UNIFY INC. PENSION PLAN (effective as of January 1, 2009, Amended and Restated, effective as of October 15, 2013)

Transcription

1 UNIFY INC. PENSION PLAN (effective as of January 1, 2009, Amended and Restated, effective as of October 15, 2013)

2 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS... 2 ARTICLE II. MEMBERSHIP ARTICLE III. RETIREMENT DATES ARTICLE IV. CASH BALANCE BENEFITS ARTICLE V. AVERAGE FINAL COMPENSATION BENEFITS ARTICLE VI. DISABILITY ARTICLE VII. PRE-RETIREMENT AND POST-RETIREMENT DEATH BENEFITS ARTICLE VIII. PAYMENT OF RETIREMENT INCOME ARTICLE IX. LIMITATION ON BENEFITS ARTICLE X. CONTRIBUTIONS ARTICLE XI. ADMINISTRATION OF THE PLAN ARTICLE XII. MANAGEMENT OF FUNDS ARTICLE XIII. OBLIGATIONS OF THE EMPLOYING COMPANIES ARTICLE XIV. MISCELLANEOUS ARTICLE XV. AMENDMENT ARTICLE XVI. DISCONTINUANCE OF PLAN ARTICLE XVII. MAXIMUM PAYMENTS TO HIGHLY COMPENSATED EMPLOYEES ARTICLE XVIII. TOP-HEAVY PROVISIONS ARTICLE XIX. FREEZING OF PLAN ARTICLE XX. HEART AMENDMENT i

3 APPENDICES APPENDIX I - Participants in the Siemens Transmission Systems, Inc. Pension Plan Prior to October 1, 1988 APPENDIX II - Participants in IBM Retirement Plan Prior to September 30, 1989 APPENDIX III - Participants in Stromberg-Carlson Retirement Plans Prior to December 14, 1990 APPENDIX IV - Participants in ROLM Retirement Plan on April 30, 1993 APPENDIX V - Minimum Benefit Formula APPENDIX VI - Special Provisions Relating to Employees of Siemens Energy & Automation, Inc. APPENDIX VII - Special Provisions for Certain Employees of Siemens VDO Automotive TABLES TABLE A TABLE B Conversion Provisions and Rehire Provisions Contribution Level ii

4 UNIFY INC. PENSION PLAN (Originally Effective as of January 1, 2009 and Amended and Restated, effective as of October 15, 2013) On August 31, 2008, Siemens Communications, Inc. sold its Enterprise Business to Siemens Enterprise Communications, Inc. pursuant to the Local Asset Transfer Agreement entered into between those parties as of that day. Eligible employees of Siemens Communications, Inc. participated in the Siemens Pension Plan. Effective as of April 1, 2006, no new participants were permitted in the Siemens Pension Plan. In connection with the Local Asset Transfer Agreement, Siemens Enterprise Communications, Inc. adopted the Plan as set forth herein, effective as of January 1, The terms and conditions of the Plan shall apply only to individuals who (i) were participants in the Siemens Pension Plan as of December 31, 2008, and (ii) were listed on Part A or Part C of Schedule 4 to the Local Asset Transfer Agreement, as they either (A) were actively employed by Siemens Communications, Inc. on August 31, 2008, or (B) retired or terminated employment with Siemens Communications, Inc. on or after October 1, 2006 but before August 31, 2008, provided they were employed by Siemens Communications, Inc. primarily in connection with the business ultimately comprising Siemens Enterprise Communications, Inc. as of their last day of employment with Siemens Communications, Inc.. Siemens Enterprise Communications, Inc. froze the Plan effective January 1, 2010 (the Freeze Date ), such that no further service credit was earned under the Plan for any purpose except that service will continue to be counted for determining eligibility for early retirement as to benefits accrued as of the Freeze Date, and no future compensation shall be taken into account for purposes of calculating a Participant s accrued benefit. On and after the Freeze Date, the determination of the amount of a participant s accrued benefit shall be based on the provisions of the Plan in effect as of the Freeze Date, but calculated as if the participant had terminated employment as of the Freeze Date. Siemens Enterprise Communications, Inc. formerly changed its corporate name to Unify Inc. effective October 15, In connection therewith, the Pension Plan was amended to incorporate the name change, effective also as of October 15, Notwithstanding the foregoing, nothing else in the Plan was changed in connection with the change in the name of the Plan to the Unify Inc. Pension Plan. All references to the Company hereunder shall include both Siemens Enterprise Communications, Inc. and Unify Inc. Unify Inc. intends that this Plan be a pension plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended and that this Plan comply with the Employee Retirement Income Security Act of It is also intended that this Plan comply with the Pension Protection Act of 2006 and the Worker, Retiree, and Employer Recovery Act of 2008.

5 ARTICLE I. DEFINITIONS The following words and phrases as used herein have the following meanings unless a different meaning is plainly required by the context. 1. Account means a notional account established and maintained for each Cash Balance Member, consisting of an opening balance adjusted for Interest Credits and Pay Credits, all as described in Article IV. 2. Accrued Benefit means, with respect to any Cash Balance Member, generally the monthly amount of retirement income that would be payable as a Single Life Annuity commencing on such Cash Balance Member s Normal Retirement Date (or Deferred Retirement Date, if such Cash Balance Member has already reached his or her Normal Retirement Date) determined by: (a) Determining the value of the Cash Balance Member s Account as of the determination date and crediting the Cash Balance Member s Account valued as of the determination date with interest at the annual rate for Interest Credits in effect as of such date to the Cash Balance Member s Normal Retirement Date (if such Cash Balance Member has not reached his or her Normal Retirement Date); and (b) Dividing this amount by the applicable Annuity Conversion Factor. In the case of a Cash Balance Member entitled to a Grandfathered Benefit, the Cash Balance Member s Accrued Benefit shall not be less than his or her Grandfathered Benefit determined in accordance with the Plan covering such Cash Balance Member, expressed as an Actuarially Equivalent Single Life Annuity commencing on the Cash Balance Member s Normal Retirement Date (or Deferred Retirement Date, if such Cash Balance Member has already reached his or her Normal Retirement Date). In the case of any Final Average Pay Member, Accrued Benefit means the Final Average Pay Member s Average Final Compensation Benefit. 3. Actuarial Equivalent or Actuarially Equivalent means a benefit determined by the Administrative Committee to be of equal value to another benefit, determined using a 7% interest rate assumption and the UP 1984 mortality table. Notwithstanding the foregoing, in no event shall the interest rate and mortality assumptions set forth in the preceding sentence operate to reduce the amount payable to any Member below the amount that would have been payable to him or her if (i) the assumptions for determining actuarial equivalence as in effect under the Siemens Pension Plan immediately prior to August 1, 1983 had been used to determine such amount and (ii) the accrued benefit to which such prior assumptions had been applied was the Member s accrued benefit under the Siemens Pension Plan as of August 1,

6 With respect to any lump sum benefit payable under the Plan, the interest rate used to determine Actuarially Equivalent value shall be the average interest rate for 30-year Treasury securities (as prescribed by the Internal Revenue Service) for the August immediately preceding the Plan Year in which the distribution occurs, and the mortality table that shall be used shall be the applicable mortality table as required under Section 417(e)(3)(a) of the Internal Revenue Code. Notwithstanding any other provisions of the Plan to the contrary, the Actuarial Equivalence of forms of benefit payments, as provided in Article VIII of the Plan, shall be determined as follows: (i) for all nondecreasing forms of benefit payments under the Plan, the Actuarially Equivalent value shall be determined using the mortality table and interest rate set forth in the first paragraph of this Section 3 and (ii) for all decreasing forms of benefit payments under the Plan, the Actuarially Equivalent value shall be determined using the mortality table and interest rate set forth in the immediately preceding paragraph. For the purpose of this Section 3, nondecreasing forms of benefit payments shall include: all single life annuity options, all certain and life options, all joint and survivor annuity options, all certain and life options with any joint and survivor annuity, all spouse and annuity options, all children annuity options, all Social Security options, any supplement plus any otherwise nondecreasing benefit payment, and any lump sum of employee contributions plus any otherwise nondecreasing benefit payment. For the purpose of this Section 3, decreasing forms of benefit payments shall include: all lump sums, all level income benefit payments, all supplements plus any otherwise decreasing benefit payments, all supplements paid as a lump sum plus any otherwise decreasing benefit payments, and all lump sums of employee contributions plus any otherwise decreasing benefit payments. If a Member receives a lump sum payment plus any otherwise nondecreasing benefit payment, the lump sum portion of the benefit that is considered otherwise as a nondecreasing payment shall be treated as decreasing and the other portion of the benefit that is considered otherwise as a nondecreasing benefit payment shall be treated as a nondecreasing benefit payment. Any other form of payment under the Plan that is subject to Section 417(e)(3) of the Internal Revenue Code shall be treated as a decreasing benefit payment. 4. Administrative Committee means the committee appointed by the Board of Directors to manage and administer the Plan as provided for in Article XI. 5. Affiliated Company means the Company and any company, whether or not incorporated in the United States, (i) which is a member of a controlled group of corporations (as defined in Section 414(b) of the Internal Revenue Code) which group includes any Employing Company, (ii) which is under common control (within the meaning of Section 414(c) of the Internal Revenue Code) with any Employing Company, (iii) which is a member of an affiliated service group (as defined in Section 414(m) of the Internal Revenue Code) which group includes any Employing Company, (iv) which is otherwise required to be aggregated with any Employing Company pursuant to Section 414(o) of the Internal Revenue Code, or (v) in which Enterprise Networks Holdings B.V. either directly or indirectly has ownership of more than 50% of the equity interest, provided such company is part of the Enterprise Business (as determined by the Company). 3

7 6. Annuity Conversion Factor means the applicable lump sum equivalency factor based upon the interest rate determined under Section 417(e)(3) of the Internal Revenue Code for the August immediately preceding the Plan Year in which the distribution occurs, and the mortality table that shall be used shall be the applicable mortality table provided under Section 417(e) of the Internal Revenue Code 7. Average Final Compensation of a Final Average Pay Member means the average annual Compensation received in that period of four full consecutive Plan Years which produces the highest amount out of the last 10 full Plan Years immediately preceding the Member s (i) retirement date determined in accordance with Article III, or (ii) disability retirement date, if applicable, determined in accordance with Article VI, or (iii) date of termination of employment if Section 5 of Article V applies. If the Final Average Pay Member has not received any Compensation in one or more of such Plan Years included in such period of four full Plan Years, only those of such Plan Years (or fractions thereof) in which Compensation was received shall be taken into account in the computation. If the Member has received Compensation in a particular Plan Year for a period of less than 12 months and he or she is re-employed by an Employing Company on or after the last day of such Plan Year, his or her Compensation for any such Plan Year shall be annualized. In determining a Member s Average Final Compensation, the Plan Year in which the Member s employment terminates shall not be taken into account unless the Member is actively employed by an Employing Company on December 20th of that Plan Year or later. In the case of a Member for whom a period of service with a company which becomes an Employing Company (or a predecessor thereof) is treated as Employment hereunder pursuant to an applicable Appendix to the Plan, in determining such Member s Average Final Compensation there shall be taken into account the compensation received by the Member from such company during the four (or lesser number of) full Plan Years included in the period of service so treated as Employment. For purposes of this Section 7, the term Plan Years shall include the plan years under the Siemens Pension Plan ending on or before December 31, For purposes of this Section 7, for any plan year ending on or before December 31, 2008, the term Compensation shall mean a Member s compensation under the Siemens Pension Plan. 8. Average Final Compensation Benefit means the Single Life Annuity for the life of the Final Average Pay Member commencing at the Final Average Pay Member s Normal Retirement Date computed in accordance with Sections 1 and 2 of Article V (subject to the minimum benefit provisions of Appendix V, if applicable) based on a Member s Benefit Service and Average Final Compensation as of the date of determination. Notwithstanding any other provision of the Plan to the contrary, no compensation earned after December 31, 2009 shall be considered for determining Average Final Compensation or for any other purposes under the Plan. 4

8 9. Beneficiary means the person designated by a Member as his or her beneficiary or otherwise identified as the Member s beneficiary pursuant to Article VII or Article VIII, whichever is applicable, and who survives the Member. 10. Benefit Commencement Date means, (i) with respect to an annuity form of benefit, the first day on which an amount is payable as an annuity, and, (ii) with respect to a form of benefit which is not an annuity, the date on which all events have occurred which entitle the person to such benefit. In either case, a Benefit Commencement Date must be the first day of a calendar month. 11. Benefit Service means (i) the individual s benefit service under the Siemens Pension Plan as of December 31, 2008, plus, (ii) for periods beginning on or after January 1, 2009, that portion of an individual s period of Employment during which such individual is a Member employed by an Employing Company; provided, however, that an individual s Benefit Service shall not include any period of absence described in subparagraph (d) of the definition of Employment set forth in Section 20 of this Article I. Periods of service with a company which becomes an Employing Company or with a predecessor of that company (including any such periods before January 1, 2009) prior to the time that such company becomes an Employing Company shall be treated as Benefit Service hereunder to the extent, if any, that the Board of Directors so determines, as set forth in an applicable Appendix to the Plan. Notwithstanding any other provision of the Plan to the contrary, no period of Employment performed after the Freeze Date shall be considered service for any purpose other than vesting and determining eligibility for Early Retirement under the Plan. 12. Board of Directors means the board of directors of Unify Inc., as constituted from time to time, or any successor thereto. 13. Cash Balance Benefit means a Single Life Annuity payable to a Cash Balance Member for his or her life, commencing on the Member s Benefit Commencement Date, which is determined by calculating the Member s Account as of the date of determination, and then dividing by the applicable Annuity Conversion Factor. Pay Member. 14. Cash Balance Member means a Member who is not a Final Average 15. Company means Unify Inc., from October 15, 2013 and thereafter, and Siemens Enterprise Communications, Inc. from August 31, 2008 through October 14, Any and all such references to the Company herein shall be deemed to mean Unify Inc. and Siemens Enterprise Communications, Inc., to the extent applicable. 16. Compensation means all cash compensation received by a Member from an Employing Company (or from another Affiliated Company to the extent provided in Section 8 of Article V), including base pay, bonuses (other than retention, stay, discretionary, sign-on, special, and long-term incentive bonuses), overtime payments, shift differentials and commissions, pay during periods of short-term disability, and compensation deferral 5

9 reductions made pursuant to a plan qualifying under Section 125 of the Internal Revenue Code (but not including Flex Credits under the Flexible Benefits Program) or under Section 401(k) of the Internal Revenue Code or to obtain qualified transportation benefits under Section 312(f)(4) of the Internal Revenue Code; but Compensation shall exclude contributions (other than contributions made pursuant to an Internal Revenue Code Section 401(k) deferral election) to and payments from any plan of deferred compensation (including, but not limited to, this Plan, the Siemens Enterprise Communications, Inc. Savings Plan, the Unify Inc. Deferred Compensation Plan, and the Unify Inc. Pension Preservation Plan), premiums paid for group insurance coverages, welfare benefits, car and expense allowances and similar payments, severance payments, and accrued but unused vacation pay. Notwithstanding the foregoing, regular pay (as described in Treasury Regulation Section 1.415(c)-2(e)(3)(ii)) provided after severance from employment (as described in Treasury Regulation Section 1.415(a)-1(f)(5)) will not be treated as a severance payment if (i) the payment is regular compensation for services during the Member s regular working hours, or compensation for services outside the Member s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, (ii) the payment would have been paid to the Member prior to a severance from employment if the Member had continued in employment with the Employing Company, and (iii) the amount is paid by the later of 2½ months after severance from employment with the Employing Company or the end of the limitation year that includes the date of severance from employment with the Employing Company. The annual compensation of each Member taken into account in determining benefit accruals in any Plan Year, beginning after December 31, 2001, shall not exceed $200,000. Annual compensation means compensation during the Plan Year or such other consecutive 12-month period over which compensation is otherwise determined under the Plan (the determination period ). The $200,000 limit on annual compensation shall be adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living adjustment in effect for a calendar year applies to annual compensation for the determination period that begins with or within such calendar year. If a determination period consists of fewer than 12 months, the annual Compensation limit set forth in the preceding paragraph is an amount equal to the otherwise applicable annual Compensation limit multiplied by a fraction, the numerator of which is the number of months in the short determination period and the denominator of which is 12. Notwithstanding any other provision of the Plan to the contrary, no compensation earned after the Freeze Date shall be considered for any purposes under the Plan. 17. Deferred Retirement Date means, in the case of a Member who continues in employment after his or her Normal Retirement Date, the first day of the calendar month coincident or next following the date of the Member s actual retirement. 18. Employee means any person who is employed by one or more Employing Companies and who receives regular compensation other than a pension, retirement allowance, retainer or fee under contract, but excluding (i) any person covered by a collective bargaining agreement entered into with one or more of the Employing Companies, 6

10 which agreement does not provide coverage of such person by this Plan, and (ii) any hourly-paid or salary-paid employee in a group specifically excluded from coverage by an Employing Company. Notwithstanding the foregoing, any person in special employment shall not be considered an Employee. A person shall be considered in special employment for any period if he or she was transferred to the employment of an Employing Company from employment with an Affiliated Company which does not participate in the Plan, but only during such time as he or she accrues a benefit under a defined benefit pension plan which is maintained by such Affiliated Company. Notwithstanding the foregoing, any person who is classified by an Employing Company as a leased employee or independent contractor shall not be an Employee for any purposes of this Plan, even if such person is subsequently determined to be a common law employee by a local, state, or federal court or governmental entity or agency thereof. However, solely for purposes of determining eligibility for membership under Article II and vesting under Section 6 of Article IV or under Section 5 of Article V, any person (i) who was formerly classified as a leased employee or independent contractor, (ii) who is determined by an Employing Company to have performed any services as a common law employee of the Employing Company or as a leased employee as defined in Section 414(n) of the Internal Revenue Code during such period of classification, and (iii) who then becomes an Employee shall be treated as an Employee during his or her prior period of employment as a common law employee of the Employing Company or as a leased employee as defined in Section 414(n) of the Internal Revenue Code. The term leased employee means any person (other than an employee of the recipient) who pursuant to an agreement between the recipient and any other person (leasing organization) has performed services for the recipient (or for the recipient and related persons determined in accordance with Section 414(n)(6) of the Internal Revenue Code) on a substantially full-time basis for a period of at least one year, and such services are performed under the recipient s primary direction or control. 19. Employing Companies means the Company and any Affiliated Company, provided that the Board of Directors shall approve the participation in the Plan of such Affiliated Company and provided the board of directors of such Affiliated Company shall elect to participate in the Plan. If a Member of the Plan is transferred from an Employing Company to an Affiliated Company that does not participate in the Plan, the employment of such person by such Affiliated Company or by any other such Affiliated Company to which he or she is subsequently transferred may be treated for the purpose of determining his or her rights and benefits under the Plan as employment by an Employing Company only to the extent provided in Section 8 of Article V. 20. Employment means (i) the individual s employment under the Siemens Pension Plan as of December 31, 2008, plus, (ii) beginning on or after January 1, 2009, the period during which an individual maintains an employment relationship with any of the Affiliated Companies. If an individual leaves Employment on the 20th day or later of a 7

11 particular month, his or her Employment will include a full month for that particular month. In addition, periods of service with a company which becomes an Affiliated Company or with a predecessor of that company (including any such periods before January 1, 2009) prior to the time that such company becomes an Affiliated Company shall be treated as Employment hereunder to the extent, if any, that the Board of Directors so determines, as set forth in an applicable Appendix to the Plan. An individual s employment relationship commences on the first day such individual performs duties for an Affiliated Company and ends on the date on which the individual quits, retires, is discharged, or dies. The employment relationship shall be deemed to exist during the following periods: (a) A period of absence with pay on account of vacation, holiday, or paid leave of absence; (b) A period of absence on account of military service provided such individual returns to active employment with an Affiliated Company while his or her reemployment rights are protected by the Uniformed Services Employment and Reemployment Rights Act of 1994, or other applicable law. If the individual does not so return, he or she shall be deemed to have quit as of the date he or she left employment with the Affiliated Companies to enter military service; (c) A period of absence while on leave of absence without pay approved by an Affiliated Company, provided such individual returns to active employment with an Affiliated Company immediately following such leave. In no event shall an approved leave of absence without pay exceed 12 months. If the individual violates the terms of the leave, he or she shall be deemed to have quit as of the date of such violation. If the individual fails to return to active employment with the Affiliated Companies immediately after such leave, he or she shall be deemed to have quit as of the last day of the approved leave, unless he or she is otherwise deemed to have quit as of an earlier date; and (d) Any other period of absence following quit, retirement, or discharge if such individual returns to employment with an Affiliated Company within 12 months following such quit, retirement or discharge. In calculating an individual s period of Employment, all periods of employment determined under the foregoing rules (whether or not consecutive) shall be aggregated except that employment prior to any quit, retirement, or discharge shall not be aggregated and shall not be taken into account in the case of a re-employed individual if both of the following conditions are met: (1) The individual did not have a vested right to any benefits under the Plan at the time of such quit, retirement, or discharge; and 8

12 (2) The period between such quit, retirement, or discharge and the date of reemployment equals or exceeds the greater of (A) 60 months or (B) the period of employment before such quit, retirement, or discharge. Solely for the purpose of determining an individual s period of absence pursuant to subparagraph (2) above or pursuant to Section 7 of Article V (and for no other purposes of the Plan), if an individual is absent by reason of a Maternity or Paternity Absence, the individual s date of quit, retirement, or discharge shall not be deemed to have occurred by reason of such Maternity or Paternity Absence prior to the end of the 24-consecutive-month period beginning on the first day of such Maternity or Paternity Absence. 21. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time. 22. Final Average Pay Member means any Member who was a prior plan member under the Siemens Pension Plan on or before December 31, Freeze Date means December 31, The Freeze Date is the date as of which benefit accruals cease under the Plan and (a) no Member shall accrue any benefit or additional benefit after December 31, 2009; (b) no Compensation increases earned by a Member after December 31, 2009 shall be used to compute any accrued benefit due and owing to any Member after December 31, 2009; and (c) no period of Employment performed after December 31, 2009, shall be considered service for any purpose other than vesting and determining eligibility for Early Retirement, as applicable, under the Plan. 24. Grandfathered Benefit means a Cash Balance Member s accrued benefit under the Siemens Pension Plan calculated as of December 31, 2000 based on the terms of the Siemens Pension Plan as in effect on December 31, Hour of Service means: (a) Each hour for which a person is paid or entitled to payment by an Affiliated Company for the performance of duties. (b) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Affiliated Company, with no duplication of credit for hours. (c) Each hour, in addition to the hours in paragraph (a) above, for which the person is directly or indirectly paid or entitled to payment by an Affiliated Company on account of a period of time during which no duties are performed due to vacation, holiday, illness, disability, lay-off, jury duty, military duty, or leave of absence. No more than 501 hours shall be credited under this paragraph (c) on account of any single continuous period during which he or she performs no duties. 9

13 (d) Hours of Service shall be calculated and credited in accordance with the rules of Department of Labor Regulations Section b Interest Credit means a credit made to the Account of a Cash Balance Member pursuant to Section 2 of Article IV. 27. Internal Revenue Code means the Internal Revenue Code of 1986, as amended from time to time. 28. Investment Committee means the committee appointed by the Board of Directors to manage and administer the investment of Plan assets as provided for in Article XI. reasons: 29. Maternity or Paternity Absence means an absence for the following (a) (b) By reason of the pregnancy of the individual, By reason of the birth of a child of the individual, (c) By reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (d) For purposes of caring for such child for a period beginning immediately following such birth or placement. In no case shall a period of absence be treated as a Maternity or Paternity Absence unless the individual furnishes to the Administrative Committee such timely information as the Administrative Committee may reasonably require to establish that the absence is for one of the reasons specified above. 30. Member means an Employee who has met the requirements for membership as set forth in Article II. 31. Normal Retirement Age means the later of (i) the Member s 65th birthday or (ii) the earlier of his or her completion of five years of Employment or the fifth anniversary of his or her commencement of membership in the Plan or in the Siemens Pension Plan. 32. Normal Retirement Date means the first day of the calendar month coinciding with or next following the Member s attainment of his or her Normal Retirement Age. 33. Optional Joint and Survivor Annuity means the payment of Retirement Income having a value Actuarially Equivalent to payment of such Retirement Income to the Member in the Single Life Annuity form, providing for equal monthly 10

14 payments over the life of the Member with either 50%, 66-2/3%, 75%, or 100% (as selected by the Member when electing the form of payment) of such amount continuing to be paid monthly following the death of the Member to the Member s Beneficiary over the life of such Beneficiary. 34. Pay Credit means a credit made to the Account of a Cash Balance Member pursuant to Section 3 of Article IV. 35. Plan means the Siemens Enterprise Communications, Inc. Pension Plan, as set forth herein, and as it may be amended from time to time. 36. Plan Year means the 12-month period commencing on the first day of January and ending on the last day of December. 37. Qualified Joint and Survivor Annuity means the payment of Retirement Income having a value Actuarially Equivalent to payment of such Retirement Income to the Member in the Single Life Annuity form, providing for equal monthly payments over the life of the Member with 50% of such amount continuing to be paid monthly following the death of the Member to the Member s surviving Spouse over the life of such Spouse. 38. Retirement Income means the annual pension amount, payable monthly, provided under the Plan. 39. Single Life Annuity means the payment of Retirement Income over the life of the Member or Beneficiary, as the case may be, with no further benefit payable upon the death of such Member or Beneficiary. 40. Spouse means the wife or husband to whom a Member was legally married on the earlier of (i) the Member s Benefit Commencement Date or (ii) the time of the Member s death, provided that such marriage had occurred at least one year prior to his or her death. 41. Temporary Employee means an Employee other than a regular full-time or regular part-time employee as reflected in the records of the Employing Company. 42. Total and Permanent Disability means generally the condition of a Member that has resulted in his being approved for payment of benefits, directly or indirectly, under any long-term disability plan maintained by an Employing Company; such approval shall be made by such person and pursuant to such rules and criteria as are prescribed in the procedures of any such plan. In the event that a Member is not covered by a long-term disability plan maintained by an Employing Company, the Administrative Committee, in its sole discretion, shall determine whether such Member has suffered a Total and Permanent Disability. In making such determination, the Administrative Committee shall use the definitions and criteria established and set forth in the long-term disability plan maintained by 11

15 an Employing Company and, if consistent with such criteria, may require such medical proof as it deems necessary, including the certificate of one or more licensed physicians selected by the Administrative Committee; the decision of the Administrative Committee as to Total and Permanent Disability shall be final and binding. 43. Trust Agreement means the agreement for the administration of the Trust Fund and any and all amendments to said agreement. 44. Trust Fund means all monies and property held by the Trustee (or any nominee thereof) pursuant to the Trust Agreement and the Plan. To the extent indicated by context, Trust Fund may refer to all of the Trust Funds under the Plan. 45. Trustee means the trustee of the Trust Fund or any successor trustee thereof. To the extent indicated by context, Trustee may refer to all of the Trustees or Trustee groups for the Trust Funds. 12

16 ARTICLE I. ARTICLE II. MEMBERSHIP 1. Each individual who satisfies the following requirements shall be a Member as of January 1, 2009: (a) He or she was a participant in the Siemens Pension Plan as of December 31, 2008; and (b) He or she is listed on Part A or Part C of Schedule 4 to the Local Asset Transfer Agreement between Siemens Communications, Inc. and the Company dated August 31, 2008, as he or she either: (A) Was actively employed by Siemens Communications, Inc. as of August 31, 2008, or (B) Retired or terminated employment with Siemens Communications, Inc. on or after October 1, 2006 but before August 31, 2008, provided he or she was employed by Siemens Communications, Inc. primarily in connection with the business ultimately comprising the Company as of his or her last day of employment with Siemens Communications, Inc. No other individual shall be eligible to participate in the Plan. 2. Each Employee who becomes a Member shall continue as such during the period of his or her Employment with any of the Employing Companies (but excluding any period during which he or she is not an Employee). 3. Notwithstanding anything in this Plan to the contrary, no individual who is initially hired or who is rehired by an Employing Company or by an Affiliated Company on or after January 1, 2009 shall be eligible to be a Member of the Plan, regardless of whether such individual is an Employee of an Employing Company. 13

17 ARTICLE III. RETIREMENT DATES 1. Any Member may retire on his or her Normal Retirement Date and receive (i) in the case of a Cash Balance Member, benefits computed in accordance with Section 5 of Article IV, or (ii) in the case of a Final Average Pay Member, benefits computed in accordance with Sections 1 and 2 of Article V. Such benefits shall begin as of the Normal Retirement Date. 2. Any Final Average Pay Member may retire earlier than his or her Normal Retirement Date provided that: (a) Such Final Average Pay Member files a written application for such early retirement with the Administrative Committee, and (b) On the date of early retirement the Final Average Pay Member has reached his or her 55th birthday and has completed 10 years of Employment. Such Member s Retirement Income shall be computed pursuant to the Average Final Compensation Benefit formula in accordance with Section 3 of Article V. 3. In the event that the Employment of a Member continues past his or her Normal Retirement Date, his or her Benefit Commencement Date shall be the first day of the month coincident with or next following his or her actual retirement except as otherwise provided in Section 11 of Article VIII. Such Member shall receive (i) in the case of a Cash Balance Member, benefits computed in accordance with Section 5 of Article IV, or (ii) in the case of a Final Average Pay Member, benefits computed in accordance with Sections 1 and 2 of Article V. 14

18 ARTICLE IV. CASH BALANCE BENEFITS 1. An Account shall be established for each Cash Balance Member on January 1, The opening balance as of January 1, 2009 of the Account of each Cash Balance Member shall be equal to the Cash Balance Member s account under the Siemens Pension Plan as of December 31, As of the last day of each calendar month ending prior to a Cash Balance Member s Benefit Commencement Date (or, if the Cash Balance Member has not satisfied the vesting requirements described in Section 6 of this Article IV at the time of his or her termination of employment with the Employing Companies, as of the last day of each calendar month ending prior to the Cash Balance Member s termination of employment), such Cash Balance Member s Account shall be credited with an Interest Credit equal to the interest earned for such month on the balance in such Account as of the first day of such month based on a pro rata portion of the annual rate of interest on 30-year Treasury securities as of August of the calendar year next preceding the calendar year in which such month falls, but in no event shall such interest rate in any Plan Year be less than 4.06%. Notwithstanding the foregoing, in no event will a Cash Balance Member s Account, determined as of his or her Benefit Commencement Date, be less than the opening balance of the Account as of January 1, Notwithstanding the cessation of Pay Credits as of the Freeze Date as described in Section 3 below and Article XIX, Members who have account balances under Section 1 above as of the Freeze Date shall continue to receive the Interest Credit described in Section 2 after the Freeze Date to the extent required by applicable law. 3. As of the last day of each calendar month, a Cash Balance Member s Account shall be credited with a Pay Credit equal to the applicable percentage (determined pursuant to the table set forth below) of such Cash Balance Member s Compensation received for his or her services as an Employee for such month; provided, however, that (i) Compensation shall be recognized for this purpose only through the Member s date of termination of employment as an Employee with the Employing Companies, and (ii) in the case of a Member who is terminating employment as an Employee with the Employing Companies, Pay Credits shall be made as of the date of termination of the Member s employment as an Employee to reflect Compensation paid from the end of the prior month through such date of termination of employment. 15

19 Number of Completed Years of Employment Contribution Level S200 Contribution Level S300 Less than % 3.00% At least 5 but less than % 3.75% At least 10 but less than % 4.50% At least 15 but less than % 6.00% At least 20 but less than % 7.50% At least 25 but less than % 9.00% 30 or more 7.50% 11.25% For purposes of the above table, a Member s number of completed years of Employment is determined as of the end of the month with respect to which the Pay Credit is being credited, and the applicable Contribution Level is based on the employing company (as such term was defined under the Siemens Pension Plan) by which the Member was employed as of December 31, 2008 (or at the time of termination of employment if termination of the Member s employment occurred prior to December 31, 2008). The Contribution Level for each employing company is set forth in Table B hereto. Notwithstanding the foregoing, Pay Credits provided as described in this Section 3 shall cease as of the Freeze Date. 4. Upon conversion of a Cash Balance Member s Account to an annuity or lump sum, or upon commencement of payment of a Cash Balance Member s Account to a Beneficiary, such Account shall cease to exist. However, a Cash Balance Member may have a new Account established after a Benefit Commencement Date as provided in Sections 8, 9, 10 or 11 of this Article IV. 5. A Cash Balance Member who retires on his or her Normal Retirement Date or Deferred Retirement Date shall be entitled to receive his or her Accrued Benefit, in the form determined pursuant to Article VIII, on or commencing as of his or her Normal Retirement Date or Deferred Retirement Date, as the case may be. 6. A Cash Balance Member whose employment with all Affiliated Companies terminates for any reason other than death after satisfying the vesting requirements described below, but prior to his or her Normal Retirement Date, shall be entitled to receive the greater of his or her Cash Balance Benefit or the Actuarial Equivalent of such Cash Balance Member s Grandfathered Benefit payable as a Single Life Annuity for the Cash Balance Member s life, in the form determined pursuant to Article VIII, on or 16

20 commencing as of such Benefit Commencement Date on or after termination of his or her employment as the Cash Balance Member may elect but not later than the first day of the calendar month coinciding with or next following the later of (i) his or her attainment of age 65 or (ii) the date of his or her termination of employment with all Affiliated Companies. A Cash Balance Member shall satisfy such vesting requirements on the earliest of (i) completion of at least three years of Employment, (ii) attainment of his or her Normal Retirement Age, (iii) termination of employment following a period of the Member s disability (as defined in Section 3 of Article VI) of at least 12 months, (iv) termination of employment by reason of permanent layoff (including a permanent layoff by reason of the sale of the business unit in which the Member is employed), or (v) his or her transfer of employment to an Affiliated Company located outside the United States that is not an Employing Company. A Cash Balance Member who has not satisfied the vesting requirements upon termination of employment shall have no right to receive any portion of his or her Accrued Benefit derived from Employing Company contributions. Notwithstanding anything in this Plan to the contrary, a Cash Balance Member who was a member in the Siemens Pension Plan as of December 31, 2008 shall be fully vested in his Accrued Benefit at all times. 7. Notwithstanding anything in this Plan to the contrary, if a Cash Balance Member terminates employment on or after having satisfied the conditions for early retirement applicable under the terms of the Siemens Pension Plan as in effect on December 31, 2000 but before reaching his or her Normal Retirement Date, the benefits payable to such Member shall in no event be less than the benefits that he or she would have received under the terms of the Siemens Pension Plan as in effect on December 31, 2000 based on his or her accrued benefit computed as of December 31, 2000 using the early retirement reduction factors applicable under the terms of the Siemens Pension Plan as in effect on December 31, If the Employment of a Cash Balance Member terminates and such Cash Balance Member is rehired as an Employee before his or her Benefit Commencement Date, such Cash Balance Member s Account as of the date of his or her termination of Employment will be restored and will be credited with Interest Credits for the period of termination unless the Cash Balance Member s prior period of Employment is disregarded upon rehire pursuant to Section 20 of Article I. If such prior period of Employment is disregarded, the Cash Balance Member s opening balance in his or her Account as of the date of rehire will be zero. 9. If the employment of a Cash Balance Member terminated and (i) his or her benefits under the Siemens Pension Plan had commenced in a form other than a lump sum distribution, (ii) he or she was rehired under the terms of the Siemens Pension Plan before July 1, 2001 and before attaining age 65, and (iii) he or she resumed benefit-suspension service as defined in Section 9(a)(A) of Article VIII, such Cash Balance Member s Plan benefits with respect to his or her period of employment before termination of employment ceased under the Siemens Pension Plan. Such Cash Balance Member s opening balance in his or her cash balance account under the Siemens Pension Plan as of the date of rehire was equal to the actuarial equivalent value of the remaining Siemens Pension Plan benefits in respect of 17

21 such Cash Balance Member s period of employment prior to his or her termination of employment. If such Cash Balance Member s service upon rehire was not benefitsuspension service, such Cash Balance Member s Siemens Pension Plan benefits with respect to his or her period of employment before termination of employment continued, and such Cash Balance Member s opening balance in his or her account under the Siemens Pension Plan as of the date of rehire was zero. Provisions similar to those set forth in this Section also applied to a person whose employment terminated prior to January 1, 2001, who was rehired before July 1, 2001 and who was a cash balance member under the Siemens Pension Plan upon his or her rehire after January 1, Except as otherwise provided in Section 9, if the Employment of a Cash Balance Member terminates and such Cash Balance Member is rehired by an Employing Company or an Affiliated Company and his or her Plan benefits had commenced prior to rehire in a form other than a lump sum distribution, such Cash Balance Member s Plan benefits with respect to his or her period of Employment before termination of employment will continue after such Cash Balance Member s rehire, regardless of whether such Cash Balance Member resumes benefit-suspension service as defined in Section 9(a)(A) of Article VIII of the Plan. In such case, where a Cash Balance Member s Plan benefits continue after he or she is rehired, the Cash Balance Member s opening balance in his or her Account as of the date of rehire will be zero. This Section 10 shall apply to a Cash Balance Member who, prior to January 1, 2009, terminated employment and was rehired by an employing company or an affiliated company (as such terms were defined under the Siemens Pension Plan) and whose Siemens Pension Plan benefits had commenced prior to rehire in a form other than a lump sum distribution. 11. If the Employment of a Cash Balance Member terminates and such Cash Balance Member is rehired after he or she has received a lump sum distribution of his or her vested benefit under the Plan, the Cash Balance Member s opening balance in his or her Account as of the date of rehire will be zero. Such Cash Balance Member may not recontribute the lump sum distribution to the Plan. Special provisions applicable to a Cash Balance Member who is rehired by an Employing Company are set forth in Table A. 12. If a Cash Balance Member transfers from an Employing Company to an Affiliated Company that is not an Employing Company, he or she shall be deemed not to have terminated his or her Employment with the Employing Companies only for the purposes of determining his or her period of Employment for vesting purposes and the date on which benefit payments to him or her shall commence pursuant to this Article IV. Such Cash Balance Member s Account shall continue to be credited with Interest Credits as provided in Section 2 of Article IV but no Pay Credits shall be credited for his or her period of service with such Affiliated Company that is not an Employing Company. The Cash Balance Member s subsequent termination of Employment from such Affiliated Company (including death or retirement but excluding transfer to another Affiliated Company described in this Section) shall be treated for purposes of the Plan as termination of Employment from an Employing Company. References to Member in this Plan shall be deemed to include such a former Member while he or she is employed by such non-participating Affiliated Company (unless the context indicates otherwise). 18

22 13. Notwithstanding anything in this Plan to the contrary, if a Cash Balance Member is rehired on or after January 1, 2009 by an Employing Company or an Affiliated Company, such Cash Balance Member will not be eligible for participation in the Plan upon his or her rehire, and such Cash Balance Member shall not be eligible for any Pay Credits under Section 3 of Article IV of the Plan with respect to any employment upon rehire. However, any Account which such Cash Balance Member has in the Plan upon his or her rehire shall continue to be eligible for Interest Credits in accordance with the terms and conditions of the Plan. Also, the employment which such Cash Balance Member has with an Employing Company or an Affiliated Company on or after January 1, 2009 shall be counted as Employment under Section 20 of Article I of the Plan if it otherwise meets the requirements of Section 20 of Article I of the Plan. 19