As filed with the Securities and Exchange Commission on February 25, 2016
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Altria Group,
Inc.
(Exact name of registrant as specified in its charter)
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Virginia |
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13-3260245 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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6601 West Broad Street
Richmond, Virginia |
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23230 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Deferred Profit-Sharing Plan for Salaried Employees
Deferred Profit-Sharing Plan for Hourly Employees
(Full titles of the plans)
W. Hildebrandt
Surgner, Jr.
Corporate Secretary and
Senior Assistant General Counsel
ALTRIA GROUP, INC.
6601 West Broad
Street
Richmond, Virginia 23230
(Name and address of agent for service)
(804) 274-2200
(Telephone number,
including area code, of agent for service)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. |
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Large accelerated filer |
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x |
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Accelerated filer |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
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CALCULATION OF REGISTRATION FEE |
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Title of each
class of securities to be
registered |
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Title of Plan |
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Amount to be
registered |
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Proposed
maximum offering price
per share(1) |
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Proposed
maximum
aggregate offering price(1) |
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Amount of registration fee |
Common Stock, $0.33 1/3 par value per share |
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Deferred Profit-Sharing
Plan for Salaried Employees |
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35,000,000 shs. (2) |
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$60.465 |
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$2,116,275,000 |
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$213,108.89 |
Common Stock, $0.33 1/3 par value per share |
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Deferred Profit-Sharing
Plan for Hourly Employees |
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35,000,000 shs. (2) |
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$60.465 |
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$2,116,275,000 |
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$213,108.89 |
Total |
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70,000,000 shs. (2) |
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$4,232,550,000 |
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$426,217.78 |
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(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and
457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices for the common stock of Altria Group, Inc. reported in the consolidated reporting system on February 18, 2016.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plans described herein.
(2) Plus such additional shares as may
be issued by reason of stock splits, stock dividends or similar transactions.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. |
Plan Information. |
Not required to be filed with the Securities and Exchange Commission
(the Commission).
Item 2. |
Registrant Information and Employee Plan Annual Information. |
Not required to be filed
with the Commission.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by Reference. |
The following documents filed by Altria
Group, Inc. (the Company) with the Commission (File No. 001-08940) are incorporated by reference in, and made a part of, this Registration Statement (other than documents or information included in such documents deemed to have been
furnished and not filed in accordance with Commission rules):
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(i) |
the Companys Annual Report on Form 10-K for the year ended December 31, 2015; |
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(ii) |
the Companys Deferred Profit-Sharing Plan for Salaried Employees Annual Report on Form 11-K for the fiscal year ended December 31, 2014; |
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(iii) |
the Companys Deferred Profit-Sharing Plan for Hourly Employees Annual Report on Form 11-K for the fiscal year ended December 31, 2014; |
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(iv) |
the Companys Current Reports on Form 8-K, filed with the Commission on January 28, 2016 (Item 2.05 and Item 8.01) and January 28, 2016 (Item 5.02); and |
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(v) |
the description of the Companys Common Stock contained in the Companys Registration Statement on Form 8-B, dated July 1, 1985, as amended by Amendment No. 1 on Form 8, dated April 27, 1989,
including any subsequent amendment or any report subsequently filed for the purpose of updating such description. |
All
documents filed by the Company under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), after the date of this Registration Statement and before the filing of a post-effective
amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in, and to be a part of, this Registration Statement from the date of
filing of such documents (other than documents or information included in such documents deemed to have been furnished and not filed in accordance with Commission rules). Any statement contained in a document incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that is incorporated
by reference in this Registration Statement modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. |
Description of Securities. |
Not applicable.
Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
Item 6. |
Indemnification of Directors and Officers. |
The Virginia Stock Corporation Act (the
VSCA) permits the Company to indemnify its officers and directors in connection with certain actions, suits and proceedings brought against them if they acted in good faith and believed their conduct to be in the best interests of the
Company and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. The VSCA requires such indemnification when a director entirely prevails in the defense of any proceeding to which he or she was a party
because he or she is or was a director of the Company, and further provides that the Company may make any other or further indemnity (including indemnity with respect to a proceeding by or in the right of the Company), and may make additional
provision for advances and reimbursement of expenses, if authorized by its articles of incorporation or shareholder-adopted by-laws, except an indemnity against willful misconduct or a knowing violation of the criminal law.
The VSCA establishes a statutory limit on liability of officers and directors of the Company for damages assessed against them in a suit
brought by or in the right of the Company or brought by or on behalf of shareholders of the Company and authorizes the Company, with shareholder approval, to specify a lower monetary limit on liability in the Companys articles of incorporation
or by-laws; however, the liability of an officer or director shall not be limited if such officer or director engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law. The Companys
articles of incorporation provide that an officer or director or former officer or director of the Company shall be indemnified to the full extent permitted by the VSCA as currently in effect or as later amended in connection with any action, suit
or proceeding brought by or in the right of the Company or brought by or on behalf of shareholders of the Company. The Companys articles of incorporation further provide for the limitation or elimination of the liability of an officer or
director or former officer or director of the Company for monetary damages to the Company or its shareholders in any action, suit or proceeding, to the full extent permitted by the VSCA as currently in effect or as later amended. The Company carries
insurance on behalf of its directors and officers.
The distribution agreement among the Company, the Companys wholly-owned
subsidiary, Philip Morris USA Inc., and Philip Morris International Inc. (PMI) provides for indemnification by PMI of the Companys directors, officers and employees for certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the Securities Act), and the Exchange Act related to information provided to the Company by PMI or incorporated into filings by the Company from PMIs filings with the Commission.
The Company has entered into an indemnity agreement with each of the members of its Board of Directors. The agreement provides for the
mandatory advancement and reimbursement of reasonable expenses (subject to limited exceptions) incurred by members of the Board of Directors in various legal proceedings in which they may be involved by reason of their service as directors, as
permitted by Virginia law and the Companys articles of incorporation.
Item 7. |
Exemption from Registration Claimed. |
Not applicable.
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Exhibit No. |
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Description |
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5.1 |
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Opinion of Hunton & Williams LLP as to the legality of the securities being registered. |
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5.2 |
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In lieu of the opinion of counsel or determination letter contemplated by Item 601(b)(5) of Regulation S-K, the Company confirms that it has submitted the Deferred Profit-Sharing Plan for Salaried Employees and Deferred
Profit-Sharing Plan for Hourly Employees and any amendments thereto (collectively, the 401(k) Plans) to the Internal Revenue Service (the IRS) in a timely manner, and that it has made or will make all changes required by the
IRS in order to qualify the 401(k) Plans under Section 401 of the Internal Revenue Code. |
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23.1 |
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Consent of Hunton & Williams LLP (included in Exhibit 5.1). |
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23.2 |
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
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24 |
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Powers of Attorney executed by Gerald L. Baliles, John T. Casteen III, Dinyar S. Devitre, Thomas F. Farrell II, Thomas W. Jones, Debra J. Kelly-Ennis, W. Leo Kiely III, Kathryn B. McQuade, George Muñoz and Nabil Y.
Sakkab. |
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99.1 |
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Deferred Profit-Sharing Plan for Salaried Employees. |
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99.2 |
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Deferred Profit-Sharing Plan for Hourly Employees. |
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change in such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of the registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to provisions described in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia, on February 25, 2016.
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ALTRIA GROUP, INC. |
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By: |
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/s/ WILLIAM F. GIFFORD, JR. |
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Name: |
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William F. Gifford, Jr. |
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Title: |
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Executive Vice President and Chief Financial
Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed
by the following persons in the capacities and on February 25, 2016.
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Signature |
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Title |
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/s/ MARTIN J. BARRINGTON
(Martin J. Barrington) |
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Director, Chairman, Chief Executive
Officer and President
(Principal Executive Officer) |
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/s/ WILLIAM F. GIFFORD, JR.
(William F. Gifford, Jr.) |
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Executive Vice President and Chief
Financial Officer
(Principal Financial Officer) |
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/s/ IVAN S. FELDMAN
(Ivan S. Feldman) |
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Vice President and Controller
(Principal Accounting Officer) |
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* Gerald L. Baliles,
John T. Casteen III,
Dinyar S. Devitre,
Thomas F. Farrell II,
Thomas W. Jones,
Debra J. Kelly-Ennis,
W. Leo Kiely III,
Kathryn B. McQuade,
George Muñoz,
Nabil Y. Sakkab |
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Directors |
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*By: /s/ MARTIN J. BARRINGTON
(Martin J. Barrington,
Attorney-in-Fact) |
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Pursuant to the requirements of the Securities Act of 1933, Rodger W. Rolland, having
administrative responsibility of the Deferred Profit-Sharing Plan for Salaried Employees, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, Commonwealth of
Virginia, on February 25, 2016.
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Deferred Profit-Sharing Plan for Salaried Employees |
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By: |
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/s/ RODGER W. ROLLAND |
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Name: |
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Rodger W. Rolland |
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Title: |
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Vice President, Compensation, Benefits & HR Services |
Pursuant to the requirements of the Securities Act of 1933, Rodger W. Rolland, having administrative
responsibility of the Deferred Profit-Sharing Plan for Hourly Employees, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia, on
February 25, 2016.
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Deferred Profit-Sharing Plan for Hourly Employees |
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By: |
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/s/ RODGER W. ROLLAND |
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Name: |
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Rodger W. Rolland |
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Title: |
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Vice President, Compensation, Benefits & HR Services |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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5.1 |
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Opinion of Hunton & Williams LLP as to the legality of the securities being registered. |
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5.2 |
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In lieu of the opinion of counsel or determination letter contemplated by Item 601(b)(5) of Regulation S-K, the Company confirms that it has submitted the Deferred Profit-Sharing Plan for Salaried Employees and Deferred
Profit-Sharing Plan for Hourly Employees and any amendments thereto (collectively, the 401(k) Plans) to the Internal Revenue Service (the IRS) in a timely manner, and that it has made or will make all changes required by the
IRS in order to qualify the 401(k) Plans under Section 401 of the Internal Revenue Code. |
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23.1 |
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Consent of Hunton & Williams LLP (included in Exhibit 5.1). |
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23.2 |
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
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24 |
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Powers of Attorney executed by Gerald L. Baliles, John T. Casteen III, Dinyar S. Devitre, Thomas F. Farrell II, Thomas W. Jones, Debra J. Kelly-Ennis, W. Leo Kiely III, Kathryn B. McQuade, George Muñoz and Nabil Y.
Sakkab. |
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99.1 |
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Deferred Profit-Sharing Plan for Salaried Employees. |
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99.2 |
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Deferred Profit-Sharing Plan for Hourly Employees. |
Exhibit 5.1
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HUNTON & WILLIAMS LLP RIVERFRONT
PLAZA, EAST TOWER 951 EAST BYRD STREET RICHMOND, VIRGINIA
23219-4074 TEL 804 788 8200
FAX 804 788 8218 |
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FILE NO: 54587.000148 |
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February 25, 2016
Altria
Group, Inc.
6601 West Broad Street
Richmond, Virginia 23230
Altria Group, Inc.
Registration Statement on Form S-8
Deferred Profit-Sharing Plan for Salaried Employees
Deferred Profit-Sharing Plan for Hourly Employees
Ladies and Gentlemen:
We have acted as special
counsel to Altria Group, Inc., a Virginia corporation (the Company), in connection with the Registration Statement on Form S-8 (the Registration Statement), as filed by the Company with the Securities and Exchange Commission
(the Commission) on the date hereof pursuant to the Securities Act of 1933, as amended (the Securities Act), to register an aggregate of 70,000,000 shares of the Companys common stock, par value $0.33 1/3 per share
(the Shares), (1) 35,000,000 of which are issuable pursuant to the Deferred Profit-Sharing Plan for Salaried Employees (the DPS Salaried Employees Plan) and (2) 35,000,000 of which are issuable pursuant to the
Deferred Profit-Sharing Plan for Hourly Employees (the DPS Hourly Employees Plan). The DPS Salaried Employees Plan and the DPS Hourly Employees Plan are collectively referred to herein as the Plans.
This opinion is being furnished in accordance with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation
S-K.
We have examined originals or reproductions or certified copies of such records of the Company, certificates of officers of the
Company and of public officials and such other documents as we have deemed relevant and necessary for the purpose of rendering this opinion, including, among other things, (i) the Companys Amended and Restated Articles of Incorporation,
(ii) the Companys Amended and Restated Bylaws, (iii) the resolutions of the Companys Board of Directors approving the Plans and authorizing registration and the issuance of the Shares, (v) the Plans and (vi) the
Registration Statement.
For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents
submitted to us as originals, (ii) the conformity to the originals of all documents submitted to us as certified, photostatic or electronic copies and the authenticity of
ATLANTA AUSTIN BANGKOK
BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES
McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON
www.hunton.com
Altria Group, Inc.
February
25, 2016
Page 2
the originals of such documents, (iii) the legal capacity of natural persons, (iv) the genuineness
of all signatures and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the due authorization, execution and delivery of documents by the
Company and the validity, binding effect and enforceability thereof upon the Company).
We do not purport to express an opinion on any
laws other than the laws of the Commonwealth of Virginia.
Based upon the foregoing and the further qualifications stated below, we are of
the opinion that:
1. The Company is a corporation
validly existing and in good standing under the laws of the Commonwealth of Virginia.
2.
The Shares have been duly authorized and, when and to the extent issued in accordance with the terms of the applicable Plan and any award agreement entered into thereunder, the
Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. By giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder.
This opinion is limited to the matters stated in this letter, and no opinions may be implied or
inferred beyond the matters expressly stated in this letter. This opinion is given as of the date hereof and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in the law,
including judicial or administrative interpretations thereof, that occur which could affect the opinions contained herein.
Very truly yours,
/s/ Hunton & Williams LLP
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 28, 2016 relating to the
consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Altria Group, Inc.s Annual Report on Form 10-K for the year ended December 31,
2015. We also consent to the incorporation by reference in this Registration Statement of our reports dated June 11, 2015 relating to the financial statements and supplemental schedules, which appear in the Annual Reports of the Deferred
Profit-Sharing Plan for Salaried Employees and the Deferred Profit-Sharing Plan for Hourly Employees on Form 11-K for the year ended December 31, 2014.
/s/PricewaterhouseCoopers LLP
Richmond, Virginia
February 25, 2016
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the
Company), does hereby constitute and appoint Martin J. Barrington, Denise F. Keane, William F. Gifford, Jr. and W. Hildebrandt Surgner, Jr., or any one or more of them, his or her true and lawful attorney, for him or her and in his
or her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments (including post-effective amendments thereto) for the registration
of shares of the Companys common stock $.33 1/3 par value, issuable by the Company in connection with the Deferred Profit-Sharing Plan for Salaried Employees and the Deferred Profit-Sharing Plan for Hourly Employees, and to cause the same to
be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all
acts and things which said attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned
has hereunto set his or her hand and seal this 25th day of February, 2016.
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/s/ GERALD L. BALILES |
Gerald L. Baliles |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the
Company), does hereby constitute and appoint Martin J. Barrington, Denise F. Keane, William F. Gifford, Jr. and W. Hildebrandt Surgner, Jr., or any one or more of them, his or her true and lawful attorney, for him or her and in his
or her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments (including post-effective amendments thereto) for the registration
of shares of the Companys common stock $.33 1/3 par value, issuable by the Company in connection with the Deferred Profit-Sharing Plan for Salaried Employees and the Deferred Profit-Sharing Plan for Hourly Employees, and to cause the same to
be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all
acts and things which said attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned
has hereunto set his or her hand and seal this 25th day of February, 2016.
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/s/ JOHN T. CASTEEN III |
John T. Casteen III |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the
Company), does hereby constitute and appoint Martin J. Barrington, Denise F. Keane, William F. Gifford, Jr. and W. Hildebrandt Surgner, Jr., or any one or more of them, his or her true and lawful attorney, for him or her and in his
or her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments (including post-effective amendments thereto) for the registration
of shares of the Companys common stock $.33 1/3 par value, issuable by the Company in connection with the Deferred Profit-Sharing Plan for Salaried Employees and the Deferred Profit-Sharing Plan for Hourly Employees, and to cause the same to
be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all
acts and things which said attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned
has hereunto set his or her hand and seal this 25th day of February, 2016.
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/s/ DINYAR S. DEVITRE |
Dinyar S. Devitre |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the
Company), does hereby constitute and appoint Martin J. Barrington, Denise F. Keane, William F. Gifford, Jr. and W. Hildebrandt Surgner, Jr., or any one or more of them, his or her true and lawful attorney, for him or her and in his
or her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments (including post-effective amendments thereto) for the registration
of shares of the Companys common stock $.33 1/3 par value, issuable by the Company in connection with the Deferred Profit-Sharing Plan for Salaried Employees and the Deferred Profit-Sharing Plan for Hourly Employees, and to cause the same to
be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all
acts and things which said attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned
has hereunto set his or her hand and seal this 25th day of February, 2016.
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/s/ THOMAS F. FARRELL II |
Thomas F. Farrell II |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the
Company), does hereby constitute and appoint Martin J. Barrington, Denise F. Keane, William F. Gifford, Jr. and W. Hildebrandt Surgner, Jr., or any one or more of them, his or her true and lawful attorney, for him or her and in his
or her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments (including post-effective amendments thereto) for the registration
of shares of the Companys common stock $.33 1/3 par value, issuable by the Company in connection with the Deferred Profit-Sharing Plan for Salaried Employees and the Deferred Profit-Sharing Plan for Hourly Employees, and to cause the same to
be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all
acts and things which said attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned
has hereunto set his or her hand and seal this 25th day of February, 2016.
|
/s/ THOMAS W. JONES |
Thomas W. Jones |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the
Company), does hereby constitute and appoint Martin J. Barrington, Denise F. Keane, William F. Gifford, Jr. and W. Hildebrandt Surgner, Jr., or any one or more of them, his or her true and lawful attorney, for him or her and in his
or her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments (including post-effective amendments thereto) for the registration
of shares of the Companys common stock $.33 1/3 par value, issuable by the Company in connection with the Deferred Profit-Sharing Plan for Salaried Employees and the Deferred Profit-Sharing Plan for Hourly Employees, and to cause the same to
be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all
acts and things which said attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned
has hereunto set his or her hand and seal this 25th day of February, 2016.
|
/s/ DEBRA J. KELLY-ENNIS |
Debra J. Kelly-Ennis |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the
Company), does hereby constitute and appoint Martin J. Barrington, Denise F. Keane, William F. Gifford, Jr. and W. Hildebrandt Surgner, Jr., or any one or more of them, his or her true and lawful attorney, for him or her and in his
or her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments (including post-effective amendments thereto) for the registration
of shares of the Companys common stock $.33 1/3 par value, issuable by the Company in connection with the Deferred Profit-Sharing Plan for Salaried Employees and the Deferred Profit-Sharing Plan for Hourly Employees, and to cause the same to
be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all
acts and things which said attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned
has hereunto set his or her hand and seal this 25th day of February, 2016.
|
/s/ W. LEO KIELY III |
W. Leo Kiely III |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the
Company), does hereby constitute and appoint Martin J. Barrington, Denise F. Keane, William F. Gifford, Jr. and W. Hildebrandt Surgner, Jr., or any one or more of them, his or her true and lawful attorney, for him or her and in his
or her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments (including post-effective amendments thereto) for the registration
of shares of the Companys common stock $.33 1/3 par value, issuable by the Company in connection with the Deferred Profit-Sharing Plan for Salaried Employees and the Deferred Profit-Sharing Plan for Hourly Employees, and to cause the same to
be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all
acts and things which said attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned
has hereunto set his or her hand and seal this 25th day of February, 2016.
|
/s/ KATHRYN B. MCQUADE |
Kathryn B. McQuade |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the
Company), does hereby constitute and appoint Martin J. Barrington, Denise F. Keane, William F. Gifford, Jr. and W. Hildebrandt Surgner, Jr., or any one or more of them, his or her true and lawful attorney, for him or her and in his
or her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments (including post-effective amendments thereto) for the registration
of shares of the Companys common stock $.33 1/3 par value, issuable by the Company in connection with the Deferred Profit-Sharing Plan for Salaried Employees and the Deferred Profit-Sharing Plan for Hourly Employees, and to cause the same to
be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all
acts and things which said attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned
has hereunto set his or her hand and seal this 25th day of February, 2016.
|
/s/ GEORGE MUÑOZ |
George Muñoz |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the
Company), does hereby constitute and appoint Martin J. Barrington, Denise F. Keane, William F. Gifford, Jr. and W. Hildebrandt Surgner, Jr., or any one or more of them, his or her true and lawful attorney, for him or her and in his
or her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments (including post-effective amendments thereto) for the registration
of shares of the Companys common stock $.33 1/3 par value, issuable by the Company in connection with the Deferred Profit-Sharing Plan for Salaried Employees and the Deferred Profit-Sharing Plan for Hourly Employees, and to cause the same to
be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all
acts and things which said attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned
has hereunto set his or her hand and seal this 25th day of February, 2016.
|
/s/ NABIL Y. SAKKAB |
Nabil Y. Sakkab |
Exhibit 99.1
DEFERRED PROFIT-SHARING PLAN
FOR SALARIED
EMPLOYEES
Effective January 1, 1956
(as
amended and restated as of January 1, 2016)
TABLE OF CONTENTS
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Page |
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PREAMBLE |
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1 |
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ARTICLE I DEFINITIONS |
|
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3 |
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1.01 |
|
Accounts |
|
|
3 |
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1.02 |
|
Accredited Service |
|
|
3 |
|
1.03 |
|
Actual Dividend Per Share Growth Rate |
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5 |
|
1.04 |
|
Actual Adjusted Earnings Per Share Growth Rate |
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5 |
|
1.05 |
|
Administrator |
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5 |
|
1.06 |
|
After-Tax Contribution |
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5 |
|
1.07 |
|
After-Tax Rollover Contribution |
|
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6 |
|
1.08 |
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Alternate Payee |
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6 |
|
1.09 |
|
Altria |
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6 |
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1.10 |
|
Altria Stock |
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6 |
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1.11 |
|
Altria Stock Independent Named Fiduciary |
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6 |
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1.12 |
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Beneficiary |
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6 |
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1.13 |
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Board |
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7 |
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1.14 |
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Business Day |
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7 |
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1.15 |
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Cash or Deferred Arrangement |
|
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7 |
|
1.16 |
|
Catch-Up Contributions |
|
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8 |
|
1.17 |
|
Claimant |
|
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8 |
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1.18 |
|
Code |
|
|
8 |
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1.19 |
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Committee |
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8 |
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1.20 |
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Company |
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9 |
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1.21 |
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Company Account |
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9 |
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1.22 |
|
Company Match Account |
|
|
9 |
|
1.23 |
|
Company Match Contributions |
|
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9 |
|
1.24 |
|
Compensation |
|
|
9 |
|
1.25 |
|
Compensation Committee |
|
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11 |
|
1.26 |
|
Consolidated Earnings |
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11 |
|
1.27 |
|
Contribution |
|
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11 |
|
1.28 |
|
Controlled Group |
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11 |
|
1.29 |
|
Current Value |
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12 |
|
1.30 |
|
Dividend Payment Date |
|
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12 |
|
1.31 |
|
Elective Contributions |
|
|
12 |
|
1.32 |
|
Eligible Retirement Plan |
|
|
12 |
|
1.33 |
|
Eligible Rollover Contribution |
|
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12 |
|
1.34 |
|
Eligible Rollover Distribution |
|
|
13 |
|
1.35 |
|
Employee |
|
|
13 |
|
1.36 |
|
ERISA |
|
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16 |
|
1.37 |
|
ESOP Fund |
|
|
16 |
|
1.38 |
|
Exchange |
|
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16 |
|
1.39 |
|
Ex-Dividend Date |
|
|
17 |
|
1.40 |
|
Fiduciary |
|
|
17 |
|
1.41 |
|
Fund |
|
|
17 |
|
1.42 |
|
General Purpose Loan |
|
|
17 |
|
1.43 |
|
Highly Compensated Employee |
|
|
17 |
|
1.44 |
|
Home Purchase Loan |
|
|
17 |
|
i
TABLE OF CONTENTS (contd)
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Page |
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1.45 |
|
Hour of Service |
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18 |
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1.46 |
|
Hourly Plan |
|
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18 |
|
1.47 |
|
Inactive Participant |
|
|
18 |
|
1.48 |
|
Investment Committee |
|
|
18 |
|
1.49 |
|
Investment Manager |
|
|
19 |
|
1.50 |
|
Kraft Heinz Company Stock |
|
|
19 |
|
1.51 |
|
Kraft Heinz Company Stock Independent Named Fiduciary |
|
|
20 |
|
1.52 |
|
Leased Employee |
|
|
20 |
|
1.53 |
|
Loan or Loans |
|
|
20 |
|
1.54 |
|
Loan Account |
|
|
20 |
|
1.55 |
|
Management Committee |
|
|
20 |
|
1.56 |
|
Match-Eligible Employee |
|
|
21 |
|
1.57 |
|
Mondelēz Stock |
|
|
22 |
|
1.58 |
|
Mondelēz Stock Independent Named Fiduciary |
|
|
22 |
|
1.59 |
|
Monitoring Committee |
|
|
22 |
|
1.60 |
|
Named Fiduciary |
|
|
22 |
|
1.61 |
|
Non-Altria Stock |
|
|
22 |
|
1.62 |
|
Non-Altria Stock Independent Named Fiduciary |
|
|
22 |
|
1.63 |
|
Non-Altria Stock Investment Option |
|
|
22 |
|
1.64 |
|
Operating Company Contribution |
|
|
23 |
|
1.65 |
|
Participant |
|
|
23 |
|
1.66 |
|
Participating Company |
|
|
25 |
|
1.67 |
|
PAYSOP |
|
|
25 |
|
1.68 |
|
Paysop Rollover Account |
|
|
25 |
|
1.69 |
|
Personal After-Tax Account |
|
|
26 |
|
1.70 |
|
Personal After-Tax Rollover Account |
|
|
26 |
|
1.71 |
|
Personal Before-Tax Account |
|
|
26 |
|
1.72 |
|
Personal Before-Tax Catch-Up Account |
|
|
26 |
|
1.73 |
|
Plan |
|
|
26 |
|
1.74 |
|
Plan Year |
|
|
26 |
|
1.75 |
|
PMI Stock |
|
|
26 |
|
1.76 |
|
PMI Stock Independent Named Fiduciary |
|
|
26 |
|
1.77 |
|
Profit-Sharing Fund |
|
|
27 |
|
1.78 |
|
Qualified Domestic Relations Order |
|
|
27 |
|
1.79 |
|
Qualified Nonelective Contributions |
|
|
28 |
|
1.80 |
|
Real-Time Trade or Real-Time Trading |
|
|
28 |
|
1.81 |
|
Rebalance or Rebalancing |
|
|
28 |
|
1.82 |
|
Record Date |
|
|
28 |
|
1.83 |
|
Required Benefit Commencement Date |
|
|
29 |
|
1.84 |
|
Rollover Account |
|
|
29 |
|
1.85 |
|
Roth Account |
|
|
29 |
|
1.86 |
|
Roth Catch-Up Account |
|
|
29 |
|
1.87 |
|
Salary Reduction Contribution |
|
|
29 |
|
1.88 |
|
Service in the Uniformed Services of the United States |
|
|
30 |
|
1.89 |
|
SMWE |
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|
30 |
|
1.90 |
|
SMWE Employee |
|
|
30 |
|
1.91 |
|
Spouse |
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30 |
|
ii
TABLE OF CONTENTS (contd)
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Page |
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1.92 |
|
Supplemental Company Contribution |
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|
31 |
|
1.93 |
|
Supplemental Company Contribution Account |
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31 |
|
1.94 |
|
Target Adjusted Earnings Per Share Growth Rate |
|
|
31 |
|
1.95 |
|
Third-Party Recordkeeper |
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|
31 |
|
1.96 |
|
Trust Agreement |
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31 |
|
1.97 |
|
Trustee |
|
|
31 |
|
1.98 |
|
UST |
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|
31 |
|
1.99 |
|
UST Pre-2010 Match Account |
|
|
31 |
|
1.100 |
|
UST Savings Plan |
|
|
32 |
|
1.101 |
|
Valuation Date |
|
|
32 |
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|
|
ARTICLE II COMPANY CONTRIBUTIONS |
|
|
33 |
|
2.01 |
|
The Contribution |
|
|
33 |
|
2.02 |
|
Amount of the Contribution |
|
|
33 |
|
2.03 |
|
Company Match Contributions for Match-Eligible Employees who are not SMWE Employees |
|
|
34 |
|
2.04 |
|
Company Match Contributions for SMWE Employees |
|
|
34 |
|
2.05 |
|
Forfeiture of Company Match Contributions |
|
|
35 |
|
2.06 |
|
Supplemental Company Contribution for Match-Eligible Employees who are not SMWE Employees |
|
|
35 |
|
2.07 |
|
Limits on Amount of Contribution and Supplemental Company Contribution to the Plan and the Contribution to the Hourly Plan. |
|
|
35 |
|
2.08 |
|
Annual Addition Limitation |
|
|
36 |
|
2.09 |
|
Timing of Contributions |
|
|
36 |
|
2.10 |
|
Deductibility of Contributions |
|
|
36 |
|
2.11 |
|
Mistaken or Surplus Contribution |
|
|
37 |
|
2.12 |
|
Qualified Nonelective Contributions |
|
|
37 |
|
|
|
ARTICLE III ALLOCATION OF COMPANY CONTRIBUTION AND SUPPLEMENTAL COMPANY |
|
|
|
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|
|
CONTRIBUTION |
|
|
38 |
|
3.01 |
|
Method of Allocation of Contribution |
|
|
38 |
|
3.02 |
|
Method of Allocation of Supplemental Company Contribution |
|
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38 |
|
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|
ARTICLE IV PARTICIPANT CONTRIBUTIONS |
|
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39 |
|
4.01 |
|
Salary Reduction Contributions |
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39 |
|
4.02 |
|
Catch-Up Contributions |
|
|
40 |
|
4.03 |
|
After-Tax Contributions |
|
|
41 |
|
4.04 |
|
Suspension of Personal Contributions For Hardship Withdrawal |
|
|
42 |
|
4.05 |
|
Aggregate Limit on Participant Contributions |
|
|
42 |
|
4.06 |
|
Eligible Rollover Contributions |
|
|
42 |
|
|
|
ARTICLE V VALUATION |
|
|
44 |
|
5.01 |
|
Participant Accounts |
|
|
44 |
|
5.02 |
|
Valuation of Participant Accounts |
|
|
45 |
|
5.03 |
|
Transfer to Hourly Plan |
|
|
45 |
|
5.04 |
|
Accounts For Individuals Ineligible to Participate |
|
|
45 |
|
5.05 |
|
Account Statements |
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46 |
|
iii
TABLE OF CONTENTS (contd)
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Page |
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ARTICLE VI DISTRIBUTION |
|
|
47 |
|
6.01 |
|
In General |
|
|
47 |
|
6.02 |
|
Form and Timing of Distributions |
|
|
47 |
|
6.03 |
|
Form of Distribution |
|
|
50 |
|
6.04 |
|
Maintenance of Accounts |
|
|
51 |
|
6.05 |
|
Designation of Beneficiary |
|
|
51 |
|
6.06 |
|
Eligible Rollover Distributions |
|
|
52 |
|
6.07 |
|
Alternate Payee |
|
|
52 |
|
6.08 |
|
Section 16 of Securities Exchange Act of 1934 |
|
|
52 |
|
|
|
ARTICLE VII WITHDRAWALS |
|
|
53 |
|
7.01 |
|
In General |
|
|
53 |
|
7.02 |
|
Hardship Withdrawals |
|
|
53 |
|
7.03 |
|
Withdrawal of UST Pre-2010 Matching Contributions |
|
|
56 |
|
7.04 |
|
Age 59 1⁄2 Withdrawal |
|
|
56 |
|
7.05 |
|
Form of Withdrawal |
|
|
56 |
|
7.06 |
|
Withdrawal of Altria Stock Cash Dividends |
|
|
57 |
|
7.07 |
|
Withdrawal Fees |
|
|
57 |
|
7.08 |
|
Section 16 of Securities Exchange Act of 1934 |
|
|
57 |
|
7.09 |
|
Distributions Upon a Deemed Severance from Employment While Performing Service in the Uniformed Service of the United States |
|
|
57 |
|
7.10 |
|
Qualified Reservist Withdrawals |
|
|
58 |
|
|
|
ARTICLE VIII THE FUND |
|
|
59 |
|
8.01 |
|
The Fund |
|
|
59 |
|
8.02 |
|
Investments |
|
|
59 |
|
8.03 |
|
Participant Direction of Investments |
|
|
64 |
|
8.04 |
|
Investment Rules |
|
|
65 |
|
8.05 |
|
Beneficiaries and Alternate Payees |
|
|
66 |
|
8.06 |
|
Common, Collective or Pooled Funds |
|
|
66 |
|
8.07 |
|
Investments in Trustee Deposits |
|
|
66 |
|
|
|
ARTICLE IX LOANS TO PARTICIPANTS |
|
|
67 |
|
9.01 |
|
Participant Loans |
|
|
67 |
|
9.02 |
|
Period of Repayment |
|
|
68 |
|
9.03 |
|
Loan Repayments |
|
|
68 |
|
9.04 |
|
Loan Default |
|
|
68 |
|
9.05 |
|
Investigations; Possible Implications of Misrepresentation |
|
|
69 |
|
9.06 |
|
Loan Fees |
|
|
69 |
|
9.07 |
|
Section 16 of Securities Exchange Act of 1934 |
|
|
69 |
|
|
|
ARTICLE X PLAN ADMINISTRATION |
|
|
70 |
|
10.01 |
|
The Administrator |
|
|
70 |
|
10.02 |
|
Investment Committee |
|
|
70 |
|
10.03 |
|
Monitoring Committee |
|
|
71 |
|
10.04 |
|
Management Committee |
|
|
71 |
|
10.05 |
|
Altria Stock Independent Named Fiduciary |
|
|
72 |
|
iv
TABLE OF CONTENTS (contd)
|
|
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|
|
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|
|
Page |
|
|
|
|
10.06 |
|
Non-Altria Stock Independent Named Fiduciary |
|
|
73 |
|
10.07 |
|
The Fiduciaries |
|
|
74 |
|
|
|
ARTICLE XI AMENDMENT OR TERMINATION |
|
|
77 |
|
11.01 |
|
Amendment of the Plan |
|
|
77 |
|
11.02 |
|
Termination of the Plan |
|
|
77 |
|
|
|
ARTICLE XII RESTRICTIONS ON ALIENATION AND ASSIGNMENT |
|
|
79 |
|
12.01 |
|
Nonalienation of Accounts |
|
|
79 |
|
|
|
ARTICLE XIII GENERAL PROVISIONS |
|
|
80 |
|
13.01 |
|
No Contract of Employment |
|
|
80 |
|
13.02 |
|
Altria Stock Voting |
|
|
80 |
|
13.03 |
|
Non-Altria Stock Voting |
|
|
80 |
|
13.04 |
|
Determination of Beneficiary Pursuant to Section 6.05 of the Plan |
|
|
81 |
|
13.05 |
|
Denial of Claims for Benefits |
|
|
82 |
|
13.06 |
|
Qualified Domestic Relations Orders |
|
|
83 |
|
13.07 |
|
Offset for Indebtedness to Participating Company |
|
|
84 |
|
13.08 |
|
Payments to Infants or Incompetents |
|
|
84 |
|
13.09 |
|
Uncashed Checks |
|
|
84 |
|
13.10 |
|
Administrative Restrictions |
|
|
85 |
|
13.11 |
|
Fiduciary Discretion |
|
|
86 |
|
13.12 |
|
Applicable Law |
|
|
86 |
|
13.13 |
|
USERRA |
|
|
86 |
|
13.14 |
|
Participating Company Leaves Controlled Group |
|
|
87 |
|
|
|
ARTICLE XIV FORMS; COMMUNICATIONS; RULES AND PROCEDURES |
|
|
88 |
|
14.01 |
|
Administrative Forms; Use of Electronic Media |
|
|
88 |
|
14.02 |
|
Administrative Communications |
|
|
88 |
|
14.03 |
|
Rules and Procedures |
|
|
88 |
|
|
|
ARTICLE XV MERGER, ETC. |
|
|
89 |
|
15.01 |
|
Merger or Consolidation |
|
|
89 |
|
|
|
ARTICLE XVI CHANGE OF CONTROL PROVISIONS |
|
|
90 |
|
16.01 |
|
Contributions Upon Change of Control |
|
|
90 |
|
16.02 |
|
Change of Control |
|
|
90 |
|
16.03 |
|
Miscellaneous |
|
|
92 |
|
|
|
ARTICLE XVII LIMITATION ON ALLOCATIONS |
|
|
94 |
|
17.01 |
|
General Rule |
|
|
94 |
|
17.02 |
|
Limit on Allocations for Defined Contribution Plan |
|
|
94 |
|
17.03 |
|
Annual Additions |
|
|
94 |
|
17.04 |
|
Compensation |
|
|
95 |
|
|
|
ARTICLE XVIII RULES IN THE EVENT PLAN BECOMES A TOP-HEAVY PLAN |
|
|
96 |
|
18.01 |
|
Top-Heavy Contribution |
|
|
96 |
|
v
TABLE OF CONTENTS (contd)
|
|
|
|
|
|
|
|
|
|
|
Page |
|
|
|
|
18.02 |
|
Top-Heavy Plan |
|
|
96 |
|
|
|
EXHIBIT A PARTICIPATING COMPANIES |
|
|
98 |
|
vi
PREAMBLE
The Plan was originally adopted, effective January 1, 1956, as a profit sharing plan for the benefit of eligible Employees of the
Participating Companies. The Plan is a defined contribution plan intended to be qualified under Section 401(a) of the Code. Since 1983, the Plan includes a cash or deferred arrangement qualified under Section 401(k) of the Code. Effective
December 15, 2001, the Plan is also a stock bonus plan that permits Participants to elect to receive in cash their share of cash dividends paid on shares of Altria Stock held in Part D of the Fund (the investment option for Altria Stock).
Effective January 1, 2007, the Plan included (1) Company Match Contributions on behalf of Match-Eligible Employees who make
Salary Reduction Contributions and/or After-Tax Contributions to the Profit-Sharing Fund, (2) a Company Contribution on behalf of each Match-Eligible Employee after the completion of twelve (12) months of Accredited Service, and (3) a
Make-Up Contribution so that the aggregate Company Contribution and Make-Up Contribution equaled no less than ten percent (10%) of the Compensation of a Match-Eligible Employee who is eligible for an allocation of the Company Contribution.
Effective as of March 30, 2007, Kraft Foods Inc. and its subsidiary companies ceased to be members of the Controlled Group.
Effective as of March 30, 2007, Part I (the investment option for Kraft Stock (now Mondelēz Stock)) was added as an investment option under the Plan. No exchanges or rebalancings into Part I are permitted and no contributions may be
invested in Part I.
Effective as of March 28, 2008, PMI and its subsidiary companies ceased to be members of the Controlled
Group. Effective as of March 28, 2008, Part K (the investment option for PMI Stock) was added as an investment option under the Plan. No exchanges or rebalancings into Part K are permitted and no contributions may be invested in Part K.
Effective after the close of business on December 30, 2009, the assets and liabilities of the UST Savings Plan allocable to
non-union employees of UST and SMWE were merged with and into the assets and liabilities of the Plan. The Plan was amended and restated as of December 31, 2009 to reflect the transfer of these assets and liabilities into the Plan although
Employees who were participants in the UST Plan were not eligible to participate in the Plan with respect to the making of contributions pursuant to Article IV of the Plan and in the sharing or allocation of any contributions pursuant to Articles II
and III of the Plan until January 1, 2010.
The Plan was amended and restated as of January 1, 2010: (1) to include
non-union employees of UST and SMWE, (2) to include salaried employees employed by John Middleton Co. and (3) to change the benefit formula in the Plan set forth in Article II of the Plan applicable to all Employees, except SMWE Employees,
effective for Plan Years beginning January 1, 2010. Effective for Plan Years beginning in 2010, the Contribution was based on Consolidated Earnings, rather than Operating Profit. A Contribution based on Consolidated Earnings was the original
formula under the Plan. It was changed for Plan Years beginning in 1994 and ending December 31, 2009.
The Plan was amended and
restated as of January 1, 2011 to reflect: (1) additional duties of the independent named fiduciary for the Altria, Kraft and PMI Stock Investment Options, (2) to clarify the members of the Committee, (3) to provide for the
actions of the Altria,
1
Kraft and PMI Stock Independent Named Fiduciaries when there is a tender offer for less than 5% of the outstanding shares.
The Plan was amended and restated as of January 1, 2012 to (1) change the benefit formula set forth in Article II of the Plan
applicable to all employees, except SMWE Employees, and (2) include the participation of hourly non-agricultural employees of SMWE who are not represented by a collective bargaining agreement.
The Plan was amended and restated as of October 1, 2012 (with certain amendments effective earlier) to reflect: (1) changes to
the investment options offered under the Plan, (2) the separation of Kraft Foods Inc. into two separate public companies, (3) the change in the name of Kraft Foods Inc. to Mondelēz International, Inc., (4) the receipt of the
shares of KFG Stock distributed to the shareholders of Mondelēz International and the establishment of the KFG Stock investment option and (5) the appointment of Fiduciary Counselors, Inc. as the KFG Stock Independent Named Fiduciary.
The Plan was amended and restated as of July 1, 2014 (with certain earlier effective dates). Effective for Plan Years beginning on
and after January 1, 2014, the Plan was amended to provide for the allocation of the Contribution and the Supplemental Contribution to the Plan and the contribution to the Hourly Plan if 3% of Consolidated Earnings is insufficient to fund the
Plan and the Hourly Plan in accordance with their respective benefit formulas. The Plan was further amended effective July 1, 2014, to provide an increase in the percentage of Compensation that can be contributed to the Plan pursuant to Article
IV per payroll period, to place further limits on hardship withdrawals, and to make a number of other changes in the administration of the Plan. The Plan was also amended effective June 26, 2013 to revise the definition of Spouse.
The Plan has been amended and restated as of January 1, 2016 (with certain amendments effective earlier) to reflect the merger
of Kraft Foods Group, Inc. and H. J. Heinz Company, resulting in the formation of The Kraft Heinz Company, and certain other administrative changes. The Plan has also been amended effective January 1, 2016 to eliminate Part J of the Fund, the
Conduit Fund, as an investment option.
2
ARTICLE I
DEFINITIONS
The following
terms as used herein or in the Trust Agreement shall have the meanings set forth below:
1.01
ACCOUNTS
Accounts, means the aggregate of the
following Accounts that may be maintained on behalf of any Participant or Inactive Participant (or Beneficiary or Alternate Payee):
(a) Company Account, consisting of:
(1) a sub-account that is considered part of a Cash or Deferred
Arrangement; and
(2) a sub-account that is not considered part of a
Cash or Deferred Arrangement;
(b) Company Match Account;
(c) UST Pre-2010 Match Account;
(d) Supplemental Company Contribution Account;
(e) Personal After-Tax Account;
(f) Personal After-Tax Rollover Account;
(g) Personal Before-Tax Account;
(h) Personal Before-Tax Catch-Up Account;
(i) Rollover Account;
(j) Paysop Rollover Account;
(k) Qualified Nonelective Contributions Account;
(l) Roth Account; and
(m) Roth Catch-Up Account.
1.02 ACCREDITED SERVICE
(a) Accredited Service means the accumulated periods of service taken into account in
determining an Employees eligibility for benefits under the Plan. Each twelve (12) months of Accredited Service shall constitute one (1) year of Accredited Service.
3
(b) Full-Time Employees. The
Accredited Service of a Full-Time Employee shall include the following periods of service:
(1) all periods of service commencing on the Employees date of
employment with any member of the Controlled Group and ending on the earlier of:
(A) the date on which the Employee resigns, is discharged, dies or
retires; or
(B) the first anniversary of the date the Employee
remains absent from service for any other reason;
(2) all periods
of service during which the Employee is deemed employed by any member of the Controlled Group;
(3) all periods during which the Employee has been severed from the
service of any member of the Controlled Group if such severance is by reason of:
(A) his resignation, discharge or retirement and he then performs an
Hour of Service within twelve (12) months of his severance from service date; or
(B) his resignation, discharge or retirement during an absence from
service of twelve (12) months or less for any reason other than his resignation, discharge or retirement, and he then performs an Hour of Service within twelve (12) months of the date on which he was first absent from service;
(4) all periods of service with General Foods Corporation, a Delaware
corporation, or any of its subsidiaries with respect to an Employee who was employed by General Foods Corporation or any of its subsidiaries on November 1, 1985;
(5) all periods of service with Kraft, Inc., a Delaware corporation, or
any of its subsidiaries with respect to an Employee who was employed by Kraft, Inc. or any of its subsidiaries on October 30, 1988;
(6) all periods of service with Nabisco Holdings Corp., a Delaware
corporation, or any of its subsidiaries with respect to an Employee who was employed by Nabisco Holdings Corp. or any of its subsidiaries on December 11, 2000; and
(7) all periods of service with UST Inc., a Delaware corporation, or any
of its subsidiaries with respect to an Employee who was employed by UST Inc. or any of its subsidiaries on January 6, 2009.
(c) Part-Time Employees. A Part-Time Employee shall be credited with a year of
Accredited Service for the initial twelve (12) month period commencing on the Employees date of employment with any member of the Controlled Group and ending on the anniversary date thereof if he completes one thousand (1,000) Hours
of Service; thereafter, a Part-Time Employee shall be credited with a year of Accredited Service for each Plan Year (beginning with the Plan Year that includes the first anniversary of the date of employment) he completes one thousand
(1,000) Hours of Service.
4
(d) Severance Pay. No period after
an Employee has separated from employment (including any period during which an Employee is receiving a severance pay allowance from the Severance Pay Plan for Salaried Employees) shall be taken into account as Accredited Service, except as
specifically permitted pursuant to the preceding provisions of this Section 1.02 of the Plan.
1.03 ACTUAL
DIVIDEND PER SHARE GROWTH RATE
Actual Dividend Per Share Growth Rate means the percentage growth in the dollar amount of the cash dividend per share declared by the
Board in December of the fiscal year of Altria that coincides with the Plan Year for which the Contribution is to be made pursuant to Section 2.02 (which dividend is ordinarily payable in January of the immediately succeeding fiscal year of
Altria) from the dollar amount of cash dividend per share declared by the Board in December of the immediately preceding fiscal year of Altria (which dividend was paid in January of the fiscal year of Altria that coincides with the Plan Year for
which the Contribution is to be made pursuant to Section 2.02).
1.04 ACTUAL ADJUSTED
EARNINGS PER SHARE GROWTH RATE
Actual Adjusted Earnings Per Share Growth Rate means the percentage growth in adjusted diluted earnings per share of Altria Stock for
Altrias fiscal year coinciding with the Plan Year for which the Contribution is calculated pursuant to Section 2.02 from the adjusted diluted earnings per share of Altria Stock for the immediately preceding fiscal year, as determined by
Altria in its sole discretion. For purposes of this Plan, Actual Adjusted Earnings Per Share Growth Rate shall be determined by adjusting the percentage growth rate disclosed in a fiscal year-end earnings press release issued by Altria (which
earnings press release is furnished to the Securities and Exchange Commission on Form 8-K), for unforeseen or unusual events as determined in the sole discretion of Altria, including but not limited to, excessive unanticipated excise taxes,
legislation, or litigation as well as to correct any errors included in the original announcement or change the methodology for the calculation of adjusted diluted earnings per share attributable to Altria.
1.05 ADMINISTRATOR
Administrator means the Vice President, Compensation, Benefits and HR Services of the Company designated pursuant to the terms of the
Plan to carry out certain responsibilities in connection with the management of the Plan solely as it relates to the administration of the Plan, which Administrator shall be the Plan administrator and the Named Fiduciary with respect to such
management and administrative duties within the meaning of ERISA. The Administrator may be authorized to act in a settlor capacity or as a fiduciary. The Administrator has assigned certain duties to the Third-Party Recordkeeper and the
Participating Companies. Any reference in the Plan to the administrative duties of the Administrator shall include the carrying out of such duties by one or more delegates or assignees appointed by the Administrator.
1.06 AFTER-TAX CONTRIBUTION
After-Tax Contribution means a contribution made by periodic payroll deduction by a Participant to the Profit-Sharing Fund pursuant to
Section 4.03 of the Plan that does not reduce the Participants Compensation for the year contributed to the Profit-Sharing Fund, but that will
5
not be includible in the gross income of the Employee in the year withdrawn or distributed from the Fund.
1.07 AFTER-TAX ROLLOVER
CONTRIBUTION
After-Tax Rollover Contribution means that portion
of an Eligible Rollover Contribution made by a Participant to the Profit-Sharing Fund pursuant to Section 4.06 of the Plan that would not have been includible in the gross income of the Participant in the year distributed from the Eligible
Retirement Plan if it had not been directly rolled over from the Eligible Retirement Plan to the Profit Sharing Fund, which portion of the Eligible Rollover Contribution will be separately accounted for by the Third-Party Recordkeeper in order that
it will not be includible in the gross income of the Participant in the year withdrawn or distributed from the Fund.
1.08
ALTERNATE PAYEE
Alternate Payee means
the Spouse, former Spouse, child or other dependent of a Participant or Inactive Participant who is recognized pursuant to a Qualified Domestic Relations Order to be eligible to receive all or a portion of the Participants or Inactive
Participants Accounts.
1.09 ALTRIA
Altria means Altria Group, Inc.
1.10 ALTRIA STOCK
Altria Stock means the common stock of Altria. Altria Stock is listed on the New York Stock Exchange, is ordinarily readily tradable on
any Business Day and is a qualifying employer security within the meaning of Sections 4975(e)(8) and 409(l)(1) of the Code.
1.11 ALTRIA STOCK INDEPENDENT NAMED
FIDUCIARY
Altria Stock Independent Named Fiduciary means
Fiduciary Counselors Inc. The duties of the Altria Stock Independent Named Fiduciary are described in Section 10.05 of the Plan. The Altria Stock Independent Named Fiduciary may be removed or replaced solely by an amendment to the Plan adopted
by the Administrator upon the direction of the Monitoring Committee.
1.12
BENEFICIARY
(a) In the case of a Participant or Inactive Participant:
(1) who is married on the date of his death, Beneficiary means:
(A) the Spouse of the Participant or Inactive Participant; or
(B) provided proper spousal consent is obtained as described in Section 6.05(b) of the Plan, the person or persons
(including the estate of the Participant or Inactive Participant, a trust created by the Participant or Inactive Participant during his lifetime or by will, or any other permitted legal entity)
6
designated by the Participant or Inactive Participant (whether as a result of an affirmative election or by operation of law) to receive distribution of all or a portion of the Current Value of
his Accounts in the event of his death.
(2) who is not married on
the date of his death, Beneficiary means:
(A) the person or
persons (including the estate of the Participant or Inactive Participant, a trust created by the Participant or Inactive Participant during his lifetime or by will, or any other permitted legal entity) designated by the Participant or Inactive
Participant (whether as a result of an affirmative election or by operation of law) to receive distribution of all or a portion of the Current Value of his Accounts in the event of his death; and
(B) if the Participant or Inactive Participant does not have a valid
Beneficiary designation on file, the estate of the deceased Participant or deceased Inactive Participant.
(b) In the case of a Beneficiary who is eligible to receive the balance in the Accounts
of a deceased Participant or deceased Inactive Participant pursuant to this Section 1.12 of the Plan, the estate of such Beneficiary unless such Beneficiary has, pursuant to the provisions of Section 6.05(c) of the Plan, designated a
person or persons to receive distribution of all or a portion of the Current Value of the Accounts to which such Beneficiary is entitled.
(c) In the case of an Alternate Payee who has received a separate interest with respect
to all or a portion of a Participants Accounts under the Plan pursuant to a Qualified Domestic Relations Order:
(i) Beneficiary means the person or persons designated by the Alternate
Payee to receive the Current Value of the Accounts to which such Alternate Payee was entitled at the time of his death; and
(ii) If the Alternate Payee does not have a valid Beneficiary
designation on file, Beneficiary means the estate of the Alternate Payee.
1.13
BOARD
Board means the Board of Directors of Altria.
1.14 BUSINESS DAY
Business Day means any day on which stocks listed on the New York Stock Exchange are regularly traded on the New York Stock Exchange.
1.15 CASH OR DEFERRED
ARRANGEMENT
Cash or Deferred Arrangement means:
(a) the provisions of Section 4.01 of the Plan which permit each Participant to
make (and, with respect to Employees described in Section 4.01(b) of the Plan, who are automatically enrolled to make) Salary Reduction Contributions to the Profit-Sharing Fund; and
7
(b) those provisions of any other plan
qualified under Section 401(a) of the Code maintained by a member of the Controlled Group which permit an individual to make elective deferrals (as defined in Section 402(g)(3) of the Code).
1.16 CATCH-UP CONTRIBUTIONS
Catch-Up Contributions means elective deferrals (as defined in Section 414(u)(2)(C) of the Code) made pursuant to Section 4.02
of the Plan in an amount not greater than the lesser of: (1) $5,000 (as adjusted for the cost-of-living pursuant to Section 414(v)(2)(C) of the Code), or (2) the excess of the Participants compensation (as defined in
Section 415(c)(3) of the Code) for the calendar year, over any other elective deferrals (as so defined) of the Participant for such calendar year which are made without regard to this Section 1.16 of the Plan or Section 4.02 of the
Plan. The maximum amount of Catch-Up Contributions for any payroll period may not exceed 75% of a Participants Compensation for such payroll period.
1.17 CLAIMANT
Claimant means, for purposes of Section 13.05 of the Plan, the Participant, Inactive Participant, Beneficiary, Alternate Payee or
such individuals personal representative who makes a claim for benefits under the Plan.
1.18
CODE
Code means the Internal Revenue Code of 1986, as
amended from time to time.
1.19 COMMITTEE
(a) Committee means the Corporate Employee Benefit Committee of Altria designated
pursuant to ARTICLE XI of the Plan to carry out certain settlor responsibilities on behalf of the Participating Companies. The Committee shall be comprised of the following positions at Altria:
(1) Chairman and Chief Executive Officer;
(2) Chief Operating Officer; and
(3) Chief Financial Officer.
(b) The Committee may act by a majority of their number then in office, either by vote
at a meeting or in writing without a meeting. Any act of the Committee shall be sufficiently evidenced if certified by any two (2) members thereof or in accordance with any by-laws adopted by the Committee.
(c) If a reorganization of Altria and/or any other member of the Controlled Group
results in a change in the title of one of the positions set forth in subsection (a) above, the Corporate Secretary and Senior Assistant General Counsel, Altria, will identify the position of Altria that has assumed the duties of the position
that has been eliminated and that position will succeed to the duties of the member whose position was changed.
8
1.20 COMPANY
Company means Altria Client Services LLC, which is the sponsor of the Plan.
1.21 COMPANY ACCOUNT
Company Account means the Account maintained by the Third-Party Recordkeeper reflecting the Participants or Inactive
Participants (or Beneficiarys or Alternate Payees) share of the Fund, if any, resulting from the Contribution (and for Plan Years beginning on and after January 1, 1994 and ending prior to January 1, 2010, the Operating
Company Contribution). Effective as of December 31, 1988, the Company Account was divided equally into (1) a sub-account that is considered part of a Cash or Deferred Arrangement; and (2) a sub-account that is not considered part of a
Cash or Deferred Arrangement.
1.22 COMPANY MATCH
ACCOUNT
Company Match Account means the Account maintained by
the Third-Party Recordkeeper reflecting the Participants or Inactive Participants (or Beneficiarys or Alternate Payees) share of the Fund, if any, resulting from Company Match Contributions.
1.23 COMPANY MATCH CONTRIBUTIONS
Company Match Contributions means the contributions made by or on behalf of a Participating Company pursuant to Sections 2.03
and 2.04 of the Plan and does not include matching contributions made to the UST Savings Plan.
1.24
COMPENSATION
(a) Effective January 1, 2015, Compensation means an Employees base salary or
wage,
(1) including:
(A) compensation for overtime;
(B) shift differential;
(C) any lump sum payment paid in lieu of an annual merit increase which
would be in excess of the Employees salary grade range;
(D)
Salary Reduction Contributions made by a Participating Company on behalf of the Employee pursuant to Section 4.01 of the Plan, Catch-Up Contributions made by a Participating Company on behalf of the Employee pursuant to Section 4.02 of the
Plan, salary reduction contributions to a cafeteria plan (as defined in Section 125 of the Code) and salary reduction contributions not includible in gross income by reason of Section 132(f)(4) of the Code that in each case would otherwise
have been part of an Employees Compensation;
(E) payments
for accrued bona fide vacation leave, but only if the Employee would have been able to use the leave if employment had continued;
9
(F) differential wage
payments, as described in Section 3401(h) of the Code, made to an Employee with respect to any period during which the Employee is performing active duty Service in the Uniformed Service of the United States for a period of more than 30 days;
(G) short-term disability benefits (but not short-term disability
benefits paid by a third-party provider); and
(H) amounts
described under this Section 1.24(a)(1) that are paid after a Participant has incurred a severance from employment (within the meaning of Section 401(k)(2)(B)(i)(I) of the Code), but only if such payments are made by the later of
(i) 2 1⁄2 months after the Participants severance from employment with the Controlled Group, or (ii) the end of the Plan Year that includes the
date of the Participants severance from employment with the Controlled Group.
(2) except that it shall in no event include any other compensation,
including, but not limited to:
(A) cash bonuses;
(B) cost-of-living or other allowances;
(C) Contributions by a Participating Company under Section 2.01 of
the Plan;
(D) Company Match Contributions by a Participating
Company under Sections 2.03 and 2.04 of the Plan;
(E) Supplemental
Company Contributions by a Participating Company under Section 2.06 of the Plan;
(F) contributions to or payments from, any retirement, long-term
disability or survivor benefit plan of a Participating Company (and whether contributed to or paid from the assets of a trust or from the assets of a Participating Company);
(G) short-term disability benefits paid by a third-party provider;
(H) awards under any incentive compensation plan of a Participating
Company or any other member of the Controlled Group;
(I) payments
from any severance plan or severance agreement, including a severance pay allowance from the Severance Pay Plan for Salaried Employees;
(J) except as provided in Section 1.24(a)(1)(E) and 1.24(a)(1)(H)
of the Plan, payments made after a Participant has incurred a severance from employment (within the meaning of Section 401(k)(2)(B)(i)(I) of the Code); and
10
(K) any overtime
adjustment payments made with respect to compensation that is otherwise excludable under the Plan.
(b) Compensation Limit. Compensation in excess of $200,000 (as adjusted for
cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code) shall not be taken into account under the Plan.
(c) With respect to Salary Reduction Contributions for a Plan Year, the annual
Compensation limit described in subsection (b) of this Section 1.24 shall be applied by limiting the total Salary Reduction Contributions a Participant may make for a Plan Year to the product of (i) such Participants
Compensation for the Plan Year up to the annual Compensation limit multiplied by (ii) the maximum percentage, as determined by the Administrator, by which the Participant may reduce his Compensation through Salary Reduction Contributions for
such Plan Year in accordance with Section 4.01(d)(1) of the Plan.
1.25 COMPENSATION
COMMITTEE
Compensation Committee means the Compensation
Committee of the Board as from time to time constituted.
1.26 CONSOLIDATED
EARNINGS
Consolidated Earnings means the amount reported as
earnings before income taxes and cumulative effect of accounting changes in the consolidated statements of earnings of Altria in its audited consolidated financial statements, before deduction of the Contribution, of the contribution to the Hourly
Plan, of the accounting expense relating to incentive compensation plans and excluding such other items as may be determined by the Compensation Committee.
1.27 CONTRIBUTION
Contribution shall have the meaning as set forth in Sections 2.01 and 2.02 of the Plan.
1.28 CONTROLLED GROUP
(a) Controlled Group means a controlled group of corporations within the meaning of
Section 414(b) of the Code, where Altria is the common parent corporation and owns directly or indirectly, stock, possessing at least eighty percent (80%) of the total combined voting power of all classes of stock entitled to vote of the
other corporations and at least eighty percent (80%) of the total number of shares of all other classes of stock of such other corporations, provided that for purposes of ARTICLE XVII of the Plan, Controlled Group shall mean as defined
aforesaid, but the phrase, fifty percent (50%), shall be substituted for the phrase, eighty percent (80%), in each place where it appears aforesaid.
(b) Accredited Service. For purposes of determining Accredited Service for
Full-Time Employees, Controlled Group shall include any corporation, whether domestic or foreign, where Altria is the common parent corporation and owns, directly or indirectly, stock possessing at least twenty-five percent (25%) of the total
combined voting power of all classes of stock entitled to vote of the other corporations and at least twenty-five percent (25%) of the total number of shares of all other classes of stock of such other corporations.
11
1.29 CURRENT
VALUE
Current Value means the value of each of a
Participants, Inactive Participants, Beneficiarys or Alternate Payees Accounts and Loan Account as of the most recent Valuation Date, determined in accordance with ARTICLE V of the Plan.
1.30 DIVIDEND PAYMENT DATE
Dividend Payment Date means the date on which a regular quarterly cash dividend declared by the Board on shares of Altria Stock is paid
to holders of record of Altria Stock.
1.31 ELECTIVE
CONTRIBUTIONS
Elective Contributions means (1) Salary
Reduction Contributions and (2) elective deferrals (as defined in Section 402(g)(3) of the Code) to the trust fund under a Cash or Deferred Arrangement described in Section 1.15(b) of the Plan.
1.32 ELIGIBLE RETIREMENT PLAN
Eligible Retirement Plan means:
(a) an individual retirement account described in Section 408(a) of the Code;
(b) an individual retirement annuity (other than an endowment contract) described in
Section 408(b) of the Code;
(c) an annuity plan described in
Section 403(a) of the Code;
(d) a trust forming part of a defined contribution
plan (as defined in Section 414(i) of the Code) qualified under Section 401(a) of the Code, provided the terms of such defined contribution plan permit the trustee of the trust to accept a direct transfer of all or any portion of an
Eligible Rollover Distribution;
(e) any other trust forming part of a plan
qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code;
(f) an annuity contract described in Section 403(b) of the Code;
(g) an eligible plan under Section 457(b) of the Code which is maintained by a
state, political subdivision of a state, or any agency or instrumentality thereof, but only if such plan agrees to separately account for amounts transferred into such plan from a plan described in Section 1.32(d) of the Plan; and
(h) a Roth individual retirement account.
1.33 ELIGIBLE ROLLOVER CONTRIBUTION
Eligible Rollover Contribution means a contribution (including an After-Tax Rollover Contribution) to the Profit-Sharing Fund
by a Participant of:
12
(a) all or any portion of an Eligible
Rollover Distribution from an Eligible Retirement Plan described in Sections 1.32(d), 1.32(e), 1.32(f) and 1.32(g) of the Plan which an Employee elects to have paid directly by the trustee or custodian of the Eligible Retirement Plan to the
Profit-Sharing Fund, or which is timely transferred by the Employee to the Profit-Sharing Fund in accordance with Section 402(c) of the Code; or
(b) a payment to the Profit-Sharing Fund from an individual retirement account or
annuity described in Section 408(d)(3)(A)(ii) of the Code.
1.34 ELIGIBLE ROLLOVER
DISTRIBUTION
(a)
Eligible Rollover Distribution means each withdrawal or distribution from the Fund or from any other Eligible Retirement Plan, except:
(1) any distribution that is one of a series of substantially equal
periodic payments (payable not less frequently than annually) made over a period of ten (10) or more years or for the life of the Participant or Inactive Participant, the joint life expectancy of the Participant or Inactive Participant and his
Beneficiary, the life expectancy of the Participant or Inactive Participant, or the joint life and last survivor expectancy of the Participant or Inactive Participant and his Beneficiary;
(2) any withdrawal or distribution to the extent required to be made
pursuant to Section 401(a)(9) of the Code;
(3) any withdrawal
which is made on account of hardship (as defined in Section 7.02 of the Plan); and
(4) such other amounts actually withdrawn by or distributed to a
Participant or Inactive Participant as may be designated by the Commissioner of Internal Revenue in regulations, revenue rulings, notices and other guidance of general applicability.
(b) After-Tax Amounts. That portion of a withdrawal or distribution that
would not be includible in the gross income of the recipient if not directly rolled over to an Eligible Retirement Plan shall not fail to be part of an Eligible Rollover Distribution, provided that such portion is directly rolled over to an
individual retirement account or annuity described in Section 408(a) or (b) of the Code, to a qualified plan (only to a defined contribution plan with respect to distributions prior to January 1, 2007) described in Sections 401(a) or
403(a) of the Code, or to an annuity contract described in Section 403(b) of the Code that separately accounts for the amount so transferred, including separately accounting for the portion of the Eligible Rollover Distribution that would be
includible in gross income if not so rolled over and the portion which would not be so included.
1.35
EMPLOYEE
(a) Employee means any person who:
(1) is employed by a Participating Company, and
(2) receives a regular and stated compensation or is compensated on a
commission basis directly from a Participating Company; and
13
(3) is either:
(A) a Full-Time Employee; or
(B) a Part-Time Employee.
A Full-Time Employee means an Employee who is in the regular full-time service of a Participating Company. A Part-Time Employee means
an Employee who is in the part-time service of a Participating Company.
(b)
Excluded Classes. The term Employee shall exclude:
(1) an employee who is a member of a collective bargaining agreement
unless such agreement specifically provides for such members inclusion in the Plan; or
(2) an employee covered under another profit-sharing plan qualified
under Section 401(a) of the Code to which a Participating Company is contributing; or
(3) an employee who is compensated at an hourly rate (other than,
effective January 1, 2012, a non-agricultural employee employed by SMWE who is compensated at an hourly rate and not a member of a collective bargaining agreement), or
(4) an employee employed on a seasonal basis at the Hopkinsville,
Kentucky facility of UST; or
(5) an employee who is classified by
his Participating Company as an intern, co-op (part of a cooperative student arrangement) or ambassador, regardless of the number of Hours of Service completed by the employee during a Plan or calendar year; or
(6) an employee classified as an agricultural worker; or
(7) an employee classified as:
(A) a seasonal worker (excluding a seasonal ranch employee), and
(B) a temporary employee (including a temporary professional or a
relief nurse who is hired for the first time on or after January 1, 2012); or
(8) a Field Coordinator; or
(9) an employee who is employed by Altria or any of its subsidiaries
which is a Participating Company and who is a third country national and not paid from an expatriate payroll; or
(10) a Highly Compensated Employee who is transferred from a member of
the Controlled Group organized outside of the United States to a Participating Company and who is excluded from participation in the Plan by the Administrator no later than the day preceding the last Business Day of the Plan Year in which such
transfer occurs; or
14
(11) an employee who is
employed primarily outside of the United States; provided that this exclusion shall not apply to an Employee who was a Participant in the Plan immediately prior to a transfer to a job position with Altria Ventures Inc. or Green Smoke Enterprises
Management Consulting (Shenzen) Co. Ltd. pursuant to which he is expected to be employed primarily outside of the United States; or
(12) an employee of Nu Mark LLC who:
(A) was employed by Green Smoke LLC immediately before its
January 1, 2015 merger with Nu Mark LLC; or
(B) is hired
after January 1, 2015 and is located in Florida or Nebraska working primarily on Green Smoke LLC matters; or
(13) an employee who is employed by the Puerto Rico branch of Altria
International Sales Inc.; or
(14) an employee of a Participating
Company who is a non resident alien of the United States; or
(15) a
Leased Employee; or
(16) an employee who is a five percent owner
(as defined in Section 416 of the Code); or
(17) any
individual whose services are procured from a leasing organization or agency, vendor, contractor or other third party, including but not limited to a temporary employment agency, whether on a part time or full time basis, and regardless of whether
the individual is subsequently determined (by judicial action or otherwise) to be or have been an employee of a Participating Company; or
(18) any individual who performs services for a Participating Company
under a contract, agreement or arrangement that purports to treat, designate or classify him or her as, or whom the Participating Company otherwise treats, designates, classifies or regards as, an independent contractor, consultant, temporary
worker, (regardless of how long the person actually provides services or the number of hours worked in a given week), project worker, contingent worker, or employee of a third party, regardless of whether that classification, designation or
treatment is correct as a matter of law and/or the individual is subsequently determined (by judicial action or otherwise) to be or have been an employee of a Participating Company; or
(19) an employee who is temporarily assigned to work in the United
States as a trainee.
(c) Loss of Status as an Employee. An Employee shall
cease to be such upon severance of his employment for any cause whatsoever, including by reason of his receiving a severance pay allowance (as defined in the Severance Pay Plan for Salaried Employees) or salary continuation.
15
(1) Exceptions. An
Employee shall be deemed, for purposes of this Plan, to be an Employee and continuously employed by a Participating Company:
(A) during all periods of leave of absence with or without pay,
including Service in the Uniformed Services of the United States for a period not in excess of that as may be prescribed by law; provided, however that any Participant who is performing active duty Service in the Uniformed Service of the United
States for more than 30 days shall be deemed to have severed from employment with the Controlled Group solely for purposes of eligibility to receive a distribution of his or her Salary Reduction Contributions (including Roth contributions, if
applicable) as permitted under Section 7.09 of the Plan; and
(B) during the first twenty-four months the Employee is eligible to
receive a disability allowance under the Long-Term Disability Plan for Salaried Employees on account of a disability for which he is unable to perform employees own occupation (as defined in the Long-Term Disability Plan for Salaried
Employees) and no period during which a former Employee is receiving a disability allowance under Long-Term Disability Plan for Salaried Employees on account of a disability for which he is unable to perform any occupation (as defined in the
Long-Term Disability Plan for Salaried Employees) shall be included.
(2) Service With Controlled Group. For the purpose of determining
when a Participant ceases to be an Employee and eligible for a distribution of his Accounts pursuant to ARTICLE VI of the Plan, a person shall be deemed to be an Employee during all periods of employment with any member of the Controlled Group which
is not a Participating Company.
1.36 ERISA
ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.
1.37 ESOP FUND
ESOP Fund means that Subpart of Part D of the Fund designated as the ESOP Fund as described in Section 8.02(a)(4) of the Plan. No
Contributions (Operating Company Contributions for Plan Years 1994 to 2009), Company Match Contributions, Supplemental Company Contributions, Salary Reduction Contributions, Catch-Up Contributions, After-Tax Contributions, Qualified Nonelective
Contributions, Rollover Contributions or After-Tax Rollover Contributions shall be made to the ESOP Fund, provided however, that intra-Plan transfers from Subpart D forming part of the Profit-Sharing Fund to the ESOP Fund shall be made in accordance
with the provisions of Section 8.02(d) of the Plan.
1.38 EXCHANGE
(a) Exchange means a method of selling part or all of an investment in one Part of the
Fund and investing the proceeds in another Part of the Fund.
16
(b) A Participant, Inactive Participant,
Beneficiary or Alternate Payee may perform an Exchange with respect to any one of his Accounts invested in a Part of the Fund, or as to all of his Accounts invested in such Part.
1.39 EX-DIVIDEND DATE
Ex-Dividend Date means the first date on which a purchaser of shares of Altria Stock on the New York Stock Exchange (or other stock
exchange) is not entitled to receive a cash dividend that has been previously declared by the Board.
1.40
FIDUCIARY
Fiduciary means each Fiduciary named in
ARTICLE X of the Plan, an Investment Advisor (as described in Section 1.49(c) of the Plan), an Investment Manager and any other person or entity, but only to the extent that each such person, body or entity (1) exercises any discretionary
authority or discretionary control respecting management of the Plan or exercises any authority or control respecting management or disposition of any Part of the Fund, or (2) has any discretionary authority or discretionary responsibility in
the administration of the Plan. The fiduciary responsibilities of the Fiduciaries shall be allocated among each such Fiduciary in accordance with ARTICLE X of the Plan.
1.41 FUND
Fund means the trust fund provided for in the Plan and established under the Trust Agreements. The Fund is comprised of the
Profit-Sharing Fund and the ESOP Fund.
1.42 GENERAL PURPOSE
LOAN
General Purpose Loan means a loan obtained by a Participant
from his Accounts pursuant to ARTICLE IX of the Plan which is not a Home Purchase Loan.
1.43 HIGHLY
COMPENSATED EMPLOYEE
Highly Compensated Employee
means any Employee who (1) was a 5% owner at any time during the year or the preceding calendar year, or (2) for the preceding calendar year had Compensation from a Participating Company in excess of $115,000 (as adjusted from time to time
to reflect changes in the cost-of-living in accordance with Section 414(q)(1) of the Code and applicable regulations).
1.44
HOME PURCHASE LOAN
Home
Purchase Loan means a loan obtained by a Participant from his Accounts pursuant to ARTICLE IX of the Plan, the proceeds of which are to be used to acquire any dwelling unit which is to be used within a reasonable period of time as the principal
residence of the Participant.
17
1.45 HOUR OF
SERVICE
(a) Hour
of Service means:
(1) each hour for which an Employee is paid, or
entitled to payment, for the performance of duties for any member of the Controlled Group (such hours to be credited to the period in which the duties were performed);
(2) each hour for which an Employee is paid, or entitled to payment, by
any member of the Controlled Group on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff,
jury duty, military duty or leave of absence (such hours to be credited to the period or periods in which the nonperformance of duties occurs and in accordance with Section 2530.200b-2(b) and (c) of the Department of Labor Regulations);
and
(3) each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed upon by any member of the Controlled Group (such hours to be credited to the period or periods to which the award pertains).
(b) Inclusions. Further, the term Hour of Service shall include periods of
time during which the Employee is not entitled to be paid for an authorized leave of absence or for a period during which his absence is due to Service in the Uniformed Services of the United States.
(c) Non-duplication of Hours. No Employee shall be credited more than once with
Hours of Service with respect to the same actual hours.
1.46 HOURLY
PLAN
Hourly Plan means the Deferred Profit-Sharing Plan for
Hourly Employees, effective as of January 1, 1956 and as amended from time to time.
1.47 INACTIVE
PARTICIPANT
Inactive Participant means a former Participant who
has ceased to be a Participant but who has one or more Accounts under the Plan. A Participant who has retired and who is eligible for an allocation of the Contribution, Company Match Contribution, Supplemental Company Contribution or Qualified
Nonelective Contribution with respect to the year in which he retires shall be deemed to be an Inactive Participant for purposes of ARTICLE VI of the Plan.
1.48 INVESTMENT COMMITTEE
(a) Investment Committee means the Altria Group Benefits Investment Committee
established under the Plan. The members of the Investment Committee shall consist of the following positions of Altria and the Company:
(1) Corporate Secretary of Altria;
(2) Vice President of the Company responsible for employee benefits;
18
(3) Treasurer of Altria;
and
(4) Chief Financial Officer of Altria.
(b) Duties of Investment Committee. The duties of the Investment Committee
are described in Section 10.02 of the Plan.
(c) Membership. A
member of the Investment Committee may be removed or replaced or additional members may be added, solely by an amendment to the Plan adopted by the Committee, as settlor. If a reorganization of Altria and/or any other member of the Controlled Group
results in a change in the title of one of the positions set forth in subsection (a) above, the Secretary to the Investment Committee will identify the position of Altria or the Company that has assumed the duties of the position that has been
eliminated and that position will succeed to the duties of the member whose position was changed.
1.49
INVESTMENT MANAGER
Investment Manager
means:
(a) a bank (as defined in the Investment Advisers Act of 1940);
(b) an insurance company qualified to manage, acquire, or dispose of any assets of an
employee benefit plan subject to ERISA under the laws of more than one State;
(c) a
registered Investment Adviser under the Investment Advisers Act of 1940; and
(d)
any fiduciary who is not registered as an investment advisor under the Investment Advisors Act of 1940 by reason of paragraph (1) of Section 203(A)(a) of such Act, is registered as an investment advisor under the laws of the State in which
such fiduciary maintains its principal office and place of business and, at the time the fiduciary last filed the registration form most recently filed by the fiduciary in order to maintain the fiduciarys registration under the laws of such
State, also filed a copy of such form with the Secretary of Labor;
and who, in each case, is appointed by the Investment Committee (or one of its
predecessors) to manage all or part of the assets of the Fund, provided such appointee acknowledges in writing that it is a fiduciary (as defined in ERISA) with respect to its investment duties under the Plan.
1.50 KRAFT HEINZ COMPANY
STOCK
Kraft Heinz Company Stock (formerly stock of Kraft Foods
Group, Inc.) means the shares of common stock of The Kraft Heinz Company (formerly Kraft Foods Group, Inc.) that are held in Part O of the Fund (the Kraft Heinz Company Stock Investment Option) as a result of (i) the distribution of shares of
stock of Kraft Foods Group, Inc. to the stockholders of Mondelēz International, Inc. (formerly Kraft Foods Inc.), and (ii) the merger of Kraft Foods Group, Inc. and H. J. Heinz Company.
19
1.51 KRAFT HEINZ COMPANY
STOCK INDEPENDENT NAMED FIDUCIARY
Kraft Heinz Company Stock Independent Named Fiduciary means Fiduciary Counselors Inc. The duties of the Kraft Heinz Company Stock
Independent Named Fiduciary are described in Section 10.06 of the Plan. The Kraft Heinz Company Stock Independent Named Fiduciary may be removed or replaced solely by an amendment to the Plan adopted by the Administrator upon the direction of
the Monitoring Committee.
1.52 LEASED EMPLOYEE
Leased Employee means any person (other than an Employee of a Participating Company) who, pursuant to an agreement between the
Participating Company and any other person (leasing organization), has performed services for the Participating Company (or for the Participating Company and related persons determined in accordance with Section 414(n)(6) of the
Code) on a substantially full-time basis for a period of at least one year, and such services are performed under the primary direction or control of the Participating Company (or of the Participating Company and related persons determined in
accordance with Section 414(n)(6) of the Code).
1.53 LOAN OR
LOANS
Loan or Loans means the General Purpose Loans and Home
Purchase Loans that may be obtained by a Participant pursuant to ARTICLE IX of the Plan.
1.54 LOAN
ACCOUNT
Loan Account means the account maintained by the
Third-Party Recordkeeper to reflect the principal balance of any outstanding Loan or Loans extended to a Participant pursuant to ARTICLE IX of the Plan.
1.55 |
MANAGEMENT COMMITTEE |
(a) Management Committee means the Altria Group Management Committee for Employee
Benefits.
(b) Duties. The duties of the Management Committee are
described in Section 10.04 of the Plan.
(c) Membership. The
members of the Management Committee shall consist of the following positions:
(1) Vice President of Altria responsible for human resources (including
a Vice President who may be designated as Senior or Executive);;
(2) President of Philip Morris USA Inc.; and
(3) Director, Benefits Investments, Altria Client Services LLC.
20
1.56 |
MATCH-ELIGIBLE EMPLOYEE |
Match-Eligible Employee means any Employee who (1) is not eligible to participate in the Altria Retirement Plan even though he is
employed by a member of the Controlled Group that is a participating company in the Altria Retirement Plan, or (2) is not eligible to accrue further service under the Altria Retirement Plan used to calculate the amount of his or her
benefit under such plan as a result of an amendment to that plan, and shall include, but not be limited to, the following Employees:
(a) an Employee who is hired or rehired by Philip Morris USA Inc. on and after
January 1, 2007; or
(b) an Employee who is hired or rehired by any other
Participating Company (other than UST or John Middleton Co.) on or after January 1, 2008; or
(c) an employee of Philip Morris USA Inc. who is transferred on and after January 1,
2007 to a position in which he becomes an Employee employed by Philip Morris USA Inc. and who:
(1) was hired or rehired by Philip Morris USA Inc. on or after
January 1, 2007, and immediately prior to the date of his transfer was an employee employed by Philip Morris USA Inc. who was not eligible to participate in the Plan; or
(2) was a match eligible employee under the terms of the
Hourly Plan (or its predecessors); or
(3) was hired or rehired by
Philip Morris USA Inc. on or after January 1, 2007, and immediately prior to the date of his transfer, was an employee employed by Philip Morris USA Inc. who was a participant in the Hourly Plan.
(d) an employee who was employed by John Middleton Co. and who is transferred to a
Participating Company (other than John Middleton Co.) on or after January 1, 2009;
(e) an employee who was employed by UST and who is transferred to a Participating Company
(other than UST) from UST on or after January 6, 2009;
(f) an employee who was
employed by SMWE and who is transferred to a Participating Company (other than SMWE) from SMWE on or after January 6, 2009;
(g) effective January 1, 2010, an Employee employed by John Middleton Co.;
(h) effective January 1, 2010, an Employee employed by UST, other than an Employee
who was transferred from a Participating Company to UST on or after January 6, 2009, unless included as a Match-Eligible Employee under one of the foregoing paragraphs of this Section; and
(i) Effective January 1, 2010, a SMWE Employee.
21
Mondelēz Stock (formerly known as Kraft Stock) means the shares of the Class A common stock of Mondelēz International,
Inc. that are held in Part I of the Fund (the Mondelēz Stock Investment Option).
1.58 |
MONDELĒZ STOCK INDEPENDENT NAMED
FIDUCIARY |
Mondelēz Stock Independent
Named Fiduciary means Fiduciary Counselors Inc. The duties of the Mondelēz Stock Independent Named Fiduciary are described in Section 10.06 of the Plan. The Mondelēz Stock Independent Named Fiduciary may be removed or replaced solely
by an amendment to the Plan adopted by the Administrator upon the direction of the Monitoring Committee.
1.59 |
MONITORING COMMITTEE |
Monitoring Committee means the Director, Benefits Investment of the Company and Senior Manager, Retirement Plans of the Company. If a
reorganization of Altria and/or any other member of the Controlled Group results in a change in the title of one of the positions set forth above, the Secretary to the Investment Committee will identify the position of Altria or the Company that has
assumed the duties of the position that has been eliminated and that position will succeed to the duties of the member whose position was changed.
Named Fiduciary means a Fiduciary who is named in the Plan as a Named Fiduciary, and which Named Fiduciary shall be a named
fiduciary within the meaning of Section 402(a) of ERISA. Each Named Fiduciary shall have several (and not joint) authority to control and manage different aspects of the operation and administration of the Plan. A Named Fiduciary shall
not include a fiduciary acting in the sole capacity as an Investment Manager.
Non-Altria Stock means Mondelēz Stock, PMI Stock and/or Kraft Heinz Company Stock, as the context may require.
1.62 |
NON-ALTRIA STOCK INDEPENDENT NAMED
FIDUCIARY |
Non-Altria Stock Independent Named
Fiduciary means the Mondelēz Stock Independent Named Fiduciary, the PMI Stock Independent Named Fiduciary and/or the Kraft Heinz Company Stock Independent Named Fiduciary, as the context may require.
1.63 |
NON-ALTRIA STOCK INVESTMENT
OPTION |
Non-Altria Stock Investment Option
means the Mondelēz Stock Investment Option, the PMI Stock Investment Option and/or the Kraft Heinz Company Stock Investment Option, as the context may require.
22
1.64 |
OPERATING COMPANY CONTRIBUTION
|
Operating Company Contribution shall have the meaning set forth in ARTICLE II of the Plan as in effect on
December 31, 2009. Effective for Plan Years beginning in 2010, no further Operating Company Contributions will be made to the Fund.
(a) Participant means:
(1) an Employee who is eligible for an allocation of the Contribution
pursuant to Section 2.02(a) of the Plan and ARTICLE III of the Plan pursuant to subsection (b)(1) of this Section 1.65 of the Plan;
(2) a Match-Eligible Employee who is not a SMWE Employee and who is
eligible for an allocation of the Contribution pursuant to Section 2.02(a) of the Plan and a Supplemental Company Contribution pursuant to Section 2.06 of the Plan and ARTICLE III of the Plan pursuant to subsection (b)(2) of this
Section 1.65 of the Plan; and
(3) an Employee who has made
Participant contributions pursuant to ARTICLE IV of the Plan.
(b) Eligibility
for Contribution (and Supplemental Company Contribution in the case of a Match-Eligible Employee).
(1) An Employee (other than a Match-Eligible Employee) shall be eligible
to become a Participant with respect to the Contribution pursuant to Section 2.02 of the Plan and Article III of the Plan, provided that he is:
(A) a Full-Time Employee who has completed 24 months of Accredited
Service as of December 31 of the Plan Year for which the Contribution is made; or
(B) a Part-Time Employee who has completed two years of Accredited
Service and has reached the second anniversary date of either the date of his employment or reemployment as of December 31 of the Plan Year for which the Contribution is made.
(2) A Match-Eligible Employee who is not a SMWE Employee shall be
eligible to become a Participant with respect to the Contribution pursuant to Section 2.02(a)(1) and ARTICLE III of the Plan and the Supplemental Company Contribution pursuant to Section 2.06 of the Plan, if he is:
(A) a Full-Time Employee who has completed 12 months of Accredited
Service as of December 31 of the Plan Year for which the Contribution and Supplemental Company Contribution are made; or
(B) a Part-Time Employee who has completed one year of Accredited
Service as of December 31 of the Plan Year for which the Contribution and Supplemental Company Contribution are made.
23
(3) A SMWE Employee shall
not be eligible to become a Participant with respect to the Contribution.
(c) Eligibility to Make Personal Contributions. An Employee shall be eligible to
become a Participant for purposes of making Salary Reduction Contributions, Catch-Up Contributions and After-Tax Contributions pursuant to ARTICLE IV of the Plan if he is a Full-Time Employee or a Part-Time Employee who has elected to make Salary
Reduction Contributions, Catch-Up Contributions or After-Tax Contributions (or is treated as having elected to make Salary Reduction Contributions) pursuant to ARTICLE IV of the Plan.
(d) Eligibility for Company Match Contributions.
(1) A Match-Eligible Employee who is not a SMWE Employee shall be eligible
to become a Participant with respect to the Company Match Contribution pursuant to Section 2.03 of the Plan if he is a Full-Time Employee or a Part-Time Employee who has completed 90 days of Accredited Service (irrespective of the number of
Hours of Service completed during such 90-day period); provided, however, that no Match-Eligible Employee shall be eligible to become a Participant with respect to the Contribution pursuant to Section 2.02 of the Plan, the Supplemental Company
Contribution pursuant to Section 2.06 of the Plan and the Company Match Contribution pursuant to Section 2.03 of the Plan if he is accruing a benefit under the Altria Retirement Plan with respect to the same period of Accredited Service.
(2) A Match-Eligible Employee who is a SMWE Employee shall be
eligible to become a Participant with respect to the Company Match Contribution pursuant to Section 2.04 of the Plan on the date that is the first anniversary of the SMWE Employees date of employment (irrespective of the number of Hours
of Service completed during such one-year period).
(e) Cessation of
Participation. Every Employee shall cease to be a Participant for purposes of ARTICLE II, ARTICLE III and ARTICLE IV of the Plan whenever he ceases to be an Employee; provided, however, that a Participant who:
(1) transfers to a job position whereby he becomes an employee of a member
of the Controlled Group which is not a Participating Company;
(2) retires from the employ of a Participating Company on or after
attaining age 55 and is eligible for an early, full or deferred retirement benefit under a retirement plan of a Participating Company, or in the case of a Match-Eligible Employee, he has attained age 55 and completed of five years of service on or
before the date he ceased to be an Employee;
(3) severs his
employment with a Participating Company on or after the date that the Employee is eligible to retire on an early, full or deferred retirement benefit under a retirement plan of a Participating Company, or in the case of a Match-Eligible Employee, he
severs his employment with a Participating Company on or after the date that the Employee attains age 55 and completes five years of service;
24
(4) qualifies for a
disability allowance under the Long-Term Disability Plan for Salaried Employees for which he is unable to perform employees own occupation (as defined in the Long-Term Disability Plan for Salaried Employees);
(5) dies while an Employee of a Participating Company; or
(6) (A) severs his
employment with a Participating Company,
(B) is eligible to receive
a severance pay allowance pursuant to ARTICLE II, A(1) of the Severance Pay Plan for Salaried Employees, and
(C) is eligible to retire on an early, full or deferred retirement
benefit under a retirement plan of a Participating Company prior to the last severance pay allowance due the former Employee pursuant to ARTICLE II, A(4) of the Severance Pay Plan for Salaried Employees, or in the case of a Match-Eligible
Employee he will attain age 55 and complete of five years of service prior to the last severance pay allowance due the former Employee pursuant to ARTICLE II, A(4) of the Altria Severance Pay Plan.
shall in each case be deemed to be a Participant on the last Business Day of the year in which he so transfers, retires, qualifies for a disability
allowance under the Long-Term Disability Plan for Salaried Employees, dies or separates from service for purposes of ARTICLE II and ARTICLE III of the Plan, provided, that, in the case of a transfer described in Section 1.65(e)(1) of the Plan,
the Participant is employed by a member of the Controlled Group on the last Business Day of the year in which he so transfers.
1.66 |
PARTICIPATING COMPANY |
Participating Company means the Company and any other corporation which is a member of the Controlled Group and which, with the approval
of the Administrator, determines to participate in the Plan and executes such instruments of participation as the Administrator deems necessary. A list of the Participating Companies is set forth in Exhibit A of the Plan, as such Exhibit may be
amended from time to time. Except as may otherwise be determined by the Administrator, a Participating Company shall cease to be such when it ceases to be a member of the Controlled Group.
PAYSOP means the Philip Morris Employee Stock Ownership Plan, as amended and in effect immediately prior to its termination and the
merger of its assets and liabilities with the assets and liabilities of the Plan.
1.68 |
PAYSOP ROLLOVER ACCOUNT |
Paysop Rollover Account means the account maintained by the Third-Party Recordkeeper reflecting the Participants or Inactive
Participants (or Beneficiarys or Alternate Payees) share of the Fund resulting from the transfer of his account, if any, under the PAYSOP to the Profit-Sharing Fund.
25
1.69 PERSONAL AFTER-TAX
ACCOUNT
Personal After-Tax Account means the account maintained
by the Third-Party Recordkeeper reflecting a Participants or Inactive Participants (or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of After-Tax Contributions to the Profit-Sharing Fund
pursuant to Section 4.03 of the Plan.
1.70 PERSONAL AFTER-TAX
ROLLOVER ACCOUNT
Personal After-Tax Rollover
Account means the account maintained by the Third-Party Recordkeeper reflecting a Participants or Inactive Participants (or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of one or more
After-Tax Rollover Contributions to the Profit-Sharing Fund pursuant to Section 4.06 of the Plan.
1.71 PERSONAL BEFORE-TAX
ACCOUNT
Personal Before-Tax Account means the account maintained
by the Third-Party Recordkeeper reflecting a Participants or Inactive Participants (or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of Salary Reduction Contributions to the Profit-Sharing Fund
pursuant to Section 4.01 of the Plan.
1.72 PERSONAL BEFORE-TAX
CATCH-UP ACCOUNT
Personal
Before-Tax Catch-Up Account means the account maintained by the Third-Party Recordkeeper reflecting a Participants or Inactive Participants (or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of
Catch-Up Contributions to the Profit-Sharing Fund pursuant to Section 4.02 of the Plan.
1.73 PLAN
Plan means the Deferred Profit-Sharing Plan for Salaried Employees, effective as of January 1, 1956, and as amended from time to
time.
1.74 PLAN YEAR
Plan Year means a calendar year.
1.75 PMI STOCK
PMI Stock means the shares of the common stock of Philip Morris International Inc., a Virginia corporation, that are held in Part K of
the Fund (the PMI Stock Investment Option).
1.76 PMI STOCK INDEPENDENT NAMED
FIDUCIARY
PMI Stock Independent Named Fiduciary means Fiduciary
Counselors Inc. The duties of the PMI Stock Independent Named Fiduciary are described in Section 10.06 of the Plan. The PMI Stock Independent Named Fiduciary may be removed or replaced solely by an amendment to the Plan adopted by the
Administrator upon the direction of the Monitoring Committee.
26
1.77 PROFIT-SHARING
FUND
Profit-Sharing Fund shall mean the Parts of the Fund
described in Section 8.02 of the Plan, except the Subpart of Part D of the Fund which is designated the ESOP Fund. For purposes of the Plan, any contributions made to the trust fund under the UST Savings Plan and any earnings on such
contributions that have been merged into the Plan shall be treated as made to the Profit-Sharing Fund.
1.78 QUALIFIED DOMESTIC RELATIONS
ORDER
(a) Qualified Domestic Relations Order means any judgment, decree or order (including
approval of a property settlement agreement) pursuant to a State domestic relations law (including a community property law) which:
(1) relates to the provision of child support, alimony payments or
marital property rights to an Alternate Payee;
(2) creates or
recognizes the existence of an Alternate Payees right to, or assigns to an Alternate Payee the right to, receive all or a portion of the Accounts of a Participant or Inactive Participant under the Plan; and
(3) specifies:
(A) the names and last known mailing addresses of the Participant or
Inactive Participant and each Alternate Payee;
(B) the portion of
the Participants or Inactive Participants Accounts to be distributed to each Alternate Payee, or the manner in which such portion is to be determined;
(C) the period and frequency with which distribution of the Accounts is
to be made; and
(D) each plan qualified under Section 401(a)
of the Code maintained by the Controlled Group to which it applies.
Notwithstanding the preceding provisions of this Section 1.78(a), a
domestic relations order can qualify as a Qualified Domestic Relations Order even if issued after the Participants death, divorce or date distribution has begun to be made, or after a previously issued Qualified Domestic Relations Order.
(b) Disallowed Provisions. A Qualified Domestic Relations Order may not require:
(1) distribution of the Participants or Inactive
Participants Accounts to be made under the Plan in a form not authorized by ARTICLE VI of the Plan;
(2) distribution to be made to the Alternate Payee in an amount which is
greater than the Current Value of the Participants or Inactive Participants Accounts and Loan Account; and
27
(3) distribution to be made
to an Alternate Payee which is required to be made to another Alternate Payee pursuant to another judgment, decree or order previously determined to be a Qualified Domestic Relations Order.
(c) Value of Participants Accounts. For the purpose of determining the value
of a Participants or Inactive Participants Accounts, the Qualified Domestic Relations Order may include the value of a Participants or Inactive Participants Loan Account, but may not provide for the assignment of all or any
portion of a Loan Account to an Alternate Payee.
1.79 QUALIFIED NONELECTIVE
CONTRIBUTIONS
Qualified Nonelective Contributions mean
contributions (other than the Contribution, a Supplemental Company Contribution and Company Match Contributions) made by a Participating Company and allocated to Participants accounts that:
(a) the Participants may not elect to receive in cash until distributed from the Plan;
(b) that are nonforfeitable when made to the Plan; and
(c) that are distributable only in accordance with the distribution provisions applicable
to Salary Reduction Contributions (except that no withdrawals may be made on account of hardship).
1.80 REAL-TIME TRADE OR REAL-TIME
TRADING
Real-Time Trade or Real-Time Trading means the exclusive
method by which a Participant, Inactive Participant, Beneficiary or Alternate Payee performs an Exchange into or out of Part D of the Fund and out of Part I, Part K and/or Part O of the Fund. A Real-Time Trade shall be performed in accordance with
such rules as may be prescribed from time to time by the Trustee of Part D, Part I, Part K and Part O of the Fund or Third-Party Recordkeeper.
1.81 REBALANCE OR REBALANCING
Rebalance or Rebalancing means a method by which a Participant, Inactive Participant, Beneficiary or Alternate Payee sells an
interest in one or more Parts of the Fund (other than Part D, Part I, Part K and Part O) and invests the proceeds in one or more Parts of the Fund (other than Part D, Part I, Part K and Part O). With a Rebalancing, a Participant, Inactive
Participant, Beneficiary or Alternate Payee reallocates his existing investments in the Parts of the Fund (other than Part D, Part I, Part K and Part O) among the same or other Parts of the Fund (other than Part D, Part I, Part K and Part O). A
Participant, Inactive Participant, Beneficiary or Alternate Payee may Rebalance his existing investments with respect to any one of his Accounts, or as to all of his Accounts. A Rebalancing must be expressed as a percentage (in 1% increments) of the
Parts of the Fund in which the Participants, Inactive Participants, Beneficiarys or Alternate Payees Account (or Accounts) are to be invested.
1.82 RECORD DATE
Record Date means the date on which the shareholders of Altria Stock entitled to receive a dividend that has been declared by the Board
is ascertained.
28
1.83 REQUIRED BENEFIT COMMENCEMENT
DATE
Required Benefit Commencement Date means:
(a) in the case of an Employee or former Employee who attains the age of 70 1⁄2) years on or after January 1, 1999, April 1 of the calendar year next succeeding the later of (A) the calendar year in which the Employee
or former Employee attains the age of 70 1⁄2 years, or (B) the calendar year in which the Employee retires; and
(b) in the case of a Spouse of a deceased Inactive Participant who died prior to his
Required Benefit Commencement Date, the later of:
(1) the end of the
calendar year immediately following the calendar year in which the Inactive Participant died; and
(2) the end of the calendar year in which the deceased Inactive
Participant would have attained the age of 70 1⁄2 years.
1.84 ROLLOVER ACCOUNT
Rollover Account means the account maintained by the Third-Party Recordkeeper reflecting a Participants, Inactive
Participants (or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of an Eligible Rollover Contribution to the Profit-Sharing Fund by a Participant pursuant to Section 4.06 of the Plan.
1.85 ROTH ACCOUNT
Roth Account means the account maintained by the Third-Party Recordkeeper reflecting a Participants, Inactive Participants,
(or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of Roth contributions to the UST Savings Plan pursuant to section 3.3 of the UST Savings Plan.
1.86 ROTH CATCH-UP
ACCOUNT
Roth Catch-Up Account means the account maintained by
the Third-Party Recordkeeper reflecting a Participants, Inactive Participants, (or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of Roth Catch-Up contributions to the UST Savings Plan pursuant
to section 3.7 of the UST Savings Plan.
1.87 SALARY REDUCTION
CONTRIBUTION
Salary Reduction Contribution means a contribution
by a Participating Company to the Profit-Sharing Fund on behalf of a Participant who has elected to reduce his Compensation (or to forego an increase in his Compensation) and which is subject to a cash or deferred election (as defined in Treasury
Regulation Section 1.401(k)-1(a)(3)) pursuant to the Cash or Deferred Arrangement set forth in Section 4.01 of the Plan.
29
1.88 SERVICE IN THE
UNIFORMED SERVICES OF THE UNITED STATES
Service in the Uniformed Services of the United States means service in the uniformed services (as defined in chapter 43 of Title 38,
United States Code) by any Employee who is entitled to reemployment rights under chapter 43, Title 38 of the United States Code with respect to such service.
1.89 SMWE
SMWE means:
(a) Ste. Michelle Wine Estates Ltd. (including the former Conn Creek Winery, Ltd.); and
(b) Stags Leap Wine Cellars LLC.
1.90 SMWE EMPLOYEE
SMWE Employee means an Employee who is employed by SMWE as a non-agricultural employee, except that a SMWE Employee shall not include
any employee who is classified by his Participating Company as:
(a) A field
coordinator,
(b) An agricultural worker,
(c) An intern,
(d) part of a cooperative student arrangement, or
(e) on a leave of absence from a Participating Company from which the SMWE Employee is
not expected to return (for example, employees on severance leave).
1.91 SPOUSE
Spouse means the individuals described in subsections (a), (b) and (c) of this Section 1.91 of the Plan:
(a) With respect to a Participant or Inactive Participant who is not deceased, the spouse
of such Participant or Inactive Participant from a marriage that was validly entered into in a domestic or foreign jurisdiction having the legal authority to sanction marriages.
(b) With respect to a deceased Participant or deceased Inactive Participant, the widow or
widower of such deceased Participant or deceased Inactive Participant from a marriage that was validly entered into in a domestic or foreign jurisdiction having the legal authority to sanction marriages; provided that such widow or widower was
married to such deceased Participant or deceased Inactive Participant on the date of his death.
(c) A former Spouse shall be deemed to be the Spouse of a Participant, Inactive
Participant, deceased Participant, or deceased Inactive Participant to the extent provided in a Qualified Domestic Relations Order.
30
1.92 |
SUPPLEMENTAL COMPANY CONTRIBUTION
|
Supplemental Company Contribution shall have the meaning set forth in Section 2.06 of the Plan.
1.93 |
SUPPLEMENTAL COMPANY CONTRIBUTION
ACCOUNT |
Supplemental Company Contribution
Account means the account maintained by the Third-Party Recordkeeper reflecting the Participants or Inactive Participants (or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of Supplemental
Company Contributions to the Profit-Sharing Fund pursuant to Section 2.06 of the Plan.
1.94 |
TARGET ADJUSTED EARNINGS PER SHARE GROWTH
RATE |
Target Adjusted Earnings Per Share Growth Rate
means, the forecasted percentage growth rate, expressed as a range, in adjusted diluted earnings per share of Altria Stock for Altrias fiscal year coinciding with the Plan Year for which the Contribution is calculated pursuant to
Section 2.02 from the adjusted diluted earnings per share of Altria Stock for the immediately preceding fiscal year, as established by Altria in its sole discretion. The definition of Target Adjusted Earnings Per Share Growth Rate refers to the
original announcement by Altria planned for late January of each year, without giving effect to any subsequent adjustments or revisions, other than those the sole purpose of which is to correct any errors included in the original announcement or
change the methodology for the calculation of adjusted diluted earnings per share attributable to Altria.
1.95 |
THIRD-PARTY RECORDKEEPER |
Third-Party Recordkeeper means Fidelity Employer Services Company (or any successor thereto), retained to provide ministerial
recordkeeping and administrative functions under the Plan as documented in a separate Administrative Services Agreement dated July 1, 2002, as the same may be amended from time to time.
Trust Agreement means one of the trust agreements entered into by the Investment Committee (or a predecessor Investment Committee) and a
Trustee with respect to all or a portion of the assets of the Plan.
Trustee means a trustee under one of the Trust Agreements.
UST means UST LLC and its subsidiaries other than SMWE.
1.99 |
UST PRE-2010 MATCH ACCOUNT
|
UST Pre-2010 Match Account means the Account maintained by the Third-Party Recordkeeper reflecting a
Participants, Inactive Participants, (or Beneficiarys or Alternate
31
Payees) share of the Fund resulting from the making of matching contributions to the UST Savings Plan
pursuant to Section 3.05 of the UST Savings Plan.
UST Savings Plan means the UST Employees Savings Plan, as amended and in effect immediately prior to the merger of its assets and
liabilities with and into the assets and liabilities of the Plan, effective December 30, 2009.
Valuation Date means, subject to Section 5.02 of the Plan, the end of each Business Day or such other time or times as may be
determined.
The masculine pronoun shall include the feminine pronoun unless the context clearly requires otherwise.
32
ARTICLE II
COMPANY CONTRIBUTIONS
Altria shall make the Contribution available for the purposes of the Plan after the end of each Plan Year.
2.02 |
AMOUNT OF THE CONTRIBUTION
|
(a) Formula. Subject to the provisions of Sections
2.05, 2.07, 2.08 and 2.10 of the Plan, the Contribution for any Plan Year beginning with the 2012 Plan Year shall be as follows:
(1) If the Actual Adjusted Earnings Per Share Growth Rate for the Plan
Year is within the range of the Target Adjusted Earnings Per Share Growth Rate, then the Contribution for such year, expressed as a percentage of each eligible Participants Compensation, shall be 10%;
(2) If the Actual Adjusted Earnings Per Share Growth Rate for a Plan Year
is less than the low end of the range of the Target Adjusted Earnings Per Share Growth Rate for that Plan Year, then the Contribution for such year, expressed as a percentage of each eligible Participants Compensation, shall be 8%, provided,
however, that if unusual circumstances cause the Actual Adjusted Earnings Per Share Growth Rate for a Plan Year to be less than the low end of the range of the Target Adjusted Earnings Per Share Growth, the Committee has the discretion to consider
other financial performance metrics of the Company, including, but not limited to, the Actual Dividend Per Share Growth Rate as it may determine to approve a Contribution equal to the Contribution provided in Section 2.02(a)(1).
(3) If the Actual Adjusted Earnings Per Share Growth Rate is more than
the high end of the range of the Target Adjusted Earnings Per Share Growth Rate for that Plan Year, then the Contribution for such Plan Year, expressed as a percentage of each eligible Participants Compensation, shall be 12%.
(b) Rounding.
(1) As the Target Adjusted Earnings Per Share Growth Rate is expressed in
whole percentages, then:
(A) If the dollar amount of the Actual
Adjusted Earnings Per Share is not less than the lowest dollar amount in the range of dollar amounts of the Target Adjusted Earnings Per Share, then the Contribution for such year shall be 10%; and
(B) If the dollar amount of the Actual Adjusted Earnings Per Share is
greater than the highest dollar amount in the range of dollar amounts of the Target Adjusted Earnings Per Share, then the Contribution for such year shall be 12%.
33
(c) Exclusions. SMWE Employees are
not eligible for the Contribution made pursuant to Sections 2.01 and 2.02 of the Plan.
2.03 |
COMPANY MATCH CONTRIBUTIONS FOR MATCH-ELIGIBLE
EMPLOYEES WHO ARE NOT SMWE |
(a) In General. A Participating Company shall make a Company Match Contribution to
the Profit-Sharing Fund on behalf of a Match-Eligible Employee who is not a SMWE Employee beginning with the first payroll period that is administratively practicable after the date that the Match-Eligible Employee has completed ninety
(90) days of Accredited Service with his Participating Company (irrespective of the number of Hours of Service completed by the Match-Eligible Employee during such 90-day period), provided he has made Salary Reduction Contributions, After-Tax
Contributions, or a combination of Salary Reduction Contributions and After-Tax Contributions for such payroll period.
(b) Amount of Company Match Contributions. Company Match Contributions on behalf
of each such Match-Eligible Employee who is not a SMWE Employee shall be made in an amount equal to 100% of each such Match-Eligible Employees Salary Reduction Contributions and After-Tax Contributions made for a payroll period, provided,
however, that a Participating Company shall not make Company Match Contributions with respect to Salary Reduction Contributions, After-Tax Contributions, or a combination of Salary Reduction Contributions and After-Tax Contributions in excess of
three percent of such Match-Eligible Employees Compensation made for any payroll period. For the avoidance of doubt, Company Match Contributions shall not be made with respect to amounts that are contributed to the Plan as Catch-Up
Contributions.
2.04 |
COMPANY MATCH CONTRIBUTIONS FOR SMWE
EMPLOYEES |
(a) In General. The Participating Company of a SMWE Employee shall make a Company
Match Contribution to the Profit-Sharing Fund on behalf of the SMWE Employee beginning with the first payroll period that is administratively practicable after the date that the SMWE Employee becomes eligible for a Company Match Contribution
pursuant to Section 1.65(d)(2), provided he has made Salary Reduction Contributions, After-Tax Contributions, or a combination of Salary Reduction Contributions and After-Tax Contributions with respect to such payroll period.
(b) Amount of Company Match Contributions. Company Match Contributions on behalf
of each such SMWE Employee shall be made in an amount equal to 50% of each such SMWE Employees Salary Reduction Contributions and After-Tax Contributions made for a payroll period, provided, however, that a Participating Company shall not
match Salary Reduction Contributions, After-Tax Contributions, or a combination of Salary Reduction Contributions and After-Tax Contributions in excess of six percent of such SMWE Employees Compensation made for any payroll period. Thus, the
maximum Company Match Contributions on behalf of a SMWE Employee shall be three percent of such SMWE Employees Compensation. For the avoidance of doubt, Company Match Contributions shall not be made with respect to amounts that are contributed
to the Plan as Catch-Up Contributions.
34
2.05 |
FORFEITURE OF COMPANY MATCH
CONTRIBUTIONS |
Notwithstanding any provision in
the Plan to the contrary, Company Match Contributions which related to Salary Reduction Contributions distributed as excess deferrals or excess contributions shall be forfeited as of the last Valuation Date of the Plan Year to which the excess
deferrals or excess contributions relate. Such forfeitures shall be used to reduce the Contribution, Company Match Contributions or Supplemental Company Contributions.
2.06 |
SUPPLEMENTAL COMPANY CONTRIBUTION FOR MATCH-ELIGIBLE
EMPLOYEES WHO ARE NOT |
SMWE EMPLOYEES
Altria shall make a Supplemental Company Contribution each Plan Year on behalf of each Match-Eligible Employee who (i) is not a
SMWE Employee and (ii) has satisfied the waiting period specified in Section 1.65(d)(1) of the Plan, in an amount equal to five percent of each such eligible Match-Eligible Employees Compensation. The Supplemental Company
Contribution shall be in addition to any Contribution made pursuant to Section 2.02.
2.07 |
LIMITS ON AMOUNT OF CONTRIBUTION AND
SUPPLEMENTAL COMPANY CONTRIBUTION TO THE |
PLAN AND THE CONTRIBUTION TO THE HOURLY
PLAN.
(a) The sum of the amount of the Contribution pursuant
to Section 2.02(a) of the Plan and the amount of the Supplemental Company Contribution pursuant to Section 2.06 of the Plan shall not exceed three percent of Consolidated Earnings times a fraction, the numerator of which is the aggregate
Compensation of eligible Participants among whom the Contribution is to be allocated and the denominator of which is the sum of the numerator herein plus the aggregate compensation (as defined in the Hourly Plan) of eligible participants (as defined
in the Hourly Plan) among whom the contribution (as defined in the Hourly Plan) is to be allocated.
(b) If the sum of the amount of the Contribution pursuant to Section 2.02(a) of the
Plan and the amount of the Supplemental Company Contribution pursuant to Section 2.06 of the Plan exceeds the limitation of Section (a) of this Section 2.07, the Plans allocable share of three percent of Consolidated Earnings
shall be allocated, as follows:
(1) the amount of the Supplemental
Company Contribution pursuant to Section 2.06 of the Plan shall first be allocated among each Match-Eligible Employee who is not a SMWE Employee and who is eligible for the Supplemental Company Contribution for the calendar year so that each
such Match-Eligible Employee receives a Supplemental Company Contribution equal to the same percentage of Compensation as each other Match-Eligible Employee who is eligible for the Supplemental Company Contribution; and
(2) any amount of the Plans allocable share of three percent of
Consolidated Earnings remaining after the allocation pursuant to subsection (1) shall be allocated pursuant to Section 3.01(a) of the Plan among those Participants who are eligible for the Contribution pursuant to Section 2.02(a), so
that each such Participant receives a Contribution expressed as a percentage of Compensation equal to the same percentage of Compensation as each other Participant who is eligible for the Contribution.
35
2.08 |
ANNUAL ADDITION LIMITATION |
The amount of any Contribution, Supplemental Company Contribution and Company Match Contributions for a Plan Year shall be reduced by
the amount by which an allocation of such Contribution, Supplemental Company Contribution, or Company Match Contributions to any Participant would exceed the limitations described in ARTICLE XVII of the Plan.
2.09 |
TIMING OF CONTRIBUTIONS |
Subject to the provisions of Section 13.09(d), the Contribution, Supplemental Company Contribution and any Company Match
Contributions shall be contributed to the Profit-Sharing Fund by Altria prior to the time prescribed by law for filing the Federal income tax return of Altria, including any extension thereof.
2.10 |
DEDUCTIBILITY OF CONTRIBUTIONS
|
(a) Reduction of Contributions. Each
Contribution, Company Match Contribution and Supplemental Company Contribution for each Plan Year shall be reduced to the extent that they are not deductible by a Participating Company pursuant to Sections 404(j) and 404(l) of
the Code unless the Chief Financial Officer of Altria otherwise determines that all or a portion of a Contribution, Company Match Contribution and Supplemental Company Contribution is not conditioned upon its deductibility pursuant to the procedure
provided in Section 2.10(b) of the Plan. In the event that an additional Contribution, Company Match Contribution, and Supplemental Company Contribution is required to be made pursuant to Section 13.09(d) of the Plan and such contribution
or contributions are not deductible, in whole or in part, under Section 404 of the Code, then the Contribution, Company Match Contribution or Supplemental Company Contribution shall be reduced so that the sum of the Contribution, Company Match
Contribution, Supplemental Company Contribution, and the additional contribution under Section 13.09(d) of the Plan are deductible under Section 404 of the Code.
(b) Exceptions. Each contribution made by a Participating Company shall be
conditioned upon its deductibility under Section 404 of the Code, unless:
(1) prior to the due date (including extensions) for the Federal income
tax return of Altria for any year, the Chief Financial Officer of Altria (or his delegate) determines in writing that all or a portion of the contributions for the Plan Year are not conditioned on the deductibility of the contributions for that Plan
Year; and
(2) either such Chief Financial Officer (or his delegate)
determines in writing by such tax return due date that such contributions, in combination with contributions to any other plan qualified under Section 401(a) of the Code by any other member of the Controlled Group for such Plan Year, will not
result in the imposition of excise tax under Section 4972 of the Code or one or more members of the Controlled Group pays any such excise tax.
(c) Deduction Disallowed. To the extent that the deduction of a contribution made
by a Participating Company and conditioned upon deductibility is disallowed, the nondeductible amount shall be returned to the affected Participating Company within one (1) year after the deduction is disallowed.
36
2.11 |
MISTAKEN OR SURPLUS CONTRIBUTION
|
(a) Mistake of Fact. A Participating Company may
recover without interest the amount of its contributions to the Plan made on account of a mistake of fact, reduced by any investment loss attributable to those contributions, if recovery is made within one year after the date of the contribution.
(b) Other Contributions. Any contributions (and associated earnings, if
applicable) made to the Plan in error (e.g. contributions for an ineligible employee) by the Participating Companies which are not recovered pursuant to paragraph (a) of this Section 2.11, shall be placed in a suspense account and used to
reduce the Contribution, Company-Match Contributions, Supplemental Company Contributions or for such other permissible uses (e.g. payment of Plan administrative expenses) as determined in the sole discretion of the Administrator no later than by the
end of the calendar year following the calendar year of contribution.
2.12 |
QUALIFIED NONELECTIVE CONTRIBUTIONS
|
The Company may elect to make Qualified Nonelective Contributions to the Profit-Sharing Fund on behalf of
Employees. In addition, if the Plan is using the current year testing method, in lieu of distributing excess Salary Reduction Contributions as provided in Section 4.01(h) of the Plan, or excess Company Match Contributions as provided in
Section 4.03(e) of the Plan, the Participating Companies may make Qualified Nonelective Contributions on behalf of Participants that are sufficient to satisfy the actual deferral percentage test and the actual contribution percentage test.
Qualified Nonelective Contributions will be allocated either to all Participants or only to Participants who are not Highly Compensated Employees, in the ratio that each such Participants Compensation for the Plan Year bears to the total
Compensation of all such Participants for such Plan Year.
37
ARTICLE III
ALLOCATION OF COMPANY CONTRIBUTION AND SUPPLEMENTAL COMPANY
CONTRIBUTION
3.01 |
METHOD OF ALLOCATION OF
CONTRIBUTION |
(a) Allocation among Participants. The Contribution for a Plan Year determined
under Section 2.02 of the Plan shall be allocated, promptly after the amount thereof has been determined, among those who were (or deemed to be) eligible Participants on the last Business Day of such year; provided that if the Contribution for
a Plan Year is limited pursuant to Section 2.07 of the Plan, the Contribution, if any, shall be allocated, promptly after the amount thereof has been determined, pursuant to the provisions of Section 2.07(b)(2) of the Plan.
(b) No Allocation of Contribution to SMWE Employees. In no event shall a SMWE
Employee share in any allocation of the Contribution.
3.02 |
METHOD OF ALLOCATION OF SUPPLEMENTAL COMPANY
CONTRIBUTION |
The Supplemental Company Contribution for a Plan
Year determined under Section 2.06 of the Plan shall be allocated, promptly after the amount thereof has been determined, among those who were (or deemed to be) eligible Match-Eligible Employees who are not SMWE Employees on the last Business
Day of such year; provided that if the Supplemental Company Contribution for a Plan Year is limited pursuant to Section 2.07 of the Plan it shall be allocated, promptly after the amount thereof has been determined, pursuant to the provisions of
Section 2.07(b)(1) of the Plan.
38
ARTICLE IV
PARTICIPANT CONTRIBUTIONS
4.01
SALARY REDUCTION CONTRIBUTIONS
(a) In General. Each Employee may elect to make Salary Reduction Contributions to
the Profit-Sharing Fund.
(b) Automatic Enrollment.
(1) An Employee shall be automatically enrolled to make Salary Reduction
Contributions to the Profit-Sharing Fund of three percent (3%) of his Compensation beginning with the first payroll period that is administratively practicable after the Employee has completed 90 days of Accredited Service (irrespective of the
number of Hours of Service completed by the Employee during such 90-day period) after he or she is hired or re-hired as an Employee by a Participating Company, transferred to a Participating Company, or who becomes an Employee by transfer or hire to
an eligible class (e.g. interns) or by amendment of the Plan, this automatic enrollment feature to become effective on or after the following dates:
(A) January 1, 2007 for each Employee (other than an Employee of
UST or John Middleton Co., or a SMWE Employee);
(B)
January 1, 2010 for each Employee of UST and John Middleton Co. and each SMWE Employee (other than an SMWE Employee paid on an hourly rate);
(C) January 1, 2012 for each SMWE Employee paid on an hourly rate.
(2) An Employee automatically enrolled to make Salary Reduction
Contributions under this Section 4.01(b) of the Plan may affirmatively elect at any time not to make Salary Reduction Contributions, to make Salary Reduction Contributions equal to a different percentage of his Compensation or to make After-Tax
Contributions.
(c) Automatic Increase. Each Participant may elect for
his Salary Reduction Contributions to increase by one percent (1%) or two percent (2%) of his Compensation on an annual basis, beginning on or as soon as practicable after a date elected by the Participant. A Participant who makes this
election may change his election at any time.
(d) Limitation on
Salary Reduction Contributions.
(1) Statutory
Limit. The total amount of Salary Reduction Contributions on behalf of any Participant for any Plan Year shall not exceed 35% of a Participants Compensation for any payroll period. In no event shall the aggregate amount of Elective
Contributions for a Participants taxable year exceed the applicable dollar amount as defined in Section 402(g)(1)(B) of the Code in effect for such taxable year (as adjusted for cost-of-living increases for taxable years beginning after
December 31, 2006 in accordance with Section 402(g)(4) of the Code).
39
(2) ADP Limit.
Salary Reduction Contributions may be made by any Highly Compensated Employee only to the extent they are within the maximum contribution limits specified in this Section of the Plan.
(e) Excess Deferrals. If Salary Reduction Contributions, together with
Elective Contributions to a Cash or Deferred Arrangement described in Section 1.15(b) of the Plan, made by the Participating Company or any other member of the Controlled Group on behalf of the Participant exceed the applicable dollar amount as
defined in Section 402(g)(1)(B) of the Code (as so adjusted) for the Participants taxable year, the amount of such excess (including allocable earnings) shall be distributed to the affected Participant on or before April 15 of the
calendar year following the close of the Plan Year for which the excess Salary Reduction Contributions were made. Income or loss allocable to the period between the end of the Participants taxable year and the date of distribution (the
gap period) shall be disregarded in determining income or loss on distributions of excess deferrals occurring in taxable years beginning after 2007.
(f) Compensation To Be Deferred. Salary Reduction Contributions with
respect to any Plan Year may only be made with respect to Compensation within the meaning of Section 415(c)(3) of the Code which has not been received by the Participant nor otherwise currently available to the Participant and may be made
solely by means of periodic payroll deductions.
(g) Timing of
Deposits. Salary Reduction Contributions deducted by a Participating Company shall be paid to the Trustee for deposit in the Profit-Sharing Fund as soon as administratively practicable, but in no event later than the 15th Business Day of the month following the month in which the Participant would otherwise have received the Compensation in cash.
(h) ADP Testing. Salary Reduction Contributions on behalf of any Highly
Compensated Employee shall not be in an amount which causes the Plan to fail to satisfy the provisions of Section 401(k)(3) of the Code and Treasury Regulation Section 1.401(k)-2 (and subsequent Internal Revenue Service guidance issued
thereunder), using the prior year testing method as currently set forth in Notice 98-1 (or any superseding Internal Revenue Service guidance). Effective for Plan Years beginning on and after January 1, 2011, the Plan shall use the current year
testing method as described in Treasury Regulation Section 1.401(k)-2. At the Administrators discretion, Qualified Nonelective Contributions may be allocated to a Participants Account in accordance with Treasury Regulation
Section 1.401(k)-2(b)(6) to satisfy the requirements of Section 401(k)(3) of the Code.
4.02
CATCH-UP CONTRIBUTIONS
(a)
Catch-Up Eligible Employee. Catch-Up Contributions may be made by any Employee who:
(1) will have attained age 50 by December 31st of the Plan Year for which such Catch-Up Contributions are made; and
(2) with respect to whom no other elective deferrals (as defined in
Section 414(v)(2)(C) of the Code) may be made to the Plan for the Plan Year by reason of the application of any limitation or other restriction described in Section 414(v)(3) of the Code or comparable limitation or restriction contained in
the Plan. Catch-Up
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Contributions that are not in excess of the limitations of this clause (2) shall be re-characterized as Salary Reduction Contributions to the extent permitted under Section 4.01 of the
Plan.
(b) Limitations. The total amount of Catch-Up Contributions on
behalf of any Participant for any Plan Year shall not exceed the amount specified in Section 1.16 of the Plan.
(c) Compensation To Be Deferred. Catch-Up Contributions with respect to
any Plan Year may only be made with respect to Compensation which has not been received by the Participant nor otherwise currently available to the Participant and may be made solely by means of periodic payroll deductions.
(d) Timing of Deposits. Catch-Up Contributions deducted by a Participating
Company shall be paid to the Trustee for deposit in the Profit-Sharing Fund as soon as administratively practicable, but in no event later than the 15th Business Day of the month following the
month in which the Participant would otherwise have received the Compensation in cash.
4.03
AFTER-TAX CONTRIBUTIONS
(a)
In General. Each Employee may make After-Tax Contributions to the Profit-Sharing Fund.
(b) Limitations.
(1) In General. The total amount of After-Tax Contributions by
any Participant under this Section 4.03 of the Plan during any Plan Year shall not exceed the lesser of:
(A)
the amount of After-Tax Contributions which causes the amount of Annual Additions (as defined in Section 17.03 of the Plan) to exceed the limitations of Section 415 of the Code for such Plan
Year; or
(B) such amount as approved by the Administrator. The
maximum amount of After-Tax Contributions, together with Salary Reduction Contributions, may not exceed 35% of a Participants Compensation for any payroll period.
(2) Highly Compensated Employees. After-Tax Contributions may be
made by any Highly Compensated Employee only to the extent they are within the maximum contribution limits specified in this Section of the Plan.
(c) Method of Making After-Tax Contributions. After-Tax Contributions may
be made solely by means of periodic payroll deductions.
(d) Timing
of Deposits. After-Tax Contributions made by periodic payroll deduction to a Participating Company shall be paid to the Trustee for deposit in the Profit-Sharing Fund as soon as administratively practicable, but in no event later than the 15th Business Day of the month following the month in which such After-Tax Contribution was deducted from the Participants Compensation.
41
(e) ACP Testing. After-Tax
Contributions to the Profit-Sharing Fund made by a Participant who is a Highly Compensated Employee, together with any Salary Reduction Contributions that may be re-characterized as After-Tax Contributions no later than March 15 of the calendar
year immediately succeeding the Plan Year for which the Salary Reduction Contributions were made, and Company Match Contributions shall not be in an amount which causes the Plan to fail to satisfy the provisions of Section 401(m) of the Code
and Treasury Regulation Section 1.401(m)-2 (and subsequent Internal Revenue Service guidance issued thereunder), using the prior year testing method as currently set forth in Notice 98-1 (or any superseding Internal Revenue Service guidance).
Effective for Plan Years beginning on and after January 1, 2011, the Plan will use the current year testing method as described in Treasury Regulation Section 1.401(m)-2.
4.04 SUSPENSION OF PERSONAL CONTRIBUTIONS FOR
HARDSHIP WITHDRAWAL
A Participant who takes or has taken a hardship withdrawal
under Section 7.02 of the Plan or a withdrawal while on active duty Service in the Uniformed Service of the United States for more than 30 days under Section 7.09 of the Plan, from his:
(a) Personal Before-Tax Account (or from Elective Contributions pursuant to a Cash or
Deferred Arrangement),
(b) Personal Before-Tax Catch-Up Account,
(c) Roth Account, or
(d) Roth Catch-Up Account,
may not make Salary Reduction Contributions, Catch-Up Contributions and After-Tax Contributions for the six month period following receipt of the
hardship withdrawal. Following the six month period, the Participants Salary Reduction Contributions, Catch-Up Contributions and After-Tax Contributions will be reinstated at the same level as before the six month period, unless the
Participant changes his election before such time. If a Participant has elected for his Salary Reduction Contributions to automatically increase pursuant to Section 4.01(c) and an automatic increase was scheduled to occur during such six-month
suspension, the Participants Salary Reduction Contributions will be reinstated at the increased rate.
4.05
AGGREGATE LIMIT ON PARTICIPANT CONTRIBUTIONS
In addition to the contribution limitations referred to in this ARTICLE IV of the Plan, a Participants aggregate Salary Reduction
Contributions, Catch-Up Contributions and After-Tax Contributions for any payroll period shall not exceed a percentage of the Participants Compensation as determined by the Administrator.
4.06 ELIGIBLE ROLLOVER CONTRIBUTIONS
(a) In General. An Employee may make one or more Eligible Rollover Contributions
to the Profit-Sharing Fund. Before an Eligible Rollover Contribution is accepted, the Employee may be required, at his own expense, to obtain the opinion of a qualified tax advisor that the contribution constitutes an Eligible Rollover Contribution
described in Section 408(d)(3)(A)(ii) of the Code. Any Eligible Rollover Contribution accepted by the Plan shall not
42
be considered in determining the maximum amount an eligible Employee can contribute under Sections 4.01, 4.02 or 4.03 of the Plan, or the maximum Annual Additions under ARTICLE XVII of the Plan.
Eligible Rollover Contributions shall be made in cash only and shall be initially invested as part of the Profit-Sharing Fund.
(b) Timing of Deposits. Eligible Rollover Contributions received by a
Participating Company shall be paid to the Trustee for deposit in the Profit-Sharing Fund as soon as administratively practicable.
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ARTICLE V
VALUATION
5.01
PARTICIPANT ACCOUNTS
(a)
Subaccounts. The Third-Party Recordkeeper shall maintain:
(1) a Company Account for each eligible Participant and Inactive
Participant who is not a SMWE Employee for whom a Participating Company has made a Contribution to the Plan;
(2)
a Company Match Account for each eligible Participant or Inactive Participant for whom a Participating Company has made Company Match Contributions pursuant to Section 2.03 or Section 2.04 of
the Plan;
(3) a UST Pre-2010 Match Account for each Employee for
whom a company match contribution was made to the UST Plan and which was transferred to the Plan;
(4)
a Supplemental Company Contribution Account for each eligible Participant or Inactive Participant for whom a Participating Company has made a Supplemental Company Contribution pursuant to
Section 2.06 of the Plan;
(5) a Personal Before-Tax Account
for each Participant and Inactive Participant who has made a Salary Reduction Contribution to the Profit-Sharing Fund;
(6) a Personal After-Tax Account for each Participant and Inactive
Participant who has made an After-Tax Contribution to the Profit-Sharing Fund;
(7)
a Rollover Account for each Participant or Inactive Participant who has made a rollover contribution to the Fund prior to January 1, 1993 or has made an Eligible Rollover Contribution on or after
January 1, 1993 to the Profit-Sharing Fund;
(8) a Paysop
Rollover Account for each Participant and Inactive Participant whose account balance in the PAYSOP was transferred from the PAYSOP;
(9) a Personal After-Tax Rollover Account for each Participant and
Inactive Participant who has made an After-Tax Rollover Contribution to the Profit-Sharing Fund;
(10)
a Personal Before-Tax Catch-Up Account for each Participant and Inactive Participant who has made a Catch-Up Contribution to the Profit-Sharing Fund;
(11) a Roth Account for each Employee who made a Roth contribution to the UST Plan
and which was transferred to the Plan;
(12) a Roth Catch-Up Account for each
Employee who made a Roth catch-up contribution to the UST Plan and which was transferred to the Plan;
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(13) a Qualified Nonelective
Contributions Account for each Participant and Inactive Participant for whom a Participating Company has made Qualified Nonelective Contributions pursuant to Section 2.112 of the Plan; and
(14) a Loan Account for each Participant and Inactive Participant who has obtained a
loan pursuant to ARTICLE IX of the Plan.
(b) Vesting. A Participant
and Inactive Participant shall at all times have a nonforfeitable interest in his Accounts and his Loan Account, based on the Current Value of his Accounts and Loan Account.
5.02 VALUATION OF PARTICIPANT ACCOUNTS
(a) In General. As of each Valuation Date, the Trustee shall determine the
current market value of the Fund (exclusive of contributions not yet received by it) and the Third-Party Recordkeeper shall determine the Current Value of each Participants, Inactive Participants, Beneficiarys and Alternate
Payees share in the Fund with respect to his Accounts and Loan Account on the basis of proportionate shares in the Fund on such date.
(b) Exceptions. The processing of requests to Rebalance or perform an
Exchange (including a Real-Time Trade), the determination of the value of the Fund, the determination of the Current Value of some or all Plan Accounts and Loan Accounts and the processing of other transactions in connection with the administration
of the Plan may be adversely affected or temporarily or permanently interrupted on any Business Day due to circumstances which may or may not be within the responsibility or control of the Trustee, Administrator, Third-Party Recordkeeper or any
other party to the Plan. In such event, the Trustee or Third-Party Recordkeeper may, within its sole discretion, or in consultation with or at the direction of the Administrator, elect not to process any such Rebalance or Exchange (including a
Real-Time Trade), or to determine the Current Value of the Fund or some or all Plan Accounts and Loan Accounts.
(c)
Exchanges. Notwithstanding the preceding provisions of this Section 5.02 of the Plan, solely for the purpose of determining the cost of an Exchange into Part D of the Fund or the proceeds
of an Exchange out of Part D, Part I, Part K or Part O of the Fund, the value of such Exchange shall be determined using the procedures for Real-Time Trading as in effect at the time of the Exchange.
5.03 TRANSFER TO HOURLY PLAN
Notwithstanding anything to the contrary contained in the Plan, if a Participant transfers to a job position whereby he becomes a
participant in the Hourly Plan, the then Current Value of such Participants Accounts and Loan Account shall be transferred to the trustees of the Hourly Plan as soon as administratively practicable following the effective date of the
Participants transfer.
5.04 ACCOUNTS FOR INDIVIDUALS INELIGIBLE
TO PARTICIPATE
(a)
Paysop Rollover Account. Solely for purposes of this ARTICLE V and ARTICLE VI, ARTICLE VII, ARTICLE VIII and ARTICLE IX of the Plan, a Participant shall
45
include an Employee for whom the Third-Party Recordkeeper maintains a Paysop Rollover Account, but who is not otherwise eligible to become a Participant in the Plan.
(b) Beneficiaries and Alternate Payees. The Third-Party Recordkeeper shall
also maintain such Accounts (i) for a Beneficiary of a deceased Participant or deceased Inactive Participant and (ii) for an Alternate Payee of a Participant or Inactive Participant as may be necessary to reflect such Beneficiarys or
Alternate Payees interest in the Plan.
5.05 ACCOUNT STATEMENTS
Each Participant, Inactive Participant, Beneficiary and Alternate Payee shall receive a statement setting forth the Current Value of
each of such Participants, Inactive Participants, Beneficiarys or Alternate Payees Accounts no less frequently than annually. Electronic medium may be used for the delivery of any such statement to the extent authorized
pursuant to Section 14.01(b) of the Plan.
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ARTICLE VI
DISTRIBUTION
6.01
IN GENERAL
(a)
Eligibility for Distribution. Subject to the provisions of Sections 6.02 and 6.07 and ARTICLE VII of the Plan, distribution shall be made only in the event that a person becomes an Inactive
Participant or in the event of a Participants death. Except as hereinafter provided in this ARTICLE VII of the Plan and in Section 1.47 of the Plan, when a person becomes an Inactive Participant he thereafter shall have no right or
interest under the Plan other than his right to receive the Current Value of his Accounts, less the Current Value of his Loan Account, if any.
(b) Compliance With Section 401(a)(9) of the Code. Distribution will
be made in accordance with Section 401(a)(9) of the Code and the accompanying Treasury Regulations. The provisions of this Section 6.01 of the Plan reflecting compliance with Section 401(a)(9) of the Code and the accompanying final
Treasury Department Regulations override any distribution option in the Plan that may be construed as inconsistent with Section 401(a)(9) of the Code. In no event shall distribution be made or commence to be made:
(1) later than the Required Benefit Commencement Date; or
(2) at a rate less than is required under Section 401(a)(9)(A)(ii)
of the Code.
6.02 FORM AND TIMING OF
DISTRIBUTIONS
(a) Deemed Deferral
to Required Benefit Commencement Date. Subject to the provisions of ARTICLE VII of the Plan, an Inactive Participant shall have the right to distribution of the Current Value of his Accounts, less the Current Value of his Loan Account, provided,
however, that, unless the Inactive Participant elects otherwise, he shall be deemed to have elected to defer distribution of his Accounts to his Required Benefit Commencement Date and to have distribution made according to the Uniform Lifetime Table
set forth in Treasury Regulation §1.401(a)(9)-9, Q&A-2. An Inactive Participant whose sole Beneficiary is his Spouse who is more than ten (10) years younger than the Inactive Participant may elect to have distribution made according to
the Joint and Last Survivor Table set forth in Treasury Regulation §1.401(a)(9)-9, Q&A-3.
(b)
Optional Forms of Distribution. An Inactive Participant may elect to have distribution made in one or more of the following methods, provided that in no event shall distribution be made or
commence to be made later than the Required Benefit Commencement Date:
(1)
in a single payment;
(2)
in non-periodic installments;
(3)
in quarter-annual, semi-annual or annual installments over a period not exceeding the life expectancy of the Inactive Participant or the joint life expectancies of the Inactive Participant and his
Beneficiary; or
47
(4) in accordance with
clauses (2) or (3) hereof and thereafter in accordance with the provisions of clause (1) hereof.
(c)
Distributions Following Death of Participant. In the event of the death of the Participant or Inactive Participant, payment shall be made to his Beneficiary, provided, however, that:
(1) Non-Spouse Beneficiary. If the Beneficiary of the deceased
Participant or deceased Inactive Participant is not his Spouse, payment must be completed no later than December 31st of the calendar year that contains the fifth anniversary of the Participants or Inactive Participants death;
(2) Spouse as Beneficiary Before Commencement of Distribution. If
the sole Beneficiary of a deceased Participant or of a deceased Inactive Participant is his Spouse and the death of the Participant or Inactive Participant occurs prior to commencement of the distribution of his Accounts (and irrespective whether
such death occurs before or after his Required Benefit Commencement Date), payment shall be made as elected by such Beneficiary pursuant to Section 6.02(b) of the Plan, provided, however, that if no election is made prior to the Required
Benefit Commencement Date, payment shall be made or commence to be made no later than the Required Benefit Commencement Date and distribution shall be made according to the Single Life Table set forth in Treasury Regulation §1.401(a)(9)-9,
Q&A-1;
(3) Spouse as Beneficiary after Commencement of
Distribution. If the sole Beneficiary of a deceased Inactive Participant is his Spouse and the death of the Inactive Participant occurs after commencement of the distribution of his Accounts, payment shall continue to be made as elected by such
Beneficiary pursuant to Section 6.02(b) of the Plan, provided, however, that the Beneficiary may elect to have distribution made according to the Single Life Table set forth in Treasury Regulation §1.401(a)(9)-9, Q&A-1 using the longer
of the remaining life expectancy of the Inactive Participant or the life expectancy of the Beneficiary. If no election is made prior to the Required Benefit Commencement Date, payment shall be made or commence to be made no later than the Required
Benefit Commencement Date and distribution shall be made according to the Single Life Table set forth in Treasury Regulation §1.401(a)(9)-9, Q&A-1;
(4) Loan Offset. If the estate of a deceased Participant or
deceased Inactive Participant has failed to timely repay the principal balance of any Loan outstanding on the date of the deceased Participants death, any distribution shall not include the principal balance of the deceased Participants
Loan Account, which shall be distributed to the deceased Participants estate.
(d)
Eligible Rollover Distribution.
(1)
An Inactive Participant, a Beneficiary who is the Spouse of a deceased Participant or deceased Inactive Participant, or a former spouse who is an Alternate Payee under a Qualified Domestic Relations
Order may affirmatively elect to have all or a portion of an Eligible Rollover Distribution paid directly to the trustee or custodian of an Eligible Retirement Plan.
48
(2) Effective for
distributions made on or after November 1, 2007, a Beneficiary who is not the Spouse of a deceased Participant or Inactive Participant may elect to make a direct rollover of all or a portion of the deceased Participants or Inactive
Participants Account payable to such Beneficiary, provided that the direct rollover is made to an individual retirement plan described in Code Section 408(a) or (b) established and titled in a manner that identifies it as an
inherited individual retirement account with respect to the deceased Participant or Inactive Participant and identifies the deceased Participant or Inactive Participant and the Beneficiary pursuant to the provisions of Code Section 402(c)(11).
(e) Elections.
(1) Any election with respect to the form of distribution under Sections
6.02(b)(1) or 6.02(b)(3) of the Plan may be revoked or modified by a Participant or Inactive Participant at any time prior to distribution of the single sum payment or the commencement of the distribution and a new election may be made pursuant to
Section 6.02(b) of the Plan, provided, however, that in no event shall distribution be made or commence to be made in violation of Section 401(a)(9) of the Code or, with respect to that portion of an Account invested in the Subpart of Part
D designated as the ESOP Fund, in violation of Section 409(o) of the Code.
(2)
Any election with respect to the form of distribution under Section 6.02(b)(2) of the Plan may be revoked or modified by a Participant or Inactive Participant at any time and a new election may be
made pursuant to Section 6.02(b) of the Plan, provided, however, that in no event shall distribution be made or commence to be made in violation of Section 401(a)(9) of the Code.
(3) After the date of death of the Inactive Participant, a Beneficiary
who is the Spouse may revoke or modify any election of the Inactive Participant with respect to the method of distribution and elect to have distribution made in a single payment within sixty (60) days of the date of the application, or on such
other date as the Administrator may approve.
(f) Required Commencement of
Benefits.
(1) In General. Subject to the
provisions of Sections 6.02(a) and 6.02(f)(2) of the Plan, distribution of benefits under the Plan shall commence not later than the sixtieth (60th) day after the latest of the close of the
Plan Year in which:
(A) the Inactive Participant attains the age
of sixty-five (65) years;
(B) occurs the tenth (10th) anniversary of the year in which the Inactive Participant commenced participation in the Plan; or
(C) the Inactive Participant terminates his employment with the
Controlled Group.
(2) ESOP Fund. Solely in the case of that
portion of his Accounts invested in the Subpart of Part D designated as the ESOP Fund, the Inactive Participant may elect
49
that distribution commence to be made not later than one year after the close of the Plan Year:
(A) in which the Participant has a severance from employment by reason
of attaining the age of sixty-five (65), death or disability; or
(B)
which is the fifth Plan Year following the Plan Year in which the Participant otherwise has a severance from employment (except that this clause shall not apply if the Participant is reemployed by a
member of the Controlled Group before distribution is required to begin under this clause (B)).
(g)
Small Account Balance.
(1) Immediate Cash-Out. If an Inactive Participant fails to make
a valid election within six (6) months of the date he ceases to be an Employee and the Current Value of his Accounts and his Loan Account as of the Valuation Date coincident with or next preceding the date he ceases to be an Employee is less
than $1,000, distribution shall be made in a single payment during the calendar year in which he ceases to be a Participant or in the next succeeding calendar year.
(2) Deferred Cash-Out. If an Inactive Participant fails to make a
valid election and the Current Value of his Accounts and Loan Account is not less than $1,000, distribution shall be made in one payment as of the Valuation Date coincident with or next preceding the date the Inactive Participant attains age
sixty-five (65). Prior to the distribution of his Accounts, an Inactive Participant may elect to have distribution made or commence to be made in accordance with the provisions of this Section 6.02 of the Plan.
6.03 FORM OF DISTRIBUTION
(a) In General. Any distribution may be made in cash or in kind or partly
in cash and partly in kind, according to the rules established from time to time pursuant to Section 14.03 of the Plan, except as provided in subsections (b) and (c) below.
(b) Part D. If any portion of an Account is invested in Part D of the Fund
(including both Subparts thereof) and such Account is to be distributed pursuant to this ARTICLE VI of the Plan, or as a withdrawal authorized pursuant to ARTICLE VII hereof, the portion of the Account invested in Part D (other than the portion of a
Participants Roth Account and Roth Catch-Up Account) may be made in full shares of Altria Stock (with cash in lieu of a fractional share) as elected by the Inactive Participant, Beneficiary or Alternate Payee. The election to receive
distribution of full shares of Altria Stock shall not be allowed if the Altria Stock Independent Named Fiduciary has determined to eliminate Part D of the Fund, or has determined to liquidate, in whole or in part, the Plans holdings in Altria
Stock in Part D of the Fund.
(c) Non-Altria Stock. If any portion of
an Account is invested in Part I, Part K and/or Part O of the Fund and such Account is to be distributed pursuant to this ARTICLE VI of the Plan, or as a withdrawal authorized pursuant to ARTICLE VII hereof, the portion of the Account invested in
Part I, Part K and/or Part O may be made in full shares of the Non-Altria Stock(s) in which such portion of the Account is invested (with cash in lieu of a fractional share), as elected by the Inactive Participant, Beneficiary or Alternate Payee.
The election to receive distribution of full shares of a Non-Altria Stock shall not be allowed if the Non-Altria Stock
50
Independent Named Fiduciary has determined to eliminate the Part of the Fund in which such Non-Altria Stock is invested (i.e., Part I, Part K or Part O of the Fund), or has determined to
liquidate, in whole or in part, the Plans holdings of such Non-Altria Stock in Part I, Part K or Part O of the Fund, as applicable.
6.04 MAINTENANCE OF ACCOUNTS
After a Participant ceases to be such, his Accounts shall remain in the Fund until distributed in accordance with Section 6.02 of
the Plan. Except as otherwise required by the terms of the Plan, after a Participant ceases to be such, a Participating Company shall not (i) allocate any portion of the Contribution to his Company Account; (ii) make Company Match
Contributions to his Company Match Account; (iii) allocate any portion of a Supplemental Company Contribution to his Supplemental Company Contribution Account; (iv) make Salary Reduction Contributions to his Personal Before-Tax Account;
(v) make Catch-Up Contributions to his Before-Tax Catch-Up Account or (vi) make Qualified Nonelective Contributions to his Qualified Nonelective Contributions Account and the Inactive Participant shall make no contribution to his Personal
After-Tax Account, his Personal After-Tax Rollover Account or his Rollover Account.
6.05 DESIGNATION OF
BENEFICIARY
(a) In General. A
Beneficiary designation will be effective when it is received by the Administrator, provided the designation is completed in accordance with Section 1.12 of the Plan and current administrative procedures.
(b) By Participant or Inactive Participant. Notwithstanding the provisions
of Section 6.02 of the Plan, and in accordance with Section 1.12 of the Plan, any Participant or Inactive Participant may at any time and from time to time designate (whether as a result of an affirmative election or by an operation of
law) the Beneficiary to whom distribution shall be made in the event of his death.
(1)
A married Participant or Inactive Participant who designates someone other than his Spouse as his Beneficiary must:
(A) receive his Spouses written consent to such designation; and
(i) the Spouses written
consent must designate a Beneficiary which may not be changed without spousal consent (or the consent of the Spouse expressly permits designations by the Participant or Inactive Participant without any requirement of further consent by the Spouse);
and
(ii) the Spouses
consent must acknowledge the effect of such election and be witnessed by a Plan representative or a notary public, or
(B) it is established to the satisfaction of the Administrator that the
consent required under subparagraph (A) may not be obtained because there is no Spouse, because the Spouse cannot be located, or because of such other circumstances as the Secretary may by regulations prescribe.
51
(C) Any consent by a
Spouse (or establishment that the consent of a Spouse may not be obtained) under this subsection (b)(1) shall be effective only with respect to such Spouse.
(2) If a married Participant or Inactive Participant files a Beneficiary
designation which is ineffective because it does not contain the required spousal consent, such designation shall be forever invalid and shall not later become valid as the result of the subsequent divorce of the Participant or Inactive Participant
or the subsequent death of the Spouse.
(c) By Beneficiary. A
Beneficiary of a deceased Participant or deceased Inactive Participant may, at any time and from time to time after the death of the Participant or Inactive Participant, designate the Beneficiary to whom distribution shall be made in the event of
the death of the Beneficiary before distribution has been made or been completed in accordance with the provisions of Section 6.02(c) of the Plan.
(d) By Alternate Payee. Unless the applicable Qualified Domestic Relations
Order designates the Beneficiary who is or are to receive the Current Value of the Accounts to which such Alternate Payee was entitled at the time of his death or otherwise prohibits the Alternate Payee from designating a Beneficiary, an Alternate
Payee may, at any time and from time to time, designate the Beneficiary to whom distribution shall be made in the event of the Alternate Payees death before distribution of the Current Value of the Alternate Payees Accounts has been made
or completed.
6.06 ELIGIBLE ROLLOVER DISTRIBUTIONS
An Inactive Participant (or his Beneficiary who is his Spouse) or Alternate Payee may revoke any election with respect to whether an
Eligible Rollover Distribution is to be paid to an Eligible Retirement Plan and any such change shall be effective with respect to all subsequent Eligible Rollover Distributions until a new election is filed.
6.07 ALTERNATE PAYEE
An Alternate Payee shall have the right to receive a distribution from the Plan in any form permitted under this ARTICLE VI of the Plan
at any time after the judgment, decree or order (including approval of a property settlement agreement) pursuant to a State domestic relations law applicable to the Alternate Payee is determined to be a Qualified Domestic Relations Order.
6.08 SECTION 16 OF SECURITIES EXCHANGE ACT
OF 1934
Notwithstanding the preceding provisions of this ARTICLE VI of the Plan, a Participant who is
subject to the provisions of Section 16 of the Securities Exchange Act of 1934 may request that any distribution (other than a lump sum distribution) made pursuant to this ARTICLE VI of the Plan not be made from that portion of his Accounts
that is invested in Part D of the Fund.
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ARTICLE VII
WITHDRAWALS
7.01
IN GENERAL
(a)
Personal After-Tax Account
(1)
Pre-1987 Personal After-Tax Contributions. Subject to Section 7.05 of the Plan, a Participant may withdraw the amount of After-Tax Contributions in his Personal After-Tax Account made to
the Plan prior to January 1, 1987.
(2) Remainder of
Personal After-Tax Account. Subject to the provisions of Section 7.05 of the Plan, a Participant may withdraw all or any part of the Current Value of his Personal After-Tax Account.
(b) Rollover Accounts. Subject to the provisions of Section 7.05 of
the Plan, a Participant may withdraw all or any part of the Current Value of his Personal After-Tax Rollover Account and Rollover Account.
(c) Qualification for Loan. As a condition for the granting of a loan
authorized by ARTICLE IX of the Plan, the Participant may be required to authorize a withdrawal of all or a portion of the Current Value of his Personal After-Tax Account, Personal After-Tax Rollover Account and Rollover Account, in an amount
sufficient to satisfy a default on the repayment of such loan.
7.02 HARDSHIP
WITHDRAWALS
(a) Eligibility for
Hardship Withdrawal. Subject to the provisions of Section 7.02(e) of the Plan and Section 7.05 of the Plan, a Participant may apply for a withdrawal of not less than $500 on account of hardship (as defined in Section 7.02(c) of
the Plan) only from the following Accounts, provided that he also satisfies the requirements of Section 7.02(b) of the Plan:
(1) Personal Before-Tax Account;
(2) Personal Before-Tax Catch-Up Account;
(3) Roth Account; and
(4) Roth Catch-Up Account.
(b) Prerequisites for Hardship Withdrawal. Prior to applying for a
withdrawal on account of hardship:
(1) a Participant must
obtain all other available withdrawals under this ARTICLE VII of the Plan;
53
(2) a Participant who has a
balance under the Subpart of Part D designated as the ESOP Fund, must elect to receive dividends on those balances in cash, to the extent the cash will be payable in time to help meet the financial need;
(3) a Participant must obtain all available withdrawals (other than a
withdrawal pursuant to this Section 7.02 of the Plan) and loans available to him under all plans qualified under Section 401(a) of the Code maintained by any member of the Controlled Group; and
(4) a Participant must first perform an Exchange (a Real-Time Trade) out
of that portion, if any, of his Accounts that is invested in Part D, Part I, Part K and/or Part O of the Fund and that will be needed to satisfy the hardship withdrawal.
(c) Immediate and Heavy Financial Need. A distribution is made on account
of hardship if such distribution is necessary to alleviate or satisfy an immediate and heavy financial need of the Participant. A distribution shall be made on account of an immediate and heavy financial need if a Participant lacks adequate
financial resources to:
(1) make payment to prevent the
eviction of the Participant from his principal residence or the foreclosure on the mortgage on such residence; or
(2) make payment of the costs directly related to the purchase of a
principal residence of such Participant (excluding mortgage payments); or
(3)
make payment of expenses for medical care (within the meaning of Section 213(d) of the Code) previously incurred by such Participant or his dependent or dependents, or expenses necessary for these
persons to obtain medical care (within the meaning of Section 213(d) of the Code); or
(4)
make payment of tuition and related educational fees for the next twelve (12) months of post-secondary education for such Participant, his dependent or dependents; or
(5) make payment for burial and funeral expenses for the
Participants deceased parent, spouse, child or dependent; or
(6)
make payment for expenses for the repair of damage to a Participants principal residence that would qualify for the casualty deduction under Section 165 of the Code (determined without
regard to whether the loss exceeds 10% of the Participants adjusted gross income); or
(7)
make payment for any other financial hardship authorized by the Internal Revenue Service in published guidance and as described and limited in such guidance.
(d) Order of Withdrawal. If it is determined that an immediate and heavy
financial need exists or is imminent, a distribution from such Participants Accounts may be authorized in the following order in order to satisfy such hardship:
(1) the Participants:
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(A) Personal Before-Tax
Account;
(B) Personal Before-Tax Catch-Up Account;
(C) Roth Account; and
(D) Roth Catch-Up Account.
(e) Limits on Hardship Withdrawals.
(1) The amount of a distribution pursuant to an application under this
Section 7.02 of the Plan shall not exceed the lesser of:
(A)
the amount determined to be necessary to meet the immediate and heavy financial need of the Participant; or
(B) the Current Value of his Personal Before-Tax Account, Personal
Before-Tax Catch-Up Account, Roth Account and Roth Catch-Up Account;
less the amount of earnings credited to (i) his Personal
Before-Tax Account and Roth Account on and after January 1, 1989 and (ii) his Personal Before-Tax Catch-Up Account and Roth Catch-Up Account.
(2) A Participant may not receive more than two withdrawals on account
of hardship in any Plan Year.
(f) Suspension of Contributions. If a
withdrawal on account of hardship is approved, then no Salary Reduction Contributions, Catch-Up Contributions or After-Tax Contributions shall be made on the Participants behalf to the Profit-Sharing Fund for the six consecutive calendar
months following such withdrawal.
(g) Dependent Defined. As
used in Section 7.02(c) of the Plan, the term dependent shall mean:
(1)
a Participants Spouse (determined in accordance with applicable state law) not legally separated from the Participant;
(2) a natural or legally adopted child of the Participant or of his
Spouse, provided such child is dependent on the Participant; and
(3)
a parent of the Participant or of the Spouse of the Participant, provided such parent is dependent on the Participant.
(h) No Termination of Participation. Neither the application for nor the
distribution of any funds in accordance with this Section 7.02 of the Plan shall have the effect of terminating the Participants participation in the Plan.
(i) Investigations; Possible Implications of Misrepresentations.
Investigations may be conducted and a Participant may be required to make such representations or warranties as are deemed desirable or necessary to carry out the purpose of this Section 7.02 of the Plan. Any misrepresentation or omission of a
material fact made by the Participant in
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connection with an application for a withdrawal under this Section 7.02 of the Plan may be cause for dismissal of employment.
(j) Nondiscrimination. The provisions of this Section 7.02 of the
Plan shall be applied on a uniform and nondiscriminatory basis to all Participants in similar circumstances.
(k)
Correction of Disqualifying Withdrawal. If a distribution authorized under this Section 7.02 of the Plan shall render the Trust under this Plan disqualified for exemption from taxation and
disqualify the Plan under the Code, then such distribution may be reduced in amount, if necessary to zero, in order to maintain qualification.
7.03 WITHDRAWAL OF UST PRE-2010 MATCHING
CONTRIBUTIONS
A Participant who has withdrawn all After-Tax Contributions and Rollover
Contributions from his Account pursuant to Section 7.01 of the Plan and also has completed three years of Accredited Service shall be permitted to make a withdrawal of any or all of his UST Pre-2010 Match Account.
7.04 AGE 59½ WITHDRAWAL
(a) All Accounts. Any Participant who has attained the age of fifty-nine
and one-half (59 1⁄2) years may apply for withdrawal of all or a portion of the Current Value of his Accounts.
(b) No Termination of Participation. Neither the application for nor the
payment of any withdrawal in accordance with this Section 7.04 of the Plan shall have the effect of terminating the Participants participation in the Plan.
(c) Investigations; Possible Implications of Misrepresentations.
Investigations may be conducted and a Participant may be required to make representations or warranties as are deemed desirable or necessary to carry out the purpose of this Section 7.04 of the Plan. Any misrepresentation or omission of a
material fact made by the Participant in connection with an application for a withdrawal under this Section 7.04 of the Plan may be cause for dismissal of employment.
7.05 FORM OF WITHDRAWAL
(a) Lump Sum. Any withdrawal pursuant to the preceding provisions of this
ARTICLE VII of the Plan shall be made in a lump sum as soon as is practicable after such withdrawal is authorized. A Participant may elect to have any withdrawal that is an Eligible Rollover Distribution paid directly to the trustee or custodian of
the Eligible Retirement Plan designated by the Participant.
(b)
Parts D, I, K and O. Subject to Section 6.03 of the Plan, prior to applying for a withdrawal pursuant to Sections 7.01, 7.02, 7.03 or 7.04 of the Plan, the Participant must first perform an
Exchange (a Real-Time Trade) out of that portion, if any, of his Accounts that is invested in Part D, Part I, Part K and/or Part O of the Fund and that is needed to satisfy the withdrawal.
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7.06 WITHDRAWAL OF ALTRIA STOCK
CASH DIVIDENDS
(a)
Permitted Election. Notwithstanding the preceding provisions of this ARTICLE VII of the Plan, a Participant, Inactive Participant, Beneficiary or Alternate Payee may elect to have any cash
dividend payable with respect to shares of Altria Stock allocated to his Account and held under the Subpart of Part D of the Fund designated as the ESOP Fund distributed to the Participant, Inactive Participant, Beneficiary or Alternate Payee in
cash not later than ninety (90) days after the close of the Plan Year in which the cash dividend was paid.
(b)
Default Election. If a Participant, Inactive Participant, Beneficiary or Alternate Payee shall fail to make an election, any such cash dividends shall be paid to such Subpart and reinvested in
Altria Stock to be allocated to the Participants, Inactive Participants, Beneficiarys or Alternate Payees Account.
(c) Duration of Election. The election as to whether to receive a cash
dividend payable with respect to shares of Altria Stock in cash or reinvested in additional shares of Altria Stock that is in effect at the close of business on the last Business Day before the applicable Ex-Dividend Date may not be changed until
after the Dividend Payment Date.
7.07 WITHDRAWAL FEES
The Account of a Participant may be charged a fee for requesting a withdrawal from the Plan.
7.08 SECTION 16 OF SECURITIES EXCHANGE ACT
OF 1934
Notwithstanding the preceding provisions of this ARTICLE VII of the Plan, a Participant who is
subject to the provisions of Section 16 of the Securities Exchange Act of 1934 may request that any withdrawal (other than a withdrawal of the Current Value of his Accounts in a single lump sum) made pursuant to ARTICLE VII of the Plan not be
made from that portion of his Accounts that is invested in Part D of the Fund.
7.09 DISTRIBUTIONS UPON
A DEEMED SEVERANCE FROM EMPLOYMENT WHILE PERFORMING SERVICE IN THE UNIFORMED
SERVICE OF THE UNITED STATES
(a)
A Participant who is performing Service in the Uniformed Service of the United States while on active duty for a period of more than 30 days will be deemed to have a severance from employment as
specified under Plan section 1.35(c)(1)(A). Such Participant may elect to receive a distribution of his Salary Reduction Contributions, Catch-Up Contributions and Roth Contributions (if any) and shall be prohibited from making Salary Reduction
Contributions, Catch-Up Contributions and After-Tax Contributions to the Plan for the six-month period beginning on the date of distribution, pursuant to Section 414(u)(12)(B) of the Code.
(b) Any withdrawal under this Section 7.09 that would also qualify under
Section 7.10 shall be considered a qualified reservist withdrawal and the Participant shall not be subject to the six-month period of suspension described in subsection (a).
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7.10 QUALIFIED RESERVIST
WITHDRAWALS
(a) In General. A
Participant who is a member of a reserve component (as defined in section 101 of title 37 of the United States Code) and who has been called or ordered to active duty for:
(1) an indefinite period; or
(2) a period in excess of 179 days,
may withdraw all or a portion of the balance in his Personal Before-Tax Account, Roth Account, Personal Before-Tax Catch-Up Account, and Roth Catch-Up
Account, provided the withdrawal is made during the period beginning on the date of such order or call to duty and ending at the close of the active duty period.
(b) Documentation. A Participant requesting a withdrawal under this
Section 7.10 may be required to provide a copy of his or her military orders to the Administrator.
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ARTICLE VIII
THE FUND
8.01
THE FUND
(a) In
Trust. The Fund shall be held in trust by the Trustees and shall consist of all amounts paid into the Profit-Sharing Fund pursuant to the Plan, investments made therewith (including transfers to the ESOP Fund pursuant to Section 8.03(c) of
the Plan), reinvestments thereof, proceeds of such investments and reinvestments and earnings and profits thereon, less payments made by the Trustees from the Fund. It shall be impossible for any part of the Fund to be used for or diverted to
purposes other than for the exclusive benefit of Participants, Inactive Participants and their Beneficiaries and Alternate Payees and for the reasonable expenses of administering the Plan and the Fund.
(b) Direction of Trustees. The Trustees shall be subject to the directions
of:
(1) the Investment Committee, provided, however, that
the Investment Committee may appoint one or more Investment Managers to manage (including the power to acquire and dispose of) one or more Parts of the Fund (other than Part D, Part I, Part K and Part O of the Fund);
(2) the Altria Stock Independent Named Fiduciary;
(3) a Non-Altria Stock Independent Named Fiduciary;
(4) the Administrator or its delegates (including the Third-Party
Recordkeeper); and
(5) Participants, Inactive Participants,
Beneficiaries and Alternate Payees, who each may exercise the rights described in Sections 8.01(c) and 8.03 of the Plan.
(c)
Compliance with ERISA Section 404(c). The Plan is intended to comply with the provisions of Section 404(c) of ERISA and the accompanying Regulation of the Department of Labor. Accordingly, except as otherwise provided in the Plan
(including, by way of example and not of limitation, the provisions of Sections 10.05 and 10.06 of the Plan) and Trust Agreements insofar as such Plan and Trust Agreements are not inconsistent with the provisions of Title I of ERISA, each
Participant and Inactive Participant (and Beneficiary and Alternate Payee) shall have the right to exercise control over the balance in his Accounts.
8.02 INVESTMENTS
(a) The Trustee shall, in accordance with Participants directions as provided in
Sections 8.03 and 8.04 of the Plan, invest and reinvest the principal and income of the Fund and keep the Fund invested in the following Parts:
(1) Part A (US Government Obligations Fund)
(2) Part B (US Large Cap Equity Index Fund)
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(3) Part C (Interest
Income Fund)
(4) Part D (Altria Stock Investment Option)
(A) Part D is a single fund consisting of two Subparts:
(i) a fund forming part of the Profit-Sharing
Fund and, subject to Sections 8.02(a)(4)(C) and 8.02(e)(2) of the Plan, invested solely in Altria Stock; and
(ii) a fund designated as the ESOP Fund and,
subject to Sections 8.02(a)(4)(C) and 8.02(e)(2) of the Plan, invested solely in Altria Stock.
(B)
Exchanges (Real-Time Trades) into or out of Part D shall be made on the open market pursuant to order types selected by the Participant in accordance with the Plans procedures for Real-Time Trading. Subject
to Sections 8.02(a)(4)(C) and 10.05 of the Plan, the Trustee shall purchase shares of Altria Stock invested in Part D only upon the direction of a Participant, Inactive Participant, Beneficiary or Alternate Payee and retain such Altria Stock,
regardless of market fluctuations and shall sell such shares of Altria Stock only upon the direction of a Participant, Inactive Participant, Beneficiary or Alternate Payee, or the Altria Stock Independent Named Fiduciary.
(C) Subject only to Section 10.05 of the Plan and the remaining provisions of
this clause (C), Part D of the Fund is a permanent feature of the Plan. Except as otherwise provided in Section 8.02(e)(2) of the Plan, Part D of the Fund shall continue to be invested exclusively in Altria Stock unless the Altria Stock
Independent Named Fiduciary determines, in its sole discretion, that holding Altria Stock in Part D is no longer consistent with ERISA and, if so, determines to liquidate, in whole or in part, the Plans holdings of Altria Stock in Part D
pursuant to Section 10.05 of the Plan, in which case the proceeds of any such liquidation shall be invested in Part A of the Fund (US Government Obligations Fund), or other investment option the Altria Stock Independent Named Fiduciary so
directs.
(5) Part E (International Equity Fund)
(6) Part F (US Mid/Small Cap Equity Index Fund)
(7) Part G (Balanced Fund)
(8) Part H (Euro Equity Fund). Part H of the Fund has been
eliminated as of the close of business on June 29, 2012. All assets in Part H of the Fund as of the close of the New York Stock Exchange on June 29, 2012, were transferred to Part E of the Fund.
(9) Part I (Mondelēz Stock Investment Option) Subject
to Sections 8.02(a)(9)(C) and 8.02(e)(2) of the Plan, a fund invested solely in Mondelēz Stock.
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(A) No other investments in Part I by
Participants, Inactive Participants, Beneficiaries and Alternate Payees are permitted, including dividends on shares of Mondelēz Stock.
(B) Exchanges (Real-Time Trades) out of Part I shall be made on the open market
pursuant to order types selected by the Participant in accordance with the Plans procedures for Real-Time Trading. Subject to Sections 8.02(a)(9)(C) and 10.06 of the Plan, the Trustee shall sell shares of Mondelēz Stock invested in Part I
only upon the direction of a Participant, Inactive Participant, Beneficiary or Alternate Payee and retain such Mondelēz Stock, regardless of market fluctuations and shall sell such shares of Mondelēz Stock only upon the direction of a
Participant, Inactive Participant, Beneficiary or Alternate Payee or the Mondelēz Stock Independent Named Fiduciary.
(C) Subject only to Section 10.06 of the Plan and the remaining provisions of
this clause (C), Part I of the Fund is a permanent feature of the Plan. Except as otherwise provided in Section 8.02(e)(2) of the Plan, Part I of the Fund shall continue to be invested exclusively in Mondelēz Stock unless the Mondelēz
Stock Independent Named Fiduciary determines, in its sole discretion, that holding Mondelēz Stock in Part I is no longer consistent with ERISA and, if so, determines to liquidate, in whole or in part, the Plans holdings of Mondelēz
Stock in Part I, in which case the proceeds of any such liquidation shall be invested in Part A of the Fund (US Government Obligations Fund), or other investment option the Mondelēz Stock Independent Named Fiduciary so directs.
(10) Part J (Fidelity Money Market Trust: Retirement Government Money Market
II Portfolio (also known as the Fidelity Retirement Money Market Portfolio and the Conduit Fund)) Part J of the Fund has been eliminated as of the close of business on December 31, 2015 and is no longer an
investment option under the Plan. All assets in Part J of the Fund as of the close of the New York Stock Exchange on December 31, 2015 were transferred to Part G of the Fund.
(11) Part K (PMI Stock Investment Option) Subject to Sections
8.02(a)(11)(C) and 8.02(e)(2) of the Plan, a fund invested solely in PMI Stock.
(A) No other investments in Part K by Participants, Inactive Participants,
Beneficiaries and Alternate Payees are permitted, including dividends on shares of PMI Stock.
(B)
Exchanges (Real-Time Trades) out of Part K shall be made on the open market pursuant to order types selected by the Participant in accordance with the Plans procedures for Real-Time Trading. Subject to
Sections 8.02(a)(11)(C) and 10.06 of the Plan, the Trustee shall sell shares of PMI Stock invested in Part K only upon the direction of a Participant, Inactive Participant, Beneficiary or Alternate Payee and retain such PMI Stock, regardless of
market fluctuations and shall sell such shares of PMI Stock only upon the direction of a Participant, Inactive Participant, Beneficiary or Alternate Payee or the PMI Stock Independent Named Fiduciary.
61
(C) Subject only to Section 10.06
of the Plan and the remaining provisions of this clause (C), effective March 28, 2008, Part K of the Fund shall be a permanent feature of the Plan. Except as otherwise provided in Section 8.02(e)(2) of the Plan, Part K of the Fund shall
continue to be invested exclusively in PMI Stock unless the PMI Stock Independent Named Fiduciary determines, in its sole discretion, that holding PMI Stock in Part K is no longer consistent with ERISA and, if so, determines to liquidate, in whole
or in part, the Plans holdings of PMI Stock in Part K, in which case the proceeds of any such liquidation shall be invested in Part A of the Fund (US Government Obligations Fund), or other investment option the PMI Stock Independent Named
Fiduciary so directs.
(12) Part L (Vanguard Total Bond Market Index
Fund)
(13) Part M (Vanguard PRIMECAP Fund)
(14) Part N (Vanguard Capital Opportunities Fund)
(15) Part O (Kraft Heinz Company Stock Investment Option) Subject to
Sections 8.02(a)(15)(C) and 8.02(e)(2) of the Plan, a fund invested solely in Kraft Heinz Company Stock (formerly KFG Stock).
(A) No other investments in Part O by Participants, Inactive Participants,
Beneficiaries and Alternate Payees are permitted, including dividends on shares of Kraft Heinz Company Stock.
(B)
Exchanges (Real-Time Trades) out of Part O shall be made on the open market pursuant to order types selected by the Participant in accordance with the Plans procedures for Real-Time Trading. Subject to
Sections 8.02(a)(15)(C) and 10.06 of the Plan, the Trustee shall sell shares of Kraft Heinz Company Stock invested in Part O only upon the direction of a Participant, Inactive Participant, Beneficiary or Alternate Payee and retain such Kraft Heinz
Company Stock, regardless of market fluctuations and shall sell such shares of Kraft Heinz Company Stock only upon the direction of a Participant, Inactive Participant, Beneficiary or Alternate Payee or the Kraft Heinz Company Stock Independent
Named Fiduciary.
(C) Subject only to Section 10.06 of the Plan and the
remaining provisions of this clause (C), effective upon the receipt of the shares of KFG Stock by the Trustee pursuant to the spin-off of Kraft Foods Group, Inc. from Mondelēz International, Inc., Part O of the Fund shall be a permanent feature
of the Plan. Except as otherwise provided in Section 8.02(e)(2) of the Plan, Part O of the Fund shall continue to be invested exclusively in Kraft Heinz Company Stock unless the Kraft Heinz Company Stock Independent Named Fiduciary determines,
in its sole discretion, that holding Kraft Heinz Company Stock in Part O is no longer consistent with ERISA and, if so, determines to liquidate, in whole or in part, the Plans holdings of Kraft Heinz Company Stock in Part O), in which case the
proceeds of any such liquidation shall be invested in Part A of the Fund (US Government Obligations Fund), or other investment option the Kraft Heinz Company Stock Independent Named Fiduciary so directs.
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(b) Restrictions on Authority to
Add or Remove Single Stock Funds. No person, committee, or any other entity is authorized to add to or remove from the Plan any investment option that invests primarily in Altria Stock, Non-Altria Stock, or any other single security derived from
Altria Stock or Non-Altria Stock, such as a security that has been spun-off to the shareholders of Altria Group Inc., Mondelēz International Inc., Philip Morris International Inc. or The Kraft Heinz Company, except for the Board, Committee or
Administrator acting solely in their settlor capacities with respect to the Plan pursuant to Section 11.01; provided, however, that the foregoing shall not limit the authority of the Altria Stock Independent Named Fiduciary and each Non-Altria
Stock Independent Named Fiduciary to liquidate, in whole or in part, the Part of the Fund for which it serves as a Fiduciary, pursuant to Sections 10.05(b)(2) and 10.06(b)(1), as applicable.
(c) Trading Restrictions.
(1) An Investment Manager appointed by the Investment Committee to
manage any Part of the Fund (other than Part D, Part I, Part K and Part O) may impose a redemption charge, short-term trading fee or other trading restrictions (including, but not limited to, rejection of or limitation on all or a portion of any
purchase or sell order, limitation on the number of purchases or sales within a specified period of time (an excessive trading policy) or exclusion from any investment in an affected investment option) on any Participant, Inactive Participant,
Beneficiary or Alternate Payee who is alleged to have violated the abusive trading practices or other policies of such Investment Manager as set forth in the description of, or prospectus for, the investment vehicle used for the Part of the Fund.
(2) The Plan may impose a redemption charge, short-term trading fee
or impose other trading restrictions (including, but not limited to, rejection of or limitation on all or a portion of any purchase or sell order, limitation on the number of purchases or sales within a specified period of time (an excessive trading
policy) or exclusion from any investment in an affected investment option) on any Participant, Inactive Participant, Beneficiary or Alternate Payee.
(d) Part D Dividends. Periodic transfers of all shares of Altria Stock
held in that Subpart of Part D forming part of the Profit-Sharing Fund shall be made to that Subpart of Part D designated as the ESOP Fund as of the Business Day immediately preceding any Ex-Dividend Date (or at such other time or times as may be
determined) in order for Participants, Inactive Participants, Beneficiaries and Alternate Payees to make the election pursuant to Section 7.06 of the Plan with respect to any cash dividends with respect to all shares of Altria Stock invested in
Part D.
(e) Permitted Short-Term Investments.
(1) An Investment Manager may, in its sole discretion, keep any portion
of a Part (or a Subpart), other than Part D, Part I, Part K and Part O, in cash or short-term investments (including a commingled fund of the Trustee) for liquidity purposes, pending the selection and purchase of permanent investments for such Part
(or Subpart).
(2) The Trustee of Part D, Part I, Part K and Part O
may, in its sole discretion, keep a portion of Part D, Part I, Part K or Part O in cash or short-term investments (including a commingled fund of the Trustee) solely to the extent required to
63
meet Exchange, distribution, withdrawal, and administrative needs (e.g., to settle trades of fractional shares of Altria Stock and Non-Altria Stock) of the Trust. It is the intention of this
Section that because Parts D, I, K and O of the Fund use share accounting and are not unitized trusts, the Trustee need not and shall not maintain a cash reserve or buffer, but shall use the proceeds from sales of Altria
Stock and Non-Altria Stock as directed by the Participant, Inactive Participant, Beneficiary or Alternate Payee to satisfy any Exchange, distribution or withdrawal requirements.
(f) Expenses of the Fund.
(1) Responsibility for Payment. All taxes, fees, brokerage
commissions and other reasonable expenses of administering the Plan and the Fund, whether in connection with services provided by third parties, or otherwise, shall be paid from the Fund to the extent not paid by the Participating Companies.
(2) Allocation of Expenses.
(A) The expenses of administering the Plan shall be allocated among the Accounts of
Participants, Inactive Participants, Beneficiaries and Alternate Payees in such manner as shall be determined from time to time by the Investment Committee. Such expenses may be allocated, pro-rata, among Participants, Inactive Participants,
Beneficiaries and Alternate Payees and may include a direct charge to the Account of the Participant, Inactive Participant, Beneficiary or Alternate Payee requesting the transaction generating the expense, or such other reasonable method as may be
determined by the Investment Committee from time to time.
(B) The fees (and
any disbursements) payable to the Altria Stock Independent Named Fiduciary and Non-Altria Stock Independent Named Fiduciary shall be paid from the Fund in a manner determined by the Investment Committee, unless such fees and disbursements are paid
by the Participating Companies.
8.03 PARTICIPANT DIRECTION OF
INVESTMENTS
(a) In General.
Subject to the limitations of this Section 8.03 of the Plan, each Participant, Inactive Participant, Beneficiary and Alternate Payee shall direct the investment of his Accounts among the Parts of the Fund. A Participant, Inactive Participant,
Beneficiary or Alternate Payee may direct the investment of his Accounts on any Business Day by one or more Exchanges, or by a Rebalancing, provided, however, that:
(1) an Exchange into or out of Part D of the Fund may only be made by a
Real-Time Trade;
(2) an exchange out of Part I, Part K, or Part O
of the Fund may only be made by a Real-Time Trade; and
(3) any
other transaction that uses the proceeds from an Exchange out of (sale of) Part D, Part I, Part K or Part O of the Fund may not be initiated until after the Real-Time Trade effecting the Exchange is settled.
64
(b) Future Contributions.
(1) Each Participant and Inactive Participant shall also direct the
investment of any future contributions to such of the Participants Accounts among the Parts of the Profit-Sharing Fund.
(2) Participants and Inactive Participants shall not be permitted to
direct the investment of future contributions to:
(A) that Subpart of Part D
designated as the ESOP Fund;
(B) Part I of the Fund;
(C) Part K of the Fund; and
(D) Part O of the Fund.
(c) Part D. A Participant, Inactive Participant, Beneficiary or Alternate Payee may
perform an Exchange through a Real-Time Trade of all or any portion of his Accounts invested in that Subpart of Part D designated as the ESOP Fund to another Part of the Fund (or perform multiple Exchanges from Part D among other Parts of the Fund),
other than the Subpart of Part D forming part of the Profit-Sharing Fund.
(d)
Default Investment Elections. In the event that the Third-Party Recordkeeper fails to receive a proper direction from a Participant, such Participants contributions shall be invested in Part G of the
Fund until the Third-Party Recordkeeper receives a proper direction.
(e)
Restrictions on Elections. Any apportionment of an investment direction among the Parts of the Fund (whether as an Exchange or a Rebalancing) shall be in integral multiples expressed in a whole percentage,
in whole or partial units of a Part (other than Part D, Part I, Part K and Part O), or in whole dollars invested in a Part, provided, however, that:
(1) if a Participant, Inactive Participant, Beneficiary or Alternate
Payee performs an Exchange out of Part D of the Fund of all whole shares of Altria Stock with respect to a specific Account (or with respect to all of his Accounts), any fractional share of Altria Stock will also be Exchanged out of Part D;
(2) if a Participant, Inactive Participant, Beneficiary or Alternate
Payee performs an Exchange out of Parts I, K or O of the Fund of all whole shares of Non-Altria Stock with respect to a specific Account (or with respect to all of his Accounts), any fractional share of Non-Altria Stock will also be Exchanged out of
Part I, K or O, as applicable.
8.04 INVESTMENT RULES
(a) In General. Subject to such rules and conditions as may be in force at the time of
the election and subject to the limitations of Section 8.03 of the Plan and this Section 8.04 of the Plan, a Participant, Inactive Participant, Beneficiary and Alternate Payee may, on any Business Day, modify his investment directions as
then in effect with respect to the investment of his Accounts and a Participant may, on any Business Day, modify his investment directions
65
as then in effect with respect to the investment of future contributions to each of his Accounts or to all of his Accounts.
(b) Restrictions.
(1) The Third-Party Recordkeeper may be directed to prohibit or limit
the number or type of modifications of investment direction with respect to any one or more Participants, Inactive Participants, Beneficiaries or Alternate Payees or as to all Participants, Beneficiaries and Alternate Payees should it be determined
that use of this feature of the Plan has, or will, become excessive, or if it is determined that such Participant, Inactive Participant, Beneficiary or Alternate Payee has violated the abusive trading practices or other policies of an Investment
Manager or of the Plan.
(2) A Participant, Inactive Participant,
Beneficiary and Alternate Payee may not perform a Rebalancing with respect to any portion of his Account invested in Part D, Part I, Part K or Part O.
8.05 BENEFICIARIES AND ALTERNATE PAYEES
If a Participant or Inactive Participant dies before distribution is made or completed, his Beneficiary may direct the investment of
such former Participants Accounts pursuant to the provisions of this ARTICLE VIII of the Plan. An Alternate Payee of either a Participant or Inactive Participant may direct the investment of that portion (or all) of the Accounts assigned to
such Alternate Payee pursuant to the Qualified Domestic Relations Order.
8.06 COMMON, COLLECTIVE
OR POOLED FUNDS
Any sale or purchase of an interest in
(a) a common or collective trust fund or pooled investment fund maintained by the Trustee or any other party in interest (as defined in ERISA) which is a bank or trust company supervised by a State or Federal agency, or (b) a pooled
investment fund of an insurance company qualified to do business in any State (as defined in ERISA) is expressly permitted with respect to any of the assets of the Fund.
8.07 INVESTMENTS IN TRUSTEE DEPOSITS
The assets in the Fund held by the Trustee may be invested in deposits of such Trustee or any party in interest (as defined in ERISA).
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ARTICLE IX
LOANS TO PARTICIPANTS
(a) Maximum Loan. A Participant may, in accordance with nondiscriminatory rules,
make application for a General Purpose Loan and a Home Purchase Loan from his Accounts in an aggregate amount not greater than the lesser of:
(1) fifty percent (50%) of the Current Value of his Accounts; or
(2) $50,000;
reduced by the amount, if any, by which the highest outstanding balance of all General Purpose and Home Purchase Loans made to the Participant pursuant
to the provisions of this ARTICLE IX of the Plan during the twelve (12) month period immediately preceding the date on which the Loan is made, exceeds the outstanding balance on the date the Loan is made of all Loans made to the Participant
pursuant to this Article.
(b) Ineligible Accounts. Loans may not be taken
from a Participants Roth Account, Roth Catch-Up Account, Qualified Nonelective Contributions Account and Supplemental Company Contributions Account.
(c) Part D, Part I, Part K and Part O. Prior to applying for a Loan pursuant to
this Section 9.01 of the Plan, the Participant must first perform an Exchange (a Real-Time Trade) out of that portion, if any, of his Accounts that is invested in Part D, Part I, Part K and/or Part O of the Fund and that is needed to satisfy
the Loan.
(d) Disbursement of Loan Proceeds. Loan proceeds may be made by
check or by any acceptable electronic transfer media.
(e) Plan Limits on
Loans.
(1) A Participant may not have more than two Loans
(either two General Purpose Loans or two Home Purchase Loans, or one General Purpose Loan and one Home Purchase Loan) outstanding at any time, and a Participant may not make an application for a second outstanding Loan within six (6) months of
his application for a first outstanding Loan. If a Participant has repaid a Loan, he may not apply for a new Loan for 30 days from the date of the repayment of the prior Loan;
(2) The minimum amount of any Loan from a Participants Accounts
shall be $1,000;
(3) Inactive Participants, Beneficiaries and
Alternate Payees are not eligible to obtain a Loan from the Plan; and
(4) A Participant on leave of absence may not apply for a Loan.
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The application for a Loan shall specify the period of repayment, which, in the case of a General Purpose Loan, shall not be more than
five years (except as provided under Section 9.04(e) of the Plan), and in the case of a Home Purchase Loan, shall not be more than 25 years.
(a) Amortization. Each Loan shall be amortized in level payments and shall bear a
fixed interest rate over the term of the Loan, provided, however, that a Participant who has received a Home Purchase Loan which has been outstanding for no less than five years may apply to change the interest rate to the rate currently in effect
at the time of the application and provided, further, that no such application may be made more frequently than every five years.
(b) Documentation of Home Purchase Loan. A Participant who applies for a Home
Purchase Loan shall provide such documentation as is deemed sufficient to demonstrate that the proceeds will be used to purchase the primary residence of the Participant.
(c) Early Repayment. A Participant may repay in full or in part the balance of any
outstanding General Purpose Loan or Home Purchase Loan at any time, provided that the level amount of amortization payments shall not be changed in the case of a partial repayment.
(d) Manner of Loan Payments. Loans shall ordinarily be repaid by periodic
deduction from the Participants paycheck. However, a Participant may repay by check or by any acceptable electronic transfer media.
(a) In General. A default shall occur upon the occurrence of one of the following
events:
(1) failure to repay the loan within five (5) years, if
a General Purpose Loan and twenty-five (25) years, if a Home Purchase Loan; or
(2) failure to make a payment before the last day of the calendar quarter
following the calendar quarter in which the payment was due; or
(3) in the case of a Participant who has incurred a severance from
employment from his Participating Company and each other member of the Controlled Group, failure to repay the loan before he has taken a distribution from the Plan.
(b) Possible Transfer of Loan to Successor Plan. In the event of the transfer of
the Accounts allocable to Participants (and their spouses and beneficiaries) of a Participating Company (or division, unit or part thereof) to the trust of another plan qualified under Section 401(a) of the Code pursuant to the provisions of
Section 13.14(a) of the Plan, outstanding balances of all Loans made to the affected Participants may not become due and payable, but may instead be transferred to and assumed by the plan to which the Accounts are transferred.
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(c) Death of Participant. If a
Participant dies before the principal balance of any outstanding Loan is repaid in full, such principal balance must be repaid by the deceased Participants estate no later than the last day of the calendar quarter next succeeding the calendar
quarter in which the Participant died.
(d) Future Loans Prohibited. A
Participant who has defaulted on the repayment of a Loan may not obtain any future Loan from his Accounts unless and until he or she has repaid the defaulted loan (including accrued interest); provided, however, that a failure to repay a Loan with
an outstanding balance of not more than $10 shall not be considered a default.
(e) USERRA. Loan repayments may be suspended under the Plan as permitted under
Section 414(u)(4) of the Code.
9.05 |
INVESTIGATIONS; POSSIBLE IMPLICATIONS OF
MISREPRESENTATION |
Investigations may be conducted and a Participant may be
required to make representations or warranties as are deemed desirable or necessary to carry out the purpose of this ARTICLE IX of the Plan. Any misrepresentation or omission of a material fact made by the Participant in connection with an
application for a loan under this ARTICLE IX of the Plan may be cause for dismissal of employment.
The Account of a Participant may be charged for obtaining a Loan and for maintaining a Loan.
9.07 |
SECTION 16 OF SECURITIES EXCHANGE ACT OF 1934
|
Notwithstanding the preceding provisions of this ARTICLE IX of the Plan, a Participant who is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 may request that any Loan not be made from that portion of his Accounts that is invested in Part D of the Fund.
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ARTICLE X
PLAN ADMINISTRATION
10.01 THE ADMINISTRATOR
(a) Named Fiduciary. The Administrator is a Named Fiduciary.
(b) Power to Delegate. The general administration of the Plan shall be vested in
the Administrator; provided, however, that the Administrator may delegate or assign its authority to one or more delegates or assignees to carry out certain responsibilities with respect to the administration of the Plan as set forth in the Plan and
in the Trust Agreement.
(c) Reports of Delegates. Each delegate or assignee
of the Administrator who has been authorized to exercise administrative responsibilities and powers under the Plan shall periodically report to the Administrator on its exercise thereof and the discharge of such responsibilities.
10.02 INVESTMENT COMMITTEE
(a) Named Fiduciary. The Investment Committee is a Named Fiduciary.
(b) Authority. Subject to the delegation of such authority pursuant to the
provisions of this Plan, the Investment Committee shall have full authority with respect to the operation and management of the investment of the assets of the Plan, other than Part D, Part I, Part K and Part O of the Fund, including by way of
example, but not of limitation:
(1) to monitor the investment
performance of the Parts of the Fund (other than Part D, Part I, Part K and Part O);
(2) to select the Parts of the Fund (other than Part D of the Fund or any
other similar fund or investment option that invests primarily or exclusively in Altria Stock, Mondelēz Stock, PMI Stock, Kraft Heinz Company Stock, or in any other single security that is derived from Altria Stock or Non-Altria Stock, such as
a security that has been spun-off to the shareholders of Altria Group Inc., Mondelēz International, Inc., Philip Morris International Inc. or The Kraft Heinz Company) in which Participants, Inactive Participants, Beneficiaries and Alternate
Payees may invest the balance in their Accounts;
(3) to appoint one
or more Investment Managers to manage (including the power to acquire or dispose of) one or more Parts or any portion of a Part of the Fund (other than Part D, Part I, Part K and Part O);
(4) to appoint one or more successor Trustees and to enter into a trust
agreement with the Trustee or any successor Trustee;
(5) to appoint
an Investment Advisor (as referenced in Section 1.49(c) of the Plan) to render investment advice to Participants, Inactive Participants, Beneficiaries and Alternate Payees with respect to the investment of their Accounts under the Plan, which
Investment Advisor shall acknowledge in writing to the Investment Committee that it is a
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fiduciary with respect to the Plan. The Investment Advisor shall render such investment advice to any Participant, Inactive Participant, Beneficiary and Alternate Payee who requests it and who
furnishes to the Investment Advisor such information as it may reasonably request. A Participant, Inactive Participant, Beneficiary or Alternate Payee may accept, reject or modify the investment recommendations of the Investment Advisor; and
(6) to determine the expenses of administering the Plan and the
investment of the Plans assets which shall be payable from the Fund, which determination shall not be the responsibility of the Administrator.
(c) Authority to Delegate. The Investment Committee may delegate part of its
responsibilities and powers to any person or persons selected by it. Any such delegation may be revoked at any time. Any delegate exercising Investment Committee responsibilities and powers under this Section 10.02 of the Plan shall
periodically report to the Investment Committee on its exercise thereof and the discharge of such responsibilities.
(d) Action. The Investment Committee may act by a majority of its number then in
office, either by vote at a meeting or in writing without a meeting. Any act of the Investment Committee shall be sufficiently evidenced if certified by the Secretary of the Investment Committee, any two (2) members thereof, or in accordance
with any by-laws adopted by the Investment Committee.
10.03 MONITORING COMMITTEE
The Monitoring Committee shall have the sole responsibility to monitor the Altria Stock Independent Named Fiduciary and each
Non-Altria Stock Independent Named Fiduciary to determine in their sole judgment and discretion whether each such Independent Named Fiduciary continues to have the qualifications, capacity and personnel to discharge its respective obligations under
the Plan and to direct the Administrator to amend the Plan to replace the Altria Stock Independent Named Fiduciary and each Non-Altria Stock Independent Named Fiduciary.
10.04 MANAGEMENT COMMITTEE
(a) Authority. The Management Committee shall be responsible for reviewing partial
or complete denials of claims for benefits by the Administrator, but only to the extent that a Participant, Inactive Participant or Beneficiary (or an authorized representative) timely requests such a review pursuant to the claims procedure set
forth in Section 13.05 of the Plan.
(b) Action. The Management Committee
may act by a majority of its number then in office, either by vote at a meeting or in writing without a meeting. Any act of the Management Committee shall be sufficiently evidenced if certified by the Secretary of the Management Committee, any two
(2) members thereof, or in accordance with any by-laws adopted by the Management Committee. The Management Committee is not required to meet regularly or periodically, but only if its responsibilities require it to act at a meeting.
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10.05 ALTRIA STOCK INDEPENDENT
NAMED FIDUCIARY
(a) Named
Fiduciary. The Altria Stock Independent Named Fiduciary is a Named Fiduciary.
(b) Authority. Subject to the provisions of Section 8.02(a)(4) of the Plan,
the Altria Stock Independent Named Fiduciary shall have full authority with respect to the management of the investment of Part D of the Fund, including the following duties:
(1) to monitor Altrias financial condition to determine, in its
sole discretion, whether permitting Participants, Inactive Participants, Beneficiaries and Alternate Payees to make new investments in Altria Stock through the Altria Stock investment option is no longer consistent with ERISA;
(2) to monitor Altrias financial condition to determine, in its
sole discretion, whether holding Altria Stock in Part D of the Fund is no longer consistent with ERISA and, if so, to determine when and how to liquidate, in whole or in part, the Plans holdings in Altria Stock in Part D of the Fund;
(3) if the Altria Stock Independent Named Fiduciary exercises the
authority provided for in clause (2), to direct the investment of any proceeds from any sale or other disposition of Altria Stock into Part A of the Fund (US Government Obligations Fund), or other investment option the Altria Stock Independent Named
Fiduciary so directs, pending the investment election of Participants, Inactive Participants, Beneficiaries and Alternate Payees;
(4) to communicate its decisions to Participants, Inactive Participants,
Beneficiaries and Alternate Payees using the Plans normal distribution methods;
(5) to establish procedures to ensure the confidentiality of information
relating to the holding and sale of interests in Part D of the Fund and on the exercise of voting, tender and similar rights by Participants, Inactive Participants, Beneficiaries and Alternate Payees;
(6) to determine, in its sole discretion, whether (i) a public
tender or exchange offer that is made for the purchase or exchange of less than five percent (5%) of the outstanding shares of Altria Stock, and (ii) is made pursuant to Section 14(e) of the Act and Regulation 14E, should be passed
through to Plan Participants, Inactive Participants, Beneficiaries and Alternate Payees and if the Altria Stock Independent Named Fiduciary determines that tender offer materials should not be provided to Participants, Inactive Participants,
Beneficiaries and Alternate Payees, it shall direct the Trustee in writing as to whether shares of Altria Stock should or should not be tendered pursuant to such offer, provided that ALCS or the transfer agent for the shares of Altria Stock timely
notifies the Altria Stock Independent Named Fiduciary of the tender offer;
(7) to review any communications to Participants, Inactive Participants,
Beneficiaries and Alternate Payees by the Plan, the Plans Third-Party Recordkeeper or the Company regarding Part D of the Fund; and
72
(8) to direct such
Plans Trustee and custodian to execute and deliver to the Altria Stock Independent Named Fiduciary such forms and other documents as the Altria Stock Independent Named Fiduciary may determine are advisable to be filed with the Securities and
Exchange Commission or other governmental agency.
(c) Prior Amendment Not
Required. Any exercise of the duties by the Altria Stock Independent Named Fiduciary granted to it pursuant to Section 10.05(b) of the Plan shall not require an amendment of the Plan prior to the initiation of the exercise of any such duty.
10.06 NON-ALTRIA STOCK INDEPENDENT NAMED
FIDUCIARY
(a) Named Fiduciary. Each
Non-Altria Stock Independent Named Fiduciary is a Named Fiduciary.
(b) Authority. Subject to the provisions of Sections 8.02(a)(9), 8.02(a)(11), and
8.02(a)(15) of the Plan, the Non-Altria Stock Independent Named Fiduciary of Part I, Part K and/or Part O of the Fund shall have full authority with respect to the management of the investment of the Part or Parts for which it has been designated as
Named Fiduciary, including the following duties:
(1) to monitor the
financial condition of the Non-Altria Stock for which it has been designated as Named Fiduciary to determine, in its sole discretion, whether holding the Non-Altria Stock in Part I, Part K or Part O of the Fund, as applicable, is no longer
consistent with ERISA and, if so, to determine when and how to liquidate, in whole or in part, the Plans holdings in such Non-Altria Stock;
(2) if the Non-Altria Stock Independent Named Fiduciary exercises the
authority provided for in clause (1), to direct the investment of any proceeds from any sale or other disposition of such Non-Altria Stock into Part A of the Fund (US Government Obligations Fund), or other investment option the Non-Altria Stock
Independent Named Fiduciary so directs, pending the investment election of Participants, Inactive Participants, Beneficiaries and Alternate Payees;
(3) to communicate its decisions to Participants, Inactive Participants,
Beneficiaries and Alternate Payees using the Plans normal distribution methods;
(4) to establish procedures to ensure the confidentiality of information
relating to the holding and sale of interests in the Part of the Fund (Part I, K or O) for which it has been designated as Named Fiduciary and on the exercise of voting, tender and similar rights by Participants, Inactive Participants, Beneficiaries
and Alternate Payees;
(5) to determine, in its sole discretion,
whether (i) a public tender or exchange offer that is made for the purchase or exchange of less than five percent (5%) of the outstanding shares of Non-Altria Stock in a Part of the Fund for which it has been designated as Named Fiduciary,
and (ii) is made pursuant to Section 14(e) of the Act and Regulation 14E, should be passed through to Plan Participants, Inactive Participants, Beneficiaries and Alternate Payees and if the Non-Altria Stock Independent Named Fiduciary
determines that tender offer materials should not be provided to Participants, Inactive Participants, Beneficiaries and Alternate Payees, it shall direct the Trustee in writing as to whether shares of the Non-Altria Stock should or should not be
tendered
73
pursuant to such offer, provided that ALCS or the transfer agent for the shares of the Non-Altria Stock timely notifies the Non-Altria Stock Independent Named Fiduciary of the tender offer;
(6) to review any communications to Participants, Inactive Participants,
Beneficiaries and Alternate Payees by the Plan, the Plans Third-Party Recordkeeper or the Company regarding the Part of the Fund (Part I, K or O) for which it has been designated as Named Fiduciary; and
(7) to direct the Plans Trustee and custodian to execute and
deliver to the Non-Altria Stock Independent Named Fiduciary such forms and other documents as the Non-Altria Stock Independent Named Fiduciary may determine are advisable to be filed with the Securities and Exchange Commission or other governmental
agency.
Notwithstanding the use of the general terms Non-Altria Stock, Non-Altria Stock Fund, and
Non-Altria Stock Independent Named Fiduciary in the Plan, each Non-Altria Stock Independent Named Fiduciary is separate and distinct from the other Non-Altria Stock Independent Named Fiduciaries and shall be responsible only for the
Non-Altria Stock for which it has been designated as Named Fiduciary.
(c) Prior
Amendment Not Required. Any exercise of the duties by a Non-Altria Stock Independent Named Fiduciary granted to it pursuant to Section 10.06(b) of the Plan shall not require an amendment of the Plan prior to the initiation of the exercise
of any such duty.
10.07 THE FIDUCIARIES
(a) In General. The duties and powers of the Fiduciaries shall be as set forth in
the Plan and in the Trust Agreement.
(b) Allocation of Responsibilities. The
fiduciary responsibilities of the Named Fiduciaries shall be allocated as follows:
(1) Administrator. The Administrator shall have the
responsibility, exclusive from the other Fiduciaries, as the Named Fiduciary with respect to the management of the Plan as it relates to the administration of the Plan and shall have no authority or responsibility:
(A) with respect to the management of the Fund, which shall be the sole
responsibility of the Investment Committee, the Altria Stock Independent Named Fiduciary and each Non-Altria Stock Independent Named Fiduciary, as allocated among them as set forth below;
(B) with respect to the duties of the Monitoring Committee set forth in
Section 10.03 of the Plan; and
(C) with respect to the duties
of the Management Committee set forth in Section 10.04 of the Plan.
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(2) Monitoring
Committee. The Monitoring Committee shall have the responsibility, exclusive of the other Fiduciaries, with respect to the duties set forth in Section 10.03 of the Plan and shall have no authority and responsibility with respect to:
(A) the management of the Plan or in the administration of the Plan,
which shall be the sole responsibility of the Administrator; and
(B) the management of the Fund, including any Part of the Fund, which
shall be the sole responsibility of the Investment Committee, the Altria Stock Independent Named Fiduciary and each Non-Altria Stock Independent Named Fiduciary, as allocated among them as set forth below; and
(C) the duties of the Management Committee set forth in
Section 10.04 of the Plan.
(3) Altria Stock Independent
Named Fiduciary. The Altria Stock Independent Named Fiduciary shall have the responsibility, exclusive from the other Fiduciaries, as the Named Fiduciary with respect to the duties set forth in Section 10.05(b) of the Plan and shall have no
authority or responsibility with respect to:
(A) In the management
of the Plan or in the administration of the Plan, which shall be the sole responsibility of the Administrator;
(B) the management of any Part of the Fund other than Part D of the
Fund, which other Parts shall be the sole responsibility of the Investment Committee, and each Non-Altria Stock Independent Named Fiduciary, as allocated among them;
(C) the duties of the Management Committee set forth in
Section 10.04 of the Plan; and
(D) the duties of the
Monitoring Committee set forth in Section 10.03 of the Plan.
(4) Non-Altria Stock Independent Named Fiduciary. Each Non-Altria
Stock Independent Named Fiduciary shall have the responsibility, exclusive from the other Fiduciaries, as the Named Fiduciary with respect to the duties set forth in Section 10.06(b) of the Plan, as applicable to each Non-Altria Stock for which
it serves as a Named Fiduciary and shall have no authority or responsibility with respect to:
(A) the management of the Plan or in the administration of the Plan,
which shall be the sole responsibility of the Administrator;
(B) the management of any Part of the Fund other than the Part or Parts
of the Fund (Part I, Part K and/or Part O of the Fund) for which it has been designated as Named Fiduciary, which other Parts shall be the sole responsibility of the Investment Committee, the Altria Stock Independent Named Fiduciary and any other
Non-Altria Stock Independent Named Fiduciary, as allocated among them;
75
(C) the duties of the
Management Committee set forth in Section 10.04 of the Plan; and
(D) the duties of the Monitoring Committee set forth in
Section 10.03 of the Plan.
In the event that there is more than one Non-Altria Stock Independent Named Fiduciary, then each
Non-Altria Stock Independent Named Fiduciary shall only have the responsibility, exclusive from each other Non-Altria Stock Independent Named Fiduciary, with respect to the duties set forth in Section 10.06 of the Plan only with respect to each
Non-Altria Stock for which it serves as the Named Fiduciary.
(5) Investment Committee. The Investment Committee shall have the
responsibility, exclusive from the other Fiduciaries, as the Named Fiduciary with respect to the management or disposition of the Fund, except Part D of the Fund, Part I of the Fund, Part K of the Fund and Part O of the Fund, including the
appointment of an Investment Advisor to offer investment advice to Participants, Inactive Participants, Beneficiaries and Alternate Payees with respect to the investment of their Accounts under the Plan and shall have no authority or responsibility
with respect to:
(A) the management of the Plan or in the
administration of the Plan, which shall be the sole responsibility of the Administrator;
(B) Part D of the Fund, which shall be the sole responsibility of the
Altria Stock Independent Named Fiduciary;
(C) Part I, Part K and
Part O of the Fund, which shall be the sole responsibility of a Non-Altria Stock Independent Named Fiduciary;
(D) the duties of the Management Committee set forth in
Section 10.04 of the Plan; and
(E) the duties of the Monitoring
Committee set forth in Section 10.03 of the Plan.
(c) Counsel and
Agent. The Fiduciaries may employ counsel and agents and engage such clerical, financial, investment and actuarial services as they deem expedient.
(d) Remuneration of Fiduciaries. Any Fiduciary (other than an employee of a
Participating Company) may receive from the Fund such reasonable remuneration for his services as the Investment Committee may from time to time determine.
(e) Administrative Expenses. All expenses incurred by a Fiduciary (other
than a Fiduciary who is an employee of a Participating Company, whether such employee serves as a Fiduciary individually or as a member of a committee) in the administration of the Plan, management of Plan assets or otherwise, including compensation
of such officers, actuary, counsel, agents or agencies as may be appointed or employed, shall be paid from the Fund to the extent authorized by the Investment Committee, and to the extent that the expenses are not paid by the Fund, shall be paid by
the Participating Companies.
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ARTICLE XI
AMENDMENT OR TERMINATION
11.01 |
AMENDMENT OF THE PLAN |
(a) Power to Amend. The Board may amend, retroactively or otherwise,
suspend, or terminate the Plan or the Trust Agreement, in whole or in part; provided, however, that authority to amend the Plan is delegated to the following entities or individual where approval of the Plan amendment or amendments by the
shareholders of Altria is not required:
(1) to the Committee,
if the amendment (or amendments) will not increase the annual expenditure of the Plan by more than ten million dollars ($10,000,000); and
(2) to the Administrator, as settlor, if the amendment (or amendments)
will not increase the annual expenditure of the Plan by more than five-hundred thousand dollars ($500,000).
(b) Reservation of Authority. Notwithstanding the foregoing authority of
the Board, the Committee and the Administrator to amend the Plan, only the Administrator, upon the direction of the Monitoring Committee, is authorized to amend the Plan to remove the Altria Stock Independent Named Fiduciary and/or any Non-Altria
Stock Independent Named Fiduciary and to appoint any successor thereto.
(c) Authority of Participating Company. Each Participating Company reserves
the right to terminate its participation in the Plan, by delivering to the Trustee and the Committee a copy of such amendment, suspension or termination, as duly incorporated in a resolution of the Board or of the board of directors of such
Participating Company, as the case may be.
(d) Limitation on Authority of
Board. The Board shall have no power to:
(1) increase the
aggregate Contribution and contribution to the Hourly Plan for any year to an amount in excess of three percent (3%) of Consolidated Earnings for such year; or
(2) cause or permit any part of the Fund to be used for or diverted to
purposes other than for the exclusive benefit of Participants, Inactive Participants and their Beneficiaries.
11.02 TERMINATION OF THE PLAN
(a) In General. Upon the termination or partial termination of the Plan or
upon complete discontinuance of contributions thereto, the rights of all Participants and Inactive Participants to amounts credited to the Participants and Inactive Participants Accounts shall be nonforfeitable. Upon the occurrence of
any of such events, the Administrator and the Investment Committee, in accordance with the direction of the Board, shall direct the Trustee either:
(1) to continue to act in accordance with the Plan and the Trust
Agreement until all assets have been distributed in accordance with the Plan or until such time as the
77
Board directs distribution in accordance with the provisions of Section 11.02(a)(2) of the Plan; or
(2) to distribute all assets remaining in the Fund to Participants,
Inactive Participants, their Beneficiaries, Alternate Payees or legal representatives in accordance with the Current Value of the Participants or Inactive Participants (or Beneficiaries or Alternate Payees) Accounts, less the
Current Value of the Participants or Inactive Participants Loan Accounts, as of a date to be determined by the Board.
(b) Ongoing Powers. The Administrator, Investment Committee, the Monitoring
Committee, Altria Stock Independent Named Fiduciary and each Non-Altria Stock Independent Named Fiduciary shall continue to act with full powers hereunder until the completion of the distribution of such assets.
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ARTICLE XII
RESTRICTIONS ON ALIENATION AND ASSIGNMENT
12.01 NONALIENATION OF ACCOUNTS
(a) In General. The right of any person to receive any distribution or to
withdraw any amount pursuant to the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge or to the creation, assignment or recognition of a right to any benefits under the
Plan and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same, or to create, assign or recognize a right to the same shall be void; nor shall said right be in any manner liable for or subject to the debts,
contracts, liabilities, engagements or torts of any such person.
(b) Exceptions. Notwithstanding the preceding, payment(s) may be made from
a Participants Accounts pursuant to:
(1) a federal tax
levy made pursuant to Section 6331 of the Code;
(2) a judgment
in favor of the United States resulting from an unpaid tax assessment;
(3) a domestic relations order that has been determined to be a
Qualified Domestic Relations Order; or
(4) a judgment or settlement
that orders or requires the Participant to pay an amount to the Plan in accordance with Section 401(a)(13)(C) of the Code and the amount so ordered or required is offset from the Participants or Inactive Participants Accounts.
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ARTICLE XIII
GENERAL PROVISIONS
13.01 NO CONTRACT OF EMPLOYMENT
The adoption and maintenance of the Plan shall not be deemed to constitute a contract between any Participating Company and any Employee
or to be a consideration for, or an inducement or condition of, the employment of any person. Nothing herein contained shall be deemed to give any Employee the right to be retained in the service of a Participating Company or to interfere with the
right of any Participating Company to discharge any Employee at any time.
13.02 ALTRIA STOCK
VOTING
(a) In General. Full and
fractional shares of Altria Stock invested in Part D (including both Subparts thereof) and allocated to any Account shall be voted by the Trustee in accordance with, and upon instructions of the Participant, Inactive Participant, Beneficiary or
Alternate Payee given on forms provided for that purpose. Such forms, together with all information distributed to stockholders regarding the exercise of such rights, shall be provided to each Participant, Inactive Participant, Beneficiary or
Alternate Payee whose Accounts are invested in Part D (including both Subparts thereof). Upon timely receipt of instructions, the Trustee shall vote such shares as so instructed. Shares of Altria Stock for which the Trustee has not received voting
instructions shall be voted in accordance with the terms of the Trust Agreement.
(b) Account Holder as Named Fiduciary. Except as provided in
Section 10.05(b)(6), a Participant, Inactive Participant, Beneficiary or Alternate Payee shall be the Named Fiduciary with respect to the voting and tendering of shares of Altria Stock invested in Part D and allocated to his Accounts.
13.03 NON-ALTRIA STOCK VOTING
(a) In General. Full and fractional shares of any Non-Altria Stock invested in a
Non-Altria Stock Investment Option and allocated to any Account shall be voted by the Trustee in accordance with, and upon instructions of the Participant, Inactive Participant, Beneficiary or Alternate Payee given on forms provided for that
purpose. Such forms, together with all information distributed to stockholders regarding the exercise of such rights, shall be provided to each Participant, Inactive Participant, Beneficiary or Alternate Payee whose Accounts are invested in a
Non-Altria. Upon timely receipt of instructions, the Trustee shall vote such shares as so instructed. Shares of Non-Altria Stock for which the Trustee has not received voting instructions shall be voted in accordance with the terms of the Trust
Agreement.
(b) Account Holder as Named Fiduciary. Except as provided in
Section 10.06(b)(5), a Participant, Inactive Participant, Beneficiary or Alternate Payee shall be the Named Fiduciary with respect to the voting and tendering of shares of Non-Altria Stock invested in a Non-Altria Stock Investment Option and
allocated to his Accounts.
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13.04 DETERMINATION OF BENEFICIARY
PURSUANT TO SECTION 6.05 OF THE PLAN
(a) Notice of Benefit Determination. If the Administrator determines that the
Spouse of the Participant or Inactive Participant is not the Beneficiary of the Plan, the Administrator will furnish to the Spouse a written explanation of the determination. This explanation will:
(1) set forth the specific reason or reasons for the determination;
(2) refer to the specific provisions of the Plan on which it is based;
(3) explain the time limits within which the Spouse may file an
appeal;
(4) include a statement of the right to bring a civil action
under Section 502(a) of ERISA following an adverse determination on review; and
(5) inform the Spouse that failure to file an appeal within the allotted
time period will preclude judicial review of the Administrators determination.
(b) Timing of Denial Notice. The explanation of the Administrator will normally be
sent to the Claimant no more than 180 days after the death of the Participant or Inactive Participant. However, if special circumstances require an extension of time to make a determination, the Spouse will be notified of the decision of the
Administrator no later than 365 days from the date of the Spouses death. The explanation of the Administrator may be sent to the Spouse in writing or by electronic notification.
(c) Request for Review of Denied Claim. Within 60 days after receiving the notice
of determination by the Administrator, the Spouse may write to the Management Committee to request a full and fair review of the Administrators determination. The request should be accompanied by any documents, records and other information
relating to the claim for benefits that are potentially relevant to the review of the Administrators determination. The Spouse will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and
other information relating to the Administrators determination.
(d) Notice
of Denial on Review. The Management Committee will send the Spouse its decision. Any decision of the Management Committee which completely or partially upholds the Administrators determination will:
(1) set forth the specific reason or reasons for the determination;
(2) refer to the specific provisions of the Plan on which it is based;
(3) include a statement that the Spouse may receive, upon request
and free of charge, reasonable access to, and copies of, all documents, records and other information relating to the determination;
(4) include a statement describing any voluntary appeal procedures
offered by the Plan and the right to obtain information about these procedures; and
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(5) include a statement of
the Spouses right to bring a civil action under Section 502(a) of ERISA following the decision of the Management Committee.
(e) Timing of Notice on Review. A decision will be made by the Management
Committee within sixty (60) days after it receives the written request for review. The review by the Management Committee will take into account all comments, documents, records and other information submitted by the Spouse without regard to
whether such information was submitted or considered in the initial determination of the Administrator. However, if special circumstances require an extension of time for a decision, the Spouse will be notified in writing of the circumstances that
require the extension and the date by which the Management Committee expects to render a decision. The Spouse will be notified of the decision of the Management Committee no later than 120 days from the date that the Administrator made the original
determination under this Section. The decision may be sent to the Spouse in writing or by electronic notification.
13.05 DENIAL OF CLAIMS FOR BENEFITS
(a) Notice of Benefit Denial. If the Administrator denies a request for a
distribution of or a withdrawal from an Account, the Administrator will furnish to the Claimant a written explanation of the complete or partial denial of benefits under the Plan. This explanation will:
(1) set forth the specific reason or reasons for the adverse
determination;
(2) refer to the specific provisions of the Plan on
which it is based;
(3) describe any additional material or
information that may be needed for the claim to be processed;
(4) explain why such additional material or information is necessary;
(5) explain the Plans claim review procedure, including the
time limits within which to file an appeal; and
(6) include a
statement of the right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.
(b) Timing of Denial Notice. The explanation of the Administrator will normally be
sent to the Claimant no more than 90 days after the claim for benefits was filed with the Administrator. However, if special circumstances require an extension of time to process the claim, the Claimant will be notified in writing of the
circumstances that require the extension and the date by which the Administrator expects to render a decision. The Claimant will be notified of the decision of the Administrator no later than 180 days from the date the application for benefits was
received. The explanation of the Administrator may be sent to the Claimant in writing or by electronic notification.
(c) Request for Review of Denied Claim. Within 60 days after receiving the notice
of complete or partial denial by the Administrator, the Claimant may write to the Management Committee to request a full and fair review of the complete or partial denial by the Administrator. The request should be accompanied by any documents,
records and other information relating to the claim for benefits that the Claimant has in support of the claim. The Claimant will be
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provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relating to the claim for benefits.
(d) Notice of Denial On Review. The Management Committee will send the Claimant
its decision. Any decision of the Management Committee which completely or partially denies benefits will:
(1) set forth the specific reason or reasons for the adverse
determination;
(2) refer to the specific provisions of the Plan on
which it is based;
(3) include a statement that the Claimant may
receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relating to the claim for benefits;
(4) include a statement describing any voluntary appeal procedures
offered by the Plan and the right to obtain information about these procedures; and
(5) include a statement of the Claimants right to bring a civil
action under Section 502(a) of ERISA following the decision of the Management Committee.
(e) Timing of Notice on Review. A decision will be made by the Management
Committee within sixty (60) days after it receives the written request for review. The review by the Management Committee will take into account all comments, documents, records and other information submitted by the Claimant without regard to
whether such information was submitted or considered in the initial determination of the Administrator. However, if special circumstances require an extension of time for a decision, the Claimant will be notified in writing of the circumstances that
require the extension and the date by which the Management Committee expects to render a decision. The Claimant will be notified of the decision of the Management Committee no later than 120 days from the date the application for benefits was
received. The decision may be sent to the Claimant in writing or by electronic notification.
13.06 QUALIFIED
DOMESTIC RELATIONS ORDERS
(a) Notice Upon Receipt. Upon receipt of any judgment, decree or order (including
approval of a property settlement agreement) pursuant to a State domestic relations law claimed to be a Qualified Domestic Relations Order, the Plan shall promptly notify the Participant or Inactive Participant whose Accounts may be subject thereto
and any Alternate Payee specified therein of the receipt thereof and the Plans procedures for determining whether such judgment, decree or order is a Qualified Domestic Relations Order.
(b) Determination of Qualification. The Plan shall determine, within a reasonable
period of time after receipt thereof, whether such judgment, decree or order is a Qualified Domestic Relations Order and shall notify the affected Participant or Inactive Participant and each Alternate Payee of such determination.
(c) QDRO Procedures. Reasonable procedures shall be established to determine
whether a judgment, decree or order (including approval of a property settlement agreement) pursuant to a State domestic relations law is a Qualified Domestic Relations Order and to administer distribution of benefits pursuant to such Qualified
Domestic Relations Order.
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(d) Separate Accounting. Pending
final determination as to whether a judgment, decree or order is a Qualified Domestic Relations Order by the Plan, a court of competent jurisdiction, or otherwise, the Trustee or Third-Party Recordkeeper shall separately account for that portion of
the Participants or Inactive Participants Accounts which would have been payable to the Alternate Payee during such period if such order had been determined to be a Qualified Domestic Relations Order.
(1) If, within the eighteen (18) month period beginning on the date
on which the first payment would be required to be made under the claimed Qualified Domestic Relations Order, the judgment, decree or order is finally determined to be a Qualified Domestic Relations Order, the Trustee shall be directed to pay the
separately accounted for amounts (plus any interest thereon) to the Alternate Payee entitled thereto.
(2) If, within the eighteen (18) month period beginning on the date
on which the first payment would be required to be made under the claimed Qualified Domestic Relations Order, the judgment, decree or order is finally determined not to be a Qualified Domestic Relations Order, or no such determination has been made,
the Trustee shall be directed to pay or credit the separately accounted for amounts (plus any interest thereon) to the Participant, Inactive Participant or Beneficiary entitled thereto as if no judgment, decree or order had been served. Any
subsequent determination that such judgment, decree or order is a Qualified Domestic Relations Order shall apply to benefits paid or payable on or after the date of such determination.
13.07 OFFSET FOR INDEBTEDNESS TO PARTICIPATING
COMPANY
In case any person entitled to a distribution or a withdrawal from the Plan shall be
indebted to a Participating Company, the amount of such indebtedness shall be deducted from the amount of any such distribution or withdrawal, in accordance with regulations promulgated by the Department of the Treasury. The amount of such deduction
shall be paid to the Participating Company.
13.08 PAYMENTS TO INFANTS
OR INCOMPETENTS
If any person entitled to a
payment under the Plan is an infant, or if it is determined that any such person is incompetent by reason of physical or mental disability, the payments becoming due to such person may be made to another for his benefit, without any responsibility
of the Administrator, the Trustee or the Third-Party Recordkeeper for the application of such payments. Payments made pursuant to such power shall operate, to the extent thereof, as a complete discharge of all obligations arising pursuant to the
Plan and the Trust Agreement.
13.09 UNCASHED CHECKS
(a) Change of Address. Each Participant, Inactive Participant, Beneficiary and
Alternate Payee shall advise the Plan of his current address and shall notify the Third-Party Recordkeeper of any change in address.
(b) Checks Outstanding After Three (3) Months. If any check representing
payment of a benefit under the Plan is not cashed within three (3) months from the date it is issued, the Third-Party Recordkeeper shall attempt to confirm the correct address. The Third-Party Recordkeeper may then void any of the
aforementioned checks and may issue
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replacement checks with notice that any replacement checks not cashed within three (3) months may also be voided. The Third-Party Recordkeeper may void any checks or replacement checks not
cashed and the funds shall be returned to the Accounts of the Participant, Inactive Participant or Alternate Payee.
(c) Payee Cannot Be Located. In addition, if the Third-Party Recordkeeper is
unable to locate a Participant, Inactive Participant, Beneficiary or Alternate Payee for whom a distribution is required under the provisions of ARTICLE VI within six (6) months after all or any portion of an Account is required to be payable
(whether by operation of law, pursuant to the provisions of the Plan, or otherwise), the Third-Party Recordkeeper shall make all reasonable efforts to locate such Participant, Inactive Participant, Beneficiary or Alternate Payee and shall mail a
notice by certified mail to the last known address of such person. The funds shall not escheat to any state or revert to any party but shall be treated as forfeited and applied to reduce the Contribution and/or Company Match Contributions on behalf
of such Participants Participating Company for the year in which such Account is forfeited.
(d) Claim For Forfeited Benefit. If a Participant, Inactive Participant,
Beneficiary or Alternate Payee who the Third-Party Recordkeeper has been unable to locate makes a claim for distribution of all or a portion of the balance in his Accounts, the amount so forfeited shall be restored from amounts forfeited and used to
reduce the Contribution and/or Company Match Contributions on behalf of such Participants Participating Company in the same year as the year the amount is to be restored to such Participant, Inactive Participant, Beneficiary or Alternate
Payee.
(1) In the event there are insufficient forfeitures in that
year from which to restore a Participants, Inactive Participants, Beneficiarys or Alternate Payees Accounts, the Participants Participating Company shall make such additional contribution as is necessary to make up for
any shortfall.
(2) The Administrator may, in his sole discretion,
credit the amount so restored with interest at the rate credited pursuant to Part C of the Fund from the date of forfeiture to the date of restoration, or for such other period as the Administrator shall, in his sole discretion, determine. Such
interest may be credited only if the Administrator determines that the amounts were forfeited due to the fault of the Participating Companies.
13.10 ADMINISTRATIVE RESTRICTIONS
Notwithstanding the preceding provisions of the Plan, the Administrator may prevent a Participant, Inactive Participant, Beneficiary or
Alternate Payee from exercising control over the investment of his Account, or from taking a loan, withdrawal or distribution from the Plan in those instances which the Administrator believes (or has good reason to believe) that the Participant,
Inactive Participant, Beneficiary or Alternate Payee has been (or is expected to be) divested of all or a portion of the Account (for example, if a Federal tax levy has been served on the Administrator or his delegate or if the Administrator, in
accordance with the procedures adopted pursuant to the provisions of this Plan, places a freeze on the Account in anticipation of the service of a judgment, decree or order believed to be a Qualified Domestic Relations Order), or if the
Participant, Inactive Participant, Beneficiary or Alternate Payee has filed a change of address application with the Administrator. The Administrator may place such
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restrictions on an Account for as long as the Administrator may determine in his sole and absolute discretion.
13.11 FIDUCIARY DISCRETION
Except in those cases in which the power of determination is expressly reserved to a Participating Company, the appropriate Fiduciary
shall have full power and discretionary authority to determine all matters arising in the administration, interpretation and application of the Plan, including discretionary authority to construe Plan terms and provisions. The appropriate Plan
Fiduciary shall also have discretionary power to determine all questions that arise under the Plan such as the eligibility of any employee of a Participating Company to participate in the Plan, to determine the amount of any benefit to which any
person is entitled to under the Plan, to make factual determinations and to remedy any ambiguities, inconsistencies or omission of any kind. Benefits under the Plan will be paid only if the appropriate Fiduciary decides in his or its discretion that
the applicant is entitled to them.
13.12 APPLICABLE LAW
Except as otherwise required by ERISA, the Plan shall be construed and enforced and its provisions shall be administered according to
the laws of the State of New York.
13.13 USERRA
(a) Upon Reemployment Following Service in the Uniformed Service of the United
States. Notwithstanding any provision of this Plan to the contrary, contributions, benefits and eligibility service credit with respect to reemployment by a Participating Company of a Participant following Service in the Uniformed Service of the
United States will be provided in accordance with Section 414(u) of the Code. Reasonable procedures may be adopted in compliance with Section 414(u) of the Code.
(b) Death During Service in the Uniformed Service of the United States.
Effective for deaths occurring on or after January 1, 2007, an Employee who dies while performing Service in the Uniformed Service of the United States shall be deemed reemployed by his Participating Company on the day prior to death and
terminated on his or her date of death.
(1) Employees who
are deemed reemployed under the provisions of this subsection (b) shall be entitled to such contributions and eligibility service credit under Section 414(u) of the Code as they would receive if they were actually reemployed following a
period of Service in the Uniformed Services of the United States.
(2) The amount of Company Match Contributions allocated to the Account of
an Employee treated as reemployed under this subsection (b) shall be determined on the basis of the Employees average actual Salary Reduction Contributions and After-Tax Contributions, as the case may be, for the lesser of:
(A) the 12 months of employment with the Employees Participating
Company; or
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(B) the Employees
actual period of employment with his Participating Company, if fewer than 12 months,
immediately prior to the Employees
Service in the Uniformed Service of the United States.
13.14 PARTICIPATING COMPANY LEAVES
CONTROLLED GROUP
(a) In
General. If any Participating Company (or division, unit or part thereof) shall cease to be a member of the Controlled Group, such actions shall be taken with respect to employees and former employees (and their spouses and other beneficiaries)
of such Participating Company (or division, unit or part thereof) who are Participants, Inactive Participants, Beneficiaries or Alternate Payees in accordance with the provisions of any agreement which causes such Participating Company (or division,
unit or part thereof) to cease to be a member of the Controlled Group.
(b) Power
of Administrator. Such actions may include, but are not limited to:
(1) the transfer of the Accounts allocable to Participants (and their
spouses and beneficiaries) of such Participating Company (or division, unit or part thereof) to the trust of another plan qualified under Section 401(a) of the Code;
(2) the segregation of the Accounts of such Participants (and their
spouses and beneficiaries) of such Participating Company (or division, unit or part thereof) in a separate trust forming part of a plan qualified under Section 401(a) of the Code; and
(3) the retention of the Accounts of affected Participants (and their
spouses and beneficiaries) in the Fund pending distribution pursuant to the provisions of ARTICLE VI of the Plan upon their separation from service;
provided, however, that in no event shall such action violate Section 414(l) of the Code.
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ARTICLE XIV
FORMS; COMMUNICATIONS; RULES AND PROCEDURES
14.01 |
ADMINISTRATIVE FORMS; USE OF ELECTRONIC
MEDIA |
(a) Administrative Forms. Appropriate forms shall be provided as is deemed
expedient in the administration of the Plan and no instrument for which a form is so provided shall be valid unless upon such form.
(b) Use of Electronic Media. Any Plan communication (including by way of example
and not of limitation, an application for a Loan, confirmation of the loan application and acceptance by the Participant of the terms and conditions of any Loan that has been approved) may be made by electronic medium to the extent allowed by
applicable law, and in accordance with the Code, ERISA, and any accompanying regulations, notice, or other guidance issued by the Internal Revenue Service or Department of Labor. Reasonable procedures may be adopted to enable a Participant, Inactive
Participant, Beneficiary or Alternate Payee to make any election using electronic medium (including an interactive telephone system and a website on the Internet), to the extent permitted by applicable law.
14.02 ADMINISTRATIVE COMMUNICATIONS
All communications concerning the Plan shall be in writing addressed to the Administrator or Third-Party Recordkeeper at such address or
addresses as may from time to time be designated. No communication shall be effective for any purpose unless received by the Administrator or the Third-Party Recordkeeper.
14.03 RULES AND PROCEDURES
Rules in connection with the administration of the Plan and procedures to be followed by Participants, Inactive Participants (and
Beneficiaries and Alternate Payees) may be adopted from time to time by the Administrator or one or more of his delegates or assignees. Such rules and procedures may include, but are not limited to rules in connection with the making of
contributions pursuant to ARTICLE IV of the Plan, the designation of a Beneficiary pursuant to Section 6.05 of the Plan, and the determination of whether a domestic relations order is a Qualified Domestic Relations Order pursuant to
Section 13.06 of the Plan.
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ARTICLE XV
MERGER, ETC.
15.01
MERGER OR CONSOLIDATION
In the case of any
merger or consolidation of the Fund with, or transfer of the assets or liabilities of the Fund to, any trust holding assets of any other employee benefit plan, each Participant in the Plan must (if the Plan is then terminated) receive a benefit
immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer if the Plan had terminated.
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ARTICLE XVI
CHANGE OF CONTROL PROVISIONS
16.01 CONTRIBUTIONS UPON CHANGE OF CONTROL
(a) In General. In the event of a Change of Control (as
defined in Section 16.02 of the Plan), the provisions of Section 16.01(b) of the Plan shall apply, anything in the other provisions of this ARTICLE XVI of the Plan or any other provision in the Plan other than Section 11.01 of the
Plan to the contrary notwithstanding.
(b) Contributions. For the year in
which the Change of Control occurs and for each of the succeeding two (2) years following the year in which the Change of Control occurs (the Control Period) each Participating Group shall make a Contribution on behalf of its
Employees who were Participants at least equal to the lesser of:
(1) the percentage of the aggregate Compensation of Participants that was
contributed to the Plan for the year prior to the year in which the Change of Control occurs; and
(2) ten percent (10%) of the aggregate Compensation of the
Participants for each year in the Control Period.
(c) Timing of
Contributions. The Contribution for each year in the Control Period shall be contributed to the Fund prior to the time prescribed by law for the filing of the Federal corporate income tax return of Altria, or its successors, as applicable, for
each such year.
16.02 CHANGE OF CONTROL
For purposes of the Plan, a Change of Control shall mean the happening of any of the following events:
(a) Acquisition. The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) (a Person):
(1) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either:
(A) the then
outstanding shares of common stock of Altria (the Outstanding Company Common Stock); or
(B) the combined voting power of the then outstanding voting securities
of Altria entitled to vote generally in the election of directors (the Outstanding Company Voting Securities)
and the
election to the Board of at least one individual determined in good faith by a majority of the then serving members of the Board to be a representative or associate of such Person;
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(2) provided, however, that
the following acquisitions shall not constitute a Change of Control:
(A) any acquisition directly from Altria or any corporation or other
entity controlled by Altria (Affiliated Group);
(B) any
acquisition by a member of the Affiliated Group;
(C) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by a member of the Affiliated Group; or
(D) any acquisition by any corporation pursuant to a transaction
described in Sections 16.02(c)(1), 16.02(c)(2) and 16.02(c)(3) of the Plan.
(b) Change of Board. Individuals who, as of the date hereof, constitute the Board
(the Incumbent Board) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the
shareholders of Altria, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board.
(c) Business Combination. Consummation of a
reorganization, merger, share exchange or consolidation (a Business Combination), in each case, unless, following such Business Combination:
(1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation
which as a result of such transaction owns Altria through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be;
(2) no Person
(excluding any employee benefit plan (or related trust) of any member of the Affiliated Group or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business
Combination; and
(3) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were members of the Incumbent
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Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination or were elected, appointed or nominated by the Board; or
(d) Sale or Dissolution. Consummation of:
(1) a complete liquidation or dissolution of Altria; or
(2) the sale or other disposition of all or substantially all of the
assets of Altria, other than to a corporation, with respect to which following such sale or other disposition:
(A) more than 60% of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially
the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be,
(B) less than 20% of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by any Person
(excluding any employee benefit plan (or related trust) of any member of the Affiliated Group or such corporation), except to the extent that such Person owned 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting
Securities prior to the sale or disposition, and
(C) at least a
majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such sale or other disposition of assets of
Altria or were elected, appointed or nominated by the Board.
16.03 MISCELLANEOUS
(a) Right To Sue. In addition to all other rights under applicable law, any individual who shall be a Participant or Beneficiary
at the date on which the Change of Control occurs (the Control Date) shall from and after such date have the right to bring an action, either individually or on behalf of all Participants and Beneficiaries, to enforce the provisions of
this ARTICLE XVI of the Plan by seeking injunctive relief or damages, or both, and the Participating Companies shall be obligated to pay or reimburse such Participant or Beneficiary who shall prevail, in whole or in substantial part, for all
reasonable expenses, including attorneys fees, in connection with such action.
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(b) Liberal Construction. The
foregoing provisions of this ARTICLE XVI of the Plan shall be construed liberally to the end that the purpose of Section 16.01 of the Plan shall be fully implemented.
(c) Limitation on Plan Amendments. Anything in the Plan to the contrary
notwithstanding, on and after the Control Date none of the provisions of this ARTICLE XVI of the Plan shall be amended unless within sixty (60) days after the date of the action taken to amend such provisions at least two-thirds of the
individuals who were Participants at the date of such action shall have given their written approval of such action based on full and complete information provided to them regarding the actual and potential effects of such action on them.
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ARTICLE XVII
LIMITATION ON ALLOCATIONS
17.01 GENERAL RULE
The amount of Annual Additions (as defined in Section 17.03 of the Plan) for Plan Years beginning on and after January 1, 1983
allocated to a Participants accounts under the Plan and all other defined contribution plans qualified under Section 401(a) of the Code maintained by the Controlled Group shall be subject to the limitations of Section 17.02 of the
Plan. If the allocation of Annual Additions to a Participants accounts for any Plan Year beginning on and after January 1, 1983 should exceed these limitations, such Annual Additions shall be reduced so that these limitations are not
exceeded.
17.02 LIMIT ON ALLOCATIONS FOR DEFINED
CONTRIBUTION PLAN
Effective on and after January 1, 2002, and except to
the extent permitted by Section 4.02 of the Plan and Section 414(v) of the Code, the maximum allocation of Annual Additions to Accounts of any Participant under the Plan and all other defined contribution plans qualified under
Section 401(a) of the Code maintained by one or more members of the Controlled Group for any Plan Year on and after January 1, 2002, shall be the lesser of:
(a) forty-thousand dollars ($40,000) (as adjusted for increases in the cost-of-living
under Section 415(d) of the Code and applicable to the Plan Year coinciding with such calendar year to reflect cost-of-living adjustments in accordance with regulations prescribed by the Secretary of the Treasury); and
(b) one hundred percent (100%) of such Participants Compensation.
17.03 ANNUAL ADDITIONS
Annual Additions means:
(a) the Contribution, Company Match Contributions, Supplemental Company Contributions,
and Qualified Nonelective Contributions, made by the Participating Companies in accordance with ARTICLE III of the Plan;
(b) employee stock ownership credit contributions under any employee stock ownership
plan;
(c) Salary Reduction Contributions;
(d) After-Tax Contributions; and
(e) any forfeitures allocated to the Participant under any other defined contribution
plan maintained by the Controlled Group.
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17.04 COMPENSATION
For Plan Years beginning on or after January 1, 2008, Compensation for purposes of this ARTICLE XVII shall also include
Compensation paid by the later of (i) 2 1⁄2 months after an Employees severance from employment with the Controlled Group, or (ii) the end of
the Plan Year that includes the date of the Employees severance from employment with the Controlled Group if:
(a) the payment is compensation for services during the Employees regular working
hours, compensation for services outside the Employees regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments and, absent a severance from employment, the payments would have been paid
to the Employee while the Employee continued in employment with the Controlled Group; and
(b) the payment is for 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.
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ARTICLE XVIII
RULES IN THE EVENT PLAN BECOMES A TOP-HEAVY PLAN
18.01 TOP-HEAVY CONTRIBUTION
(a) In General. If, for any Plan Year, the Plan is a top-heavy plan pursuant to
the rules set forth in Section 18.02 of the Plan, the following provisions shall apply for such Plan Year notwithstanding any other Article in the Plan to the contrary.
(b) Contribution. The Contribution for a Plan Year shall be allocated in
accordance with Section 3.01; provided, however, that in no event shall the amount of the Contribution allocated to a Participant exceed the limitations described in ARTICLE XVII of the Plan.
(c) Duty of Third-Party Recordkeeper. The Third-Party Recordkeeper shall determine
the names of such Participants and the amount of the Contribution to be allocated to each Participants Company Account.
18.02 TOP-HEAVY PLAN
(a) Top-Heavy Determination. The Plan shall be a top-heavy plan for a Plan
Year if, as of the last day of the preceding Plan Year, the sum of:
(1) the aggregate of the accounts (determined in accordance with
Section 416(g) of the Code) of key employees (as defined in Section 416(i) of the Code) under all plans which are defined contribution plans aggregated pursuant to Sections 18.02(b) and 18.02(c) of the Plan; and
(2) the present value of cumulative accrued benefits (using the same
actuarial assumptions and principles for all defined benefit plans maintained by one or more members of the Controlled Group) of key employees in such plans which are defined benefit plans;
exceeds sixty percent (60%) of the product of clauses (1) and (2) of this Section 18.02(a) of the Plan, determined for all employees
under plans aggregated pursuant to Sections 18.02(b) and 18.02(c) of the Plan.
(b) Required Aggregation Group. Each plan qualified under
Section 401(a) of the Code maintained by one or more members of the Controlled Group (i) in which a key employee participates, and (ii) which plan enables a plan described in clause (i) to satisfy the requirements of
Section 401(a)(4) or 410 of the Code shall be aggregated for the purpose of determining if any or all of such plans are top-heavy plans.
(c) Permissive Aggregation Group. The Administrator may elect to include
any other plan or plans qualified under Section 401(a) of the Code maintained by one or more members of the Controlled Group with the plan or plans required to be aggregated pursuant to Section 18.02(b) of the Plan, provided that after
such aggregation, all of such plans (including the plan or plans which the Committee has elected to include pursuant to this Section 18.02(c) of the Plan) continue to meet the requirements of Sections 401(a)(4) and 410 of the Code and
provided, further, that the plan or plans included pursuant to the provisions of this Section
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18.02(c) of the Plan shall not be subject to the additional requirements set forth in Section 18.01 of the Plan.
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EXHIBIT A
PARTICIPATING COMPANIES
Altria Client
Services LLC
Altria Compounds LLC
Altria
Group Distribution Company Inc.
Altria Group, Inc.
Altria Import-Export Services LLC
Altria
International Sales Inc. (employees of the Puerto Rico Branch of Altria International Sales Inc. (formerly known as the Philip Morris de Puerto Rico division of Philip Morris USA Inc.) are not eligible to participate)
Altria Ventures Inc.
FW Rickard Seeds, Inc.
Nu Mark Technical Consulting (Shenzhen) Company Ltd. (only employees who transfer to this entity from another Participating Company in the United States
and who are Participants immediately before such transfer are eligible to participate)
International Wine and Spirits Inc.
John Middleton Co.
Nu Mark LLC
Philip Morris Capital Corporation
Philip Morris
Duty Free Inc.
Philip Morris USA Inc.
Stags Leap Wine Cellars LLC
Ste. Michelle
Wine Estates, Ltd.
US Smokeless Tobacco Brands Inc.
US Smokeless Tobacco Company LLC
US Smokeless
Tobacco Products LLC
98
Exhibit 99.2
DEFERRED PROFIT-SHARING PLAN
FOR HOURLY
EMPLOYEES
Effective January 1, 1956
(as
amended and restated as of January 1, 2016)
TABLE OF CONTENTS
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Page |
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PREAMBLE |
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1 |
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1.01 |
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Accounts |
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3 |
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1.02 |
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Accredited Service |
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3 |
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1.03 |
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Actual Dividend Per Share Growth Rate |
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5 |
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1.04 |
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Actual Adjusted Earnings Per Share Growth Rate |
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5 |
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1.05 |
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Administrator |
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5 |
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1.06 |
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After-Tax Contribution |
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5 |
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1.07 |
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After-Tax Rollover Contribution |
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5 |
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1.08 |
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Alternate Payee |
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6 |
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1.09 |
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Altria |
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6 |
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1.10 |
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Altria Stock |
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6 |
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1.11 |
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Altria Stock Independent Named Fiduciary |
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6 |
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1.12 |
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Beneficiary |
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6 |
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1.13 |
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Board |
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7 |
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1.14 |
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Business Day |
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7 |
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1.15 |
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Cash or Deferred Arrangement |
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7 |
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1.16 |
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Catch-Up Contributions |
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7 |
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1.17 |
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Claimant |
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8 |
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1.18 |
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Code |
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8 |
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1.19 |
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Committee |
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8 |
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1.20 |
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Company |
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8 |
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1.21 |
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Company Account |
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8 |
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1.22 |
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Company Match Account |
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9 |
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1.23 |
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Company Match Contributions |
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9 |
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1.24 |
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Compensation |
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9 |
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1.25 |
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Compensation Committee |
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11 |
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1.26 |
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Consolidated Earnings |
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11 |
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1.27 |
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Contribution |
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11 |
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1.28 |
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Controlled Group |
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11 |
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1.29 |
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Craft Union |
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11 |
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1.30 |
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Current Value |
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12 |
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1.31 |
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Dividend Payment Date |
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12 |
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1.32 |
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Elective Contributions |
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12 |
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1.33 |
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Eligible Retirement Plan |
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12 |
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1.34 |
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Eligible Rollover Contribution |
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12 |
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1.35 |
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Eligible Rollover Distribution |
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13 |
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1.36 |
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Employee |
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13 |
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1.37 |
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ERISA |
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15 |
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1.38 |
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ESOP Fund |
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15 |
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1.39 |
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Exchange |
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16 |
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1.40 |
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Ex-Dividend Date |
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16 |
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1.41 |
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Fiduciary |
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16 |
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1.42 |
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Fund |
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16 |
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1.43 |
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General Purpose Loan |
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16 |
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1.44 |
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Highly Compensated Employee |
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16 |
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1.45 |
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Home Purchase Loan |
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17 |
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1.46 |
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Hour of Service |
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17 |
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i
TABLE OF CONTENTS (contd)
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Page |
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1.47 |
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Inactive Participant |
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17 |
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1.48 |
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Investment Committee |
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17 |
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1.49 |
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Investment Manager |
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18 |
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1.50 |
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Kraft Heinz Company Stock |
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18 |
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1.51 |
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Kraft Heinz Company Stock Independent Named Fiduciary |
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19 |
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1.52 |
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Leased Employee |
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19 |
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1.53 |
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Loan or Loans |
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19 |
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1.54 |
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Loan Account |
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19 |
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1.55 |
|
Management Committee |
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19 |
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1.56 |
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Match-Eligible Employee |
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19 |
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1.57 |
|
Mondelēz Stock |
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20 |
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1.58 |
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Mondelēz Stock Independent Named Fiduciary |
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20 |
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1.59 |
|
Monitoring Committee |
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20 |
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1.60 |
|
Named Fiduciary |
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20 |
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1.61 |
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Non-Altria Stock |
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21 |
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1.62 |
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Non-Altria Stock Independent Named Fiduciary |
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21 |
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1.63 |
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Non-Altria Stock Investment Option |
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21 |
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1.64 |
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Operating Company Contribution |
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21 |
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1.65 |
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Participant |
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21 |
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1.66 |
|
Participating Company |
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23 |
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1.67 |
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PAYSOP |
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24 |
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1.68 |
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Paysop Rollover Account |
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24 |
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1.69 |
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Personal After-Tax Account |
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24 |
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1.70 |
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Personal After-Tax Rollover Account |
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24 |
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1.71 |
|
Personal Before-Tax Account |
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24 |
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1.72 |
|
Personal Before-Tax Catch-Up Account |
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24 |
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1.73 |
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Plan |
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24 |
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1.74 |
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Plan Year |
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25 |
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1.75 |
|
PMI Stock |
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25 |
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1.76 |
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PMI Stock Independent Named Fiduciary |
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25 |
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1.77 |
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Profit-Sharing Fund |
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25 |
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1.78 |
|
Qualified Domestic Relations Order |
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25 |
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1.79 |
|
Qualified Nonelective Contributions |
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26 |
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1.80 |
|
Real-Time Trade or Real-Time Trading |
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26 |
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1.81 |
|
Rebalance or Rebalancing |
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26 |
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1.82 |
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Record Date |
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27 |
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1.83 |
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Required Benefit Commencement Date |
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27 |
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1.84 |
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Rollover Account |
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27 |
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1.85 |
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Roth Account |
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27 |
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1.86 |
|
Roth Catch-Up Account |
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27 |
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1.87 |
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Salaried Plan |
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27 |
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1.88 |
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Salary Reduction Contribution |
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28 |
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1.89 |
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Service in the Uniformed Services of the United States |
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28 |
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1.90 |
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SMWE |
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28 |
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1.91 |
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SMWE Employee |
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28 |
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1.92 |
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Spouse |
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28 |
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1.93 |
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Supplemental Company Contribution |
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29 |
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1.94 |
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Supplemental Company Contribution Account |
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29 |
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1.95 |
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Target Adjusted Earnings Per Share Growth Rate |
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29 |
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1.96 |
|
Third-Party Recordkeeper |
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29 |
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TABLE OF CONTENTS (contd)
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Page |
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1.97 |
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Tobacco Workers Union |
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29 |
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1.98 |
|
Trust Agreement |
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29 |
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1.99 |
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Trustee |
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30 |
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1.100 |
|
UST |
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30 |
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1.101 |
|
UST Employee |
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30 |
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1.102 |
|
UST Match Account |
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30 |
|
1.103 |
|
UST Savings Plan |
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30 |
|
1.104 |
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Valuation Date |
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31 |
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ARTICLE II COMPANY CONTRIBUTIONS |
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32 |
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2.01 |
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The Contribution |
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32 |
|
2.02 |
|
Amount of Contribution. |
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32 |
|
2.03 |
|
Company Match Contributions For Match-Eligible Employees Who are Not UST Employees or SMWE Employees |
|
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33 |
|
2.04 |
|
Company Match Contributions for UST Employees and SMWE Employees |
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|
33 |
|
2.05 |
|
Post-2015 Company Matching Contributions for Participants who are not Match-Eligible Employees, UST Employees or SMWE Employees. |
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34 |
|
2.06 |
|
Forfeiture of Company Match Contributions |
|
|
34 |
|
2.07 |
|
Post-2015 Supplemental Company Contribution for Match-Eligible Employees Who are Not UST Employees or SMWE Employees |
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34 |
|
2.08 |
|
Limits on Amount of Contribution and Supplemental Company Contribution to the Plan and the Contribution to the Salaried Plan |
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35 |
|
2.09 |
|
Annual Addition Limitation |
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35 |
|
2.10 |
|
Timing of Contributions |
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35 |
|
2.11 |
|
Deductibility of Contributions |
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35 |
|
2.12 |
|
Mistaken or Surplus Contribution |
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36 |
|
2.13 |
|
Qualified Nonelective Contributions |
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36 |
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ARTICLE III ALLOCATION OF COMPANY CONTRIBUTION AND SUPPLEMENTAL |
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COMPANY CONTRIBUTION |
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38 |
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3.01 |
|
Method of Allocation of Contribution |
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38 |
|
3.02 |
|
Method of Allocation of Supplemental Company Contribution |
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38 |
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ARTICLE IV PARTICIPANT CONTRIBUTIONS |
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39 |
|
4.01 |
|
Salary Reduction Contributions |
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39 |
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4.02 |
|
Catch-Up Contributions |
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|
40 |
|
4.03 |
|
After-Tax Contributions |
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|
41 |
|
4.04 |
|
Suspension of Personal Contributions for Hardship Withdrawal |
|
|
42 |
|
4.05 |
|
Aggregate Limit on Participant Contributions |
|
|
42 |
|
4.06 |
|
Eligible Rollover Contributions |
|
|
42 |
|
|
|
ARTICLE V VALUATION |
|
|
43 |
|
5.01 |
|
Participant Accounts |
|
|
43 |
|
5.02 |
|
Valuation of Participant Accounts |
|
|
44 |
|
5.03 |
|
Transfer to Salaried Plan |
|
|
44 |
|
5.04 |
|
Accounts For Individuals Ineligible to Participate |
|
|
44 |
|
5.05 |
|
Account Statements |
|
|
45 |
|
TABLE OF CONTENTS (contd)
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Page |
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ARTICLE VI DISTRIBUTION |
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|
46 |
|
6.01 |
|
In General |
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|
46 |
|
6.02 |
|
Form and Timing of Distributions |
|
|
46 |
|
6.03 |
|
Form of Distribution |
|
|
49 |
|
6.04 |
|
Maintenance of Accounts |
|
|
50 |
|
6.05 |
|
Designation of Beneficiary |
|
|
50 |
|
6.06 |
|
Eligible Rollover Distributions |
|
|
51 |
|
6.07 |
|
Alternate Payee |
|
|
51 |
|
6.08 |
|
Section 16 of Securities Exchange Act of 1934 |
|
|
51 |
|
|
|
ARTICLE VII WITHDRAWALS |
|
|
52 |
|
7.01 |
|
In General |
|
|
52 |
|
7.02 |
|
Hardship Withdrawals |
|
|
52 |
|
7.03 |
|
Withdrawal of UST Matching Contributions |
|
|
55 |
|
7.04 |
|
Age 59 1⁄2 Withdrawal |
|
|
55 |
|
7.05 |
|
Form of Withdrawal |
|
|
55 |
|
7.06 |
|
Withdrawal of Altria Stock Cash Dividends |
|
|
55 |
|
7.07 |
|
Withdrawal Fees |
|
|
56 |
|
7.08 |
|
Section 16 of Securities Exchange Act of 1934 |
|
|
56 |
|
7.09 |
|
Distributions Upon a Deemed Severance from Employment While Performing Service in the Uniformed Service of the United States |
|
|
56 |
|
7.10 |
|
Qualified Reservist Withdrawals |
|
|
56 |
|
|
|
ARTICLE VIII THE FUND |
|
|
58 |
|
8.01 |
|
The Fund |
|
|
58 |
|
8.02 |
|
Investments |
|
|
58 |
|
8.03 |
|
Participant Direction of Investments |
|
|
63 |
|
8.04 |
|
Investment Rules |
|
|
64 |
|
8.05 |
|
Beneficiaries and Alternate Payees |
|
|
65 |
|
8.06 |
|
Common, Collective or Pooled Funds |
|
|
65 |
|
8.07 |
|
Investments in Trustee Deposits |
|
|
65 |
|
|
|
ARTICLE IX LOANS TO PARTICIPANTS |
|
|
66 |
|
9.01 |
|
Participant Loans |
|
|
66 |
|
9.02 |
|
Period of Repayment |
|
|
67 |
|
9.03 |
|
Loan Repayments |
|
|
67 |
|
9.04 |
|
Loan Default |
|
|
67 |
|
9.05 |
|
Investigations; Possible Implications of Misrepresentation |
|
|
68 |
|
9.06 |
|
Loan Fees |
|
|
68 |
|
9.07 |
|
Section 16 of Securities Exchange Act of 1934 |
|
|
68 |
|
|
|
ARTICLE X PLAN ADMINISTRATION |
|
|
69 |
|
10.01 |
|
The Administrator |
|
|
69 |
|
10.02 |
|
Investment Committee |
|
|
69 |
|
10.03 |
|
Monitoring Committee |
|
|
70 |
|
10.04 |
|
Management Committee |
|
|
70 |
|
10.05 |
|
Altria Stock Independent Named Fiduciary |
|
|
70 |
|
10.06 |
|
Non-Altria Stock Independent Named Fiduciary |
|
|
72 |
|
10.07 |
|
The Fiduciaries |
|
|
73 |
|
TABLE OF CONTENTS (contd)
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Page |
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ARTICLE XI AMENDMENT OR TERMINATION |
|
|
76 |
|
11.01 |
|
Amendment of the Plan |
|
|
76 |
|
11.02 |
|
Termination of the Plan |
|
|
76 |
|
|
|
ARTICLE XII RESTRICTIONS ON ALIENATION AND ASSIGNMENT |
|
|
78 |
|
12.01 |
|
Nonalienation of Accounts |
|
|
78 |
|
|
|
ARTICLE XIII GENERAL PROVISIONS |
|
|
79 |
|
13.01 |
|
No Contract of Employment |
|
|
79 |
|
13.02 |
|
Altria Stock Voting |
|
|
79 |
|
13.03 |
|
Non-Altria Stock Voting |
|
|
79 |
|
13.04 |
|
Determination of Beneficiary Pursuant to Section 6.05 of the Plan |
|
|
80 |
|
13.05 |
|
Denial of Claims for Benefits |
|
|
81 |
|
13.06 |
|
Qualified Domestic Relations Orders |
|
|
82 |
|
13.07 |
|
Offset for Indebtedness to Participating Company |
|
|
83 |
|
13.08 |
|
Payments to Infants or Incompetents |
|
|
83 |
|
13.09 |
|
Uncashed Checks |
|
|
83 |
|
13.10 |
|
Administrative Restrictions |
|
|
84 |
|
13.11 |
|
Fiduciary Discretion |
|
|
84 |
|
13.12 |
|
Applicable Law |
|
|
85 |
|
13.13 |
|
USERRA |
|
|
85 |
|
13.14 |
|
Participating Company Leaves Controlled Group |
|
|
85 |
|
|
|
ARTICLE XIV FORMS; COMMUNICATIONS; RULES AND PROCEDURES |
|
|
87 |
|
14.01 |
|
Administrative Forms; Use of Electronic Media |
|
|
87 |
|
14.02 |
|
Administrative Communications |
|
|
87 |
|
14.03 |
|
Rules and Procedures |
|
|
87 |
|
|
|
ARTICLE XV MERGER, ETC. |
|
|
88 |
|
15.01 |
|
Merger or Consolidation |
|
|
88 |
|
|
|
ARTICLE XVI LIMITATION ON ALLOCATIONS |
|
|
89 |
|
16.01 |
|
General Rule |
|
|
89 |
|
16.02 |
|
Limit on Allocations for Defined Contribution Plan |
|
|
89 |
|
16.03 |
|
Annual Additions |
|
|
89 |
|
16.04 |
|
Compensation |
|
|
89 |
|
|
|
EXHIBIT A PARTICIPATING COMPANIES |
|
|
91 |
|
PREAMBLE
The Plan was originally adopted, effective January 1, 1956, as a profit sharing plan for the benefit of eligible Employees of the
Participating Companies. The Plan is a defined contribution plan intended to be qualified under Section 401(a) of the Code. Since 1983, the Plan includes a cash or deferred arrangement qualified under Section 401(k) of the Code. Effective
December 15, 2001, the Plan is also a stock bonus plan that permits Participants to elect to receive in cash their share of cash dividends paid on shares of Altria Stock held in Part D of the Fund (the investment option for Altria Stock).
Effective as of March 30, 2007, Kraft Foods Inc. and its subsidiary companies ceased to be members of the Controlled Group.
Effective as of March 30, 2007, Part I (the investment option for Kraft Stock (now Mondelēz Stock) was added as an investment option under the Plan. No exchanges or rebalancings into Part I are permitted and no contributions may be
invested in Part I.
Effective June 1, 2007, the Plan includes (1) Company Match Contributions on behalf of Match-Eligible
Employees who make Salary Reduction Contributions and/or After-Tax Contributions to the Profit-Sharing Fund and (2) a Company Contribution on behalf of each Match-Eligible Employee after the completion of twelve (12) months of Accredited
Service
Effective as of March 28, 2008, PMI and its subsidiary companies ceased to be members of the Controlled Group.
Effective as of March 28, 2008, Part K (the investment option for PMI Stock) was added as an investment option under the Plan. No exchanges or rebalancings into Part K are permitted and no contributions may be invested in Part K.
Effective as of the close of business on August 31, 2009, the assets and liabilities of the Deferred Profit-Sharing Plan for Craft
Employees were merged into the Plan (then known as the Deferred Profit-Sharing Plan for Tobacco Workers).
Effective after the close
of business on December 30, 2009, the assets and liabilities of the UST Savings Plan allocable to UST Employees and SMWE Employees were merged with and into the assets and liabilities of the Plan. The Plan was amended and restated as of
December 31, 2009 to reflect the transfer of these assets and liabilities into the Plan although Employees who were participants in the UST Plan were not eligible to participate in the Plan with respect to the making of contributions pursuant
to ARTICLE IV of the Plan and in the sharing or allocation of any contributions pursuant to ARTICLE II and ARTICLE III of the Plan until January 1, 2010.
The Plan was amended and restated as of January 1, 2010: (1) to include UST Employees in the Plan, (2) to include SMWE
Employees in the Plan and (3) to change the benefit formula in the Plan applicable to all employees, other than UST Employees. Effective for Plan Years beginning in 2010, the Contribution will be based on Consolidated Earnings, rather than
Operating Profit. A Contribution based on Consolidated Earnings was the original formula under the Plan. It was changed for Plan Years beginning in 1994 and ending December 31, 2009.
The Plan was amended and restated as of January 1, 2012 to reflect (1) additional duties of the independent named fiduciary
for the Altria, Kraft and PMI Stock Investment Options, (2) to set forth the members of the Committee, (3) to provide for the actions of the Altria, Kraft and PMI Stock Independent Named Fiduciaries when there is a tender offer for less
1
than 5% of the outstanding shares. Certain amendments are effective July 1, 2012 to reflect changes to the investment options offered under the Plan. Except as otherwise provided herein, the
Plan as hereinafter set forth is as amended, effective as of January 1, 2012.
The Plan was amended and restated as of
October 1, 2012, to reflect: (1) changes to the investment options offered under the Plan, (2) the separation of Kraft Foods Inc. into two separate public companies, (3) the change in the name of Kraft Foods Inc. to Mondelēz
International, Inc., (4) the receipt of the shares of KFG Stock distributed to the shareholders of Mondelēz International and the establishment of the KFG Stock investment option and (5) the appointment of Fiduciary Counselors, Inc.
as the KFG Stock Independent Named Fiduciary.
The Plan was amended and restated as of July 1, 2014 (with certain earlier
effective dates). Effective for Plan Years beginning on and after January 1, 2014, the Plan was amended to provide for the allocation of the Contribution to the Plan and the contribution and supplemental company contribution to the Salaried
Plan if 3% of Consolidated Earnings is insufficient to fund the Salaried Plan and the Plan in accordance with their respective benefit formulas. The Plan was further amended effective July 1, 2014 to provide an increase in the percentage of
Compensation that can be contributed to the Plan pursuant to Article IV per payroll period, to place further limits on hardship withdrawals, and to make a number of other changes in the administration of the Plan. The Plan was also amended effective
January 1, 2016 to revise the benefit formula for the company contribution, to provide for a matching contribution for Participants who are not Match-Eligible Employees, UST Employees, or SMWE Employees, and to provide for a supplemental
company contribution for Match-Eligible Employees. The Plan was also amended effective June 26, 2013 to revise the definition of Spouse.
The Plan has been amended and restated as of January 1, 2016 (with certain amendments effective earlier) to reflect the merger of
Kraft Foods Group, Inc. and H. J. Heinz Company, resulting in the formation of The Kraft Heinz Company, and certain other administrative changes. The Plan has also been amended effective January 1, 2016 to eliminate Part J of the Fund, the
Conduit Fund, as an investment option.
2
DEFINITIONS
The following terms as used herein or in the Trust Agreement shall have the meanings set forth below:
Accounts means the aggregate of the following Accounts that may be maintained on behalf of any Participant or Inactive Participant (or
Beneficiary or Alternate Payee):
|
(a) |
Company Account, consisting of: |
(1) a sub-account that is considered part of a Cash or Deferred Arrangement; and
(2) a sub-account that is not considered part of a Cash or Deferred
Arrangement;
|
(b) |
Company Match Account; |
|
(d) |
Supplemental Company Contribution Account |
|
(e) |
Personal After-Tax Account; |
|
(f) |
Personal After-Tax Rollover Account; |
|
(g) |
Personal Before-Tax Account; |
|
(h) |
Personal Before-Tax Catch-Up Account; |
|
(j) |
Paysop Rollover Account; |
|
(k) |
Qualified Nonelective Contributions Account; |
|
(m) |
Roth Catch-Up Account. |
(a) Accredited Service means the accumulated periods of service taken into account in determining an
Employees eligibility for benefits under the Plan. Each twelve (12) months of Accredited Service shall constitute one (1) year of Accredited Service.
(b) Full-Time Employees. The Accredited Service of a Full-Time Employee shall include
the following periods of service:
3
(1) all periods of service commencing
on the Employees date of employment with any member of the Controlled Group and ending on the earlier of:
(A) the date on which the Employee resigns, is discharged, dies or retires; or
(B) the first anniversary of the date the Employee remains absent from service for
any other reason;
(2) all periods of service during which the Employee is
deemed employed by any member of the Controlled Group;
(3) all periods during
which the Employee has been severed from the service of any member of the Controlled Group if such severance is by reason of:
(A) his resignation, discharge or retirement and he then performs an Hour of
Service within twelve (12) months of his severance from service date; or
(B) his resignation, discharge or retirement during an absence from service of
twelve (12) months or less for any reason other than his resignation, discharge or retirement, and he then performs an Hour of Service within twelve (12) months of the date on which he was first absent from service;
(4) all periods of service with General Foods Corporation, a Delaware corporation,
or any of its subsidiaries with respect to an Employee who was employed by General Foods Corporation or any of its subsidiaries on November 1, 1985;
(5) all periods of service with Kraft, Inc., a Delaware corporation, or any of its
subsidiaries with respect to an Employee who was employed by Kraft, Inc. or any of its subsidiaries on October 30, 1988;
(6) all periods of service with Nabisco Holdings Corp., a Delaware corporation, or
any of its subsidiaries with respect to an Employee who was employed by Nabisco Holdings Corp. or any of its subsidiaries on December 11, 2000; and
(7) all periods of service with UST Inc., a Delaware corporation, or any of its
subsidiaries with respect to an Employee who was employed by UST Inc. or any of its subsidiaries on January 6, 2009.
(c) Part-Time Employees. A Part-Time Employee shall be credited with a year of
Accredited Service for the initial twelve (12) month period commencing on the Employees date of employment with any member of the Controlled Group and ending on the anniversary date thereof if he completes one thousand (1,000) Hours
of Service; thereafter, a Part-Time Employee shall be credited with a year of Accredited Service for each Plan Year (beginning with the Plan Year that includes the first anniversary of the date of employment) he completes one thousand
(1,000) Hours of Service.
(d) Severance Pay. No period after an
Employee has separated from employment shall be taken into account as Accredited Service, except as specifically permitted pursuant to the preceding provisions of this Section 1.02 of the Plan.
4
1.03 |
ACTUAL DIVIDEND PER SHARE GROWTH RATE
|
Actual Dividend Per Share Growth Rate means the percentage growth in the dollar amount of the cash dividend
per share declared by the Board in December of the fiscal year of Altria that coincides with the Plan Year for which the Contribution is to be made pursuant to Section 2.02 (which dividend is ordinarily payable in January of the immediately
succeeding fiscal year of Altria) from the dollar amount of cash dividend per share declared by the Board in December of the immediately preceding fiscal year of Altria (which dividend was paid in January of the fiscal year of Altria that coincides
with the Plan Year for which the Contribution is to be made pursuant to Section 2.02).
1.04 |
ACTUAL ADJUSTED EARNINGS PER SHARE GROWTH
RATE |
Actual Adjusted Earnings Per Share Growth Rate means the percentage
growth in adjusted diluted earnings per share of Altria Stock for Altrias fiscal year coinciding with the Plan Year for which the Contribution is calculated pursuant to Section 2.02 from the adjusted diluted earnings per share of Altria
Stock for the immediately preceding fiscal year, as determined by Altria in its sole discretion. For purposes of this Plan, Actual Adjusted Earnings Per Share Growth Rate shall be determined by adjusting the percentage growth rate disclosed in a
fiscal year-end earnings press release issued by Altria (which earnings press release is furnished to the Securities and Exchange Commission on Form 8-K), for unforeseen or unusual events as determined in the sole discretion of Altria, including but
not limited to, excessive unanticipated excise taxes, legislation, or litigation as well as to correct any errors included in the original announcement or change the methodology for the calculation of adjusted diluted earnings per share attributable
to Altria.
Administrator means the Vice President, Compensation, Benefits and HR Services, of the Company designated pursuant to the terms of the
Plan to carry out certain responsibilities in connection with the management of the Plan solely as it relates to the administration of the Plan, which Administrator shall be the Plan administrator and the Named Fiduciary with respect to such
management and administrative duties within the meaning of ERISA. The Administrator may be authorized to act in a settlor capacity or as a fiduciary. The Administrator has assigned certain duties to the Third-Party Recordkeeper and the
Participating Companies. Any reference in the Plan to the administrative duties of the Administrator shall include the carrying out of such duties by one or more delegates or assignees appointed by the Administrator.
1.06 |
AFTER-TAX CONTRIBUTION |
After-Tax Contribution means a contribution made by periodic payroll deduction by a Participant to the Profit-Sharing Fund pursuant to
Section 4.03 of the Plan that does not reduce the Participants Compensation for the year contributed to the Profit-Sharing Fund, but that will not be includible in the gross income of the Employee in the year withdrawn or distributed from
the Fund.
1.07 |
AFTER-TAX ROLLOVER CONTRIBUTION |
After-Tax Rollover Contribution means that portion of an Eligible Rollover Contribution made by a Participant to the Profit-Sharing Fund
pursuant to Section 4.06 of the Plan that would
5
not have been includible in the gross income of the Participant in the year distributed from the Eligible Retirement Plan if it had not been directly rolled over from the Eligible Retirement Plan
to the Profit Sharing Fund, which portion of the Eligible Rollover Contribution will be separately accounted for by the Third-Party Recordkeeper in order that it will not be includible in the gross income of the Participant in the year withdrawn or
distributed from the Fund.
Alternate Payee means the Spouse, former Spouse, child or other dependent of a Participant or Inactive Participant who is recognized
pursuant to a Qualified Domestic Relations Order to be eligible to receive all or a portion of the Participants or Inactive Participants Accounts.
Altria means Altria Group, Inc.
Altria Stock means the common stock of Altria. Altria Stock is listed on the New York Stock Exchange, is ordinarily readily tradable on
any Business Day and is a qualifying employer security within the meaning of Sections 4975(e)(8) and 409(l)(1) of the Code.
1.11 |
ALTRIA STOCK INDEPENDENT NAMED FIDUCIARY
|
Altria Stock Independent Named Fiduciary means Fiduciary Counselors Inc. The duties of the Altria Stock
Independent Named Fiduciary are described in Section 10.05 of the Plan. The Altria Stock Independent Named Fiduciary may be removed or replaced solely by an amendment to the Plan adopted by the Administrator upon the direction of the Monitoring
Committee.
|
(a) |
In the case of a Participant or Inactive Participant |
|
(1) |
who is married on the date of his death, Beneficiary means: |
(A) the Spouse of the Participant or Inactive Participant; or
(B) provided proper spousal consent is obtained as described in
Section 6.05(b) of the Plan, the person or persons (including the estate of the Participant or Inactive Participant, a trust created by the Participant or Inactive Participant during his lifetime or by will, or any other permitted legal entity)
designated by the Participant or Inactive Participant (whether as a result of an affirmative election or by operation of law) to receive distribution of all or a portion of the Current Value of his Accounts in the event of his death.
|
(2) |
who is not married on the date of his death, Beneficiary means |
(A) the person or persons (including the estate of the Participant or Inactive
Participant, a trust created by the Participant or Inactive Participant
6
during his lifetime or by will, or any other permitted legal entity) designated by the Participant or Inactive Participant (whether as a result of an affirmative election or by operation of law)
to receive distribution of all or a portion of the Current Value of his Accounts in the event of his death; and
(B) if the Participant or Inactive Participant does not have a valid Beneficiary
designation on file, the estate of the deceased Participant or deceased Inactive Participant.
(b) In the case of a Beneficiary who is eligible to receive the balance in the Accounts of a
deceased Participant or deceased Inactive Participant pursuant to this Section 1.12 of the Plan, the estate of such Beneficiary unless such Beneficiary has, pursuant to the provisions of Section 6.05(c) of the Plan, designated a person or
persons to receive distribution of all or a portion of the Current Value of the Accounts to which such Beneficiary is entitled.
(c) In the case of an Alternate Payee who has received a separate interest with respect to all or a
portion of a Participants Accounts under the Plan pursuant to a Qualified Domestic Relations Order:
(i) Beneficiary means the person or persons designated by the Alternate Payee to
receive the Current Value of the Accounts to which such Alternate Payee was entitled at the time of his death; and
(ii) If the Alternate Payee does not have a valid Beneficiary designation on file,
Beneficiary means the estate of the Alternate Payee.
Board means the Board of Directors of Altria.
Business Day means any day on which stocks listed on the New York Stock Exchange are regularly traded on the New York Stock Exchange.
1.15 |
CASH OR DEFERRED ARRANGEMENT |
Cash or Deferred Arrangement means:
(a) the provisions of Section 4.01 of the Plan which permit each Participant to make (and with
respect to Employees described in Section 4.01(b) of the Plan, who are automatically enrolled to make) Salary Reduction Contributions to the Profit-Sharing Fund; and
(b) those provisions of any other plan qualified under Section 401(a) of the Code maintained by
a member of the Controlled Group which permit an individual to make elective deferrals (as defined in Section 402(g)(3) of the Code).
1.16 |
CATCH-UP CONTRIBUTIONS |
Catch-Up Contributions means elective deferrals (as defined in Section 414(u)(2)(C) of the Code) made pursuant to Section 4.02
of the Plan in an amount not greater than the lesser of
7
(1) $5,000 (as adjusted for the cost-of-living pursuant to Section 414(v)(2)(C) of the Code), or (2) the excess of the Participants compensation (as defined in
Section 415(c)(3) of the Code) for the calendar year, over any other elective deferrals (as so defined) of the Participant for such calendar year which are made without regard to this Section 1.16 of the Plan or Section 4.02 of the
Plan. The maximum amount of Catch-Up Contributions for any payroll period may not exceed 75% of a Participants Compensation for such payroll period.
Claimant means, for purposes of Section 13.05 of the Plan, the Participant, Inactive Participant, Beneficiary, Alternate Payee or
such individuals personal representative who makes a claim for benefits under the Plan.
Code means the Internal Revenue Code of 1986, as amended from time to time.
(a) Committee means the Corporate Employee Benefit Committee of Altria designated pursuant to
ARTICLE XI of the Plan to carry out certain settlor responsibilities on behalf of the Participating Companies. The Committee shall be comprised of the following positions at Altria:
|
(1) |
Chairman and Chief Executive Officer; |
|
(2) |
Chief Operating Officer; and |
|
(3) |
Chief Financial Officer |
(b) The Committee may act by a majority of their number then in office, either by vote at a meeting
or in writing without a meeting. Any act of the Committee shall be sufficiently evidenced if certified by any two (2) members thereof or in accordance with any by-laws adopted by the Committee.
(c) If a reorganization of Altria and/or any other member of the Controlled Group results in a
change in the title of one of the positions set forth in subsection (a) above, the Corporate Secretary and Senior Assistant General Counsel, Altria, will identify the position of Altria that has assumed the duties of the position that has been
eliminated and that position will succeed to the duties of the member whose position was changed.
Company means Altria Client Services LLC, which is the sponsor of the Plan.
Company Account means the Account maintained by the Third-Party Recordkeeper reflecting the Participants or Inactive
Participants (or Beneficiarys or Alternate Payees) share of the Fund, if any, resulting from the Contribution (and for Plan Years beginning on and after January 1, 1994 and ending prior to January 1, 2010, the Operating
Company Contribution).
8
Effective as of December 31, 1988, the Company Account was divided equally into (1) a sub-account that is considered part of a Cash or Deferred Arrangement; and (2) a sub-account
that is not considered part of a Cash or Deferred Arrangement.
1.22 |
COMPANY MATCH ACCOUNT |
Company Match Account means the Account maintained by the Third-Party Recordkeeper reflecting the Participants or Inactive
Participants (or Beneficiarys or Alternate Payees) share of the Fund, if any, resulting from Company Match Contributions.
1.23 |
COMPANY MATCH CONTRIBUTIONS |
Company Match Contributions means the contributions made by or on behalf of a Participating Company pursuant to Sections 2.03, 2.04, and
2.05 of the Plan.
(a) Effective January 1, 2015, Compensation means an Employees base salary or wage,
(A) compensation for overtime;
(B) shift differential;
(C) uniform allowance,
(D) seasonal bonus;
(E) the collective bargaining agreement ratification bonus received by the Employee
in a lump sum cash payment while an Employee of a Participating Company;
(F)
short-term disability benefits, including payments made pursuant to the Temporary Disability Income Plan (but not short-term disability benefits paid by a third-party provider);
(G) Salary Reduction Contributions made by a Participating Company on behalf of the
Employee pursuant to Section 4.01 of the Plan, Catch-Up Contributions made by a Participating Company on behalf of the Employee pursuant to Section 4.02 of the Plan, salary reduction contributions to a cafeteria plan (as defined in
Section 125 of the Code) and salary reduction contributions not includible in gross income by reason of Section 132(f)(4) of the Code that in each case would otherwise have been part of an Employees Compensation;
(H) payments for accrued bona fide vacation leave, but only if the Employee would
have been able to use the leave if employment had continued;
(I)
differential wage payments, as described in Section 3401(h) of the Code, made to an Employee with respect to any period during which the
9
Employee is performing active duty Service in the Uniformed Service of the United States for a period of more than 30 days; and
(J) amounts described under this Section 1.24(a)(1) that are paid after a
Participant has incurred a severance from employment (within the meaning of Section 401(k)(2)(B)(i)(I) of the Code), but only if such payments are made by the later of (i) 2 1⁄2 months after the Participants severance from employment with the Controlled Group, or (ii) the end of the Plan Year that includes the date of the Participants severance from employment with the
Controlled Group.
(2) except that it shall in no event include any other
compensation, including, but not limited to:
(A) cash bonuses, including, but
not limited to, a Pay for Performance Bonus, a Long-Term Contract Agreement payment, and any ratification bonus other than that provided for in Section 1.24(a)(1)(E);
(B) cost-of-living or other allowances;
(C) Contributions by a Participating Company under Section 2.01 of the Plan;
(D) Company Match Contributions by a Participating Company under
Section 2.03 of the Plan;
(E) Supplemental Company Contributions under
Section 2.07 of the Plan;
(F) contributions to or payments from, any
retirement, long-term disability or survivor benefit plan of a Participating Company (and whether contributed to or paid from the assets of a trust or from the assets of a Participating Company);
(G) short-term disability benefits paid by a third-party provider;
(H) awards under any incentive compensation plan of a Participating Company or any
other member of the Controlled Group;
(I) payments from any severance
plan or severance agreement, including layoff pay and income protection pay;
(J) except as provided in Sections 1.24(a)(1)(F), 1.24(a)(1)(H), and 1.24(a)(1)(J)
of the Plan, payments made after a Participant has incurred a severance from employment (within the meaning of Section 401(k)(2)(B)(i)(I) of the Code); and
(K) any overtime adjustment payments made with respect to compensation that is
otherwise excludable under the Plan.
10
(b) Compensation Limit. Compensation in
excess of $200,000 (as adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code) shall not be taken into account under the Plan.
(c) With respect to Salary Reduction Contributions for a Plan Year, the annual Compensation limit
described in subsection (b) of this Section 1.24 shall be applied by limiting the total Salary Reduction Contributions a Participant may make for a Plan Year to the product of (i) such Participants Compensation for the Plan Year
up to the annual Compensation limit multiplied by (ii) the maximum percentage, as determined by the Administrator, by which the Participant may reduce his Compensation through Salary Reduction Contributions for such Plan Year in accordance with
Section 4.01(d)(1) of the Plan.
1.25 |
COMPENSATION COMMITTEE |
Compensation Committee means the Compensation Committee of the Board as from time to time constituted.
1.26 |
CONSOLIDATED EARNINGS |
Consolidated Earnings means the amount reported as earnings before income taxes and cumulative effect of accounting changes in the
consolidated statements of earnings of Altria in its audited consolidated financial statements, before deduction of the Contribution, of the contribution to the Salaried Plan, of the accounting expense relating to incentive compensation plans and
excluding such other items as may be determined by the Compensation Committee.
Contribution shall have the meaning as set forth in Sections 2.01 and 2.02 of the Plan.
(a) Controlled Group means a controlled group of corporations within the meaning of
Section 414(b) of the Code, where Altria is the common parent corporation and owns directly or indirectly, stock, possessing at least eighty percent (80%) of the total combined voting power of all classes of stock entitled to vote of the
other corporations and at least eighty percent (80%) of the total number of shares of all other classes of stock of such other corporations, provided that for purposes of ARTICLE XVI of the Plan, Controlled Group shall mean as defined
aforesaid, but the phrase, fifty percent (50%), shall be substituted for the phrase, eighty percent (80%), in each place where it appears aforesaid.
(b) Accredited Service. For purposes of determining Accredited Service for Full-Time
Employees, Controlled Group shall include any corporation, whether domestic or foreign, where Altria is the common parent corporation and owns, directly or indirectly, stock possessing at least twenty-five percent (25%) of the total combined
voting power of all classes of stock entitled to vote of the other corporations and at least twenty-five percent (25%) of the total number of shares of all other classes of stock of such other corporations.
Craft Union means the International Association of Machinists and Aerospace Workers, Lodge #10.
11
Current Value means the value of each of a Participants, Inactive Participants, Beneficiarys or Alternate Payees
Accounts and Loan Account as of the most recent Valuation Date, determined in accordance with ARTICLE V of the Plan.
1.31 |
DIVIDEND PAYMENT DATE |
Dividend Payment Date means the date on which regular a quarterly cash dividend declared by the Board on shares of Altria Stock is paid
to holders of record of Altria Stock.
1.32 |
ELECTIVE CONTRIBUTIONS |
Elective Contributions means (1) Salary Reduction Contributions and (2) elective deferrals (as defined in
Section 402(g)(3) of the Code) to the trust fund under a Cash or Deferred Arrangement described in Section 1.15(b) of the Plan.
1.33 |
ELIGIBLE RETIREMENT PLAN |
Eligible Retirement Plan means:
(a) an individual retirement account described in Section 408(a) of the Code;
(b) an individual retirement annuity (other than an endowment contract) described in
Section 408(b) of the Code;
(c) an annuity plan described in Section 403(a) of the
Code;
(d) a trust forming part of a defined contribution plan (as defined in
Section 414(i) of the Code) qualified under Section 401(a) of the Code, provided the terms of such defined contribution plan permit the trustee of the trust to accept a direct transfer of all or any portion of an Eligible Rollover
Distribution;
(e) any other trust forming part of a plan qualified under Section 401(a) of
the Code and exempt from tax under Section 501(a) of the Code;
(f) an annuity
contract described in Section 403(b) of the Code;
(g) an eligible plan under
Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality thereof, but only if such plan agrees to separately account for amounts transferred into such plan from a plan
described in Section 1.33(d) of the Plan; and
(h) a Roth individual retirement account.
1.34 |
ELIGIBLE ROLLOVER CONTRIBUTION |
Eligible Rollover Contribution means a contribution (including an After-Tax Rollover Contribution) to the Profit-Sharing Fund by a
Participant of:
(a) all or any portion of an Eligible Rollover Distribution from an Eligible
Retirement Plan described in Sections 1.33(d), 1.33(e), 1.33(f) and 1.33(g) of the Plan which an Employee
12
elects to have paid directly by the trustee or custodian of the Eligible Retirement Plan to the Profit-Sharing Fund, or which is timely transferred by the Employee to the Profit-Sharing Fund in
accordance with Section 402(c) of the Code; or
(b) a payment to the Profit-Sharing Fund
from an individual retirement account or annuity described in Section 408(d)(3)(A)(ii) of the Code.
1.35 |
ELIGIBLE ROLLOVER DISTRIBUTION |
(a) Eligible Rollover Distribution means each withdrawal or distribution from the Fund or from any
other Eligible Retirement Plan, except:
(1) any distribution that is one of a
series of substantially equal periodic payments (payable not less frequently than annually) made over a period of ten (10) or more years or for the life of the Participant or Inactive Participant, the joint life expectancy of the Participant or
Inactive Participant and his Beneficiary, the life expectancy of the Participant or Inactive Participant, or the joint life and last survivor expectancy of the Participant or Inactive Participant and his Beneficiary;
(2) any withdrawal or distribution to the extent required to be made pursuant to
Section 401(a)(9) of the Code;
(3) any withdrawal which is made on account
of hardship (as defined in Section 7.02 of the Plan); and
(4) such other
amounts actually withdrawn by or distributed to a Participant or Inactive Participant as may be designated by the Commissioner of Internal Revenue in regulations, revenue rulings, notices and other guidance of general applicability.
(b) After-Tax Amounts. That portion of a withdrawal or distribution that would not be
includible in the gross income of the recipient if not directly rolled over to an Eligible Retirement Plan shall not fail to be part of an Eligible Rollover Distribution, provided that such portion is directly rolled over to an individual retirement
account or annuity described in Section 408(a) or (b) of the Code, to a qualified plan (only to a defined contribution plan with respect to distributions prior to January 1, 2007) described in Sections 401(a) or 403(a) of the Code, or
to an annuity contract described in Section 403(b) of the Code that separately accounts for the amount so transferred, including separately accounting for the portion of the Eligible Rollover Distribution that would be includible in gross
income if not so rolled over and the portion which would not be so included.
|
(a) |
Employee means any person who: |
|
(1) |
is employed by a Participating Company; |
|
(2) |
is compensated at an hourly rate; |
(A) represented by the Tobacco Workers Union, or
13
(B) represented by the Craft Union,
or,
(C) a UST Employee, or
(D) a SMWE Employee; and
(A) a Full-Time Employee; or
(B) a Part-Time Employee.
A Full-Time Employee means an Employee who is in the regular full-time service of a Participating Company. A Part-Time Employee means
an Employee who is in the part-time service of a Participating Company.
|
(b) |
Excluded Classes. The term Employee shall exclude: |
(1) an employee covered under another profit-sharing plan qualified under
Section 401(a) of the Code to which a Participating Company is contributing; or
(2) an employee employed by the Puerto Rico branch of Altria International Sales
Inc. (formerly known as the Philip Morris de Puerto Rico division of Philip Morris USA Inc.);
(3) an employee classified as
(A) a seasonal worker (including a seasonal ranch employee), and
(B) a temporary employee (including a temporary professional or a relief nurse who
is hired on or after January 1, 2012);
(4) effective February 1,
2005, a Retired Employee who:
(A) was represented by the Tobacco Workers Union
at his date of retirement (as defined in the Retirement Plan for Hourly Employees);
(B) is re-employed by the Company pursuant to its Supplemental Workforce Program;
(C) is represented by the Tobacco Workers Union during his period of
re-employment;
(D) is scheduled to work less than one thousand
(1,000) Hours of Service during a year of Accredited Service (but his exclusion from participation in the Plan shall be determined irrespective of the actual Hours of Service such individual completes during a year of Accredited Service); and
(E) whose benefit from the Altria Retirement Plan is not suspended during the
period of re-employment pursuant to the provisions of Paragraph S2.08 of that plan; or
14
(5) a Leased Employee; or
(6) an employee who is a five percent (5%) owner (as defined in
Section 416 of the Code); or
(7) any individual whose services are
procured from a leasing organization or agency, vendor, contractor or other third party, including but not limited to a temporary employment agency, whether on a part time or full time basis, and regardless of whether the individual is subsequently
determined (by judicial action or otherwise) to be or have been an employee of a Participating Company; or
(8) any individual who performs services for a Participating Company under a
contract, agreement or arrangement that purports to treat, designate or classify him or her as, or whom the Participating Company otherwise treats, designates, classifies or regards as, an independent contractor, consultant, temporary worker
(regardless of how long the person actually provides services or the number of hours worked in a given week), project worker, contingent worker, or employee of a third party, regardless of whether that classification, designation or treatment is
correct as a matter of law and/or the individual is subsequently determined (by judicial action or otherwise) to be or have been an employee of a Participating Company.
(c) Loss of Employee Status. An Employee shall cease to be such upon severance of
his employment for any cause whatsoever (including, without limitation, during any period of time during which the former Employee is eligible to receive a disability allowance under the Long-Term Disability Plan for Hourly Employees).
(1) Exception. An Employee shall be deemed, for purposes of this Plan, to be
an Employee and continuously employed by a Participating Company during all periods of leave of absence with or without pay, including Service in the Uniformed Services of the United States for a period not in excess of that as may be prescribed by
law; provided, however that any Participant who is performing active duty Service in the Uniformed Service of the United States for more than 30 days shall be deemed to have severed from employment with the Controlled Group solely for purposes of
eligibility to receive a distribution of his or her Salary Reduction Contributions (including Roth contributions, if applicable) as permitted under Section 7.09 of the Plan; and
(2) Service With Controlled Group. For the purpose of determining when a
Participant ceases to be an Employee and eligible for a distribution of his Accounts pursuant to ARTICLE VI of the Plan, a person shall be deemed to be an Employee during all periods of employment with any member of the Controlled Group which is not
a Participating Company.
ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.
ESOP Fund means that Subpart of Part D of the Fund designated as the ESOP Fund as described in Section 8.02(a)(4) of the Plan. No
Contributions (Operating Company
15
Contributions for Plan Years 1994 to 2009), Company Match Contributions, Supplemental Company Contributions, Salary Reduction Contributions, Catch-Up Contributions, After-Tax Contributions,
Qualified Nonelective Contributions, Rollover Contributions or After-Tax Rollover Contributions shall be made to the ESOP Fund, provided however, that intra-Plan transfers from Subpart D forming part of the Profit-Sharing Fund to the ESOP Fund shall
be made in accordance with the provisions of Section 8.02(d) of the Plan.
(a) Exchange means a method of selling part or all of an investment in one Part of the Fund and
investing the proceeds in another Part of the Fund.
(b) A Participant, Inactive Participant,
Beneficiary or Alternate Payee may perform an Exchange with respect to any one of his Accounts invested in a Part of the Fund, or as to all of his Accounts invested in such Part.
Ex-Dividend Date means the first date on which a purchaser of shares of Altria Stock on the New York Stock Exchange (or other stock
exchange) is not entitled to receive a cash dividend that has been previously declared by the Board.
Fiduciary means each Fiduciary named in ARTICLE X of the Plan, an Investment Advisor (as described in Section 1.49(c) of the Plan),
an Investment Manager and any other person or entity, but only to the extent that each such person, body or entity (1) exercises any discretionary authority or discretionary control respecting management of the Plan or exercises any authority
or control respecting management or disposition of any Part of the Fund, or (2) has any discretionary authority or discretionary responsibility in the administration of the Plan. The fiduciary responsibilities of the Fiduciaries shall be
allocated among each such Fiduciary in accordance with ARTICLE X of the Plan.
Fund means the trust fund provided for in the Plan and established under the Trust Agreements. The Fund is comprised of the
Profit-Sharing Fund and the ESOP Fund.
1.43 |
GENERAL PURPOSE LOAN |
General Purpose Loan means a loan obtained by a Participant from his Accounts pursuant to ARTICLE IX of the Plan which is not a Home
Purchase Loan.
1.44 |
HIGHLY COMPENSATED EMPLOYEE |
Highly Compensated Employee means any Employee who (1) was a 5% owner at any time during the year or the preceding calendar year,
or (2) for the preceding calendar year had Compensation from a Participating Company in excess of $115,000 (as adjusted from time to time to reflect changes in the cost-of-living in accordance with Section 414(q)(1) of the Code and
applicable regulations).
16
Home Purchase Loan means a loan obtained by a Participant from his Accounts pursuant to ARTICLE IX of the Plan, the proceeds of which
are to be used to acquire any dwelling unit which is to be used within a reasonable period of time as the principal residence of the Participant.
(a) Hour of Service means:
(1) each hour for which an Employee is paid, or entitled to payment, for the
performance of duties for any member of the Controlled Group (such hours to be credited to the period in which the duties were performed);
(2) each hour for which an Employee is paid, or entitled to payment, by any member
of the Controlled Group on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty,
military duty or leave of absence (such hours to be credited to the period or periods in which the nonperformance of duties occurs and in accordance with Section 2530.200b-2(b) and (c) of the Department of Labor Regulations); and
(3) each hour for which back pay, irrespective of mitigation of damages, is either
awarded or agreed upon by any member of the Controlled Group (such hours to be credited to the period or periods to which the award pertains).
(b) Inclusions. Further, the term Hour of Service shall include periods of time during
which the Employee is not entitled to be paid for an authorized leave of absence or for a period during which his absence is due to Service in the Uniformed Services of the United States.
(c) Non-duplication of Hours. No Employee shall be credited more than once with Hours
of Service with respect to the same actual hours.
1.47 |
INACTIVE PARTICIPANT |
Inactive Participant means a former Participant who has ceased to be a Participant but who has one or more Accounts under the Plan. A
Participant who has retired and who is eligible for an allocation of the Contribution, Company Match Contribution, Supplemental Company Contribution, or Qualified Nonelective Contribution with respect to the year in which he retires shall be deemed
to be an Inactive Participant for purposes of ARTICLE VI of the Plan.
1.48 |
INVESTMENT COMMITTEE |
(a) Investment Committee means the Altria Group Benefits Investment Committee established under the
Plan. The members of the Investment Committee shall consist of the following positions of Altria and the Company:
|
(1) |
Corporate Secretary of Altria; |
17
|
(2) |
Vice President of the Company responsible for employee benefits; |
|
(3) |
Treasurer of Altria; and |
|
(4) |
Chief Financial Officer of Altria. |
(b) Duties of Investment Committee. The duties of the Investment Committee are
described in Section 10.02 of the Plan.
(c) Membership. A member of
the Investment Committee may be removed or replaced or additional members may be added, solely by an amendment to the Plan adopted by the Committee, as settlor. If a reorganization of Altria and/or any other member of the Controlled Group results in
a change in the title of one of the positions set forth in subsection (a) above, the Secretary to the Investment Committee will identify the position of Altria or the Company that has assumed the duties of the position that has been eliminated
and that position will succeed to the duties of the member whose position was changed.
Investment Manager means:
(a) a bank (as defined in the Investment Advisers Act of 1940);
(b) an insurance company qualified to manage, acquire, or dispose of any assets of an employee
benefit plan subject to ERISA under the laws of more than one State;
(c) a registered
Investment Adviser under the Investment Advisers Act of 1940; and
(d) any fiduciary who is not
registered as an investment advisor under the Investment Advisors Act of 1940 by reason of paragraph (1) of Section 203(A)(a) of such Act, is registered as an investment advisor under the laws of the State in which such fiduciary maintains
its principal office and place of business and, at the time the fiduciary last filed the registration form most recently filed by the fiduciary in order to maintain the fiduciarys registration under the laws of such State, also filed a copy of
such form with the Secretary of Labor;
and who, in each case, is appointed by the Investment Committee (or one of its predecessors) to manage all
or part of the assets of the Fund, provided such appointee acknowledges in writing that it is a fiduciary (as defined in ERISA) with respect to its investment duties under the Plan.
1.50 |
KRAFT HEINZ COMPANY STOCK |
Kraft Heinz Company Stock (formerly stock of Kraft Foods Group, Inc.) means the shares of common stock of The Kraft Heinz Company
(formerly Kraft Foods Group, Inc.) that are held in Part O of the Fund (the Kraft Heinz Company Stock Investment Option) as a result of (i) the distribution of shares of stock of Kraft Foods Group, Inc. to the stockholders of Mondelēz
International, Inc. (formerly Kraft Foods Inc.), and (ii) the merger of Kraft Foods Group, Inc. and H. J. Heinz Company.
18
1.51 |
KRAFT HEINZ COMPANY STOCK INDEPENDENT NAMED
FIDUCIARY |
Kraft Heinz Company Stock Independent Named Fiduciary means
Fiduciary Counselors Inc. The duties of the Kraft Heinz Company Stock Independent Named Fiduciary are described in Section 10.06 of the Plan. The Kraft Heinz Company Stock Independent Named Fiduciary may be removed or replaced solely by an
amendment to the Plan adopted by the Administrator upon the direction of the Monitoring Committee.
Leased Employee means any person (other than an Employee of a Participating Company) who, pursuant to an agreement between the
Participating Company and any other person (leasing organization), has performed services for the Participating Company (or for the Participating Company and related persons determined in accordance with Section 414(n)(6) of the
Code) on a substantially full-time basis for a period of at least one year, and such services are performed under the primary direction or control of the Participating Company (or of the Participating Company and related persons determined in
accordance with Section 414(n)(6) of the Code).
Loan or Loans means the General Purpose Loans and Home Purchase Loans that may be obtained by a Participant pursuant to ARTICLE IX of
the Plan.
Loan Account means the account maintained by the Third-Party Recordkeeper to reflect the principal balance of any outstanding Loan or
Loans extended to a Participant pursuant to ARTICLE IX of the Plan.
1.55 |
MANAGEMENT COMMITTEE |
(a) Management Committee means the Altria Group Management Committee for Employee Benefits.
(b) Duties. The duties of the Management Committee are described in Section 10.04
of the Plan.
(c) Membership. The members of the Management Committee shall
consist of the following positions:
(1) Vice President of Altria
responsible for human resources (including a Vice President who may be designated as Senior or Executive);
|
(2) |
President of Philip Morris USA Inc.; and |
|
(3) |
Director, Benefits Investments, Altria Client Services LLC. |
1.56 |
MATCH-ELIGIBLE EMPLOYEE |
Match-Eligible Employee means any Employee who (1) is not eligible to participate in the Altria Retirement Plan even though he is
employed by a member of the Controlled Group
19
that is a participating company in the Altria Retirement Plan, or (2) is not eligible to accrue further service under the Altria Retirement Plan used to calculate the amount of
his or her benefit under such plan as a result of an amendment to that plan, and shall include, but not be limited to, the following Employees:
(a) an Employee who is hired or rehired by a Participating Company (other than UST or SMWE) on and
after June 1, 2007 (October 1, 2006 in the case of an Employee represented by the Craft Union); or
(b) an individual who was hired or rehired by any member of the Controlled Group on or after
June 1, 2007 (October 1, 2006 in the case of an Employee represented by the Craft Union), and who is thereafter transferred to a position in which he becomes an Employee employed by a Participating Company (other than UST); or
(c) an individual who was a match eligible employee under the terms of the Salaried Plan
or the Deferred Profit-Sharing Plan for Craft Employees and who is transferred to a position in which he becomes an Employee employed by a Participating Company (other than UST); or
(d) effective January 1, 2010, a UST Employee, or a SMWE Employee.
Mondelēz Stock (formerly known as Kraft Stock) means the shares of the Class A common stock of Mondelēz International,
Inc. that are held in Part I of the Fund (the Mondelēz Stock Investment Option).
1.58 |
MONDELĒZ STOCK INDEPENDENT NAMED FIDUCIARY
|
Mondelēz Stock Independent Named Fiduciary means Fiduciary Counselors Inc. The duties of the
Mondelēz Stock Independent Named Fiduciary are described in Section 10.06 of the Plan. The Mondelēz Stock Independent Named Fiduciary may be removed or replaced solely by an amendment to the Plan adopted by the Administrator upon the
direction of the Monitoring Committee.
1.59 |
MONITORING COMMITTEE |
Monitoring Committee means the Director, Benefits Investment of the Company and Senior Manager, Retirement Plans of the Company. If a
reorganization of Altria and/or any other member of the Controlled Group results in a change in the title of one of the positions set forth above, the Secretary to the Investment Committee will identify the position of Altria or the Company that has
assumed the duties of the position that has been eliminated and that position will succeed to the duties of the member whose position was changed.
Named Fiduciary means a Fiduciary who is named in the Plan as a Named Fiduciary, and which Named Fiduciary shall be a named
fiduciary within the meaning of Section 402(a) of ERISA. Each Named Fiduciary shall have several (and not joint) authority to control and manage different aspects of the operation and administration of the Plan. A Named Fiduciary shall
not include a fiduciary acting in the sole capacity as an Investment Manager.
20
Non-Altria Stock means Mondelēz Stock, PMI Stock and/or Kraft Heinz Company Stock, as the context may require.
1.62 |
NON-ALTRIA STOCK INDEPENDENT NAMED
FIDUCIARY |
Non-Altria Stock Independent Named Fiduciary means the
Mondelēz Stock Independent Named Fiduciary, the PMI Stock Independent Named Fiduciary and/or the Kraft Heinz Company Stock Independent Named Fiduciary, as the context may require.
1.63 |
NON-ALTRIA STOCK INVESTMENT OPTION
|
Non-Altria Stock Investment Option means the Mondelēz Stock Investment Option, the PMI Stock Investment
Option and/or the Kraft Heinz Company Stock Investment Option, as the context may require.
1.64 |
OPERATING COMPANY CONTRIBUTION |
Operating Company Contribution shall have the meaning set forth in ARTICLE II of the Plan as in effect on December 31, 2009.
Effective for Plan Years beginning in 2010, no further Operating Company Contributions will be made to the Fund.
(1) an Employee who is eligible for an allocation of the Contribution pursuant to
Section 2.02 of the Plan and ARTICLE III of the Plan pursuant to subsection (b)(1) of this Section 1.65 of the Plan;
(2) a Match-Eligible Employee who is not a UST Employee or a SMWE Employee and who
is eligible for an allocation of the Contribution pursuant to Section 2.02 of the Plan and a Supplemental Company Contribution pursuant to Section 2.07 of the Plan pursuant to subsection (b)(1) of this Section 1.65 of the Plan; and
(3) an Employee who has made Participant contributions pursuant to ARTICLE IV
of the Plan.
(b) Eligibility for Contribution (and Supplemental Company Contribution
in the case of a Match-Eligible Employee).
(1) An Employee (other
than a Match-Eligible Employee) shall be eligible to become a Participant with respect to the Contribution pursuant to Section 2.02 of the Plan and ARTICLE III of the Plan, provided that he is:
(A) a Full-Time Employee who has completed 24 months of Accredited Service as of
December 31 of the Plan Year for which the Contribution is made; or
(B) a
Part-Time Employee who has completed two years of Accredited Service and has reached the second anniversary date of either the
21
date of his employment or reemployment as of December 31 of the Plan Year for which the Contribution is made.
(2) A Match-Eligible Employee who is not a UST Employee or a SMWE Employee shall be
eligible to become a Participant with respect to the Contribution pursuant to Section 2.02 and ARTICLE III of the Plan, and, on or after January 1, 2016, the Supplemental Company Contribution pursuant to Section 2.07 of the Plan if he
is:
(A) a Full-Time Employee who has completed 12 months of Accredited Service
as of December 31 of the Plan Year for which the Contribution and Supplemental Company Contribution are made; or
(B) a Part-Time Employee who has completed one year of Accredited Service as of
December 31 of the Plan Year for which the Contribution and Supplemental Company Contribution are made.
(3) A UST Employee shall not be eligible to become a Participant with respect to the
Contribution.
(4) A SMWE Employee shall not be eligible to become a Participant
with respect to the Contribution.
(c) Eligibility to Make Personal Contributions. An
Employee shall be eligible to become a Participant for purposes of making Salary Reduction Contributions, Catch-Up Contributions and After-Tax Contributions pursuant to ARTICLE IV of the Plan if he is a Full-Time Employee or a Part-Time Employee who
has elected to make Salary Reduction Contributions, Catch-Up Contributions, or After-Tax Contributions (or is treated as having elected to make Salary Reduction Contributions) pursuant to ARTICLE IV of the Plan.
(d) Eligibility for Company Match Contributions.
(1) A Match-Eligible Employee who is not a UST Employee or a SMWE Employee shall be
eligible to become a Participant with respect to the Company Match Contribution pursuant to Section 2.03 of the Plan if he is a Full-Time Employee or a Part-Time Employee who has completed 90 days of Accredited Service (irrespective of the
number of Hours of Service completed during such 90-day period); provided, however, that no Match-Eligible Employee shall be eligible to become a Participant with respect to the Contribution pursuant to Section 2.02 of the Plan, the
Supplemental Company Contribution pursuant to Section 2.07 of the Plan and the Company Match Contribution pursuant to Section 2.03 of the Plan if he is accruing a benefit under the Altria Retirement Plan with respect to the same period of
Accredited Service.
(2) Effective January 1, 2016, a Participant who is
not a Match-Eligible Employee, a UST Employee, or a SMWE Employee shall be eligible to become a Participant with respect to the Company Match Contribution pursuant to Section 2.035 of the Plan if he is a Full-Time Employee or a Part-Time
Employee;
(3) A UST Employee shall be eligible to become a Participant with
respect to the Company Match Contribution pursuant to Section 2.04 of the Plan as of the first payroll period following the date he has completed one year of Accredited Service.
22
(4) A SMWE Employee shall be eligible
to become a Participant with respect to the Company Match Contribution pursuant to Section 2.04 of the Plan as of the first payroll period following the date he has completed one year of Accredited Service.
(e) Cessation of Participation. Every Employee shall cease to be a Participant for
purposes of ARTICLE II, ARTICLE III and ARTICLE IV of the Plan whenever he ceases to be an Employee; provided, however, that a Participant who:
(1) transfers to a job position whereby he becomes an employee of a member of the
Controlled Group which is not a Participating Company;
(2) retires from the
employ of a Participating Company and is eligible for an early, full or deferred retirement benefit under a retirement plan of a Participating Company or. in the case of a Match-Eligible Employee, he has attained age 55 and completed of five years
of service or completed 30 or more years of Accredited Service on or before the date he ceased to be an Employee;
(3) qualifies for a disability allowance under the Long-Term Disability Plan for
Hourly Employees;
(4) dies while an Employee of a Participating Company;
(5) severs his employment with a Participating Company on or after the date that the
Employee is eligible to retire on an early, full or deferred retirement benefit under a retirement plan of a Participating Company, or in the case of a Match-Eligible Employee, he severs his employment with a Participating Company on or after the
date that the Employee attains age 55 and completes five years of service or completes 30 years of Accredited Service; or
(6) (i) severs his employment with a Participating Company, (ii) is eligible to
receive payments under the Income Protection Program of the Company, and (iii) is eligible to retire on an early, full or deferred retirement benefit under a retirement plan of a Participating Company prior to the last payment due the former
Employee under the Income Protection Program of the Company, or in the case of a Match-Eligible Employee he will attain age 55 and complete of five years of service or complete 30 years of Accredited Service prior to the last payment due the former
Employee pursuant to Income Protection Program of the Company;
shall in each case be deemed to be a Participant on the last Business Day of the
year in which he so transfers, retires, qualifies for a disability allowance under the Long-Term Disability Plan for Hourly Employees, dies or separates from service for purposes of ARTICLE II and ARTICLE III of the Plan, provided, that, in the case
of a transfer described in Section 1.65(e)(1) of the Plan, the Participant is employed by a member of the Controlled Group on the last Business Day of the year in which he so transfers.
1.66 |
PARTICIPATING COMPANY |
Participating Company means the Company and any other corporation which is a member of the Controlled Group and which, with the approval
of the Administrator, determines to participate in the Plan and executes such instruments of participation as the Administrator deems necessary. A list of the Participating Companies is set forth in Exhibit A of the Plan, as
23
such Exhibit may be amended from time to time. Except as may otherwise be determined by the Administrator, a Participating Company shall cease to be such when it ceases to be a member of the
Controlled Group.
PAYSOP means the Philip Morris Union Employees Stock Ownership Plan, as amended and in effect immediately prior to its termination
and the merger of its assets and liabilities with the assets and liabilities of the Plan.
1.68 |
PAYSOP ROLLOVER ACCOUNT |
Paysop Rollover Account means the account maintained by the Third-Party Recordkeeper reflecting the Participants or Inactive
Participants (or Beneficiarys or Alternate Payees) share of the Fund resulting from the transfer of his account, if any, under the PAYSOP to the Profit-Sharing Fund.
1.69 |
PERSONAL AFTER-TAX ACCOUNT |
Personal After-Tax Account means the account maintained by the Third-Party Recordkeeper reflecting a Participants or Inactive
Participants (or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of After-Tax Contributions to the Profit-Sharing Fund pursuant to Section 4.03 of the Plan.
1.70 |
PERSONAL AFTER-TAX ROLLOVER ACCOUNT
|
Personal After-Tax Rollover Account means the account maintained by the Third-Party Recordkeeper reflecting a
Participants or Inactive Participants (or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of one or more After-Tax Rollover Contributions to the Profit-Sharing Fund pursuant to Section 4.06
of the Plan.
1.71 |
PERSONAL BEFORE-TAX ACCOUNT |
Personal Before-Tax Account means the account maintained by the Third-Party Recordkeeper reflecting a Participants or Inactive
Participants (or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of Salary Reduction Contributions to the Profit-Sharing Fund pursuant to Section 4.01 of the Plan.
1.72 |
PERSONAL BEFORE-TAX CATCH-UP ACCOUNT
|
Personal Before-Tax Catch-Up Account means the account maintained by the Third-Party Recordkeeper reflecting
a Participants or Inactive Participants (or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of Catch-Up Contributions to the Profit-Sharing Fund pursuant to Section 4.02 of the Plan.
Plan means the Deferred Profit-Sharing Plan for Hourly Employees (formerly known as the Deferred Profit-Sharing Plan for Tobacco
Workers), effective as of January 1, 1956 and as amended from time to time.
24
Plan Year means a calendar year.
PMI Stock means the shares of the common stock of Philip Morris International Inc., a Virginia corporation, that are held in Part K of
the Fund (the PMI Stock Investment Option).
1.76 |
PMI STOCK INDEPENDENT NAMED FIDUCIARY |
PMI Stock Independent Named Fiduciary means Fiduciary Counselors Inc. The duties of the PMI Stock Independent Named Fiduciary are
described in Section 10.06 of the Plan. The PMI Stock Independent Named Fiduciary may be removed or replaced solely by an amendment to the Plan adopted by the Administrator upon the direction of the Monitoring Committee.
Profit-Sharing Fund shall mean the Parts of the Fund described in Section 8.02 of the Plan, except the Subpart of Part D of the
Fund which is designated the ESOP Fund. For purposes of the Plan, any contributions made to the trust fund under the UST Savings Plan and any earnings on such contributions that have been merged into the Plan shall be treated as made to the
Profit-Sharing Fund.
1.78 |
QUALIFIED DOMESTIC RELATIONS ORDER |
(a) Qualified Domestic Relations Order means any judgment, decree or order (including approval of a
property settlement agreement) pursuant to a State domestic relations law (including a community property law) which:
(1) relates to the provision of child support, alimony payments or marital property
rights to an Alternate Payee;
(2) creates or recognizes the existence of an
Alternate Payees right to, or assigns to an Alternate Payee the right to, receive all or a portion of the Accounts of a Participant or Inactive Participant under the Plan; and
(3) specifies:
(A) the names and last known mailing addresses of the Participant or Inactive
Participant and each Alternate Payee;
(B) the portion of the Participants
or Inactive Participants Accounts to be distributed to each Alternate Payee, or the manner in which such portion is to be determined;
(C) the period and frequency with which distribution of the Accounts is to be made;
and
(D) each plan qualified under Section 401(a) of the Code maintained by
the Controlled Group to which it applies.
25
Notwithstanding the preceding provisions of this Section 1.78(a), a domestic relations order can
qualify as a Qualified Domestic Relations Order even if issued after the Participants death, divorce or date distribution has begun to be made, or after a previously issued Qualified Domestic Relations Order.
(b) Disallowed Provisions. A Qualified Domestic Relations Order may not require:
(1) distribution of the Participants or Inactive Participants Accounts to
be made under the Plan in a form not authorized by ARTICLE VI of the Plan;
(2) distribution to be made to the Alternate Payee in an amount which is greater than
the Current Value of the Participants or Inactive Participants Accounts and Loan Account; and
(3) distribution to be made to an Alternate Payee which is required to be made to
another Alternate Payee pursuant to another judgment, decree or order previously determined to be a Qualified Domestic Relations Order.
(c) Value of Participants Accounts. For the purpose of determining the value of a
Participants or Inactive Participants Accounts, the Qualified Domestic Relations Order may include the value of a Participants or Inactive Participants Loan Account, but may not provide for the assignment of all or any
portion of a Loan Account to an Alternate Payee.
1.79 |
QUALIFIED NONELECTIVE CONTRIBUTIONS |
Qualified Nonelective Contributions mean contributions (other than the Contribution, Company Match Contributions and Supplemental
Company Contributions) made by a Participating Company and allocated to Participants accounts that the Participants may not elect to receive in cash until distributed from the Plan; that are nonforfeitable when made to the Plan; and that are
distributable only in accordance with the distribution provisions applicable to Salary Reduction Contributions (except that no withdrawals may be made on account of hardship).
1.80 |
REAL-TIME TRADE OR REAL-TIME
TRADING |
Real-Time Trade or Real-Time Trading means the exclusive method by
which a Participant, Inactive Participant, Beneficiary or Alternate Payee performs an Exchange into or out of Part D of the Fund and out of Part I, Part K and/or Part O of the Fund. A Real-Time Trade shall be performed in accordance with such rules
as may be prescribed from time to time by the Trustee of Part D, Part I, Part K and Part O of the Fund or Third-Party Recordkeeper.
1.81 |
REBALANCE OR REBALANCING |
Rebalance or Rebalancing means a method by which a Participant, Inactive Participant, Beneficiary or Alternate Payee sells an interest
in one or more Parts of the Fund (other than Part D, Part I, Part K and Part O) and invests the proceeds in one or more Parts of the Fund (other than Part D, Part I, Part K and Part O). With a Rebalancing, a Participant, Inactive Participant,
Beneficiary or Alternate Payee reallocates his existing investments in the Parts of the Fund (other than Part D, Part I, Part K and Part O) among the same or other Parts of the Fund (other than Part D, Part I, Part K and Part O). A Participant,
Inactive Participant, Beneficiary or Alternate Payee may Rebalance his existing investments with respect to any one
26
of his Accounts, or as to all of his Accounts. A Rebalancing must be expressed as a percentage (in 1% increments) of the Parts of the Fund in which the Participants, Inactive
Participants, Beneficiarys or Alternate Payees Account (or Accounts) are to be invested.
Record Date means the date on which the shareholders of Altria Stock entitled to receive a dividend that has been declared by the Board
is ascertained.
1.83 |
REQUIRED BENEFIT COMMENCEMENT DATE |
Required Benefit Commencement Date means:
(a) in the case of an Employee or former Employee who attains the age of 70 1⁄2 years on or after January 1, 1999, April 1 of the calendar year next succeeding the later of (A) the calendar year in which the Employee or
former Employee attains the age of 70 1⁄2 years, or (B) the calendar year in which the Employee retires; and
(b) in the case of a Spouse of a deceased Inactive Participant who died prior to his Required Benefit
Commencement Date, the later of:
(1) the end of the calendar year immediately
following the calendar year in which the Inactive Participant died; and
(2) the
end of the calendar year in which the deceased Inactive Participant would have attained the age of 70 1⁄2 years.
Rollover Account means the account maintained by the Third-Party Recordkeeper reflecting a Participants, Inactive
Participants (or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of an Eligible Rollover Contribution to the Profit-Sharing Fund by a Participant pursuant to Section 4.06 of the Plan.
Roth Account means the account maintained by the Third-Party Recordkeeper reflecting a Participants, Inactive Participants,
(or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of Roth contributions to the UST Savings Plan pursuant to section 3.3 of the UST Savings Plan.
1.86 |
ROTH CATCH-UP ACCOUNT |
Roth Catch-Up Account means the account maintained by the Third-Party Recordkeeper reflecting a Participants, Inactive
Participants, (or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of Roth Catch-Up contributions to the UST Savings Plan pursuant to section 3.7 of the UST Savings Plan.
Salaried Plan means the Deferred Profit-Sharing Plan for Salaried Employees, effective as of January 1, 1956 and as amended from
time to time.
27
1.88 |
SALARY REDUCTION CONTRIBUTION |
Salary Reduction Contribution means a contribution by a Participating Company to the Profit-Sharing Fund on behalf of a Participant who
has elected to reduce his Compensation (or to forego an increase in his Compensation) and which is subject to a cash or deferred election (as defined in Treasury Regulation Section 1.401(k)-1(a)(3)) pursuant to the Cash or Deferred Arrangement
set forth in Section 4.01 of the Plan.
1.89 |
SERVICE IN THE UNIFORMED SERVICES OF THE
UNITED STATES |
Service in the Uniformed Services of the
United States means service in the uniformed services (as defined in chapter 43 of Title 38, United States Code) by any Employee who is entitled to reemployment rights under chapter 43, Title 38 of the United States Code with respect to such
service.
SMWE means:
(a) Ste. Michelle Wine Estates Ltd. (including the former Conn Creek Winery, Ltd.); and
(b) Stags Leap Wine Cellars LLC.
SMWE Employee means an Employee who is employed by SMWE as a non-agricultural employee and represented by Teamsters Local Union
No. 117, except that a SMWE Employee shall not include any employee who is classified by his Participating Company as:
(a) A field coordinator,
(b) An agricultural worker,
(c) An intern,
(d) part of a cooperative student arrangement, or
(e) on a leave of absence from a Participating Company from which the SMWE Employee is not expected
to return (for example, employees on severance leave).
Spouse means the individuals described in subsections (a), (b) and (c) of this Section 1.92 of the Plan:
(a) With respect to a Participant or Inactive Participant who is not deceased, the spouse of such
Participant or Inactive Participant from a marriage that was validly entered into in a domestic or foreign jurisdiction having the legal authority to sanction marriages.
(b) With respect to a deceased Participant or deceased Inactive Participant, the widow or widower of
such deceased Participant or deceased Inactive Participant from a
28
marriage that was validly entered into in a domestic or foreign jurisdiction having the legal authority to sanction marriages; provided that such widow or widower was married to such deceased
Participant or deceased Inactive Participant on the date of his death.
(c) A former Spouse shall
be deemed to be the Spouse of a Participant, Inactive Participant, deceased Participant, or deceased Inactive Participant to the extent provided in a Qualified Domestic Relations Order.
1.93 |
SUPPLEMENTAL COMPANY CONTRIBUTION |
Supplemental Company Contribution shall have the meaning set forth in Section 2.07 of the Plan.
1.94 |
SUPPLEMENTAL COMPANY CONTRIBUTION ACCOUNT |
Supplemental Company Contribution Account means the account maintained by the Third-Party Recordkeeper reflecting the Participants
or Inactive Participants (or Beneficiarys or Alternate Payees) share of the Fund resulting from the making of Supplemental Company Contributions to the Profit-Sharing Fund pursuant to Section 2.07 of the Plan.
1.95 |
TARGET ADJUSTED EARNINGS PER SHARE GROWTH
RATE |
Target Adjusted Earnings Per Share Growth Rate means, the forecasted
percentage growth rate, expressed as a range, in adjusted diluted earnings per share of Altria Stock for Altrias fiscal year coinciding with the Plan Year for which the Contribution is calculated pursuant to Section 2.02 from the adjusted
diluted earnings per share of Altria Stock for the immediately preceding fiscal year, as established by Altria in its sole discretion. The definition of Target Adjusted Earnings Per Share Growth Rate refers to the original announcement by Altria
planned for late January of each year, without giving effect to any subsequent adjustments or revisions, other than those the sole purpose of which is to correct any errors included in the original announcement or change the methodology for the
calculation of adjusted diluted earnings per share attributable to Altria.
1.96 |
THIRD-PARTY RECORDKEEPER |
Third-Party Recordkeeper means Fidelity Employer Services Company (or any successor thereto), retained to provide ministerial
recordkeeping and administrative functions under the Plan as documented in a separate Administrative Services Agreement dated July 1, 2002, as the same may be amended from time to time.
1.97 |
TOBACCO WORKERS UNION |
Tobacco Workers Union means the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union Locals 203-T, 359-T, 229-T
and 16-T.
Trust Agreement means one of the trust agreements entered into by the Investment Committee (or a predecessor Investment Committee) and a
Trustee with respect to all or a portion of the assets of the Plan.
29
Trustee means a trustee under one of the Trust Agreements.
UST
means UST LLC and its subsidiaries other than SMWE.
UST Employee means an Employee who:
(a) is employed by
(1) U.S. Smokeless Tobacco Manufacturing Company LLC at its facilities located in
Franklin Park, Illinois or Nashville, Tennessee; and
(b) in the case of an Employee employed at
Franklin Park is represented by
(1) Local 1 - SEIU (Service Employees
International Union) - Skilled Trades and Production workers;
(2) Local 134 -
IBEW (International Brotherhood of Electrical Workers); or
(3) Local 399 - IUOE
(International Union of Operating Engineers); and
(c) in the case of an Employee employed at
Nashville, Tennessee, is represented by Local 150 - RWDSU (Retail, Wholesale, and Department Store Union),
but shall not include Leased Employees,
interns, individuals employed as part of a cooperative student arrangement, nonresident aliens with no United States source income, any persons employed in a capacity as Field Coordinator or who receives compensation from the Company other than a
pension, severance pay, retainer, or fee under a contract.
UST Match Account means the Account maintained by the Third-Party Recordkeeper reflecting a Participants, Inactive
Participants, (or Beneficiarys or Alternate Payees) share of the Fund resulting from: (1) the making of matching contributions to the UST Savings Plan pursuant to section 3.05 of the UST Savings Plan and (2) the making of
Company Match Contributions pursuant to Section 2.04 of the Plan with respect to payroll periods ending on or before March 2, 2013.
UST Savings Plan means the UST Employees Savings Plan, as amended and in effect immediately prior to the merger of its assets and
liabilities with and into the assets and liabilities of the Plan, effective December 30, 2009.
30
Valuation Date means, subject to Section 5.02 of the Plan, the end of each Business Day or such other time or times as may be
determined.
The masculine pronoun shall include the feminine pronoun unless the context clearly requires otherwise.
31
ARTICLE II
COMPANY CONTRIBUTIONS
Altria shall make the Contribution available for the purposes of the Plan after the end of each Plan Year.
2.02 |
AMOUNT OF CONTRIBUTION. |
(a) Formula. For Plan Years beginning on and after January 1, 2016, subject
to the provisions of this Section 2.02 and Sections 2.06, 2.08, 2.09, and 2.11 of the Plan, the Contribution shall be as follows:
(1) If the Actual Adjusted Earnings Per Share Growth Rate for the Plan Year is within
the range of the Target Adjusted Earnings Per Share Growth Rate, then the Contribution for such year, expressed as a percentage of each eligible Participants Compensation, shall be 10%;
(2) If the Actual Adjusted Earnings Per Share Growth Rate for a Plan Year is less
than the low end of the range of the Target Adjusted Earnings Per Share Growth Rate for that Plan Year, then the Contribution for such year, expressed as a percentage of each eligible Participants Compensation, shall be 8%, provided, however,
that if unusual circumstances cause the Actual Adjusted Earnings Per Share Growth Rate for a Plan Year to be less than the low end of the range of the Target Adjusted Earnings Per Share Growth, the Committee has the discretion to consider other
financial performance metrics of the Company, including, but not limited to, the Actual Dividend Per Share Growth Rate as it may determine to approve a Contribution equal to the Contribution provided in Section 2.02(a)(1).
(3) If the Actual Adjusted Earnings Per Share Growth Rate is more than the high end
of the range of the Target Adjusted Earnings Per Share Growth Rate for that Plan Year, then the Contribution for such Plan Year, expressed as a percentage of each eligible Participants Compensation, shall be 12%.
(b) Rounding. For Plan Years beginning on and after January 1, 2016:
(1) As the Target Adjusted Earnings Per Share Growth Rate is expressed in whole
percentages, then:
(A) If the dollar amount of the Actual Adjusted Earnings Per
Share is not less than the lowest dollar amount in the range of dollar amounts of the Target Adjusted Earnings Per Share, then the Contribution for such year shall be 10%; and
(B) If the dollar amount of the Actual Adjusted Earnings Per Share is greater than
the highest dollar amount in the range of dollar amounts of the Target Adjusted Earnings Per Share, then the Contribution for such year shall be 12%.
32
(c) UST Employees and SMWE Employees are not eligible
for the Contribution made pursuant to Sections 2.01 and 2.02 of the Plan.
2.03 COMPANY MATCH
CONTRIBUTIONS FOR MATCH-ELIGIBLE EMPLOYEES WHO ARE NOT UST EMPLOYEES OR SMWE
EMPLOYEES
(a) In General. A Participating
Company shall make a Company Match Contribution to the Profit-Sharing Fund on behalf of a Match-Eligible Employee who is not a UST Employee or a SMWE Employee beginning with the first payroll period that is administratively practicable after the
date that the Match-Eligible Employee has completed ninety (90) days of Accredited Service with his Participating Company (irrespective of the number of Hours of Service completed by the Match-Eligible Employee during such 90-day period),
provided he has made Salary Reduction Contributions, After-Tax Contributions, or a combination of Salary Reduction Contributions and After-Tax Contributions for such payroll period.
(b) Amount of Company Match Contributions. Company Match Contributions on behalf of
each such Match-Eligible Employee who is not a UST Employee or a SMWE Employee shall be made in an amount equal to 100% of each such Match-Eligible Employees Salary Reduction Contributions and After-Tax Contributions made for a payroll period,
provided however, that a Participating Company shall not make Company Match Contributions with respect to Salary Reduction Contributions, After-Tax Contributions, or a combination of Salary Reduction Contributions and After-Tax Contributions in
excess of three percent of such Match-Eligible Employees Compensation made for any payroll period. For the avoidance of doubt, Company Match Contributions shall not be made with respect to amounts that are contributed to the Plan as Catch-Up
Contributions.
2.04 |
COMPANY MATCH CONTRIBUTIONS FOR UST EMPLOYEES AND SMWE
EMPLOYEES |
(a) In
General. A Participating Company shall make a Company Match Contribution to the Profit-Sharing Fund on behalf of a UST Employee and a SMWE Employee beginning with the first payroll period that is administratively practicable after the date that
the UST Employee or SMWE Employee becomes eligible for a Company Match Contribution pursuant to Section 1.65(d), provided he has made Salary Reduction Contributions, After-Tax Contributions, or a combination of Salary Reduction Contributions
and After-Tax Contributions with respect to such payroll period.
(b) Amount of
Company Match Contributions.
(1) UST Employees. Company Match
Contributions on behalf of each such UST Employee shall be made in an amount equal to 100% of each such UST Employees Salary Reduction Contributions and After-Tax Contributions made for a payroll period, provided, however, that a Participating
Company shall not match Salary Reduction Contributions, After-Tax Contributions, or a combination of Salary Reduction Contributions and After-Tax Contributions in excess of six percent of such UST Employees Compensation made for any payroll
period. Thus, the maximum Company Match Contributions on behalf of a UST Employee shall be six percent of such UST Employees Compensation.
(2) SMWE Employees. Company Match Contributions on behalf of each SMWE
Employee shall be made in an amount equal to 50% of each such SMWE Employees Salary Reduction Contributions and After-Tax Contributions made for a
33
payroll period, provided, however, that a Participating Company shall not match Salary Reduction Contributions, After-Tax Contributions, or a combination of Salary Reduction Contributions and
After-Tax Contributions in excess of six percent of such SMWE Employees Compensation made for any payroll period. Thus, the maximum Company Match Contributions on behalf of a SMWE Employee shall be three percent of such SMWE Employees
Compensation.
(3) No Match on Catch-Up Contributions. For the avoidance
of doubt, Company Match Contributions shall not be made with respect to amounts that are contributed to the Plan as Catch-Up Contributions.
2.05 POST-2015 COMPANY MATCHING CONTRIBUTIONS FOR
PARTICIPANTS WHO ARE NOT MATCH-ELIGIBLE EMPLOYEES, UST EMPLOYEES OR SMWE EMPLOYEES.
(a) In General. For Plan Years beginning on or after January 1, 2016, a
Participating Company shall make a Company Match Contribution to the Profit-Sharing Fund on behalf of a Participant who is not a Match-Eligible Employee, a UST Employee, or a SMWE Employee, provided he has made Salary Reduction Contributions,
After-Tax Contributions, or a combination of Salary Reduction Contributions and After-Tax Contributions for such payroll period.
(b) Amount of Company Match Contributions. For Plan Years beginning on or after
January 1, 2016, Company Match Contributions on behalf of each such Participant shall be made in an amount equal to 100% of each such Participants Salary Reduction Contributions and After-Tax Contributions made for a payroll period,
provided however, that a Participating Company shall not make Company Match Contributions with respect to Salary Reduction Contributions, After-Tax Contributions, or a combination of Salary Reduction Contributions and After-Tax Contributions in
excess of five percent of such eligible Participants Compensation made for any payroll period. For the avoidance of doubt, Company Match Contributions shall not be made with respect to amounts that are contributed to the Plan as Catch-Up
Contributions.
2.06 |
FORFEITURE OF COMPANY MATCH CONTRIBUTIONS
|
Notwithstanding any provision in the Plan to the contrary, Company Match Contributions which related to
Salary Reduction Contributions distributed as excess deferrals or excess contributions shall be forfeited as of the last Valuation Date of the Plan Year to which the excess deferrals or excess contributions relate. Such forfeitures shall be used to
reduce the Contribution, Company Match Contributions, or Supplemental Company Contributions.
2.07 POST-2015
SUPPLEMENTAL COMPANY CONTRIBUTION FOR MATCH-ELIGIBLE EMPLOYEES WHO ARE NOT UST
EMPLOYEES OR SMWE EMPLOYEES
Effective for Plan Years beginning
on or after January 1, 2016, Altria shall make a Supplemental Company Contribution each Plan Year on behalf of each Match-Eligible Employee who is not a UST Employee or a SMWE Employee and who has satisfied the waiting period specified in
Section 1.65(d)(1) of the Plan, in an amount equal to five percent of each such eligible Match-Eligible Employees Compensation. The Supplemental Company Contribution shall be in addition to any Contribution made pursuant to
Section 2.02.
34
2.08 LIMITS ON AMOUNT OF
CONTRIBUTION AND SUPPLEMENTAL COMPANY CONTRIBUTION TO THE PLAN AND THE CONTRIBUTION
TO THE SALARIED PLAN.
(a) The sum of the amount of the Contribution pursuant to Section 2.02(a) of the Plan and the
amount of the Supplemental Company Contribution pursuant to Section 2.07 of the Plan shall not exceed three percent of Consolidated Earnings times a fraction, the numerator of which is the aggregate Compensation of eligible Participants among
whom the Contribution is to be allocated and the denominator of which is the sum of the numerator herein plus the aggregate compensation (as defined in the Salaried Plan) of eligible participants (as defined in the Salaried Plan) among whom the
contribution (as defined in the Salaried Plan) is to be allocated.
(b) If the sum of the amount
of the Contribution pursuant to Section 2.02(a) of the Plan and the amount of the Supplemental Company Contribution pursuant to Section 2.07 of the Plan exceeds the limitation of Section (a) of this Section 2.08, the Plans
allocable share of three percent of Consolidated Earnings shall be allocated, as follows:
(1) the amount of the Supplemental Company Contribution pursuant to Section 2.07
of the Plan shall first be allocated among each Match-Eligible Employee who is not a UST Employee or a SMWE Employee and who is eligible for the Supplemental Company Contribution for the calendar year so that each such Match-Eligible Employee
receives a Supplemental Company Contribution equal to the same percentage of Compensation as each other Match-Eligible Employee who is eligible for the Supplemental Company Contribution; and
(2) any amount of the Plans allocable share of three percent of Consolidated
Earnings remaining after the allocation pursuant to subsection (1) shall be allocated pursuant to Section 3.01(a) of the Plan among those Participants who are eligible for the Contribution pursuant to Section 2.02(a), so that each
such Participant receives a Contribution expressed as a percentage of Compensation equal to the same percentage of Compensation as each other Participant who is eligible for the Contribution.
2.09 |
ANNUAL ADDITION LIMITATION |
The amount of any Contribution, Supplemental Company Contribution, and Company Match Contributions for a Plan Year shall be reduced by
the amount by which an allocation of such Contribution, Supplemental Company Contribution or Company Match Contributions to any Participant would exceed the limitations described in ARTICLE XVI of the Plan.
2.10 |
TIMING OF CONTRIBUTIONS |
Subject to the provisions of Section 13.09(d), the Contribution, Supplemental Company Contribution and any Company Match
Contributions shall be contributed to the Profit-Sharing Fund by Altria prior to the time prescribed by law for filing the Federal income tax return of Altria, including any extension thereof.
2.11 |
DEDUCTIBILITY OF CONTRIBUTIONS |
(a) Reduction of Contributions. Each Contribution, Company Match Contribution and
Supplemental Company Contribution for each Plan Year shall be reduced to the extent that they are not deductible by a Participating Company pursuant to Sections 404(j) and 404(l) of the
35
Code unless the Chief Financial Officer of Altria otherwise determines that all or a portion of a Contribution, Company Match Contribution and Supplemental Company Contribution is not
conditioned upon its deductibility pursuant to the procedure provided in Section 2.11(b) of the Plan. In the event that an additional Contribution, Company Match Contribution and Supplemental Company Contribution is required to be made pursuant
to Section 13.09(d) of the Plan and such contribution or contributions are not deductible, in whole or in part, under Section 404 of the Code, then the Contribution, Company Match Contribution and Supplemental Company Contribution shall be
reduced so that the sum of the Contribution, Company Match Contribution, Supplemental Company Contribution and the additional contribution under Section 13.09(d) of the Plan are deductible under Section 404 of the Code.
(b) Exceptions. Each contribution made by a Participating Company shall be
conditioned upon its deductibility under Section 404 of the Code, unless:
(1) prior to the due date (including extensions) for the Federal income tax return of
Altria for any year, the Chief Financial Officer of Altria (or his delegate) determines in writing that all or a portion of the contributions for the Plan Year are not conditioned on the deductibility of the contributions for that Plan Year; and
(2) either such Chief Financial Officer (or his delegate) determines in writing
by such tax return due date that such contributions, in combination with contributions to any other plan qualified under Section 401(a) of the Code by any other member of the Controlled Group for such Plan Year, will not result in the
imposition of excise tax under Section 4972 of the Code or one or more members of the Controlled Group pays any such excise tax.
(c) Deduction Disallowed. To the extent that the deduction of a contribution made
by a Participating Company and conditioned upon deductibility is disallowed, the nondeductible amount shall be returned to the affected Participating Company within one (1) year after the deduction is disallowed.
2.12 |
MISTAKEN OR SURPLUS CONTRIBUTION |
(a) Mistake of Fact. A Participating Company may recover without interest the amount of
its contributions to the Plan made on account of a mistake of fact, reduced by any investment loss attributable to those contributions, if recovery is made within one year after the date of the contribution.
(b) Other Contributions. Any contributions (and associated earnings, if applicable)
made to the Plan in error (e.g. contributions for an ineligible employee) by the Participating Companies which are not recovered pursuant to paragraph (a) of this Section 2.12, shall be placed in a suspense account and used to reduce the
Contribution, Supplemental Company Contribution, Company Match Contributions, or for such other permissible uses (e.g. payment of Plan administrative expenses) as determined in the sole discretion of the Administrator no later than by the end of the
calendar year following the calendar year of contribution.
2.13 |
QUALIFIED NONELECTIVE CONTRIBUTIONS |
The Company may elect to make Qualified Nonelective Contributions to the Profit-Sharing Fund on behalf of Employees. In addition, if the
Plan is using the current year testing method, in lieu of distributing excess Salary Reduction Contributions as provided in Section
36
4.01(h) of the Plan, or excess Company Match Contributions as provided in Section 4.03(e) of the Plan, the Participating Companies may make Qualified Nonelective Contributions on behalf of
Participants that are sufficient to satisfy the actual deferral percentage test and the actual contribution percentage test. Qualified Nonelective Contributions will be allocated either to all Participants or only to Participants who are not Highly
Compensated Employees, in the ratio that each such Participants Compensation for the Plan Year bears to the total Compensation of all such Participants for such Plan Year.
37
ARTICLE III
ALLOCATION OF COMPANY CONTRIBUTION AND SUPPLEMENTAL COMPANY CONTRIBUTION
3.01 |
METHOD OF ALLOCATION OF CONTRIBUTION
|
(a) Allocation among Participants. The Contribution for a
Plan Year determined under Section 2.02 of the Plan shall be allocated, promptly after the amount thereof has been determined, among those who were (or deemed to be) eligible Participants on the last Business Day of such year; provided that if
the Contribution for a Plan Year is limited pursuant to Section 2.08 of the Plan, the Contribution, if any, shall be allocated, promptly after the amount thereof has been determined, pursuant to the provisions of Section 2.08(b)(2) of the
Plan.
(b) No Allocation of Contribution to UST Employees and SMWE
Employees. In no event shall a UST Employee or a SMWE Employee share in any allocation of the Contribution.
3.02 |
METHOD OF ALLOCATION OF SUPPLEMENTAL COMPANY
CONTRIBUTION |
The Supplemental Company Contribution for a Plan Year determined under
Section 2.07 of the Plan shall be allocated, promptly after the amount thereof has been determined, among those who were (or deemed to be) eligible Match-Eligible Employees who are not UST Employees or SMWE Employees on the last Business Day of
such year; provided that if the Supplemental Company Contribution for a Plan Year is limited pursuant to Section 2.08 of the Plan it shall be allocated, promptly after the amount thereof has been determined, pursuant to the provisions of
Section 2.08(b)(1) of the Plan.
38
ARTICLE IV
PARTICIPANT CONTRIBUTIONS
4.01 |
SALARY REDUCTION CONTRIBUTIONS |
(a) In General. Each Employee may elect to make Salary Reduction Contributions to
the Profit-Sharing Fund.
(b) Automatic Enrollment.
(1) Each Employee (including a UST Employee and SMWE Employee) hired or re-hired by,
or transferred to, a Participating Company, or who becomes an Employee by transfer or hire to an eligible class, on and after June 1, 2007 (October 1, 2006 in the case of an Employee represented by the Craft Union) shall be automatically
enrolled to make Salary Reduction Contributions to the Profit-Sharing Fund of 3% of his Compensation beginning with the first payroll period that is administratively practicable after the Employee has completed 90 days of Accredited Service
(irrespective of the number of Hours of Service completed by the Employee during such 90-day period).
(2) An Employee automatically enrolled to make Salary Reduction Contributions under
this Section 4.01(b) of the Plan may affirmatively elect at any time not to make Salary Reduction Contributions, to make Salary Reduction Contributions equal to a different percentage of his Compensation or to make After-Tax Contributions.
(c) Automatic Increase. Each Participant may elect for his Salary Reduction
Contributions to increase by one percent (1%) or two percent (2%) of his Compensation on an annual basis, beginning on or as soon as practicable after a date elected by the Participant. A Participant who makes this election may change his
election at any time.
(d) Limitation on Salary Reduction
Contributions.
(1) Statutory Limit. The total amount of Salary
Reduction Contributions on behalf of any Participant for any Plan Year shall not exceed 35% of a Participants Compensation for any payroll period. In no event shall the aggregate amount of Elective Contributions for a Participants
taxable year exceed the applicable dollar amount as defined in Section 402(g)(1)(B) of the Code in effect for such taxable year (as adjusted for cost-of-living increases for taxable years beginning after December 31, 2006 in accordance
with Section 402(g)(4) of the Code).
(2) ADP Limit. Salary Reduction
Contributions may be made by any Highly Compensated Employee only to the extent they are within the maximum contribution limits specified in this Section of the Plan.
(e) Excess Deferrals. If Salary Reduction Contributions, together with Elective
Contributions to a Cash or Deferred Arrangement described in Section 1.15(b) of the Plan, made by the Participating Company or any other member of the Controlled Group on behalf of the Participant exceed the applicable dollar amount as defined
in Section 402(g)(1)(B) of the Code (as so adjusted) for the Participants taxable year, the amount of such excess (including allocable earnings) shall be distributed to the affected Participant on or before April 15 of the calendar
year following the close of the Plan Year for which the excess Salary Reduction
39
Contributions were made. Income or loss allocable to the period between the end of the Participants taxable year and the date of distribution (the gap period) shall be
disregarded in determining income or loss on distributions of excess deferrals occurring in taxable years beginning after 2007.
(f) Compensation To Be Deferred. Salary Reduction Contributions with respect to
any Plan Year may only be made with respect to Compensation within the meaning of Section 415(c)(3) of the Code which has not been received by the Participant nor otherwise currently available to the Participant and may be made solely by means
of periodic payroll deductions.
(g) Timing of Deposits. Salary
Reduction Contributions deducted by a Participating Company shall be paid to the Trustee for deposit in the Profit-Sharing Fund as soon as administratively practicable, but in no event later than the
15th Business Day of the month following the month in which the Participant would otherwise have received the Compensation in cash.
(h) ADP Testing. Salary Reduction Contributions on behalf of any Highly
Compensated Employee shall not be in an amount which causes the Plan to fail to satisfy the provisions of Section 401(k)(3) of the Code and Treasury Regulation Section 1.401(k)-2 (and subsequent Internal Revenue Service guidance issued
thereunder), using the prior year testing method as currently set forth in Notice 98-1 (or any superseding Internal Revenue Service guidance). Effective for Plan Years beginning on and after January 1, 2011, the Plan shall use the current year
testing method as described in Treasury Regulation Section 1.401(k)-2. At the Administrators discretion, Qualified Nonelective Contributions may be allocated to a Participants Account in accordance with Treasury Regulation
Section 1.401(k)-2(b)(6) to satisfy the requirements of Section 401(k)(3) of the Code.
4.02 |
CATCH-UP CONTRIBUTIONS |
(a) Catch-Up Eligible Employee. Catch-Up Contributions may be made by any Employee
who:
(1) will have attained age 50 by December 31st of the Plan Year for which such Catch-Up Contributions are made; and
(2) with respect to whom no other elective deferrals (as defined in
Section 414(v)(2)(C) of the Code) may be made to the Plan for the Plan Year by reason of the application of any limitation or other restriction described in Section 414(v)(3) of the Code or comparable limitation or restriction contained in
the Plan. Catch-Up Contributions that are not in excess of the limitations of this clause (2) shall be re-characterized as Salary Reduction Contributions to the extent permitted under Section 4.01 of the Plan.
(b) Limitations. The total amount of Catch-Up Contributions on behalf of
any Participant for any Plan Year shall not exceed the amount specified in Section 1.16 of the Plan.
(c) Compensation To Be Deferred. Catch-Up Contributions with respect to any
Plan Year may only be made with respect to Compensation which has not been received by the Participant nor otherwise currently available to the Participant and may be made solely by means of periodic payroll deductions.
40
(d) Timing of Deposits. Catch-Up
Contributions deducted by a Participating Company shall be paid to the Trustee for deposit in the Profit-Sharing Fund as soon as administratively practicable, but in no event later than the 15th
Business Day of the month following the month in which the Participant would otherwise have received the Compensation in cash.
4.03 |
AFTER-TAX CONTRIBUTIONS |
(a) In General. Each Employee may make After-Tax Contributions to the
Profit-Sharing Fund.
(b) Limitations.
(1) In General. The total amount of After-Tax Contributions by any
Participant under this Section 4.03 of the Plan during any Plan Year shall not exceed the lesser of:
(A) the amount of After-Tax Contributions which causes the amount of Annual
Additions (as defined in Section 16.03 of the Plan) to exceed the limitations of Section 415 of the Code for such Plan Year; or
(B) such amount as approved by the Administrator. The maximum amount of After-Tax
Contributions, together with Salary Reduction Contributions, may not exceed 35% of a Participants Compensation for any payroll period.
(2) Highly Compensated Employees. After-Tax Contributions may be made by any
Highly Compensated Employee only to the extent they are within the maximum contribution limits specified in this Section of the Plan.
(c) Method of Making After-Tax Contributions.
After-Tax Contributions may be made solely by means of periodic payroll deductions.
(d) Timing of Deposits. After-Tax Contributions made by periodic payroll deduction to a
Participating Company shall be paid to the Trustee for deposit in the Profit-Sharing Fund as soon as administratively practicable, but in no event later than the 15th Business Day of the month
following the month in which such After-Tax Contribution was deducted from the Participants Compensation.
(e) ACP Testing. After-Tax Contributions to the Profit-Sharing Fund made by a
Participant who is a Highly Compensated Employee, together with any Salary Reduction Contributions that may be re-characterized as After-Tax Contributions no later than March 15 of the calendar year immediately succeeding the Plan Year for
which the Salary Reduction Contributions were made, and Company Match Contributions shall not be in an amount which causes the Plan to fail to satisfy the provisions of Section 401(m) of the Code and Treasury Regulation Section 1.401(m)-2
(and subsequent Internal Revenue Service guidance issued thereunder), using the prior year testing method as currently set forth in Notice 98-1 (or any superseding Internal Revenue Service guidance). Effective for Plan Years beginning on and after
January 1, 2011, the Plan will use the current year testing method as described in Treasury Regulation Section 1.401(m)-2.
41
4.04 |
SUSPENSION OF PERSONAL CONTRIBUTIONS FOR HARDSHIP
WITHDRAWAL |
A Participant who takes or has taken a hardship withdrawal under
Section 7.02 of the Plan or a withdrawal while on active duty Service in the Uniformed Service of the United States for more than 30 days under Section 7.09 of the Plan, from his:
(a) Personal Before-Tax Account (or from Elective Contributions pursuant to a Cash or Deferred
Arrangement),
(b) Personal Before-Tax Catch-Up Account,
(c) Roth Account, or
(d) Roth Catch-Up Account,
may not make Salary Reduction Contributions, Catch-Up Contributions and After-Tax Contributions for the six month period following receipt of the
hardship withdrawal. Following the six month period, the Participants Salary Reduction Contributions, Catch-Up Contributions and After-Tax Contributions will be reinstated at the same level as before the six month period, unless the
Participant changes his election before such time. If a Participant has elected for his Salary Reduction Contributions to automatically increase pursuant to Section 4.01(c) and an automatic increase was scheduled to occur during such six-month
suspension, the Participants Salary Reduction Contributions will be reinstated at the increased rate.
4.05 |
AGGREGATE LIMIT ON PARTICIPANT CONTRIBUTIONS
|
In addition to the contribution limitations referred to in this ARTICLE IV of the Plan, a Participants
aggregate Salary Reduction Contributions, Catch-Up Contributions and After-Tax Contributions for any payroll period shall not exceed a percentage of the Participants Compensation as determined by the Administrator.
4.06 |
ELIGIBLE ROLLOVER CONTRIBUTIONS |
(a) In General. An Employee may make one or more Eligible Rollover Contributions to the
Profit-Sharing Fund. Before an Eligible Rollover Contribution is accepted, the Employee may be required, at his own expense, to obtain the opinion of a qualified tax advisor that the contribution constitutes an Eligible Rollover Contribution
described in Section 408(d)(3)(A)(ii) of the Code. Any Eligible Rollover Contribution accepted by the Plan shall not be considered in determining the maximum amount an eligible Employee can contribute under Sections 4.01, 4.02 or 4.03 of the
Plan, or the maximum Annual Additions under ARTICLE XVI of the Plan. Eligible Rollover Contributions shall be made in cash only and shall be initially invested as part of the Profit-Sharing Fund.
(b) Timing of Deposits. Eligible Rollover Contributions received by a Participating
Company shall be paid to the Trustee for deposit in the Profit-Sharing Fund as soon as administratively practicable.
42
ARTICLE V
VALUATION
5.01 |
PARTICIPANT ACCOUNTS |
(a) Subaccounts. The Third-Party Recordkeeper shall maintain:
(1) a Company Account for each eligible Participant and Inactive Participant who is
not a UST Employee or SMWE Employee for whom a Participating Company has made a Contribution to the Plan;
(2) a Company Match Account for each eligible Participant or Inactive Participant
for whom a Participating Company has made Company Match Contributions pursuant to (i) Section 2.03 of the Plan, (ii) Section 2.04 of the Plan with respect to any payroll period ending after March 2, 2013 and
(iii) Section 2.05 of the Plan with respect to any payroll period ending after January 1, 2016;
(3) a Supplemental Company Contribution Account for each eligible Participant or
Inactive Participant for whom a Participating Company has made a Supplemental Company Contribution pursuant to Section 2.07 of the Plan;
(4) a Personal Before-Tax Account for each Participant and Inactive Participant who
has made a Salary Reduction Contribution to the Profit-Sharing Fund;
(5) a
Personal After-Tax Account for each Participant and Inactive Participant who has made an After-Tax Contribution to the Profit-Sharing Fund;
(6) a Rollover Account for each Participant or Inactive Participant who has made a
rollover contribution to the Fund prior to January 1, 1993 or has made an Eligible Rollover Contribution on or after January 1, 1993 to the Profit-Sharing Fund;
(7) a Paysop Rollover Account for each Participant and Inactive Participant whose
account balance in the PAYSOP was transferred from the PAYSOP;
(8) a Personal
After-Tax Rollover Account for each Participant and Inactive Participant who has made an After-Tax Rollover Contribution to the Profit-Sharing Fund;
(9) a Personal Before-Tax Catch-Up Account for each Participant and Inactive
Participant who has made a Catch-Up Contribution to the Profit-Sharing Fund;
(10) a UST
Match Account for each UST Employee and SMWE Employee for whom a Participating Company has made Company Match Contributions pursuant to Section 2.04 of the Plan (but only with respect to payroll periods ending on or before March 2, 2013)
or the equivalent provision of the UST Plan;
(11) a Roth Account for each Employee who made
a Roth contribution to the UST Plan and which was transferred to the Plan;
(12) a Roth
Catch-Up Account for each Employee who made a Roth catch-up contribution to the UST Plan and which was transferred to the Plan;
43
(13) a Qualified Nonelective Contributions Account
for each Participant and Inactive Participant for whom a Participating Company has made a Qualified Nonelective Contributions pursuant to Section 2.13 of the Plan; and
(14) a Loan Account for each Participant and Inactive Participant who has obtained a loan
pursuant to ARTICLE IX of the Plan.
(b) Vesting. A Participant and
Inactive Participant shall at all times have a nonforfeitable interest in his Accounts and his Loan Account, based on the Current Value of his Accounts and Loan Account.
5.02 |
VALUATION OF PARTICIPANT ACCOUNTS |
(a) In General. As of each Valuation Date, the Trustee shall determine the current
market value of the Fund (exclusive of contributions not yet received by it) and the Third-Party Recordkeeper shall determine the Current Value of each Participants, Inactive Participants, Beneficiarys and Alternate Payees
share in the Fund with respect to his Accounts and Loan Account on the basis of proportionate shares in the Fund on such date.
(b) Exceptions. The processing of requests to Rebalance or perform an Exchange
(including a Real-Time Trade), the determination of the value of the Fund, the determination of the Current Value of some or all Plan Accounts and Loan Accounts and the processing of other transactions in connection with the administration of the
Plan may be adversely affected or temporarily or permanently interrupted on any Business Day due to circumstances which may or may not be within the responsibility or control of the Trustee, Administrator, Third-Party Recordkeeper or any other party
to the Plan. In such event, the Trustee or Third-Party Recordkeeper may, within its sole discretion, or in consultation with or at the direction of the Administrator, elect not to process any such Rebalance or Exchange (including a Real-Time Trade),
or to determine the Current Value of the Fund or some or all Plan Accounts and Loan Accounts.
(c) Exchanges. Notwithstanding the preceding provisions of this Section 5.02 of
the Plan, solely for the purpose of determining the cost of an Exchange into Part D of the Fund or the proceeds of an Exchange out of Part D, Part I, Part K or Part O of the Fund, the value of such Exchange shall be determined using the procedures
for Real-Time Trading as in effect at the time of the Exchange.
5.03 |
TRANSFER TO SALARIED PLAN |
Notwithstanding anything to the contrary contained in the Plan, if a Participant transfers to a job position whereby he becomes a
participant in the Salaried Plan, the then Current Value of such Participants Accounts and Loan Account shall be transferred to the trustees of the Salaried Plan as soon as administratively practicable following the effective date of the
Participants transfer.
5.04 |
ACCOUNTS FOR INDIVIDUALS INELIGIBLE TO
PARTICIPATE |
(a) Paysop
Rollover Account. Solely for purposes of this ARTICLE V and ARTICLE VI, ARTICLE VII, ARTICLE VIII and ARTICLE IX of the Plan, a Participant shall include an Employee for whom the Third-Party Recordkeeper maintains a Paysop Rollover Account, but
who is not otherwise eligible to become a Participant in the Plan.
44
(b) Beneficiaries and Alternate Payees.
The Third-Party Recordkeeper shall also maintain such Accounts (i) for a Beneficiary of a deceased Participant or deceased Inactive Participant and (ii) for an Alternate Payee of a Participant or Inactive Participant as may be necessary to
reflect such Beneficiarys or Alternate Payees interest in the Plan.
Each Participant, Inactive Participant, Beneficiary and Alternate Payee shall receive a statement setting forth the Current Value of
each of such Participants, Inactive Participants, Beneficiarys or Alternate Payees Accounts no less frequently than annually. Electronic medium may be used for the delivery of any such statement to the extent authorized
pursuant to Section 14.01(b) of the Plan.
45
ARTICLE VI
DISTRIBUTION
(a) Eligibility for Distribution. Subject to the provisions of Sections 6.02 and 6.07, and
ARTICLE VII of the Plan, distribution shall be made only in the event that a person becomes an Inactive Participant or in the event of a Participants death. Except as hereinafter provided in this ARTICLE VI of the Plan and in Section 1.47
of the Plan, when a person becomes an Inactive Participant he thereafter shall have no right or interest under the Plan other than his right to receive the Current Value of his Accounts, less the Current Value of his Loan Account, if any.
(b) Compliance With Section 401(a)(9) of the Code. Distribution will be made in
accordance with Section 401(a)(9) of the Code and the accompanying Treasury Regulations. The provisions of this Section 6.01 of the Plan reflecting compliance with Section 401(a)(9) of the Code and the accompanying final Treasury
Department Regulations override any distribution option in the Plan that may be construed as inconsistent with Section 401(a)(9) of the Code. In no event shall distribution be made or commence to be made:
|
(1) |
later than the Required Benefit Commencement Date; or |
|
(2) |
at a rate less than is required under Section 401(a)(9)(A)(ii) of the Code. |
6.02 |
FORM AND TIMING OF DISTRIBUTIONS
|
(a) Deemed Deferral to Required Benefit Commencement Date.
Subject to the provisions of ARTICLE VII of the Plan, an Inactive Participant shall have the right to distribution of the Current Value of his Accounts, less the Current Value of his Loan Account, provided, however, that unless the Inactive
Participant elects otherwise, he shall be deemed to have elected to defer distribution of his Accounts to his Required Benefit Commencement Date and to have distribution made according to the Uniform Lifetime Table set forth in Treasury Regulation
§ 1.401(a)(9)-9, Q&A-2. An Inactive Participant whose sole Beneficiary is his Spouse who is more than ten (10) years younger than the Inactive Participant may elect to have distribution made according to the Joint and Last
Survivor Table set forth in Treasury Regulation § 1.401(a)(9)-9, Q&A-3.
(b) Optional Forms of Distribution. An Inactive Participant may elect to have
distribution made in one or more of the following methods, provided that in no event shall distribution be made or commence to be made later than the Required Benefit Commencement Date:
(1) in a single payment;
(2) in non-periodic installments;
(3) in quarter-annual, semi-annual or annual installments over a period not
exceeding the life expectancy of the Inactive Participant or the joint life expectancies of the Inactive Participant and his Beneficiary; or
46
(4) in accordance with clauses
(2) or (3) hereof and thereafter in accordance with the provisions of clause (1) hereof.
(c) Distributions Following Death of Participant. In the event of the death of the
Participant or Inactive Participant, payment shall be made to his Beneficiary, provided, however, that:
(1) Non-Spouse Beneficiary. If the Beneficiary of the deceased Participant or
deceased Inactive Participant is not his Spouse, payment must be completed no later than December 31st of the calendar year that contains the fifth anniversary of the Participants or
Inactive Participants death;
(2) Spouse as Beneficiary Before
Commencement of Distribution. If the sole Beneficiary of a deceased Participant or of a deceased Inactive Participant is his Spouse and the death of the Participant or Inactive Participant occurs prior to commencement of the distribution of his
Accounts (and irrespective whether such death occurs before or after his Required Benefit Commencement Date), payment shall be made as elected by such Beneficiary pursuant to Section 6.02(b) of the Plan, provided, however, that if no election
is made prior to the Required Benefit Commencement Date, payment shall be made or commence to be made no later than the Required Benefit Commencement Date and distribution shall be made according to the Single Life Table set forth in Treasury
Regulation § 1.401(a)(9)-9, Q&A-1;
(3) Spouse as Beneficiary after
Commencement of Distribution. If the sole Beneficiary of a deceased Inactive Participant is his Spouse and the death of the Inactive Participant occurs after commencement of the distribution of his Accounts, payment shall continue to be made as
elected by such Beneficiary pursuant to Section 6.02(b) of the Plan, provided, however, that the Beneficiary may elect to have distribution made according to the Single Life Table set forth in Treasury Regulation § 1.401(a)(9)-9, Q&A-1
using the longer of the remaining life expectancy of the Inactive Participant or the life expectancy of the Beneficiary. If no election is made prior to the Required Benefit Commencement Date, payment shall be made or commence to be made no later
than the Required Benefit Commencement Date and distribution shall be made according to the Single Life Table set forth in Treasury Regulation § 1.401(a)(9)-9, Q&A-1;
(4) Loan Offset. If the estate of a deceased Participant or deceased Inactive
Participant has failed to timely repay the principal balance of any Loan outstanding on the date of the deceased Participants death, any distribution shall not include the principal balance of the deceased Participants Loan Account,
which shall be distributed to the deceased Participants estate.
(d) Eligible
Rollover Distribution.
(1) An Inactive Participant, a Beneficiary who is
the Spouse of a deceased Participant or deceased Inactive Participant, or a former spouse who is an Alternate Payee under a Qualified Domestic Relations Order may affirmatively elect to have all or a portion of an Eligible Rollover Distribution paid
directly to the trustee or custodian of an Eligible Retirement Plan.
47
(2) Effective for distributions made on
or after November 1, 2007, a Beneficiary who is not the Spouse of a deceased Participant or Inactive Participant may elect to make a direct rollover of all or a portion of the deceased Participants or Inactive Participants Account
payable to such Beneficiary, provided that the direct rollover is made to an individual retirement plan described in Code Section 408(a) or (b) established and titled in a manner that identifies it as an inherited individual retirement
account with respect to the deceased Participant or Inactive Participant and identifies the deceased Participant or Inactive Participant and the Beneficiary pursuant to the provisions of Code Section 402(c)(11).
(e) Elections.
(1) Any election with respect to the form of distribution under
Sections 6.02(b)(1) or 6.02(b)(3) of the Plan may be revoked or modified by a Participant or Inactive Participant at any time prior to distribution of the single sum payment or the commencement of the distribution and a new election may be made
pursuant to Section 6.02(b) of the Plan, provided, however, that in no event shall distribution be made or commence to be made in violation of Section 401(a)(9) of the Code or, with respect to that portion of an Account invested in the
Subpart of Part D designated as the ESOP Fund, in violation of Section 409(o) of the Code.
(2) Any election with respect to the form of distribution under
Section 6.02(b)(2) of the Plan may be revoked or modified by a Participant or Inactive Participant at any time and a new election may be made pursuant to Section 6.02(b) of the Plan, provided, however, that in no event shall distribution
be made or commence to be made in violation of Section 401(a)(9) of the Code.
(3) After the date of death of the Inactive Participant, a Beneficiary who is the
Spouse may revoke or modify any election of the Inactive Participant with respect to the method of distribution and elect to have distribution made in a single payment within sixty (60) days of the date of the application, or on such other date
as the Administrator may approve.
(f) Required Commencement of
Benefits.
(1) In General. Subject to the provisions of
Sections 6.02(a) and 6.02(f)(2) of the Plan, distribution of benefits under the Plan shall commence not later than the sixtieth (60th) day after the latest of the close of the Plan Year in
which:
(A) the Inactive Participant attains the age of sixty-five
(65) years;
(B) occurs the tenth (10th) anniversary of the year in which the Inactive Participant commenced participation in the Plan; or
(C) the Inactive Participant terminates his employment with the Controlled Group.
(2) ESOP Fund. Solely in the case of that portion of his Accounts
invested in the Subpart of Part D designated as the ESOP Fund, the Inactive Participant may elect that distribution commence to be made not later than one year after the close of the Plan Year:
48
(A) in which the Participant has a
severance from employment by reason of attaining the age of sixty-five (65), death or disability; or
(B) which is the fifth Plan Year following the Plan Year in which the Participant
otherwise has a severance from employment (except that this clause shall not apply if the Participant is reemployed by a member of the Controlled Group before distribution is required to begin under this clause (B)).
(g) Small Account Balance.
(1) Immediate Cash-Out. If an Inactive Participant fails to make a valid
election within six (6) months of the date he ceases to be an Employee and the Current Value of his Accounts and his Loan Account as of the Valuation Date coincident with or next preceding the date he ceases to be an Employee is less than
$1,000, distribution shall be made in a single payment during the calendar year in which he ceases to be a Participant or in the next succeeding calendar year.
(2) Deferred Cash-Out. If an Inactive Participant fails to make a valid
election and the Current Value of his Accounts and Loan Account is not less than $1,000, distribution shall be made in one payment as of the Valuation Date coincident with or next preceding the date the Inactive Participant attains age sixty-five
(65). Prior to the distribution of his Accounts, an Inactive Participant may elect to have distribution made or commence to be made in accordance with the provisions of this Section 6.02 of the Plan.
6.03 |
FORM OF DISTRIBUTION |
(a) In General. Any distribution may be made in cash or in kind or partly in cash and
partly in kind, according to the rules established from time to time pursuant to Section 14.03 of the Plan, except as provided in subsections (b) and (c) below.
(b) Part D. If any portion of an Account is invested in Part D of the Fund (including
both Subparts thereof) and such Account is to be distributed pursuant to this ARTICLE VI of the Plan, or as a withdrawal authorized pursuant to ARTICLE VII hereof, the portion of the Account invested in Part D (other than the portion of a
Participants Roth Account and Roth Catch-Up Account) may be made in full shares of Altria Stock (with cash in lieu of a fractional share) as elected by the Inactive Participant, Beneficiary or Alternate Payee. The election to receive
distribution of full shares of Altria Stock shall not be allowed if the Altria Stock Independent Named Fiduciary has determined to eliminate Part D of the Fund, or has determined to liquidate, in whole or in part, the Plans holdings in Altria
Stock in Part D of the Fund.
(c) Non-Altria Stock. If any portion of an
Account is invested in Part I, Part K and/or Part O of the Fund and such Account is to be distributed pursuant to this ARTICLE VI of the Plan, or as a withdrawal authorized pursuant to ARTICLE VII hereof, the portion of the Account invested in Part
I, Part K and/or Part O may be made in full shares of the Non-Altria Stock(s) in which such portion of the Account is invested (with cash in lieu of a fractional share), as elected by the Inactive Participant, Beneficiary or Alternate Payee. The
election to receive distribution of full shares of a Non-Altria Stock shall not be allowed if the Non-Altria Stock Independent Named Fiduciary has determined to eliminate the Part of the Fund in which such Non-Altria Stock is invested (i.e., Part I,
Part K or Part O of the Fund), or has determined to
49
liquidate, in whole or in part, the Plans holdings of such Non-Altria Stock in Part I, Part K or Part O of the Fund, as applicable.
6.04 |
MAINTENANCE OF ACCOUNTS |
After a Participant ceases to be such, his Accounts shall remain in the Fund until distributed in accordance with Section 6.02 of
the Plan. Except as otherwise required by the terms of the Plan, after a Participant ceases to be such, a Participating Company shall not (i) allocate any portion of the Contribution to his Company Account; (ii) make Company Match
Contributions to his Company Match Account or UST Match Account; (iii) allocate any portion of a Supplemental Company Contribution to his Supplemental Company Contribution Account; (iv) make Salary Reduction Contributions to his Personal
Before-Tax Account; (v) make Catch-Up Contributions to his Before-Tax Catch-Up Account; or (vi) make Qualified Nonelective Contributions to his Qualified Nonelective Contributions Account and the Inactive Participant shall make no
contribution to his Personal After-Tax Account, his Personal After-Tax Rollover Account or his Rollover Account.
6.05 |
DESIGNATION OF BENEFICIARY |
(a) In General. A Beneficiary designation will be effective when it is received by the
Administrator, provided the designation is completed in accordance with Section 1.12 of the Plan and current administrative procedures.
(b) By Participant or Inactive Participant. Notwithstanding the provisions of
Section 6.02 of the Plan, and in accordance with Section 1.12 of the Plan, any Participant or Inactive Participant may at any time and from time to time designate (whether as a result of an affirmative election or by an operation of law)
the Beneficiary to whom distribution shall be made in the event of his death.
(1) A married Participant or Inactive Participant who designates someone other than
his Spouse as his Beneficiary must:
(A) receive his Spouses written
consent to such designation; and
(i) the Spouses written consent must
designate a Beneficiary which may not be changed without spousal consent (or the consent of the Spouse expressly permits designations by the Participant or Inactive Participant without any requirement of further consent by the Spouse); and
(ii) the Spouses consent must acknowledge the effect of such election and be
witnessed by a Plan representative or a notary public, or
(B) it is
established to the satisfaction of the Administrator that the consent required under subparagraph (A) may not be obtained because there is no Spouse, because the Spouse cannot be located, or because of such other circumstances as the Secretary
may by regulations prescribe.
(C) Any consent by a Spouse (or establishment
that the consent of a Spouse may not be obtained) under this subsection (b)(1) shall be effective only with respect to such Spouse.
50
(2) If a married Participant or
Inactive Participant files a Beneficiary designation which is ineffective because it does not contain the required spousal consent, such designation shall be forever invalid and shall not later become valid as the result of the subsequent divorce of
the Participant or Inactive Participant or the subsequent death of the Spouse.
(c) By
Beneficiary. A Beneficiary of a deceased Participant or deceased Inactive Participant may, at any time and from time to time after the death of the Participant or Inactive Participant, designate the Beneficiary to whom distribution shall be made
in the event of the death of the Beneficiary before distribution has been made or been completed in accordance with the provisions of Section 6.02(c) of the Plan.
(d) By Alternate Payee. Unless the applicable Qualified Domestic Relations Order
designates the Beneficiary who is or are to receive the Current Value of the Accounts to which such Alternate Payee was entitled at the time of his death or otherwise prohibits the Alternate Payee from designating a Beneficiary, an Alternate Payee
may, at any time and from time to time, designate the Beneficiary to whom distribution shall be made in the event of the Alternate Payees death before distribution of the Current Value of the Alternate Payees Accounts has been made or
completed.
6.06 |
ELIGIBLE ROLLOVER DISTRIBUTIONS |
An Inactive Participant (or his Beneficiary who is his Spouse) or Alternate Payee may revoke any election with respect to whether an
Eligible Rollover Distribution is to be paid to an Eligible Retirement Plan and any such change shall be effective with respect to all subsequent Eligible Rollover Distributions until a new election is filed.
An Alternate Payee shall have the right to receive a distribution from the Plan in any form permitted under this ARTICLE VI of the Plan
at any time after the judgment, decree or order (including approval of a property settlement agreement) pursuant to a State domestic relations law applicable to the Alternate Payee is determined to be a Qualified Domestic Relations Order.
6.08 |
SECTION 16 OF SECURITIES EXCHANGE ACT OF 1934
|
Notwithstanding the preceding provisions of this ARTICLE VI of the Plan, a Participant who is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 may request that any distribution (other than a lump sum distribution) made pursuant to this ARTICLE VI of the Plan not be made from that portion of his Accounts that is invested
in Part D of the Fund.
51
ARTICLE VII
WITHDRAWALS
(a) Personal After-Tax Account
(1) Pre-1987 Personal After-Tax Contributions. Subject to
Section 7.05 of the Plan, a Participant may withdraw the amount of After-Tax Contributions in his Personal After-Tax Account made to the Plan prior to January 1, 1987.
(2) Remainder of Personal After-Tax Account. Subject to the provisions
of Section 7.05 of the Plan, a Participant may withdraw all or any part of the Current Value of his Personal After-Tax Account.
(b) Rollover Accounts. Subject to the provisions of Section 7.05 of the Plan, a
Participant may withdraw all or any part of the Current Value of his Personal After-Tax Rollover Account and Rollover Account.
(c) Qualification for Loan. As a condition for the granting of a loan authorized by
ARTICLE IX of the Plan, the Participant may be required to authorize a withdrawal of all or a portion of the Current Value of his Personal After-Tax Account, Personal After-Tax Rollover Account and Rollover Account, in an amount sufficient to
satisfy a default on the repayment of such loan.
7.02 |
HARDSHIP WITHDRAWALS |
(a) Eligibility for Hardship Withdrawal. Subject to the provisions of
Section 7.02(e) of the Plan and Section 7.05 of the Plan, a Participant may apply for a withdrawal of not less than $500 on account of hardship (as defined in Section 7.02(c) of the Plan) only from the following Accounts, provided
that he also satisfies the requirements of Section 7.02(b) of the Plan:
|
(1) |
Personal Before-Tax Account; |
|
(2) |
Personal Before-Tax Catch-Up Account; |
|
(4) |
Roth Catch-Up Account. |
(b) Prerequisites for Hardship Withdrawal. Prior to applying for a withdrawal on
account of hardship:
(1) a Participant must obtain all other available
withdrawals under this Article VII of the Plan;
(2) a Participant who has a
balance under the Subpart of Part D designated as the ESOP Fund, must elect to receive dividends on those balances in cash, to the extent the cash will be payable in time to help meet the financial need;
52
(3) a Participant must obtain all
available withdrawals (other than a withdrawal pursuant to this Section 7.02 of the Plan) and loans available to him under all plans qualified under Section 401(a) of the Code maintained by any member of the Controlled Group; and
(4) a Participant must first perform an Exchange (a Real-Time Trade) out of that
portion, if any, of his Accounts that is invested in Part D, Part I, Part K and/or Part O of the Fund and that will be needed to satisfy the hardship withdrawal.
(c) Immediate and Heavy Financial Need. A distribution is made on account of hardship
if such distribution is necessary to alleviate or satisfy an immediate and heavy financial need of the Participant. A distribution shall be made on account of an immediate and heavy financial need if a Participant lacks adequate financial resources
to:
(1) make payment to prevent the eviction of the Participant from his
principal residence or the foreclosure on the mortgage on such residence; or
(2) make payment of the costs directly related to the purchase of a principal
residence of such Participant (excluding mortgage payments); or
(3) make
payment of expenses for medical care (within the meaning of Section 213(d) of the Code) previously incurred by such Participant or his dependent or dependents, or expenses necessary for these persons to obtain medical care (within the meaning
of Section 213(d) of the Code); or
(4) make payment of tuition and related
educational fees for the next twelve (12) months of post-secondary education for such Participant, his dependent or dependents; or
(5) make payment for burial and funeral expenses for the Participants deceased
parent, spouse, child or dependent; or
(6) make payment for expenses for the
repair of damage to a Participants principal residence that would qualify for the casualty deduction under Section 165 of the Code (determined without regard to whether the loss exceeds 10% of the Participants adjusted gross
income); or
(7) make payment for any other financial hardship authorized by the
Internal Revenue Service in published guidance and as described and limited in such guidance.
(d) Order of Withdrawal. If it is determined that an immediate and heavy financial
need exists or is imminent, a distribution from such Participants Accounts may be authorized in the following order in order to satisfy such hardship:
(A) Personal Before-Tax Account;
(B) Personal Before-Tax Catch-Up Account;
(C) Roth Account; and
53
(D) Roth Catch-Up Account.
(e) Limits on Hardship Withdrawals.
(1) The amount of a distribution pursuant to an application under this
Section 7.02 of the Plan shall not exceed the lesser of:
(A) the amount
determined to be necessary to meet the immediate and heavy financial need of the Participant; or
(B) the Current Value of his Personal Before-Tax Account, Personal Before-Tax
Catch-Up Account, Roth Account and Roth Catch-Up Account;
less the amount of earnings credited to (i) his Personal Before-Tax
Account and Roth Account on and after January 1, 1989 and (ii) his Personal Before-Tax Catch-Up Account and Roth Catch-Up Account.
(2) A Participant may not receive more than two withdrawals on account of hardship
in any Plan Year.
(f) Suspension of Contributions. If a withdrawal on account of
hardship is approved, then no Salary Reduction Contributions, Catch-Up Contributions or After-Tax Contributions shall be made on the Participants behalf to the Profit-Sharing Fund for the six consecutive calendar months following such
withdrawal.
(g) Dependent Defined. As used in Section 7.02(c) of the
Plan, the term dependent shall mean:
(1) a
Participants Spouse (determined in accordance with applicable state law) not legally separated from the Participant;
(2) a natural or legally adopted child of the Participant or of his Spouse, provided
such child is dependent on the Participant; and
(3) a parent of the Participant
or of the Spouse of the Participant, provided such parent is dependent on the Participant.
(h) No Termination of Participation. Neither the application for nor the distribution
of any funds in accordance with this Section 7.02 of the Plan shall have the effect of terminating the Participants participation in the Plan.
(i) Investigations; Possible Implications of Misrepresentations. Investigations may be
conducted and a Participant may be required to make such representations or warranties as are deemed desirable or necessary to carry out the purpose of this Section 7.02 of the Plan. Any misrepresentation or omission of a material fact made by
the Participant in connection with an application for a withdrawal under this Section 7.02 of the Plan may be cause for dismissal of employment.
(j) Nondiscrimination. The provisions of this Section 7.02 of the Plan shall be
applied on a uniform and nondiscriminatory basis to all Participants in similar circumstances.
54
(k) Correction of Disqualifying
Withdrawal. If a distribution authorized under this Section 7.02 of the Plan shall render the Trust under this Plan disqualified for exemption from taxation and disqualify the Plan under the Code, then such distribution may be reduced in
amount, if necessary to zero, in order to maintain qualification.
7.03 |
WITHDRAWAL OF UST MATCHING CONTRIBUTIONS |
A Participant who has withdrawn all After-Tax Contributions and Rollover Contributions from his Account pursuant to Section 7.01 of
the Plan and also has completed three years of Accredited Service shall be permitted to make a withdrawal of any or all of his UST Match Account, but only with respect to Company Match Contributions made with respect to payroll periods ending on or
before March 2, 2013.
(a) All Accounts. Any Participant who has attained the age of fifty-nine and one-half
(59 1⁄2) years may apply for withdrawal of all or a portion of the Current Value of his Accounts.
(b) No Termination of Participation. Neither the application for nor the payment of
any withdrawal in accordance with this Section 7.04 of the Plan shall have the effect of terminating the Participants participation in the Plan.
(c) Investigations; Possible Implications of Misrepresentations. Investigations may be
conducted and a Participant may be required to make representations or warranties as are deemed desirable or necessary to carry out the purpose of this Section 7.04 of the Plan. Any misrepresentation or omission of a material fact made by the
Participant in connection with an application for a withdrawal under this Section 7.04 of the Plan may be cause for dismissal of employment.
(a) Lump Sum. Any withdrawal pursuant to the preceding provisions of this ARTICLE VII
of the Plan shall be made in a lump sum as soon as is practicable after such withdrawal is authorized. A Participant may elect to have any withdrawal that is an Eligible Rollover Distribution paid directly to the trustee or custodian of the Eligible
Retirement Plan designated by the Participant.
(b) Parts D, I, K and O.
Subject to Section 6.03 of the Plan, prior to applying for a withdrawal pursuant to Sections 7.01, 7.02, 7.03 or 7.04 of the Plan, the Participant must first perform an Exchange (a Real-Time Trade) out of that portion, if any, of his Accounts
that is invested in Part D, Part I, Part K and/or Part O of the Fund and that is needed to satisfy the withdrawal.
7.06 |
WITHDRAWAL OF ALTRIA STOCK CASH DIVIDENDS
|
(a) Permitted Election. Notwithstanding the preceding
provisions of this ARTICLE VII of the Plan, a Participant, Inactive Participant, Beneficiary or Alternate Payee may elect to have any cash dividend payable with respect to shares of Altria Stock allocated to his Account and held under the Subpart of
Part D of the Fund designated as the ESOP Fund distributed to
55
the Participant, Inactive Participant, Beneficiary or Alternate Payee in cash not later than ninety (90) days after the close of the Plan Year in which the cash dividend was paid.
(b) Default Election. If a Participant, Inactive Participant, Beneficiary or
Alternate Payee shall fail to make an election, any such cash dividends shall be paid to such Subpart and reinvested in Altria Stock to be allocated to the Participants, Inactive Participants, Beneficiarys or Alternate Payees
Account.
(c) Duration of Election. The election as to whether to receive a
cash dividend payable with respect to shares of Altria Stock in cash or reinvested in additional shares of Altria Stock that is in effect at the close of business on the last Business Day before the applicable Ex-Dividend Date may not be changed
until after the Dividend Payment Date.
The Account of a Participant may be charged a fee for requesting a withdrawal from the Plan.
7.08 |
SECTION 16 OF SECURITIES EXCHANGE ACT OF 1934
|
Notwithstanding the preceding provisions of this ARTICLE VII of the Plan, a Participant who is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 may request that any withdrawal (other than a withdrawal of the Current Value of his Accounts in a single lump sum) made pursuant to ARTICLE VII of the Plan not be made from that
portion of his Accounts that is invested in Part D of the Fund.
7.09 DISTRIBUTIONS UPON A
DEEMED SEVERANCE FROM EMPLOYMENT WHILE PERFORMING SERVICE IN THE UNIFORMED SERVICE
OF THE UNITED STATES
(a) A
Participant who is performing Service in the Uniformed Service of the United States while on active duty for a period of more than 30 days will be deemed to have a severance from employment as specified under Plan section 1.36(c)(1). Such
Participant may elect to receive a distribution of his Salary Reduction Contributions, Catch-Up Contributions and Roth Contributions (if any) and shall be prohibited from making Salary Reduction Contributions, Catch-Up Contributions and After-Tax
Contributions to the Plan for the six-month period beginning on the date of distribution, pursuant to Section 414(u)(12)(B) of the Code.
(b) Any withdrawal under this Section 7.09 that would also qualify under Section 7.10
shall be considered a qualified reservist withdrawal and the Participant shall not be subject to the six-month period of suspension described in subsection (a).
7.10 |
QUALIFIED RESERVIST WITHDRAWALS |
(a) In General. A Participant who is a member of a reserve component (as defined in
section 101 of title 37 of the United States Code) and who has been called or ordered to active duty for:
|
(1) |
an indefinite period; or |
|
(2) |
a period in excess of 179 days, |
56
may withdraw all or a portion of the balance in his Personal Before-Tax Account, Roth Account, Personal
Before-Tax Catch-Up Account, and Roth Catch-Up Account, provided the withdrawal is made during the period beginning on the date of such order or call to duty and ending at the close of the active duty period.
(b) Documentation. A Participant requesting a withdrawal under this Section 7.10
may be required to provide a copy of his or her military orders to the Administrator.
57
ARTICLE VIII
THE FUND
(a) In Trust. The Fund shall be held in trust by the Trustees and shall consist of all
amounts paid into the Profit-Sharing Fund pursuant to the Plan, investments made therewith (including transfers to the ESOP Fund pursuant to Section 8.03(c) of the Plan), reinvestments thereof, proceeds of such investments and reinvestments and
earnings and profits thereon, less payments made by the Trustees from the Fund. It shall be impossible for any part of the Fund to be used for or diverted to purposes other than for the exclusive benefit of Participants, Inactive Participants and
their Beneficiaries and Alternate Payees and for the reasonable expenses of administering the Plan and the Fund.
(b) Direction of Trustees. The Trustees shall be subject to the directions of:
(1) the Investment Committee, provided, however, that the Investment
Committee may appoint one or more Investment Managers to manage (including the power to acquire and dispose of) one or more Parts of the Fund (other than Part D, Part I, Part K and Part O of the Fund);
|
(2) |
the Altria Stock Independent Named Fiduciary; |
|
(3) |
a Non-Altria Stock Independent Named Fiduciary; |
(4) the Administrator or its delegates (including the Third-Party Recordkeeper); and
(5) Participants, Inactive Participants, Beneficiaries and Alternate Payees,
who each may exercise the rights described in Sections 8.01(c) and 8.03 of the Plan.
(c)
Compliance with ERISA Section 404(c). The Plan is intended to comply with the provisions of Section 404(c) of ERISA and the accompanying Regulation of the Department of Labor. Accordingly, except as otherwise provided in the Plan
(including, by way of example and not of limitation, the provisions of Sections 10.05 and 10.06 of the Plan) and Trust Agreements insofar as such Plan and Trust Agreements are not inconsistent with the provisions of Title I of ERISA, each
Participant and Inactive Participant (and Beneficiary and Alternate Payee) shall have the right to exercise control over the balance in his Accounts.
(a) The Trustee shall, in accordance with Participants directions as provided in Sections 8.03
and 8.04 of the Plan, invest and reinvest the principal and income of the Fund and keep the Fund invested in the following Parts:
|
(1) |
Part A (US Government Obligations Fund) |
|
(2) |
Part B (US Large Cap Equity Index Fund) |
|
(3) |
Part C (Interest Income Fund) |
58
(4) Part D (Altria Stock
Investment Option)
(A) Part D is a single fund consisting of two Subparts:
(i) a fund forming part of the Profit-Sharing Fund and, subject to Sections
8.02(a)(4)(C) and 8.02(e)(2) of the Plan, invested solely in Altria Stock; and
(ii) a fund designated as the ESOP Fund and, subject to Sections 8.02(a)(4)(C) and
8.02(e)(2) of the Plan, invested solely in Altria Stock.
(B) Exchanges
(Real-Time Trades) into or out of Part D shall be made on the open market pursuant to order types selected by the Participant in accordance with the Plans procedures for Real-Time Trading. Subject to Sections 8.02(a)(4)(C) and 10.05 of the
Plan, the Trustee shall purchase shares of Altria Stock invested in Part D only upon the direction of a Participant, Inactive Participant, Beneficiary or Alternate Payee and retain such Altria Stock, regardless of market fluctuations and shall sell
such shares of Altria Stock only upon the direction of a Participant, Inactive Participant, Beneficiary or Alternate Payee, or the Altria Stock Independent Named Fiduciary.
(C) Subject only to Section 10.05 of the Plan and the remaining provisions of
this clause (C), Part D of the Fund is a permanent feature of the Plan. Except as otherwise provided in Section 8.02(e)(2) of the Plan, Part D of the Fund shall continue to be invested exclusively in Altria Stock unless the Altria Stock
Independent Named Fiduciary determines, in its sole discretion, that holding Altria Stock in Part D is no longer consistent with ERISA and, if so, determines to liquidate, in whole or in part, the Plans holdings of Altria Stock in Part D
pursuant to Section 10.05 of the Plan, in which case the proceeds of any such liquidation shall be invested in Part A of the Fund (US Government Obligations Fund), or other investment option the Altria Stock Independent Named Fiduciary so
directs.
|
(5) |
Part E (International Equity Fund) |
|
(6) |
Part F (US Mid/Small Cap Equity Index Fund) |
|
(7) |
Part G (Balanced Fund) |
(8) Part H (Euro Equity Fund). Part H of the Fund has been eliminated as of
the close of business on June 29, 2012. All assets in Part H of the Fund as of the close of the New York Stock Exchange on June 29, 2012, were transferred to Part E of the Fund.
(9) Part I (Mondelēz Stock Investment Option) Subject to Sections
8.02(a)(9)(C) and 8.02(e)(2) of the Plan, a fund invested solely in Mondelēz Stock.
(A) No other investments in Part I by Participants, Inactive Participants,
Beneficiaries and Alternate Payees are permitted, including dividends on shares of Mondelēz Stock.
59
(B) Exchanges (Real-Time Trades) out
of Part I shall be made on the open market pursuant to order types selected by the Participant in accordance with the Plans procedures for Real-Time Trading. Subject to Sections 8.02(a)(9)(C) and 10.06 of the Plan, the Trustee shall sell
shares of Mondelēz Stock invested in Part I only upon the direction of a Participant, Inactive Participant, Beneficiary or Alternate Payee and retain such Mondelēz Stock, regardless of market fluctuations and shall sell such shares of
Mondelēz Stock only upon the direction of a Participant, Inactive Participant, Beneficiary or Alternate Payee or the Mondelēz Stock Independent Named Fiduciary.
(C) Subject only to Section 10.06 of the Plan and the remaining provisions of
this clause (C), Part I of the Fund is a permanent feature of the Plan. Except as otherwise provided in Section 8.02(e)(2) of the Plan, Part I of the Fund shall continue to be invested exclusively in Mondelēz Stock unless the Mondelēz
Stock Independent Named Fiduciary determines, in its sole discretion, that holding Mondelēz Stock in Part I is no longer consistent with ERISA and, if so, determines to liquidate, in whole or in part, the Plans holdings of Mondelēz
Stock in Part I, in which case the proceeds of any such liquidation shall be invested in Part A of the Fund (US Government Obligations Fund), or other investment option the Mondelēz Stock Independent Named Fiduciary so directs
(10) Part J (Fidelity Money Market Trust: Retirement Government Money Market
II Portfolio (also known as the Fidelity Retirement Money Market Portfolio and the Conduit Fund)) Part J of the Fund has been eliminated as of the close of business on December 31, 2015 and is no longer an
investment option under the Plan. All assets in Part J of the Fund as of the close of the New York Stock Exchange on December 31, 2015 were transferred to Part G of the Fund.
(11) Part K (PMI Stock Investment Option) Subject to Sections
8.02(a)(11)(C) and 8.02(e)(2) of the Plan, a fund invested solely in PMI Stock.
(A) No other investments in Part K by Participants, Inactive Participants,
Beneficiaries and Alternate Payees are permitted, including dividends on shares of PMI Stock.
(B) Exchanges (Real-Time Trades) out of Part K shall be made on the open market
pursuant to order types selected by the Participant in accordance with the Plans procedures for Real-Time Trading. Subject to Sections 8.02(a)(11)(C) and 10.06 of the Plan, the Trustee shall sell shares of PMI Stock invested in Part K only
upon the direction of a Participant, Inactive Participant, Beneficiary or Alternate Payee and retain such PMI Stock, regardless of market fluctuations and shall sell such shares of PMI Stock only upon the direction of a Participant, Inactive
Participant, Beneficiary or Alternate Payee or the PMI Stock Independent Named Fiduciary.
(C) Subject only to Section 10.06 of the Plan and the remaining provisions of
this clause (C), effective March 28, 2008, Part K of the Fund shall be a permanent feature of the Plan. Except as otherwise provided in Section 8.02(e)(2) of the Plan, Part K of the Fund shall continue to be invested exclusively in PMI
Stock unless the PMI Stock Independent Named Fiduciary determines, in its sole discretion, that holding PMI Stock in Part K is no longer
60
consistent with ERISA and, if so, determines to liquidate, in whole or in part, the Plans holdings of PMI Stock in Part K, in which case the proceeds of any such liquidation shall be
invested in Part A of the Fund (US Government Obligations Fund), or other investment option the PMI Stock Independent Named Fiduciary so directs
|
(12) |
Part L (Vanguard Total Bond Market Index Fund) |
|
(13) |
Part M (Vanguard PRIMECAP Fund) |
|
(14) |
Part N (Vanguard Capital Opportunities Fund) |
(15) Part O (Kraft Heinz Company Stock Investment Option) Subject to
Sections 8.02(a)(15)(C) and 8.02(e)(2) of the Plan, a fund invested solely in Kraft Heinz Company Stock (formerly KFG Stock).
(A) No other investments in Part O by Participants, Inactive Participants,
Beneficiaries and Alternate Payees are permitted, including dividends on shares of Kraft Heinz Company Stock.
(B) Exchanges (Real-Time Trades) out of Part O shall be made on the open market
pursuant to order types selected by the Participant in accordance with the Plans procedures for Real-Time Trading. Subject to Sections 8.02(a)(15)(C) and 10.06 of the Plan, the Trustee shall sell shares of Kraft Heinz Company Stock invested in
Part O only upon the direction of a Participant, Inactive Participant, Beneficiary or Alternate Payee and retain such Kraft Heinz Company Stock, regardless of market fluctuations and shall sell such shares of Kraft Heinz Company Stock only upon the
direction of a Participant, Inactive Participant, Beneficiary or Alternate Payee or the Kraft Heinz Company Stock Independent Named Fiduciary.
(C) Subject only to Section 10.06 of the Plan and the remaining provisions of
this clause (C), effective upon the receipt of the shares of KFG Stock by the Trustee pursuant to the spin-off of Kraft Foods Group, Inc. from Mondelēz International, Inc., Part O of the Fund shall be a permanent feature of the Plan. Except as
otherwise provided in Section 8.02(e)(2) of the Plan, Part O of the Fund shall continue to be invested exclusively in Kraft Heinz Company Stock unless the Kraft Heinz Company Stock Independent Named Fiduciary determines, in its sole discretion,
that holding Kraft Heinz Company Stock in Part O is no longer consistent with ERISA and, if so, determines to liquidate, in whole or in part, the Plans holdings of Kraft Heinz Company Stock in Part O), in which case the proceeds of any such
liquidation shall be invested in Part A of the Fund (US Government Obligations Fund), or other investment option the Kraft Heinz Company Stock Independent Named Fiduciary so directs.
(b) Restrictions on Authority to Add or Remove Single Stock Funds. No person,
committee, or any other entity is authorized to add to or remove from the Plan any investment option that invests primarily in Altria Stock, Non-Altria Stock, or any other single security derived from Altria Stock or Non-Altria Stock, such as a
security that has been spun-off to the shareholders of Altria Group Inc., Mondelēz International Inc., Philip Morris International Inc. or The Kraft Heinz Company, except for the Board, Committee or Administrator acting
61
solely in their settlor capacities with respect to the Plan pursuant to Section 11.01; provided, however, that the foregoing shall not limit the authority of the Altria Stock Independent
Named Fiduciary and each Non-Altria Stock Independent Named Fiduciary to liquidate, in whole or in part, the Part of the Fund for which it serves as a Fiduciary, pursuant to Sections 10.05(b)(2) and 10.06(b)(1), as applicable.
(c) Trading Restrictions.
(1) An Investment Manager appointed by the Investment Committee to manage any Part
of the Fund (other than Part D, Part I, Part K and Part O) may impose a redemption charge, short-term trading fee or other trading restrictions (including, but not limited to, rejection of or limitation on all or a portion of any purchase or sell
order, limitation on the number of purchases or sales within a specified period of time (an excessive trading policy) or exclusion from any investment in an affected investment option) on any Participant, Inactive Participant, Beneficiary or
Alternate Payee who is alleged to have violated the abusive trading practices or other policies of such Investment Manager as set forth in the description of, or prospectus for, the investment vehicle used for the Part of the Fund.
(2) The Plan may impose a redemption charge, short-term trading fee or impose other
trading restrictions (including, but not limited to, rejection of or limitation on all or a portion of any purchase or sell order, limitation on the number of purchases or sales within a specified period of time (an excessive trading policy) or
exclusion from any investment in an affected investment option) on any Participant, Inactive Participant, Beneficiary or Alternate Payee.
(d) Part D Dividends. Periodic transfers of all shares of Altria Stock held in that
Subpart of Part D forming part of the Profit-Sharing Fund shall be made to that Subpart of Part D designated as the ESOP Fund as of the Business Day immediately preceding any Ex-Dividend Date (or at such other time or times as may be determined) in
order for Participants, Inactive Participants, Beneficiaries and Alternate Payees to make the election pursuant to Section 7.06 of the Plan with respect to any cash dividends with respect to all shares of Altria Stock invested in Part D.
(e) Permitted Short-Term Investments.
(1) An Investment Manager may, in its sole discretion, keep any portion of a Part
(or a Subpart), other than Part D, Part I, Part K and Part O, in cash or short-term investments (including a commingled fund of the Trustee) for liquidity purposes, pending the selection and purchase of permanent investments for such Part (or
Subpart).
(2) The Trustee of Part D, Part I, Part K and Part O may, in its sole
discretion, keep a portion of Part D, Part I, Part K or Part O in cash or short-term investments (including a commingled fund of the Trustee) solely to the extent required to meet Exchange, distribution, withdrawal, and administrative needs (e.g.,
to settle trades of fractional shares of Altria Stock and Non-Altria Stock) of the Trust. It is the intention of this Section that because Parts D, I, K and O of the Fund use share accounting and are not unitized trusts, the Trustee need not and
shall not maintain a cash reserve or buffer, but shall use the proceeds from sales of Altria Stock and Non-Altria Stock as directed by the Participant, Inactive Participant, Beneficiary or Alternate Payee to satisfy any
Exchange, distribution or withdrawal requirements.
62
(f) Expenses of the Fund.
(1) Responsibility for Payment. All taxes, fees, brokerage commissions and
other reasonable expenses of administering the Plan and the Fund, whether in connection with services provided by third parties, or otherwise, shall be paid from the Fund to the extent not paid by the Participating Companies.
(2) Allocation of Expenses.
(A) The expenses of administering the Plan shall be allocated among the Accounts of
Participants, Inactive Participants, Beneficiaries and Alternate Payees in such manner as shall be determined from time to time by the Investment Committee. Such expenses may be allocated, pro-rata, among Participants, Inactive Participants,
Beneficiaries and Alternate Payees and may include a direct charge to the Account of the Participant, Inactive Participant, Beneficiary or Alternate Payee requesting the transaction generating the expense, or such other reasonable method as may be
determined by the Investment Committee from time to time.
(B) The fees (and
any disbursements) payable to the Altria Stock Independent Named Fiduciary and Non-Altria Stock Independent Named Fiduciary shall be paid from the Fund in a manner determined by the Investment Committee, unless such fees and disbursements are paid
by the Participating Companies.
8.03 |
PARTICIPANT DIRECTION OF INVESTMENTS |
(a) In General. Subject to the limitations of this Section 8.03 of the Plan, each
Participant, Inactive Participant, Beneficiary and Alternate Payee shall direct the investment of his Accounts among the Parts of the Fund. A Participant, Inactive Participant, Beneficiary or Alternate Payee may direct the investment of his Accounts
on any Business Day by one or more Exchanges, or by a Rebalancing, provided, however, that:
(1) an Exchange into or out of Part D of the Fund may only be made by a Real-Time
Trade;
(2) an exchange out of Part I, Part K, or Part O of the Fund may only be
made by a Real-Time Trade; and
(3) any other transaction that uses the proceeds
from an Exchange out of (sale of) Part D, Part I, Part K or Part O of the Fund may not be initiated until after the Real-Time Trade effecting the Exchange is settled.
(b) Future Contributions.
(1) Each Participant and Inactive Participant shall also direct the investment of
any future contributions to such of the Participants Accounts among the Parts of the Profit-Sharing Fund.
(2) Participants and Inactive Participants shall not be permitted to direct the
investment of future contributions to:
63
(A) that Subpart of Part D designated
as the ESOP Fund;
(B) Part I of the Fund;
(C) Part K of the Fund; and
(D) Part O of the Fund.
(c) Part D. A Participant, Inactive Participant, Beneficiary or Alternate Payee may
perform an Exchange through a Real-Time Trade of all or any portion of his Accounts invested in that Subpart of Part D designated as the ESOP Fund to another Part of the Fund (or perform multiple Exchanges from Part D among other Parts of the Fund),
other than the Subpart of Part D forming part of the Profit-Sharing Fund.
(d)
Default Investment Elections. In the event that the Third-Party Recordkeeper fails to receive a proper direction from a Participant, such Participants contributions shall be invested in Part G of the Fund until the Third-Party
Recordkeeper receives a proper direction.
(e) Restrictions on Elections.
Any apportionment of an investment direction among the Parts of the Fund (whether as an Exchange or a Rebalancing) shall be in integral multiples expressed in a whole percentage, in whole or partial units of a Part (other than Part D, Part I, Part K
and Part O), or in whole dollars invested in a Part, provided, however, that:
(1) if a Participant, Inactive Participant, Beneficiary or Alternate Payee performs
an Exchange out of Part D of the Fund of all whole shares of Altria Stock with respect to a specific Account (or with respect to all of his Accounts), any fractional share of Altria Stock will also be Exchanged out of Part D;
(2) if a Participant, Inactive Participant, Beneficiary or Alternate Payee performs
an Exchange out of Parts I, K or O of the Fund of all whole shares of Non-Altria Stock with respect to a specific Account (or with respect to all of his Accounts), any fractional share of Non-Altria Stock will also be Exchanged out of Part I, K or
O, as applicable.
(a) In General. Subject to such rules and conditions as may be in force at the time of
the election and subject to the limitations of Section 8.03 of the Plan and this Section 8.04 of the Plan, a Participant, Inactive Participant, Beneficiary and Alternate Payee may, on any Business Day, modify his investment directions as
then in effect with respect to the investment of his Accounts and a Participant may, on any Business Day, modify his investment directions as then in effect with respect to the investment of future contributions to each of his Accounts or to all of
his Accounts.
(b) Restrictions.
(1) The Third-Party Recordkeeper may be directed to prohibit or limit the number or
type of modifications of investment direction with respect to any one or more Participants, Inactive Participants, Beneficiaries or Alternate Payees or as to all Participants, Beneficiaries and Alternate Payees should it be determined that use of
this feature of the Plan has, or will, become excessive, or if it is determined that such
64
Participant, Inactive Participant, Beneficiary or Alternate Payee has violated the abusive trading practices or other policies of an Investment Manager or of the Plan.
(2) A Participant, Inactive Participant, Beneficiary and Alternate Payee may not
perform a Rebalancing with respect to any portion of his Account invested in Part D, Part I, Part K or Part O.
8.05 |
BENEFICIARIES AND ALTERNATE PAYEES |
If a Participant or Inactive Participant dies before distribution is made or completed, his Beneficiary may direct the investment of
such former Participants Accounts pursuant to the provisions of this ARTICLE VIII of the Plan. An Alternate Payee of either a Participant or Inactive Participant may direct the investment of that portion (or all) of the Accounts assigned to
such Alternate Payee pursuant to the Qualified Domestic Relations Order.
8.06 |
COMMON, COLLECTIVE OR POOLED FUNDS
|
Any sale or purchase of an interest in (a) a common or collective trust fund or pooled investment fund
maintained by the Trustee or any other party in interest (as defined in ERISA) which is a bank or trust company supervised by a State or Federal agency, or (b) a pooled investment fund of an insurance company qualified to do business in any
State (as defined in ERISA) is expressly permitted with respect to any of the assets of the Fund.
8.07 |
INVESTMENTS IN TRUSTEE DEPOSITS |
The assets in the Fund held by the Trustee may be invested in deposits of such Trustee or any party in interest (as defined in ERISA).
65
ARTICLE IX
LOANS TO PARTICIPANTS
(a) Maximum Loan. A Participant may, in accordance with nondiscriminatory rules, make
application for a General Purpose Loan and a Home Purchase Loan from his Accounts in an aggregate amount not greater than the lesser of:
(1) fifty percent (50%) of the Current Value of his Accounts; or
(2) $50,000;
reduced by the amount, if any, by which the highest outstanding balance of all General Purpose and Home Purchase Loans made to the Participant pursuant
to the provisions of this ARTICLE IX of the Plan during the twelve (12) month period immediately preceding the date on which the Loan is made, exceeds the outstanding balance on the date the Loan is made of all Loans made to the Participant
pursuant to this Article.
(b) Ineligible Accounts. Loans may not be taken from a
Participants Roth Account, Roth Catch-Up Account, Qualified Nonelective Contributions Account and Supplemental Company Contributions Account.
(c) Part D, Part I, Part K and Part O. Prior to applying for a Loan pursuant to this
Section 9.01 of the Plan, the Participant must first perform an Exchange (a Real-Time Trade) out of that portion, if any, of his Accounts that is invested in Part D, Part I, Part K and/or Part O of the Fund and that is needed to satisfy the
Loan.
(d) Disbursement of Loan Proceeds. Loan proceeds may be made by
check or by any acceptable electronic transfer media.
(e) Plan Limits on
Loans.
(1) A Participant may not have more than two Loans (either
two General Purpose Loans or two Home Purchase Loans, or one General Purpose Loan and one Home Purchase Loan) outstanding at any time, and a Participant may not make an application for a second outstanding Loan within six (6) months of his
application for a first outstanding Loan If a Participant has repaid a Loan, he may not apply for a new Loan for 30 days from the date of the repayment of the prior loan;
(2) The minimum amount of any Loan from a Participants Accounts shall be
$1,000;
(3) Inactive Participants, Beneficiaries and Alternate Payees are not
eligible to obtain a Loan from the Plan; and
(4) A Participant on leave of
absence may not apply for a Loan.
66
The application for a Loan shall specify the period of repayment, which, in the case of a General Purpose Loan, shall not be more than
five years (except as provided under Section 9.04(e) of the Plan), and in the case of a Home Purchase Loan, shall not be more than 25 years.
(a) Amortization. Each Loan shall be amortized in level payments and shall bear a
fixed interest rate over the term of the Loan, provided, however, that a Participant who has received a Home Purchase Loan which has been outstanding for no less than five years may apply to change the interest rate to the rate currently in effect
at the time of the application and provided, further, that no such application may be made more frequently than every five years.
(b) Documentation of Home Purchase Loan. A Participant who applies for a Home Purchase
Loan shall provide such documentation as is deemed sufficient to demonstrate that the proceeds will be used to purchase the primary residence of the Participant.
(c) Early Repayment. A Participant may repay in full or in part the balance of any
outstanding General Purpose Loan or Home Purchase Loan at any time, provided that the level amount of amortization payments shall not be changed in the case of a partial repayment.
(d) Manner of Loan Payments. Loans shall ordinarily be repaid by periodic deduction
from the Participants paycheck. However, a Participant may repay by check or by any acceptable electronic transfer media.
(a) In General. A default shall occur upon the occurrence of one of the
following events:
(1) failure to repay the loan within five
(5) years, if a General Purpose Loan and twenty-five (25) years, if a Home Purchase Loan; or
(2) failure to make a payment before the last day of the calendar quarter following
the calendar quarter in which the payment was due; or
(3) in the case of a
Participant who has incurred a severance from employment from his Participating Company and each other member of the Controlled Group, failure to repay the loan before he has taken a distribution from the Plan.
(b) Possible Transfer of Loan to Successor Plan. In the event of the transfer of the
Accounts allocable to Participants (and their spouses and beneficiaries) of a Participating Company (or division, unit or part thereof) to the trust of another plan qualified under Section 401(a) of the Code pursuant to the provisions of
Section 13.13(a) of the Plan, outstanding balances of all Loans made to the affected Participants may not become due and payable, but may instead be transferred to and assumed by the plan to which the Accounts are transferred.
(c) Death of Participant. If a Participant dies before the principal balance of any
outstanding Loan is repaid in full, such principal balance must be repaid by the deceased
67
Participants estate no later than the last day of the calendar quarter next succeeding the calendar quarter in which the Participant died.
(d) Future Loans Prohibited. A Participant who has defaulted on the repayment of a
Loan may not obtain any future Loan from his Accounts unless and until he or she has repaid the defaulted loan (including accrued interest); provided, however, that a failure to repay a Loan with an outstanding balance of not more than $10 shall not
be considered a default.
(e) USERRA. Loan repayments may be suspended
under the Plan as permitted under Section 414(u)(4) of the Code.
9.05 |
INVESTIGATIONS; POSSIBLE IMPLICATIONS OF
MISREPRESENTATION |
Investigations may be conducted and a Participant may be
required to make representations or warranties as are deemed desirable or necessary to carry out the purpose of this ARTICLE IX of the Plan. Any misrepresentation or omission of a material fact made by the Participant in connection with an
application for a loan under this ARTICLE IX of the Plan may be cause for dismissal of employment.
The Account of a Participant may be charged for obtaining a Loan and for maintaining a Loan.
9.07 |
SECTION 16 OF SECURITIES EXCHANGE ACT OF 1934
|
Notwithstanding the preceding provisions of this ARTICLE IX of the Plan, a Participant who is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 may request that any Loan not be made from that portion of his Accounts that is invested in Part D of the Fund.
68
ARTICLE X
PLAN ADMINISTRATION
(a) Named Fiduciary. The Administrator is a Named Fiduciary.
(b) Power to Delegate. The general administration of the Plan shall be vested in the
Administrator; provided, however, that the Administrator may delegate or assign its authority to one or more delegates or assignees to carry out certain responsibilities with respect to the administration of the Plan as set forth in the Plan and in
the Trust Agreement.
(c) Reports of Delegates. Each delegate or assignee
of the Administrator who has been authorized to exercise administrative responsibilities and powers under the Plan shall periodically report to the Administrator on its exercise thereof and the discharge of such responsibilities.
10.02 |
INVESTMENT COMMITTEE |
(a) Named Fiduciary. The Investment Committee is a Named Fiduciary.
(b) Authority. Subject to the delegation of such authority pursuant to the provisions
of this Plan, the Investment Committee shall have full authority with respect to the operation and management of the investment of the assets of the Plan, other than Part D, Part I, Part K and Part O of the Fund, including by way of example, but not
of limitation:
(1) to monitor the investment performance of the Parts of
the Fund (other than Part D, Part I, Part K and Part O);
(2) to select the
Parts of the Fund (other than Part D of the Fund or any other similar fund or investment option that invests primarily or exclusively in Altria Stock, Mondelēz Stock, PMI Stock, Kraft Heinz Company Stock, or in any other single security that is
derived from Altria Stock or Non-Altria Stock, such as a security that has been spun-off to the shareholders of Altria Group Inc., Mondelēz International, Inc., Philip Morris International Inc. or The Kraft Heinz Company) in which Participants,
Inactive Participants, Beneficiaries and Alternate Payees may invest the balance in their Accounts;
(3) to appoint one or more Investment Managers to manage (including the power to
acquire or dispose of) one or more Parts or any portion of a Part of the Fund (other than Part D, Part I, Part K and Part O);
(4) to appoint one or more successor Trustees and to enter into a trust agreement
with the Trustee or any successor Trustee;
(5) to appoint an Investment Advisor
(as referenced in Section 1.49(c) of the Plan) to render investment advice to Participants, Inactive Participants, Beneficiaries and Alternate Payees with respect to the investment of their Accounts under the Plan, which Investment Advisor
shall acknowledge in writing to the Investment Committee that it is a fiduciary with respect to the Plan. The Investment Advisor shall render such investment
69
advice to any Participant, Inactive Participant, Beneficiary and Alternate Payee who requests it and who furnishes to the Investment Advisor such information as it may reasonably request. A
Participant, Inactive Participant, Beneficiary or Alternate Payee may accept, reject or modify the investment recommendations of the Investment Advisor; and
(6) to determine the expenses of administering the Plan and the investment of the
Plans assets which shall be payable from the Fund, which determination shall not be the responsibility of the Administrator.
(c) Authority to Delegate. The Investment Committee may delegate part of its
responsibilities and powers to any person or persons selected by it. Any such delegation may be revoked at any time. Any delegate exercising Investment Committee responsibilities and powers under this Section 10.02 of the Plan shall
periodically report to the Investment Committee on its exercise thereof and the discharge of such responsibilities.
(d) Action. The Investment Committee may act by a majority of its number then in
office, either by vote at a meeting or in writing without a meeting. Any act of the Investment Committee shall be sufficiently evidenced if certified by the Secretary of the Investment Committee, any two (2) members thereof, or in accordance
with any by-laws adopted by the Investment Committee.
10.03 |
MONITORING COMMITTEE |
The Monitoring Committee shall have the sole responsibility to monitor the Altria Stock Independent Named Fiduciary and each Non-Altria
Stock Independent Named Fiduciary to determine in their sole judgment and discretion whether each such Independent Named Fiduciary continues to have the qualifications, capacity and personnel to discharge its respective obligations under the Plan
and to direct the Administrator to amend the Plan to replace the Altria Stock Independent Named Fiduciary and each Non-Altria Stock Independent Named Fiduciary.
10.04 |
MANAGEMENT COMMITTEE |
(a) Authority. The Management Committee shall be responsible for reviewing partial or
complete denials of claims for benefits by the Administrator, but only to the extent that a Participant, Inactive Participant or Beneficiary (or an authorized representative) timely requests such a review pursuant to the claims procedure set forth
in Section 13.05 of the Plan.
(b) Action. The Management Committee
may act by a majority of its number then in office, either by vote at a meeting or in writing without a meeting. Any act of the Management Committee shall be sufficiently evidenced if certified by the Secretary of the Management Committee, any two
(2) members thereof, or in accordance with any by-laws adopted by the Management Committee. The Management Committee is not required to meet regularly or periodically, but only if its responsibilities require it to act at a meeting.
10.05 |
ALTRIA STOCK INDEPENDENT NAMED FIDUCIARY
|
(a) Named Fiduciary. The Altria Stock Independent Named
Fiduciary is a Named Fiduciary.
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(b) Authority. Subject to the provisions of
Section 8.02(a)(4) of the Plan, the Altria Stock Independent Named Fiduciary shall have full authority with respect to the management of the investment of Part D of the Fund, including the following duties:
(1) to monitor Altrias financial condition to determine, in its sole
discretion, whether permitting Participants, Inactive Participants, Beneficiaries and Alternate Payees to make new investments in Altria Stock through the Altria Stock investment option is no longer consistent with ERISA;
(2) to monitor Altrias financial condition to determine, in its sole
discretion, whether holding Altria Stock in Part D of the Fund is no longer consistent with ERISA and, if so, to determine when and how to liquidate, in whole or in part, the Plans holdings in Altria Stock in Part D of the Fund;
(3) if the Altria Stock Independent Named Fiduciary exercises the authority provided
for in clause (2), to direct the investment of any proceeds from any sale or other disposition of Altria Stock into Part A of the Fund (US Government Obligations Fund), or other investment option the Altria Stock Independent Named Fiduciary so
directs, pending the investment election of Participants, Inactive Participants, Beneficiaries and Alternate Payees;
(4) to communicate its decisions to Participants, Inactive Participants,
Beneficiaries and Alternate Payees using the Plans normal distribution methods;
(5) to establish procedures to ensure the confidentiality of information relating to
the holding and sale of interests in Part D of the Fund and on the exercise of voting, tender and similar rights by Participants, Inactive Participants, Beneficiaries and Alternate Payees;
(6) to determine, in its sole discretion, whether (i) a public tender or
exchange offer that is made for the purchase or exchange of less than five percent (5%) of the outstanding shares of Altria Stock, and (ii) is made pursuant to Section 14(e) of the Act and Regulation 14E, should be passed through to
Plan Participants, Inactive Participants, Beneficiaries and Alternate Payees and if the Altria Stock Independent Named Fiduciary determines that tender offer materials should not be provided to Participants, Inactive Participants, Beneficiaries and
Alternate Payees, it shall direct the Trustee in writing as to whether shares of Altria Stock should or should not be tendered pursuant to such offer, provided that ALCS or the transfer agent for the shares of Altria Stock timely notifies the Altria
Stock Independent Named Fiduciary of the tender offer;
(7) to review any
communications to Participants, Inactive Participants, Beneficiaries and Alternate Payees by the Plan, the Plans Third-Party Recordkeeper or the Company regarding Part D of the Fund; and
(8) to direct such Plans Trustee and custodian to execute and deliver to the
Altria Stock Independent Named Fiduciary such forms and other documents as the Altria Stock Independent Named Fiduciary may determine are advisable to be filed with the Securities and Exchange Commission or other governmental agency.
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(c) Prior Amendment Not Required. Any exercise
of the duties by the Altria Stock Independent Named Fiduciary granted to it pursuant to Section 10.05(b) of the Plan shall not require an amendment of the Plan prior to the initiation of the exercise of any such duty.
10.06 |
NON-ALTRIA STOCK INDEPENDENT NAMED
FIDUCIARY |
(a) Named
Fiduciary. Each Non-Altria Stock Independent Named Fiduciary is a Named Fiduciary.
(b) Authority. Subject to the provisions of Sections 8.02(a)(9), 8.02(a)(11), and
8.02(a)(15) of the Plan, the Non-Altria Stock Independent Named Fiduciary of Part I, Part K and/or Part O of the Fund shall have full authority with respect to the management of the investment of the Part or Parts for which it has been designated as
Named Fiduciary, including the following duties:
(1) to monitor the
financial condition of the Non-Altria Stock for which it has been designated as Named Fiduciary to determine, in its sole discretion, whether holding the Non-Altria Stock in Part I, Part K or Part O of the Fund, as applicable, is no longer
consistent with ERISA and, if so, to determine when and how to liquidate, in whole or in part, the Plans holdings in such Non-Altria Stock;
(2) if the Non-Altria Stock Independent Named Fiduciary exercises the authority
provided for in clause (1), to direct the investment of any proceeds from any sale or other disposition of such Non-Altria Stock into Part A of the Fund (US Government Obligations Fund), or other investment option the Non-Altria Stock Independent
Named Fiduciary so directs, pending the investment election of Participants, Inactive Participants, Beneficiaries and Alternate Payees;
(3) to communicate its decisions to Participants, Inactive Participants,
Beneficiaries and Alternate Payees using the Plans normal distribution methods;
(4) to establish procedures to ensure the confidentiality of information relating to
the holding and sale of interests in the Part of the Fund (Part I, K or O) for which it has been designated as Named Fiduciary and on the exercise of voting, tender and similar rights by Participants, Inactive Participants, Beneficiaries and
Alternate Payees;
(5) to determine, in its sole discretion, whether (i) a
public tender or exchange offer that is made for the purchase or exchange of less than five percent (5%) of the outstanding shares of Non-Altria Stock in a Part of the Fund for which it has been designated as Named Fiduciary, and (ii) is
made pursuant to Section 14(e) of the Act and Regulation 14E, should be passed through to Plan Participants, Inactive Participants, Beneficiaries and Alternate Payees and if the Non-Altria Stock Independent Named Fiduciary determines that
tender offer materials should not be provided to Participants, Inactive Participants, Beneficiaries and Alternate Payees, it shall direct the Trustee in writing as to whether shares of the Non-Altria Stock should or should not be tendered pursuant
to such offer, provided that ALCS or the transfer agent for the shares of the Non-Altria Stock timely notifies the Non-Altria Stock Independent Named Fiduciary of the tender offer;
(6) to review any communications to Participants, Inactive Participants,
Beneficiaries and Alternate Payees by the Plan, the Plans Third-Party Recordkeeper or
72
the Company regarding the Part of the Fund (Part I, K or O) for which it has been designated as Named Fiduciary; and
(7) to direct the Plans Trustee and custodian to execute and deliver to the
Non-Altria Stock Independent Named Fiduciary such forms and other documents as the Non-Altria Stock Independent Named Fiduciary may determine are advisable to be filed with the Securities and Exchange Commission or other governmental agency.
Notwithstanding the use of the general terms Non-Altria Stock, Non-Altria Stock Fund, and Non-Altria Stock
Independent Named Fiduciary in the Plan, each Non-Altria Stock Independent Named Fiduciary is separate and distinct from the other Non-Altria Stock Independent Named Fiduciaries and shall be responsible only for the Non-Altria Stock for which
it has been designated as Named Fiduciary.
(c) Prior Amendment Not Required. Any
exercise of the duties by a Non-Altria Stock Independent Named Fiduciary granted to it pursuant to Section 10.06(b) of the Plan shall not require an amendment of the Plan prior to the initiation of the exercise of any such duty.
(a) In General. The duties and powers of the Fiduciaries shall be as set forth in the Plan
and in the Trust Agreement.
(b) Allocation of Responsibilities. The fiduciary
responsibilities of the Named Fiduciaries shall be allocated as follows:
(1) Administrator. The Administrator shall have the responsibility, exclusive
from the other Fiduciaries, as the Named Fiduciary with respect to the management of the Plan as it relates to the administration of the Plan and shall have no authority or responsibility:
(A) with respect to the management of the Fund, which shall be the sole
responsibility of the Investment Committee, the Altria Stock Independent Named Fiduciary and each Non-Altria Stock Independent Named Fiduciary, as allocated among them as set forth below;
(B) with respect to the duties of the Monitoring Committee set forth in
Section 10.03 of the Plan; and
(C) with respect to the duties of the
Management Committee set forth in Section 10.04 of the Plan.
(2)
Monitoring Committee. The Monitoring Committee shall have the responsibility, exclusive of the other Fiduciaries, with respect to the duties set forth in Section 10.03 of the Plan and shall have no authority and responsibility with
respect to:
(A) the management of the Plan or in the administration of the
Plan, which shall be the sole responsibility of the Administrator; and
(B) the
management of the Fund, including any Part of the Fund, which shall be the sole responsibility of the Investment Committee, the Altria
73
Stock Independent Named Fiduciary and each Non-Altria Stock Independent Named Fiduciary, as allocated among them as set forth below; and
(C) the duties of the Management Committee set forth in Section 10.04 of the
Plan.
(3) Altria Stock Independent Named Fiduciary. The Altria Stock
Independent Named Fiduciary shall have the responsibility, exclusive from the other Fiduciaries, as the Named Fiduciary with respect to the duties set forth in Section 10.05(b) of the Plan and shall have no authority or responsibility with
respect to:
(A) In the management of the Plan or in the administration of the
Plan, which shall be the sole responsibility of the Administrator;
(B) the
management of any Part of the Fund other than Part D of the Fund, which other Parts shall be the sole responsibility of the Investment Committee, and each Non-Altria Stock Independent Named Fiduciary, as allocated among them;
(C) the duties of the Management Committee set forth in Section 10.04 of the
Plan; and
(D) the duties of the Monitoring Committee set forth in
Section 10.03 of the Plan.
(4) Non-Altria Stock Independent Named
Fiduciary. Each Non-Altria Stock Independent Named Fiduciary shall have the responsibility, exclusive from the other Fiduciaries, as the Named Fiduciary with respect to the duties set forth in Section 10.06(b) of the Plan, as applicable to
each Non-Altria Stock for which it serves as a Named Fiduciary and shall have no authority or responsibility with respect to:
(A) the management of the Plan or in the administration of the Plan, which shall be
the sole responsibility of the Administrator;
(B) the management of any Part
of the Fund other than the Part or Parts of the Fund (Part I, Part K and/or Part O of the Fund) for which it has been designated as Named Fiduciary, which other Parts shall be the sole responsibility of the Investment Committee, the Altria Stock
Independent Named Fiduciary and any other Non-Altria Stock Independent Named Fiduciary, as allocated among them;
(C) the duties of the Management Committee set forth in Section 10.04 of the
Plan; and
(D) the duties of the Monitoring Committee set forth in
Section 10.03 of the Plan.
In the event that there is more than one Non-Altria Stock Independent Named Fiduciary, then each
Non-Altria Stock Independent Named Fiduciary shall only have the responsibility, exclusive from each other Non-Altria Stock Independent Named Fiduciary, with respect to the duties set forth in Section 10.06 of the Plan
74
only with respect to each Non-Altria Stock for which it serves as the Named Fiduciary.
(5) Investment Committee. The Investment Committee shall have the
responsibility, exclusive from the other Fiduciaries, as the Named Fiduciary with respect to the management or disposition of the Fund, except Part D of the Fund, Part I of the Fund, Part K of the Fund and Part O of the Fund, including the
appointment of an Investment Advisor to offer investment advice to Participants, Inactive Participants, Beneficiaries and Alternate Payees with respect to the investment of their Accounts under the Plan and shall have no authority or responsibility
with respect to:
(A) the management of the Plan or in the administration of
the Plan, which shall be the sole responsibility of the Administrator;
(B)
Part D of the Fund, which shall be the sole responsibility of the Altria Stock Independent Named Fiduciary;
(C) Part I, Part K and Part O of the Fund, which shall be the sole responsibility
of a Non-Altria Stock Independent Named Fiduciary;
(D) the duties of the
Management Committee set forth in Section 10.04 of the Plan; and
(E) the
duties of the Monitoring Committee set forth in Section 10.03 of the Plan.
(c)
Counsel and Agent. The Fiduciaries may employ counsel and agents and engage such clerical, financial, investment and actuarial services as they deem expedient.
(d) Remuneration of Fiduciaries. Any Fiduciary (other than an employee of a
Participating Company) may receive from the Fund such reasonable remuneration for his services as the Investment Committee may from time to time determine.
(e) Administrative Expenses. All expenses incurred by a Fiduciary (other than a
Fiduciary who is an employee of a Participating Company, whether such employee serves as a Fiduciary individually or as a member of a committee) in the administration of the Plan, management of Plan assets or otherwise, including compensation of
such officers, actuary, counsel, agents or agencies as may be appointed or employed, shall be paid from the Fund to the extent authorized by the Investment Committee, and to the extent that the expenses are not paid by the Fund, shall be paid by the
Participating Companies.
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ARTICLE XI
AMENDMENT OR TERMINATION
11.01 |
AMENDMENT OF THE PLAN |
(a) Power to Amend. The Board may amend, retroactively or otherwise, suspend, or
terminate the Plan or the Trust Agreement, in whole or in part; provided, however, that authority to amend the Plan is delegated to the following entities or individual where approval of the Plan amendment or amendments by the shareholders of Altria
is not required:
(1) to the Committee, if the amendment (or amendments)
will not increase the annual expenditure of the Plan by more than ten million dollars ($10,000,000); and
(2) to the Administrator, as settlor, if the amendment (or amendments) will not
increase the annual expenditure of the Plan by more than five-hundred thousand dollars ($500,000).
(b) Reservation of Authority. Notwithstanding the foregoing authority of the Board,
the Committee and the Administrator to amend the Plan, only the Administrator, upon the direction of the Monitoring Committee, is authorized to amend the Plan to remove the Altria Stock Independent Named Fiduciary and/or any Non-Altria Stock
Independent Named Fiduciary and to appoint any successor thereto.
(c)
Authority of Participating Company. Each Participating Company reserves the right to terminate its participation in the Plan, by delivering to the Trustee and the Committee a copy of such amendment, suspension or termination, as duly
incorporated in a resolution of the Board or of the board of directors of such Participating Company, as the case may be.
(d) Limitation on Authority of Board. The Board shall have no power to:
(1) increase the aggregate Contribution and contribution to the Salaried Plan for
any year to an amount in excess of three percent (3%) of Consolidated Earnings for such year; or
(2) cause or permit any part of the Fund to be used for or diverted to purposes
other than for the exclusive benefit of Participants, Inactive Participants and their Beneficiaries.
11.02 |
TERMINATION OF THE PLAN |
(a) In General. Upon the termination or partial termination of the Plan or upon
complete discontinuance of contributions thereto, the rights of all Participants and Inactive Participants to amounts credited to the Participants and Inactive Participants Accounts shall be nonforfeitable. Upon the occurrence of any of
such events, the Administrator and the Investment Committee, in accordance with the direction of the Board, shall direct the Trustee either:
(1) to continue to act in accordance with the Plan and the Trust Agreement until all
assets have been distributed in accordance with the Plan or until such time as
76
the Board directs distribution in accordance with the provisions of Section 11.02(a)(2) of the Plan; or
(2) to distribute all assets remaining in the Fund to Participants, Inactive
Participants, their Beneficiaries, Alternate Payees or legal representatives in accordance with the Current Value of the Participants or Inactive Participants (or Beneficiaries or Alternate Payees) Accounts, less the Current
Value of the Participants or Inactive Participants Loan Accounts, as of a date to be determined by the Board.
(b) Ongoing Powers. The Administrator, Investment Committee, the Monitoring Committee,
Altria Stock Independent Named Fiduciary and each Non-Altria Stock Independent Named Fiduciary shall continue to act with full powers hereunder until the completion of the distribution of such assets.
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ARTICLE XII
RESTRICTIONS ON ALIENATION AND ASSIGNMENT
12.01 |
NONALIENATION OF ACCOUNTS |
(a) In General. The right of any person to receive any distribution or to withdraw any
amount pursuant to the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge or to the creation, assignment or recognition of a right to any benefits under the Plan and any
attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same, or to create, assign or recognize a right to the same shall be void; nor shall said right be in any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of any such person.
(b)
Exceptions. Notwithstanding the preceding, payment(s) may be made from a Participants Accounts pursuant to:
(1) a federal tax levy made pursuant to Section 6331 of the Code;
(2) a judgment in favor of the United States resulting from an unpaid tax
assessment;
(3) a domestic relations order that has been determined to be a
Qualified Domestic Relations Order; or
(4) a judgment or settlement that orders
or requires the Participant to pay an amount to the Plan in accordance with Section 401(a)(13)(C) of the Code and the amount so ordered or required is offset from the Participants or Inactive Participants Accounts.
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ARTICLE XIII
GENERAL PROVISIONS
13.01 |
NO CONTRACT OF EMPLOYMENT |
The adoption and maintenance of the Plan shall not be deemed to constitute a contract between any Participating Company and any Employee
or to be a consideration for, or an inducement or condition of, the employment of any person. Nothing herein contained shall be deemed to give any Employee the right to be retained in the service of a Participating Company or to interfere with the
right of any Participating Company to discharge any Employee at any time.
13.02 |
ALTRIA STOCK VOTING |
(a) In General. Full and fractional shares of Altria Stock invested in Part D
(including both Subparts thereof) and allocated to any Account shall be voted by the Trustee in accordance with, and upon instructions of the Participant, Inactive Participant, Beneficiary or Alternate Payee given on forms provided for that purpose.
Such forms, together with all information distributed to stockholders regarding the exercise of such rights, shall be provided to each Participant, Inactive Participant, Beneficiary or Alternate Payee whose Accounts are invested in Part D (including
both Subparts thereof). Upon timely receipt of instructions, the Trustee shall vote such shares as so instructed. Shares of Altria Stock for which the Trustee has not received voting instructions shall be voted in accordance with the terms of the
Trust Agreement.
(b) Account Holder as Named Fiduciary. Except as provided
in Section 10.05(b)(6), a Participant, Inactive Participant, Beneficiary or Alternate Payee shall be the Named Fiduciary with respect to the voting and tendering of shares of Altria Stock invested in Part D and allocated to his Accounts.
13.03 |
NON-ALTRIA STOCK VOTING |
(a) In General. Full and fractional shares of any Non-Altria Stock invested in a
Non-Altria Stock Investment Option and allocated to any Account shall be voted by the Trustee in accordance with, and upon instructions of the Participant, Inactive Participant, Beneficiary or Alternate Payee given on forms provided for that
purpose. Such forms, together with all information distributed to stockholders regarding the exercise of such rights, shall be provided to each Participant, Inactive Participant, Beneficiary or Alternate Payee whose Accounts are invested in a
Non-Altria. Upon timely receipt of instructions, the Trustee shall vote such shares as so instructed. Shares of Non-Altria Stock for which the Trustee has not received voting instructions shall be voted in accordance with the terms of the Trust
Agreement.
(b) Account Holder as Named Fiduciary. Except as provided in
Section 10.06(b)(5), a Participant, Inactive Participant, Beneficiary or Alternate Payee shall be the Named Fiduciary with respect to the voting and tendering of shares of Non-Altria Stock invested in a Non-Altria Stock Investment Option and
allocated to his Accounts.
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13.04 |
DETERMINATION OF BENEFICIARY PURSUANT TO SECTION 6.05
OF THE PLAN |
(a) Notice of Benefit Determination. If the Administrator determines that the Spouse
of the Participant or Inactive Participant is not the Beneficiary of the Plan, the Administrator will furnish to the Spouse a written explanation of the determination. This explanation will:
(1) set forth the specific reason or reasons for the determination;
(2) refer to the specific provisions of the Plan on which it is based;
(3) explain the time limits within which the Spouse may file an appeal;
(4) include a statement of the right to bring a civil action under
Section 502(a) of ERISA following an adverse determination on review; and
(5) inform the Spouse that failure to file an appeal within the allotted time period
will preclude judicial review of the Administrators determination.
(b) Timing
of Denial Notice. The explanation of the Administrator will normally be sent to the Claimant no more than 180 days after the death of the Participant or Inactive Participant. However, if special circumstances require an extension of time to make
a determination, the Spouse will be notified of the decision of the Administrator no later than 365 days from the date of the Spouses death. The explanation of the Administrator may be sent to the Spouse in writing or by electronic
notification.
(c) Request for Review of Denied Claim. Within 60 days after
receiving the notice of determination by the Administrator, the Spouse may write to the Management Committee to request a full and fair review of the Administrators determination. The request should be accompanied by any documents, records and
other information relating to the claim for benefits that are potentially relevant to the review of the Administrators determination. The Spouse will be provided, upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relating to the Administrators determination.
(d) Notice of Denial on Review. The Management Committee will send the Spouse its
decision. Any decision of the Management Committee which completely or partially upholds the Administrators determination will:
(1) set forth the specific reason or reasons for the determination;
(2) refer to the specific provisions of the Plan on which it is based;
(3) include a statement that the Spouse may receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other information relating to the determination;
(4) include a statement describing any voluntary appeal procedures offered by the
Plan and the right to obtain information about these procedures; and
(5)
include a statement of the Spouses right to bring a civil action under Section 502(a) of ERISA following the decision of the Management Committee.
80
(e) Timing of Notice on Review. A
decision will be made by the Management Committee within sixty (60) days after it receives the written request for review. The review by the Management Committee will take into account all comments, documents, records and other information
submitted by the Spouse without regard to whether such information was submitted or considered in the initial determination of the Administrator. However, if special circumstances require an extension of time for a decision, the Spouse will be
notified in writing of the circumstances that require the extension and the date by which the Management Committee expects to render a decision. The Spouse will be notified of the decision of the Management Committee no later than 120 days from the
date that the Administrator made the original determination under this Section. The decision may be sent to the Spouse in writing or by electronic notification.
13.05 |
DENIAL OF CLAIMS FOR BENEFITS |
(a) Notice of Benefit Denial. If the Administrator denies a request for a distribution
of or a withdrawal from an Account, the Administrator will furnish to the Claimant a written explanation of the complete or partial denial of benefits under the Plan. This explanation will:
(1) set forth the specific reason or reasons for the adverse determination;
(2) refer to the specific provisions of the Plan on which it is based;
(3) describe any additional material or information that may be needed for the claim
to be processed;
(4) explain why such additional material or information is
necessary;
(5) explain the Plans claim review procedure, including the
time limits within which to file an appeal; and
(6) include a statement of the
right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.
(b) Timing of Denial Notice. The explanation of the Administrator will normally be sent to
the Claimant no more than 90 days after the claim for benefits was filed with the Administrator. However, if special circumstances require an extension of time to process the claim, the Claimant will be notified in writing of the circumstances that
require the extension and the date by which the Administrator expects to render a decision. The Claimant will be notified of the decision of the Administrator no later than 180 days from the date the application for benefits was received. The
explanation of the Administrator may be sent to the Claimant in writing or by electronic notification.
(c) Request for Review of Denied Claim. Within 60 days after receiving the notice of complete
or partial denial by the Administrator, the Claimant may write to the Management Committee to request a full and fair review of the complete or partial denial by the Administrator. The request should be accompanied by any documents, records and
other information relating to the claim for benefits that the Claimant has in support of the claim. The Claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information
relating to the claim for benefits.
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(d) Notice of Denial On Review. The Management
Committee will send the Claimant its decision. Any decision of the Management Committee which completely or partially denies benefits will:
(1) set forth the specific reason or reasons for the adverse determination;
(2) refer to the specific provisions of the Plan on which it is based;
(3) include a statement that the Claimant may receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other information relating to the claim for benefits;
(4) include a statement describing any voluntary appeal procedures offered by the
Plan and the right to obtain information about these procedures; and
(5)
include a statement of the Claimants right to bring a civil action under Section 502(a) of ERISA following the decision of the Management Committee.
(e) Timing of Notice on Review. A decision will be made by the Management Committee within
sixty (60) days after it receives the written request for review. The review by the Management Committee will take into account all comments, documents, records and other information submitted by the Claimant without regard to whether such
information was submitted or considered in the initial determination of the Administrator. However, if special circumstances require an extension of time for a decision, the Claimant will be notified in writing of the circumstances that require the
extension and the date by which the Management Committee expects to render a decision. The Claimant will be notified of the decision of the Management Committee no later than 120 days from the date the application for benefits was received. The
decision may be sent to the Claimant in writing or by electronic notification.
13.06 |
QUALIFIED DOMESTIC RELATIONS ORDERS |
(a) Notice Upon Receipt. Upon receipt of any judgment, decree or order (including
approval of a property settlement agreement) pursuant to a State domestic relations law claimed to be a Qualified Domestic Relations Order, the Plan shall promptly notify the Participant or Inactive Participant whose Accounts may be subject thereto
and any Alternate Payee specified therein of the receipt thereof and the Plans procedures for determining whether such judgment, decree or order is a Qualified Domestic Relations Order.
(b) Determination of Qualification. The Plan shall determine, within a reasonable period of
time after receipt thereof, whether such judgment, decree or order is a Qualified Domestic Relations Order and shall notify the affected Participant or Inactive Participant and each Alternate Payee of such determination.
(c) QDRO Procedures. Reasonable procedures shall be established to determine whether a
judgment, decree or order (including approval of a property settlement agreement) pursuant to a State domestic relations law is a Qualified Domestic Relations Order and to administer distribution of benefits pursuant to such Qualified Domestic
Relations Order.
(d) Separate Accounting. Pending final determination as to whether a
judgment, decree or order is a Qualified Domestic Relations Order by the Plan, a court of competent jurisdiction, or otherwise, the Trustee or Third-Party Recordkeeper shall separately account for
82
that portion of the Participants or Inactive Participants Accounts which would have been payable to the Alternate Payee during such period if such order had been determined to be a
Qualified Domestic Relations Order.
(1) If, within the eighteen (18) month
period beginning on the date on which the first payment would be required to be made under the claimed Qualified Domestic Relations Order, the judgment, decree or order is finally determined to be a Qualified Domestic Relations Order, the Trustee
shall be directed to pay the separately accounted for amounts (plus any interest thereon) to the Alternate Payee entitled thereto.
(2) If, within the eighteen (18) month period beginning on the date on which
the first payment would be required to be made under the claimed Qualified Domestic Relations Order, the judgment, decree or order is finally determined not to be a Qualified Domestic Relations Order, or no such determination has been made, the
Trustee shall be directed to pay or credit the separately accounted for amounts (plus any interest thereon) to the Participant, Inactive Participant or Beneficiary entitled thereto as if no judgment, decree or order had been served. Any subsequent
determination that such judgment, decree or order is a Qualified Domestic Relations Order shall apply to benefits paid or payable on or after the date of such determination.
13.07 |
OFFSET FOR INDEBTEDNESS TO PARTICIPATING
COMPANY |
In case any person entitled to a distribution or a withdrawal from
the Plan shall be indebted to a Participating Company, the amount of such indebtedness shall be deducted from the amount of any such distribution or withdrawal, in accordance with regulations promulgated by the Department of the Treasury. The amount
of such deduction shall be paid to the Participating Company.
13.08 |
PAYMENTS TO INFANTS OR INCOMPETENTS
|
If any person entitled to a payment under the Plan is an infant, or if it is determined that any such person
is incompetent by reason of physical or mental disability, the payments becoming due to such person may be made to another for his benefit, without any responsibility of the Administrator, the Trustee or the Third-Party Recordkeeper for the
application of such payments. Payments made pursuant to such power shall operate, to the extent thereof, as a complete discharge of all obligations arising pursuant to the Plan and the Trust Agreement.
(a) Change of Address. Each Participant, Inactive Participant, Beneficiary and
Alternate Payee shall advise the Plan of his current address and shall notify the Third-Party Recordkeeper of any change in address.
(b) Checks Outstanding After Three (3) Months. If any check representing payment
of a benefit under the Plan is not cashed within three (3) months from the date it is issued, the Third-Party Recordkeeper shall attempt to confirm the correct address. The Third-Party Recordkeeper may then void any of the aforementioned checks
and may issue replacement checks with notice that any replacement checks not cashed within three (3) months may also be voided. The Third-Party Recordkeeper may void any checks or replacement checks not cashed and the funds shall be returned to
the Accounts of the Participant, Inactive Participant or Alternate Payee.
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(c) Payee Cannot Be Located. In addition,
if the Third-Party Recordkeeper is unable to locate a Participant, Inactive Participant, Beneficiary or Alternate Payee for whom a distribution is required under the provisions of ARTICLE VI within six (6) months after all or any portion of an
Account is required to be payable (whether by operation of law, pursuant to the provisions of the Plan, or otherwise), the Third-Party Recordkeeper shall make all reasonable efforts to locate such Participant, Inactive Participant, Beneficiary or
Alternate Payee and shall mail a notice by certified mail to the last known address of such person. The funds shall not escheat to any state or revert to any party but shall be treated as forfeited and applied to reduce the Contribution and/or
Company Match Contributions on behalf of such Participants Participating Company for the year in which such Account is forfeited.
(d) Claim For Forfeited Benefit. If a Participant, Inactive Participant, Beneficiary
or Alternate Payee who the Third-Party Recordkeeper has been unable to locate makes a claim for distribution of all or a portion of the balance in his Accounts, the amount so forfeited shall be restored from amounts forfeited and used to reduce the
Contribution and/or Company Match Contributions on behalf of such Participants Participating Company in the same year as the year the amount is to be restored to such Participant, Inactive Participant, Beneficiary or Alternate Payee.
(1) In the event there are insufficient forfeitures in that year from which
to restore a Participants, Inactive Participants, Beneficiarys or Alternate Payees Accounts, the Participants Participating Company shall make such additional contribution as is necessary to make up for any shortfall.
(2) The Administrator may, in his sole discretion, credit the amount so
restored with interest at the rate credited pursuant to Part C of the Fund from the date of forfeiture to the date of restoration, or for such other period as the Administrator shall, in his sole discretion, determine. Such interest may be credited
only if the Administrator determines that the amounts were forfeited due to the fault of the Participating Companies.
13.10 |
ADMINISTRATIVE RESTRICTIONS |
Notwithstanding the preceding provisions of the Plan, the Administrator may prevent a Participant, Inactive Participant, Beneficiary or
Alternate Payee from exercising control over the investment of his Account, or from taking a loan, withdrawal or distribution from the Plan in those instances which the Administrator believes (or has good reason to believe) that the Participant,
Inactive Participant, Beneficiary or Alternate Payee has been (or is expected to be) divested of all or a portion of the Account (for example, if a Federal tax levy has been served on the Administrator or his delegate or if the Administrator, in
accordance with the procedures adopted pursuant to the provisions of this Plan, places a freeze on the Account in anticipation of the service of a judgment, decree or order believed to be a Qualified Domestic Relations Order), or if the
Participant, Inactive Participant, Beneficiary or Alternate Payee has filed a change of address application with the Administrator. The Administrator may place such restrictions on an Account for as long as the Administrator may determine in his
sole and absolute discretion.
13.11 |
FIDUCIARY DISCRETION |
Except in those cases in which the power of determination is expressly reserved to a Participating Company, the appropriate Fiduciary
shall have full power and discretionary
84
authority to determine all matters arising in the administration, interpretation and application of the Plan, including discretionary authority to construe Plan terms and provisions. The
appropriate Plan Fiduciary shall also have discretionary power to determine all questions that arise under the Plan such as the eligibility of any employee of a Participating Company to participate in the Plan, to determine the amount of any benefit
to which any person is entitled to under the Plan, to make factual determinations and to remedy any ambiguities, inconsistencies or omission of any kind. Benefits under the Plan will be paid only if the appropriate Fiduciary decides in his or its
discretion that the applicant is entitled to them.
Except as otherwise required by ERISA, the Plan shall be construed and enforced and its provisions shall be administered according to
the laws of the State of New York.
(a) Upon Reemployment Following Service in the Uniformed Service of the United States.
Notwithstanding any provision of this Plan to the contrary, contributions, benefits and eligibility service credit with respect to reemployment by a Participating Company of a Participant following Service in the Uniformed Service of the United
States will be provided in accordance with Section 414(u) of the Code. Reasonable procedures may be adopted in compliance with Section 414(u) of the Code.
(b) Death During Service in the Uniformed Service of the United States. Effective for
deaths occurring on or after January 1, 2007, an Employee who dies while performing Service in the Uniformed Service of the United States shall be deemed reemployed by his Participating Company on the day prior to death and terminated on his or
her date of death.
(1) Employees who are deemed reemployed under the
provisions of this subsection (b) shall be entitled to such contributions and eligibility service credit under Section 414(u) of the Code as they would receive if they were actually reemployed following a period of Service in the Uniformed
Services of the United States.
(2) The amount of Company Match Contributions
allocated to the Account of an Employee treated as reemployed under this subsection (b) shall be determined on the basis of the Employees average actual Salary Reduction Contributions and After-Tax Contributions, as the case may be, for
the lesser of:
(A) the 12 months of employment with the Employees
Participating Company; or
(B) the Employees actual period of employment
with his Participating Company, if fewer than 12 months,
immediately prior to the Employees Service in the Uniformed Service
of the United States.
13.14 |
PARTICIPATING COMPANY LEAVES CONTROLLED GROUP
|
(a) In General. If any Participating Company (or division,
unit or part thereof) shall cease to be a member of the Controlled Group, such actions shall be taken with respect to
85
employees and former employees (and their spouses and other beneficiaries) of such Participating Company (or division, unit or part thereof) who are Participants, Inactive Participants,
Beneficiaries or Alternate Payees in accordance with the provisions of any agreement which causes such Participating Company (or division, unit or part thereof) to cease to be a member of the Controlled Group.
(b) Power of Administrator. Such actions may include, but are not limited to:
(1) the transfer of the Accounts allocable to Participants (and their
spouses and beneficiaries) of such Participating Company (or division, unit or part thereof) to the trust of another plan qualified under Section 401(a) of the Code;
(2) the segregation of the Accounts of such Participants (and their spouses and
beneficiaries) of such Participating Company (or division, unit or part thereof) in a separate trust forming part of a plan qualified under Section 401(a) of the Code; and
(3) the retention of the Accounts of affected Participants (and their spouses and
beneficiaries) in the Fund pending distribution pursuant to the provisions of ARTICLE VI of the Plan upon their separation from service;
provided,
however, that in no event shall such action violate Section 414(l) of the Code.
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ARTICLE XIV
FORMS; COMMUNICATIONS; RULES AND PROCEDURES
14.01 |
ADMINISTRATIVE FORMS; USE OF ELECTRONIC
MEDIA |
(a) Administrative Forms.
Appropriate forms shall be provided as is deemed expedient in the administration of the Plan and no instrument for which a form is so provided shall be valid unless upon such form.
(b) Use of Electronic Media. Any Plan communication (including by way of example and not of
limitation, an application for a Loan, confirmation of the loan application and acceptance by the Participant of the terms and conditions of any Loan that has been approved) may be made by electronic medium to the extent allowed by applicable law,
and in accordance with the Code, ERISA, and any accompanying regulations, notice, or other guidance issued by the Internal Revenue Service or Department of Labor. Reasonable procedures may be adopted to enable a Participant, Inactive Participant,
Beneficiary or Alternate Payee to make any election using electronic medium (including an interactive telephone system and a website on the Internet), to the extent permitted by applicable law.
14.02 |
ADMINISTRATIVE COMMUNICATIONS |
All communications concerning the Plan shall be in writing addressed to the Administrator or Third-Party Recordkeeper at such address or
addresses as may from time to time be designated. No communication shall be effective for any purpose unless received by the Administrator or the Third-Party Recordkeeper.
14.03 |
RULES AND PROCEDURES |
Rules in connection with the administration of the Plan and procedures to be followed by Participants, Inactive Participants (and
Beneficiaries and Alternate Payees) may be adopted from time to time by the Administrator or one or more of his delegates or assignees. Such rules and procedures may include, but are not limited to rules in connection with the making of
contributions pursuant to ARTICLE IV of the Plan, the designation of a Beneficiary pursuant to Section 6.05 of the Plan; and the determination of whether a domestic relations order is a Qualified Domestic Relations Order pursuant to
Section 13.06 of the Plan.
87
ARTICLE XV
MERGER, ETC.
15.01 |
MERGER OR CONSOLIDATION |
In the case of any merger or consolidation of the Fund with, or transfer of the assets or liabilities of the Fund to, any trust holding
assets of any other employee benefit plan, each Participant in the Plan must (if the Plan is then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation or transfer if the Plan had terminated.
88
ARTICLE XVI
LIMITATION ON ALLOCATIONS
The amount of Annual Additions (as defined in Section 16.03 of the Plan) for Plan Years beginning on and after January 1, 1983
allocated to a Participants accounts under the Plan and all other defined contribution plans qualified under Section 401(a) of the Code maintained by the Controlled Group shall be subject to the limitations of Section 16.02 of the
Plan. If the allocation of Annual Additions to a Participants accounts for any Plan Year beginning on and after January 1, 1983 should exceed these limitations, such Annual Additions shall be reduced so that these limitations are not
exceeded.
16.02 |
LIMIT ON ALLOCATIONS FOR DEFINED CONTRIBUTION
PLAN |
Effective on and after January 1,
2002, and except to the extent permitted by Section 4.02 of the Plan and Section 414(v) of the Code, the maximum allocation of Annual Additions to Accounts of any Participant under the Plan and all other defined contribution plans
qualified under Section 401(a) of the Code maintained by one or more members of the Controlled Group for any Plan Year on and after January 1, 2002, shall be the lesser of:
(a) forty-thousand dollars ($40,000) (as adjusted for increases in the cost-of-living under
Section 415(d) of the Code and applicable to the Plan Year coinciding with such calendar year to reflect cost-of-living adjustments in accordance with regulations prescribed by the Secretary of the Treasury); and
(b) one hundred percent (100%) of such Participants Compensation.
Annual Additions means:
(a) the Contribution, Company Match Contributions, Supplemental Company Contributions, and Qualified
Nonelective Contributions, made by the Participating Companies in accordance with ARTICLE III of the Plan;
(b) employee stock ownership credit contributions under any employee stock ownership plan;
(c) Salary Reduction Contributions;
(d) After-Tax Contributions; and
(e) any forfeitures allocated to the Participant under any other defined contribution plan
maintained by the Controlled Group.
For Plan Years beginning on or after January 1, 2008, Compensation for purposes of this ARTICLE XVI shall also include Compensation
paid by the later of (i) 2 1⁄2 months after an Employees severance from employment with the Controlled Group, or (ii) the end of the Plan
89
Year that includes the date of the Employees severance from employment with the Controlled Group if:
(a) the payment is compensation for services during the Employees regular working hours,
compensation for services outside the Employees regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments and, absent a severance from employment, the payments would have been paid to the
Employee while the Employee continued in employment with the Controlled Group; and
(b) the
payment is for 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.
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EXHIBIT A
PARTICIPATING COMPANIES
Philip Morris USA
Inc. and its subsidiaries
Employees of Altria International Sales Inc. (formerly known as the Philip Morris de Puerto Rico division of Philip
Morris USA Inc.) are not eligible to participate
U.S. Smokeless Tobacco Company LLC
SMWE
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