WESTON SOLUTIONS, INC.
RETIREMENT SAVINGS AND
EMPLOYEE STOCK OWNERSHIP PLAN
SUMMARY PLAN DESCRIPTION
(January 1, 2021)
INTRODUCTION
Weston Solutions, Inc. (the "Company") established the Weston Solutions, Inc. Retirement
Savings and Employee Stock Ownership Plan (the "Plan") to provide eligible employees with an
opportunity to save for retirement and to acquire an ownership interest in the Company. This
Summary Plan Description generally describes the Plan as effective January 1, 2021, although
earlier effective dates of certain Plan features are noted for your information.
The Plan is a continuation of the Roy F. Weston, Inc. Retirement Savings Plan. The Plan
includes special provisions that apply to accounts derived from contributions the Company made
for pay dates prior to June 2, 2001. The Plan retains the basic features that governed those
accounts prior to June 2, 2001. The Plan also includes provisions that apply to accounts derived
from the Roy F. Weston, Inc. Employee Stock Ownership Plan that was merged with and into the
Plan effective January 1, 1994.
The Company is the Plan Administrator. The Plan Administrator acts through a Committee
composed of Company managers (the "Committee") acting solely in their capacity as employees
and representatives of the Plan Administrator who are appointed by the Company's Board of
Directors and has the responsibility to manage the Plan on behalf of the Plan Administrator. The
Committee generally acts through the Company's Human Resources Department but acting solely
in their capacity as employees of the Company.
All of the Plan's assets are held in separate trust funds. The trustees are independent
professional fiduciaries that the Company appoints.
All Company contributions made for participation on or after June 9, 2001 through
December 31, 2011 were made in common stock of the Company's parent, Weston Solutions
Holdings, Inc.. In years after 2011, the Company's contribution (if any) may be made in
“Company Stock” (which for years prior to 2020 might have included stock of the Company’s
parent, Weston Solutions Holdings, Inc., and for years after 2019 may include the common stock
of Weston Solutions, Inc.), cash or a combination of both (as determined by the Company its sole
and absolute discretion). The accounts invested in Company Stock are sometimes called "stock
accounts" or "Company Stock Accounts" for convenience.
Highlights of the Plan and answers to many questions employees are likely to ask are
provided in this Summary Plan Description. Although every effort has been made to describe the
essential provisions of the Plan as accurately as possible in this booklet, the requirements for
participation and the benefits payable will be determined strictly in accordance with the Plan
document, its trust agreements, and any regulations, which are available from the Human
Resources Department. We urge you to read this summary carefully. This summary is the
“Summary Plan Description” for the Plan and is meant to summarize the Plan in easy-to-
understand language. However, in the event of any ambiguity or any inconsistency between this
Summary Plan Description and any formal Plan documents, the Plan documents will control. If
anything in this Summary Plan Description is not clear to you, or if you have any questions about
Plan benefits or Plan claims procedures, please contact the Plan Administrator.
WESTON SOLUTIONS, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
SUMMARY PLAN DESCRIPTION
Question Page
Number Question Number
PLAN PARTICIPATION
1. Am I eligible for the Plan? ............................................................................................... 1
2. Are employees of the Company's subsidiaries and affiliates eligible to participate? ...... 1
3. When am I eligible to participate in the Plan? ................................................................. 1
4. What if a temporary employee terminates employment and is later rehired? ................. 2
5. Is employment with businesses the Company purchased credited? ............................... 2
PARTICIPANT CONTRIBUTIONS
6. How do I contribute to the Plan? ..................................................................................... 3
7. What is my "compensation"? ........................................................................................... 5
8. May I contribute to the Plan on an "after tax basis"?....................................................... 6
9. May I make rollover contributions to the Plan? .............................................................. 6
COMPANY CONTRIBUTIONS
10. How much will the Company contribute? ...................................................................... 6
11. Which shares are being contributed? .............................................................................. 7
12. Who is eligible to share in the Company's contribution? ............................................... 8
13. How much will be allocated to each eligible employee? ................................................ 8
14. How is my share of the Company's contribution accounted for? ................................... 8
15. Are there any limitations on the amounts that I or the Company may contribute to my
accounts under the Plan?........................................................................................................ 8
FUND ADMINISTRATION
16. Who holds contributions to the Plan? ............................................................................. 9
17. What investment options are available through Vanguard? ........................................... 9
18. May I direct investment of my account? ....................................................................... 10
19. What happens to earnings or losses? ............................................................................ 12
20. What investment expenses are charged to my account? ............................................... 12
21. What investment rules apply to my Company Stock Accounts? .................................. 12
22. Who votes the shares of Company Stock allocated to me? .......................................... 15
NORMAL AND DISABILITY RETIREMENT
23. When may I retire under the Plan? ............................................................................... 15
24. What if I am disabled? .................................................................................................... 15
25. If I retire at or after my normal retirement date (age 65) or due to "disability", when
will my account balance be distributed? .............................................................................. 16
DEATH BENEFITS
26. What happens if I die? .................................................................................................. 17
27. Who will receive the distribution? ............................................................................... 17
TERMINATION OF EMPLOYMENT AND VESTING
28. What happens if my employment terminates before my normal retirement date or
death? ................................................................................................................................... 18
29. What years are credited as years of service for vesting? .............................................. 19
30. What happens to non-vested account balances? ........................................................... 19
31. What is my benefit amount? ......................................................................................... 19
32. When will my vested benefit be distributed? ................................................................ 19
33. When will my vested Company Stock Accounts be distributed? ................................ 20
LOANS AND IN-SERVICE DISTRIBUTIONS
34. May I borrow from my accounts? ................................................................................... 20
35. May I make a withdrawal from my accounts while I am still employed by
Company? ............................................................................................................................ 21
36. How do I qualify for a "hardship" distribution? ........................................................... 22
37. Are in-service distributions taxable? ........................................................................... 23
LEGAL AND TAX CONSIDERATIONS
38. May the Plan be amended or terminated? ....................................................................... 23
39. Are my benefits under the Plan insured? ...................................................................... 24
40. May I lose my benefits for any reason? ........................................................................ 24
41. Are there any legal limitations on my benefits? ........................................................... 25
42. How am I taxed on my share of contributions and Plan earnings? ............................... 25
43. How will I be taxed on distributions? .......................................................................... 25
PLAN ADMINISTRATOR
44. Who administers the Plan? .............................................................................................. 25
45. What happens if I disagree with a decision of the Committee concerning my Plan
benefits or eligibility? .......................................................................................................... 26
46. What are my rights under ERISA? ............................................................................... 29
Basic Information ................................................................................................................. 31
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PLAN PARTICIPATION
1. Am I eligible for the Plan?
All common law employees of the Company are eligible to participate in the Plan, except
as explained below (and in Question 3).
The groups listed below are not eligible:
Employees whose terms and conditions of employment are covered by a collective
bargaining agreement are not eligible to participate unless that collective bargaining
agreement provides that they are eligible to participate.
Employees who work outside of the United States and have no U.S. source income are not
ordinarily eligible to participate.
Persons that the Company does not classify as its employees for purposes of withholding
federal income tax and paying federal social security tax are not eligible to participate.
Independent contractors and leased employees are not eligible to participate.
2. Are employees of the Company's subsidiaries and affiliates eligible to participate?
No. Only eligible employees who are employed directly by Weston Solutions, Inc. are
eligible to participate.
3. When am I eligible to participate in the Plan?
All eligible employees, other than temporary employees, are eligible to participate in the
Plan on the date that they begin active employment in an eligible status. You may make
elective contributions to the Plan as soon as administratively feasible after you are eligible
to contribute (see Question 6). For purposes of Company contributions, all of your
compensation from the date you begin work is credited (see Question 7).
An employee who is hired as a temporary employee (and not otherwise excluded) is not
eligible to participate until the first pay date that occurs on or after the "quarterly entry
date" (January 1, April 1, July 1, October 1) following the date that the employee
completes "one year of service". Only compensation paid after satisfying this requirement
may be contributed to the Plan or credited for purposes of Company contributions.
A temporary employee completes "one year of service" if he or she is paid for 1,000 hours
during the twelve-month period beginning with the day the employee begins work. If the
employee does not have 1,000 paid hours in that twelve-month period, the employee can
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become eligible on the January 1st after any calendar year in which he or she has 1,000
paid hours.
Notwithstanding the above, a temporary employee who completes at least 500 hours of
service during three consecutive 12-month periods (as determined under rules issued by the
Internal Revenue Service) will be eligible to make contributions under the Plan (but will
not be eligible to receive any Company contributions under the Plan). If this applies to
you, the Plan Administrator will inform you of your eligibility. This paragraph does not
apply to a temporary employee who completes “one year of service” as noted in the prior
paragraph. If a temporary employee completes “one year of service” as noted above, he or
she will be eligible to participate in accordance with the prior paragraph.
4. What if a temporary employee terminates employment and is later rehired?
If you are rehired as a temporary employee and were a prior participant in the Plan, you
will requalify for participation on the date on which you again begin work in an eligible
job capacity. Otherwise, you will be treated as a new employee.
5. Is employment with businesses the Company purchased credited?
Ordinarily, service with an employer that the Company purchased is not credited for any
purpose under the Plan. You are treated as hired by the Company on the date you begin
work for the Company. However, if the purchased business had a plan which was merged
into this Plan, pre-acquisition service is credited for purposes of eligibility and earning
vested benefits (see Question 28).
For those employees working at the Stoller-Navarro Joint Venture who began employment
with the Company on or about October 1, 2003 and who were employed by any of
GeoTrans, Inc., Science Applications International Corp. (SAIC) or Shaw Group on or
about September 30, 2003, employment with any of those businesses will be treated as
employment with the Company for purposes of vesting (see Question 28).
For those employees who became Company employees prior to April 1, 2000, employment
with the US Navy SPORTS detachment or ATS Corporation is credited for purposes of
vesting and benefits (see Questions 13 and 28).
For those employees of MEC Analytical Systems, Inc. ("MEC") on March 26, 2004, who
became employees of the Company immediately after the Company purchased MEC,
employment with MEC is credited for purposes of vesting and benefits (see Questions 13
and 28).
For those employees who were employed by Accelerated Waste Solutions, LLC ("AWS")
on or after August 1, 2001 and who thereafter became or become Company employees,
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employment with AWS is credited for purposes of vesting and benefits (see Questions 13
and 28).
For those employees who were employed by Resource Technology Inc. ("RTI") who began
employment with the Company on or about August 10, 2009, employment with RTI is
credited for purposes of vesting and benefits (see Questions 13 and 28).
PARTICIPANT CONTRIBUTIONS
6. How do I contribute to the Plan?
You will have the option of contributing to your savings account by entering into a salary
reduction agreement which authorizes the Company to reduce your compensation (see
Question 7) by a percentage you specify and make a contribution of that amount to the
Plan on your behalf. You may elect to increase, decrease, discontinue or resume
contributions at any time. These elections are made directly with Vanguard which can be
reached at www.vanguard.com or 1-800-523-1188. Your election will be effective as soon
as administratively feasible after receipt by Vanguard.
Automatic Enrollment: All eligible employees receive enrollment information when they
begin employment. The Plan has an "automatic enrollment feature." If you first became or
become eligible on or after January 1, 2012 or are rehired on or after January 1, 2012, we
will withhold 3.0% of your compensation (see Question 7) on a before tax basis and
contribute it to the Plan for you if you do not make an affirmative election either (i) to
contribute a different percentage or (ii) not to contribute. If you are automatically enrolled
and do not make an investment election, your contributions will be invested in the Plan's
"default investment fund", which is currently the Vanguard Target Retirement Fund which
reflects the date closest to your 65
th
birthday.
The automatic enrollment will be effective on a date that is at least 30 days after you
received notice of the automatic enrollment. You will have a reasonable time to elect
whether to participate through automatic enrollment or make an affirmative election to
contribute a different percentage or not to contribute. These elections must be made
through Vanguard at www.vanguard.com or 1-800-523-1188. If you are enrolled
automatically and don't want to participate, you may elect within 90 days after the first
contribution would been paid to you but for the automatic enrollment to have your
contributions, adjusted for investment gain or loss, refunded to you.
To make an affirmative election to contribute an amount different than the automatic
enrollment percentage of your compensation, to decline participation, to contribute on a
Roth 401(k) basis (as explained below) or direct investment of your contributions, you
must call Vanguard at 1-800-523-1188 or log onto Vanguard's internet site at
www.vanguard.com.
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A description of the Plan's investment options is available on the Vanguard website or
through the Human Resources Department.
Tax Election: You may elect to have your contributions made (i) on a before tax basis so
that they will not be included in your taxable income for federal income tax purposes, (ii)
on an after tax basis (generally known as a "Roth 401(k)") so that they will be included in
your income for federal income tax purposes or (iii) as a combination of before tax
contributions and after tax Roth 401(k) contributions.
If you enroll via automatic enrollment and do not make an election, your elective
contributions will be treated as having been made on a before tax basis.
Note: Under current federal tax law, Roth 401(k) contributions and earnings on them are
not subject to federal income tax when distributed provided certain requirements are
satisfied. Before tax contributions and earnings on them are subject to federal income tax
when distributed.
A number of factors go into the decision whether to make elective contributions on a before
tax basis or after tax Roth 401(k) basis. These include your age, the length of time you
expect the contributions to remain invested in a plan or individual retirement account,
your current federal income tax rate compared to the rate that will be in effect when you
take distributions, and the like. For more information, please contact Vanguard at
www.vanguard.com. In addition, you should review this matter with your tax and/or
financial adviser. Neither the Company nor the Committee can or will provide you with
legal, tax or financial advice.
You may generally change the amount of your contribution and/or the characterization of
your contribution as before tax or after tax as frequently as you like provided the change is
made before the contribution is withheld from your pay (and so long as Vanguard has
sufficient time to process the change). Once amounts are contributed to the Plan, you
cannot change them from before tax contributions to after tax Roth 401(k) contributions or
vice versa.
You may elect to save in 0.1% increments of your compensation (see Question 7) for the
calendar year; however, this amount may not exceed the calendar year maximum dollar
amount permitted under the law.
In addition, the Plan Administrator has the authority to set a lower limit to facilitate plan
administration and compliance with applicable non-discrimination requirements. In 2021,
the Administrator has set a percentage limit for "highly compensated employees" at 20% of
compensation (the “HCE Limit”). Whether or not you are a "highly compensated
employee" is determined under Internal Revenue Code regulations. Generally, employees
earning over $130,000 for 2020 are "highly compensated employees" for 2021. The
Internal Revenue Code provides for increases in the dollar amount periodically to reflect
cost of living increases.
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Automatic Contribution Increases: If you were enrolled automatically (that is, did not make
an affirmative election to contribute or not to contribute), your contribution rate will
increase automatically by 1% of compensation as of each following January 1
st
unless you
elect to retain your current rate or elect a different amount of increase or decrease in
contribution. However, if you first became eligible on or after October 1
st
of a year, no
increase will occur as of the first January 1
st
after you begin participation (unless you
otherwise elect). You may also elect automatic contribution increases on a voluntary basis
by contacting Vanguard at www.vanguard.com or 1-800-523-1188.
IRS Contribution Limitations: The calendar year maximum dollar amount of elective
contributions is $19,500 for 2021. In addition, participants who reach age 50 on or before
December 31, 2021, may contribute an additional $6,500 over any Plan limit for 2021.
This amount is referred to as a "catch-up contribution". Under current law, both
contribution limits will increase periodically to reflect cost of living increases. The elective
contribution limits apply to the sum of your combined pretax contributions and Roth
401(k) contributions. That is, you cannot increase your limit by making both types of
contributions.
Year General Limit Age 50 + Catch-Up Limit Total (Age 50+)
2021 $19,500 $6,500 $26,000
Highly compensated employees who are contributing at the HCE Limit who are eligible to
make a catch-up contribution may contribute an additional amount up to the catch-up limit.
The amount of your compensation that the Plan may consider each year is limited by law.
The limit is $290,000 for 2021. This limit also is adjusted from time to time to reflect cost
of living increases.
You enroll or make changes in your contribution rate by contacting Vanguard at
www.vanguard.com or 1-800-523-1188.
7. What is my "compensation"?
For Plan purposes, "compensation" generally means the total cash amount the Company
pays to you while you are an active eligible employee for services which you rendered.
Compensation includes amounts withheld from your pay in connection with contributions
on your behalf to this Plan or any other Company benefit plan.
Please note that "compensation" does not include income from stock options, restricted
stock or equity-based compensation, deferred compensation, severance or termination pay
(except for accrued vacation pay), the value of welfare benefits and similar items. Further,
"compensation" does not include reimbursements or allowances of any kind, such as (but
not limited to) tuition reimbursement, car allowance, per diem, cost of living allowance,
6
moving expenses, bonus amounts paid in connection with the acceptance of employment
or relocation, hardship allowance, danger pay, housing, or any other item.
8. May I contribute to the Plan on an "after tax basis"?
Yes. You may contribute on a before tax basis or an after tax basis (Roth 401(k)). All
elective contributions, including Roth 401(k) contributions, must be made by payroll
withholding and will be contributed to your savings account.
Prior to 1987, the Plan did permit certain non-Roth "after tax" contributions. If you made
such contributions, they are held in your voluntary contribution account.
9. May I make rollover contributions to the Plan?
If you are an eligible employee, you may transfer to this Plan certain amounts from a
previous employer's qualified retirement plan, an individual retirement account or certain
other tax qualified retirement arrangements. For temporary employees, you may do that
even before you become eligible to participate in this Plan. If you are interested in making
this type of transfer, please contact Vanguard at www.vanguard.com or 1-800-523-1188.
Rollover contributions will become part of your rollover account.
COMPANY CONTRIBUTIONS
10. How much will the Company contribute?
Generally, the amount (if any) that the Company contributes each year is discretionary.
The Company has the right to determine if a contribution will be made and the amount of
the contribution. The Company's contribution may be made in cash and/or in shares of
Company Stock (or in a combination of cash and Company Stock) as the Company
determines in its sole and absolute discretion.
While it is not required to do so and the Company expressly reserves the right to change
the below in its sole discretion, it is currently the Company's intention to contribute cash
and/or Company Stock in an amount sufficient to provide the following benefits for eligible
employees:
1. Company Contributions. If the Company elects to make a Matching Contribution,
you will receive an amount equal to a uniform percentage of your elective contributions up
to a specified percentage of compensation and not in excess 6% of compensation—which
would result in a maximum matching contribution amount of 6% of eligible compensation
for an eligible employee if the Company decides (in its discretion) to make the maximum
7
contribution. (Prior to January 1, 2020, the matching contribution (if any) was an amount
equal to 50% of the participant's elective contributions that do not exceed 6% of
compensation—which would result in a maximum amount of 3% of eligible compensation
for an eligible employee.)
If the Company elects to make a discretionary (non-matching), Retirement
Contribution for the Plan Year, you may receive an allocation of the retirement contribution
for that Plan Year. Any Retirement Contribution for the Plan Year will be allocated to each
eligible participant's Plan account in the ratio that the participant's compensation for the Plan
Year bears to the sum of all eligible participants' compensation for the Plan Year. At this
time, the Company does not expect to make a Retirement Contribution. (Prior to January 1,
2020, eligible participants received a Retirement Contribution which was an amount equal
to 2% of the participant’s eligible compensation plus an additional 2% of the participant’s
eligible compensation over the social security taxable wage base, which was $132,900 for
2019. For participants who were at least age 55 and who had completed 10 years of service,
the targeted amount was 4% of eligible compensation plus 4% of eligible compensation over
the social security taxable wage base.)
2. Spousal Conflict of Interest. To the extent that the Company’s contributions for any
year are made in the form of Company Stock, the Company will make a separate
contribution in cash for any employee with a Spousal Conflict of Interest, except for
certain highly compensated employees of the Company (see Question 12). The amount of
the contribution generally will be equal to the sum of the fair market value of the Company
Stock as of the last day of the plan year and cash that would have been allocated to such
employee but for the Spousal Conflict of Interest. For these purposes, an employee will be
considered to have a Spousal Conflict of Interest if he or she asserts and the Plan
Administrator, in its discretion, determines that all of the following are true: (i) that
Company Stock allocated to the employee under the Plan would result in a conflict of
interest arising out of the actual or impending employment of the employee’s spouse that
would result in economic harm or loss to the employee or the employee’s spouse, such as
an impediment to either continuation by the employee’s spouse of current employment or
an offer of new employment to the employee’s spouse; (ii) that the repurchase of such
Company Stock, either alone or in conjunction with other action taken by or on behalf of
such employee, would resolve all such conflicts of interest involving the employee’s
spouse; and (iii) no other action is reasonably available to the employee or the employee’s
spouse to mitigate the conflict of interest. These rules are effective for Spousal Conflicts
of Interest arising on or after December 16, 2013. Forms for requesting a Spousal Conflict
of Interest determination by the Plan Administrator are available from the Human
Resources Department.
11. Which shares are being contributed?
The Company's stock is owned 100% by Weston Solutions, Inc. ("Weston Solutions"). The
shares that will be contributed to the Plan (if any) are shares of Weston Solutions common
8
stock. The Plan becomes an "owner" of the Company through ownership of Weston
Solutions common stock. A portion of the Plan's shares may be allocated to your account
and are held for your benefit (see Questions 12-14).
12. Who is eligible to share in the Company's contribution?
Generally, each eligible employee (see Questions 1-3) is eligible to share in the allocation
of the Company's contribution (if any). However, "temporary employees" who became
eligible to participate and were employed in a temporary status for the entire year will
share only if they are credited with 1,000 hours of service during the year. (Remember
that “temporary employees” who are eligible to contribute solely due to working 500 hours
(or more) in three consecutive 12-month periods are not eligible for Company
contributions.) In addition, certain highly compensated employees who have been advised
that they are subject to the Plan's Spousal Conflict of Interest rules as explained in
Question 10 are not eligible to share in the Company's contributions.
13. How much will be allocated to each eligible employee?
The Company does not intend to make a discretionary (non-matching) Retirement
Contribution at this time. If the Company decides to make a discretionary Retirement
Contribution it will be in an amount equal to the amount that would be contributed as
explained at Question 10.
The allocation for the employee's Matching Account (if any) is described in Question 10.
14. How is my share of the Company's contribution accounted for?
Each year's contribution is deposited in the Matching Account based on the portion that is
attributable to matching contributions on your elective contributions. If the Company's
contribution is part in Company Stock and part in cash rather than entirely in one or the
other, your Matching Account would receive the same proportion of Company Stock and
cash as the accounts of all other participants who have amounts allocated to them.
You will receive a contribution statement each year that will show the cash and number of
shares allocated to you as well as the dollar value per share as determined by the Plan's
independent appraiser.
15. Are there any limitations on the amounts that I or the Company may contribute to my
accounts under the Plan?
Yes. Your contributions and Company contributions under the Plan must satisfy certain
nondiscrimination tests. Accordingly, if you are a "highly compensated employee", the
amount of the contribution you are permitted to make or the amount of matching
contribution allocated to your account may be limited in order for the Plan to satisfy these
9
nondiscrimination tests. In addition, it may be that some portion of your contribution or
vested matching contribution may be refunded to you to allow the Plan to satisfy these
tests.
Whether or not you are a "highly compensated employee" is determined under Internal
Revenue Code regulations. Generally, employees earning over $130,000 for 2020 are
"highly compensated" for 2021. Under current law, the amount is adjusted periodically to
reflect cost of living increases.
In addition, the Internal Revenue Code imposes certain limitations on the amount which
may be added to your accounts (other than amounts credited as a result of investment
growth or rollover contributions) in any calendar year. The amount which may be added
may not exceed a maximum dollar limit. The dollar limit is $58,000 for 2021. Elective
"catch-up contributions", which are limited to $6,500 for 2021, do not count against the
$58,000 limit. Under current law, the $58,000 limit is increased periodically to reflect cost
of living increases. If the amount that would be allocated to your account exceeds the
maximum permitted amount, we are required to reduce the amount to the extent necessary
to satisfy the requirement. Depending on the circumstances, the reduction may be made by
refunding to you a portion of your elective contributions and, if that is not sufficient,
reducing the amount of the Company's contributions allocated to you. You will be advised
if an adjustment must be made and the method for making it.
FUND ADMINISTRATION
16. Who holds contributions to the Plan?
The Plan has two trustees that hold the Plan's assets in separate trust funds. Vanguard
Fiduciary Trust Company ("Vanguard") holds all of the Plan's assets other than Company
Stock. GreatBanc Trust Company holds all of the Company Stock.
17. What investment options are available through Vanguard?
The Company has arranged with Vanguard to make a variety of investment categories
available for investment of your account. The investment categories include mutual funds,
stable value funds, commingled trust funds and through the Vanguard Brokerage Option
individual stocks, bonds and other securities. The Company may from time to time add to
or delete the investment categories in which the Fund assets may be invested. The list of
investment options is available from Vanguard at www.vanguard.com or 1800-523-1188,
the Company's Human Resources Department at 1-610-701-3095, or the Company's portal.
Before making your selections or when considering changes to your existing elections, you
should read the information distributed to you about investing and about the particular
10
funds and such additional information as may be helpful to you. (See Question 21 below
for separate rules which apply to your Company Stock accounts.)
You may request the additional information listed below about any of the investment funds
by contacting Vanguard at www.vanguard.com or 1-800-523-1188 or the Human
Resources Department at 1-610-701-3095.
A description of the annual operating expenses for each investment fund which reduce
its rate of return and the aggregate amount of such expenses expressed as a percentage
of the fund's average net assets.
A copy of the prospectuses, financial statements and reports and other materials which
Vanguard provides to the Company.
The value of your account invested in a particular fund.
Past and current investment performance of an investment fund, determined net of
expenses, which the Plan offers or in which your account is invested.
A description of the fees, if any, that apply to early redemption or sale of your
investment in a particular fund.
18. May I direct investment of my account?
You designate the investment category or categories in which you want to invest your
account, other than your Company Stock Account. You make your initial investment
elections (and beneficiary designations) by completing an enrollment form which will be
provided to you.
You may also elect that amounts previously contributed be removed from one investment
category and be deposited in another investment category, referred to as exchanges. You
make these changes by contacting Vanguard at www.vanguard.com or at 1-800-523-1188.
You should review investment fund prospectuses before you make or change an election,
since some vehicles have early redemption and transactions fees or charges as well as
investment fees. These fees, charges and expenses are subject to change from time to time.
Please note that Vanguard reserves the right to deduct a purchase or redemption fee from
purchases or redemptions.
As noted, the Plan allows you to exercise control over amounts in your individual accounts
by giving you the opportunity to select among a number of separate diversified investment
funds and individual securities and to change your investment selection on any day by
telephone at 1-800-523-1188 or by contacting Vanguard at www.vanguard.com. You
should note, however, to prevent practices that it deems abusive to other investors
11
Vanguard reserves the right to limit the frequency of trades into or out of a particular fund
and to impose redemption or liquidation fees if you do not hold your investment for a
specified period.
IMPORTANT NOTE: Section 404(c) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") relieves fiduciaries (such as the Company, etc.) of a plan
which gives participants certain rights over the investment of their retirement plan accounts
from liability for losses which are the direct and necessary result of following a
participant's investment instructions. Since the Plan gives you substantial control over the
investment of certain accounts, the Plan is intended to be a plan described in section 404(c)
of ERISA. Accordingly, you are responsible for the investment decisions you make. The
Plan's fiduciaries are not responsible for investment losses you may suffer as a result of
following your investment instructions.
The Plan Administrator may limit your right to (a) increase or decrease contributions to a
particular investment category, (b) transfer amounts to or from a particular investment
category or (c) transfer amounts between particular investment categories, if such
limitation is required under the rules establishing or maintaining an investment category.
The Plan Administrator will designate in writing to each participant (and each former participant or
applicable death benefit beneficiary with a vested Plan account) the investment alternatives
available under the Plan. There will be at least three investment alternatives having materially
different risk and return characteristics. You will be permitted to elect to have your Plan account,
or a portion thereof, invested in one or more of these investment alternatives. Your elections, and
changes in your elections, will be permitted to be made at any time as permitted by the Plan
Administrator and/or Vanguard (as applicable). Elections, and changes in elections, shall be given
effect as soon as administratively feasible. If you request in writing to obtain written confirmation
of your investment instructions, you will receive such written confirmation.
The Plan Administrator (or its designee) will send to participants, former participants and applicable
death benefit beneficiaries from time to time information relating to the investment alternatives
available under the Plan, including short summaries of each designated investment option, with a
general description of investment objectives and risk and return characteristics of each option. You
also will receive information relating to the type and diversification of assets comprising the
portfolios of each designated option. In addition, you will receive descriptions of transaction fees
and expenses, if any, that affect your account balance in connection with the purchase and sale of
investment alternatives available under the Plan.
Also, the following information, based on the latest information available to the Plan, will be
available to you upon written request to the Plan Administrator:
-A description of the annual operating expenses of each designated investment alternative which
reduce the rate of return to participants and the aggregate amount of such expenses expressed as a
percentage of average net assets of the alternative.
12
-Copies of any prospectuses, financial statements, reports and other materials relating to the Plan's
investment alternatives to the extent such information and materials are made available to the Plan
Administrator or Trustees.
-The name of the issuer of any fixed rate option, its term and its rate of return.
-Information concerning the value of shares or units in designated investment alternatives, as well
as the past and current performance of such alternatives, determined, net of expenses, on a
reasonable and consistent basis and information concerning the value of shares or units in
designated investment alternatives held in the participant's account.
-A list of assets comprising the portfolio of each designated investment option which constitutes
Plan assets.
If you have any questions concerning the Plan's investment options, contact the Plan
Administrator
19. What happens to earnings or losses?
Your account is credited with investment gains, losses, income and expenses for each
investment category in which it is invested. A separate account is established for you in
each investment category to record your new contributions and earnings. Your account
(other than Company Stock) is valued daily. Your Company Stock Account is generally
valued quarterly.
20. What investment expenses are charged to my account?
You should consult your fund prospectus or contact Vanguard to obtain current
information about the costs associated with the purchase or sale or redemption of any
investment as well as investment management fees.
Costs of investment reduce the yield of the funds.
21. What investment rules apply to my Company Stock Account?
Your Company Stock Account is invested in Weston Solutions common stock.
All Company Stock is privately owned. Because there is no market to determine the value
of Company Stock, GreatBanc Trust Company as the trustee of the Company Stock fund,
engages an independent appraiser to value shares of Company Stock. The valuations are
generally done on the last business day of each calendar quarter but the Company has the
option to eliminate or change valuation date in its discretion.
13
To maintain the private status of the Company, the Plan will not make distributions of
Company Stock. After you reach your normal retirement date (age 65) and become eligible
to receive your Company Stock Account, the Company will arrange for the repurchase of
your shares at the appropriate valuation price. (see Question 25). The cash amount will be
paid into the Plan and then be distributed to you (if you elect a cash distribution) or be
included in any rollover contribution (if you elect a rollover to an individual retirement
account) or be reinvested in the Plan's investment funds according to your direction if you
elect to postpone distribution.
Each year the Company’s Board of Directors considers whether or not funds will be made
available to allow participants who have reached age 55 or more to elect that a portion of
their Company Stock Account be sold back to the Company at a valuation date price and
that the proceeds be invested in one of the investment options available for other accounts
according to the participant's direction. This feature of the Plan is referred to as the
"diversification election". It operates as follows:
The Board of Directors must approve that funds will be made available for
diversification. The Board's approval is based on a number of factors, including the
Company’s financial performance, lenders' approval and available cash flow.
To be eligible to make a diversification election (if any), as of the preceding December
31st you must be both age 55 and 100% "vested" in your Account (see Question 28).
You are eligible to make an election each time that the Company offers a
diversification election after you satisfy the two eligibility requirements.
If you are eligible and the diversification election has been approved, you will receive a
notification no later than 30 days prior to the diversification election due date.
The notification will include the election rules and procedures. In addition, it will
include the valuation date that will be used for Company Stock repurchase and the due
date set by the Human Resources Department for returning your election form.
Because your election form is due before the stock price is received from the appraisal
firm, you may set a minimum price, known as a "stop limit", that you will accept. If the
valuation date price is below your stop limit, your election will be void and your shares
will not be sold.
If you are 100% vested and are age 55 as of the preceding December 31st, you may
elect to sell up to 20% of the Company Stock allocated to you through that December
31st. If you are older and 100% vested, you may elect to sell an additional 20% for
each year older. Diversification may be requested according to the following schedule:
Age as of 12/31
% of Total Shares Eligible for Diversification
55
20% of total shares
14
56
40% of total shares
57
60% of total shares
58
80% of total shares
59 or older
100% of total shares
The number of shares of Company Stock that are available for diversification is
determined by the total number of shares allocated to your Plan account as of the end
of the previous year (including shares allocated to you for that year) plus the number of
shares which you sold in previous diversification elections. That total number is
multiplied by the diversification percentage based on your age, reduced by the number
of shares which you sold in previous diversification elections. The election is available
to active employees and separated vested employees who satisfy the age and vesting
requirements. A separated employee who was not 100% vested at employment
termination does not become 100% vested until the former employee forfeits the
nonvested portion of his or her account. This occurs after a five-year period of absence
(see Question 30).
Please keep in mind that the opportunity to make this election is open only if, and to the
extent, the Company makes funds available. If the available funds are not sufficient to
allow all elections, the Company will repurchase an equal portion of the shares offered for
liquidation by each electing participant.
In addition to the regular diversification election described above, if you have severed
employment, you may request that the Company or Weston Solutions repurchase all of the
shares in your Company Stock Account, but only if you have a Member Conflict of
Interest. For these purposes, you will be considered to have a Member Conflict of
Interest if you assert and the Plan Administrator, in its discretion, determines that all of the
following are true: (i) that Company Stock allocated to you under the Plan would result in
a conflict of interest arising out of your actual or impending employment that would result
in economic harm or loss to you, such as an impediment to either continuation of your
current employment or the offer of new employment; (ii) that the repurchase of the
Company Stock, either alone or in conjunction with other action taken by you, would
resolve all conflicts of interest; and (iii) no other action is reasonably available to you to
mitigate the conflict of interest. However, if the repurchase of your shares would cause the
Company or Weston Solutions to default on certain debt agreements that are senior in
priority to the Company Stock or if the Company or Weston Solutions is in default under
such debt agreements, neither the Company nor Weston Solutions is required to repurchase
your Company Stock, in which case, you may reassert the Member Conflict of Interest at a
future date.
If you have not severed employment at a time when you have Company Stock allocated to
you and you have a Spousal Conflict of Interest as described in Question 10, your
investment in Company Stock will be liquidated as of the valuation date next following the
Plan Administrator’s determination that such Spousal Conflict of Interest exists. However,
if the repurchase of your shares would cause the Company or Weston Solutions to default
15
on certain debt agreements that are senior in priority to the Company Stock or if the
Company or Weston Solutions is in default under such debt agreements, neither the
Company nor Weston Solutions is required to repurchase your Company Stock, in which
case, you may reassert the Spousal Conflict of Interest at a future date.
Repurchases pursuant to conflicts of interest are made without regard to the cash available
for regular diversification elections.
The above rules are effective for Member Conflicts of Interest and Spousal Conflicts of
Interest arising on or after December 16, 2013. Forms for requesting a Member Conflict of
Interest determination by the Plan Administrator or a Spousal Conflict of Interest
determination by the Plan Administrator are available from the Human Resources
Department.
22. Who votes the shares of Company Stock allocated to me?
You may direct the Trustee how to vote shares of Company Stock allocated to your
accounts.
NORMAL AND DISABILITY RETIREMENT
23. When may I retire under the Plan?
Your normal retirement date is your 65th birthday. If you retire on or after your normal
retirement date, your account will be 100% vested without regard to your length of service.
Your account is subject to investment gain or loss until it is distributed.
At your election, your account balance will be distributed to you after you retire (see
Question 25). The Plan is subject to the “minimum required distribution”. At the latest,
your account must begin to be distributed to you by the April 1
st
of the calendar year
following the calendar year in which you reach age 72 (if you turned 70-1/2 on or after
July 1, 1949) (see Question 25). Notwithstanding the above, this required minimum
distribution was waived for the 2020 calendar year under the CARES Act.
If you continue as an eligible employee after your normal retirement date, you remain
eligible to make contributions and share in Company contributions.
24. What if I am disabled?
The Plan provides that your account will be 100% vested, subject to investment gain or
loss, without regard to your length of service, if you suffer a "disability", as defined below.
At your election, your account will be distributed to you after you retire due to "disability"
(see Question 25).
16
You are "disabled" for purposes of the Plan if you are unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or to be of long-continued and indefinite duration. A
condition will not be considered to be of long-continued and indefinite duration until the
earlier of a determination from the Social Security Administration that you qualify for
Social Security disability benefits or 12 months elapse from the date you stop work due to
the condition.
If you terminate employment with the Company for reasons other than "disability" but later
are determined to be "disabled" for purposes of receiving Social Security disability
benefits, you may request a distribution of any portion of your account, including the
portion invested in Company Stock (see Question 25).
25. If I retire at or after my normal retirement date (age 65) or due to "disability", when will
my account balance be distributed?
You must request that the value of your accounts be distributed or transferred to an
individual retirement account or other tax-qualified retirement plan.
To receive a distribution of the value of your Company Stock, you must first request
liquidation of the Company Stock by contacting the Human Resources Department. Once
your Company Stock is liquidated, the proceeds will be transferred to Vanguard and
invested according to your directions in one or more of the investments available at
Vanguard.
If you request liquidation, your Company Stock account will be liquidated for distribution
based on the valuation date price next following your request for distribution provided that
your request is received no later than the 1
st
day of the final month of a valuation period
(March 1, June 1, September 1 and December 1 or other valuation period designated by the
Administrator). For example, if your request is received November 30, 2020, the price will
be the December 31, 2020 price (if December 31, 2020 is the valuation date).
You may not revoke your election after the deadline for delivery.
You should request a distribution form and related materials from the Human Resources
Department if you want all or a portion of your Company Stock to be liquidated.
You may specify a minimum price that you will accept. This minimum price is referred to
as a "stop limit". If the valuation date price is below your stop limit, your election to sell
will be deemed null and void and your shares will not be sold.
To receive a distribution of the value of your account that Vanguard holds, you must
contact Vanguard directly at www.vanguard.com or 1-800-523-1188. Vanguard will
17
distribute the value of your investment accounts in one lump sum of the entire amount or in
a partial payment, as you direct, as soon after your request for distribution is received as is
administratively feasible.
You have the option of deferring the payment of your retirement benefits, including your
account invested in Company Stock, until the April 1
st
of the calendar year that follows the
calendar year in which you reach age 72 (if you turned 70-1/2 on or after July 1, 1949).
DEATH BENEFITS
26. What happens if I die?
If you die, the value of your investment accounts held by Vanguard will be distributed to
your beneficiary in a single sum or in partial payments, as your beneficiary elects (subject
to any applicable limits under applicable law such as the required minimum distribution
rules). Your beneficiary may elect to sell the Company Stock in your account at any
valuation date price after your death in accordance with the election rules explained at
Question 25.
If your spouse is your beneficiary, he or she may request a distribution and roll it over to an
individual retirement account or request a direct rollover to an individual retirement
account. Any other beneficiary may request a distribution or a direct rollover to an
individual retirement account—but may not roll over a distribution he or she actually
receives. Your beneficiary should get his or her own tax and financial planning advice
about the best course to follow.
27. Who will receive the distribution?
You may designate the person or persons who will receive the death benefit payable in the
event of your death before distribution of your accounts. Such person (or persons) is called
your "beneficiary". A beneficiary designation must be made through Vanguard at
www.vanguard.com or at by calling 1-800-523-1188.
Under federal law, if you are married at the time of your death, your spouse must be your
Plan beneficiary unless your spouse consents in writing to your designation of a different
beneficiary on the beneficiary form and your spouse's consent is witnessed by either a
notary public or an authorized representative of the Plan Administrator. Accordingly, if
you are now married and have designated a beneficiary other than your spouse, your
beneficiary designation will not be effective unless your spouse consents on the
appropriate form. Further, if you are now single but marry later, you should obtain your
spouse's consent to your designation if you designate someone other than your spouse.
Once given, your spouse may not revoke his or her consent to your beneficiary
18
designation. However, if you designate a new beneficiary, then you must obtain a new
consent from your spouse.
If you designate someone other than your spouse as your beneficiary and your spouse does
not consent, your spouse will receive 100% of your account.
If you do not designate a beneficiary or if your beneficiary dies before you or if your
designation is invalid for any reason, your death benefit will be distributed as follows:
(a) Your spouse, if living, or if not, to
(b) Your surviving biological and adoptive children in equal shares, or
(c) If you are not survived by any biological or adoptive children, to your surviving
biological or adoptive biological parents in equal shares, or
(d) If you are not survived by any biological or adoptive parents, to your estate.
If you become divorced and had designated your former spouse as your beneficiary, your
designation will not be valid. You must designate a new beneficiary.
The benefit will be payable to your beneficiary's estate if your beneficiary dies after you
but before receiving benefit payments.
TERMINATION OF EMPLOYMENT AND VESTING
28. What happens if my employment terminates before my normal retirement date or death?
You will always be 100% vested in your savings account (which holds your pre-tax or
Roth contributions), voluntary contribution account (after-tax contributions, if any, made
prior to January 1, 1987) and rollover account. "Vested" refers to the portion of your
accounts that you will receive if you terminate your employment with the Company.
Accordingly, since you are 100% vested in your savings, voluntary contribution and
rollover accounts, you will be entitled to receive the balance of these accounts (as adjusted
for investment gains and losses) after you terminate your employment.
You will be 25% vested in your account derived from Company contributions (Matching
and Retirement) after you have been credited with two years of service for vesting (as
explained at Question 29), 50% vested after three years of service, 75% vested after four
years of service and 100% vested after five years of service. However, if you began work
for the Company before June 2, 2001, you will be 100% vested after you have been
credited with three years of service for vesting.
If you are actively employed at age 65 or older, or if your employment terminates due to
your death or if your employment with the Company terminates due to "disability", you
will become fully vested in all of your accounts without regard to your length of service.
19
29. What years are credited as years of service for vesting?
You will receive credit for one year of service for each year measured from the date you
began work for the Company to each anniversary of that date that you are employed by the
Company. All of your service, including service in an ineligible capacity, counts for
purposes of determining whether you have vested rights.
If your employment terminates but you return to employment within one year, the period
of absence as well as your employment prior to rehire counts. If your employment
terminates and you are rehired in more than one year but less than five years, your pre-
termination and post-termination service are counted, but not the period of your absence.
If you have a period of absence of five consecutive years and are rehired, then future years
of service will not be taken into account for purposes of earning vested rights in your
accounts which were not vested when your employment initially terminated. However,
your prior service will count for purposes of vesting in new employer contributions to your
accounts.
30. What happens to non-vested account balances?
The rule below applies if you had no benefit from Company contributions as of December
31, 2007. In that case, if your employment terminates and you either had no vested benefit
on the date of termination or received a distribution of your vested benefit, you will forfeit
the non-vested portion of your benefit on the later of your date of separation or
distribution. The forfeited amount will be restored if you return to service with the
Company before you have a period of absence of five consecutive years. Otherwise, you
will forfeit the non-vested portion of your benefit after a period of absence of at least five
consecutive years.
If you had a benefit from Company contributions as of December 31, 2007, you will forfeit
the non-vested portion of your benefit after a period of absence of at least five consecutive
years.
31. What is my benefit amount?
Your benefit amount is the value of your vested account balance at the time of distribution.
32. When will my vested benefit be distributed?
You may request distribution of your vested benefit (other than your Company Stock) at
your termination of employment prior to your normal retirement date. To request a
distribution, please contact Vanguard at www.vanguard.com or at 1-800-523-1188.
Distribution will be made as soon after your request as is administratively feasible.
20
To make your distribution, all amounts held in the Plan's trust fund (other than Company
Stock Account) will be liquidated and distributed to you (less applicable tax withholding)
or be included in any rollover contribution you designate (if you elect a rollover).
Unless you postpone your distribution, you benefits will commence no later than the 60th
day after the close of the Plan Year in which the latest of the following occurs: (A) you
reach age 65; (B) your termination of employment; or (C) the tenth anniversary of the year
in which you first commenced participation in the Plan. If you die prior to distribution,
your account balance will be distributed as a death benefit provided the Plan Administrator
receives notice of your death (see Question 27).
33. When will my vested Company Stock Account be distributed?
If (i) you terminate your employment with the Company after you reach age 65, or (ii) your
employment terminates due to your death or after you have a disability, the value of your
vested Company Stock Account will be available for distribution after it has been
liquidated as described at Question 25. However, you generally may defer distribution of
the cash proceeds until age 72 (if you turned 70-1/2 on or after July 1, 1949). After you
become eligible, you should ask for a liquidation request form from the Human Resources
Department. The rules for requesting a liquidation of your Company Stock account are
explained at Question 25 and in the instructions included in the distribution materials that
the Human Resources Department will give you when you make your request.
If you have terminated your employment and reached age 72 (if you turned 70-1/2 on or
after July 1, 1949), Company Stock will be liquidated to the extent necessary to make any
required minimum distribution that the Internal Revenue Code requires even if you have
not made a liquidation election.
If you terminate your employment with the Company prior to age 65, the value of your
vested Company Stock Account may not be liquidated until you reach age 65. (See
Question 25). However, when you reach age 55 (or become 100% vested, if later,) you
may make a diversification election as described at Question 21.
If you are an active employee over age 59-1/2, you may elect an in-service distribution as
explained at Question 35. If you are a former employee, you may elect distribution of the
cash proceeds of any stock repurchase as explained at Question 32.
LOANS AND IN-SERVICE DISTRIBUTIONS
34. May I borrow from my accounts?
Generally, the Administrator will allow the Trustee to make loans available to active Plan
participants. You may not borrow from the Plan after your employment terminates. The
21
amount you may borrow depends on the vested portion of your account balances. You may
not borrow more than 50% of your vested accounts or $50,000, whichever is less. Also, the
amount you borrow may not exceed the cash value of all your investment accounts, even if
this is less than 50% of your vested accounts. In addition, certain other legal limits may
apply. The Administrator will explain these to you if they become relevant.
The minimum amount of any loan is $1,000. The term of the loan may not exceed five
years and will be at an interest rate equal to a rate charged by commercial lenders for
comparable loans at the time the loan is disbursed, as determined by the Administrator.
You may be required to authorize payroll withholding to repay your loan and must pledge
up to 50% of your account balance as security for the loan. You may only have two loans
outstanding at a time. Generally, if you terminate employment with the Company, your
loan will become due and payable unless you arrange to continue your payments by direct
payment to Vanguard. If you do not repay the loan or make direct continuation payments
your loan will be put in default status at the end of the calendar quarter following the later
of the calendar quarter in which your employment terminated or the calendar quarter in
which you failed to make direct continuation payments to Vanguard. If your loan is
defaulted, the remaining loan balance will be treated as taxable income to you
If you are on an approved leave of absence with pay, you will be required to continue loan
repayment by making direct repayments. When you start your leave, you should request
instructions about loan repayment. If you are on an approved leave of absence without pay,
your loan payments may be suspended for up to one year. Upon your return to
employment, your loan principal will be re-amortized over the remaining period of the loan
term. This will result in an increase in your regular payments.
If you are a reservist called to active duty in the United States military, you may suspend
loan repayment during your period of active service.
The amount you borrow will be charged against your accounts. All your loan repayments
will be credited to your accounts.
You may request a loan by making a telephone application through The Vanguard Group
by calling 1-800-523-1188.
If you take a loan from the Plan, you will be charged a one-time fee of $40 for the expense
of establishing the loan and $25 per year for administering its repayment. If these amounts
change, the Plan Administrator and/or Vanguard will communicate to you the costs of any
fees associated with the Plan loan.
35. May I make a withdrawal from my accounts while I am still employed by the Company?
You may withdraw all or a portion of your voluntary contributions (after tax contributions
made before 1987) and rollover accounts while you are employed by the Company.
22
You may withdraw amounts from your prior matching account attributable to Company
contributions made for pay dates prior to June 2, 2001.
You also may withdraw from your account for hardship reasons (see Question 36).
When you reach age 59-1/2, you have the right to receive an in-service distribution from all
of your accounts in which you are 100% vested, except your accounts invested in
Company Stock.
You may withdraw up to $5,000 of your savings account contributions within one-year of
the birth of a child or the adoption of an “eligible adoptee” (as determined under IRS
rules). You are entitled to withdraw up to $5,000 for each such child and in some cases
you may be able to pay back the distribution made due to the birth or adoption, subject to
uniform rules as shall be established by the Plan Administrator.
All requests for in-service withdrawals must be made through Vanguard by using their web
site or toll-free telephone number, 1-800-523-1188.
36. How do I qualify for a "hardship" distribution?
The Plan authorizes "hardship" distributions from your savings account. However, before
you are eligible for a hardship distribution, you must take all permitted withdrawals
described in Question 35, above.
For purposes of the Plan, "hardship" means an immediate and serious financial need
resulting from (i) medical expenses for you or one of your dependents; (ii) tuition and
related fees and expenses for post-high school education for you or one of your
dependents; (iii) the purchase of your principal residence; (iv) your threatened eviction
from or mortgage foreclosure on your principal residence; (v) funeral expenses for certain
immediate family members; (vi) a loss to your principal residence that qualifies as a
"casualty loss" under the Internal Revenue Code in certain cases, (vii) expenses and losses
(including loss of income) incurred by you on account of a disaster declared by the Federal
Emergency Management Agency (FEMA) under the Robert T. Stafford Disaster Relief and
Emergency Assistance Act, Public Law 100–707, provided that your principal residence or
principal place of employment at the time of the disaster was located in an area designated
by FEMA for individual assistance with respect to the disaster; or (viii) any other event
which is deemed an immediate and heavy financial hardship by the Secretary of Treasury.
The amount which may be distributed to you may not exceed your immediate need
resulting from the hardship or, if less, the sum of (i) your pre-tax contributions, (ii) income
on your pre-tax contributions as of December 31, 1988 and (iii) effective January 1, 2019
earnings on your pre-tax contributions.
23
A distribution is treated as necessary to satisfy an immediate and heavy financial need only
to the extent the amount of the distribution is not in excess of the amount required to
satisfy the financial need (including any amounts necessary to pay any federal, state, or
local income taxes or penalties reasonably anticipated to result from the distribution). A
distribution is not treated as necessary to satisfy an immediate and heavy financial need
unless you have obtained all other currently available distributions under the Plan and all
other plans of deferred compensation, whether qualified or nonqualified, maintained by the
Company. (“Distribution” for this purpose does not include Plan loans.) In addition, you
must represent (in writing, by or by verbal representation via telephone recording,
including using an “electronic medium” as defined by applicable Treasury regulations, or
in such other form as may be prescribed by the Internal Revenue Service) that you have
insufficient cash or other liquid assets reasonably available to satisfy the need. The Plan
Administrator may rely on your representation unless the Plan Administrator has actual
knowledge to the contrary.
The Plan Administrator must interpret the hardship provision strictly. The Plan is not
permitted to make a distribution from your account to you while you remain an employee
unless you satisfy the conditions noted above. Any improper distribution could disqualify
the Plan, thereby depriving all participants of the favorable federal income tax treatment
the Plan offers.
To request a hardship withdrawal you should contact Vanguard at www.vanguard.com or
1-800-523-1188. The materials Vanguard provides to you will explain the supporting
information you must deliver to the Human Resources Department to document that you
have a situation that qualifies for a hardship distribution.
37. Are in-service distributions taxable?
Yes, except for certain Roth 401(k) contributions and the amount of your voluntary after
tax contributions made before 1988.
You should note that as a matter of current law distributions made on account of hardship
and any other in-service distributions are taxable for federal income tax purposes (except to
the extent they consist of after-tax contributions). Also, if you are under age 59-1/2 at the
time of the distribution, you generally must pay a penalty tax equal to 10% of the taxable
amount distributed. This 10% penalty does not apply to qualified birth and adoption
withdrawals.
LEGAL AND TAX CONSIDERATIONS
38. May the Plan be amended or terminated?
The Company reserves the right to amend or terminate the Plan at any time by action of its
Board of Directors or the delegate of the Board of Directors. If the entire Plan is
24
terminated, your account balance will be 100% vested without regard to your length of
service.
The Plan may be amended to provide that no future benefits will be earned; however, the
Plan cannot be amended to take away benefits you have already earned.
39. Are my benefits under the Plan insured?
No. Because this Plan is a type of retirement plan called a "defined contribution plan," Plan
benefits are not insured or guaranteed by the Pension Benefit Guaranty Corporation under
the Plan insurance provisions of the Employee Retirement Income Security Act of 1974.
40. May I lose my benefits for any reason?
If you terminate employment before you are fully vested, you will forfeit the non-vested
portion of your account after you have a period of absence of five consecutive years (See
Question 30 for more details).
Company Stock forfeited in a Plan Year will be used to make "restoration contributions"
for returning military personnel entitled to benefit restoration under federal law and to
restore forfeitures of those who return to employment within five years. Any remaining
forfeited shares will be included as part of the Company's contribution for the year. Cash
forfeited in a Plan Year will be used to pay Plan expenses. Any remaining amount will be
applied to restore forfeitures. Finally, if any cash amount remains, it will be included as
part of the Company's contribution for that year.
Potential benefits may be reduced by adverse investment experiences of the Fund, by any
taxes or fees assessed against or payable by the Fund and by administrative costs incurred
by the Plan Administrator or the Trustee to the extent these costs are not paid directly by
the Company.
Your benefits may be subject to a federal tax levy or the collection by the United States on
a judgment resulting from an unpaid tax assessment and certain limited involuntary
assignment that federal law allows or requires.
Your benefits may be awarded to your spouse, former spouse or dependents under the
terms of a qualified domestic relations order ("QDRO") issued under state domestic
relations or community property law. Any portion of your benefits not awarded to your
spouse, former spouse or dependents will be paid to you.
The Plan may not follow any domestic relations order relating to your Accounts unless the
order is in the form of a QDRO. Participants and beneficiaries may obtain, without charge,
from the Company a copy of the procedures governing QDRO determinations under the
Plan. Under the Plan's rules, Company Stock will not be subject to accelerated
25
liquidation/distribution in a QDRO and to the maximum extent possible shall not be part of
the assigned benefit.
The Company will notify you if the Plan receives a domestic relations order relating to
your Accounts under the Plan and will also determine, within a reasonable time, if the
order is a QDRO. You will be notified of the decision. In the meantime, the affected
portion of your Accounts will be held in a separate Account and may not be withdrawn or
distributed to you until after the QDRO issue is resolved.
41. Are there any legal limitations on my benefits?
The amount of contributions which may be made for any employee under the Plan is
subject to limitations imposed by the Internal Revenue Code and Regulations. Every effort
will be made to advise any participant affected by these limitations.
42. How am I taxed on my share of contributions and Plan earnings?
The Plan is intended to be a qualified defined contribution profit sharing plan which
satisfies the applicable requirements of sections 401(a), 401(k) and 401(m) of the Internal
Revenue Code of 1986 (the "Code"). Assuming the Plan so qualifies, under current law
you would not be subject to federal income tax on your contributions, rollover
contributions or Company contributions to the Plan or earnings allocated to your account
until you receive a distribution from the Plan.
43. How will I be taxed on distributions?
You will receive an explanation of the federal income tax rules which apply to your
benefits at the time you elect a distribution.
You should not rely on this information and should consult the Internal Revenue Service
or your tax advisor when considering a distribution under the Plan to determine the
most appropriate tax planning under your circumstances. Neither the Company nor the
Trustee can provide you with tax advice.
PLAN ADMINISTRATOR
44. Who administers the Plan?
The Company is the statutory “plan administrator” for purposes of official reports to you
and the government and is referred to herein as the “Administrator” or the “Plan
Administrator”. The Company may designate a committee to control and manage the day-
to-day operation and administration of the Plan on behalf of the Plan Administrator but
26
solely in their capacities as employees and representatives of the Company and not in their
individual capacities.
45. What happens if I disagree with a decision of the Plan Administrator concerning my Plan
benefits or eligibility?
The following claims appeal procedure applies to claims other than claims for benefits due to
Disability, which are governed by the section entitled “Disability Claims”. If the Plan
Administrator denies your claim, the Administrator will notify you in writing within 60
days after receipt of your claim. This notification will include (i) the specific reasons why
your claim was denied, (ii) the specific reference to the Plan provisions on which the denial
is based, (iii) a description of any additional information you must provide to perfect the
claim and why the information is needed, (iv) an explanation of the procedure you may
follow to appeal the denial of your claim, including the time limits of the claim review
procedure and (v) a statement that you have the right to bring a civil action under section
502(a) of the Employee Retirement Income Security Act to request that a court consider
your claim if your claim is denied on appeal.
You may request review by the Administrator of the denied claim by filing a written notice
with the Administrator within 60 days after receipt of the notification of the claim denial.
You may submit issues and comments at this time. You will be afforded a full and fair
review by the Administrator.
The Administrator must give you a written decision on the appeal not later than 60 days
after receipt of the request for review, unless special circumstances require an extension of
time, in which case the decision will not be later than 120 days after the receipt of the
request for review. If your claim is again denied, the Administrator must give you the
specific reasons for the denial and the specific Plan references on which it is based as well
as certain additional information required by Department of Labor regulations.
Disability Claims.
In the case of any benefits claim that requires a determination by the Administrator of a
Participant’s Disability status (a "Disability Claim"), the Administrator will notify the
Claimant of the Administrator's Adverse Determination within a reasonable period of time,
but not later than 45 days after receipt of the claim. If, due to matters beyond the control of
the Administrator, the Administrator needs additional time to process a claim, the Claimant
will be notified, within 45 days after the Administrator receives the claim, of those
circumstances and of when the Administrator expects to make its decision but not beyond
75 days. If, prior to the end of the extension period, due to matters beyond the control of
the Administrator, a decision cannot be rendered within that extension period, the period
for making the determination may be extended for up to 105 days, provided that the
Administrator notifies the Claimant of the circumstances requiring the extension and the
date as of which the Administrator expects to render a decision. The extension notice will
specifically explain the standards on which entitlement to a Disability Benefit is based, the
27
unresolved issues that prevent a decision on the claim and the additional information
needed from the Claimant to resolve those issues, and the Claimant will be afforded at least
45 days within which to provide the specified information. In addition, for any notice of
Adverse Determination regarding a Disability Claim, the notice of Adverse Determination
will be provided in a culturally and linguistically appropriate manner in accordance with
applicable Regulations or other authoritative guidance regarding such notices and also will
include the following (in addition to the information in above):
If the Adverse Determination on review is based on a medical necessity requirement,
an experimental treatment exclusion or a similar restriction, either an explanation of
the scientific or clinical judgment on which the determination was based, applying
the terms of the Plan to the Claimant’s medical circumstances, or a statement that
an explanation will be provided without charge upon request.
A discussion of the Plan Administrator's decision, including an explanation for
disagreeing with or declining to follow:
The views presented by the Claimant to the Plan Administrator of health care
professionals treating the Claimant and vocational professionals who evaluated the
Claimant;
The views of medical or vocational experts whose advice was obtained on behalf of
the Plan Administrator in connection with the Adverse Determination, without
regard to whether the advice was relied upon in making the determination; or
A Social Security Administration disability determination regarding the Claimant
presented to the Plan Administrator by the Claimant; and
Either the specific internal rules, guidelines, protocols, standards or other similar
criteria of the Plan relied upon in making the Adverse Determination or,
alternatively, a statement that such rules, guidelines, protocols, standards or other
similar criteria do not exist.
A statement that the Claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other information
relevant to the claim.
Review of Disability Claims. A request for review of an initial Adverse Determination
regarding a Disability Claim must be submitted in writing to the Reviewer no later than 180
days after the Claimant receives the notice of initial Adverse Determination.
In addition to providing the Claimant the right to review documents and submit comments
as described in above, a review of a denial of a Disability Claim will meet the following
requirements:
(A) The Administrator will provide a review that does not afford deference
to the initial adverse benefit determination and that is conducted by an appropriate named fiduciary
of the Plan who did not make the initial determination that is the subject of the appeal, nor is a
subordinate of the individual who made the determination.
(B) The appropriate named fiduciary of the Plan will consult with a health
care professional who has appropriate training and experience in the field of medicine involved in
28
the medical judgment before making a decision on review of any adverse initial determination based
in whole or in part on a medical judgment. The professional engaged for purposes of a consultation
in the preceding sentence will not be an individual who was consulted in connection with the initial
determination that is the subject of the appeal or the subordinate of any such individual.
(C) The Administrator will identify to the Claimant the medical or vocational
experts whose advice was obtained on behalf of the Administrator in connection with the review,
without regard to whether the advice was relied upon in making the benefit review determination.
(D) The Administrator will allow a Claimant to review the claim file and to
present evidence and testimony as part of its internal claims and appeals process and will comply
with the following requirements:
(1) The Administrator will provide the Claimant, without charge,
any new or additional evidence considered, relied upon, or generated by or on behalf of the
Administrator in connection with the claim as soon as possible and sufficiently in advance of the date
on which the notice of final Adverse Determination is required to be provided under these Claims
Procedures (and applicable Regulations) to give the Claimant a reasonable opportunity to respond
before that date; and
(2) Before the Administrator issues a final internal Adverse
Determination based on a new or additional rationale, the Claimant will be provided, without charge,
with the rationale for its decision as soon as possible and sufficiently in advance of the date on which
the notice of final Adverse Determination is to be provided under these Claims Procedures (and
applicable Regulations) to give the Claimant a reasonable opportunity to respond before that date
Deadline for Review Decisions for Disability Claims. For Disability Claims, the decision on
review will be made within a reasonable time but not later than 45 days after the Reviewer receives a
request for review, unless special circumstances require an extension of time for processing, in which
case a decision will be rendered not later than 90 days after receipt of a request for review. A notice of
such an extension will be provided to the Claimant within the initial 45 day period and will explain the
special circumstances and provide an expected date of decision.
For Disability Claims, a Claimant is deemed to have exhausted the Plan’s internal claims and
appeals process if the Administrator does not strictly adhere to the applicable requirements of Department
of Labor Regulations section 2560.503-1 unless the Administrator’s failure to adhere to those
requirements is a "de minimis violation" (as defined in the next paragraph). In such cases, if a court rejects
the Claimant’s request for immediate review on the basis that the Administrator met the standards for the
de minimis violation exception described above, the claim shall be considered as re-filed on appeal upon
the Administrator’s receipt of the decision of the court. In such cases, within a reasonable time after the
Administrator’s receipt of the decision, the Plan shall provide the Claimant with notice of the
resubmission.
For purposes of these Claims Procedures, the Administrator's failure to satisfy applicable claim
procedure regulations is a "de minimis violation" if (i) the violation does not cause, and is not likely to
29
cause, prejudice or harm to the Claimant, (ii) the violation was for good cause or due to matters beyond
the control of the Administrator, (iii) the violation occurred in the context of an ongoing, good faith
exchange of information between the Administrator and the Claimant and (iv) the violation is not part of
a pattern or practice of violations by the Administrator. If an issue arises regarding whether this de
minimis violation exception applies, a Claimant may request a written explanation of the violation from
the Administrator, and the Administrator will provide the explanation within 10 days, including a specific
description of its reasons, if any, for asserting that the violation should not cause the internal claims and
appeals process to be deemed exhausted
46. What are my rights under ERISA?
As a participant in the Plan you are entitled to certain rights and protections under the
Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all plan
participants shall be entitled to:
Examine, without charge, at the plan administrator's office and at other specified
locations, such as worksites, all documents governing the plan, including insurance
contracts and a copy of the latest annual report (Form 5500 series) filed by the plan
with the U.S. Department of Labor and available at the Public Disclosure Room of the
Employee Benefits Security Administration.
Obtain upon written request to the plan administrator copies of documents governing
the operation of the plan, including all plan documents, insurance contracts, copies of
the latest annual report (Form 5500 series) and updated summary plan description. The
administrator may make a reasonable charge for the copies.
Receive a summary of the plan's annual financial report. The plan administrator is
required by law to furnish each participant with a copy of this summary annual report.
Obtain a statement telling you whether you have a right to receive a benefit at normal
retirement age (age 65) and if so, what your benefit would be at normal retirement age
if you stop working under the plan now. If you do not have a right to a benefit, the
statement will tell you how many more years you have to work to get a right to a
benefit. This statement must be requested in writing and is not required to be given
more than once a year. The plan must provide the statement free of charge.
Prudent Action By Fiduciaries
In addition to creating rights for plan participants, ERISA imposes duties upon the people
who are responsible for the operation of the employee benefit plan. The people who
operate your plan, called "fiduciaries" of the plan, have a duty to do so prudently and in the
interest of you and other plan participants and beneficiaries.
30
No one, including your employer or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining a benefit or exercising
your rights under ERISA.
Enforce Your Rights
If your claim for a benefit is denied in whole or in part, you must receive a written
explanation of the reason for the denial. You have the right to have the plan administrator
review and reconsider your claim.
Under ERISA, there are steps you can take to enforce the above rights. For instance, if you
request a copy of the plan document or latest annual report from the plan and do not
receive them within 30 days, you may file suit in a federal court. In such a case, the court
may require the plan administrator to provide the materials and pay you up to $110 a day
until you receive the materials, unless the materials were not sent because of reasons
beyond the control of the administrator.
If you have a claim for benefits which is denied or ignored, in whole or in part, you may
file suit in a state or federal court provided you have complied with the Plan’s claims and
claims approval procedures (see question 45). In addition, if you disagree with the plan's
decision (or lack thereof) concerning the qualified status of a domestic relations order, you
may file suit in a federal court. If it should happen that plan fiduciaries misuse the plan's
money or if you are discriminated against for asserting your rights, you may seek
assistance from the U.S. Department of Labor or may file suit in a federal court. The court
will decide who should pay court costs and legal fees. If you are successful, the court may
order the person you have sued to pay these costs and fees. If you lose, the court may order
you to pay these costs and fees, for example, if it finds your claim is frivolous.
Assistance with Your Questions
If you have any questions about your plan, you should contact the plan administrator. If
you have any questions about this statement or about your rights under ERISA or if you
need assistance in obtaining documents from the plan administrator, you should contact the
nearest area office of the Employee Benefits Security Administration, U.S. Department of
Labor, listed in your telephone directory or the Division of Technical Assistance and
Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue, N.W., Washington, D.C. 20210. You may also obtain certain
publications about rights and responsibilities under ERISA by calling the publications
hotline of the Employee Benefits Security Administration.
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BASIC INFORMATION
1. Name of Plan:
Weston Solutions, Inc. Retirement Savings and Employee Stock Ownership Plan
2. Name and address of the Plan Sponsor:
Weston Solutions, Inc.
1400 Weston Way
West Chester, PA 19380-1499
3. Identification Numbers:
Plan Sponsor: 23-1501990
Plan Number: 004
4. Participating Subsidiaries:
None
5. Type of Plan:
Defined Contribution Profit Sharing Plan with Qualified Cash or Deferred
Arrangement (i.e., 401(k))
6. Name, address and principal place of business of the Trustee of the Plan:
Vanguard Fiduciary Trust Company
P.O. Box 2900
Valley Forge, PA 19482
GreatBanc Trust Company
1301 W. 22
nd
Street
Suite 800
Oak Brook, IL 60523
7. Name, address and telephone number of the Plan Administrator:
Weston Solutions, Inc.
Plan Administrator of the Weston Solutions, Inc. Retirement Savings and
Employee Stock Ownership Plan
1400 Weston Way
West Chester, PA 19380-1499
Attention: Benefits Manager
Phone: 1-610-701-3007
32
8. Type of Administration:
Company administered plan with independent, corporate trustees
9. Name of person designated as Agent for Service of Legal Process and the address at
which such Process may be served:
Corporate Secretary c/o Weston Solutions, Inc.
1400 Weston Way
West Chester, PA 19380-1499
Service of Legal Process may also be made upon the Plan
Trustee or the Plan Administrator.
10. Initial Effective Date of the Plan:
April 4, 1984
11. Plan Year:
January 1 to December 31
12. No Contract of Employment. Nothing contained in the Plan shall be construed as a
contract of employment between the Company and the employee, nor shall anything contained in
the Plan give any employee any rights of continued employment with the Company or limit the
right of the Company to discharge any employee with or without cause.
13. Statute of Limitations. Please note that no legal action may be commenced or maintained
to recover benefits under the Plan more than twelve (12) months after the final review/appeal
decision by the Plan Administrator has been rendered (or deemed rendered).