|
—
|
|
|
2.7
|
|
Change in valuation allowance
|
—
|
|
|
—
|
|
|
3.1
|
|
Nondeductible transaction costs
|
—
|
|
|
—
|
|
|
4.0
|
|
Change in state rate
|
—
|
|
|
1.4
|
|
|
—
|
|
Other
|
0.1
|
|
|
0.8
|
|
|
1.3
|
|
Income tax rate as reported
|
34.9
|
%
|
|
33.3
|
%
|
|
21.8
|
%
|
(a)
|
The impact of the manufacturing deduction on the effective tax rate was greater in 2014 due to expenses that reduced pre-tax income but were not currently deductible for income tax purposes. The Company anticipates it will have
no
taxable income for 2016 as a result of higher tax depreciation and a tax accounting method change related to the deductibility of certain repair expenditures. As the manufacturing deduction is limited by taxable income, there is no benefit recognized in the current year.
|
|
2016
|
|
2015
|
||||
Gross deferred tax assets:
|
|
|
|
||||
Pension, postretirement and other employee benefits
|
$
|
71,842
|
|
|
$
|
70,180
|
|
State tax credit carryforwards (a)
|
17,967
|
|
|
16,498
|
|
||
Environmental liabilities
|
54,351
|
|
|
55,945
|
|
||
Capitalized costs
|
10,894
|
|
|
14,088
|
|
||
Federal net operating losses (a)
|
8,951
|
|
|
—
|
|
||
State net operating losses (a)
|
3,102
|
|
|
3,204
|
|
||
Total gross deferred tax assets
|
167,107
|
|
|
159,915
|
|
||
Less: Valuation allowance
|
(20,821
|
)
|
|
(19,702
|
)
|
||
Total deferred tax assets after valuation allowance
|
146,286
|
|
|
140,213
|
|
||
Gross deferred tax liabilities:
|
|
|
|
||||
Accelerated depreciation (b)
|
(92,287
|
)
|
|
(41,006
|
)
|
||
Other
|
(2,753
|
)
|
|
(1,787
|
)
|
||
Total gross deferred tax liabilities
|
(95,040
|
)
|
|
(42,793
|
)
|
||
Net deferred tax asset
|
$
|
51,246
|
|
|
$
|
97,420
|
|
(a)
|
The following relates to tax credit carryforwards and net operating losses as of
December 31, 2016
:
|
|
Gross Amount
|
|
Tax Effected
|
|
Valuation Allowance
|
|
Expiration
|
||||||
State tax credit carryforwards
|
$
|
17,967
|
|
|
$
|
17,967
|
|
|
$
|
17,719
|
|
|
2018 - 2025
|
State net operating losses
|
81,861
|
|
|
3,102
|
|
|
3,102
|
|
|
2016 - 2033
|
|||
Federal net operating losses
|
25,573
|
|
|
8,951
|
|
|
—
|
|
|
2036
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1,
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,767
|
|
Decreases related to prior year tax positions
|
—
|
|
|
—
|
|
|
(4,767
|
)
|
|||
Increases related to prior year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at December 31,
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Taxing Jurisdiction
|
Open Tax Years
|
U.S. Internal Revenue Service
|
2013 - 2016
|
State of Florida
|
2013 - 2016
|
|
December 31, 2014 Liability
|
|
Expenditures
|
|
Increase (Decrease) to Liabilities
|
|
December 31, 2015 Liability
|
|
Expenditures
|
|
Increase (Decrease) to Liabilities
|
|
December 31, 2016 Liability
|
||||||||||||||
Augusta, Georgia
|
$
|
22,207
|
|
|
$
|
(1,187
|
)
|
|
$
|
1,861
|
|
|
$
|
22,881
|
|
|
$
|
(1,206
|
)
|
|
$
|
1,212
|
|
|
$
|
22,887
|
|
Spartanburg, South Carolina
|
18,984
|
|
|
(933
|
)
|
|
(575
|
)
|
|
17,476
|
|
|
(792
|
)
|
|
(4,904
|
)
|
|
11,780
|
|
|||||||
Baldwin, Florida
|
24,528
|
|
|
(838
|
)
|
|
3,270
|
|
|
26,960
|
|
|
(3,019
|
)
|
|
2,831
|
|
|
26,772
|
|
|||||||
Other SWP sites
|
37,397
|
|
|
(1,731
|
)
|
|
226
|
|
|
35,892
|
|
|
(1,495
|
)
|
|
4,799
|
|
|
39,196
|
|
|||||||
Total SWP
|
103,116
|
|
|
(4,689
|
)
|
|
4,782
|
|
|
103,209
|
|
|
(6,512
|
)
|
|
3,938
|
|
|
100,635
|
|
|||||||
Port Angeles, Washington
|
39,913
|
|
|
(1,040
|
)
|
|
532
|
|
|
39,405
|
|
|
(809
|
)
|
|
714
|
|
|
39,310
|
|
|||||||
All other sites
|
13,700
|
|
|
(546
|
)
|
|
1,616
|
|
|
14,770
|
|
|
(2,451
|
)
|
|
646
|
|
|
12,965
|
|
|||||||
Total
|
$
|
156,729
|
|
|
$
|
(6,275
|
)
|
|
$
|
6,930
|
|
|
$
|
157,384
|
|
|
$
|
(9,772
|
)
|
|
$
|
5,298
|
|
|
$
|
152,910
|
|
Less: Current portion
|
(7,241
|
)
|
|
|
|
|
|
(12,034
|
)
|
|
|
|
|
|
(13,781
|
)
|
|||||||||||
Non-Current portion
|
$
|
149,488
|
|
|
|
|
|
|
$
|
145,350
|
|
|
|
|
|
|
$
|
139,129
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Selling, general and administrative expenses
|
$
|
6,330
|
|
|
$
|
8,124
|
|
|
$
|
7,763
|
|
Cost of sales
|
887
|
|
|
1,868
|
|
|
975
|
|
|||
Total stock-based compensation expense
|
$
|
7,217
|
|
|
$
|
9,992
|
|
|
$
|
8,738
|
|
|
2014
|
||
Expected volatility
|
40.1
|
%
|
|
Dividend yield
|
4.2
|
%
|
|
Risk-free rate
|
2.2
|
%
|
|
Expected life (in years)
|
6.3
|
|
|
Fair value per share of options granted
|
$
|
9.31
|
|
Fair value of options granted
|
$
|
90
|
|
|
Stock Options
|
|||||||||||
|
Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1, 2016
|
441,615
|
|
|
$
|
31.67
|
|
|
|
|
|
||
Forfeited
|
(1,435
|
)
|
|
36.55
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Expired
|
(41,168
|
)
|
|
29.81
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
399,012
|
|
|
$
|
31.85
|
|
|
4.2
|
|
$
|
—
|
|
Options vested and expected to vest
|
399,012
|
|
|
$
|
31.85
|
|
|
4.2
|
|
$
|
—
|
|
Options exercisable at December 31, 2016
|
374,702
|
|
|
$
|
31.53
|
|
|
4.0
|
|
$
|
—
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Intrinsic value of options exercised
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
320
|
|
Fair value of options vested
|
$
|
444
|
|
|
$
|
717
|
|
|
$
|
90
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Restricted shares granted
|
598,219
|
|
|
277,298
|
|
|
172,894
|
|
|||
Weighted average price of restricted shares granted
|
$
|
8.03
|
|
|
$
|
20.83
|
|
|
$
|
41.51
|
|
Intrinsic value of restricted stock outstanding
|
$
|
10,326
|
|
|
$
|
3,763
|
|
|
$
|
3,235
|
|
Fair value of restricted stock vested
|
$
|
5,890
|
|
|
$
|
690
|
|
|
$
|
100
|
|
|
Restricted Stock
|
|||||
|
Awards
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at January 1, 2016
|
384,383
|
|
|
$
|
28.41
|
|
Granted
|
598,219
|
|
|
8.03
|
|
|
Forfeited
|
(147,958
|
)
|
|
12.08
|
|
|
Vested
|
(166,745
|
)
|
|
35.45
|
|
|
Outstanding at December 31, 2016
|
667,899
|
|
|
$
|
11.97
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
Performance-Based Stock Units
|
|
Performance-Based Stock Units
|
|
Performance-Based Stock Units
|
|
Performance-Based Restricted Stock
|
||||||||
Common shares of stock reserved for performance shares
|
1,304,419
|
|
|
422,920
|
|
|
95,952
|
|
|
286,737
|
|
||||
Weighted average fair value of performance share units granted
|
$
|
7.79
|
|
|
$
|
17.51
|
|
|
$
|
42.27
|
|
|
$
|
40.41
|
|
Intrinsic value of outstanding performance
share units
|
$
|
8,169
|
|
|
$
|
2,070
|
|
|
$
|
1,070
|
|
|
$
|
3,197
|
|
|
Performance-Based Stock Units
|
|
Performance-Based Restricted Stock
|
||||||||||
|
Awards
|
|
Weighted Average Grant Date Fair Value
|
|
Awards
|
|
Weighted Average Grant Date Fair Value
|
||||||
Outstanding at January 1, 2016
|
211,460
|
|
|
$
|
17.51
|
|
|
141,698
|
|
|
$
|
40.76
|
|
Granted
|
610,100
|
|
|
7.79
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(102,669
|
)
|
|
9.76
|
|
|
—
|
|
|
—
|
|
||
Canceled
|
—
|
|
|
—
|
|
|
(13,660
|
)
|
|
38.07
|
|
||
Outstanding at December 31, 2016
|
718,891
|
|
|
$
|
10.05
|
|
|
128,038
|
|
|
$
|
41.05
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Expected volatility
|
74.3
|
%
|
|
17.3
|
%
|
|
16.9
|
%
|
Risk-free rate
|
1.0
|
%
|
|
1.0
|
%
|
|
0.7
|
%
|
|
Pension
|
|
Postretirement
|
||||||||||||
Change in Projected Benefit Obligation
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Projected benefit obligation at beginning of year
|
$
|
405,033
|
|
|
$
|
409,356
|
|
|
$
|
26,959
|
|
|
$
|
26,568
|
|
Service cost
|
5,225
|
|
|
5,977
|
|
|
808
|
|
|
1,006
|
|
||||
Interest cost
|
15,915
|
|
|
15,228
|
|
|
871
|
|
|
919
|
|
||||
Actuarial loss (gain)
|
7,416
|
|
|
(7,073
|
)
|
|
(940
|
)
|
|
(2,049
|
)
|
||||
Plan amendments (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,321
|
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
335
|
|
|
361
|
|
||||
Benefits paid
|
(19,110
|
)
|
|
(18,455
|
)
|
|
(1,195
|
)
|
|
(1,167
|
)
|
||||
Projected benefit obligation at end of year
|
$
|
414,479
|
|
|
$
|
405,033
|
|
|
$
|
26,838
|
|
|
$
|
26,959
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
266,155
|
|
|
$
|
291,087
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
18,933
|
|
|
(6,627
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
12,276
|
|
|
2,312
|
|
|
860
|
|
|
806
|
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
335
|
|
|
361
|
|
||||
Benefits paid
|
(19,110
|
)
|
|
(18,455
|
)
|
|
(1,195
|
)
|
|
(1,167
|
)
|
||||
Other expense
|
(2,299
|
)
|
|
(2,162
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
275,955
|
|
|
$
|
266,155
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded Status at End of Year:
|
|
|
|
|
|
|
|
||||||||
Net accrued benefit cost
|
$
|
(138,524
|
)
|
|
$
|
(138,878
|
)
|
|
$
|
(26,838
|
)
|
|
$
|
(26,959
|
)
|
|
Pension
|
|
Postretirement
|
||||||||||||
Amounts recognized in the Consolidated Balance Sheets consist of:
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Non-current assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(2,293
|
)
|
|
(2,268
|
)
|
|
(1,340
|
)
|
|
(1,485
|
)
|
||||
Non-current liabilities
|
(136,231
|
)
|
|
(136,610
|
)
|
|
(25,498
|
)
|
|
(25,474
|
)
|
||||
Net amount recognized
|
$
|
(138,524
|
)
|
|
$
|
(138,878
|
)
|
|
$
|
(26,838
|
)
|
|
$
|
(26,959
|
)
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Net (losses) gains
|
$
|
14,101
|
|
|
$
|
(24,950
|
)
|
|
$
|
(49,577
|
)
|
|
$
|
(1,184
|
)
|
|
$
|
759
|
|
|
$
|
(3,807
|
)
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Amortization of losses
|
$
|
11,343
|
|
|
$
|
13,434
|
|
|
$
|
7,620
|
|
|
$
|
238
|
|
|
$
|
676
|
|
|
$
|
597
|
|
Amortization of prior service (credit) cost
|
761
|
|
|
750
|
|
|
1,161
|
|
|
(139
|
)
|
|
(158
|
)
|
|
(265
|
)
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Prior service cost
|
$
|
(3,015
|
)
|
|
$
|
(3,776
|
)
|
|
$
|
(2
|
)
|
|
$
|
27
|
|
Net losses
|
(164,277
|
)
|
|
(161,519
|
)
|
|
(7,121
|
)
|
|
(8,585
|
)
|
||||
Plan amendment
|
—
|
|
|
—
|
|
|
1,644
|
|
|
1,797
|
|
||||
Deferred income tax benefit
|
60,684
|
|
|
59,975
|
|
|
2,007
|
|
|
2,461
|
|
||||
AOCI
|
$
|
(106,608
|
)
|
|
$
|
(105,320
|
)
|
|
$
|
(3,472
|
)
|
|
$
|
(4,300
|
)
|
|
2016
|
|
2015
|
||||
Projected benefit obligation
|
$
|
440,339
|
|
|
$
|
431,992
|
|
Accumulated benefit obligation
|
427,755
|
|
|
417,397
|
|
||
Fair value of plan assets
|
275,955
|
|
|
266,155
|
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
Components of Net Periodic Benefit Cost
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
$
|
5,225
|
|
|
$
|
5,977
|
|
|
$
|
4,099
|
|
|
$
|
808
|
|
|
$
|
1,006
|
|
|
$
|
798
|
|
Interest cost
|
15,915
|
|
|
15,228
|
|
|
11,379
|
|
|
871
|
|
|
919
|
|
|
916
|
|
||||||
Expected return on plan assets
|
(23,320
|
)
|
|
(23,234
|
)
|
|
(18,333
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service (credit) cost
|
761
|
|
|
750
|
|
|
1,161
|
|
|
(139
|
)
|
|
(158
|
)
|
|
(265
|
)
|
||||||
Amortization of losses
|
11,343
|
|
|
13,434
|
|
|
7,620
|
|
|
238
|
|
|
676
|
|
|
597
|
|
||||||
Net periodic benefit cost (a)
|
$
|
9,924
|
|
|
$
|
12,155
|
|
|
$
|
5,926
|
|
|
$
|
1,778
|
|
|
$
|
2,443
|
|
|
$
|
2,046
|
|
(a)
|
A portion of the net periodic benefit cost is recorded in cost of goods sold in the Consolidated Statements of Income.
|
|
Pension
|
|
Postretirement
|
||||
Amortization of loss
|
$
|
11,209
|
|
|
$
|
391
|
|
Amortization of prior service cost
|
761
|
|
|
(151
|
)
|
||
Total amortization of AOCI loss
|
$
|
11,970
|
|
|
$
|
240
|
|
|
Pension
|
|
Postretirement
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Assumptions used to determine benefit obligations at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.88
|
%
|
|
4.03
|
%
|
|
3.71
|
%
|
|
3.85
|
%
|
|
3.98
|
%
|
|
3.65
|
%
|
Rate of compensation increase
|
4.10
|
%
|
|
4.45
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Assumptions used to determine net periodic benefit cost for years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.03
|
%
|
|
3.71
|
%
|
|
4.04
|
%
|
|
3.98
|
%
|
|
3.65
|
%
|
|
4.00
|
%
|
Expected long-term return on plan assets
|
8.50
|
%
|
|
8.50
|
%
|
|
8.50
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase
|
4.10
|
%
|
|
4.45
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
Postretirement
|
||||
|
2016
|
|
2015
|
||
Health care cost trend rate assumed for next year
|
8.00
|
%
|
|
7.00
|
%
|
Rate to which the cost trend is assumed to decline (ultimate trend rate)
|
5.00
|
%
|
|
5.00
|
%
|
Year that ultimate trend rate is reached
|
2026
|
|
|
2019
|
|
|
1 Percent
|
||||||
Effect on:
|
Increase
|
|
Decrease
|
||||
Total of service and interest cost components
|
$
|
179
|
|
|
$
|
(149
|
)
|
Accumulated postretirement benefit obligation
|
1,861
|
|
|
(1,588
|
)
|
|
Percentage of Plan Assets
|
|
Target Allocation Range
|
||||
Asset Category
|
2016
|
|
2015
|
|
|||
Domestic equity securities
|
41
|
%
|
|
41
|
%
|
|
35-45%
|
International equity securities
|
24
|
%
|
|
24
|
%
|
|
20-30%
|
Domestic fixed income securities
|
27
|
%
|
|
27
|
%
|
|
25-29%
|
International fixed income securities
|
5
|
%
|
|
5
|
%
|
|
3-7%
|
Real estate fund
|
3
|
%
|
|
3
|
%
|
|
2-4%
|
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
Fair Value at December 31, 2016
|
||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Mutual funds
|
$
|
76,757
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76,757
|
|
|
|
|
|
|
|
|
|
||||||||
Investments at net asset value:
|
|
|
|
|
|
|
|
||||||||
Common collective trust funds
|
|
|
|
|
|
|
199,198
|
|
|||||||
Total assets at fair value
|
|
|
|
|
|
|
$
|
275,955
|
|
|
Fair Value at December 31, 2015
|
||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Mutual funds
|
$
|
73,882
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
73,882
|
|
|
|
|
|
|
|
|
|
||||||||
Investments at net asset value:
|
|
|
|
|
|
|
|
||||||||
Common collective trust funds
|
|
|
|
|
|
|
192,273
|
|
|||||||
Total assets at fair value
|
|
|
|
|
|
|
$
|
266,155
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||
2017
|
$
|
20,787
|
|
|
$
|
1,340
|
|
2018
|
21,536
|
|
|
1,507
|
|
||
2019
|
22,242
|
|
|
1,445
|
|
||
2020
|
22,844
|
|
|
1,474
|
|
||
2021
|
23,400
|
|
|
1,435
|
|
||
2022 — 2026
|
122,842
|
|
|
7,449
|
|
Financial Commitments
|
Maximum Potential Payment
|
|
Carrying Amount of Liability
|
||||
Standby letters of credit (a)
|
$
|
20,505
|
|
|
$
|
56,334
|
|
Surety bonds (b)
|
56,201
|
|
|
55,199
|
|
||
LTF project (c)
|
82,400
|
|
|
—
|
|
||
Total financial commitments
|
$
|
159,106
|
|
|
$
|
111,533
|
|
(a)
|
The letters of credit primarily provide credit support for surety bonds issued to comply with financial assurance requirements relating to environmental remediation of disposed sites and for credit support of natural gas purchases. The letters of credit will expire during
2017
and will be renewed as required.
|
(b)
|
Rayonier Advanced Materials purchases surety bonds primarily to comply with financial assurance requirements relating to environmental remediation and post closure care and to provide collateral for the Company’s workers’ compensation program. These surety bonds expire at various dates during 2017 and
2019
. They are expected to be renewed annually as required.
|
(c)
|
LTF entered into a construction contract to build its lignin manufacturing facility. The Company is a guarantor under the contract and is jointly and severally liable for payment of costs incurred to construct the facility. In the event of default, the Company expects it would only be liable for its proportional share as a result of an agreement with its venture partner. See
Note 9
—
LignoTech Florida
for more information.
|
|
Operating Leases (a)
|
|
Purchase Obligations (b)
|
||||
2017
|
$
|
1,813
|
|
|
$
|
25,154
|
|
2018
|
1,264
|
|
|
9,612
|
|
||
2019
|
985
|
|
|
5,168
|
|
||
2020
|
591
|
|
|
5,168
|
|
||
2021
|
343
|
|
|
5,168
|
|
||
Thereafter
|
89
|
|
|
49,471
|
|
||
Total
|
$
|
5,085
|
|
|
$
|
99,741
|
|
(a)
|
Operating leases include leases on buildings, machinery and equipment under various operating leases.
|
(b)
|
Purchase obligations primarily consist of payments expected to be made on natural gas, steam energy and wood chips purchase contracts. Obligations reported in the table are estimates and may vary based on changes in actual price and volumes terms.
|
|
Quarter Ended
|
|
Total Year
|
||||||||||||||||
|
March 26
|
|
June 27
|
|
September 26
|
|
December 31
|
|
|||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
217,729
|
|
|
$
|
213,589
|
|
|
$
|
206,540
|
|
|
$
|
230,873
|
|
|
$
|
868,731
|
|
Gross Margin
|
40,238
|
|
|
48,803
|
|
|
50,543
|
|
|
41,689
|
|
|
181,273
|
|
|||||
Operating Income
|
31,920
|
|
|
38,569
|
|
|
41,437
|
|
|
25,721
|
|
|
137,647
|
|
|||||
Net Income
|
20,893
|
|
|
19,340
|
|
|
21,567
|
|
|
11,486
|
|
|
73,286
|
|
|||||
Basic earnings per share
|
0.50
|
|
|
0.46
|
|
|
0.46
|
|
|
0.19
|
|
|
1.61
|
|
|||||
Diluted earnings per share (a)
|
0.49
|
|
|
0.46
|
|
|
0.44
|
|
|
0.18
|
|
|
1.55
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Quarter Ended
|
|
|
||||||||||||||||
|
March 28
|
|
June 27
|
|
September 26
|
|
December 31
|
|
Total Year
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
221,348
|
|
|
$
|
220,892
|
|
|
$
|
257,590
|
|
|
$
|
241,554
|
|
|
$
|
941,384
|
|
Gross Margin
|
36,872
|
|
|
45,021
|
|
|
70,169
|
|
|
50,392
|
|
|
202,454
|
|
|||||
Operating Income
|
23,946
|
|
|
8,585
|
|
|
57,962
|
|
|
29,030
|
|
|
119,523
|
|
|||||
Net Income (Loss)
|
10,521
|
|
|
(312
|
)
|
|
32,291
|
|
|
12,757
|
|
|
55,257
|
|
|||||
Basic earnings per share
|
0.25
|
|
|
(0.01
|
)
|
|
0.77
|
|
|
0.30
|
|
|
1.31
|
|
|||||
Diluted earnings per share
|
0.25
|
|
|
(0.01
|
)
|
|
0.76
|
|
|
0.30
|
|
|
1.30
|
|
(a)
|
Basic and diluted earnings per share included the impact of dividends on the Company’s Preferred Stock for the quarter ended September 26, 2016 and the quarter and year ended December 31, 2016. As a result of the impact of the Preferred Stock in the third and fourth quarters of 2016, quarterly diluted EPS does not crossfoot to full-year diluted EPS. See
Note 10
—
Stockholders' Equity (Deficit)
for additional information.
|
Description
|
Balance at Beginning of Year
|
|
Charged to Cost and Expenses
|
|
Deductions
|
|
Balance at End of Year
|
||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2016
|
$
|
151
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
151
|
|
Year ended December 31, 2015
|
151
|
|
|
—
|
|
|
—
|
|
|
151
|
|
||||
Year ended December 31, 2014
|
140
|
|
|
11
|
|
|
—
|
|
|
151
|
|
||||
Allowance for sales returns (a):
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2016
|
$
|
—
|
|
|
$
|
523
|
|
|
$
|
—
|
|
|
$
|
523
|
|
Deferred tax asset valuation allowance:
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2016
|
$
|
19,702
|
|
|
$
|
1,119
|
|
|
$
|
—
|
|
|
$
|
20,821
|
|
Year ended December 31, 2015
|
20,517
|
|
|
—
|
|
|
(815
|
)
|
|
19,702
|
|
||||
Year ended December 31, 2014
|
24,588
|
|
|
—
|
|
|
(4,071
|
)
|
|
20,517
|
|
||||
Self-insurance liabilities:
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2016
|
$
|
589
|
|
|
$
|
291
|
|
|
$
|
(452
|
)
|
|
$
|
428
|
|
Year ended December 31, 2015 (b)
|
1,947
|
|
|
(734
|
)
|
|
(624
|
)
|
|
589
|
|
||||
Year ended December 31, 2014
|
—
|
|
|
2,361
|
|
|
(414
|
)
|
|
1,947
|
|
(a)
|
An allowance for sales returns was not required for the years ended
December 31, 2015
and
2014
.
|
(b)
|
The decrease in the self-insurance liabilities relates to an adjustment based on an annual actuarial review.
|
|
|
Rayonier Advanced Materials Inc.
|
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/ F
RANK
A. R
UPERTO
|
|
|
Frank A. Ruperto
Chief Financial Officer and
Senior Vice President, Finance and Strategy
(Duly Authorized Officer and Principal Financial Officer)
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ PAUL G. BOYNTON
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
February 24, 2017
|
|
Paul G. Boynton
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
/s/ FRANK A. RUPERTO
|
|
Chief Financial Officer and Senior Vice President, Finance and Strategy
|
|
February 24, 2017
|
|
Frank A. Ruperto
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
|
/s/ JOHN P. CARR
|
|
Chief Accounting Officer and Vice President, Controller
|
|
February 24, 2017
|
|
John P. Carr
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Lead Director
|
|
|
|
C. David Brown, II
|
|
|
|
|
|
*
|
|
Director
|
|
|
|
Charles E. Adair
|
|
|
|
|
|
*
|
|
Director
|
|
|
|
DeLyle W. Bloomquist
|
|
|
|
|
|
*
|
|
Director
|
|
|
|
Mark E. Gaumond
|
|
|
|
|
|
*
|
|
Director
|
|
|
|
James F. Kirsch
|
|
|
|
|
|
*
|
|
Director
|
|
|
|
Lisa M. Palumbo
|
|
|
|
|
|
*
|
|
Director
|
|
|
|
Thomas I. Morgan
|
|
|
|
|
|
*
|
|
Director
|
|
|
|
Ronald Townsend
|
|
|
|
|
|
|
|
|
|
|
*By:
|
/s/ F
RANK
A. R
UPERTO
|
|
|
|
|
|
Frank A. Ruperto
(Attorney-In-Fact)
|
|
|
|
February 24, 2017
|
i.
|
in connection with the performance of your duties on behalf of the Company, committing an illegal act, including but not limited to embezzlement or misappropriation of Company funds, or your willful failure to comply with the material policies and procedures of the Company as determined by the Committee;
|
ii.
|
except for actions taken on behalf of the Company, directly or indirectly engaging in or assisting others in soliciting, persuading, hiring, recruiting, or attempting to persuade, solicit, hire or recruit, any person employed by or under contract with, the Company (or who was employed by or under contract with the Company in the six-month period prior to the date of any such prohibited contact); or
|
iii.
|
engaging in any business, services or activities whatsoever, whether as an employee, director, consultant, advisor, agent, partner or joint venturer, sole proprietor, investor or stockholder, for or on behalf of, a business or enterprise engaged in researching, developing, manufacturing, distributing, marketing and/or selling dissolving wood pulp, including specialty fibers used in chemical applications, anywhere in the world(the foregoing being referred to as the "
Non-Competition Restriction
"). The Non-Competition Restriction shall not apply, in each case, (1) to the extent of your status as a mere stockholder holding less than one percent (1%) of the outstanding shares of any such entity whose shares are listed and posted for trading on a recognized public stock exchange), or (2) if waived in a writing signed by the most senior human resources executive of the Company, which waiver shall be granted or denied in the Company’s sole and absolute discretion;
provided, however
, that in the event your employment with the Company is involuntarily terminated for reasons other than cause (as determined by the Committee), approval of a request for a waiver, if made by you, shall not be unreasonably withheld. The Company will provide a response to any such waiver request with fifteen (15) days of receipt.
|
|
Key Employee
|
|
|
|
|
|
Name
|
|
|
|
|
|
Date
|
|
|
|
|
|
FOR THE COMPANY:
|
|
|
|
|
|
Senior Vice President
|
|
|
|
|
|
Date
|
|
(i)
|
with respect to Award Shares received by you, in the case of shares of stock, an amount equal to (a) the number of shares before taxes multiplied by the greater of (1) the closing price per share on the primary stock exchange on which the shares traded on the date you received them, or (2) if the shares have been sold, the selling price per share (and only in the case of the “buy and hold” exercise of an option awarded under the Plan,
less
the option strike price), plus (b) the Associated Return, and
|
(ii)
|
in the case of cash received by you as a result of the “cashless” exercise of options awarded under the Plan, an amount equal to the cash actually received by you before taxes in respect of the options exercised;
|
i.
|
in connection with the performance of your duties on behalf of the Company, committing an illegal act, including, but not limited to, embezzlement or misappropriation of Company funds, or willfully failing to comply with the policies and procedures of the Company as determined by the Committee;
|
ii.
|
except for actions taken on behalf of the Company, directly or indirectly, engaging in or assisting others in soliciting, persuading, hiring, recruiting, or attempting to solicit, persuade, hire or recruit, any person employed by or under contract with the Company (or who was employed by or under contract with the Company in the six-month period preceding the date of such prohibited contact); or
|
iii.
|
engaging in any business, services or activities whatsoever, whether as an employee, director, consultant, advisor, agent, partner, joint venturer, sole proprietor, investor or stockholder, for or on behalf of, a business or enterprise engaged in researching, developing, manufacturing, distributing, marketing and/or selling dissolving wood pulp, including specialty fibers used in chemical applications, anywhere in the world (the foregoing being referred to as the “
Non-Competition Restriction
”). You agree and understand the Company competes on a worldwide basis, having sales offices internationally that cover geographic areas all over the world, sells the majority of its volume outside the United States, and has multiple foreign competitors, and that this Non-Competition Restriction shall apply worldwide because, for all of these and other reasons, the disclosure of the Company’s Confidential Information would be competitively harmful to the Company. The Non-Competition Restriction shall not apply, in each case, (1) to the extent of your status as a mere stockholder holding less than one percent (1%) of the outstanding shares of any such entity whose shares are listed and posted for trading on a recognized public stock exchange, or (2) if waived in a writing signed by the Company’s General Counsel, which waiver shall be granted or denied in the Company’s sole and absolute discretion;
provided, however
, that, in the event your employment with the Company is involuntarily terminated for reasons other than cause (as determined by the Committee), approval of a request for a waiver made by you shall not be unreasonably withheld. The Company will provide a response to any such waiver request with fifteen (15) days of receipt. Such a waiver by the Company’s General Counsel shall not operate or be construed as a waiver of (i) any other condition of or the Company’s rights under these Supplemental Terms; or (ii) subsequent breach by you.
|
|
Key Employee
|
|
|
|
|
|
Name
|
|
|
|
|
|
Date
|
|
|
|
|
|
FOR THE COMPANY:
|
|
|
|
|
|
Senior Vice President
|
|
|
|
|
|
Date
|
|
(i)
|
with respect to Award Shares received by you, in the case of shares of stock, (x) the return of all Award Shares received and continued to be held by you, less any Award Shares you have previously sold to pay taxes on such award, plus (y) if some or all of such Award Shares have been sold by you (exclusive of the amount sold to pay taxes on such reward), an amount equal to (a) the number of Award Shares you have sold (exclusive of the amount sold to pay taxes on such award) multiplied by the selling price per share (and, only in the case of the “buy and hold” exercise of an option awarded under the Plan,
less
the option strike price), plus (b) the Associated Return, and
|
(ii)
|
in the case of cash received by you as a result of the “cashless” exercise of options awarded under the Plan, an amount equal to the cash actually received by you before taxes in respect of the options exercised;
|
•
|
The ROIC performance will be calculated and payout levels will be determined per the following table for the program. The interpolative table for 2018 and 2019 will be published at the time the objective is communicated.
|
ROIC Level for 2017
|
Award (Expressed as a Percent of Target
|
|
|
|
|
Left blank intentionally. Will be completed when objectives are approved and communicated.
|
|
|
|
|
|
|
|
•
|
Payment, if any, will be made in RYAM stock, and may be reduced, to the extent allowed under applicable regulations, by the number of shares of stock equal in value to the amount needed to cover associated tax liabilities.
|
•
|
Dividend equivalents and interest will be paid in cash on the number of RYAM shares of stock earned under the Program.
|
•
|
Dividend equivalents and interest will be calculated by taking the dividends paid on one share of RYAM stock during the performance period times the number of shares of stock awarded at the end of the period. Interest on such dividends will be earned at a rate equal to the prime rate as reported in the Wall Street Journal, adjusted and compounded annually; from the date such cash dividends were paid by the Company.
|
•
|
Total Awards will be valued on March 1 following the end of the three year performance period using the average of the closing price of the ten trading days preceding this date. Awards, including dividends and interest, will be distributed to participants as soon as practicable following the valuation date.
|
•
|
Target awards will be prorated in cases of retirement, death, or disability in accordance with Plan provisions.
|
•
|
The following will be excluded from the ROIC calculation:
|
◦
|
Additional impact of accounting expense associated with the plan
|
◦
|
Unusual non-recurring income and expense items defined as below.
|
▪
|
business acquisition costs
|
▪
|
environmental liability adjustments in excess of LRP amounts
|
▪
|
restructuring and impairment charges
|
▪
|
bond repurchases gains or losses
|
▪
|
financing issuance costs
|
▪
|
changes in accounting methods or principals different than those assumed in the LRP
|
◦
|
Results of material business acquisitions not included in the calculation of the target ROIC amounts above will be excluded in the year of the acquisition but included in the calculations for the remaining years of the program
|
TSR Ranking
|
Modifier
|
Below the 25
th
percentile
|
Results are reduced by 25%
|
Greater than or equal to the 25
th
percentile but less than the 75
th
percentile
|
Results are not modified
|
Greater than or equal to the 75
th
percentile
|
Results are increased by 25%
|
1.
|
Purpose
|
2.
|
Covered Employees
|
3.
|
Upon a Qualifying Termination
|
A.
|
Qualifying Termination
. If, within two years following a Change in Control, (a) an Executive terminates his or her full time employment for Good Reason, or (b) the Company terminates an Executive’s full time employment, the Executive shall be provided Scheduled Severance Pay and Additional Severance (collectively, “
Separation Benefits
”) in accordance with the terms of this Plan, except that Separation Benefits shall not be payable where Executive:
|
•
|
is terminated for Cause;
|
•
|
voluntarily resigns (including normal retirement), other than for Good Reason;
|
•
|
voluntarily fails to return from an approved leave of absence (including a medical leave of absence); or
|
•
|
terminates employment as a result of Executive’s death or Disability.
|
B.
|
Definitions Related to Qualifying Termination
. For purposes of this Section 3, the following terms have the indicated definitions:
|
4.
|
Plan Benefits
|
A.
|
An Executive’s “
Scheduled Severance Pay
” is the product of the Executive’s Base Pay times the Executive’s Applicable Tier Multiplier.
|
B.
|
An Executive’s “
Additional Severance
” is the sum of the Executive’s Benefits Continuation Amount, calculated as provided in
Section 4C
below, and the Executive’s Bonus Severance, calculated as provided in this
Section 4B
.
|
(i)
|
An Executive’s “
Bonus Severance
” is the product of the Executive’s Applicable Bonus times the Executive’s Applicable Tier Multiplier, together with an additional amount equal to the Executive’s Current Pro-rata Bonus.
|
(1)
|
An Executive’s “
Applicable Bonus
” is the greatest of (A) the highest bonus amount actually paid to the Executive under the Rayonier Advanced Materials annual incentive bonus plan (the “
Bonus Plan
”) in the three year period comprised of the year of the Qualifying Termination and the two immediately preceding calendar years, (B) the Executive’s Target Bonus Award under the Bonus Plan for the year in which the Change in Control takes place or (C) the Executive’s Target Bonus Award under the Bonus Plan in the year of Qualifying Termination. The Executive’s Applicable Bonus shall be determined without regard to any election the Executive may have made to defer receipt of all or any portion thereof as if there had been no deferral election in effect.
|
(2)
|
An Executive’s “
Current Pro-rata Bonus
” is equal to the product of the Executive’s Applicable Bonus times a fraction the numerator of which is the number of months or portion thereof lapsed in the then current year prior to the Qualifying Termination and the denominator of which is twelve.
|
C.
|
Benefits Continuation Amounts
. The Executive’s Benefits Continuation Amount is the sum of the Executive’s Retirement Savings Adjustment and Other Benefits Adjustment. The Executive’s Retirement Savings Adjustment shall be in addition to amounts to which Executive is entitled under the Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., the Retirement Plan for Salaried Employees of ITT Corporation, the Rayonier Advanced Materials Investment and Savings Plan for Salaried Employees and the Supplemental Plans (collectively, the “
Retirement Plans
”), in effect on the Effective Date of the Qualifying Termination. (Capitalized terms in this
Section 4C
that are not otherwise defined here or elsewhere in this Plan shall have the meaning ascribed to them in the applicable Retirement Plans.)
|
(i)
|
An Executive’s “
Retirement Savings Adjustment
” is an amount equal to the excess of (X) over (Y), where (X) is the “
Equivalent Actuarial Value
” of the benefit to which Executive would have been entitled under the terms of the Retirement Plans, without regard to “vesting” thereunder, had Executive accumulated an additional 3 years of eligibility service as a fully vested participant in the Retirement Plans and an additional 3 years of benefit service in all the Retirement Plans other than the Retirement Plan for Salaried Employees of ITT Corporation and the ITT Supplemental Plans and as if Executive were 3 years older, solely for purposes of benefit eligibility and determining the amount of reduction in benefit on account of payment commencing prior to the Executive’s normal retirement date, and by defining Executive’s “
Final Average Compensation
” as equal to the greater of Executive’s Base Pay on the Effective Date of Executive’s Qualifying Termination or Executive’s Final Average Compensation as determined under the terms of the Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., and (Y) is the Equivalent Actuarial Value of the amounts otherwise actually payable to Executive under the Retirement Plans. The Equivalent Actuarial Value shall be determined using the same assumptions utilized under the Rayonier Advanced Materials Inc. Excess Benefit Plan upon the date of payment of the Benefits Continuation Amount and based on Executive’s age on such date.
|
(ii)
|
Other Benefits Adjustment
. The “
Other Benefits Adjustment
” is an amount equal to the sum of the Medical Benefits Payment, the Executive Tax Services Payment and the Outplacement Services, determined as provided in subsections (1) - (3) below.
|
(1)
|
An Executive’s “
Medical Benefits Payment
” is the product of the employer contribution component of the health and welfare plans maintained for the Executive as of the Change in Control under the applicable employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) maintained by the Company for the benefit of the Company’s employees at such date, times the Executive’s Applicable Tier Multiplier, discounted for present value applying a 4% discount rate.
|
(2)
|
An Executive’s “
Executive Tax Services Payment
” means $10,000 in the case of a Tier II Executive and, in the case of a Tier I Executive, the amount that otherwise would be payable for one year under the Company’s Senior Executive Tax Plan (or any successor thereto), as applicable to the Executive immediately prior to the Change in Control, together with an amount equal to any Senior Executive Tax Plan benefits accrued but unpaid as of the Effective Date of the Qualifying Termination.
|
(3)
|
“
Outplacement Services
” means the cost of outplacement services, the scope and provider of which shall be selected by Executive in his or her sole discretion, for a period not to extend beyond twelve (12) months after the Effective Date of Executive’s Qualifying Termination, in an amount not to exceed $30,000 in the aggregate.
|
D.
|
Equity Benefits
. Company shall provide to Executive the following additional benefits upon a Qualifying Termination of the Executive, to the extent not actually provided under an Applicable Incentive Stock Plan of the Company (collectively, the “
Equity Benefits
”). Terms used in this
Section 4D
not otherwise defined in this Plan shall have the meaning assigned in the Applicable Incentive Stock Plan.
|
(i)
|
Options
. The Company shall cause all of the options to purchase the Common Shares of the Company (“
Stock Options
”) granted to Executive prior to the Qualifying Termination by the Company to become immediately exercisable in full in accordance with the terms of the Applicable Incentive Stock Plan pursuant to which they were issued (provided that no Stock Option shall be exercisable after the termination date of such Stock Option).
|
(ii)
|
Restricted Stock
. The Company shall (a) cause Executive to immediately vest in all outstanding shares of Restricted Stock that were the subject of an Award under the Applicable Incentive Stock Plan, which Restricted Stock is held by or for the benefit of the Executive immediately prior to the Qualifying Termination without any remaining restrictions other than those imposed by applicable securities laws, and (b) issue stock certificates in respect thereof to Executive without a restrictive legend.
|
(iii)
|
Restricted Stock Units
. The Company shall cause all unvested Restricted Stock Units granted to Executive prior to the Qualifying Termination by the Company to become immediately vested and to be settled in accordance with the terms of the Applicable Incentive Stock Plan.
|
(iv)
|
Performance Share Awards
. In the event of a Qualifying Termination, Awards of “
Performance Shares
” under all “
Performance Share Award Programs
” shall be settled as follows: (a) with respect to any Award for which the applicable Performance Period is more than 50% completed, the Performance Period shall be deemed to end as of the date of the Qualifying Termination and the Executive shall receive the greater of (1) the result obtained by applying the share price at the closing of the transaction causing the Change in Control for purposes of measuring Company performance with that of the comparison group at that time under the applicable program, and (2) the Award at 100% of target performance under the applicable program; and (b) with respect to any Award as to which the applicable Performance Period is not more than 50% completed, the Executive shall receive the Award at 100% of target performance under the applicable program.
|
(v)
|
Coordination with Incentive Stock Plans
. Any amounts paid or payable hereunder shall be an offset against amounts otherwise due from the Company under the Applicable Incentive Stock Plan in respect of the same Award covered herein.
|
(vi)
|
Coordination with Section 409A
. If at any time the payment of an Equity Benefit would be deemed to be payable to an Executive as a result of the Executive’s Separation from Service, payment of such Equity Benefit shall not be made earlier than the end of the Separation Delay Period where on the date of the Separation from Service the Executive was a Specified Employee; provided that, such delay in payment shall not apply to any portion of the Equity Benefit that is excepted from such delay under the Code Section 409A Rules as a Short-Term Deferral, Separation Pay or otherwise. It is the intention that all payments under this Plan be excluded from penalties under the Code Section 409A Rules.
|
5.
|
Dispute Resolution
|
A.
|
In the event any dispute arises between Executive and the Company as to the validity, enforceability and/or interpretation of any right or benefit afforded by this Plan, at Executive’s option such dispute shall be resolved by binding arbitration proceedings in accordance with the rules of the American Arbitration Association. The arbitrators shall presume that the rights and/or benefits afforded by this Plan which are in dispute are valid and enforceable and that Executive is entitled to such rights and/or benefits. The Company shall be precluded from asserting that such rights and/or benefits are not valid, binding and enforceable and shall stipulate before such arbitrators that the Company is bound by all the provisions of this Plan. The burden of overcoming by clear and convincing evidence the presumption that Executive is entitled to such rights and/or benefits shall be on the Company. The results of any arbitration shall be conclusive on both parties and shall not be subject to judicial interference or review on any ground whatsoever, including without limitation any claim that the Company was wrongfully induced to enter into this agreement to arbitrate such a dispute.
|
B.
|
In the event Executive is required to defend in any legal action or other proceeding the validity or enforceability of any right or benefit afforded by this Plan, the Company will pay any and all actual legal fees and expenses incurred by such Executive regardless of the outcome of such action and, if requested by Executive, shall (within two business days of such request) advance such expenses to Executive. The Company shall be precluded from asserting in any judicial or other proceeding commenced with respect to any right or benefit afforded by this Plan that such rights and benefits are not valid, binding and enforceable and shall stipulate in any such proceeding that the Company is bound by all the provisions of this Plan.
|
C.
|
Amounts payable by the Company under this
Section 5
shall in the first instance be paid by the trustee under the trust established by that certain Trust Agreement, known as the “
Legal Resources Trust
”, to the extent such amounts were previously transferred by the Company to the trustee of the Legal Resources Trust.
|
6.
|
Covenants of Executive
|
A.
|
As a condition to the receipt of a designated portion of the Plan Benefits otherwise payable hereunder in cash (such portion, the “
Covenant Amount
”) and in consideration thereof, Executive shall be deemed to have made and be bound by the “
Change in Control Covenants
” (defined below), which at the request of the Company shall be acknowledged by Executive in a simple declarative statement “I hereby confirm that I am bound by the Change in Control Covenants” attested to in writing by the Executive. The Covenant Amount shall be equal to so much of the identified amount payable in cash as the Company shall designate in a written notice to Executive given within thirty (30) days of the Qualifying Termination; provided that, the Covenant Amount shall not exceed an amount equal to the Base Pay of Executive immediately before the Qualifying Termination multiplied by the Executive’s Applicable Tier Multiplier and determined by the Company in good faith to be reasonable compensation for the Change in Control Covenants. For the sake of clarity, the Covenant Amount shall not be an additional payment beyond the Plan Benefits provided for under this Plan; rather, a portion of the Plan Benefits that the Executive is otherwise entitled to receive hereunder shall be allocated as the Covenant Amount; and provided further that, an Executive who receives any Plan Benefit under this Plan shall make, and will be bound by, the Change in Control Covenants.
|
B.
|
The Executive’s “
Change in Control Covenants
” are the Non-compete Covenants and the Confidentiality Covenants as set forth in this
Section 6B
.
|
(i)
|
Non-compete Covenants
. For a period equal to one year following a Qualifying Termination (the “
Covenant Period
”), Executive covenants that Executive shall not, without the prior authorization of the Company (which shall not be unreasonably withheld):
|
(1)
|
accept or maintain employment with, or act as a principal of, or advisor or consultant to, or otherwise act as an agent of, any person, firm, corporation or other entity that competes directly with Company immediately before the Qualifying Termination; or
|
(2)
|
solicit any client having a relationship with the Company to terminate or reduce in a way materially adverse to the Company any relationship such client has with the Company; or
|
(3)
|
solicit for employment any individual that was employed by the Company within sixty (60) days preceding the Qualifying Termination and who was employed by the Company during the Covenant Period and within sixty (60) days prior to such solicitation; or
|
(4)
|
except as permitted or compelled by law, orally or in writing, disparage, demean or deprecate the Company or any products of the Company.
|
(ii)
|
Confidentiality Covenants
. While employed by the Company following the Change in Control, and for a period of two (2) years following a Qualifying Termination (the “
Confidential Information Period
”), Executive covenants that Executive shall not disclose or make available to any person or entity any “Confidential Information” (as defined below) and shall not use or cause to be used any Confidential Information for any purpose other than fulfilling Executive’s employment obligations to the Company, without the express prior written authorization of the Company. For this purpose, “
Confidential Information
” means all information about the Company relating to any of its products or services or any phase of operations, including, without limitation, Trade Secrets (as defined below), business plans and strategies, know-how, contracts, financial statements, pricing strategies, costs, customers and potential customers, vendors and potential vendors, marketing and distribution information, business results, software, hardware, databases, processes, procedures, technologies, designs, inventions, concepts, ideas, and methods not generally known through legitimate means to any of its competitors with which Executive became acquainted during the term of employment by the Company. “
Trade Secrets
” are all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing.
|
(iii)
|
Certain Public Company Employment
. Executive will not be considered to have violated the covenant in Section 6B(i)(1) above by employment with a public company that competes with the Company as long as no competing division of the public company reports to Employee.
|
C.
|
Remedies Limited to Equitable Relief
. By accepting payment of the Covenant Amount, Executive shall be deemed (a) to have acknowledged that in the event Executive breaches any of the Change in Control Covenants, the damages to the Company would be irreparable and that the Company shall have the right to seek injunctive and/or other equitable relief in any court of competent jurisdiction to enforce the Change in Control Covenants and (b) to have consented to the issuance of a temporary restraining order to maintain the status quo pending the outcome of any proceeding. The foregoing shall be the exclusive remedy of the Company for a breach of the Change in Control Covenants and under no circumstances shall the Company be entitled to seek return of all or any portion of the Covenant Amount or of any other amount payable hereunder, nor shall the Company be awarded or accept monetary damages for any such breach.
|
7.
|
Section 280G Cutback
|
A.
|
Notwithstanding any provision of this Plan to the contrary, in the event that the payments and other benefits payable under this Plan or otherwise payable to the Executive under any other plan, program, arrangement, or agreement maintained by the Company or one of its affiliates (i) would constitute an “excess parachute payment” (as defined under Code Section 280G ) and (ii) would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and other benefits shall be payable either (x) in full or (y) in a reduced amount that would result in no portion of such payments and other benefits being subject to the excise tax imposed under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state, and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by such Executive on an after-tax basis, of the greatest amount of severance benefits under this Plan or otherwise, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code.
|
B.
|
The determination of whether it is necessary to decrease a payment or benefit to be paid under this Plan must be made in good faith by a nationally recognized certified public accounting firm (the “
Accounting Firm
”) selected by the Company. This determination will be conclusive and binding upon the Executive and the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). The Company shall bear all fees of the Accounting Firm. If a reduction is necessary, the Executive will have the right to designate the particular payment or benefit to be reduced or eliminated so that no portion of the payment or benefit to be paid to the Executive will be an excess parachute payment subject to the deduction limits under Section 280G of the Code and the excise tax under Section 4999. However, no payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409-1(b)(1) after giving effect to the exemptions in Treasury Regulation Sections 1.409-1(b)(3) through (b)(12)) may be reduced to the extent that a reduction can be made to any payment or benefit that is not “deferred compensation.”
|
8.
|
Definitions
|
9.
|
Release
|
10.
|
Su
ccessor to Company
|
11.
|
Administration of Plan/Coordination with Severance Trust
|
12.
|
Claims Procedure
|
13.
|
Termination or Amendment
|
14.
|
Plan Supersedes Prior Plans
|
15.
|
Unfunded Plan Status
|
16.
|
Miscellaneous
|
17.
|
Adoption Date and Amendment
|
1-5
|
RELATED EMPLOYERS:
Is the Employer part of a group of Related Employers (as defined in Section 1.120 of the Plan)?
|
þ
|
Yes
|
¨
|
No
|
2-5
|
FROZEN PLAN
: Check this AA §2-5 if the Plan is a frozen Plan to which no contributions will be made.
|
¨
|
This Plan is a frozen Plan effective
. (See Section 3.02(a)(7) of the Plan.)
|
2-6
|
MULTIPLE EMPLOYER PLAN:
Is this Plan a Multiple Employer Plan as defined in Section 1.82 of the Plan? (See Section 16.07 of the Plan for special rules applicable to Multiple Employer Plans.)
|
3-1
|
ELIGIBLE EMPLOYEES:
In addition to the Employees identified in Section 2.02 of the Plan, the following Employees are excluded from participation under the Plan with respect to the contribution source(s) identified in this AA §3-1. See Sections 2.02(e) and (f) of the Plan for rules regarding the effect on Plan participation if an Employee changes between an eligible and ineligible class of employment.
|
Deferral
|
Match
|
ER
|
|
¨
|
¨
|
¨
|
(a)No exclusions
|
þ
|
þ
|
þ
|
(b)Collectively Bargained Employees
|
þ
|
þ
|
þ
|
(c)Non-resident aliens who receive no compensation from the Employer which constitutes U.S. source income
|
þ
|
þ
|
þ
|
(d)Leased Employees
|
þ
|
þ
|
þ
|
(e)Employees paid on an hourly basis
|
¨
|
¨
|
¨
|
(f)Employees paid on a salaried basis
|
¨
|
¨
|
¨
|
(g)Commissioned Employees
|
¨
|
¨
|
¨
|
(h)Highly Compensated Employees
|
¨
|
¨
|
¨
|
(i)Key Employees
|
¨
|
¨
|
¨
|
(j)Non-Key Employees who are Highly Compensated
|
þ
|
þ
|
þ
|
(k)Other:
interns and contingent workers
|
3-2
|
EMPLOYEES OF AN EMPLOYER ACQUIRED AS PART OF A CODE §410(b)(6)(C) TRANSACTION.
An Employee acquired as part of a Code §410(b)(6)(C) transaction will become an Eligible Employee as of the date of the transaction (unless otherwise excluded under AA §3-1 or this AA §3-2). (See Section 2.02(d) of the Plan.)
|
¨
(a)
|
Employees of an Employer acquired as part of a Code §410(b)(6)(C) transaction will not become an Eligible Employee until after the expiration of the transition period described in Code §410(b)(6)(C)(ii) (i.e., the period beginning on the date of the transaction and ending on the last day of the first Plan Year beginning after the date of the transaction). (See Section 2.02(d) of the Plan.)
|
¨
(b)
|
All Employees of any Employer acquired as part of a Code §410(b)(6)(C) transaction are excluded.
|
¨
(c)
|
The following acquired Employees are excluded/included under the Plan:
|
¨
(d)
|
Describe any special rules that apply for purposes of applying the rules under this AA §3-2:
|
4-1
|
ELIGIBILITY REQUIREMENTS - MINIMUM AGE AND SERVICE:
An Eligible Employee (as defined in AA §3-1) who satisfies the minimum age and service conditions under this AA §4-1 will be eligible to participate under the Plan as of his/her Entry Date (as defined in AA §4-2 below).
|
(a)
|
Service Requirement.
An Eligible Employee must complete the following minimum service requirements to participate in the Plan. If a different minimum service requirement applies for the same contribution type for different groups of Employees or for different contribution formulas, such differences may be described below.
|
Deferral
|
Match
|
ER
|
|
¨
|
¨
|
¨
|
(1)There is no minimum service requirement for participation in the Plan.
|
¨
|
¨
|
¨
|
(2)One Year of Service (as defined in Section 2.03(a)(1) of the Plan and AA §4-3).
|
¨
|
¨
|
¨
|
(3)The completion of at least
[
cannot exceed 1,000
] Hours of Service during the first
[
cannot exceed
12] months of employment or the completion of a Year of Service (as defined in AA §4-3), if earlier.
¨
(i)An Employee who completes the required Hours of Service satisfies eligibility at the end of the designated period, regardless if the Employee actually works for the entire period.
¨
(ii)An Employee who completes the required Hours of Service must also be employed continuously during the designated period of employment. See Section 2.03(a)(2) of the Plan for rules regarding the application of this subsection (ii).
|
¨
|
¨
|
¨
|
(4) The completion of
[
cannot exceed 1,000
] Hours of Service during an Eligibility Computation Period. [
An Employee satisfies the service requirement immediately upon completion of the designated Hours of Service rather than at the end of the Eligibility Computation Period.
]
|
¨
|
¨
|
¨
|
(5)Full-time Employees are eligible to participate as set forth in subsection (i). Employees who are “part-time” Employees must complete a Year of Service (as defined in AA §4-3). For this purpose, a full-time Employee is any Employee not defined in subsection (ii).
(i)Full-time Employees must complete the following minimum service requirements to participate in the Plan:
¨
(A)There is no minimum service requirement for participation in the Plan.
¨
(B)The completion of at least
[
cannot exceed 1,000
]
Hours of Service during the first
[
cannot exceed 12
]
months of employment or the completion of a Year of Service (as defined in AA §4-3), if earlier.
¨
(C)Under the Elapsed Time method as defined in AA §4-3 below.
¨
(D)Describe:
[
Note:
Any conditions provided under (D) must satisfy the requirements of Code §410(a).
]
(ii)Part-time Employees must complete a Year of Service (as defined in AA §4-3). For this purpose, a part-time Employee is any Employee (including a temporary or seasonal Employee) whose normal work schedule is less than:
¨
(A)
hours per week.
¨
(B)
hours per month.
¨
(C)
hours per year.
|
N/A
|
¨
|
¨
|
(6)Two (2) Years of Service. [
Full and immediate vesting must be chosen under AA §8-2.
]
|
¨
|
¨
|
¨
|
(7)Under the Elapsed Time method as defined in AA §4-3 below.
|
þ
|
þ
|
þ
|
(8)Describe eligibility conditions:
There is no minimum service requirement for participation in the Plan. For Participants enrolled via the Automatic Contribution Arrangement feature, the automatic enrollment shall be effective as of the first day of the first Pay period that occurs on or after the 30th day following the date on which the Employee (or rehired Employee) is provided notice of such automatic enrollment by the Plan Administrator.
|
¨
|
¨
|
¨
|
Describe eligibility conditions:
|
|
|
|
[Note: Any conditions on eligibility must satisfy the requirements of Code §410(a). An eligibility condition under this AA §4-1 may not cause an Employee to enter the Plan later than the first Entry Date following the completion of a Year of Service (as defined in AA §4-3). Also see Section 2.02(b)(5) and (6) for rules regarding the exclusion of certain “short-service” Employees and disguised service conditions.]
|
(a)
|
Minimum Age Requirement.
An Eligible Employee (as defined in AA §3-1) must have attained the following age with respect to the contribution source(s) identified in this AA §4-1(b).
|
Deferral
|
Match
|
ER
|
|
þ
|
þ
|
þ
|
(1)There is no minimum age for Plan eligibility.
|
¨
|
¨
|
¨
|
(2)Age 21.
|
¨
|
¨
|
¨
|
(3)Age 20½.
|
¨
|
¨
|
¨
|
(4)Age
(not later than age 21).
|
¬
(c)
|
Special eligibility rules.
The following special eligibility rules apply with respect to the Plan:
|
4-2
|
ENTRY DATE:
An Eligible Employee (as defined in AA §3-1) who satisfies the minimum age and service requirements in AA §4-1 shall be eligible to participate in the Plan as of his/her Entry Date. For this purpose, the Entry Date is the following date with respect to the contribution source(s) identified under this AA §4-2.
|
Deferral
|
Match
|
ER
|
|
þ
|
þ
|
þ
|
(a)
Immediate.
The date the minimum age and service requirements are satisfied (or date of hire, if no minimum age and service requirements apply).
|
¨
|
¨
|
¨
|
(b)
Semi-annual.
The first day of the 1st and 7th month of the Plan Year.
|
¨
|
¨
|
¨
|
(c)
Quarterly.
The first day of the 1st, 4th, 7th and 10th month of the Plan Year.
|
¨
|
¨
|
¨
|
(d)
Monthly.
The first day of each calendar month.
|
¨
|
¨
|
¨
|
(e)
Payroll period.
The first day of the payroll period.
|
¨
|
¨
|
¨
|
(f)
The first day of the Plan Year.
[
See Section 2.03(b)(2) of the Plan for special rules that apply.
]
|
Deferral
|
Match
|
ER
|
|
¨
|
¨
|
¨
|
(g)
next following
satisfaction of the minimum age and service requirements.
|
¨
|
¨
|
¨
|
(h)
coinciding with or next following
satisfaction of the minimum age and service requirements.
|
N/A
|
¨
|
¨
|
(i)
nearest
the satisfaction of the minimum age and service requirements.
|
N/A
|
¨
|
¨
|
(j)
preceding
the satisfaction of the minimum age and service requirements.
|
Deferral
|
Match
|
ER
|
|
¨
|
¨
|
¨
|
(k)
Describe
any special rules that apply with respect to the Entry Dates under this AA §4-2:
|
4-3
|
DEFAULT ELIGIBILITY RULES.
In applying the minimum age and service requirements under AA §4-1 above, the following default rules apply with respect to all contribution sources under the Plan:
|
•
|
Year of Service.
An Employee earns a Year of Service for eligibility purposes upon completing 1,000 Hours of Service during an Eligibility Computation Period. Hours of Service are calculated based on actual hours worked during the Eligibility Computation Period. (See Section 1.71 of the Plan for the definition of Hours of Service.)
|
•
|
Eligibility Computation Period.
If one Year of Service is required for eligibility, the Plan will determine subsequent Eligibility Computation Periods on the basis of Plan Years. (See Section 2.03(a)(3)(i) of the Plan.) If more than one Year of Service is required for eligibility, the Plan will determine subsequent Eligibility Computation Periods on the basis of Anniversary Years. However, if the Employee fails to earn a Year of Service in the first or second Eligibility Computation Period, the Plan will determine subsequent Eligibility Computation Periods on the basis of Plan Years beginning in the first or second Eligibility Computation Period, as applicable. (See Section 2.03(a)(3)(ii) of the Plan.)
|
•
|
Break in Service Rules.
The Nonvested Participant Break in Service rule and the One-Year Break in Service rule do NOT apply. (See Section 2.07 of the Plan.)
|
Deferral
|
Match
|
ER
|
|
¨
|
¨
|
¨
|
(a)
Year of Service.
Instead of 1,000 Hours of Service, an Employee earns a Year of Service upon the completion of
[
must be less than 1,000
] Hours of Service during an Eligibility Computation Period.
|
¨
|
¨
|
¨
|
(b)
Eligibility Computation Period (ECP).
The Plan will use Anniversary Years for all Eligibility Computation Periods. (See Section 2.03(a)(3) of the Plan.)
|
¨
|
¨
|
¨
|
(c)
Elapsed Time method.
Eligibility service will be determined under the Elapsed Time method. An Eligible Employee (as defined in AA §3-1) must complete a
period of service to participate in the Plan. (See Section 2.03(a)(6) of the Plan.)
[
Note:
Under the Elapsed Time method, service will be measured from the Employee’s employment commencement date (or reemployment commencement date, if applicable) without regard to the Eligibility Computation Period designated in Section 2.03(a)(3) of the Plan. The period of service may not exceed 12 months for eligibility for Salary Deferrals or After-Tax Employee Contributions. If a period greater than 12 months is entered and the Salary Deferral column is checked, the period of service will be deemed to be a 12-month period. If a period greater than 12 months applies to Matching Contributions or Employer Contributions, 100% vesting must be selected under AA §8 for those contributions.
]
|
¨
|
¨
|
¨
|
(d)
Equivalency Method
. For purposes of determining an Employee’s Hours of Service for eligibility, the Plan will use the Equivalency Method (as defined in Section 2.03(a)(5) of the Plan). The Equivalency Method will apply to:
¨
(1)All Employees.
¨
(2)Only Employees for whom the Employer does not maintain hourly records. For Employees for whom the Employer maintains hourly records, eligibility will be determined based on actual hours worked.
Hours of Service for eligibility will be determined under the following Equivalency Method.
¨
(3)
Monthly.
190 Hours of Service for each month worked.
¨
(4)
Weekly.
45 Hours of Service for each week worked.
¨
(5)
Daily.
10 Hours of Service for each day worked.
¨
(6)
Semi-monthly.
95 Hours of Service for each semi-monthly period worked.
|
N/A
|
¨
|
¨
|
(e)
Nonvested Participant Break in Service rule applies.
Service earned prior to a Nonvested Participant Break in Service will be disregarded in applying the eligibility rules. (See Section 2.07(b) of the Plan.)
¨
The Nonvested Participant Break in Service rule applies to all Employees, including Employees who have not terminated employment.
|
¨
|
¨
|
¨
|
(f)
One-Year Break in Service rule applies.
The One-Year Break in Service rule (as defined in Section 2.07(d) of the Plan) applies to temporarily disregard an Employee’s service earned prior to a one-year Break in Service. (See Section 2.07(d) of the Plan if the One-Year Break in Service rule applies to Salary Deferrals.)
¨
The One-Year Break in Service rule applies to all Employees, including Employees who have not terminated employment.
|
¨
|
¨
|
¨
|
(g)
Special eligibility provisions.
[
Note:
Any conditions provided under this AA §4-3 must satisfy the requirements of Code §410(a) and may not cause an Employee to enter the Plan later than the first Entry Date following the completion of a Year of Service (as defined in this AA §4-3).
]
|
4-4
|
EFFECTIVE DATE OF MINIMUM AGE AND SERVICE REQUIREMENTS.
The minimum age and/or service requirements under AA §4-1 apply to all Employees under the Plan. An Employee will participate with respect to all contribution sources under the Plan as of his/her Entry Date, taking into account all service with the Employer, including service earned prior to the Effective Date.
|
Deferral
|
Match
|
ER
|
|
¨
|
¨
|
¨
|
An Eligible Employee who is employed by the Employer on the following date will become eligible to enter the Plan without regard to minimum age and/or service requirements (as designated below):
¨
(a)the Effective Date of this Plan (as designated in the Employer Signature Page).
¨
(b)the date the Plan is executed by the Employer (as indicated on the Employer Signature Page).
¨
(c)
[
insert date
]
An Eligible Employee who is employed on the designated date will become eligible to participate in the Plan without regard to the minimum age and service requirements under AA §4-1. If both minimum age and service conditions are not waived, select (d) or (e) to designate which condition is waived under this AA §4-4.
¨
(d)This AA §4-4 only applies to the minimum service condition.
¨
(e)This AA §4-4 only applies to the minimum age condition.
The provisions of this AA §4-4 apply to all Eligible Employees employed on the designated date unless designated otherwise under subsection (f) or (g) below.
¨
(f)The provisions of this AA §4-4 apply to the following group of Employees employed on the designated date:
¨
(g)Describe special rules:
[
Note:
An Employee who is employed as of the date described in this AA §4-4 will be eligible to enter the Plan as of such date unless a different Entry Date is designated under subsection (g). The provisions of this AA §4-4 may not violate the minimum age or service rules under Code §410 or violate the nondiscrimination requirements under Code §401(a)(4).
]
|
4-5
|
SERVICE WITH PREDECESSOR EMPLOYER.
If the Employer is maintaining the Plan of a Predecessor Employer, service with such Predecessor Employer is automatically counted for eligibility, vesting and for purposes of applying any allocation conditions under AA §6-5 and AA §6B-7.
|
þ
(a)
|
Identify Predecessor Employer(s):
|
¨
(1)
|
The Plan will count service with all Employers which have been acquired as part of a transaction under Code §410(b)(6)(C).
|
þ
(2)
|
The Plan will count service with the following Predecessor Employers:
|
Name of Predecessor Employer
|
Eligibility
|
Vesting
|
Allocation
Conditions
|
þ
(1)
Rayonier, Inc.
|
þ
|
þ
|
þ
|
¨
(b)
|
Describe
any special provisions applicable to Predecessor Employer service:
|
5-1
|
TOTAL COMPENSATION.
Total Compensation is based on the definition set forth under this AA §5-1. See Section 1.141 of the Plan for a specific definition of the various types of Total Compensation.
|
þ
(a)
|
W-2 Wages
|
¨
(b)
|
Code §415 Compensation
|
¨
(c)
|
Wages under Code §3401(a)
|
5-2
|
POST-SEVERANCE COMPENSATION.
Total Compensation includes post-severance compensation, to the extent provided in Section 1.141(b) of the Plan.
|
þ
(a)
|
Exclusion of post-severance compensation from Total Compensation.
The following amounts paid after a Participant’s severance of employment are excluded from Total Compensation:
|
¨
(1)
|
Unused leave payments.
Payment for unused accrued bona fide sick, vacation, or other leave, but only if the Employee would have been able to use the leave if employment had continued.
|
þ
(2)
|
Deferred compensation.
Payments received by an Employee pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid to the Employee at the same time if the Employee had continued in employment and only to the extent that the payment is includible in the Employee’s gross income.
|
¨
(b)
|
Continuation payments for disabled Participants.
Unless designated otherwise under this subsection, Total Compensation does not include continuation payments for disabled Participants.
|
¨
|
Payments to disabled Participants.
Total Compensation shall include post-severance compensation paid to a Participant who is permanently and totally disabled, as provided in Section 1.141(c) of the Plan. For this purpose, disability continuation payments will be included for:
|
¨
(1)
|
Nonhighly Compensated Employees only.
|
¨
(2)
|
All Participants who are permanently and totally disabled for a fixed or determinable period.
|
5-3
|
PLAN COMPENSATION
: Plan Compensation is
Total Compensation
(as defined in AA §5-1 above) with the following exclusions described below.
|
Deferral
|
Match
|
ER
|
|
¨
|
¨
|
¨
|
(a)No exclusions.
|
N/A
|
¨
|
¨
|
(b)Elective Deferrals (as defined in Section 1.46 of the Plan), pre-tax contributions to a cafeteria plan or a Code §457 plan, and qualified transportation fringes under Code §132(f)(4) are excluded.
|
þ
|
þ
|
þ
|
(c)All fringe benefits (cash and noncash), reimbursements or other expense allowances, moving expenses, deferred compensation, and welfare benefits are excluded.
|
¨
|
¨
|
¨
|
(d)Compensation above $
is excluded. (See Section 1.97 of the Plan.)
|
þ
|
þ
|
¨
|
(e)Amounts received as a bonus are excluded.
|
¨
|
¨
|
¨
|
(f)Amounts received as commissions are excluded.
|
þ
|
þ
|
þ
|
(g)Overtime payments are excluded.
|
¨
|
¨
|
¨
|
(h)Amounts received for services performed for a non-signatory Related Employer are excluded. (See Section 2.02(c) of the Plan.)
|
¨
|
¨
|
¨
|
(i)“Deemed §125 compensation” as defined in Section 1.141(d) of the Plan.
|
¨
|
¨
|
¨
|
(j)Amounts received after termination of employment are excluded. (See Section 1.141(b) of the Plan.)
|
¨
|
¨
|
¨
|
(k)Differential Pay (as defined in Section 1.141(e) of the Plan).
|
þ
|
þ
|
þ
|
(l)Describe adjustments to Plan Compensation:
All short term disability or disability salary continuation payments; foreign service allowance; bonuses for Employer contribution sources except the Enhanced Retirement contributions. Sign-on and achievement bonuses are excluded for calculation of Enhanced Retirement contributions.
|
5-4
|
PERIOD FOR DETERMINING COMPENSATION.
|
(a)
|
Compensation Period.
Plan Compensation will be determined on the basis of the following period(s) for the contribution sources identified in this AA §5-4. [
If a period other than Plan Year applies for any contribution source, any reference to the Plan Year as it refers to Plan Compensation for that contribution source will be deemed to be a reference to the period designated under this AA §5-4.
]
|
Deferral
|
Match
|
ER
|
|
þ
|
þ
|
þ
|
(1)The Plan Year.
|
¨
|
¨
|
¨
|
(2)The calendar year ending in the Plan Year.
|
¨
|
¨
|
¨
|
(3)The Employer's fiscal tax year ending in the Plan Year.
|
¨
|
¨
|
¨
|
(4)The 12-month period ending on
which ends during the Plan Year.
|
(b)
|
Compensation while a Participant.
Unless provided otherwise under this subsection (b), in determining Plan Compensation, only compensation earned while an individual is a Participant under the Plan with respect to a particular contribution source will be taken into account.
|
Deferral
|
Match
|
ER
|
|
¨
|
¨
|
¨
|
All compensation earned during the Plan Year will be taken into account, including compensation earned while an individual is not a Participant.
|
(c)
|
Few weeks rule.
The few weeks rule (as described in Section 5.03(c)(7)(ii) of the Plan) will not apply unless designated otherwise under this subsection (c).
|
¨
|
Amounts earned but not paid during a Limitation Year solely because of the timing of pay periods and pay dates shall be included in Total Compensation for the Limitation Year, provided the amounts are paid during the first few weeks of the next Limitation Year, the amounts are included on a uniform and consistent basis with respect to all similarly situated Employees, and no amounts are included in more than one Limitation Year.
|
6-1
|
EMPLOYER CONTRIBUTIONS.
Is the Employer authorized to make Employer Contributions under the Plan (other than Safe Harbor Employer Contributions or QNECs)?
|
6-2
|
EMPLOYER CONTRIBUTION FORMULA.
For the period designated in AA §6-4 below, the Employer will make the following Employer Contributions on behalf of Participants who satisfy the allocation conditions designated in AA §6-5 below. Any Employer Contribution authorized under this AA §6-2 will be allocated in accordance with the allocation formula selected under AA §6-3.
|
þ
(a)
|
Discretionary contribution.
The Employer will determine in its sole discretion how much, if any, it will make as an Employer Contribution.
|
¨
(b)
|
Fixed contribution.
|
¨
(1)
|
% of each Participant’s Plan Compensation.
|
¨
(2)
|
$
for each Participant.
|
¨
(3)
|
The Employer Contribution will be determined in accordance with any Collective Bargaining Agreement(s) addressing retirement benefits of Collectively Bargained Employees under the Plan.
|
¨
(c)
|
Service-based contribution.
The Employer will make the following contribution:
|
¨
(1)
|
Discretionary.
A discretionary contribution determined as a uniform percentage of Plan Compensation or a uniform dollar amount for each period of service designated below.
|
¨
(2)
|
Fixed percentage.
% of Plan Compensation paid for each period of service designated below.
|
¨
(3)
|
Fixed dollar.
$
for each period of service designated below.
|
¨
(4)
|
Each Hour of Service
|
¨
(5)
|
Each week of employment
|
¨
(6)
|
Describe period:
|
¨
(7)
|
Describe any special provisions that apply to service-based contribution:
|
¨
(d)
|
Year of Service contribution.
The Employer will make an Employer Contribution based on Years of Service with the Employer.
|
Years of Service
|
Contribution %
|
¨
(1) For Years of Service between
and
|
%
|
¨
(2) For Years of Service between
and
|
%
|
¨
(3) For Years of Service between
and
|
%
|
¨
(4) For Years of Service
and above
|
%
|
¨
(e)
|
Prevailing Wage Formula.
The Employer will make a contribution for each Participant’s Prevailing Wage Service based on the hourly contribution rate for the Participant’s employment classification. (See Section 3.02(a)(5) of the Plan.)
|
¨
(1)
|
Amount of contribution.
The Employer will make an Employer Contribution based on the hourly contribution rate for the Participant’s employment classification. The Prevailing Wage Contribution will be determined as follows:
|
¨
(i)
|
The Employer Contribution will be determined based on the required contribution rates for the employment classifications under the applicable federal, state or municipal prevailing wage laws. For any Employee performing Prevailing Wage Service, the Employer may make the required contribution for such service without designating the exact amount of such contribution.
|
¨
(ii)
|
The Employer will make the Prevailing Wage Contribution based on the hourly contribution rates as set forth in the Addendum attached to this Adoption Agreement. However, if the required contribution under the applicable federal, state or municipal prevailing wage law provides for a greater contribution than set forth in the Addendum, the Employer may make the greater contribution as a Prevailing Wage Contribution.
|
¨
(2)
|
Offset of other contributions.
The contributions under the Prevailing Wage Formula will offset the following contributions under this Plan. (See Section 3.02(a)(5) of the Plan.)
|
¨
(i)
|
Employer Contributions (other than Safe Harbor Employer Contributions)
|
¨
(ii)
|
Safe Harbor Employer Contributions.
|
¨
(iii)
|
Qualified Nonelective Contributions (QNECs)
|
¨
(iv)
|
Matching Contributions (other than Safe Harbor Matching Contributions)
|
¨
(v)
|
Safe Harbor Matching Contributions.
|
¨
(vi)
|
Qualified Matching Contributions (QMACs)
|
¨
(3)
|
Modification of default rules.
Section 3.02(a)(5) of the Plan contains default rules for administering the Prevailing Wage Formula. Complete this subsection (3) to modify the default provisions.
|
¨
(i)
|
Application to Highly Compensated Employees.
Instead of applying only to Nonhighly Compensated Employees, the Prevailing Wage Formula applies to all eligible Participants, including Highly Compensated Employees.
|
¨
(ii)
|
Minimum age and service conditions.
Instead of no minimum age or service condition,
Prevailing Wage contributions are subject to a one Year of Service (as defined in AA§4-3) and age 21 minimum age and service requirement with semi-annual Entry Dates.
|
¨
(iii)
|
Allocation conditions.
Instead of no allocation conditions, the Prevailing Wage contributions are subject to a 1,000 Hours of Service and last day employment allocation condition, as set forth under Section 3.09 of the Plan.
|
¨
(iv)
|
Vesting.
Instead of 100% immediate vesting, Prevailing Wage contributions will vest under the following vesting schedule (as defined in Section 7.02 of the Plan):
|
¨
(A)
|
6-year graded vesting schedule
|
¨
B)
|
3-year cliff vesting schedule
|
¨
(v)
|
Describe:
|
þ
(f)
|
Describe special rules for determining contributions under Plan:
An Employer Retirement contribution may be made to Eligible Employees hired prior to January 1, 2006. Enhanced Retirement contributions may be made to Eligible Employees hired on or after January 1, 2006.
|
6-3
|
ALLOCATION FORMULA.
|
¨
(a)
|
Pro rata allocation.
The discretionary Employer Contribution under AA §6-2 will be allocated:
|
¨
(1)
|
as a uniform percentage of Plan Compensation.
|
¨
(2)
|
as a uniform dollar amount.
|
¨
(b)
|
Fixed contribution.
The fixed Employer Contribution under AA §6-2 will be allocated in accordance with the selections made under AA §6-2.
|
¨
(c)
|
Permitted disparity allocation.
The discretionary Employer Contribution under AA §6-2 will be allocated under the two-step method (as defined in Section 3.02(a)(1)(ii)(A) of the Plan), using the Taxable Wage Base (as defined in Section 1.136 of the Plan) as the Integration Level. However, for any Plan Year in which the Plan is Top Heavy, the four-step method (as defined in Section 3.02(a)(1)(ii)(B) of the Plan) applies, unless provided otherwise under subsection (2) below.
|
¨
(1)
|
Integration Level.
Instead of the Taxable Wage Base, the Integration Level is:
|
¨
(i)
|
% of the Taxable Wage Base, increased (but not above the Taxable Wage Base) to the next higher:
|
¨
(ii)
|
$
(not to exceed the Taxable Wage Base)
|
¨
(iii)
|
20% of the Taxable Wage Base
|
¨
(2)
|
Four-step method.
|
¨
(i)
|
Instead of applying only when the Plan is top heavy, the four-step method will always be used.
|
¨
(ii)
|
The four-step method will never be used, even if the Plan is Top Heavy.
|
¨
(iii)
|
In applying step one and step two under the four-step method, instead of using Total Compensation, the Plan will use Plan Compensation. (See Section 3.02(a)(1)(ii)(B) of the Plan.)
|
¨
(3)
|
Describe
special rules for applying permitted disparity allocation formula:
|
¨
(d)
|
Uniform points allocation.
The discretionary Employer Contribution designated in AA §6-2 will be allocated to each Participant in the ratio that each Participant's total points bears to the total points of all Participants. A Participant will receive the following points:
|
¨
(1)
|
point(s) for each
year(s) of age (attained as of the end of the Plan Year).
|
¨
(2)
|
point(s) for each $
(not to exceed $200) of Plan Compensation.
|
¨
(3)
|
point(s) for each
Year(s) of Service. For this purpose, Years of Service are determined:
|
¨
(i)
|
In the same manner as determined for eligibility.
|
¨
(ii)
|
In the same manner as determined for vesting.
|
¨
(iii)
|
Points will not be provided with respect to Years of Service in excess of
.
|
¨
(e)
|
Employee group allocation.
The Employer may make a separate Employer Contribution to the Participants in the following allocation groups. The Employer must notify the Trustee in writing of the amount of the contribution to be allocated to each allocation group.
|
¨
(1)
|
A separate discretionary Employer Contribution may be made to each Participant of the Employer (i.e., each Participant is in his/her own allocation group).
|
¨
(2)
|
A separate discretionary or fixed Employer Contribution may be made to the following allocation groups. If no fixed amount is designated for a particular allocation group, the contribution made for such allocation group will be allocated as a uniform percentage of Plan Compensation or as a uniform dollar amount to all Participants within that allocation group.
|
¨
(3)
|
Special rules.
The following special rules apply to the Employee group allocation formula.
|
¨
(i)
|
Family Members.
In determining the separate groups under (2) above, each Family Member (as defined in Section 1.65 of the Plan) of a Five Percent Owner is always in a separate allocation group. If there are more than one Family Members, each Family Member will be in a separate allocation group.
|
¨
(ii)
|
Benefiting Participants who do not receive Minimum Gateway Contribution.
In determining the separate groups under (2) above, Benefiting Participants who do not receive a Minimum Gateway Contribution are always in a separate allocation group. If there are more than one Benefiting Participants who do not receive a Minimum Gateway Contribution, each will be in a separate allocation group. (See Section 3.02(a)(1)(iv)(B)(III) of the Plan.)
|
¨
(iii)
|
More than one Employee group.
Unless designated otherwise under this subsection (iii), if a Participant is in more than one allocation group described in (2) above during the Plan Year, the Participant will receive an Employer Contribution based on the Participant’s status on the last day of the Plan Year. (See Section 3.02(a)(1)(iv)(A) of the Plan.)
|
¨
(A)
|
Determined separately for each Employee group.
If a Participant is in more than one allocation group during the Plan Year, the Participant’s share of the Employer Contribution will be based on the Participant’s status for the part of the year the Participant is in each allocation group.
|
¨
(B)
|
Describe:
|
¨
(f)
|
Age-based allocation.
The discretionary Employer Contribution designated in AA §6-2 will be allocated under the age-based allocation formula so that each Participant receives a pro rata allocation based on adjusted Plan Compensation. For this purpose, a Participant’s adjusted Plan Compensation is determined by multiplying the Participant’s Plan Compensation by an Actuarial Factor (as described in Section 1.04 of the Plan).
|
¨
(1)
|
Applicable interest rate.
Instead of 8.5%, the Plan will use an interest rate of
% (must be between 7.5% and 8.5%) in determining a Participant’s Actuarial Factor.
|
¨
(2)
|
Applicable mortality table.
Instead of the UP-1984 mortality table, the Plan will use the following mortality table in determining a Participant’s Actuarial Factor:
|
¨
(3)
|
Describe special rules applicable to age-based allocation:
|
¨
(g)
|
Service-based allocation formula.
The service-based Employer Contribution selected in AA §6-2 will be allocated in accordance with the selections made under the service-based allocation formula in AA §6-2.
|
¨
(h)
|
Year of Service allocation formula.
The Year of Service Employer Contribution selected in AA §6-2 will be allocated in accordance with the selections made under the Year of Service allocation formula in AA §6-2.
|
¨
(i)
|
Prevailing Wage allocation formula.
The Prevailing Wage Employer Contribution selected in AA §6-2 will be allocated in accordance with the selections made under the Prevailing Wage allocation formula in AA §6-2. The Employer may attach an Addendum to the Adoption Agreement setting forth the hourly contribution rate for the employment classifications eligible for Prevailing Wage contributions.
|
þ
(j)
|
Describe special rules for determining allocation formula:
The Employer Retirement contribution will be up to one-half percent of an Eligible Employee's Compensation. The Enhanced Retirement Contribution will equal 3% of an Eligible Employee's Compensation.
|
6-4
|
SPECIAL RULES.
No special rules apply with respect to Employer Contributions under the Plan, except to the extent designated under this AA §6-4. Unless designated otherwise, in determining the amount of the Employer Contributions to be allocated under this AA §6, the Employer Contribution will be based on Plan Compensation earned during the Plan Year. (See Section 3.02(c) of the Plan.)
|
þ
(a)
|
Period for determining Employer Contributions.
Instead of the Plan Year, Employer Contributions will be determined based on Plan Compensation earned during the following period: [
The Plan Year must be used if the permitted disparity allocation method is selected under AA §6-3 above.
]
|
¨
(b)
|
Limit on Employer Contributions.
The Employer Contribution elected in AA §6-2 may not exceed:
|
¨
(3)
|
Describe:
|
¨
(c)
|
Offset of Employer Contribution.
|
¨
(1)
|
A Participant’s allocation of Employer Contributions under AA §6-2 of this Plan is reduced by contributions under
[
insert name of plan(s)
]. (See Section 3.02(d)(2) of the Plan.)
|
¨
(2)
|
In applying the offset under this subsection, the following rules apply:
|
¨
(d)
|
Special rules:
|
6-5
|
ALLOCATION CONDITIONS.
A Participant must satisfy any allocation conditions designated under this AA §6-5 to receive an allocation of Employer Contributions under the Plan.
|
¨
(a)
|
No allocation conditions
apply with respect to Employer Contributions under the Plan.
|
¨
(b)
|
Safe harbor allocation condition.
An Employee must be employed by the Employer on the last day of the Plan Year OR must complete more than:
|
¨
(1)
|
(not to exceed 500) Hours of Service during the Plan Year.
|
¨
(ii)
|
Hours of Service are determined using the following Equivalency Method (as defined under AA §4-3):
|
¨
(C)
|
Daily
¨
(D)
Semi-monthly
|
¨
(2)
|
(not more than 91) consecutive days of employment with the Employer during the Plan Year.
|
¨
(c)
|
Employment condition.
An Employee must be employed with the Employer on the last day of the Plan Year.
|
¨
(d)
|
Minimum service condition.
An Employee must be credited with at least:
|
¨
(ii)
|
Hours of Service are determined using the following Equivalency Method (as defined under AA §4-3):
|
¨
(C)
|
Daily
¨
(D)
Semi-monthly
|
¨
(2)
|
(not more than 182) consecutive days of employment with the Employer during the Plan Year.
|
¨
(e)
|
Application to a specified period.
The allocation conditions selected under this AA §6-5 apply on the basis of the Plan Year. Alternatively, if an employment or minimum service condition applies under this AA §6-5, the Employer may elect under this subsection to apply the allocation conditions on a periodic basis as set forth below. (See Section 3.09(a) of the Plan for a description of the rules for applying the allocation conditions on a periodic basis.)
|
¨
(1)
|
Period for applying allocation conditions.
Instead of the Plan Year, the allocation conditions set forth under subsection (2) below apply with respect to the following periods:
|
¨
(2)
|
Application to allocation conditions.
If this subsection is checked to apply allocation conditions on the basis of specified periods, to the extent an employment or minimum service allocation condition applies under this AA §6-5, such allocation condition will apply based on the period selected under subsection (1) above, unless designated otherwise below:
|
¨
(i)
|
Only the employment condition will be based on the period selected in subsection (1) above.
|
¨
(ii)
|
Only the minimum service condition will be based on the period selected in subsection (1) above.
|
¨
(f)
|
Exceptions.
|
¨
(1)
|
The above allocation condition(s) will
not
apply if the Employee:
|
¨
(i)
|
dies during the Plan Year.
|
¨
(ii)
|
terminates employment due to becoming Disabled.
|
¨
(iii)
|
terminates employment after attaining Normal Retirement Age.
|
¨
(iv)
|
terminates employment after attaining Early Retirement Age.
|
¨
(v)
|
is on an authorized leave of absence from the Employer.
|
¨
(2)
|
The exceptions selected under subsection (1) will apply even if an Employee has not terminated employment at the time of the selected event(s).
|
¨
(3)
|
The exceptions selected under subsection (1) do not apply to:
|
¨
(i)
|
an employment condition designated under this AA §6-5.
|
¨
(ii)
|
a minimum service condition designated under this AA §6-5.
|
þ
(g)
|
Describe
any special rules governing the allocation conditions under the Plan:
No allocation conditions apply with respect to the Employer Retirement contributions. To receive the Enhanced Retirement contribution, the employee must be employed on the last day of the Plan Year.
|
6A-1
|
SALARY DEFERRALS.
Are Employees permitted to make Salary Deferrals under the Plan?
|
þ
|
Yes
|
¨
|
No [
If “No” is checked, skip to Section 6B.
]
|
6A-2
|
MAXIMUM LIMIT ON SALARY DEFERRALS.
Unless designated otherwise under this AA §6A-2, a Participant may defer any amount up to the Elective Deferral Dollar Limit and the Code §415 Limitation (as set forth in Sections 5.02 and 5.03 of the Plan).
|
þ
(a)
|
Salary Deferral Limit.
A Participant may not defer an amount in excess of:
|
þ
(1)
|
100
% of Plan Compensation
|
¨
(2)
|
$
.
|
¨
(3)
|
Plan Year.
|
þ
(4)
|
the portion of the Plan Year during which the individual is eligible to participate.
|
¨
(5)
|
each separate payroll period during which the individual is eligible to participate.
|
¨
(b)
|
Different limit for Highly Compensated Employees and Nonhighly Compensated Employees.
The Salary Deferral Limit described above applies only to Employees who are Highly Compensated Employees as of the first day of the Plan Year. For Nonhighly Compensated Employees, the following limit applies:
|
¨
(1)
|
No limit
(other than the Elective Deferral Dollar Limit and the Code §415 Limitation).
|
¨
(2)
|
Nonhighly Compensated Employee limit.
|
¨
(i)
|
% of Plan Compensation
|
¨
(ii)
|
$
|
¨
(iii)
|
Plan Year.
|
¨
(iv)
|
the portion of the Plan Year during which the individual is eligible to participate.
|
¨
(v)
|
each separate payroll period during which the individual is eligible to participate.
|
¨
(c)
|
Special limit for bonus payments.
If bonus payments are not excluded from the definition of Plan Compensation under AA §5-3, Employees may defer any amounts out of bonus payments, subject to the Elective Deferral Dollar Limit and the Code §415 Limitation (as defined in Sections 5.02 and 5.03 of the Plan) and any other limit on Salary Deferrals under this AA 6A-2. The Employer may use this section to impose special limits on bonus payments or may impose special limits on bonus payments under the Salary Deferral Election. (See Section 3.03(a) of the Plan.)
|
¨
|
A Participant may defer up to
% (
not to exceed 100%
) of any bonus payment (subject to the Elective Deferral Dollar Limit and the Code §415 Limitation) without regard to any other limits described under this AA §6A-2.
|
¨
(d)
|
Describe
any other limits that apply with respect to Salary Deferrals under the Plan:
|
6A-3
|
MINIMUM DEFERRAL RATE.
Unless designated otherwise under this AA §6A-3, no minimum deferral requirement applies under the Plan. Alternatively, a Participant must defer at least the following amount in order to make Salary Deferrals under the Plan.
|
6A-4
|
CATCH-UP CONTRIBUTIONS.
Catch-Up Contributions are permitted under the Plan, unless designated otherwise under this AA §6A-4.
|
¨
|
Catch-Up Contributions are not permitted under the Plan.
|
6A-5
|
ROTH DEFERRALS.
Roth Deferrals (as defined in Section 3.03(e) of the Plan) are not permitted under the Plan, unless designated otherwise under this AA §6A-5.
|
¨
(a)
|
Availability of Roth Deferrals.
Roth Deferrals are permitted under the Plan. [
Note:
If Roth Deferrals are effective as of a date later than the Effective Date of the Plan, designate such special Effective Date in AA §6A-9 below. Roth Deferrals may not be made prior to January 1, 2006.
]
|
¨
(b)
|
Distribution of Roth Deferrals.
Unless designated otherwise under this subsection, to the extent a Participant takes a distribution or withdrawal from his/her Salary Deferral Account(s), the Participant may designate the extent to which such distribution is taken from the Pre-Tax Deferral Account or from the Roth Deferral Account. (See Section 8.11(b)(2) of the Plan for default distribution rules if a Participant fails to designate the appropriate Account for corrective distributions from the Plan.)
|
¨
(1)
|
Distributions and withdrawals.
|
¨
(i)
|
Any distribution will be taken on a pro rata basis from the Participant’s Pre-Tax Deferral Account and Roth Deferral Account.
|
¨
(ii)
|
Any distribution will be taken first from the Participant’s Roth Deferral Account and then from the Participant’s Pre-Tax Deferral Account.
|
¨
(iii)
|
Any distribution will be taken first from the Participant’s Pre-Tax Deferral Account and then from the Participant’s Roth Deferral Account.
|
¨
(2)
|
Distribution of Excess Deferrals.
|
¨
(i)
|
Distribution of Excess Deferrals will be made from Roth and Pre-Tax Deferral Accounts in the same proportion that deferrals were allocated to such Accounts for the calendar year.
|
¨
(ii)
|
Distribution of Excess Deferrals will be made first from the Roth Deferral Account and then from the Pre-Tax Deferral Account.
|
¨
(iii)
|
Distribution of Excess Deferrals will be made first from the Pre-Tax Deferral Account and then from the Roth Deferral Account.
|
¨
(3)
|
Distribution of Salary Deferrals to Highly Compensated Employees to correct ADP or ACP Test failure.
|
¨
(i)
|
Distribution of Excess Contributions (or Excess Aggregate Contributions) will be made from Roth and Pre-Tax Deferral Accounts in the same proportion that deferrals were allocated to such Accounts for the Plan Year.
|
¨
(ii)
|
Distribution of Excess Contributions (or Excess Aggregate Contributions) will be made first from the Roth Deferral Account and then from the Pre-Tax Deferral Account.
|
¨
(iii)
|
Distribution of Excess Contributions (or Excess Aggregate Contributions) will be made first from the Pre-Tax Deferral Account and then from the Roth Deferral Account.
|
¨
(c)
|
In-Plan Roth Conversions (pre-2013 provisions).
Unless elected under this subsection, the Plan does not permit a Participant to make an In-Plan Roth Conversion under the Plan. To override this provision to allow Participants to make an In-Plan Roth Conversion, this subsection must be completed.
|
¨
(1)
|
Effective date.
Effective
[
not earlier than 9/27/2010 or later than 12/31/2012
], a Participant may elect to convert all or any portion of his/her non-Roth vested Account Balance to an In-Plan Roth Conversion Account.
|
¨
(2)
|
Additional in-service distribution options for In-Plan Roth Conversions.
For a Participant to convert his/her contributions to Roth contributions, the Participant must be eligible to take a distribution from the Plan. This subsection (2) may be used to add the in-service distribution options under the Plan applicable only to In-Plan Roth Conversions.
|
¨
(i)
|
In-service distribution events:
In addition to any in-service distribution options described in AA §10, the following in-service distribution options apply for In-Plan Roth Conversions:
[
Check the appropriate boxes.
]
|
¨
(A)
|
Attainment of age 59½ for all contribution sources
|
¨
(B)
|
Attainment of age 59½ for Salary Deferrals (including QNECs, QMACs and Safe Harbor Contributions, if applicable)
|
¨
(C)
|
Attainment of age
for contribution sources other than Salary Deferrals (and QNECs, QMACs and Safe Harbor Contributions, if applicable).
|
¨
(D)
|
Completion of
(cannot be less than 60) months of participation in the Plan. (
Not applicable to Salary Deferrals, QNECs, QMACs or Safe Harbor Contributions, as applicable.
)
|
¨
(E)
|
The amounts being withdrawn have been held in Plan for at least two years. (
Not applicable to Salary Deferrals, QNECs, QMACs or Safe Harbor Contributions, as applicable.
)
|
¨
(F)
|
Other distribution event:
|
¨
(ii)
|
In-service distribution option available only to accomplish In-Plan Roth Conversion.
If this subsection (ii) is checked, the in-service distribution options described in subsection (i) will be permitted only to accomplish an In-Plan Roth Conversion.
|
¨
(3)
|
Contribution sources.
An Employee may only elect to make an In-Plan Roth Conversion from the following sources:
[
Check all contribution sources available under the Plan from which an In-Plan Roth Conversion is available.
]
|
¨
(i)
|
All available sources under the Plan
|
¨
(ii)
|
Pre-tax Salary Deferrals
|
¨
(iii)
|
Employer Contributions
|
¨
(iv)
|
Matching Contributions
|
¨
(v)
|
Safe Harbor Contributions
|
¨
(vi)
|
QNECs and QMACs
|
¨
(vii)
|
After-Tax Contributions
|
¨
(viii)
|
Rollover Contributions
|
¨
(ix)
|
Describe:
|
¨
(4)
|
Limits applicable to In-Plan Roth Conversions.
The following limits apply in determining the amounts that are eligible for an In-Plan Roth Conversion.
|
¨
(i)
|
Check this box if Roth conversions may only be made from contribution sources that are fully vested (i.e., 100% vested).
|
¨
(ii)
|
A Participant may not make an In-Plan Roth Conversion of less than $
(may not exceed $1,000).
|
¨
(iii)
|
A Participant may not make an In-Plan Roth Conversion of any outstanding loan amount.
|
¨
(iv)
|
Describe:
|
¨
(5)
|
Amounts available to pay federal and state taxes generated from an In-Plan Roth Conversion.
|
¨
(i)
|
In-service distribution.
If the Plan does not otherwise permit an in-service distribution at the time of the In-Plan Roth Conversion and this subsection (i) is checked, a Participant may elect to take an in-service distribution solely to pay taxes generated from the In-Plan Roth Conversion.
|
¨
(ii)
|
Participant loan.
Generally, a Participant may request a loan from the Plan to the extent permitted under Section 13 of the Plan and Appendix B of this Adoption Agreement. However, to the extent a Participant loan is not otherwise allowed and this subsection (ii) is selected, a Participant may receive a Participant loan solely to pay taxes generated from an In-Plan Roth Conversion.
|
¨
(6)
|
Distribution from In-Plan Roth Conversion Account.
Distributions from the In-Plan Roth Conversion account will be permitted as follows:
|
¨
(i)
|
In-service distributions will not be permitted from an In-Plan Roth Conversion account until the earliest date a distribution would otherwise be permitted for any contribution source eligible for conversion, without regard to the conversion distribution.
|
¨
(ii)
|
An in-service distribution may be made from the In-Plan Roth Conversion account at any time.
|
¨
(iii)
|
A separate In-Plan Roth Conversion account will be maintained for converted amounts attributable to Rollover Contributions and/or After-Tax Contributions. An in-service distribution may be made at any time from this separate account.
|
¨
(iv)
|
Describe distribution options:
|
¨
(d)
|
Describe
any special rules that apply to Roth Deferrals under the Plan:
|
6A-6
|
ADP TESTING.
The ADP Test will be performed using the Current Year Testing Method, unless designated otherwise under this AA §6A-6. (See Section 6.01(a) of the Plan.)
|
¨
(a)
|
Prior Year Testing Method.
Instead of the Current Year Testing Method, the Plan will use the Prior Year Testing Method in running the ADP Test.
|
¨
(b)
|
Application of Current Year Testing Method.
The Current Year Testing Method has applied since the
Plan Year. [
If the Plan has switched from the Prior Year Testing Method to the Current Year Testing Method, this subsection may be checked to designate the first Plan Year for which the Current Year Testing Method applies.
]
|
¨
(c)
|
Special rule for first Plan Year.
If this is a new 401(k) Plan, the testing method selected in this AA §6A-6 applies for purposes of applying the ADP Test for the first Plan Year of the Plan, unless designated otherwise under this subsection. If the Prior Year Testing Method applies, the ADP of the Nonhighly Compensated Group for the first Plan Year is deemed to be 3%. (See Section 6.01(a)(3) of the Plan.)
|
¨
(1)
|
Instead of the Prior Year Testing Method
, the Plan will use the Current Year Testing Method for the first Plan Year for which the 401(k) Plan is effective.
|
¨
(2)
|
Instead of the Current Year Testing Method
, the Plan will use the Prior Year Testing Method for the first Plan Year for which the 401(k) Plan is effective.
|
6A-7
|
CHANGE OR REVOCATION OF DEFERRAL ELECTION:
In addition to the Participant’s Entry Date under the Plan, a Participant’s election to change or resume a deferral election will be effective as set forth under the Salary Reduction Agreement or other written procedures adopted by the Plan Administrator. Alternatively, the Employer may designate under this AA §6A-7 specific dates as of which a Participant may change or resume a deferral election. (See Section 3.03(b) of the Plan.)
|
¨
(a)
|
The first day of each calendar quarter
|
¨
(b)
|
The first day of each Plan Year
|
¨
(c)
|
The first day of each calendar month
|
þ
(d)
|
The beginning of each payroll period
|
¨
(e)
|
Other:
|
6A-8
|
AUTOMATIC CONTRIBUTION ARRANGEMENT.
No automatic contribution provisions apply under Section 3.03(c) of the Plan, unless provided otherwise under this AA §6A-8.
|
þ
(a)
|
Automatic deferral election.
Upon becoming eligible to make Salary Deferrals under the Plan (pursuant to AA §3 and AA §4), a Participant will be deemed to have entered into a Salary Deferral Election for each payroll period, unless the Participant completes a Salary Deferral Election (subject to the limitations under AA §6A-2 and AA §6A-3) in accordance with procedures adopted by the Plan Administrator.
|
þ
(1)
|
Effective date of Automatic Contribution Arrangement.
The automatic deferral provisions under this AA §6A-8 are effective as of:
|
þ
(i)
|
The Effective Date of this Plan as set forth under the Employer Signature Page.
|
¨
(ii)
|
[
insert date
]
|
¨
(iii)
|
As set forth under a prior Plan document. [
Note:
If this subsection (iii) is checked, the automatic deferral provisions under this AA §6A-8 will apply as of the original Effective Date of the automatic contribution arrangement. Unless provided otherwise under this AA §6A-8, an Employee who is automatically enrolled under a prior Plan document will continue to be automatically enrolled under the current Plan document.
]
|
þ
(2)
|
Automatic Contribution Arrangement.
Check this subsection (2) if the Plan is designated as an Automatic Contribution Arrangement, as described under Section 3.03(c) of the Plan. [
Note:
Unless an election is made under this AA §6A-8 that is inconsistent with the requirements of an Eligible Automatic Contribution Arrangement (EACA), the Automatic Contribution Arrangement will qualify as an EACA, as described in Section 3.03(c)(1) of the Plan.
]
|
þ
(i)
|
Automatic deferral percentage.
|
þ
(A)
|
6
% of Plan Compensation
|
¨
(B)
|
$
|
þ
(ii)
|
Automatic increase.
If elected under this subsection (ii), the automatic deferral amount will increase each Plan Year by the following amount. (See Section 3.03(c) of the Plan.)
|
þ
(A)
|
1
% of Plan Compensation
|
¨
(B)
|
$
|
¨
(C)
|
Describe:
|
þ
(D)
|
10
% of Plan Compensation
|
¨
(E)
|
$
|
¨
(F)
|
Describe:
|
¨
(3)
|
Qualified Automatic Contribution Arrangement (QACA).
Check this subsection if the Plan is designated as a QACA under Section 6.04(b) of the Plan. [
Note:
If this subsection (3) is checked, a QACA Safe Harbor Contribution must also be selected under AA §6C-2.
]
|
¨
(i)
|
Automatic deferral percentage.
%
[must be at least 3% and no more than 10%]
of Plan Compensation.
|
¨
(ii)
|
Automatic increase.
If elected under this subsection (ii), the automatic deferral amount will increase each Plan Year by the following amount:
|
¨
(A)
|
% of Plan Compensation
|
¨
(B)
|
% [
not less than 6% or more than 10%
] of Plan Compensation
|
þ
(4)
|
Application of automatic deferral provisions.
The automatic deferral election under subsection (2) or (3), as applicable, will apply to new Participants and existing Participants as set forth under this subsection (4).
|
þ
(i)
|
New Participants.
The automatic deferral provisions apply to all eligible Participants who do not enter into a Salary Deferral Election (including an election not to defer) and who:
|
¨
(A)
|
become Participants on or after the effective date of the automatic deferral provisions.
|
þ
(B)
|
are hired on or after the effective date of the automatic deferral provisions.
|
þ
(ii)
|
Current Participants.
The automatic deferral provisions apply to all other eligible Participants as follows:
|
¨
(A)
|
Automatic deferral provisions apply to all current Participants who have not entered into a Salary Deferral Election (including an election not to defer under the Plan).
|
¨
(B)
|
Automatic deferral provisions apply to all current Participants who have not entered into a Salary Deferral Election that is at least equal to the automatic deferral amount under subsection (2)(i) or (3)(i), as applicable. Current Participants who have made a Salary Deferral Election
that is less than the automatic deferral amount or who have not made a Salary Deferral Election will automatically be increased to the automatic deferral amount unless the Participant enters into a new Salary Deferral election on or after the effective date of the automatic deferral provisions.
|
þ
(C)
|
Automatic deferral provisions do not apply to current Participants. Only new Participants described in subsection (i) are subject to the automatic deferral provisions. [
Note:
This subsection (C) may not be selected if the Plan is a QACA under subsection (3). Also see Section 3.03(c)(2)(i) of the Plan for the application of this subsection under an EACA.
]
|
¨
(D)
|
Describe:
|
þ
(iii)
|
Treatment of automatic deferrals.
Any Salary Deferrals made pursuant to an automatic deferral election will be treated as Pre-Tax Salary Deferrals, unless designated otherwise under this subsection (iii).
|
¨
|
Any Salary Deferrals made pursuant to an automatic deferral election will be treated as Roth Deferrals. [
This subsection (iii) may only be checked if Roth Deferrals are permitted under AA §6A-5.
]
|
þ
(5)
|
Application of automatic increase.
Unless designated otherwise under this subsection (5), if an automatic increase is selected under subsection (2)(ii) or (3)(ii) above, the automatic increase will take effect as of the first day of the second Plan Year following the Plan Year in which the automatic deferral election first becomes effective with respect to a Participant. (See Section 3.03(c)(2)(iii) of the Plan.)
|
þ
(i)
|
First Plan Year.
Instead of applying as of the second Plan Year, the automatic increase described in subsection (2)(ii) or (3)(ii), as applicable, takes effect as of the appropriate date (as designated under subsection (iii) below) within the first Plan Year following the date automatic contributions begin.
|
¨
(ii)
|
Designated Plan Year.
Instead of applying as of the second Plan Year, the automatic increase described in subsection (2)(ii) or (3)(ii), as applicable, takes effect as of the appropriate date (as designated under subsection (iii) below) within the
Plan Year following the Plan Year in which the automatic deferral election first becomes effective with respect to a Participant. [
Note:
If this subsection (ii) is checked and the Plan is intended to qualify for the QACA safe harbor, the Plan must satisfy the minimum deferral requirements. See Section 6.04(b)(1)(i) of the Plan for special rules that apply if this subsection (ii) is checked for a QACA plan. Also see Rev. Rul. 2009-30.
]
|
þ
(iii)
|
Effective date.
The automatic increase described under subsection (2)(ii) or (3)(ii), as applicable, is generally effective as of the first day of the Plan Year.
If this subsection (iii) is checked, instead of becoming effective on the first day of the Plan Year, the automatic increase will be effective on:
|
¨
(A)
|
The anniversary of the Participant's date of hire.
|
¨
(B)
|
The anniversary of the Participant's first automatic deferral contribution.
|
¨
(C)
|
The first day of each calendar year.
|
þ
(D)
|
Other date:
July 1
|
¨
(iv)
|
Special rules:
|
¨
(6)
|
Treatment of terminated Employees.
Unless designated otherwise under subsection (i) below, a Participant’s affirmative election to defer (or to not defer) will cease upon termination of employment. In addition, unless designated otherwise under subsection (ii) below, in applying the automatic deferral provisions under the Plan, a rehired Participant is treated as a new Employee if the Participant is precluded from making automatic deferrals to the Plan for a full Plan Year.
|
¨
(i)
|
Terminated Employees.
If this subsection (i) is selected, a terminated Participant’s affirmative election to defer (or to not defer) will not cease upon termination of employment. Thus, a Participant who entered into an election to defer (or not to defer) prior to termination of employment will not be subject to the automatic deferral provisions upon rehire. (See Section 3.03(c)(2)(i) of the Plan.)
|
¨
(ii)
|
Rehired Employees.
If this provision applies, a Participant who is precluded from making automatic deferrals to the Plan for a full Plan Year will not be treated as a new Employee for purposes of applying the automatic deferral provisions under the Plan. Thus, a rehired Participant’s minimum deferral percentage will continue to be calculated based on the date the individual first began making automatic deferrals under the Plan. (See Section 6.04(b)(1)(iii) of the Plan.)
|
þ
(b)
|
Permissible Withdrawals under Automatic Contribution Arrangement.
|
þ
(1)
|
Permissible withdrawals allowed.
If the Plan satisfies the requirements for an EACA (as set forth in Section 3.03(c)(2) of the Plan) or a QACA (as set forth in Section 6.04(b) of the Plan), the permissible withdrawal provisions under Section 3.03(c)(3) of the Plan apply. Thus, a Participant who receives an automatic deferral may withdraw such contributions (and earnings attributable thereto) within the time period set forth under Section 3.03(c)(3) of the Plan, without regard to the in-service distribution provisions selected under AA §10-1.
|
¨
(2)
|
No permissible withdrawals.
Although the Plan contains an automatic deferral election that is designed to satisfy the requirements of an EACA or QACA, the permissible withdrawal provisions under this subsection (b) are not available.
|
þ
(3)
|
Time period for electing a permissible withdrawal.
Instead of a 90-day election period, a Participant must request a permissible withdrawal no later than
45
[
may not be less than 30 or more than 90
] days after the date the Plan Compensation from which such Salary Deferrals are withheld would otherwise have been included in gross income.
|
¨
(c)
|
Other automatic deferral provisions:
|
6A-9
|
SPECIAL DEFERRAL EFFECTIVE DATES.
Unless designated otherwise under this AA §6A-9, a Participant is eligible to make Salary Deferrals under the Plan as of the Effective Date of the Plan (as designated in the Employer Signature Page). However, in no case may a Participant begin making Salary Deferrals prior to the later of the date the Employee becomes a Participant, the date the Participant executes a Salary Reduction Agreement or the date the Plan is adopted or effective. (See Section 3.03(a) of the Plan.)
|
¨
(a)
|
Salary Deferrals.
A Participant is eligible to make Salary Deferrals under the Plan as of:
|
¨
(1)
|
the date the Plan is executed by the Employer (as indicated on the Employer Signature Page).
|
¨
(2)
|
(insert date).
|
¨
(b)
|
Roth Deferrals.
The Roth Deferral provisions under AA §6A-5 are effective as of
. [
If Roth Deferrals are permitted under AA §6A-5 above, Roth Deferrals are effective as of the Effective Date applicable to Salary Deferrals under this AA §6A-9, unless a later date is designated under this subsection.
]
|
6A-10
|
SIMPLE 401(k) PLAN PROVISIONS.
The SIMPLE 401(k) provisions under Section 6.05 of the Plan do not apply unless specifically elected under this AA §6A-10.
|
¨
(a)
|
By checking this box the Employer elects to have the SIMPLE 401(k) provisions described in Section 6.05 of the Plan apply.
|
¨
(1)
|
Employer will make Matching Contribution under Section 6.05(b)(3) of the Plan.
|
¨
(2)
|
Employer will make Employer Contribution under Section 6.05(b)(4) of the Plan.
|
¨
(b)
|
Other SIMPLE 401(k) provisions:
|
6B-1
|
MATCHING CONTRIBUTIONS.
Is the Employer authorized to make Matching Contributions under the Plan?
|
þ
|
Yes.
[
Check this box if Matching Contributions may be made under the Plan, including Matching Contributions that satisfy the ACP safe harbor (i.e., Matching Contributions that are made in addition to the Safe Harbor Contributions required to satisfy the ADP safe harbor under AA §6C-2(a)).
]
|
¨
|
No.
[
Check this box if there are no Matching Contributions or the only Matching Contributions are Safe Harbor Matching Contributions that satisfy the ADP safe harbor under AA §6C-2(a). If “No” is checked, skip to Section 6C.
]
|
6B-2
|
MATCHING CONTRIBUTION FORMULA:
For the period designated in AA §6B-5 below, the Employer will make the following Matching Contribution on behalf of Participants who satisfy the allocation conditions under AA §6B-7 below. [
See AA §6B-3 for the definition of Eligible Contributions for purposes of the Matching Contributions under the Plan. If the Plan provides for After-Tax Employee Contributions, also see AA §6D-2 to determine the application of the Matching Contribution formulas to After-Tax Employee Contributions.
]
|
¨
(a)
|
Discretionary match.
The Employer will determine in its sole discretion how much, if any, it will make as a Matching Contribution. Such amount can be determined either as a uniform percentage of deferrals or as a flat dollar amount for each Participant.
|
þ
(b)
|
Fixed match.
The Employer will make a Matching Contribution for each Participant equal to:
|
þ
(1)
|
60
% of Eligible Contributions made for each period designated in AA §6B-5 below.
|
¨
(2)
|
$
for each period designated in AA §6B-5 below.
|
¨
(3)
|
% of Eligible Contributions made for each period designated in AA §6B-5 below. However, to receive the Matching Contribution for a given period, a Participant must contribute Eligible Contributions equal to at least
% of Plan Compensation for such period.
|
¨
(4)
|
$
for each period designated in AA §6B-5 below. However, to receive the Matching Contribution for a given period, a Participant must contribute Eligible Contributions equal to at least
% of Plan Compensation for such period.
|
¨
(c)
|
Tiered match.
The Employer will make a Matching Contribution to all Participants based on the following tiers of Eligible Contributions.
|
¨
(1)
|
Tiers as percentage of Plan Compensation.
|
Eligible Contributions
|
Fixed
Match %
|
Discretionary Match
|
¨
(i) Up to
% of Plan Compensation
|
%
|
¨
|
¨
(ii) From
% up to
% of Plan Compensation
|
%
|
¨
|
¨
(iii) From
% up to
% of Plan Compensation
|
%
|
¨
|
¨
(iv) From
% up to
% of Plan Compensation
|
%
|
¨
|
Eligible Contributions
|
Fixed
Match
|
Discretionary Match
|
¨
(i) Up to $
|
%
|
¨
|
¨
(ii) From $
up to $
|
%
|
¨
|
¨
(iii) From $
up to $
|
%
|
¨
|
¨
(iv) Above $
|
%
|
¨
|
¨
(d)
|
Year of Service match.
The Employer will make a Matching Contribution as a uniform percentage of Eligible Contributions to all Participants based on Years of Service with the Employer.
|
Years of Service
|
Matching %
|
¨
(1) From
up to Years of Service
|
%
|
¨
(2) From
up to Years of Service
|
%
|
¨
(3) From
up to Years of Service
|
%
|
¨
(4) Years of Service equal to and above
|
%
|
¨
(e)
|
Different Employee groups.
The Employer may make a different Matching Contribution to the Employee groups designated under subsection (1) below. The Matching Contribution will be allocated separately to each designated Employee group in accordance with the formula designated under subsection (2).
|
(1)
|
Designated Employee groups.
|
(2)
|
Matching Contribution formulas.
|
¨
(i)
|
Discretionary Matching Contribution.
The Employer may make a different discretionary Matching Contribution for each Employee group designated under subsection (1).
|
¨
(ii)
|
Different Matching Contribution formula.
The following Matching Contribution will apply for each Employee group designated under subsection (1).
|
¨
(f)
|
Describe special rules for determining allocation formula:
|
6B-3
|
CONTRIBUTIONS ELIGIBLE FOR MATCHING CONTRIBUTIONS (“ELIGIBLE CONTRIBUTIONS”).
Unless designated otherwise under this AA §6B-3, all Salary Deferrals, including any Roth Deferrals and Catch-Up Contributions are eligible for the Matching Contributions designated under AA §6B-2.
|
þ
(a)
|
Matching Contributions.
Only the following contribution sources are eligible for a Matching Contribution under AA §6B-2:
|
þ
(1)
|
Pre-tax Salary Deferrals
|
¨
(2)
|
Roth Deferrals
|
þ
(3)
|
Catch-Up Contributions
|
¨
(b)
|
Application of Matching Contributions to elective deferrals made under another plan maintained by the Employer.
If this subsection is checked, the Matching Contributions described in AA §6B-2 will apply to elective deferrals made under another plan maintained by the Employer.
|
¨
(1)
|
The Matching Contribution designated in AA §6B-2 above will apply to elective deferrals under the following plan maintained by the Employer:
|
¨
(2)
|
The following special rules apply in determining the amount of Matching Contributions under this Plan with respect to elective deferrals under the plan described in subsection (1):
|
þ
(c)
|
Special rules.
The following special rules apply for purposes of determining the Matching Contribution under this AA §6B-3:
A Participant who receives a non-hardship withdrawal of After-Tax or Company Matching contributions is suspended from receiving Company Matching contributions for three months following date of the withdrawal.
|
6B-4
|
LIMITS ON MATCHING CONTRIBUTIONS.
In applying the Matching Contribution formula(s) selected under AA §6B-2 above, all Eligible Contributions are eligible for Matching Contributions, unless elected otherwise under this AA §6B-4. [
See AA §6D-2 for any limits that apply with respect to After-Tax Employee Contributions.
]
|
¨
(a)
|
ACP safe harbor match.
The Matching Contribution formula(s) selected in AA §6B-2 are designed to satisfy the ACP Safe Harbor as described in Section 6.04(i) of the Plan. Therefore, any Matching Contribution selected in AA §6B-2 will only apply with respect to Eligible Contributions that do not exceed 6% of Plan Compensation and to the extent any Matching Contribution formula is discretionary, the total amount of discretionary Matching Contributions will not exceed 4% of Plan Compensation for the Plan Year.
|
þ
(b)
|
Limit on the amount of Eligible Contributions.
The Matching Contribution formula(s) selected in AA §6B-2 above apply only to Eligible Contributions that do not exceed:
|
¨
(3)
|
A discretionary amount determined by the Employer.
|
¨
(c)
|
Limit on Matching Contributions.
The total Matching Contribution provided under the formula(s) selected in AA §6B-2 above will not exceed:
|
¨
(1)
|
% of Plan Compensation.
|
¨
(2)
|
$
.
|
¨
(d)
|
Application of limits.
The limits identified under this AA §6B-4 do
not
apply to the following Matching Contribution formula(s):
|
¨
(1)Any limit on the amount of Eligible Contributions does not apply to:
|
¨
(2) Any limit on Matching Contributions does not apply to:
|
|
¨
(i)Discretionary match
|
¨
(i)Discretionary match
|
|
¨
(ii)Fixed match
|
¨
(ii)Fixed match
|
|
¨
(iii)Tiered match
|
¨
(iii)Tiered match
|
|
¨
(iv)Year of Service match
|
¨
(iv)Year of Service match
|
|
¨
(v)Employee group match
|
¨
(v)Employee group match
|
¨
(e)
|
Special limits applicable to Matching Contributions:
|
6B-5
|
PERIOD FOR DETERMINING MATCHING CONTRIBUTIONS.
The Matching Contribution formula(s) selected in AA §6B-2 above (including any limitations on such amounts under AA §6B-4) are based on Eligible Contributions and Plan Compensation for the Plan Year. To apply a different period for determining the Matching Contributions and limits under AA §6B-2 and AA §6B-3, complete this AA §6B-5.
|
þ
(a)
|
payroll period
|
¨
(b)
|
Plan Year quarter
|
¨
(c)
|
calendar month
|
¨
(d)
|
Other:
|
6B-6
|
ACP TESTING.
The ACP Test will be performed using the Current Year Testing Method, unless designated otherwise under this AA §6B-6. (See Section 6.02(a) of the Plan.)
|
¨
(a)
|
Prior Year Testing Method.
Instead of the Current Year Testing Method, the Plan will use the Prior Year Testing Method in running the ACP Test.
|
¨
(b)
|
Application of Current Year Testing Method.
The Current Year Testing Method has applied since the
Plan Year. [
If the Plan has switched from the Prior Year Testing Method to the Current Year Testing Method, this subsection may be checked to designate the first Plan Year for which the Current Year Testing Method applies.
]
|
¨
(c)
|
Special rule for first Plan Year.
If this is a new 401(m) Plan, the testing method selected in this AA §6B-6 applies for purposes of applying the ACP Test for the first Plan Year of the Plan, unless designated otherwise under this subsection. If the Prior Year Testing Method applies, the ACP of the Nonhighly Compensated Employee Group for the first Plan Year is deemed to be 3%. (See Section 6.02(a)(3) of the Plan.)
|
¨
(1)
|
Instead of the Prior Year Testing Method
, the Plan will use the Current Year Testing Method for the first Plan Year for which the 401(m) Plan is effective.
|
¨
(2)
|
Instead of the Current Year Testing Method
, the Plan will use the Prior Year Testing Method for the first Plan Year for which the 401(m) Plan is effective.
|
6B-7
|
ALLOCATION CONDITIONS.
A Participant must satisfy any allocation conditions designated under this AA §6B-7 to receive an allocation of Matching Contributions under the Plan.
|
þ
(a)
|
No allocation conditions
apply with respect to Matching Contributions under the Plan.
|
¨
(b)
|
Safe harbor allocation condition.
An Employee must be employed by the Employer on the last day of the Plan Year OR must complete more than:
|
¨
(1)
|
(not to exceed 500) Hours of Service during the Plan Year.
|
¨
(i)
|
Hours of Service are determined using actual Hours of Service.
|
¨
(ii)
|
Hours of Service are determined using the following Equivalency Method (as defined under AA §4-3):
|
¨
(C)
|
Daily
¨
(D)
Semi-monthly
|
¨
(2)
|
(not more than 91) consecutive days of employment with the Employer during the Plan Year.
|
¨
(c)
|
Employment condition.
An Employee must be employed with the Employer on the last day of the Plan Year.
|
¨
(d)
|
Minimum service condition.
An Employee must be credited with at least:
|
¨
(1)
|
Hours of Service (not to exceed 1,000) during the Plan Year.
|
¨
(ii)
|
Hours of Service are determined using the following Equivalency Method (as defined under AA §4-3):
|
¨
(2)
|
(not more than 182) consecutive days of employment with the Employer during the Plan Year.
|
¨
(e)
|
Application to a specified period.
The allocation conditions selected under this AA §6B-7 apply on the basis of the Plan Year. Alternatively, if an employment or minimum service condition applies under this AA §6B-7, the Employer may elect under this subsection to apply the allocation conditions on a periodic basis as set forth below. (See Section 3.09(a) of the Plan for a description of the rules for applying the allocation conditions on a periodic basis.)
|
¨
(1)
|
Period for applying allocation conditions.
Instead of the Plan Year, the allocation conditions set forth under subsection (2) below apply with respect to the following periods:
|
¨
(2)
|
Application to allocation conditions.
To the extent an employment or minimum service allocation condition applies under this AA §6B-7, such allocation condition will apply based on the period selected under subsection (1) above, unless designated otherwise below:
|
¨
(ii)
|
Only the minimum service condition will be based on the period selected in subsection (1) above.
|
¨
(iii)
|
Describe any special rules:
|
¨
(f)
|
Exceptions.
|
¨
(1)
|
The above allocation condition(s) will
not
apply if the Employee:
|
¨
(i)
|
dies during the Plan Year.
|
¨
(ii)
|
terminates employment as a result of becoming Disabled.
|
¨
(iii)
|
terminates employment after attaining Normal Retirement Age.
|
¨
(iv)
|
terminates employment after attaining Early Retirement Age.
|
¨
(v)
|
is on an authorized leave of absence from the Employer.
|
¨
(2)
|
The exceptions selected under subsection (1) will apply even if an Employee has not terminated employment at the time of the selected event(s).
|
¨
(3)
|
The exceptions selected under subsection (1) do not apply to:
|
¨
(i)
|
an employment condition designated under this AA §6B-7.
|
¨
(ii)
|
a minimum service condition designated under this AA §6B-7.
|
¨
(v)
|
the following Matching Contributions:
|
¨
(A)
|
Discretionary match
|
¨
(B)
|
Fixed match
|
¨
(C)
|
Tiered match
|
¨
(D)
|
Year of Service match
|
¨
(E)
|
Employee group match
|
¨
(g)
|
Describe
any special rules governing the allocation conditions under the Plan:
|
6C-1
|
SAFE HARBOR 401(k) PLAN.
Is the Plan intended to be a Safe Harbor 401(k) Plan?
|
¨
|
Yes
|
þ
|
No [
If “No” is checked, skip to Section 6D
.]
|
6C-2
|
SAFE HARBOR CONTRIBUTIONS.
To qualify as a Safe Harbor 401(k) Plan, the Employer must make a Safe Harbor/QACA Safe Harbor Matching Contribution or Safe Harbor/QACA Safe Harbor Employer Contribution. The Safe Harbor Contribution elected under this AA §6C-2 will be in addition to any Employer Contribution or Matching Contribution elected in AA §6 or AA §6B above.
|
¨
(a)
|
Safe Harbor/QACA Safe Harbor Matching Contribution.
|
¨
(1)
|
Safe Harbor Matching Contribution formula.
|
¨
(i)
|
Basic match:
100% of Salary Deferrals up to the first 3% of Plan Compensation, plus 50% of Salary Deferrals up to the next 2% of Plan Compensation.
|
¨
(ii)
|
Enhanced match:
% of Salary Deferrals up to
% of Plan Compensation.
|
¨
(iii)
|
Tiered match:
% of Salary Deferrals up to the first
% of Plan Compensation,
|
¨
(A)
|
plus
% of Salary Deferrals up to the next
% of Plan Compensation,
|
¨
(B)
|
plus
% of Salary Deferrals up to the next
% of Plan Compensation.
|
¨
(2)
|
QACA Safe Harbor Matching Contribution formula.
[
Note:
Also must select AA §6A-8.
]
|
¨
(i)
|
Basic match:
100% of Salary Deferrals up to the first 1% of Plan Compensation, plus 50% of Salary Deferrals up to the next 5% of Plan Compensation.
|
¨
(ii)
|
Enhanced match:
% of Salary Deferrals up to
% of Plan Compensation.
|
¨
(iii)
|
Tiered match:
% of Salary Deferrals up to the first
% of Plan Compensation,
|
¨
(A)
|
plus
% of Salary Deferrals up to the next
% of Plan Compensation,
|
¨
(B)
|
plus
% of Salary Deferrals up to the next
% of Plan Compensation.
|
(3)
|
Period for determining Safe Harbor Matching Contributions.
Instead of the Plan Year, the Safe Harbor/QACA Safe Harbor Matching Contribution formula selected in (1) or (2) above is based on Salary Deferrals for the following period:
|
¨
(ii)
|
Plan Year quarter
|
¨
(iii)
|
calendar month
|
¨
(iv)
|
Other:
|
¨
(b)
|
Safe Harbor/QACA Safe Harbor Employer Contribution:
% (not less than 3%) of Plan Compensation.
|
¨
(1)
|
Supplemental Safe Harbor notice.
Check this selection if the Employer will make the Safe Harbor/QACA Safe Harbor Employer Contribution pursuant to a supplemental notice, as described in Section 6.04(a)(4)(iii) of the Plan.
|
¨
(2)
|
Other plan.
Check this subsection (2) if the Safe Harbor/QACA Safe Harbor Employer Contribution will be made under another plan maintained by the Employer and identify the plan:
|
¨
(c)
|
Special rules:
The following special rules apply for purposes of applying the Safe Harbor provisions under the Plan:
|
6C-3
|
ELIGIBILITY FOR SAFE HARBOR CONTRIBUTION.
The Safe Harbor Contribution selected in AA §6C-2 above will be allocated to all Participants who are eligible to make Salary Deferrals under the Plan, unless designated otherwise under this AA §6C-3.
|
¨
(a)
|
Availability of Safe Harbor Contributions.
Instead of being allocated to all eligible Participants, the Safe Harbor Contribution selected in AA §6C-2 will be allocated only to:
|
¨
(1)
|
Nonhighly Compensated Participants
|
¨
(2)
|
Nonhighly Compensated Participants and any Highly Compensated Non-Key Employees
|
¨
(b)
|
Eligible Employees.
Unless designated otherwise under this subsection, any Excluded Employees will be determined under the Deferral column under AA §3-1. If this subsection is checked, the following Employees will be excluded for purposes of receiving the Safe Harbor Contribution. [
Note:
The exclusion of Employees under this subsection may require additional nondiscrimination testing. See Section 6.04(c) of Plan.
]
|
¨
(1)
|
Same exclusions as designated for Matching Contributions under AA §3-1.
|
¨
(2)
|
Same exclusions as designated for Employer Contributions under AA §3-1.
|
¨
(i)
|
Collectively Bargained Employees
|
¨
(ii)
|
Non-resident aliens who receive no compensation from the Employer which constitutes U.S. source income
|
¨
(iii)
|
Leased Employees
|
¨
(iv)
|
Describe:
|
¨
(c)
|
Minimum age and service conditions.
Unless designated otherwise under this subsection, the minimum age and service conditions applicable to Salary Deferrals under AA §4 will apply for purposes of any Safe Harbor Contributions selected under AA §6C-2. If this subsection is checked, the following minimum age and service conditions apply for Safe Harbor Contributions. [
Note:
The addition of minimum age or service conditions under this subsection may require additional nondiscrimination testing. See Section 6.04(d) of the Plan.
]
|
¨
(1)
|
Minimum service requirement.
|
¨
(i)
|
No minimum service conditions apply.
|
¨
(ii)
|
The minimum service conditions applicable to Matching Contributions (as selected in AA §4).
|
¨
(iii)
|
The minimum service conditions applicable to Employer Contributions (as selected in AA §4).
|
¨
(iv)
|
One Year of Service using shifting Eligibility Computation Period. (See Section 2.03(a)(3)(i) of the Plan.)
|
¨
(v)
|
The completion of at least
[
cannot exceed 1,000
]
Hours of Service during the first
months of employment or the completion of a Year of Service (as defined in AA §4-3), if earlier.
|
¨
(vi)
|
Describe:
|
¨
(2)
|
Minimum age requirement.
|
¨
(i)
|
No minimum age requirement
|
¨
(ii)
|
Age 21
|
¨
(iii)
|
Age
(not later than age 21)
|
¨
(3)
|
Entry Date.
|
¨
(i)
|
Immediate
¨
(ii)
Semi-annual
|
¨
(iii)
|
Quarterly
¨
(iv)
Monthly
|
¨
(d)
|
Describe eligibility conditions:
|
6C-4
|
DEFINITION OF PLAN COMPENSATION.
Unless designated otherwise under this AA §6C-4, Plan Compensation is the same definition as selected under the Deferral column of AA §5-3 and AA §5-4. [
See Note below for special rules applicable to definition of Plan Compensation.
]
|
¨
(a)
|
Modification of Plan Compensation.
Instead of using the definition of Plan Compensation used for Salary Deferrals under AA §5-3, the following exclusions apply for Safe Harbor Contributions:
|
¨
(1)
|
No exclusions.
|
¨
(2)
|
All fringe benefits, expense reimbursements, deferred compensation, moving expenses, and welfare benefits are excluded.
|
¨
(3)
|
Amounts received as a bonus are excluded.
|
¨
(4)
|
Amounts received as commissions are excluded.
|
¨
(5)
|
Overtime payments are excluded.
|
¨
(6)
|
Describe adjustments to Plan Compensation:
|
¨
(b)
|
Exclusions applicable only to Highly Compensated Employees.
If this subsection is checked, any non-safe harbor adjustments selected under AA §5-3 or under this AA §6C-4, to the extent the adjustments apply to Safe Harbor Contributions, will apply only to Highly Compensated Employees. [
Note:
If this subsection is checked, the definition of Plan Compensation that applies for purposes of determining the amount of Safe Harbor Contributions under the Plan will
|
¨
(c)
|
Compensation while a Participant.
Instead of using the period of compensation designated under AA §5-4 for Salary Deferrals, the following Plan Compensation will be taken into account for Safe Harbor Contributions:
|
¨
(1)
|
Only Plan Compensation earned while the Employee is eligible to receive a Safe Harbor Contribution.
|
¨
(2)
|
Plan Compensation for the entire Plan Year, including compensation earned while an individual is not eligible to receive the Safe Harbor Contribution.
|
6C-5
|
OFFSET OF ADDITIONAL EMPLOYER CONTRIBUTIONS.
Any additional Employer Contributions under AA §6 will be allocated to all eligible Participants in addition to the Safe Harbor Employer Contribution, unless selected otherwise under this AA §6C-5.
|
¨
|
Check this AA §6C-5 to provide that the Safe Harbor Employer Contribution offsets any additional Employer Contributions designated under AA §6. For this purpose, if the permitted disparity allocation method is selected under AA §6-3, this offset applies only to the second step of the two-step permitted disparity formula or the fourth step of the four-step permitted disparity formula. (See Section 3.02(d)(1) of the Plan.)
|
6C-6
|
DELAYED EFFECTIVE DATE.
The Safe Harbor provisions under this AA §6C are effective as of the Effective Date of the Plan, as designated in the Employer Signature Page. To provide for a delayed effective date for the Safe Harbor provisions, check this AA §6C-6.
|
¨
|
The Safe Harbor provisions under this AA §6C are effective beginning
. Prior to this delayed effective date, the provisions of this AA §6C do not apply. Thus, prior to the delayed effective date, the Employer is not obligated to make a Safe Harbor Contribution and the Plan is subject to ADP and ACP Testing, to the extent applicable.
|
6D-1
|
SPECIAL CONTRIBUTIONS.
The following Special Contributions may be made under the Plan:
|
¨
(a)
|
No Special Contributions are permitted. [
Skip to Section 7.
]
|
þ
(b)
|
After-Tax Employee Contributions
|
¨
(c)
|
Qualified Nonelective Contributions (QNECs)
|
¨
(d)
|
Qualified Matching Contributions (QMACs)
|
6D-2
|
AFTER-TAX EMPLOYEE CONTRIBUTIONS.
If After-Tax Employee Contributions are authorized under AA §6D-1, a Participant may contribute any amount as After-Tax Employee Contributions up to the Code §415 Limitation (as defined in Section 5.03 of the Plan), except as limited under this AA §6D-2.
|
þ
(a)
|
Limits on After-Tax Employee Contributions.
If this subsection is checked, the following limits apply to After-Tax Employee Contributions:
|
þ
(1)
|
Maximum limit.
A Participant may make After-Tax Employee Contributions up to
|
þ
(i)
|
100
% of Plan Compensation
|
¨
(ii)
|
$
|
¨
(iii)
|
the entire Plan Year.
|
þ
(iv)
|
the portion of the Plan Year during which the Employee is eligible to participate.
|
¨
(v)
|
each separate payroll period during which the Employee is eligible to participate.
|
¨
(2)
|
Minimum limit.
The amount of After-Tax Employee Contributions a Participant may make for any payroll period may not be less than:
|
¨
(i)
|
% of Plan Compensation.
|
¨
(ii)
|
$
.
|
þ
(b)
|
Eligibility for Matching Contributions.
Unless designated otherwise under this subsection, After-Tax Employee Contributions will
not
be eligible for Matching Contributions under the Plan.
|
þ
(1)
|
After-Tax Employee Contributions are eligible for the following Matching Contributions under the Plan:
|
þ
(i)
|
All Matching Contributions elected under AA §6B and AA §6C.
|
¨
(ii)
|
All Matching Contributions elected under AA §6B (other than Safe Harbor/QACA Safe Harbor Matching Contributions elected under AA §6C-2).
|
¨
(iii)
|
Only Safe Harbor/QACA Safe Harbor Matching Contributions under AA §6C-2.
|
¨
(iv)
|
All Matching Contributions designated under AA §6B-2 and/or AA §6C-2, except for the following Matching Contributions:
|
þ
(2)
|
The Matching Contribution formula only applies to After-Tax Employee Contributions that do not exceed:
|
þ
(i)
|
6
% of Plan Compensation.
|
¨
(ii)
|
$
.
|
¨
(iii)
|
A discretionary amount determined by the Employer.
|
þ
(c)
|
Change or revocation of After-Tax Employee Contributions.
In addition to the Participant’s Entry Date under the Plan, a Participant’s election to change or resume After-Tax Employee Contributions will be effective as of the dates designated under the After-Tax Employee Contribution election form or other written procedures adopted by the Plan Administrator. Alternatively, the Employer may designate under this subsection specific dates as of which a Participant may change or resume After-Tax Employee Contributions. (See Section 3.06 of the Plan.)
|
¨
(1)
|
The first day of each calendar quarter
|
¨
(2)
|
The first day of each Plan Year
|
¨
(3)
|
The first day of each calendar month
|
þ
(4)
|
The beginning of each payroll period
|
¨
(5)
|
Other:
|
¨
(d)
|
ACP Testing Method.
The same ACP Testing Method will apply to After-Tax Employee Contributions as applies to Matching Contributions, as designated under AA §6B-6. If no method is selected under AA §6B-6, the Current Year Testing Method will apply, unless designated otherwise under this subsection.
|
¨
|
Instead of the Current Year Testing Method, if no testing method is selected under AA §6B-6, the Plan will use the
Prior Year Testing Method
in running the ACP Test.
|
þ
(e)
|
Other limits:
After-tax contributions, when combined with Deferred Salary contributions made by a Participant may not exceed 100% of the Participant's Compensation for the Plan Year.
|
6D-3
|
QUALIFIED NONELECTIVE CONTRIBUTIONS (QNECs).
If QNECs are authorized under AA §6D-1, the Employer may make a discretionary QNEC to the Plan as a uniform percentage of Plan Compensation, a uniform dollar amount, or as a Targeted QNEC. (See Section 3.02(a)(6)(ii)(B) of the Plan for the description of a Targeted QNEC.) The Employer also may elect under this AA §6D-3 to make a fixed QNEC to the Plan. If the Employer decides to make a discretionary QNEC, the Employer must designate the contribution as a QNEC prior to making such contribution to the Plan. (See Section 6.01(a)(4) of the Plan for a description of the amount of QNEC that may be used in the ADP Test and/or ACP Test.)
|
¨
(a)
|
All Participants.
Any QNEC made pursuant to this AA §6D-3 will be allocated to all Participants who are eligible to defer, including Highly Compensated Employees.
|
¨
(b)
|
Fixed QNEC.
|
¨
(1)
|
The Employer will make a QNEC each Plan Year equal to
% of Plan Compensation.
|
¨
(2)
|
The Employer will make a QNEC each Plan Year equal to $
.
|
¨
(c)
|
Allocation conditions.
Any QNEC made pursuant to this AA §6D-3 will be allocated only to Participants who have satisfied the following allocation conditions:
|
¨
(1)
|
Safe harbor allocation condition.
An Employee must be employed by the Employer on the last day of the Plan Year OR must complete more than 500 Hours of Service. (See Section 3.09 of the Plan.)
|
¨
(2)
|
Employment condition.
An Employee must be employed with the Employer on the last day of the Plan Year.
|
¨
(3)
|
Minimum service condition.
An Employee must be credited with at least 1,000 HOS during the Plan Year.
|
¨
(4)
|
Describe:
|
¨
(d)
|
Eligibility for QNECs.
In determining eligibility for QNECs, only those Participants who are eligible for the following contributions will share in the allocation of QNECs (subject to the selections in this AA §6D-3):
|
¨
(1)
|
Employer Contributions
|
¨
(2)
|
Matching Contributions
|
¨
(3)
|
Describe:
|
¨
(e)
|
Special rules:
|
6D-4
|
QUALIFIED MATCHING CONTRIBUTIONS (QMACs):
If QMACs are authorized under AA §6D-1, the Employer may make a discretionary QMAC as a uniform percentage of Plan Compensation. If the Employer decides to make a discretionary QMAC, the Employer must designate the contribution as a QMAC prior to making such contribution to the Plan. Unless provided otherwise under this AA §6D-4, any QMAC authorized under AA §6D-1 will be allocated only to Nonhighly Compensated Employees, without regard to the allocation conditions selected in AA §6B-7. Any discretionary Matching Contribution designated as a QMAC will automatically be subject to the requirements for QMACs (as described in Section 3.04(d) of the Plan). QMACs will be eligible for in-service distribution under the same conditions as elected for Salary Deferrals under AA §10 (other than hardship distributions). (See Section 6.02(a)(1) of the Plan for a description of the amount of QMAC that may be used in the ADP Test and/or ACP Test.)
|
¨
(a)
|
Eligibility for QMAC.
The discretionary QMAC will be allocated to all Participants (instead of only to Nonhighly Compensated Employees).
|
¨
(b)
|
Designated QMACs.
The Employer may designate under this subsection to treat specific Matching Contributions under AA §6B-2 as QMACs. [
Any Matching Contributions designated as QMACs will automatically be subject to the requirements for QMACs (as described in Section 3.04(d) of the Plan), notwithstanding any contrary selections in this Adoption Agreement.
]
|
¨
(1)
|
All Matching Contributions are designated as QMACs.
|
¨
(2)
|
The following Matching Contributions described in AA §6B-2 are designated as QMACs:
|
¨
(3)
|
Any discretionary QMAC made pursuant to this AA §6D-4 will be allocated as a Targeted QMAC, as described in Section 3.04(d)(2) of the Plan.
|
¨
(c)
|
Allocation conditions.
Any QMAC made pursuant to this AA §6D-4 will be allocated only to Participants who have satisfied the following allocation conditions:
|
¨
(1)
|
Safe harbor allocation condition.
An Employee must be employed by the Employer on the last day of the Plan Year OR must complete more than 500 Hours of Service. (See Section 3.09 of the Plan.)
|
¨
(2)
|
Employment condition.
An Employee must be employed with the Employer on the last day of the Plan Year.
|
¨
(3)
|
Minimum service condition.
An Employee must be credited with at least 1,000 HOS during the Plan Year.
|
¨
(4)
|
Describe:
|
¨
(d)
|
Special rules
:
|
7-1
|
NORMAL RETIREMENT AGE:
Normal Retirement Age under the Plan is:
|
þ
(a)
|
Age
65
(not to exceed 65).
|
¨
(b)
|
The later of age
(not to exceed 65) or the
(not to exceed 5
th
) anniversary of the Employee’s participation commencement date (as defined in Section 1.89 of the Plan).
|
¨
(c)
|
(may not be later than the later of age 65 or the 5
th
anniversary of the Employee’s participation commencement date).
|
7-2
|
EARLY RETIREMENT AGE:
Unless designated otherwise under this AA §7-2, there is no Early Retirement Age under the Plan.
|
þ
(a)
|
A Participant reaches Early Retirement Age if he/she is still employed after attainment of each of the following:
|
¨
(2)
|
The
anniversary of the date the Employee commenced participation in the Plan, and/or
|
¨
(3)
|
The completion of
Years of Service, determined as follows:
|
¨
(i)
|
Same as for eligibility.
|
¨
(ii)
|
Same as for vesting
|
¨
(b)
|
Describe.
|
8-1
|
CONTRIBUTIONS SUBJECT TO VESTING.
Does the Plan provide for Employer Contributions under AA §6, Matching Contributions under AA §6B, or QACA Safe Harbor Contributions under AA §6C that are subject to vesting?
|
þ
|
Yes
|
¨
|
No [
If “No” is checked, skip to Section 9.
]
|
8-2
|
VESTING SCHEDULE.
The vesting schedule under the Plan is as follows for both Employer Contributions and Matching Contributions, to the extent authorized under AA §6 and AA §6B. See Section 7.02 of the Plan for a description of the various vesting schedules under this AA §8-2. [
Note:
Any Prevailing Wage Contributions under AA §6-2, any Safe Harbor Contributions under AA §6C and any QNECs or QMACs under AA §6D are always 100% vested, regardless of any contrary selections in this AA §8-2 (unless provided otherwise under AA §6-2 for Prevailing Wage Contributions or under this AA §8-2 for any QACA Safe Harbor Contributions).
]
|
þ
(a)
|
Vesting schedule for Employer Contributions and Matching Contributions:
|
ER
|
Match
|
|
¨
|
¨
|
(1) Full and immediate vesting.
|
¨
|
¨
|
(2) 3-year cliff vesting schedule
|
¨
|
¨
|
(3) 6-year graded vesting schedule
|
þ
|
þ
|
(4) 5-year graded vesting schedule
|
¨
|
¨
|
(5) Modified vesting schedule
|
|
|
% after 1 Year of Service
|
|
|
% after 2 Years of Service
|
|
|
% after 3 Years of Service
|
|
|
% after 4 Years of Service
|
|
|
% after 5 Years of Service
|
100% after 7 Years of Service
|
|
100% after 6 Years of Service
|
¨
(i)
|
2-year cliff vesting
|
¨
(ii)
|
1-year cliff vesting
|
¨
(iii)
|
Graduated vesting
|
þ
(c)
|
Special provisions applicable to vesting schedule:
The 5 year graded schedule under the Employer column at 8-2(a) applies to the Enhanced Retirement contributions. The Employer Retirement contributions are 100% immediate vested.
|
8-3
|
VESTING SERVICE.
In applying the vesting schedules under this AA §8, all service with the Employer counts for vesting purposes, unless designated otherwise under this AA §8-3.
|
¨
(a)
|
Service before the original Effective Date of this Plan (or a Predecessor Plan) is excluded.
|
¨
(b)
|
Service completed before the Employee's
(not to exceed 18th) birthday is excluded.
|
8-4
|
VESTING UPON DEATH, DISABILITY OR EARLY RETIREMENT AGE.
An Employee's vesting percentage increases to 100% if, while employed with the Employer, the Employee:
|
þ
(a)
|
dies
|
þ
(b)
|
becomes Disabled
|
¨
(c)
|
reaches Early Retirement Age
|
¨
(d)
|
Not applicable. No increase in vesting applies.
|
8-5
|
DEFAULT VESTING RULES.
In applying the vesting requirements under this AA §8, the following default rules apply. [
Note:
No election should be made under this AA §8-5 if all contributions are 100% vested. ER and Match columns also apply to any Safe Harbor QACA Contributions to the extent a vesting schedule applies under AA §8-2(b).
]
|
•
|
Year of Service.
An Employee earns a Year of Service for vesting purposes upon completing 1,000 Hours of Service during a Vesting Computation Period. Hours of Service are calculated based on actual hours worked during the Vesting Computation Period. (See Section 1.71 of the Plan for the definition of Hours of Service.)
|
•
|
Vesting Computation Period.
The Vesting Computation Period is the Plan Year.
|
•
|
Break in Service Rules.
The Nonvested Participant Break in Service rule and One-Year Break in Service rules do NOT apply. (See Section 7.09 of the Plan.)
|
ER
|
Match
|
|
¨
|
¨
|
(a)
Year of Service.
Instead of 1,000 Hours of Service, an Employee earns a Year of Service upon the completion of
Hours of Service during a Vesting Computation Period.
|
¨
|
¨
|
(b)
Vesting Computation Period (VCP).
Instead of the Plan Year, the Vesting Computation Period is:
¨
(1)The 12-month period beginning with the Employee’s date of hire and, for subsequent Vesting Computation Periods, the 12-month period beginning with the anniversary of the Employee’s date of hire.
¨
(2)Describe:
[
Note:
Any Vesting Computation Period described in (2) must be a 12-consecutive month period and must apply uniformly to all Participants.
]
|
þ
|
þ
|
(c)
Elapsed Time Method.
Instead of determining vesting service based on actual Hours of Service, vesting service will be determined under the Elapsed Time Method. If this subsection is checked, service will be measured from the Employee’s employment commencement date (or reemployment commencement date, if applicable) without regard to the Vesting Computation Period designated in Section 7.06 of the Plan. (See Section 7.05(b) of the Plan.)
|
¨
|
¨
|
(d)
Equivalency Method
. For purposes of determining an Employee’s Hours of Service for vesting, the Plan will use the Equivalency Method (as defined in Section 7.03(a)(2) of the Plan). The Equivalency Method will apply to:
¨
(1)All Employees.
¨
(2)Only to Employees for whom the Employer does not maintain hourly records. For Employees for whom the Employer maintains hourly records, vesting will be determined based on actual hours worked.
Hours of Service for vesting will be determined under the following Equivalency Method.
¨
(3)
Monthly.
190 Hours of Service for each month worked.
¨
(4)
Weekly.
45 Hours of Service for each week worked.
¨
(5)
Daily.
10 Hours of Service for each day worked.
¨
(6)
Semi-monthly.
95 Hours of Service for each semi-monthly period.
|
þ
|
þ
|
(e)
Nonvested Participant Break in Service rule applies.
Service earned prior to a Nonvested Participant Break in Service will be disregarded in applying the vesting rules. (See Section 7.09(c) of the Plan.)
¨
The Nonvested Participant Break in Service rule applies to all Employees, including Employees who have not terminated employment.
|
¨
|
¨
|
(f)
One-Year Break in Service rule applies.
The One-Year Break in Service rule (as defined in Section 7.09(b) of the Plan) applies to temporarily disregard an Employee’s service earned prior to a one-year Break in Service.
¨
The One-Year Break in Service rule applies to all Employees, including Employees who have not terminated employment.
|
¨
|
¨
|
(g)
Special rules:
[
Note:
Any special rules must satisfy the nondiscrimination requirements of Code §401(a)(4) and the regulations thereunder.
]
|
8-6
|
ALLOCATION OF FORFEITURES.
The Employer may decide in its discretion how to treat forfeitures under the Plan. Alternatively, the Employer may designate under this AA §8-6 how forfeitures occurring during a Plan Year will be treated. (See Section 7.13 of the Plan.) [
Note:
ER and Match columns also apply to any Safe Harbor QACA Contributions to the extent a vesting schedule applies under AA §8-2(b).
]
|
8-7
|
SPECIAL RULES REGARDING CASH-OUT DISTRIBUTIONS.
|
(a)
|
Additional allocations.
If a terminated Participant receives a complete distribution of his/her vested Account Balance while still entitled to an additional allocation, the Cash-Out Distribution forfeiture provisions do not apply until the Participant receives a distribution of the additional amounts to be allocated. (See Section 7.12(a)(1) of the Plan.)
|
þ
|
The Cash-Out Distribution forfeiture provisions will apply if a terminated Participant takes a complete distribution, regardless of any additional allocations during the Plan Year.
|
(b)
|
Timing of forfeitures.
A Participant who receives a Cash-Out Distribution (as defined in Section 7.12(a) of the Plan) is treated as having an immediate forfeiture of his/her nonvested Account Balance.
|
¨
|
A forfeiture will occur upon the completion of
[cannot exceed 5]
consecutive Breaks in Service (as defined in Section 7.09(a) of the Plan).
|
9-1
|
AVAILABLE FORMS OF DISTRIBUTION.
|
þ
(a)
|
Installment distributions.
A Participant may take a distribution over a specified period not to exceed the life or life expectancy of the Participant (and a designated beneficiary).
|
¨
(b)
|
Annuity distributions.
A Participant may elect to have the Plan Administrator use the Participant’s vested Account Balance to purchase an annuity as described in Section 8.02 of the Plan. [
This annuity distribution option is in addition to any QJSA distribution required under AA §9-2.
]
|
¨
(c)
|
Describe distribution options:
|
9-2
|
QUALIFIED JOINT AND SURVIVOR ANNUITY RULES.
This Plan is not subject to the Qualified Joint and Survivor Annuity rules, except to the extent required under Section 9.01 of the Plan (e.g., if the Plan is a Transferee Plan). Upon termination of employment, a Participant may receive a distribution from the Plan, in accordance with the provisions of AA §9-3, in any form allowed under AA §9-1. (If any portion of this Plan is subject to the Qualified Joint and Survivor Annuity rules, the QJSA and QPSA provisions will automatically apply to such portion of the Plan.)
|
¨
(a)
|
Qualified Joint and Survivor Annuity rules.
Check this subsection to apply the Qualified Joint and Survivor Annuity rules to the entire Plan. If this subsection is checked, all distributions from the Plan must satisfy the QJSA requirements under Section 9 of the Plan, with the following modifications:
|
¨
(1)
|
No modifications.
|
¨
(2)
|
Modified QJSA benefit.
Instead of a 50% survivor benefit, the Spouse’s survivor benefit is:
|
¨
(b)
|
Modified QPSA benefit.
Instead of a 50% QPSA benefit, the QPSA benefit is 100% of the Participant’s vested Account Balance.
|
9-3
|
TIMING OF DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT.
|
(a)
|
Distribution of vested Account Balances exceeding $5,000.
A Participant who terminates employment with a vested Account Balance exceeding $5,000 may receive a distribution of his/her vested Account Balance in any form permitted under AA §9-1 within a reasonable period following:
|
þ
(1)
|
the date the Participant terminates employment.
|
¨
(2)
|
the last day of the Plan Year during which the Participant terminates employment.
|
¨
(3)
|
the first Valuation Date following the Participant's termination of employment.
|
¨
(4)
|
the completion of
Breaks in Service.
|
¨
(5)
|
the end of the calendar quarter following the date the Participant terminates employment.
|
¨
(6)
|
attainment of Normal Retirement Age, death or becoming Disabled.
|
¨
(7)
|
Describe:
|
(b)
|
Distribution of vested Account Balances not exceeding $5,000.
A Participant who terminates employment with a vested Account Balance that does not exceed $5,000 may receive a
lump sum
distribution of his/her vested Account Balance within a reasonable period following:
|
þ
(1)
|
the date the Participant terminates employment.
|
¨
(2)
|
the last day of the Plan Year during which the Participant terminates employment.
|
¨
(3)
|
the first Valuation Date following the Participant's termination of employment.
|
¨
(4)
|
the end of the calendar quarter following the date the Participant terminates employment.
|
¨
(5)
|
Describe:
|
9-4
|
DISTRIBUTION UPON DISABILITY.
Unless designated otherwise under this AA §9-4, a Participant who terminates employment on account of becoming Disabled may receive a distribution of his/her vested Account Balance in the same manner as a regular distribution upon termination.
|
(a)
|
Termination of Disabled Employee.
|
¨
(1)
|
Immediate distribution.
Distribution will be made as soon as reasonable following the date the Participant terminates on account of becoming Disabled.
|
¨
(2)
|
Following year.
Distribution will be made as soon as reasonable following the last day of the Plan Year during which the Participant terminates on account of becoming Disabled.
|
¨
(3)
|
Describe:
|
(b)
|
Definition of Disabled.
A Participant is treated as Disabled if such Participant satisfies the conditions in Section 1.38 of the Plan.
|
¨
(1)
|
The definition of Disabled is the same as defined in the Employer's Disability Insurance Plan.
|
¨
(2)
|
The definition of Disabled is the same as defined under Section 223(d) of the Social Security Act for purposes of determining eligibility for Social Security benefits.
|
þ
(3)
|
Alternative definition of Disabled:
A Participant shall be considered Disabled only if he is eligible to receive a benefit under the Employer's long term disability plan.
|
9-5
|
DETERMINATION OF BENEFICIARY.
|
(a)
|
Default beneficiaries.
Unless elected otherwise under this subsection (a), the default beneficiaries described under Section 8.08(c) of the Plan are the Participant’s surviving Spouse, the Participant’s surviving children, and the Participant’s estate.
|
¨
|
If this subsection (a) is checked, the default beneficiaries under Section 8.08(c) of the Plan are modified as follows:
|
(b)
|
One-year marriage rule.
For purposes of determining whether an individual is considered the surviving Spouse of the Participant, the determination is based on the marital status as of the date of the Participant’s death, unless designated otherwise under this subsection (b).
|
¨
|
If this subsection (b) is checked, in order to be considered the surviving Spouse, the Participant and surviving Spouse must have been married for the entire one-year period ending on the date of the Participant’s death. If the Participant and surviving Spouse are not married for at least one year as of the date of the Participant’s death, the Spouse will not be treated as the surviving Spouse for purposes of applying the distribution provisions of the Plan. (See Section 9.04(c)(2) of the Plan.)
|
(c)
|
Divorce of Spouse.
Unless elected otherwise under this subsection (c), if a Participant designates his/her Spouse as Beneficiary and subsequent to such Beneficiary designation, the Participant and Spouse are divorced, the designation of the Spouse as Beneficiary under the Plan is automatically rescinded as set forth under Section 8.08(c)(6) of the Plan.
|
¨
|
If this subsection (c) is checked, a Beneficiary designation will not be rescinded upon divorce of the Participant and Spouse.
|
9-6
|
SPECIAL RULES.
|
(a)
|
Availability of Involuntary Cash-Out Distributions.
A Participant who terminates employment with a vested Account Balance of $5,000 or less will receive an Involuntary Cash-Out Distribution, subject to the Automatic Rollover provisions under Section 8.06 of the Plan.
|
¨
(1)
|
No Involuntary Cash-Out Distributions.
The Plan does not provide for Involuntary Cash-Out Distributions. A terminated Participant must consent to any distribution from the Plan. (See Section 14.03(b) of the Plan for special rules upon Plan termination.)
|
þ
(2)
|
Lower Involuntary Cash-Out Distribution threshold.
A terminated Participant will receive an Involuntary Cash-Out Distribution only if the Participant’s vested Account Balance is less than or equal to:
|
þ
(i)
|
$1,000
|
¨
(ii)
|
$
(
must be less than $5,
000)
|
(b)
|
Application of Automatic Rollover rules.
The Automatic Rollover rules described in Section 8.06 of the Plan do not apply to any Involuntary Cash-Out Distribution below $1,000 (to the extent available under the Plan).
|
¨
|
The Automatic Rollover provisions under Section 8.06 of the Plan apply to all Involuntary Cash-Out Distributions (including those below $1,000).
|
(c)
|
Treatment of Rollover Contributions.
Unless elected otherwise under this subsection (c), Rollover Contributions will be excluded in determining whether a Participant’s vested Account Balance exceeds the Involuntary Cash-Out threshold for purposes of applying the distribution rules under this AA §9 and Section 8.04(a) of the Plan. To include Rollover Contributions for purposes of applying the Plan’s distribution rules, check below.
|
þ
|
In determining whether a Participant’s vested Account Balance exceeds the Involuntary Cash-Out threshold, Rollover Contributions will be included.
|
(d)
|
Distribution upon attainment of stated age.
The Participant consent requirements under Section 8.04 of the Plan apply for distributions occurring prior to attainment of the Participant’s Required Beginning Date.
|
¨
|
Subject to the spousal consent requirements under Section 9.04 of the Plan, a distribution from the Plan may be made to a terminated Participant without the Participant’s consent, regardless of the value of such Participant’s vested Account Balance, upon attainment of Normal Retirement Age (or age 62, if later).
|
(e)
|
In-kind distributions.
Section 8.02(b) of the Plan allows the Plan Administrator to authorize an in-kind distribution of property, including Employer Securities, to the extent the Plan holds such property.
|
¨
|
A Participant may not receive an in-kind distribution in the form of property or securities, even if the Plan holds such property on behalf of any Participant.
|
10-1
|
AVAILABILITY OF IN-SERVICE DISTRIBUTIONS.
A Participant may withdraw all or any portion of his/her vested Account Balance, to the extent designated, upon the occurrence of any of the event(s) selected under this AA §10-1. If more than one option is selected for a particular contribution source under this AA §10-1, a Participant may take an in-service distribution upon the occurrence of any of the selected events, unless designated otherwise under this AA §10-1.
|
Deferral
|
Match
|
ER
|
|
¨
|
¨
|
¨
|
(a)No in-service distributions are permitted.
|
þ
|
¨
|
¨
|
(b)Attainment of age 59½.
|
¨
|
þ
|
¨
|
(c)Attainment of age
70 1/2
.
|
þ
|
¨
|
¨
|
(d)A Hardship that satisfies the safe harbor rules under Section 8.10(e)(1) of the Plan. [
Note:
Not applicable to QNECs, QMACs, or Safe Harbor Contributions.
]
|
¨
|
¨
|
¨
|
(e) A non-safe harbor Hardship described in Section 8.10(e)(2) of the Plan. [
Note:
Not applicable to QNECs, QMACs, or Safe Harbor Contributions.
]
|
¨
|
¨
|
¨
|
(f)Attainment of Normal Retirement Age.
|
¨
|
¨
|
¨
|
(g)Attainment of Early Retirement Age.
|
N/A
|
þ
|
¨
|
(h)The Participant has participated in the Plan for at least
60
(cannot be less than 60) months.
|
N/A
|
þ
|
¨
|
(i)The amounts being withdrawn have been held in the Trust for at least two years.
|
¨
|
¨
|
¨
|
(j)Upon a Participant becoming Disabled (as defined in AA §9-4(b)).
|
¨
|
N/A
|
N/A
|
(k)As a Qualified Reservist Distribution as defined under Section 8.10(d) of the Plan.
|
¨
|
¨
|
þ
|
(l)Describe:
Employer Retirement contributions may be withdrawn at attainment of age 59 1/2. Enhanced Retirement Contributions may be withdrawn at attainment of age 70 1/2.
|
10-2
|
APPLICATION TO OTHER CONTRIBUTION SOURCES.
If the Plan allows for Rollover Contributions under AA §C-2 or After-Tax Employee Contributions under AA §6D, unless elected otherwise under this AA §10-2, a Participant may take an in-service distribution from his/her Rollover Account and After-Tax Employee Contribution Account at any time. If the Plan provides for Safe Harbor Contributions under AA §6C, unless elected otherwise under this AA §10-2, a Participant may take an in-service distribution from his/her Safe Harbor Contribution Account at the same time as elected for Salary Deferrals under AA §10-1.
|
Rollover
|
After-Tax
|
SH
|
|
¨
|
¨
|
¨
|
(a)No in-service distributions are permitted.
|
¨
|
¨
|
¨
|
(b)Attainment of age 59½.
|
¨
|
¨
|
¨
|
(c)Attainment of age
.
|
¨
|
¨
|
N/A
|
(d)A Hardship that satisfies the safe harbor rules under Section 8.10(e)(1) of the Plan.
|
¨
|
¨
|
N/A
|
(e) A non-safe harbor Hardship described in Section 8.10(e)(2) of the Plan.
|
¨
|
¨
|
¨
|
(f)Attainment of Normal Retirement Age.
|
¨
|
¨
|
¨
|
(g)Attainment of Early Retirement Age.
|
¨
|
¨
|
¨
|
(h)Upon a Participant becoming Disabled (as defined in AA §9-4).
|
¨
|
¨
|
¨
|
(i)Describe:
|
10-3
|
SPECIAL DISTRIBUTION RULES.
No special distribution rules apply, unless specifically provided under this AA §10-3.
|
¨
(a)
|
In-service distributions will only be permitted if the Participant is 100% vested in the source from which the withdrawal is taken.
|
¨
(b)
|
A Participant may take no more than
in-service distribution(s) in a Plan Year.
|
¨
(c)
|
A Participant may not take an in-service distribution of less than $
.
|
¨
(d)
|
A Participant may not take an in-service distribution of more than $
.
|
¨
(e)
|
Unless elected otherwise under this subsection, the hardship distribution provisions of the Plan are not expanded to cover primary beneficiaries as set forth in Section 8.10(e)(5) of the Plan. If this subsection is checked, the hardship provisions of the Plan will apply with respect to individuals named as primary beneficiaries under the Plan.
|
¨
(f)
|
In determining whether a Participant has an immediate and heavy financial need for purposes of applying the non-safe harbor Hardship provisions under Section 8.10(e)(2) of the Plan, the following modifications are made to the permissible events listed under Section 8.10(e)(1)(i) of the Plan:
|
þ
(g)
|
Other distribution rules:
Withdrawals of Company Match contributions permitted only after the Participant has withdrawn all available After-Tax and Rollover contributions. A Participant may not make more than one non-hardship withdrawal in a six month period from After-tax, Company Match and Rollover contributions.
|
10-4
|
REQUIRED MINIMUM DISTRIBUTIONS.
|
(a)
|
Required Beginning Date - non-5% owners.
In applying the required minimum distribution rules under Section 8.12 of the Plan, the Required Beginning Date for non-5% owners is the later of attainment of age 70½ or termination of employment. To override this default provision, check this subsection (a).
|
¨
|
The Required Beginning Date for a non-5% owner is the date the Employee attains age 70½, even if the Employee is still employed with the Employer.
|
(b)
|
Required distributions after death.
If a Participant dies before distributions begin and there is a Designated Beneficiary, the Participant or Beneficiary may elect on an individual basis whether the 5-year rule (as described in Section 8.12(f)(1) of the Plan) or the life expectancy method described under Sections 8.12(b) and (d) of the Plan apply. See Section 8.12(f)(2) of the Plan for rules regarding the timing of an election authorized under this AA §10-4.
|
¨
|
The 5-year rule under Section 8.12(f)(1) of the Plan applies (instead of the life expectancy method). Thus, the entire death benefit must be distributed by the end of the fifth year following the year of the Participant’s death. Death distributions to a Designated Beneficiary may not be made under the life expectancy method.
|
(c)
|
Waiver of Required Minimum Distribution for 2009.
For purposes of applying the Required Minimum Distribution rules for the 2009 Distribution Calendar Year, as described in Section 8.12(f)(4) of the Plan, a Participant (including an Alternate Payee or beneficiary of a deceased Participant) who is eligible to receive a Required Minimum Distribution for the 2009 Distribution Calendar Year may elect whether or not to receive the 2009 Required Minimum Distribution (or any portion of such distribution). If a Participant does not specifically elect to leave the 2009 Required Minimum Distribution in the Plan, such distribution will be made for the 2009 Distribution Calendar Year as set forth in Section 8.12 of the Plan.
|
þ
(1)
|
No Required Minimum Distribution for 2009.
If this box is checked, 2009 Required Minimum Distributions will not be made to Participants who are otherwise required to receive a Required Minimum Distribution for the
|
¨
(2)
|
Describe any special rules applicable to 2009 Required Minimum Distributions:
|
11-1
|
PLAN VALUATION.
The Plan is valued
annually
, as of the last day of the Plan Year.
|
þ
(a)
|
Additional valuation dates.
In addition, the Plan will be valued on the following dates:
|
Deferral
|
Match
|
ER
|
|
þ
|
þ
|
þ
|
(1)
Daily.
The Plan is valued at the end of each business day during which the New York Stock Exchange is open.
|
¨
|
¬
¨
|
¨
|
(2)
Monthly.
The Plan is valued at the end of each month of the Plan Year.
|
¨
|
¨
|
¨
|
(3)
Quarterly.
The Plan is valued at the end of each Plan Year quarter.
|
¨
|
¨
|
¨
|
(4)
Describe:
|
¨
(b)
|
Special rules.
The following special rules apply in determining the amount of income or loss allocated to Participants’ Accounts:
|
11-2
|
DEFINITION OF HIGHLY COMPENSATED EMPLOYEE.
In determining which Employees are Highly Compensated (as defined in Section 1.69 of the Plan), the Top-Paid Group Test does not apply, unless designated otherwise under this AA §11-2.
|
¨
(a)
|
The
Top-Paid Group Test
applies.
|
¨
(b)
|
The
Calendar Year Election
applies. [
This subsection may be chosen only if the Plan Year is not
the calendar year. If this subsection is not selected, the determination of Highly Compensated Employees is based on the Plan Year. See Section 1.69(d) of the Plan.
]
|
11-3
|
SPECIAL RULES FOR APPLYING THE CODE §415 LIMITATION.
The provisions under Section 5.03 of the Plan apply for purposes of determining the Code §415 Limitation.
|
¨
(a)
|
Limitation Year.
Instead of the Plan Year, the Limitation Year
is the 12-month period ending
.
|
¨
(b)
|
Imputed compensation.
For purposes of applying the Code §415 Limitation, Total Compensation includes imputed compensation for a Nonhighly Compensated Participant who terminates employment on account of becoming Disabled. (See Section 5.03(c)(7)(iii) of the Plan.)
|
¨
(c)
|
Special rules:
|
¨
(a)
|
Top Heavy contribution.
If this subsection is checked, any Top Heavy minimum contribution required under Section 4 of the Plan will be allocated to all Participants, including Key Employees. [
If this subsection is not checked, any Top Heavy minimum contribution will be allocated only to Non-Key Employees.
]
|
¨
(b)
|
Vesting rules applicable to Top Heavy Plans.
Generally, if a Top Heavy minimum contribution is made for a Plan Year, such contribution will be subject to the vesting schedule selected in AA §8-2 applicable to Employer Contributions. If no Employer Contributions are made to the Plan, any Top Heavy minimum contribution will be subject to a 6-year graded vesting schedule.
|
¨
(1)
|
Full and immediate vesting.
|
¨
(2)
|
3-year cliff vesting schedule
|
¨
(3)
|
Describe:
|
11-5
|
SPECIAL RULES FOR MORE THAN ONE PLAN.
|
(a)
|
Top Heavy minimum contribution - Defined Contribution Plan.
If the Employer maintains this Plan and one or more Defined Contribution Plans, any Top Heavy minimum contribution will be provided under this Plan, provided the Top Heavy minimum contribution is not otherwise provided under the other Defined Contribution Plans. (See Section 4.04(f)(1) of the Plan.)
|
¨
(1)
|
The Top Heavy minimum contribution will be provided in the following Defined Contribution Plan maintained by the Employer:
|
¨
(2)
|
Describe the Top Heavy minimum contribution that will be provided under the other Defined Contribution Plan:
|
¨
(3)
|
Describe Employees who will receive the Top Heavy minimum contribution under the other Defined Contribution Plan:
|
(b)
|
Top Heavy minimum contribution - Defined Benefit Plan.
If the Employer maintains this Plan and one or more Defined Benefit Plans, any Top Heavy minimum contribution will be provided under this Plan, provided the Top Heavy minimum benefit is not otherwise provided under the other Defined Benefit Plans. If the Top Heavy minimum contribution is provided under this Plan, the minimum required contribution is increased from 3% to 5% of Total Compensation for the Plan Year. (See Section 4.04(f)(2) of the Plan.)
|
¨
(1)
|
The Top Heavy minimum benefit will be provided in the following Defined Benefit Plan maintained by the Employer:
|
¨
(2)
|
Describe the Top Heavy minimum benefit that will be provided under the Defined Benefit Plan:
|
¨
(3)
|
Describe Employees who will receive Top Heavy minimum benefit under the Defined Benefit Plan:
|
¨
|
The Fail-Safe Coverage Provision (as described under Section 14.02(b)(1) of the Plan) applies.
|
11-7
|
QUALIFYING EMPLOYER SECURITIES AND QUALIFYING REAL PROPERTY.
See Section 10.06(c) for the limits that apply with respect to investments in Qualifying Employer Securities and Qualifying Real Property.
|
¨
(a)
|
Investment in Qualifying Employer Securities and/or Qualifying Employer Real Property may only be made from the following Accounts:
|
¨
(b)
|
The following distribution restrictions apply to Qualifying Employer Securities and/or Qualifying Employer Real Property held by a Participant under the Plan:
|
¨
(c)
|
The following special rules apply with respect to the investment in Qualifying Employer Securities and/or Qualifying Employer Real Property:
|
11-8
|
ELECTION NOT TO PARTICIPATE (see Section 2.08 of the Plan).
All Participants share in any allocation under this Plan and no Employee may waive out of Plan participation.
|
¨
|
An Employee may make a one-time irrevocable election not to participate under the Plan at any time prior to the time the Employee first becomes eligible to participate under the Plan. [
Note:
Use of this provision could result in a violation of the minimum coverage rules under Code §410(b).
]
|
11-9
|
ERISA SPENDING ACCOUNTS.
Section 11.05(d) of the Plan authorizes the Employer to establish an ERISA Spending Account to hold certain miscellaneous amounts that are remitted to the Plan.
|
¨
|
If the Employer maintains an ERISA Spending Account, the following special rules apply:
|
11-10
|
HEART ACT PROVISIONS -- BENEFIT ACCRUALS.
The benefit accrual provisions under Section 15.06 of the Plan do not apply. To apply the benefit accrual provisions under Section 15.06, check the box below.
|
¨
|
Eligibility for Plan benefits.
Check this box if the Plan will provide the benefits described in Section 15.06 of the Plan. If this box is checked, an individual who dies or becomes disabled in qualified military service will be treated as reemployed for purposes of determining entitlement to benefits under the Plan.
|
11-11
|
PROTECTED BENEFITS.
There are no protected benefits (as defined in Code §411(d)(6)) other than those described in the Plan.
|
þ
(a)
|
Additional protected benefits.
In addition to the protected benefits described in this Plan, certain other protected benefits are protected from a prior plan document. See the Addendum attached to this Adoption Agreement for a description of such protected benefits.
|
¨
(b)
|
Money Purchase Plan assets.
This Plan contains assets that were held under a Money Purchase Plan (e.g., Money Purchase Plan assets were transferred to this Plan by merger, trust-to-trust transfer or conversion). See the Addendum attached to this Adoption Agreement for a description of any special provisions that apply with respect to the transferred assets. See Section 14.05(c) of the Plan for rules regarding the treatment of transferred assets.
|
¨
(c)
|
Elimination of distribution options.
Effective
, the distribution options described in subsection (1) below are eliminated.
|
¨
(1)
|
Describe eliminated distribution options:
|
¨
(2)
|
Application to existing Account Balances.
The elimination of the distribution options described in subsection (1) applies to:
|
¨
(i)
|
All benefits under the Plan, including existing Account Balances.
|
¨
(ii)
|
Only benefits accrued after the effective date of the elimination (as described in subsection (c) above).
|
11-12
|
SPECIAL RULES FOR MULTIPLE EMPLOYER PLANS.
If the Plan is a Multiple Employer Plan (as designated under AA §2-6), the rules applicable to Multiple Employer Plans under Section 16.07 of the Plan apply.
|
11-13
|
CLAIMS PROCEDURES.
Section 11.07 of the Plan provides procedures for Participants to file a claim for benefits. Unless designated otherwise under this AA §11-13, the claims procedures under Section 11.07 of the Plan apply.
|
¨
|
The following special rules apply with respect to claims procedures under Section 11.07 of the Plan:
[
Note:
Any special rules must satisfy the requirements under ERISA Reg. §2560.503-1 and any other applicable guidance.
]
|
¨
A-1
|
Eligible Employees.
The definition of Eligible Employee under AA §3 is effective as follows:
|
¨
A-2
|
Minimum age and service conditions.
The minimum age and service conditions and Entry Date provisions specified in AA §4 are effective as follows:
|
¨
A-3
|
Compensation definitions.
The compensation definitions under AA §5 are effective as follows:
|
¨
A-4
|
Employer Contributions.
The Employer Contribution provisions under AA §6 are effective as follows:
|
þ
A-5
|
Salary Deferrals.
The provisions regarding Salary Deferrals under AA §6A are effective as follows:
|
¨
A-6
|
Matching Contributions.
The Matching Contribution provisions under AA §6B are effective as follows:
|
¨
A-7
|
Safe Harbor 401(k) Plan provisions.
The Safe Harbor 401(k) Plan provisions under AA §6C are effective as follows:
|
¨
A-8
|
Special Contributions.
The Special Contribution provisions under AA §6D are effective as follows:
|
¨
A-9
|
Retirement ages.
The retirement age provisions under AA §7 are effective as follows:
|
¨
A-10
|
Vesting and forfeiture rules.
The rules regarding vesting and forfeitures under AA §8 are effective as follows:
|
¨
A-11
|
Distribution provisions.
The distribution provisions under AA §9 are effective as follows:
|
¨
A-12
|
In-service distributions and Required Minimum Distributions.
The provisions regarding in-service distribution and Required Minimum Distributions under AA §10 are effective as follows:
|
¨
A-13
|
Miscellaneous provisions.
The provisions under AA §11 are effective as follows:
|
¨
A-14
|
Special effective date provisions for merged plans.
If any qualified retirement plans have been merged into this Plan, the provisions of Section 14.04 of the Plan apply, as follows:
|
¨
A-15
|
Other special effective dates:
|
B-1
|
Are
PARTICIPANT LOANS
permitted? (See Section 13 of the Plan.)
|
þ
(a)
|
Yes
|
¨
(b)
|
No
|
B-2
|
LOAN PROCEDURES.
|
þ
(a)
|
Loans will be provided under the default loan procedures set forth in Section 13 of the Plan, unless modified under this Appendix B.
|
¨
(b)
|
Loans will be provided under a separate written loan policy. [
If this subsection is checked, do not complete the rest of this Appendix B.
]
|
B-3
|
AVAILABILITY OF LOANS.
Participant loans are available to all Participants and Beneficiaries who are parties in interest. Participant loans are not available to a former Employee or Beneficiary (including an Alternate Payee under a QDRO) except in those limited situations where the former Employee or Beneficiary is also considered to be a “party in interest” as defined in ERISA §3(14). To override this default provision, complete this AA §B-3.
|
¨
(a)
|
A former Employee or Beneficiary (including an Alternate Payee) who has a vested Account Balance may request a loan from the Plan.
|
¨
(b)
|
A “limited participant” as defined in Section 3.07 of the Plan may not request a loan from the Plan.
|
¨
(c)
|
An officer or director of the Employer, as defined for purposes of the Sarbanes-Oxley Act, may
not
request a loan from the Plan.
|
B-4
|
LOAN LIMITS.
The default loan policy under Section 13.03 of the Plan allows Participants to take a loan provided all outstanding loans do not exceed 50% of the Participant’s vested Account Balance. To override the default loan policy to allow loans up to $10,000, even if greater than 50% of the Participant’s vested Account Balance, check this AA §B-4.
|
¨
|
A Participant may take a loan equal to the greater of $10,000 or 50% of the Participant's vested Account Balance. [
If this AA §B-4 is checked, the Participant may be required to provide adequate security as required under Section 13.06 of the Plan.
]
|
B-5
|
NUMBER OF LOANS.
The default loan policy under Section 13.04 of the Plan restricts Participants to one loan outstanding at any time. To override the default loan policy and permit Participants to have more than one loan outstanding at any time, complete (a) or (b) below.
|
¨
(a)
|
A Participant may have
loans outstanding at any time.
|
¨
(b)
|
There are no restrictions on the number of loans a Participant may have outstanding at any time.
|
B-6
|
LOAN AMOUNT.
The default loan policy under Section 13.04 of the Plan provides that a Participant may not receive a loan of less than $1,000. To modify the minimum loan amount or to add a maximum loan amount, complete this AA §B-6.
|
¨
(a)
|
There is no minimum loan amount.
|
¨
(b)
|
The minimum loan amount is $
.
|
¨
(c)
|
The maximum loan amount is $
.
|
B-7
|
INTEREST RATE.
The default loan policy under Section 13.05 of the Plan provides for an interest rate commensurate with the interest rates charged by local commercial banks for similar loans. To override the default loan policy and provide a specific interest rate to be charged on Participant loans, complete this AA §B-7.
|
þ
(a)
|
The prime interest rate
|
þ
|
plus
1
percentage point(s).
|
¨
(b)
|
Describe:
|
B-8
|
PURPOSE OF LOAN.
The default loan policy under Section 13.02 of the Plan provides that a Participant may receive a Participant loan for any purpose. To modify the default loan policy to restrict the availability of Participant loans to hardship events, check this AA §B-8.
|
¨
(a)
|
A Participant may only receive a Participant loan upon the demonstration of a hardship event, as described in Section 8.10(e)(1)(i) of the Plan.
|
¨
(b)
|
A Participant may only receive a Participant loan under the following circumstances:
|
B-9
|
APPLICATION OF LOAN LIMITS.
If Participant loans are not available from all contribution sources, the limitations under Code §72(p) and the adequate security requirements of the Department of Labor regulations will be applied by taking into account the Participant’s entire Account Balance. To override this provision, complete this AA §B-9.
|
þ
|
The loan limits and adequate security requirements will be applied by taking into account only those contribution Accounts which are available for Participant loans.
|
B-10
|
CURE PERIOD.
The Plan provides that a Participant incurs a loan default if a Participant does not repay a missed payment by the end of the calendar quarter following the calendar quarter in which the missed payment was due. To override this default provision to apply a shorter cure period, complete this AA §B-10.
|
¨
|
The cure period for determining when a Participant loan is treated as in default will be
days (cannot exceed 90) following the end of the month in which the loan payment is missed.
|
B-11
|
PERIODIC REPAYMENT - PRINCIPAL RESIDENCE.
If a Participant loan is for the purchase of a Participant’s primary residence, the loan repayment period for the purchase of a principal residence may not exceed ten (10) years.
|
¨
(a)
|
The Plan does not permit loan payments to exceed five (5) years, even for the purchase of a principal residence.
|
þ
(b)
|
The loan repayment period for the purchase of a principal residence may not exceed
15
years (may not exceed 30).
|
¨
(c)
|
Loans for the purchase of a Participant’s primary residence may be payable over any reasonable period commensurate with the period permitted by commercial lenders for similar loans.
|
B-12
|
TERMINATION OF EMPLOYMENT.
Section 13.11 of the Plan provides that a Participant loan becomes due and payable in full upon the Participant’s termination of employment. To override this default provision, complete this AA §B-12.
|
¨
|
A Participant loan will not become due and payable in full upon the Participant’s termination of employment.
|
B-13
|
DIRECT ROLLOVER OF A LOAN NOTE.
Section 13.11(b) of the Plan provides that upon termination of employment a Participant may request the Direct Rollover of a loan note. To override this default provision, complete this AA §B-13.
|
¨
|
A Participant may
not
request the Direct Rollover of the loan note upon termination of employment.
|
B-14
|
LOAN RENEGOTIATION.
The default loan policy provides that a Participant may renegotiate a loan, provided the renegotiated loan separately satisfies the reasonable interest rate requirement, the adequate security requirement, the periodic repayment requirement and the loan limitations under the Plan. The Employer may restrict the availability of renegotiations to prescribed purposes provided the ability to renegotiate a Participant loan is available on a non-discriminatory basis. To override the default loan policy and restrict the ability of a Participant to renegotiate a loan, complete this AA §B-14.
|
¨
(a)
|
A Participant may
not
renegotiate the terms of a loan.
|
¨
(b)
|
The following special provisions apply with respect to renegotiated loans:
|
B-15
|
SOURCE OF LOAN.
Participant loans may be made from all available contribution sources, to the extent vested, unless designated otherwise under this AA §B-15.
|
þ
|
Participant loans will not be available from the following contribution sources:
Enhanced Retirement Contributions
|
B-16
|
MODIFICATIONS TO DEFAULT LOAN PROVISIONS.
|
¨
|
The following special rules will apply with respect to Participant loans under the Plan:
|
C-1
|
DIRECTION OF INVESTMENTS.
Are Participants permitted to
direct investments
? (See Section 10.07 of the Plan.)
|
þ
(a)
|
Specify Accounts:
All accounts except the Company Match and Employer Retirement accounts
|
¨
(b)
|
Check this selection if the Plan is intended to comply with
ERISA §404(c)
. (See Section 10.07(e) of the Plan.)
|
¨
(c)
|
Describe any special rules that apply for purposes of direction of investments:
|
C-2
|
ROLLOVER CONTRIBUTIONS.
Does the Plan accept
Rollover Contributions
? (See Section 3.07 of the Plan.)
|
¨
(a)
|
If this subsection (a) is checked, an Employee may not make a Rollover Contribution to the Plan prior to becoming a Participant in the Plan. (See Section 3.07 of the Plan.)
|
þ
(b)
|
Check this subsection (b) if the Plan will not accept Rollover Contributions from former Employees.
|
¨
(c)
|
Describe any special rules for accepting Rollover Contributions:
|
C-3
|
LIFE INSURANCE.
Are
life insurance
investments permitted? (See Section 10.08 of the Plan.)
|
C-4
|
QDRO PROCEDURES.
Do the
default QDRO procedures
under Section 11.06 of the Plan apply?
|
¨
|
The provisions of Section 11.06 are modified as follows:
|
¨
(a)
|
The adoption of a
new plan
, effective
[
insert Effective Date of Plan
]. [
Note:
Date can be no earlier than the first day of the Plan Year in which the Plan
is
adopted.
]
|
þ
(b)
|
The
restatement
of an existing plan, in order to comply with the requirements of PPA, pursuant to Rev. Proc. 2011-49.
|
(1)
|
Effective date of restatement:
1-1-2015
. [
Note:
Date can be no earlier than January 1, 2007. Section 14.01(f)(2) of Plan provides for retroactive effective dates for all PPA provisions. Thus, a current effective date may be used under this subsection (1) without jeopardizing reliance.
]
|
¨
(c)
|
An
amendment or restatement
of the Plan (other than to comply with PPA). If this Plan is being amended, a snap-on amendment may be used to designate the modifications to the Plan or the updated pages of the Adoption Agreement may be substituted for the original pages in the Adoption Agreement. All prior Employer Signature Pages should be retained as part of this Adoption Agreement.
|
(1)
|
Effective Date(s) of amendment/restatement:
|
(2)
|
Name of plan being amended/restated:
|
(3)
|
The original effective date of the plan being amended/restated:
|
(4)
|
If Plan is being amended, identify the Adoption Agreement section(s) being amended:
|
Rayonier Advanced Materials Inc.
|
|
(Name of Employer)
|
|
|
|
|
|
(Name of authorized representative)
|
(Title)
|
|
|
|
|
(Signature)
|
(Date)
|
¨
(a)
|
Discretionary.
The Trustee has discretion to invest Plan assets, unless specifically directed otherwise by the Plan Administrator, the Employer, an Investment Manager or other Named Fiduciary or, to the extent authorized under the Plan, a Plan Participant.
|
þ
(b)
|
Nondiscretionary.
The Trustee may only invest Plan assets as directed by the Plan Administrator, the Employer, an Investment Manager or other Named Fiduciary or, to the extent authorized under the Plan, a Plan Participant.
|
¨
(c)
|
Fully funded.
There is no Trustee under the Plan because the Plan is funded exclusively with custodial accounts, annuity contracts and/or insurance contracts. (See Section 12.16 of the Plan.)
|
¨
(d)
|
Determined under a separate trust agreement.
The Trustee's investment powers are determined under a separate trust document which replaces (or is adopted in conjunction with) the trust provisions under the Plan.
|
¨
|
Describe
Trustee powers:
|
Reliance Trust Company
|
|
(Print name of Trustee)
|
|
|
|
|
|
(Signature of Trustee or authorized representative)
|
(Date)
|
|
|
|
|
|
|
þ
|
Check this selection and complete this page if a Participating Employer (other than the Employer that signs the Signature Page above) will participate under this Plan as a Participating Employer.
[
Note:
See Section 16 of the Plan for rules relating to the adoption of the Plan by a Participating Employer. If there is more than one Participating Employer, each one should execute a separate Participating Employer Adoption Page. Any reference to the “Employer” in this Adoption Agreement is also a reference to the Participating Employer, unless otherwise noted.
]
|
¨
|
New plan.
The Participating Employer is adopting this Plan as a new Plan effective
. [
Note:
Date can be no earlier than the first day of the Plan Year in which the Plan
is
adopted.
]
|
þ
|
Restated plan.
The Participating Employer is adopting this Plan as a restatement of a prior plan.
|
(a)
|
Name of plan(s) being restated:
Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees
|
¨
|
Cessation of participation.
The Participating Employer is ceasing its participation in the Plan effective as of:
|
¨
|
Check this box if contributions made by the Participating Employer signing this Participating Employer Adoption Page (and any forfeitures relating to such contributions) will be allocated only to Participants actually employed by the Participating Employer making the contribution. If this box is checked, Employees of the Participating Employer signing this Participating Employer Adoption Page will not share in an allocation of contributions (or forfeitures relating to such contributions) made by the Employer or any other Participating Employer. [
Note:
Use of this section may require additional testing. See Section 16.04 of the Plan.
]
|
¨
(a)
|
Special Effective Dates.
Check this (a) if different special effective dates apply with respect to the Participating Employer signing this Participating Employer Adoption Page. Attach a separate Addendum to the Adoption Agreement entitled “Special Effective Dates for Participating Employer” and identify the special effective dates as they apply to the Participating Employer.
|
¨
(b)
|
Modification of Adoption Agreement elections.
Section(s)
of the Agreement are being modified for this Participating Employer. The modified provisions are effective
.
|
Rayonier A.M. Wood Procurement LLC
|
|
(Name of Participating Employer)
|
|
|
|
|
|
(Name of authorized representative)
|
(Title)
|
|
|
|
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(Signature)
|
(Date)
|
þ
|
Check this selection and complete this page if a Participating Employer (other than the Employer that signs the Signature Page above) will participate under this Plan as a Participating Employer.
[
Note:
See Section 16 of the Plan for rules relating to the adoption of the Plan by a Participating Employer. If there is more than one Participating Employer, each one should execute a separate Participating Employer Adoption Page. Any reference to the “Employer” in this Adoption Agreement is also a reference to the Participating Employer, unless otherwise noted.
]
|
¨
|
New plan.
The Participating Employer is adopting this Plan as a new Plan effective
. [
Note:
Date can be no earlier than the first day of the Plan Year in which the Plan
is
adopted.
]
|
þ
|
Restated plan.
The Participating Employer is adopting this Plan as a restatement of a prior plan.
|
(a)
|
Name of plan(s) being restated:
Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees
|
¨
|
Cessation of participation.
The Participating Employer is ceasing its participation in the Plan effective as of:
|
¨
|
Check this box if contributions made by the Participating Employer signing this Participating Employer Adoption Page (and any forfeitures relating to such contributions) will be allocated only to Participants actually employed by the Participating Employer making the contribution. If this box is checked, Employees of the Participating Employer signing this Participating Employer Adoption Page will not share in an allocation of contributions (or forfeitures relating to such contributions) made by the Employer or any other Participating Employer. [
Note:
Use of this section may require additional testing. See Section 16.04 of the Plan.
]
|
¨
(a)
|
Special Effective Dates.
Check this (a) if different special effective dates apply with respect to the Participating Employer signing this Participating Employer Adoption Page. Attach a separate Addendum to the Adoption Agreement entitled “Special Effective Dates for Participating Employer” and identify the special effective dates as they apply to the Participating Employer.
|
¨
(b)
|
Modification of Adoption Agreement elections.
Section(s)
of the Agreement are being modified for this Participating Employer. The modified provisions are effective
.
|
Rayonier A.M. Sales and Technology Inc.
|
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(Name of Participating Employer)
|
|
|
|
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(Name of authorized representative)
|
(Title)
|
|
|
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(Signature)
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(Date)
|
4-5
|
SERVICE WITH PREDECESSOR EMPLOYER.
If the Employer is maintaining the Plan of a Predecessor Employer, service with such Predecessor Employer is automatically counted for eligibility, vesting and for purposes of applying any allocation conditions under AA §6-5 and AA §6B-7.
|
þ
(a)
|
Identify Predecessor Employer(s):
|
¨
(1)
|
The Plan will count service with all Employers which have been acquired as part of a transaction under Code §410(b)(6)(C).
|
þ
(2)
|
The Plan will count service with the following Predecessor Employers:
|
Name of Predecessor Employer
|
Eligibility
|
Vesting
|
Allocation
Conditions
|
þ
(1)
Rayonier, Inc.
|
þ
|
þ
|
þ
|
þ
(b)
|
Describe
any special provisions applicable to Predecessor Employer service:
Predecessor Employer service shall only be credited to Eligible Employees who provided service to Rayonier Inc. and who became Participants in this Plan as of 11:59pm on June 27, 2014 (the “Effective Time”) or at a later date, solely because such Eligible Employee was working for Rayonier, Inc. pursuant to a visa the conditions of which would not permit such Eligible Employee’s employment to transfer to the Employer until after the Effective Time (the “Later Date”), provided such Eligible Employees were eligible to participate in the Rayonier Investment and Savings Plan for Salaried Employees immediately prior to the Effective Time or the Later Date.
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5-3
|
PLAN COMPENSATION
: Plan Compensation is
Total Compensation
(as defined in AA §5-1 above) with the following exclusions described below.
|
Deferral
|
Match
|
ER
|
|
¨
|
¨
|
¨
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(a)No exclusions.
|
N/A
|
¨
|
¨
|
(b)Elective Deferrals (as defined in Section 1.46 of the Plan), pre-tax contributions to a cafeteria plan or a Code §457 plan, and qualified transportation fringes under Code §132(f)(4) are excluded.
|
þ
|
þ
|
þ
|
(c)All fringe benefits (cash and noncash), reimbursements or other expense allowances, moving expenses, deferred compensation, and welfare benefits are excluded.
|
¨
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¨
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¨
|
(d)Compensation above $
is excluded. (See Section 1.97 of the Plan.)
|
þ
|
þ
|
¨
|
(e)Amounts received as a bonus are excluded.
|
¨
|
¨
|
¨
|
(f)Amounts received as commissions are excluded.
|
þ
|
þ
|
þ
|
(g)Overtime payments are excluded.
|
¨
|
¨
|
¨
|
(h)Amounts received for services performed for a non-signatory Related Employer are excluded. (See Section 2.02(c) of the Plan.)
|
¨
|
¨
|
¨
|
(i)“Deemed §125 compensation” as defined in Section 1.141(d) of the Plan.
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¨
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¨
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¨
|
(j)Amounts received after termination of employment are excluded. (See Section 1.141(b) of the Plan.)
|
þ
|
þ
|
þ
|
(k)Differential Pay (as defined in Section 1.141(e) of the Plan).
|
þ
|
þ
|
þ
|
(l)Describe adjustments to Plan Compensation:
All short term disability or disability salary continuation payments; foreign service allowance; bonuses for Employer contribution sources except the Enhanced Retirement contributions. Sign-on and achievement bonuses are excluded for calculation of Enhanced Retirement contributions.
|
6-2
|
EMPLOYER CONTRIBUTION FORMULA.
For the period designated in AA §6-4 below, the Employer will make the following Employer Contributions on behalf of Participants who satisfy the allocation conditions designated in AA §6-5 below. Any Employer Contribution authorized under this AA §6-2 will be allocated in accordance with the allocation formula selected under AA §6-3.
|
þ
(a)
|
Discretionary contribution.
The Employer will determine in its sole discretion how much, if any, it will make as an Employer Contribution.
|
¨
(b)
|
Fixed contribution.
|
¨
(1)
|
% of each Participant’s Plan Compensation.
|
¨
(2)
|
$
for each Participant.
|
¨
(3)
|
The Employer Contribution will be determined in accordance with any Collective Bargaining Agreement(s) addressing retirement benefits of Collectively Bargained Employees under the Plan.
|
¨
(c)
|
Service-based contribution.
The Employer will make the following contribution:
|
¨
(1)
|
Discretionary.
A discretionary contribution determined as a uniform percentage of Plan Compensation or a uniform dollar amount for each period of service designated below.
|
¨
(2)
|
Fixed percentage.
% of Plan Compensation paid for each period of service designated below.
|
¨
(3)
|
Fixed dollar.
$
for each period of service designated below.
|
¨
(4)
|
Each Hour of Service
|
¨
(5)
|
Each week of employment
|
¨
(6)
|
Describe period:
|
¨
(7)
|
Describe any special provisions that apply to service-based contribution:
|
¨
(d)
|
Year of Service contribution.
The Employer will make an Employer Contribution based on Years of Service with the Employer.
|
¨
(e)
|
Prevailing Wage Formula.
The Employer will make a contribution for each Participant’s Prevailing Wage Service based on the hourly contribution rate for the Participant’s employment classification. (See Section 3.02(a)(5) of the Plan.)
|
¨
(1)
|
Amount of contribution.
The Employer will make an Employer Contribution based on the hourly contribution rate for the Participant’s employment classification. The Prevailing Wage Contribution will be determined as follows:
|
¨
(i)
|
The Employer Contribution will be determined based on the required contribution rates for the employment classifications under the applicable federal, state or municipal prevailing wage laws. For any Employee performing Prevailing Wage Service, the Employer may make the required contribution for such service without designating the exact amount of such contribution.
|
¨
(ii)
|
The Employer will make the Prevailing Wage Contribution based on the hourly contribution rates as set forth in the Addendum attached to this Adoption Agreement. However, if the required contribution under the applicable federal, state or municipal prevailing wage law provides for a greater contribution than set forth in the Addendum, the Employer may make the greater contribution as a Prevailing Wage Contribution.
|
¨
(2)
|
Offset of other contributions.
The contributions under the Prevailing Wage Formula will offset the following contributions under this Plan. (See Section 3.02(a)(5) of the Plan.)
|
¨
(i)
|
Employer Contributions (other than Safe Harbor Employer Contributions)
|
¨
(ii)
|
Safe Harbor Employer Contributions.
|
¨
(iii)
|
Qualified Nonelective Contributions (QNECs)
|
¨
(iv)
|
Matching Contributions (other than Safe Harbor Matching Contributions)
|
¨
(v)
|
Safe Harbor Matching Contributions.
|
¨
(vi)
|
Qualified Matching Contributions (QMACs)
|
¨
(3)
|
Modification of default rules.
Section 3.02(a)(5) of the Plan contains default rules for administering the Prevailing Wage Formula. Complete this subsection (3) to modify the default provisions.
|
¨
(i)
|
Application to Highly Compensated Employees.
Instead of applying only to Nonhighly Compensated Employees, the Prevailing Wage Formula applies to all eligible Participants, including Highly Compensated Employees.
|
¨
(ii)
|
Minimum age and service conditions.
Instead of no minimum age or service condition,
Prevailing Wage contributions are subject to a one Year of Service (as defined in AA§4-3) and age 21 minimum age and service requirement with semi-annual Entry Dates.
|
¨
(iii)
|
Allocation conditions.
Instead of no allocation conditions, the Prevailing Wage contributions are subject to a 1,000 Hours of Service and last day employment allocation condition, as set forth under Section 3.09 of the Plan.
|
¨
(iv)
|
Vesting.
Instead of 100% immediate vesting, Prevailing Wage contributions will vest under the following vesting schedule (as defined in Section 7.02 of the Plan):
|
¨
(A)
|
6-year graded vesting schedule
|
¨
(B)
|
3-year cliff vesting schedule
|
¨
(v)
|
Describe:
|
þ
(f)
|
Describe special rules for determining contributions under Plan:
An Employer Retirement Contribution may be made to Eligible Employees who were hired by Rayonier Inc. prior to January 1, 2006, and who became Participants in this Plan as of 11:59pm on June 27, 2014 (the “Effective Time”) or at a later date, solely because such Eligible Employee was working for Rayonier, Inc. pursuant to a visa the conditions of which would not permit such Eligible Employee’s employment to transfer to the Employer until after the Effective Time (the “Later Date”), provided such Eligible Employees were eligible to participate in the Rayonier Investment and Savings Plan for Salaried Employees immediately prior to the Effective Time or the Later Date. Except as provided in the preceding sentence, Enhanced Retirement Contributions may be made to Eligible Employees who were hired by Rayonier Inc. or the Employer on or after January 1, 2006.
|
6A-2
|
MAXIMUM LIMIT ON SALARY DEFERRALS.
Unless designated otherwise under this AA §6A-2, a Participant may defer any amount up to the Elective Deferral Dollar Limit and the Code §415 Limitation (as set forth in Sections 5.02 and 5.03 of the Plan).
|
þ
(a)
|
Salary Deferral Limit.
A Participant may not defer an amount in excess of:
|
þ
(1)
|
100
% of Plan Compensation
|
¨
(2)
|
$
.
|
¨
(3)
|
Plan Year.
|
þ
(4)
|
the portion of the Plan Year during which the individual is eligible to participate.
|
¨
(5)
|
each separate payroll period during which the individual is eligible to participate.
|
¨
(b)
|
Different limit for Highly Compensated Employees and Nonhighly Compensated Employees.
The Salary Deferral Limit described above applies only to Employees who are Highly Compensated Employees as of the first day of the Plan Year. For Nonhighly Compensated Employees, the following limit applies:
|
¨
(1)
|
No limit
(other than the Elective Deferral Dollar Limit and the Code §415 Limitation).
|
¨
(2)
|
Nonhighly Compensated Employee limit.
|
¨
(i)
|
% of Plan Compensation
|
¨
(ii)
|
$
|
¨
(iii)
|
Plan Year.
|
¨
(iv)
|
the portion of the Plan Year during which the individual is eligible to participate.
|
¨
(v)
|
each separate payroll period during which the individual is eligible to participate.
|
¨
(c)
|
Special limit for bonus payments.
If bonus payments are not excluded from the definition of Plan Compensation under AA §5-3, Employees may defer any amounts out of bonus payments, subject to the Elective Deferral Dollar Limit and the Code §415 Limitation (as defined in Sections 5.02 and 5.03 of the Plan) and any other limit on Salary Deferrals under this AA 6A-2. The Employer may use this section to impose special limits on bonus payments or may impose special limits on bonus payments under the Salary Deferral Election. (See Section 3.03(a) of the Plan.)
|
¨
|
A Participant may defer up to
% (
not to exceed 100%
) of any bonus payment (subject to the Elective Deferral Dollar Limit and the Code §415 Limitation) without regard to any other limits described under this AA §6A-2.
|
þ
(d)
|
Describe
any other limits that apply with respect to Salary Deferrals under the Plan:
: Deferred Salary contributions, when combined with After-tax contributions made by a Participant may not exceed 100% of the Participant’s Compensation for the Plan Year.
|
6B-2
|
MATCHING CONTRIBUTION FORMULA:
For the period designated in AA §6B-5 below, the Employer will make the following Matching Contribution on behalf of Participants who satisfy the allocation conditions under AA §6B-7 below. [
See AA §6B-3 for the definition of Eligible Contributions for purposes of the Matching Contributions under the Plan. If the Plan provides for After-Tax Employee Contributions, also see AA §6D-2 to determine the application of the Matching Contribution formulas to After-Tax Employee Contributions.
]
|
þ
(a)
|
Discretionary match.
The Employer will determine in its sole discretion how much, if any, it will make as a Matching Contribution. Such amount can be determined either as a uniform percentage of deferrals or as a flat dollar amount for each Participant.
|
þ
(b)
|
Fixed match.
The Employer will make a Matching Contribution for each Participant equal to:
|
þ
(1)
|
60
% of Eligible Contributions made for each period designated in AA §6B-5 below.
|
¨
(2)
|
$
for each period designated in AA §6B-5 below.
|
¨
(3)
|
% of Eligible Contributions made for each period designated in AA §6B-5 below. However, to receive the Matching Contribution for a given period, a Participant must contribute Eligible Contributions equal to at least
% of Plan Compensation for such period.
|
¨
(4)
|
$
for each period designated in AA §6B-5 below. However, to receive the Matching Contribution for a given period, a Participant must contribute Eligible Contributions equal to at least
% of Plan Compensation for such period.
|
¨
(c)
|
Tiered match.
The Employer will make a Matching Contribution to all Participants based on the following tiers of Eligible Contributions.
|
¨
(1)
|
Tiers as percentage of Plan Compensation.
|
Eligible Contributions
|
Fixed
Match %
|
Discretionary Match
|
¨
(i) Up to
% of Plan Compensation
|
%
|
¨
|
¨
(ii) From
% up to
% of Plan Compensation
|
%
|
¨
|
¨
(iii) From
% up to
% of Plan Compensation
|
%
|
¨
|
¨
(iv) From
% up to
% of Plan Compensation
|
%
|
¨
|
Eligible Contributions
|
Fixed
Match
|
Discretionary Match
|
¨
(i) Up to $
|
%
|
¨
|
¨
(ii) From $
up to $
|
%
|
¨
|
¨
(iii) From $
up to $
|
%
|
¨
|
¨
(iv) Above $
|
%
|
¨
|
¨
(d)
|
Year of Service match.
The Employer will make a Matching Contribution as a uniform percentage of Eligible Contributions to all Participants based on Years of Service with the Employer.
|
Years of Service
|
Matching %
|
¨
(1) From
up to Years of Service
|
%
|
¨
(2) From
up to Years of Service
|
%
|
¨
(3) From
up to Years of Service
|
%
|
¨
(4) Years of Service equal to and above
|
%
|
¨
(e)
|
Different Employee groups.
The Employer may make a different Matching Contribution to the Employee groups designated under subsection (1) below. The Matching Contribution will be allocated separately to each designated Employee group in accordance with the formula designated under subsection (2).
|
(1)
|
Designated Employee groups.
|
(2)
|
Matching Contribution formulas.
|
¨
(i)
|
Discretionary Matching Contribution.
The Employer may make a different discretionary Matching Contribution for each Employee group designated under subsection (1).
|
¨
(ii)
|
Different Matching Contribution formula.
The following Matching Contribution will apply for each Employee group designated under subsection (1).
|
¨
(f)
|
Describe special rules for determining allocation formula:
|
6B-4
|
LIMITS ON MATCHING CONTRIBUTIONS.
In applying the Matching Contribution formula(s) selected under AA §6B-2 above, all Eligible Contributions are eligible for Matching Contributions, unless elected otherwise under this AA §6B-4. [
See AA §6D-2 for any limits that apply with respect to After-Tax Employee Contributions.
]
|
¨
(a)
|
ACP safe harbor match.
The Matching Contribution formula(s) selected in AA §6B-2 are designed to satisfy the ACP Safe Harbor as described in Section 6.04(i) of the Plan. Therefore, any Matching Contribution selected in AA §6B-2 will only apply with respect to Eligible Contributions that do not exceed 6% of Plan Compensation and to the extent any Matching Contribution formula is discretionary, the total amount of discretionary Matching Contributions will not exceed 4% of Plan Compensation for the Plan Year.
|
þ
(b)
|
Limit on the amount of Eligible Contributions.
The Matching Contribution formula(s) selected in AA §6B-2 above apply only to Eligible Contributions that do not exceed:
|
¨
(3)
|
A discretionary amount determined by the Employer.
|
¨
(c)
|
Limit on Matching Contributions.
The total Matching Contribution provided under the formula(s) selected in AA §6B-2 above will not exceed:
|
¨
(1)
|
% of Plan Compensation.
|
¨
(2)
|
$
.
|
þ
(d)
|
Application of limits.
The limits identified under this AA §6B-4 do
not
apply to the following Matching Contribution formula(s):
|
þ
(1)Any limit on the amount of Eligible Contributions does not apply to:
|
¨
(2) Any limit on Matching Contributions does not apply to:
|
|
þ
(i)Discretionary match
|
¨
(i)Discretionary match
|
|
¨
(ii)Fixed match
|
¨
(ii)Fixed match
|
|
¨
(iii)Tiered match
|
¨
(iii)Tiered match
|
|
¨
(iv)Year of Service match
|
¨
(iv)Year of Service match
|
|
¨
(v)Employee group match
|
¨
(v)Employee group match
|
¨
(e)
|
Special limits applicable to Matching Contributions:
|
6B-5
|
PERIOD FOR DETERMINING MATCHING CONTRIBUTIONS.
The Matching Contribution formula(s) selected in AA §6B-2 above (including any limitations on such amounts under AA §6B-4) are based on Eligible Contributions and Plan Compensation for the Plan Year. To apply a different period for determining the Matching Contributions and limits under AA §6B-2 and AA §6B-3, complete this AA §6B-5.
|
¨
(a)
|
payroll period
|
¨
(b)
|
Plan Year quarter
|
¨
(c)
|
calendar month
|
þ
(d)
|
Other:
Payroll Period for the Fixed match contribution and Plan Year for the Discretionary match contribution.
|
6D-2
|
AFTER-TAX EMPLOYEE CONTRIBUTIONS.
If After-Tax Employee Contributions are authorized under AA §6D-1, a Participant may contribute any amount as After-Tax Employee Contributions up to the Code §415 Limitation (as defined in Section 5.03 of the Plan), except as limited under this AA §6D-2.
|
þ
(a)
|
Limits on After-Tax Employee Contributions.
If this subsection is checked, the following limits apply to After-Tax Employee Contributions:
|
þ
(1)
|
Maximum limit.
A Participant may make After-Tax Employee Contributions up to
|
þ
(i)
|
100
% of Plan Compensation
|
¨
(ii)
|
$
|
¨
(iii)
|
the entire Plan Year.
|
þ
(iv)
|
the portion of the Plan Year during which the Employee is eligible to participate.
|
¨
(v)
|
each separate payroll period during which the Employee is eligible to participate.
|
þ
(2)
|
Minimum limit.
The amount of After-Tax Employee Contributions a Participant may make for any payroll period may not be less than:
|
þ
(i)
|
1
% of Plan Compensation.
|
¨
(ii)
|
$
.
|
þ
(b)
|
Eligibility for Matching Contributions.
Unless designated otherwise under this subsection, After-Tax Employee Contributions will
not
be eligible for Matching Contributions under the Plan.
|
þ
(1)
|
After-Tax Employee Contributions are eligible for the following Matching Contributions under the Plan:
|
þ
(i)
|
All Matching Contributions elected under AA §6B and AA §6C.
|
¨
(ii)
|
All Matching Contributions elected under AA §6B (other than Safe Harbor/QACA Safe Harbor Matching Contributions elected under AA §6C-2).
|
¨
(iii)
|
Only Safe Harbor/QACA Safe Harbor Matching Contributions under AA §6C-2.
|
¨
(iv)
|
All Matching Contributions designated under AA §6B-2 and/or AA §6C-2, except for the following Matching Contributions:
|
þ
(2)
|
The Matching Contribution formula only applies to After-Tax Employee Contributions that do not exceed:
|
þ
(i)
|
6
% of Plan Compensation.
|
¨
(ii)
|
$
.
|
¨
(iii)
|
A discretionary amount determined by the Employer.
|
þ
(c)
|
Change or revocation of After-Tax Employee Contributions.
In addition to the Participant’s Entry Date under the Plan, a Participant’s election to change or resume After-Tax Employee Contributions will be effective as of the dates designated under the After-Tax Employee Contribution election form or other written procedures adopted by the Plan Administrator. Alternatively, the Employer may designate under this subsection specific dates as of which a Participant may change or resume After-Tax Employee Contributions. (See Section 3.06 of the Plan.)
|
¨
(1)
|
The first day of each calendar quarter
|
¨
(2)
|
The first day of each Plan Year
|
¨
(3)
|
The first day of each calendar month
|
þ
(4)
|
The beginning of each payroll period
|
¨
(5)
|
Other:
|
¨
(d)
|
ACP Testing Method.
The same ACP Testing Method will apply to After-Tax Employee Contributions as applies to Matching Contributions, as designated under AA §6B-6. If no method is selected under AA §6B-6, the Current Year Testing Method will apply, unless designated otherwise under this subsection.
|
¨
|
Instead of the Current Year Testing Method, if no testing method is selected under AA §6B-6, the Plan will use the
Prior Year Testing Method
in running the ACP Test.
|
þ
(e)
|
Other limits:
After-tax contributions, when combined with Deferred Salary contributions made by a Participant may not exceed 100% of the Participant's Compensation for the Plan Year.
|
7-2
|
EARLY RETIREMENT AGE:
Unless designated otherwise under this AA §7-2, there is no Early Retirement Age under the Plan.
|
¨
(a)
|
A Participant reaches Early Retirement Age if he/she is still employed after attainment of each of the following:
|
¨
(2)
|
The
anniversary of the date the Employee commenced participation in the Plan, and/or
|
¨
(3)
|
The completion of
Years of Service, determined as follows:
|
¬
(i)
|
Same as for eligibility.
|
¨
(ii)
|
Same as for vesting
|
¨
(b)
|
Describe.
|
8-2
|
VESTING SCHEDULE.
The vesting schedule under the Plan is as follows for both Employer Contributions and Matching Contributions, to the extent authorized under AA §6 and AA §6B. See Section 7.02 of the Plan for a description of the various vesting schedules under this AA §8-2. [
Note:
Any Prevailing Wage Contributions under AA §6-2, any Safe Harbor Contributions under AA §6C and any QNECs or QMACs under AA §6D are always 100% vested, regardless of any contrary selections in this AA §8-2 (unless provided otherwise under AA §6-2 for Prevailing Wage Contributions or under this AA §8-2 for any QACA Safe Harbor Contributions).
]
|
þ
(a)
|
Vesting schedule for Employer Contributions and Matching Contributions:
|
ER
|
Match
|
|
¨
|
¨
|
(1) Full and immediate vesting.
|
¨
|
¨
|
(2) 3-year cliff vesting schedule
|
¨
|
¨
|
(3) 6-year graded vesting schedule
|
þ
|
þ
|
(4) 5-year graded vesting schedule
|
¨
|
¨
|
(5) Modified vesting schedule
|
|
|
% after 1 Year of Service
|
|
|
% after 2 Years of Service
|
|
|
% after 3 Years of Service
|
|
|
% after 4 Years of Service
|
|
|
% after 5 Years of Service
|
100% after 7 Years of Service
|
|
100% after 6 Years of Service
|
¨
(b)
|
Special vesting schedule for QACA Safe Harbor Contributions.
Unless designated otherwise under this subsection, any QACA Safe Harbor Contributions will be 100% vested. However, if this subsection is checked, the following vesting schedule applies for QACA Safe Harbor Contributions. [
Note:
This subsection may be checked only if a QACA Safe Harbor Contribution is selected under AA §6C-2.
]
|
¨
(i)
|
2-year cliff vesting
|
¨
(ii)
|
1-year cliff vesting
|
¨
(iii)
|
Graduated vesting
|
þ
(c)
|
Special provisions applicable to vesting schedule:
The 5 year graded schedule under the Employer column at 8-2(a) applies to the Enhanced Retirement contributions. The Employer Retirement contributions are 100% immediate vested. A Participant shall become 100% vested upon a Change in Control, as that term is defined under the Rayonier Advanced Materials Inc. Retirement Plan. In addition, Participants who were hired by Rayonier, Inc. prior to July 1, 2012, and who became Participants in this Plan as of the Effective Time or the Later Date, as defined in AA§6-2(f), shall be 100% vested in all Contributions if employed after attainment of age 50.
|
11-11
|
PROTECTED BENEFITS.
There are no protected benefits (as defined in Code §411(d)(6)) other than those described in the Plan.
|
þ
(a)
|
Additional protected benefits.
In addition to the protected benefits described in this Plan, certain other protected benefits are protected from a prior plan document. See the Addendum attached to this Adoption Agreement for a description of such protected benefits.
|
¨
(b)
|
Money Purchase Plan assets.
This Plan contains assets that were held under a Money Purchase Plan (e.g., Money Purchase Plan assets were transferred to this Plan by merger, trust-to-trust transfer or conversion). See the Addendum attached to this Adoption Agreement for a description of any special provisions that apply with respect to the transferred assets. See Section 14.05(c) of the Plan for rules regarding the treatment of transferred assets.
|
¨
(c)
|
Elimination of distribution options.
Effective
, the distribution options described in subsection (1) below are eliminated.
|
¨
(1)
|
Describe eliminated distribution options:
|
¨
(2)
|
Application to existing Account Balances.
The elimination of the distribution options described in subsection (1) applies to:
|
¨
(i)
|
All benefits under the Plan, including existing Account Balances.
|
¨
(ii)
|
Only benefits accrued after the effective date of the elimination (as described in subsection (c) above).
|
C-1
|
DIRECTION OF INVESTMENTS.
Are Participants permitted to
direct investments
? (See Section 10.07 of the Plan.)
|
þ
(a)
|
Specify Accounts:
All accounts except the Company Match and Employer Retirement accounts
|
¨
(b)
|
Check this selection if the Plan is intended to comply with
ERISA §404(c)
. (See Section 10.07(e) of the Plan.)
|
þ
(c)
|
Describe any special rules that apply for purposes of direction of investments:
No current Contributions may be invested in the Rayonier Share Fund, as described in the Addendum - Protected Benefits page.
|
¨
(a)
|
Discretionary.
The Trustee has discretion to invest Plan assets, unless specifically directed otherwise by the Plan Administrator, the Employer, an Investment Manager or other Named Fiduciary or, to the extent authorized under the Plan, a Plan Participant.
|
þ
(b)
|
Nondiscretionary.
The Trustee may only invest Plan assets as directed by the Plan Administrator, the Employer, an Investment Manager or other Named Fiduciary or, to the extent authorized under the Plan, a Plan Participant.
|
¨
(c)
|
Fully funded.
There is no Trustee under the Plan because the Plan is funded exclusively with custodial accounts, annuity contracts and/or insurance contracts. (See Section 12.16 of the Plan.)
|
¨
(d)
|
Determined under a separate trust agreement.
The Trustee's investment powers are determined under a separate trust document which replaces (or is adopted in conjunction with) the trust provisions under the Plan.
|
þ
|
Describe
Trustee powers:
Notwithstanding anything herein to the contrary, no Trust Assets shall be invested in Employer Stock unless the Named Fiduciary determines that such investment may be made without registration under the federal Securities Act of 1933, as amended, and under any applicable state law, or in the alternative, that the securities have been so qualified or registered. The Named Fiduciary shall specify any restrictive legend that is required to be set forth on the certificates for the securities and the procedures the Trustee is to follow to resell such securities. The Named Fiduciary shall only direct the investment of Trust Assets in securities of the Employer or an affiliate if those securities are traded in a public market or exchange permitting a readily ascertainable fair market value. The Trustee has delegated to the Sub-Custodian the responsibilities to provide accounting, custodial, trade execution and unitization services (“Sub-Custodian Functions”) for the Employer Stock. The Trustee is authorized to rely upon the records of the Sub-Custodian and Recordkeeper with respect to Trust Assets and the Sub-Custodian Functions the Sub-Custodian may perform. The Trustee will neither prepare nor file any regulatory filings on behalf of Plan or relating to the Employer Stock, including SEC Form 8. The Trustee shall have no responsibility for delivering, forwarding, monitoring or otherwise voting any proxies unless the Named Fiduciary directs the Trustee to do so and the Trustee agrees. Employer shall make proper arrangements to receive proxies and corporate action materials and is responsible for voting proxies, except to the extent the Employer directs the Trustee to vote proxies. Trustee shall rely on the Recordkeeper for initiating, executing, monitoring or settling any securities trades with the Sub-Custodian. With respect to Employer Stock (i) the Employer or its delegate is solely responsible for compliance with all the federal securities laws and regulations, (ii) the Employer or its delegate has established procedures for the delivery to each Participant, on a confidential and timely basis, of all notices, proxies, tender and exchange offers and other information as may be necessary to permit a Participant to exercise the Participant’s authority to direct action with respect to all shares of Employer Stock in the Participant’s Plan account, (iii) the Trustee shall not tender or vote allocated or unallocated shares if Trustee fails to receive timely instructions from the Employer, its appointed proxy/tender agent or, if applicable under the terms of the Plan, the Participant, (iv) the Employer or its delegate shall provide Employer Stock reporting to Trustee, including activity and balance detail, and (v) Employer shall ensure that the value of the Employer Stock (or the Employer Stock fund in the case of unitized funds) as reported to Participants represents fair market value. The Trustee shall not be responsible for (i) monitoring or reporting to Employer any activity in Employer Stock, including unusual activity by key employees or control persons of the Employer; (ii) determining whether the Employer Stock is appropriate for investment in the Plan and/or appropriate for unitization; (iii) determining the need for and implementing any Participant trading restrictions on a unitized Employer Stock fund, and ensuring such trading restrictions are implemented (such as the establishing liquidity ratios in a unitized Employer Stock fund) to avoid or mitigate losses to the Employer Stock fund due to the impact of trading by one Participant upon other Participants invested in the unitized Employer Stock fund. The Employer agrees to provide immediate written response to questions that the Trustee may pose in its capacity as Trustee concerning Employer Stock, and if requested by Trustee, also provide written direction to the Trustee with respect to Employer Stock. The Employer agrees to respond accurately and timely, in writing, to any queries Trustee may submit to Employer relative to the ongoing viability of Employer Stock as a prudent investment for the Plan and its Participants. For purposes of the above, the term “Recordkeeper” means Massachusetts Mutual Life Insurance Company, the Plan’s duly appointed recordkeeper and any of their respective agents or assigns, including processing agents and the term “Sub-Custodian” means State Street Bank and Trust Company the entity delegated by Trustee, which serves as sub-custodian to Trustee.
|
Reliance Trust Company
|
|
(Print name of Trustee)
|
|
|
|
|
|
Signature of Trustee or authorized representative)
|
(Date)
|
¨
(a)
|
The adoption of a
new plan
, effective
[
insert Effective Date of Plan
]. [
Note:
Date can be no earlier than the first day of the Plan Year in which the Plan
is
adopted.
]
|
¨
(b)
|
The
restatement
of an existing plan, in order to comply with the requirements of PPA, pursuant to Rev. Proc. 2011-49.
|
(1)
|
Effective date of restatement:
. [
Note:
Date can be no earlier than January 1, 2007. Section 14.01(f)(2) of Plan provides for retroactive effective dates for all PPA provisions. Thus, a current effective date may be used under this subsection (1) without jeopardizing reliance.
]
|
þ
(c)
|
An
amendment or restatement
of the Plan (other than to comply with PPA). If this Plan is being amended, a snap-on amendment may be used to designate the modifications to the Plan or the updated pages of the Adoption Agreement may be substituted for the original pages in the Adoption Agreement. All prior Employer Signature Pages should be retained as part of this Adoption Agreement.
|
(1)
|
Effective Date(s) of amendment/restatement:
1-1-2015
|
(2)
|
Name of plan being amended/restated:
Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees
|
(3)
|
The original effective date of the plan being amended/restated:
6-27-2014
|
(4)
|
If Plan is being amended, identify the Adoption Agreement section(s) being amended:
4-5(b) to clarify Predecessor Employer service; 5-3(k) Plan Compensation excludes Differential Pay for all contributions 6-2(f) to clarify the Employer Retirement Contribution; 6A-2(d) to clarify Salary Deferrals; 6B-2(a), 6B-4(d)(1)(i), and 6B-5 to add a Discretionary Matching Contribution; 6D-2(a)(2)(i) to add a minimum limit of 1% for After-Tax Contributions; 7-2 to remove the Early Retirement Age; 8-2(c) to clarify Vesting; C-1(c) to clarify special rules that apply for purposes of direction of investments; 11-11(a) Protected Benefits; and the Trustee Declaration Page with clarifying language in regards to Employer Stock.
|
Rayonier Advanced Materials Inc.
|
|
(Name of Employer)
|
|
|
|
|
|
(Name of authorized representative)
|
(Title)
|
|
|
|
|
(Signature)
|
(Date)
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
|
|
|
|
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
|
|
|
|
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
|
|
|
|
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
C-1
|
DIRECTION OF INVESTMENTS.
Are Participants permitted to
direct investments
? (See Section 10.07 of the Plan.)
|
þ
(a)
|
Specify Accounts:
All Accounts
|
¨
(b)
|
Check this selection if the Plan is intended to comply with
ERISA §404(c)
. (See Section 10.07(e) of the Plan.)
|
þ
(c)
|
Describe any special rules that apply for purposes of direction of investments:
No current Contributions may be invested in the Rayonier Share Fund, as described in the Addendum - Protected Benefits page.
|
¨
(a)
|
The adoption of a
new plan
, effective
[
insert Effective Date of Plan
]. [
Note:
Date can be no earlier than the first day of the Plan Year in which the Plan
is
adopted.
]
|
¨
(b)
|
The
restatement
of an existing plan, in order to comply with the requirements of PPA, pursuant to Rev. Proc. 2011-49.
|
(1)
|
Effective date of restatement:
. [
Note:
Date can be no earlier than January 1, 2007. Section 14.01(f)(2) of Plan provides for retroactive effective dates for all PPA provisions. Thus, a current effective date may be used under this subsection (1) without jeopardizing reliance.
]
|
þ
(c)
|
An
amendment or restatement
of the Plan (other than to comply with PPA). If this Plan is being amended, a snap-on amendment may be used to designate the modifications to the Plan or the updated pages of the Adoption Agreement may be substituted for the original pages in the Adoption Agreement. All prior Employer Signature Pages should be retained as part of this Adoption Agreement.
|
(1)
|
Effective Date(s) of amendment/restatement:
1-1-2016
|
(2)
|
Name of plan being amended/restated:
Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees
|
(3)
|
The original effective date of the plan being amended/restated:
6-27-2014
|
(4)
|
If Plan is being amended, identify the Adoption Agreement section(s) being amended:
C-1(a) Participants are permitted to direct investments to all accounts.
|
Rayonier Advanced Materials Inc.
|
|
(Name of Employer)
|
|
|
|
|
|
(Name of authorized representative)
|
(Title)
|
|
|
|
|
(Signature)
|
(Date)
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
|
|
|
|
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
|
|
|
|
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
|
|
|
|
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
6-2
|
EMPLOYER CONTRIBUTION FORMULA.
For the period designated in AA §6-4 below, the Employer will make the following Employer Contributions on behalf of Participants who satisfy the allocation conditions designated in AA §6-5 below. Any Employer Contribution authorized under this AA §6-2 will be allocated in accordance with the allocation formula selected under AA §6-3.
|
þ
(a)
|
Discretionary contribution.
The Employer will determine in its sole discretion how much, if any, it will make as an Employer Contribution.
|
¨
(b)
|
Fixed contribution.
|
¨
(1)
|
% of each Participant’s Plan Compensation.
|
¨
(2)
|
$
for each Participant.
|
¨
(3)
|
The Employer Contribution will be determined in accordance with any Collective Bargaining Agreement(s) addressing retirement benefits of Collectively Bargained Employees under the Plan.
|
¨
(c)
|
Service-based contribution.
The Employer will make the following contribution:
|
¨
(1)
|
Discretionary.
A discretionary contribution determined as a uniform percentage of Plan Compensation or a uniform dollar amount for each period of service designated below.
|
¨
(2)
|
Fixed percentage.
% of Plan Compensation paid for each period of service designated below.
|
¨
(3)
|
Fixed dollar.
$
for each period of service designated below.
|
¨
(4)
|
Each Hour of Service
|
¨
(5)
|
Each week of employment
|
¨
(6)
|
Describe period:
|
¨
(7)
|
Describe any special provisions that apply to service-based contribution:
|
¨
(d)
|
Year of Service contribution.
The Employer will make an Employer Contribution based on Years of Service with the Employer.
|
Years of Service
|
Contribution %
|
¨
(1) For Years of Service between
and
|
%
|
¨
(2) For Years of Service between
and
|
%
|
¨
(3) For Years of Service between
and
|
%
|
¨
(4) For Years of Service
and above
|
%
|
¨
(e)
|
Prevailing Wage Formula.
The Employer will make a contribution for each Participant’s Prevailing Wage Service based on the hourly contribution rate for the Participant’s employment classification. (See Section 3.02(a)(5) of the Plan.)
|
¨
(1)
|
Amount of contribution.
The Employer will make an Employer Contribution based on the hourly contribution rate for the Participant’s employment classification. The Prevailing Wage Contribution will be determined as follows:
|
¨
(i)
|
The Employer Contribution will be determined based on the required contribution rates for the employment classifications under the applicable federal, state or municipal prevailing wage laws. For any Employee performing Prevailing Wage Service, the Employer may make the required contribution for such service without designating the exact amount of such contribution.
|
¨
(ii)
|
The Employer will make the Prevailing Wage Contribution based on the hourly contribution rates as set forth in the Addendum attached to this Adoption Agreement. However, if the required contribution under the applicable federal, state or municipal prevailing wage law provides for a greater contribution than set forth in the Addendum, the Employer may make the greater contribution as a Prevailing Wage Contribution.
|
¨
(2)
|
Offset of other contributions.
The contributions under the Prevailing Wage Formula will offset the following contributions under this Plan. (See Section 3.02(a)(5) of the Plan.)
|
¨
(i)
|
Employer Contributions (other than Safe Harbor Employer Contributions)
|
¨
(ii)
|
Safe Harbor Employer Contributions.
|
¨
(iii)
|
Qualified Nonelective Contributions (QNECs)
|
¨
(iv)
|
Matching Contributions (other than Safe Harbor Matching Contributions)
|
¨
(v)
|
Safe Harbor Matching Contributions.
|
¨
(vi)
|
Qualified Matching Contributions (QMACs)
|
¨
(3)
|
Modification of default rules.
Section 3.02(a)(5) of the Plan contains default rules for administering the Prevailing Wage Formula. Complete this subsection (3) to modify the default provisions.
|
¨
(i)
|
Application to Highly Compensated Employees.
Instead of applying only to Nonhighly Compensated Employees, the Prevailing Wage Formula applies to all eligible Participants, including Highly Compensated Employees.
|
¨
(ii)
|
Minimum age and service conditions.
Instead of no minimum age or service condition,
Prevailing Wage contributions are subject to a one Year of Service (as defined in AA§4-3) and age 21 minimum age and service requirement with semi-annual Entry Dates.
|
¨
(iii)
|
Allocation conditions.
Instead of no allocation conditions, the Prevailing Wage contributions are subject to a 1,000 Hours of Service and last day employment allocation condition, as set forth under Section 3.09 of the Plan.
|
¨
(iv)
|
Vesting.
Instead of 100% immediate vesting, Prevailing Wage contributions will vest under the following vesting schedule (as defined in Section 7.02 of the Plan):
|
¨
(A)
|
6-year graded vesting schedule
|
¨
(B)
|
3-year cliff vesting schedule
|
¨
(v)
|
Describe:
|
þ
(f)
|
Describe special rules for determining contributions under Plan:
An Employer Retirement Contribution may be made to Eligible Employees who were hired by Rayonier Inc. prior to January 1, 2006, and who became Participants in this Plan as of 11:59pm on June 27, 2014 (the “Effective Time”) or at a later date, solely because such Eligible Employee was working for Rayonier, Inc. pursuant to a visa the conditions of which would not permit such Eligible Employee’s employment to transfer to the Employer until after the Effective Time (the “Later Date”), provided such Eligible Employees were eligible to participate in the Rayonier Investment and Savings Plan for Salaried Employees immediately prior to the Effective Time or the Later Date. Notwithstanding the preceding sentence, no Employer Retirement contributions shall be made after December 31, 2015. Except as provided in the preceding sentence, Enhanced Retirement Contributions may be made to Eligible Employees who were hired by Rayonier Inc. or the Employer on or after January 1, 2006.
|
6B-2
|
MATCHING CONTRIBUTION FORMULA:
For the period designated in AA §6B-5 below, the Employer will make the following Matching Contribution on behalf of Participants who satisfy the allocation conditions under AA §6B-7 below. [
See AA §6B-3 for the definition of Eligible Contributions for purposes of the Matching Contributions under the Plan. If the Plan provides for After-Tax Employee Contributions, also see AA §6D-2 to determine the application of the Matching Contribution formulas to After-Tax Employee Contributions.
]
|
þ
(a)
|
Discretionary match.
The Employer will determine in its sole discretion how much, if any, it will make as a Matching Contribution. Such amount can be determined either as a uniform percentage of deferrals or as a flat dollar amount for each Participant.
|
þ
(b)
|
Fixed match.
The Employer will make a Matching Contribution for each Participant equal to:
|
þ
(1)
|
50
% of Eligible Contributions made for each period designated in AA §6B-5 below.
|
¨
(2)
|
$
for each period designated in AA §6B-5 below.
|
¨
(3)
|
% of Eligible Contributions made for each period designated in AA §6B-5 below. However, to receive the Matching Contribution for a given period, a Participant must contribute Eligible Contributions equal to at least
% of Plan Compensation for such period.
|
¨
(4)
|
$
for each period designated in AA §6B-5 below. However, to receive the Matching Contribution for a given period, a Participant must contribute Eligible Contributions equal to at least
% of Plan Compensation for such period.
|
¨
(c)
|
Tiered match.
The Employer will make a Matching Contribution to all Participants based on the following tiers of Eligible Contributions.
|
¨
(1)
|
Tiers as percentage of Plan Compensation.
|
Eligible Contributions
|
Fixed
Match %
|
Discretionary Match
|
¨
(i) Up to
% of Plan Compensation
|
%
|
¨
|
¨
(ii) From
% up to
% of Plan Compensation
|
%
|
¨
|
¨
(iii) From
% up to
% of Plan Compensation
|
%
|
¨
|
¨
(iv) From
% up to
% of Plan Compensation
|
%
|
¨
|
Eligible Contributions
|
Fixed
Match
|
Discretionary Match
|
¨
(i) Up to $
|
%
|
¨
|
¨
(ii) From $
up to $
|
%
|
¨
|
¨
(iii) From $
up to $
|
%
|
¨
|
¨
(iv) Above $
|
%
|
¨
|
¨
(d)
|
Year of Service match.
The Employer will make a Matching Contribution as a uniform percentage of Eligible Contributions to all Participants based on Years of Service with the Employer.
|
Years of Service
|
Matching %
|
¨
(1) From
up to Years of Service
|
%
|
¨
(2) From
up to Years of Service
|
%
|
¨
(3) From
up to Years of Service
|
%
|
¨
(4) Years of Service equal to and above
|
%
|
¨
(e)
|
Different Employee groups.
The Employer may make a different Matching Contribution to the Employee groups designated under subsection (1) below. The Matching Contribution will be allocated separately to each designated Employee group in accordance with the formula designated under subsection (2).
|
(1)
|
Designated Employee groups.
|
(2)
|
Matching Contribution formulas.
|
¨
(i)
|
Discretionary Matching Contribution.
The Employer may make a different discretionary Matching Contribution for each Employee group designated under subsection (1).
|
¨
(ii)
|
Different Matching Contribution formula.
The following Matching Contribution will apply for each Employee group designated under subsection (1).
|
¨
(f)
|
Describe special rules for determining allocation formula:
|
6B-4
|
LIMITS ON MATCHING CONTRIBUTIONS.
In applying the Matching Contribution formula(s) selected under AA §6B-2 above, all Eligible Contributions are eligible for Matching Contributions, unless elected otherwise under this AA §6B-4. [
See AA §6D-2 for any limits that apply with respect to After-Tax Employee Contributions.
]
|
¨
(a)
|
ACP safe harbor match.
The Matching Contribution formula(s) selected in AA §6B-2 are designed to satisfy the ACP Safe Harbor as described in Section 6.04(i) of the Plan. Therefore, any Matching Contribution selected in AA §6B-2 will only apply with respect to Eligible Contributions that do not exceed 6% of Plan Compensation and to the extent any Matching Contribution formula is discretionary, the total amount of discretionary Matching Contributions will not exceed 4% of Plan Compensation for the Plan Year.
|
þ
(b)
|
Limit on the amount of Eligible Contributions.
The Matching Contribution formula(s) selected in AA §6B-2 above apply only to Eligible Contributions that do not exceed:
|
¨
(3)
|
A discretionary amount determined by the Employer.
|
¨
(c)
|
Limit on Matching Contributions.
The total Matching Contribution provided under the formula(s) selected in AA §6B-2 above will not exceed:
|
¨
(1)
|
% of Plan Compensation.
|
¨
(2)
|
$
.
|
þ
(d)
|
Application of limits.
The limits identified under this AA §6B-4 do
not
apply to the following Matching Contribution formula(s):
|
þ
(1)Any limit on the amount of Eligible Contributions does not apply to:
|
¨
(2) Any limit on Matching Contributions does not apply to:
|
|
þ
(i)Discretionary match
|
¨
(i)Discretionary match
|
|
¨
(ii)Fixed match
|
¨
(ii)Fixed match
|
|
¨
(iii)Tiered match
|
¨
(iii)Tiered match
|
|
¨
(iv)Year of Service match
|
¨
(iv)Year of Service match
|
|
¨
(v)Employee group match
|
¨
(v)Employee group match
|
¨
(e)
|
Special limits applicable to Matching Contributions:
|
6D-2
|
AFTER-TAX EMPLOYEE CONTRIBUTIONS.
If After-Tax Employee Contributions are authorized under AA §6D-1, a Participant may contribute any amount as After-Tax Employee Contributions up to the Code §415 Limitation (as defined in Section 5.03 of the Plan), except as limited under this AA §6D-2.
|
þ
(a)
|
Limits on After-Tax Employee Contributions.
If this subsection is checked, the following limits apply to After-Tax Employee Contributions:
|
þ
(1)
|
Maximum limit.
A Participant may make After-Tax Employee Contributions up to
|
þ
(i)
|
100
% of Plan Compensation
|
¨
(ii)
|
$
|
¨
(iii)
|
the entire Plan Year.
|
þ
(iv)
|
the portion of the Plan Year during which the Employee is eligible to participate.
|
¨
(v)
|
each separate payroll period during which the Employee is eligible to participate.
|
þ
(2)
|
Minimum limit.
The amount of After-Tax Employee Contributions a Participant may make for any payroll period may not be less than:
|
þ
(i)
|
1
% of Plan Compensation.
|
¨
(ii)
|
$
.
|
þ
(b)
|
Eligibility for Matching Contributions.
Unless designated otherwise under this subsection, After-Tax Employee Contributions will
not
be eligible for Matching Contributions under the Plan.
|
þ
(1)
|
After-Tax Employee Contributions are eligible for the following Matching Contributions under the Plan:
|
þ
(i)
|
All Matching Contributions elected under AA §6B and AA §6C.
|
¨
(ii)
|
All Matching Contributions elected under AA §6B (other than Safe Harbor/QACA Safe Harbor Matching Contributions elected under AA §6C-2).
|
¨
(iii)
|
Only Safe Harbor/QACA Safe Harbor Matching Contributions under AA §6C-2.
|
¨
(iv)
|
All Matching Contributions designated under AA §6B-2 and/or AA §6C-2, except for the following Matching Contributions:
|
þ
(2)
|
The Matching Contribution formula only applies to After-Tax Employee Contributions that do not exceed:
|
þ
(i)
|
8
% of Plan Compensation.
|
¨
(ii)
|
$
.
|
¨
(iii)
|
A discretionary amount determined by the Employer.
|
þ
(c)
|
Change or revocation of After-Tax Employee Contributions.
In addition to the Participant’s Entry Date under the Plan, a Participant’s election to change or resume After-Tax Employee Contributions will be effective as of the dates designated under the After-Tax Employee Contribution election form or other written procedures adopted by the Plan Administrator. Alternatively, the Employer may designate under this subsection specific dates as of which a Participant may change or resume After-Tax Employee Contributions. (See Section 3.06 of the Plan.)
|
¨
(1)
|
The first day of each calendar quarter
|
¨
(2)
|
The first day of each Plan Year
|
¨
(3)
|
The first day of each calendar month
|
þ
(4)
|
The beginning of each payroll period
|
¨
(5)
|
Other:
|
¨
(d)
|
ACP Testing Method.
The same ACP Testing Method will apply to After-Tax Employee Contributions as applies to Matching Contributions, as designated under AA §6B-6. If no method is selected under AA §6B-6, the Current Year Testing Method will apply, unless designated otherwise under this subsection.
|
¨
|
Instead of the Current Year Testing Method, if no testing method is selected under AA §6B-6, the Plan will use the
Prior Year Testing Method
in running the ACP Test.
|
þ
(e)
|
Other limits:
After-tax contributions, when combined with Deferred Salary contributions made by a Participant may not exceed 100% of the Participant's Compensation for the Plan Year.
|
¨
(a)
|
The adoption of a
new plan
, effective
[
insert Effective Date of Plan
]. [
Note:
Date can be no earlier than the first day of the Plan Year in which the Plan
is
adopted.
]
|
¨
(b)
|
The
restatement
of an existing plan, in order to comply with the requirements of PPA, pursuant to Rev. Proc. 2011-49.
|
(1)
|
Effective date of restatement:
. [
Note:
Date can be no earlier than January 1, 2007. Section 14.01(f)(2) of Plan provides for retroactive effective dates for all PPA provisions. Thus, a current effective date may be used under this subsection (1) without jeopardizing reliance.
]
|
þ
(c)
|
An
amendment or restatement
of the Plan (other than to comply with PPA). If this Plan is being amended, a snap-on amendment may be used to designate the modifications to the Plan or the updated pages of the Adoption Agreement may be substituted for the original pages in the Adoption Agreement. All prior Employer Signature Pages should be retained as part of this Adoption Agreement.
|
(1)
|
Effective Date(s) of amendment/restatement:
1-1-2016
|
(2)
|
Name of plan being amended/restated:
Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees
|
(3)
|
The original effective date of the plan being amended/restated:
6-27-2014
|
(4)
|
If Plan is being amended, identify the Adoption Agreement section(s) being amended:
6-2(f) to clarify the Employer Contribution formula; 6B-2(b)(1) and 6B-4(b)(1) the Fixed Matching Contribution formula is now 50% of Salary Deferrals up to 8% of Plan Compensation; and 6D-2(b)(2)(i) the Matching Contribution formula only applies to After-Tax Employee Contributions that do not exceed 8% of Compensation.
|
Rayonier Advanced Materials Inc.
|
|
(Name of Employer)
|
|
|
|
|
|
(Name of authorized representative)
|
(Title)
|
|
|
|
|
(Signature)
|
(Date)
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
|
|
|
|
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
|
|
|
|
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
|
|
|
|
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
5-3
|
PLAN COMPENSATION
: Plan Compensation is
Total Compensation
(as defined in AA §5-1 above) with the following exclusions described below.
|
Deferral
|
Match
|
ER
|
|
¨
|
¨
|
¨
|
(a)No exclusions.
|
N/A
|
¨
|
¨
|
(b)Elective Deferrals (as defined in Section 1.46 of the Plan), pre-tax contributions to a cafeteria plan or a Code §457 plan, and qualified transportation fringes under Code §132(f)(4) are excluded.
|
þ
|
þ
|
þ
|
(c)All fringe benefits (cash and noncash), reimbursements or other expense allowances, moving expenses, deferred compensation, and welfare benefits are excluded.
|
¨
|
¨
|
¨
|
(d)Compensation above $
is excluded. (See Section 1.97 of the Plan.)
|
þ
|
þ
|
¨
|
(e)Amounts received as a bonus are excluded.
|
¨
|
¨
|
¨
|
(f)Amounts received as commissions are excluded.
|
þ
|
þ
|
þ
|
(g)Overtime payments are excluded.
|
¨
|
¨
|
¨
|
(h)Amounts received for services performed for a non-signatory Related Employer are excluded. (See Section 2.02(c) of the Plan.)
|
¨
|
¨
|
¨
|
(i)“Deemed §125 compensation” as defined in Section 1.141(d) of the Plan.
|
¨
|
¨
|
¨
|
(j)Amounts received after termination of employment are excluded. (See Section 1.141(b) of the Plan.)
|
þ
|
þ
|
þ
|
(k)Differential Pay (as defined in Section 1.141(e) of the Plan).
|
þ
|
þ
|
þ
|
(l)Describe adjustments to Plan Compensation:
All short term disability or disability salary continuation payments; foreign service allowance; sign-on and achievement bonuses are excluded for calculation of Employer contributions.
|
6-2
|
EMPLOYER CONTRIBUTION FORMULA.
For the period designated in AA §6-4 below, the Employer will make the following Employer Contributions on behalf of Participants who satisfy the allocation conditions designated in AA §6-5 below. Any Employer Contribution authorized under this AA §6-2 will be allocated in accordance with the allocation formula selected under AA §6-3.
|
þ
(a)
|
Discretionary contribution.
The Employer will determine in its sole discretion how much, if any, it will make as an Employer Contribution.
|
¨
(b)
|
Fixed contribution.
|
¨
(1)
|
% of each Participant’s Plan Compensation.
|
¨
(2)
|
$ for each Participant.
|
¨
(3)
|
The Employer Contribution will be determined in accordance with any Collective Bargaining Agreement(s) addressing retirement benefits of Collectively Bargained Employees under the Plan.
|
¨
(c)
|
Service-based contribution.
The Employer will make the following contribution:
|
¨
(1)
|
Discretionary.
A discretionary contribution determined as a uniform percentage of Plan Compensation or a uniform dollar amount for each period of service designated below.
|
¨
(3)
|
Fixed dollar.
$
for each period of service designated below.
|
¨
(4)
|
Each Hour of Service
|
¨
(5)
|
Each week of employment
|
¨
(6)
|
Describe period:
|
¨
(7)
|
Describe any special provisions that apply to service-based contribution:
|
¨
(d)
|
Year of Service contribution.
The Employer will make an Employer Contribution based on Years of Service with the Employer.
|
¨
(e)
|
Prevailing Wage Formula.
The Employer will make a contribution for each Participant’s Prevailing Wage Service based on the hourly contribution rate for the Participant’s employment classification. (See Section 3.02(a)(5) of the Plan.)
|
¨
(1)
|
Amount of contribution.
The Employer will make an Employer Contribution based on the hourly contribution rate for the Participant’s employment classification. The Prevailing Wage Contribution will be determined as follows:
|
¨
(i)
|
The Employer Contribution will be determined based on the required contribution rates for the employment classifications under the applicable federal, state or municipal prevailing wage laws. For
|
¨
(ii)
|
The Employer will make the Prevailing Wage Contribution based on the hourly contribution rates as set forth in the Addendum attached to this Adoption Agreement. However, if the required contribution under the applicable federal, state or municipal prevailing wage law provides for a greater contribution than set forth in the Addendum, the Employer may make the greater contribution as a Prevailing Wage Contribution.
|
¨
(2)
|
Offset of other contributions.
The contributions under the Prevailing Wage Formula will offset the following contributions under this Plan. (See Section 3.02(a)(5) of the Plan.)
|
¨
(i)
|
Employer Contributions (other than Safe Harbor Employer Contributions)
|
¨
(ii)
|
Safe Harbor Employer Contributions.
|
¨
(iii)
|
Qualified Nonelective Contributions (QNECs)
|
¨
(iv)
|
Matching Contributions (other than Safe Harbor Matching Contributions)
|
¨
(v)
|
Safe Harbor Matching Contributions.
|
¨
(vi)
|
Qualified Matching Contributions (QMACs)
|
¨
(3)
|
Modification of default rules.
Section 3.02(a)(5) of the Plan contains default rules for administering the Prevailing Wage Formula. Complete this subsection (3) to modify the default provisions.
|
¨
(i)
|
Application to Highly Compensated Employees.
Instead of applying only to Nonhighly Compensated Employees, the Prevailing Wage Formula applies to all eligible Participants, including Highly Compensated Employees.
|
¨
(ii)
|
Minimum age and service conditions.
Instead of no minimum age or service condition,
Prevailing Wage contributions are subject to a one Year of Service (as defined in AA§4-3) and age 21 minimum age and service requirement with semi-annual Entry Dates.
|
¨
(iii)
|
Allocation conditions.
Instead of no allocation conditions, the Prevailing Wage contributions are subject to a 1,000 Hours of Service and last day employment allocation condition, as set forth under Section 3.09 of the Plan.
|
¨
(iv)
|
Vesting.
Instead of 100% immediate vesting, Prevailing Wage contributions will vest under the following vesting schedule (as defined in Section 7.02 of the Plan):
|
¨
(A)
|
6-year graded vesting schedule
|
¨
(B)
|
3-year cliff vesting schedule
|
¨
(v)
|
Describe:
|
þ
(f)
|
Describe special rules for determining contributions under Plan:
Will be made to Eligible Employees who were hired by Rayonier Inc. or the Employer on or after January 1, 2006.
|
6-3
|
ALLOCATION FORMULA.
|
¨
(a)
|
Pro rata allocation.
The discretionary Employer Contribution under AA §6-2 will be allocated:
|
¨
(1)
|
as a uniform percentage of Plan Compensation.
|
¨
(2)
|
as a uniform dollar amount.
|
¨
(b)
|
Fixed contribution.
The fixed Employer Contribution under AA §6-2 will be allocated in accordance with the selections made under AA §6-2.
|
¨
(c)
|
Permitted disparity allocation.
The discretionary Employer Contribution under AA §6-2 will be allocated under the two-step method (as defined in Section 3.02(a)(1)(ii)(A) of the Plan), using the Taxable Wage Base (as defined in Section 1.136 of the Plan) as the Integration Level. However, for any Plan Year in which the Plan is Top Heavy, the four-step method (as defined in Section 3.02(a)(1)(ii)(B) of the Plan) applies, unless provided otherwise under subsection (2) below.
|
¨
(1)
|
Integration Level.
Instead of the Taxable Wage Base, the Integration Level is:
|
¨
(i)
|
% of the Taxable Wage Base, increased (but not above the Taxable Wage Base) to the next higher:
|
¨
(ii)
|
$
(not to exceed the Taxable Wage Base)
|
¨
(iii)
|
20% of the Taxable Wage Base
|
¨
(2)
|
Four-step method.
|
¨
(i)
|
Instead of applying only when the Plan is top heavy, the four-step method will always be used.
|
¨
(ii)
|
The four-step method will never be used, even if the Plan is Top Heavy.
|
¨
(iii)
|
In applying step one and step two under the four-step method, instead of using Total Compensation, the Plan will use Plan Compensation. (See Section 3.02(a)(1)(ii)(B) of the Plan.)
|
¨
(3)
|
Describe
special rules for applying permitted disparity allocation formula:
|
¨
(d)
|
Uniform points allocation.
The discretionary Employer Contribution designated in AA §6-2 will be allocated to each Participant in the ratio that each Participant's total points bears to the total points of all Participants. A Participant will receive the following points:
|
¨
(1)
|
point(s) for each
year(s) of age (attained as of the end of the Plan Year).
|
¨
(2)
|
point(s) for each $
(not to exceed $200) of Plan Compensation.
|
¨
(3)
|
point(s) for each
Year(s) of Service. For this purpose, Years of Service are determined:
|
¨
(i)
|
In the same manner as determined for eligibility.
|
¨
(ii)
|
In the same manner as determined for vesting.
|
¨
(iii)
|
Points will not be provided with respect to Years of Service in excess of
.
|
¨
(e)
|
Employee group allocation.
The Employer may make a separate Employer Contribution to the Participants in the following allocation groups. The Employer must notify the Trustee in writing of the amount of the contribution to be allocated to each allocation group.
|
¨
(1)
|
A separate discretionary Employer Contribution may be made to each Participant of the Employer (i.e., each Participant is in his/her own allocation group).
|
¨
(2)
|
A separate discretionary or fixed Employer Contribution may be made to the following allocation groups. If no fixed amount is designated for a particular allocation group, the contribution made for such allocation group will be allocated as a uniform percentage of Plan Compensation or as a uniform dollar amount to all Participants within that allocation group.
|
¨
(3)
|
Special rules.
The following special rules apply to the Employee group allocation formula.
|
¨
(i)
|
Family Members.
In determining the separate groups under (2) above, each Family Member (as defined in Section 1.65 of the Plan) of a Five Percent Owner is always in a separate allocation group. If there are more than one Family Members, each Family Member will be in a separate allocation group.
|
¨
(ii)
|
Benefiting Participants who do not receive Minimum Gateway Contribution.
In determining the separate groups under (2) above, Benefiting Participants who do not receive a Minimum Gateway Contribution are always in a separate allocation group. If there are more than one Benefiting Participants who do not receive a Minimum Gateway Contribution, each will be in a separate allocation group. (See Section 3.02(a)(1)(iv)(B)(III) of the Plan.)
|
¨
(iii)
|
More than one Employee group.
Unless designated otherwise under this subsection (iii), if a Participant is in more than one allocation group described in (2) above during the Plan Year, the Participant will receive an Employer Contribution based on the Participant’s status on the last day of the Plan Year. (See Section 3.02(a)(1)(iv)(A) of the Plan.)
|
¨
(A)
|
Determined separately for each Employee group.
If a Participant is in more than one allocation group during the Plan Year, the Participant’s share of the Employer Contribution will be based on the Participant’s status for the part of the year the Participant is in each allocation group.
|
¨
(B)
|
Describe:
|
¨
(f)
|
Age-based allocation.
The discretionary Employer Contribution designated in AA §6-2 will be allocated under the age-based allocation formula so that each Participant receives a pro rata allocation based on adjusted Plan Compensation. For this purpose, a Participant’s adjusted Plan Compensation is determined by multiplying the Participant’s Plan Compensation by an Actuarial Factor (as described in Section 1.04 of the Plan).
|
¨
(1)
|
Applicable interest rate.
Instead of 8.5%, the Plan will use an interest rate of
% (must be between 7.5% and 8.5%) in determining a Participant’s Actuarial Factor.
|
¨
(2)
|
Applicable mortality table.
Instead of the UP-1984 mortality table, the Plan will use the following mortality table in determining a Participant’s Actuarial Factor:
|
¨
(3)
|
Describe special rules applicable to age-based allocation:
|
¨
(g)
|
Service-based allocation formula.
The service-based Employer Contribution selected in AA §6-2 will be allocated in accordance with the selections made under the service-based allocation formula in AA §6-2.
|
¨
(h)
|
Year of Service allocation formula.
The Year of Service Employer Contribution selected in AA §6-2 will be allocated in accordance with the selections made under the Year of Service allocation formula in AA §6-2.
|
¨
(i)
|
Prevailing Wage allocation formula.
The Prevailing Wage Employer Contribution selected in AA §6-2 will be allocated in accordance with the selections made under the Prevailing Wage allocation formula in AA §6-2. The Employer may attach an Addendum to the Adoption Agreement setting forth the hourly contribution rate for the employment classifications eligible for Prevailing Wage contributions.
|
þ
(j)
|
Describe special rules for determining allocation formula:
The Contribution will equal 3% of an Eligible Employee's Compensation.
|
6-4
|
SPECIAL RULES.
No special rules apply with respect to Employer Contributions under the Plan, except to the extent designated under this AA §6-4. Unless designated otherwise, in determining the amount of the Employer Contributions to be allocated under this AA §6, the Employer Contribution will be based on Plan Compensation earned during the Plan Year. (See Section 3.02(c) of the Plan.)
|
¨
(a)
|
Period for determining Employer Contributions.
Instead of the Plan Year, Employer Contributions will be determined based on Plan Compensation earned during the following period: [
The Plan Year must be used if the permitted disparity allocation method is selected under AA §6-3 above.
]
|
¨
(b)
|
Limit on Employer Contributions.
The Employer Contribution elected in AA §6-2 may not exceed:
|
¨
(3)
|
Describe:
|
¨
(c)
|
Offset of Employer Contribution.
|
¨
(1)
|
A Participant’s allocation of Employer Contributions under AA §6-2 of this Plan is reduced by contributions under
[
insert name of plan(s)
]. (See Section 3.02(d)(2) of the Plan.)
|
¨
(2)
|
In applying the offset under this subsection, the following rules apply:
|
¨
(d)
|
Special rules:
|
6-5
|
ALLOCATION CONDITIONS.
A Participant must satisfy any allocation conditions designated under this AA §6-5 to receive an allocation of Employer Contributions under the Plan.
|
¨
(a)
|
No allocation conditions
apply with respect to Employer Contributions under the Plan.
|
¨
(b)
|
Safe harbor allocation condition.
An Employee must be employed by the Employer on the last day of the Plan Year OR must complete more than:
|
¨
(1)
|
(not to exceed 500) Hours of Service during the Plan Year.
|
¨
(ii)
|
Hours of Service are determined using the following Equivalency Method (as defined under AA §4-3):
|
¨
(C)
|
Daily
¨
(D)
Semi-monthly
|
¨
(2)
|
(not more than 91) consecutive days of employment with the Employer during the Plan Year.
|
þ
(c)
|
Employment condition.
An Employee must be employed with the Employer on the last day of the Plan Year.
|
¨
(d)
|
Minimum service condition.
An Employee must be credited with at least:
|
¨
(ii)
|
Hours of Service are determined using the following Equivalency Method (as defined under AA §4-3):
|
¨
(C)
|
Daily
¨
(D)
Semi-monthly
|
¨
(2)
|
(not more than 182) consecutive days of employment with the Employer during the Plan Year.
|
¨
(e)
|
Application to a specified period.
The allocation conditions selected under this AA §6-5 apply on the basis of the Plan Year. Alternatively, if an employment or minimum service condition applies under this AA §6-5, the Employer may elect under this subsection to apply the allocation conditions on a periodic basis as set forth below. (See Section 3.09(a) of the Plan for a description of the rules for applying the allocation conditions on a periodic basis.)
|
¨
(1)
|
Period for applying allocation conditions.
Instead of the Plan Year, the allocation conditions set forth under subsection (2) below apply with respect to the following periods:
|
¨
(2)
|
Application to allocation conditions.
If this subsection is checked to apply allocation conditions on the basis of specified periods, to the extent an employment or minimum service allocation condition applies under this AA §6-5, such allocation condition will apply based on the period selected under subsection (1) above, unless designated otherwise below:
|
¨
(i)
|
Only the employment condition will be based on the period selected in subsection (1) above.
|
¨
(ii)
|
Only the minimum service condition will be based on the period selected in subsection (1) above.
|
¨
(f)
|
Exceptions.
|
¨
(1)
|
The above allocation condition(s) will
not
apply if the Employee:
|
¨
(i)
|
dies during the Plan Year.
|
¨
(ii)
|
terminates employment due to becoming Disabled.
|
¨
(iii)
|
terminates employment after attaining Normal Retirement Age.
|
¨
(iv)
|
terminates employment after attaining Early Retirement Age.
|
¨
(v)
|
is on an authorized leave of absence from the Employer.
|
¨
(2)
|
The exceptions selected under subsection (1) will apply even if an Employee has not terminated employment at the time of the selected event(s).
|
¨
(3)
|
The exceptions selected under subsection (1) do not apply to:
|
¨
(i)
|
an employment condition designated under this AA §6-5.
|
¨
(ii)
|
a minimum service condition designated under this AA §6-5.
|
¨
(g)
|
Describe
any special rules governing the allocation conditions under the Plan:
|
6B-3
|
CONTRIBUTIONS ELIGIBLE FOR MATCHING CONTRIBUTIONS (“ELIGIBLE CONTRIBUTIONS”).
Unless designated otherwise under this AA §6B-3, all Salary Deferrals, including any Roth Deferrals and Catch-Up Contributions are eligible for the Matching Contributions designated under AA §6B-2.
|
þ
(a)
|
Matching Contributions.
Only the following contribution sources are eligible for a Matching Contribution under AA §6B-2:
|
þ
(1)
|
Pre-tax Salary Deferrals
|
¨
(2)
|
Roth Deferrals
|
þ
(3)
|
Catch-Up Contributions
|
¨
(b)
|
Application of Matching Contributions to elective deferrals made under another plan maintained by the Employer.
If this subsection is checked, the Matching Contributions described in AA §6B-2 will apply to elective deferrals made under another plan maintained by the Employer.
|
¨
(1)
|
The Matching Contribution designated in AA §6B-2 above will apply to elective deferrals under the following plan maintained by the Employer:
|
¨
(2)
|
The following special rules apply in determining the amount of Matching Contributions under this Plan with respect to elective deferrals under the plan described in subsection (1):
|
¨
(c)
|
Special rules.
The following special rules apply for purposes of determining the Matching Contribution under this AA §6B-3:
|
8-2
|
VESTING SCHEDULE.
The vesting schedule under the Plan is as follows for both Employer Contributions and Matching Contributions, to the extent authorized under AA §6 and AA §6B. See Section 7.02 of the Plan for a description of the various vesting schedules under this AA §8-2. [
Note:
Any Prevailing Wage Contributions under AA §6-2, any Safe Harbor Contributions under AA §6C and any QNECs or QMACs under AA §6D are always 100% vested, regardless of any contrary selections in this AA §8-2 (unless provided otherwise under AA §6-2 for Prevailing Wage Contributions or under this AA §8-2 for any QACA Safe Harbor Contributions).
]
|
þ
(a)
|
Vesting schedule for Employer Contributions and Matching Contributions:
|
ER
|
Match
|
|
¨
|
¨
|
(1) Full and immediate vesting.
|
¨
|
¨
|
(2) 3-year cliff vesting schedule
|
¨
|
¨
|
(3) 6-year graded vesting schedule
|
þ
|
þ
|
(4) 5-year graded vesting schedule
|
¨
|
¨
|
(5) Modified vesting schedule
|
|
|
% after 1 Year of Service
|
|
|
% after 2 Years of Service
|
|
|
% after 3 Years of Service
|
|
|
% after 4 Years of Service
|
|
|
% after 5 Years of Service
|
100% after 7 Years of Service
|
|
100% after 6 Years of Service
|
¨
(b)
|
Special vesting schedule for QACA Safe Harbor Contributions.
Unless designated otherwise under this subsection, any QACA Safe Harbor Contributions will be 100% vested. However, if this subsection is checked, the following vesting schedule applies for QACA Safe Harbor Contributions. [
Note:
This subsection may be checked only if a QACA Safe Harbor Contribution is selected under AA §6C-2.
]
|
¨
(i)
|
2-year cliff vesting
|
¨
(ii)
|
1-year cliff vesting
|
¨
(iii)
|
Graduated vesting
|
þ
(c)
|
Special provisions applicable to vesting schedule:
A Participant shall become 100% vested upon a Change in Control, as that term is defined under the Rayonier Advanced Materials Inc. Retirement Plan. In addition, Participants who were hired by Rayonier, Inc. prior to July 1, 2012, and who became Participants in this Plan as of the Effective Time or the Later Date, as defined in AA§6-2(f), shall be 100% vested in all Contributions if employed after attainment of age 50.
|
10-1
|
AVAILABILITY OF IN-SERVICE DISTRIBUTIONS.
A Participant may withdraw all or any portion of his/her vested Account Balance, to the extent designated, upon the occurrence of any of the event(s) selected under this AA §10-1. If more than one option is selected for a particular contribution source under this AA §10-1, a Participant may take an in-service distribution upon the occurrence of any of the selected events, unless designated otherwise under this AA §10-1.
|
Deferral
|
Match
|
ER
|
|
¨
|
¨
|
¨
|
(a)No in-service distributions are permitted.
|
þ
|
þ
|
¨
|
(b)Attainment of age 59½.
|
¨
|
¨
|
þ
|
(c)Attainment of age
70 1/2
.
|
þ
|
¨
|
¨
|
(d)A Hardship that satisfies the safe harbor rules under Section 8.10(e)(1) of the Plan. [
Note:
Not applicable to QNECs, QMACs, or Safe Harbor Contributions.
]
|
¨
|
¨
|
¨
|
(e) A non-safe harbor Hardship described in Section 8.10(e)(2) of the Plan. [
Note:
Not applicable to QNECs, QMACs, or Safe Harbor Contributions.
]
|
¨
|
¨
|
¨
|
(f)Attainment of Normal Retirement Age.
|
¨
|
¨
|
¨
|
(g)Attainment of Early Retirement Age.
|
N/A
|
¨
|
¨
|
(h)The Participant has participated in the Plan for at least
(cannot be less than 60) months.
|
N/A
|
¨
|
¨
|
(i)The amounts being withdrawn have been held in the Trust for at least two years.
|
¨
|
¨
|
¨
|
(j)Upon a Participant becoming Disabled (as defined in AA §9-4(b)).
|
¨
|
N/A
|
N/A
|
(k)As a Qualified Reservist Distribution as defined under Section 8.10(d) of the Plan.
|
¨
|
¨
|
¨
|
(l)Describe:
|
10-2
|
APPLICATION TO OTHER CONTRIBUTION SOURCES.
If the Plan allows for Rollover Contributions under AA §C-2 or After-Tax Employee Contributions under AA §6D, unless elected otherwise under this AA §10-2, a Participant may take an in-service distribution from his/her Rollover Account and After-Tax Employee Contribution Account at any time. If the Plan provides for Safe Harbor Contributions under AA §6C, unless elected otherwise under this AA §10-2, a Participant may take an in-service distribution from his/her Safe Harbor Contribution Account at the same time as elected for Salary Deferrals under AA §10-1.
|
Rollover
|
After-Tax
|
SH
|
|
¨
|
¨
|
¨
|
(a)No in-service distributions are permitted.
|
¨
|
þ
|
¨
|
(b)Attainment of age 59½.
|
¨
|
¨
|
¨
|
(c)Attainment of age
.
|
¨
|
¨
|
N/A
|
(d)A Hardship that satisfies the safe harbor rules under Section 8.10(e)(1) of the Plan.
|
¨
|
¨
|
N/A
|
(e) A non-safe harbor Hardship described in Section 8.10(e)(2) of the Plan.
|
¨
|
¨
|
¨
|
(f)Attainment of Normal Retirement Age.
|
¨
|
¨
|
¨
|
(g)Attainment of Early Retirement Age.
|
¨
|
¨
|
¨
|
(h)Upon a Participant becoming Disabled (as defined in AA §9-4).
|
¨
|
¨
|
¨
|
(i)Describe:
|
10-3
|
SPECIAL DISTRIBUTION RULES.
No special distribution rules apply, unless specifically provided under this AA §10-3.
|
¨
(a)
|
In-service distributions will only be permitted if the Participant is 100% vested in the source from which the withdrawal is taken.
|
¨
(b)
|
A Participant may take no more than
in-service distribution(s) in a Plan Year.
|
¨
(c)
|
A Participant may not take an in-service distribution of less than $
.
|
¨
(d)
|
A Participant may not take an in-service distribution of more than $
.
|
¨
(e)
|
Unless elected otherwise under this subsection, the hardship distribution provisions of the Plan are not expanded to cover primary beneficiaries as set forth in Section 8.10(e)(5) of the Plan. If this subsection is checked, the hardship provisions of the Plan will apply with respect to individuals named as primary beneficiaries under the Plan.
|
¨
(f)
|
In determining whether a Participant has an immediate and heavy financial need for purposes of applying the non-safe harbor Hardship provisions under Section 8.10(e)(2) of the Plan, the following modifications are made to the permissible events listed under Section 8.10(e)(1)(i) of the Plan:
|
¨
(g)
|
Other distribution rules:
|
11-11
|
PROTECTED BENEFITS.
There are no protected benefits (as defined in Code §411(d)(6)) other than those described in the Plan.
|
þ
(a)
|
Additional protected benefits.
In addition to the protected benefits described in this Plan, certain other protected benefits are protected from a prior plan document. See the Addendum attached to this Adoption Agreement for a description of such protected benefits.
|
¨
(b)
|
Money Purchase Plan assets.
This Plan contains assets that were held under a Money Purchase Plan (e.g., Money Purchase Plan assets were transferred to this Plan by merger, trust-to-trust transfer or conversion). See the Addendum attached to this Adoption Agreement for a description of any special provisions that apply with respect to the transferred assets. See Section 14.05(c) of the Plan for rules regarding the treatment of transferred assets.
|
¨
(c)
|
Elimination of distribution options.
Effective
, the distribution options described in subsection (1) below are eliminated.
|
¨
(1)
|
Describe eliminated distribution options:
|
¨
(2)
|
Application to existing Account Balances.
The elimination of the distribution options described in subsection (1) applies to:
|
¨
(i)
|
All benefits under the Plan, including existing Account Balances.
|
¨
(ii)
|
Only benefits accrued after the effective date of the elimination (as described in subsection (c) above).
|
¨
(a)
|
The adoption of a
new plan
, effective
[
insert Effective Date of Plan
]. [
Note:
Date can be no earlier than the first day of the Plan Year in which the Plan
is
adopted.
]
|
¨
(b)
|
The
restatement
of an existing plan, in order to comply with the requirements of PPA, pursuant to Rev. Proc. 2011-49.
|
(1)
|
Effective date of restatement:
. [
Note:
Date can be no earlier than January 1, 2007. Section 14.01(f)(2) of Plan provides for retroactive effective dates for all PPA provisions. Thus, a current effective date may be used under this subsection (1) without jeopardizing reliance.
]
|
þ
(c)
|
An
amendment or restatement
of the Plan (other than to comply with PPA). If this Plan is being amended, a snap-on amendment may be used to designate the modifications to the Plan or the updated pages of the Adoption Agreement may be substituted for the original pages in the Adoption Agreement. All prior Employer Signature Pages should be retained as part of this Adoption Agreement.
|
(1)
|
Effective Date(s) of amendment/restatement:
10-1-2016
|
(2)
|
Name of plan being amended/restated:
Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees
|
(3)
|
The original effective date of the plan being amended/restated:
6-27-2014
|
(4)
|
If Plan is being amended, identify the Adoption Agreement section(s) being amended:
5-3(l) to update Plan Compensation language; 6-2(f) to update the Employer Contribution formula language; 6-3(j) to update the Employer Contributions allocation formula language; 6-4(a) the Employer Contribution period has changed to Plan Year; 6-5(c) the Employer Contribution allocation requirement is changed in that an Employee must be employed on the last day of the Plan Year; 6B-3(c) the removal of special rules; 8-2(c) to update special vesting language; 10-1(b) Matching Contributions may be withdrawn upon the attainment of age 59 1/2; 10-1(c) Employer Contributions may be withdrawn upon the attainment of age 70 1/2; 10-2(b) After Tax Contributions may be withdrawn upon the attainment of age 59 1/2; 10-3(g) the removal of special distribution rules; and 11-11(a) Protected Benefits.
|
Rayonier Advanced Materials Inc.
|
|
(Name of Employer)
|
|
|
|
|
|
(Name of authorized representative)
|
(Title)
|
|
|
|
|
(Signature)
|
(Date)
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
|
|
|
|
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
|
|
|
|
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
|
|
|
|
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
6-2
|
EMPLOYER CONTRIBUTION FORMULA.
For the period designated in AA §6-4 below, the Employer will make the following Employer Contributions on behalf of Participants who satisfy the allocation conditions designated in AA §6-5 below. Any Employer Contribution authorized under this AA §6-2 will be allocated in accordance with the allocation formula selected under AA §6-3.
|
þ
(a)
|
Discretionary contribution.
The Employer will determine in its sole discretion how much, if any, it will make as an Employer Contribution.
|
¨
(b)
|
Fixed contribution.
|
¨
(1)
|
% of each Participant’s Plan Compensation.
|
¨
(2)
|
$
for each Participant.
|
¨
(3)
|
The Employer Contribution will be determined in accordance with any Collective Bargaining Agreement(s) addressing retirement benefits of Collectively Bargained Employees under the Plan.
|
¨
(c)
|
Service-based contribution.
The Employer will make the following contribution:
|
¨
(1)
|
Discretionary.
A discretionary contribution determined as a uniform percentage of Plan Compensation or a uniform dollar amount for each period of service designated below.
|
¨
(2)
|
Fixed percentage.
% of Plan Compensation paid for each period of service designated below.
|
¨
(3)
|
Fixed dollar.
$
for each period of service designated below.
|
¨
(4)
|
Each Hour of Service
|
¨
(5)
|
Each week of employment
|
¨
(6)
|
Describe period:
|
¨
(7)
|
Describe any special provisions that apply to service-based contribution:
|
¨
(d)
|
Year of Service contribution.
The Employer will make an Employer Contribution based on Years of Service with the Employer.
|
¨
(e)
|
Prevailing Wage Formula.
The Employer will make a contribution for each Participant’s Prevailing Wage Service based on the hourly contribution rate for the Participant’s employment classification. (See Section 3.02(a)(5) of the Plan.)
|
¨
(1)
|
Amount of contribution.
The Employer will make an Employer Contribution based on the hourly contribution rate for the Participant’s employment classification. The Prevailing Wage Contribution will be determined as follows:
|
¨
(i)
|
The Employer Contribution will be determined based on the required contribution rates for the employment classifications under the applicable federal, state or municipal prevailing wage laws. For any Employee performing Prevailing Wage Service, the Employer may make the required contribution for such service without designating the exact amount of such contribution.
|
¨
(ii)
|
The Employer will make the Prevailing Wage Contribution based on the hourly contribution rates as set forth in the Addendum attached to this Adoption Agreement. However, if the required contribution under the applicable federal, state or municipal prevailing wage law provides for a greater contribution than set forth in the Addendum, the Employer may make the greater contribution as a Prevailing Wage Contribution.
|
¨
(2)
|
Offset of other contributions.
The contributions under the Prevailing Wage Formula will offset the following contributions under this Plan. (See Section 3.02(a)(5) of the Plan.)
|
¨
(i)
|
Employer Contributions (other than Safe Harbor Employer Contributions)
|
¨
(ii)
|
Safe Harbor Employer Contributions.
|
¨
(iii)
|
Qualified Nonelective Contributions (QNECs)
|
¨
(iv)
|
Matching Contributions (other than Safe Harbor Matching Contributions)
|
¨
(v)
|
Safe Harbor Matching Contributions.
|
¨
(vi)
|
Qualified Matching Contributions (QMACs)
|
¨
(3)
|
Modification of default rules.
Section 3.02(a)(5) of the Plan contains default rules for administering the Prevailing Wage Formula. Complete this subsection (3) to modify the default provisions.
|
¨
(i)
|
Application to Highly Compensated Employees.
Instead of applying only to Nonhighly Compensated Employees, the Prevailing Wage Formula applies to all eligible Participants, including Highly Compensated Employees.
|
¨
(ii)
|
Minimum age and service conditions.
Instead of no minimum age or service condition,
Prevailing Wage contributions are subject to a one Year of Service (as defined in AA§4-3) and age 21 minimum age and service requirement with semi-annual Entry Dates.
|
¨
(iii)
|
Allocation conditions.
Instead of no allocation conditions, the Prevailing Wage contributions are subject to a 1,000 Hours of Service and last day employment allocation condition, as set forth under Section 3.09 of the Plan.
|
¨
(iv)
|
Vesting.
Instead of 100% immediate vesting, Prevailing Wage contributions will vest under the following vesting schedule (as defined in Section 7.02 of the Plan):
|
¨
(A)
|
6-year graded vesting schedule
|
¨
(B)
|
3-year cliff vesting schedule
|
¨
(v)
|
Describe:
|
þ
(f)
|
Describe special rules for determining contributions under Plan:
Will be made to Eligible Employees who were hired by Rayonier Inc. or the Employer on or after January 1, 2006. In addition, effective February 13, 2017, hourly paid employees hired by Rayonier Inc. prior to January 1, 2006 who subsequently change status to salaried paid will be eligible for this Contribution.
|
¨
(a)
|
The adoption of a
new plan
, effective
[
insert Effective Date of Plan
]. [
Note:
Date can be no earlier than the first day of the Plan Year in which the Plan
is
adopted.
]
|
¨
(b)
|
The
restatement
of an existing plan, in order to comply with the requirements of PPA, pursuant to Rev. Proc. 2011-49.
|
(1)
|
Effective date of restatement:
. [
Note:
Date can be no earlier than January 1, 2007. Section 14.01(f)(2) of Plan provides for retroactive effective dates for all PPA provisions. Thus, a current effective date may be used under this subsection (1) without jeopardizing reliance.
]
|
þ
(c)
|
An
amendment or restatement
of the Plan (other than to comply with PPA). If this Plan is being amended, a snap-on amendment may be used to designate the modifications to the Plan or the updated pages of the Adoption Agreement may be substituted for the original pages in the Adoption Agreement. All prior Employer Signature Pages should be retained as part of this Adoption Agreement.
|
(1)
|
Effective Date(s) of amendment/restatement:
2-13-2017
|
(2)
|
Name of plan being amended/restated:
Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees
|
(3)
|
The original effective date of the plan being amended/restated:
6-27-2014
|
(4)
|
If Plan is being amended, identify the Adoption Agreement section(s) being amended:
6-2(f) Employer Contributions: hourly paid employees hired by Rayonier Inc. prior to January 1, 2006 who subsequently change status to salaried paid will be eligible for this Contribution.
|
Rayonier Advanced Materials Inc.
|
|
(Name of Employer)
|
|
|
|
|
|
(Name of authorized representative)
|
(Title)
|
|
|
|
|
(Signature)
|
(Date)
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
|
|
|
|
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
|
|
|
|
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
|
|
|
|
|
|
|
|
|
|
(Name
|
|
(Signature)
|
|
(Date)
|
1.
|
The table set forth in Section 1(a) of the Agreement is hereby deleted and replaced in its entirety with the following:
|
2017
|
[***]
|
2018
|
[***]
|
2.
|
The portion of Addendum 2 [***] does not apply to Eastman’s obligations [***].
|
3.
|
All other terms and conditions in the Agreement remain unchanged, valid and fully enforceable.
|
EASTMAN CHEMICAL COMPANY
By:
/s/ Jim Wilson
________________
Name: Jim Wilson
Title: Director, Global Procurement
|
RAYONIER A.M. SALES AND TECHNOLOGY, INC.
By:
/s/ Paul G. Boynton
_______
Name: Paul G. Boynton
Title: President
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
$
|
112,601
|
|
|
$
|
82,864
|
|
|
$
|
40,471
|
|
|
$
|
288,915
|
|
|
$
|
342,489
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
35,574
|
|
|
38,311
|
|
|
22,697
|
|
|
6,302
|
|
|
7,470
|
|
|||||
Amortization of capitalized interest
|
1,138
|
|
|
1,111
|
|
|
1,037
|
|
|
1,208
|
|
|
190
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capitalized interest
|
(752
|
)
|
|
(1,281
|
)
|
|
(117
|
)
|
|
(6,144
|
)
|
|
(7,178
|
)
|
|||||
Earnings as defined
|
$
|
148,561
|
|
|
$
|
121,005
|
|
|
$
|
64,088
|
|
|
$
|
290,281
|
|
|
$
|
342,971
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense and amortization of debt expense
|
$
|
34,627
|
|
|
$
|
36,869
|
|
|
$
|
22,378
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capitalized interest
|
752
|
|
|
1,281
|
|
|
117
|
|
|
6,144
|
|
|
7,178
|
|
|||||
Interest factor attributable to rental expense
|
195
|
|
|
161
|
|
|
202
|
|
|
158
|
|
|
292
|
|
|||||
Total Fixed Charges
|
$
|
35,574
|
|
|
$
|
38,311
|
|
|
$
|
22,697
|
|
|
$
|
6,302
|
|
|
$
|
7,470
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
4.18
|
|
|
3.16
|
|
|
2.82
|
|
|
46.06
|
|
|
45.91
|
|
Name of Subsidiary
|
State of Incorporation
|
Rayonier A.M. Products Inc.
|
Delaware
|
Rayonier Performance Fibers, LLC
|
Delaware
|
/s/ Grant Thornton LLP
|
|
Jacksonville, Florida
|
|
February 24, 2017
|
|
Dated:
|
January 10, 2017
|
|
/s/ CHARLES E. ADAIR
|
|
|
|
Charles E. Adair
|
Dated:
|
January 12, 2017
|
|
/s/ DE LYLE W. BLOOMQUIST
|
|
|
|
De Lyle W. Bloomquist
|
Dated:
|
January 10, 2017
|
|
/s/ C. DAVID BROWN, II
|
|
|
|
C. David Brown, II
|
Dated:
|
January 10, 2017
|
|
/s/ MARK E. GAUMOND
|
|
|
|
Mark E. Gaumond
|
Dated:
|
January 9, 2017
|
|
/s/ JAMES F. KIRSCH
|
|
|
|
James F. Kirsch
|
Dated:
|
January 11, 2017
|
|
/s/ THOMAS I. MORGAN
|
|
|
|
Thomas I. Morgan
|
Dated:
|
January 16, 2017
|
|
/s/ LISA M. PALUMBO
|
|
|
|
Lisa M. Palumbo
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Dated:
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January 11, 2017
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/s/ RONALD TOWNSEND
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Ronald Townsend
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1.
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I have reviewed this annual report on Form 10-K of Rayonier Advanced Materials Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ P
AUL
G. B
OYNTON
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Paul G. Boynton
Chairman, President and Chief Executive Officer
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Rayonier Advanced Materials Inc.
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1.
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I have reviewed this annual report on Form 10-K of Rayonier Advanced Materials Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ F
RANK
A. R
UPERTO
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Frank A. Ruperto
Chief Financial Officer and
Senior Vice President, Finance and Strategy
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Rayonier Advanced Materials Inc.
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1.
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The annual report on Form 10-K of Rayonier Advanced Materials Inc. (the "Company") for the period ended
December 31, 2016
(the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ P
AUL
G. B
OYNTON
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/s/ F
RANK
A. R
UPERTO
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Paul G. Boynton
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Frank A. Ruperto
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Chairman, President and Chief Executive Officer
Rayonier Advanced Materials Inc.
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Chief Financial Officer and
Senior Vice President, Finance and Strategy
Rayonier Advanced Materials Inc.
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