Summary Plan Description

Transcription

1 Akin Gump Strauss Hauer & Feld LLP 401(k) Profit Sharing Plan Summary Plan Description FOR ATTORNEYS, ADVISORS, SENIOR EXECUTIVES, STAFF AND PARALEGALS > DECEMBER 1, 2017

2 Akin Gump Strauss Hauer & Feld LLP 401(k) Profit Sharing Plan This document is a Summary Plan Description (SPD) for the Akin Gump Strauss Hauer & Feld LLP 401(k) Profit Sharing Plan as amended and restated effective January 1, The SPD has been updated as of December 1, If there are discrepancies between this summary and the plan document, the plan document will govern. This Summary Plan Description replaces and will supersede all previous summary plan description materials.

3 ABOUT THE PLAN...2 For More Information...2 PARTICIPATION IN THE PLAN... 3 Eligibility... 3 Ineligible Employees... 3 Eligibility for Your Contributions... 3 Eligibility for Match and Profit Sharing Contributions for Staff and Paralegals... 3 Eligibility for Match and Profit Sharing Contributions for Senior Executives... 3 Eligibility Upon Rehire for Match and Profit Sharing... 3 CONTRIBUTIONS TO THE PLAN... 4 Your Pre-tax and Roth 401(k) Contributions... 4 After-tax Contributions... 4 Comparing Your Contribution Options...5 Match Contributions for Senior Executives, Staff and Paralegals...5 Profit Sharing Contributions for Staff and Paralegals...6 Profit Sharing Contributions for Senior Executives...6 Rollover Contributions from Other Qualified Plans...6 Auto Rate Increases and Re-Enrollment...6 Contribution Rate Escalator... 7 In-Plan Roth 401(k) Conversions... 7 VESTING OF PROFIT SHARING CONTRIBUTIONS... 7 LIMITS TO YOUR ACCOUNT... 8 Non-Discrimination Testing... 8 FORFEITURES... 8 INVESTING IN THE PLAN... 8 Self-Directed Brokerage Account...9 Investment of Your Profit Sharing Contributions...9 Deciding Which Funds to Choose...9 Voya Retirement Advisors (VRA) Rebalancing Your Account Determining the Value of Your Account...11 RECEIVING PLAN BENEFITS WHILE IN ACTIVE EMPLOYMENT...11 In-Service Withdrawals...11 Loans...11 Hardship Withdrawals...13 AFTER LEAVING THE FIRM...13 Payment of Your Account...13 Payment of Your Account Upon Retirement...14 Payment of Your Account Upon Disability...14 Payment of Your Account Upon Your Death...15 BENEFICIARY DESIGNATION...15 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDER...15 TAXATION...15 FEES AND EXPENSES...16 Plan Administration Fees...16 Investment Consultant Fees...16 Asset Management Fees...16 Brokerage Fees...16 Individual Fees...16 INVESTMENT FUND REVENUE...17 IMPORTANT INFORMATION ABOUT THE PLAN AND YOUR ERISA RIGHTS...17 Benefits Not Guaranteed or Insured...17 Change of Address...17 Plan Termination/Amendment...17 Top Heavy Rules...18 No Guarantee of Employment...18 Assignment of Benefits and Rights...18 Credit for Certain Military Service...18 Participant Rights Under Erisa...18 Claims Procedures...19 BASIC PLAN INFORMATION DEFINITIONS...21 APPENDIX A

4 ABOUT THE PLAN An important part of managing your career is planning for your future. During your years of employment, you work together with Akin Gump Strauss Hauer & Feld LLP (the firm ) to build security for your future. The Akin Gump Strauss Hauer & Feld LLP 401(k) Profit Sharing Plan (the Plan ) provides you, as a Participant in the Plan, an opportunity to accumulate savings while you are working for the firm. The firm has established this retirement plan to help provide financial security upon your retirement. Even if you do not intend to work for the firm until you retire, there are advantages to participating in the Plan. The Akin Gump Strauss Hauer & Feld LLP 401(k) Profit Sharing Plan will be known throughout this document as the Plan. Effective January 1, 2001, the Akin Gump Strauss Hauer & Feld Target Benefit Plan (the Target Benefit Plan ), the Akin Gump Strauss Hauer & Feld Defined Contribution Plan (the Sponge Plan ), the Akin Gump Strauss Hauer & Feld Section 401(k) Plan, and the Akin Gump Strauss Hauer & Feld Section 401(k) Plan For Associates were merged into the Plan. We emphasize that this Summary Plan Description is a highlight of the more important provisions of the Akin Gump Strauss Hauer & Feld LLP 401(k) Profit Sharing Plan as amended and restated effective January 1, Every attempt has been made to summarize the Plan provisions; however, if there are discrepancies between this summary and the plan document, the plan document will govern. This Summary Plan Description replaces and will supersede all previous summary plan description materials. For More Information PLAN WEBSITE MOBILE APP INFORMATION LINE AkinGump.voya.com Voya Retire AG.4015 (x4401k or ) Managing Your Account Through the Plan website and Information Line you have access to a variety of retirement planning resources, savings and investing support and Plan information. Some of the key account management features available through the Plan website include: Your Account: review your balances, make contribution decisions, make investment election decisions, and rebalance your account. You can also get savings and investing help from Voya Retirement Advisors (VRA), powered by Financial Engines, as well as model and/or request a loan or withdrawal. Investments: review fund performance and obtain information about the investment options available, including fact sheets. Plan Information: overview of the Plan s key features and access to Plan documents and forms. In addition to the Plan website, you can also access your account and conduct transactions through a mobile device. Search Voya Retire in your preferred app store. You will need your password issued by Voya Financial to access your account. If you need to request a password reminder, you can do so through the Plan website or Information Line. If you wish to speak with a Customer Service Associate or VRA Investment Advisor Representative, you can contact the Information Line. Transactions are available through a representative. 2 Plan Recordkeeper Voya Financial (NYSE: VOYA) is the recordkeeper for the Plan. For more information, visit voya.com. 1 iphone is a trademark of Apple Inc., registered in the U.S. and other countries. App Store is a service mark of Apple Inc. Android is a trademark of Google Inc. Amazon and Kindle are trademarks of Amazon.com, Inc. or its affiliates.

5 PARTICIPATION IN THE PLAN Eligibility Generally, non-partner employees are eligible to participate in the Plan (or parts thereof) provided they are at least age 21. Ineligible Employees Employees who are: (1) seasonal or temporary employees, (2) under a collective bargaining agreement, or (3) nonresident aliens or U.S. citizens paid outside the U.S. are not eligible to participate in the Plan. All non-partner attorneys are ineligible for match and profit sharing contributions. Eligibility for Your Contributions You are eligible to make contributions to the Plan immediately upon your date of hire provided that you are an eligible employee. Eligibility for Match and Profit Sharing Contributions for Staff and Paralegals To be eligible for match and profit sharing contributions, you must be a non-attorney with one full calendar year of service. Generally, you are eligible for contributions in the year following your date of hire and must meet all other eligibility requirements in the Plan year. Eligible hourly employees hired after January 1, 2008 are eligible for match contributions, but not profit sharing contributions. Eligibility example: HIRED ON ELIGIBLE FOR MATCH AND PROFIT SHARING CONTRIBUTION MADE INTO ACCOUNT March 2, Early 2019 Eligibility for Match and Profit Sharing Contributions for Senior Executives Senior executives are immediately eligible for match and profit sharing contributions and must meet all other eligibility requirements in the Plan year in order to receive the contributions. Eligibility Upon Rehire for Match and Profit Sharing Generally, if you leave the firm after becoming eligible to participate in the Plan and then are rehired without incurring a 1-year break in service, you will be immediately eligible to participate upon rehire as long as you are still an eligible employee able to participate on that date. If you leave the firm and become rehired after incurring a 1-year break in service, you must meet eligibility requirements again. 3

6 CONTRIBUTIONS TO THE PLAN Your 401(k) Profit Sharing Account may include: Pre-tax contributions Roth 401(k) contributions After-tax contributions Match contributions Profit sharing contributions Rollover contributions Investment gains or losses Your Pre-Tax and Roth 401(k) Contributions Upon hire or when you become eligible for the Plan, you will automatically be enrolled at a 5% pre-tax contribution rate. You may change the amount of your contribution at any time, up to 100% of your pay (subject to IRS plan limits), through the Plan website or the Information Line. If you do not wish to contribute to the Plan, you have 90 days from the first contribution made to the Plan to opt out and receive a distribution of the account balance (including gains and/or losses) without withdrawal penalties. After 90 days you can still opt out; however, contributions will remain in the Plan. You may elect to contribute on a pre-tax or Roth 401(k) basis, or a combination of both up to the maximum dollar amount determined each year by the Internal Revenue Service. Refer to the chart on page 5 for a comparison of pre-tax and Roth 401(k) contributions. If you are age 50 (or will be in the current Plan year) or older, you are eligible to make additional catch-up contributions to the Plan. Visit the Plan website or contact the Information Line for the current year plan limits. Your elections may be specific dollar amounts or percentages of your gross compensation, which will be deducted each pay period and deposited in the Plan as soon as practical after each pay period into your account. Your contribution elections are in effect for each pay period until they are changed by you. If your contributions reach the IRS maximum dollar limit (including catch-up contributions, if applicable), your contributions to the Plan will stop for the remainder of the Plan year and will restart at the beginning of the next Plan year. You may change your pre-tax or Roth 401(k) contribution election at any time through the Plan website or the Information Line. For 2018, the annual IRS dollar limit for pre-tax and/or Roth 401(k) contributions is $18,500. If you will be age 50 or older by December 31, you can make up to an additional $6,000 in catch-up contributions. IRS limits are indexed annually for inflation. After-Tax Contributions When your pre-tax and Roth 401(k) contributions have reached the annual IRS limit (not including catch-up), you may then save and invest more by making after-tax contributions. After-tax contributions are deducted from your paycheck after taxes have been calculated, so you do not get a current tax deferral. The combined total of all 401(k) contributions, excluding catch-up contributions but including pre-tax, Roth 401(k), profit sharing, match and after-tax contributions, cannot exceed $55,000 for This limit will be monitored by Firm HR and a refund of your after-tax contributions may be necessary if other contributions cause the limit to be exceeded. If a refund is required, you will receive it no later than April 15, following the close of the Plan year. After-tax contribution elections will stop at the end of each Plan year and will need to be re-elected once you are eligible in the next Plan year. 4

7 COMPARING YOUR CONTRIBUTION OPTIONS FEATURE PRE-TAX CONTRIBUTIONS ROTH 401(k) CONTRIBUTIONS AFTER-TAX CONTRIBUTIONS Contribution limit $18,500 in 2018; limit applies to pre-tax and/or Roth 401(k) combined Once you maximize the pre-tax and/or Roth 401(k) contribution limit in a calendar year; you may then make after-tax contributions. 2 Age 50 catch-up contribution limit $6,000 in 2018; limit applies to pre-tax and/or Roth 401(k) combined N/A Tax treatment of contributions Pre-tax deduction; contributions reduce current taxable income, which may help to lower the taxes you pay today; contributions are taxed at the time of distribution After-tax; no current tax savings; contributions are deducted from after-tax income; contributions are not taxed at the time of distribution After-tax; no current tax savings; contributions are deducted from after-tax income; contributions are not taxed at the time of distribution Tax treatment of earnings Taxed upon distribution Not taxed if qualified distribution 3 Taxed upon distribution Loans Maximum of two loans outstanding at any one time; pre-tax contributions will be withdrawn prior to any Roth 401(k) contributions After-tax balances can be withdrawn at any time without a loan Age 59½ withdrawals Taxed upon distribution Roth 401(k) contributions can be withdrawn if for a qualified distribution 3 After-tax contributions can be withdrawn at any time Hardship withdrawals After-tax withdrawals Rollover options Contributions are available for withdrawal, but earnings are not N/A Rollovers permitted to an IRA or other employer s qualified retirement plan (as long as the Plan accepts 401(k) rollovers) After-tax balances can be withdrawn at any time After-tax balances can be withdrawn at any time Rollovers permitted to an IRA or other employer s qualified retirement plan (as long as the Plan accepts after-tax 401(k) rollovers) Match Contributions for Senior Executives, Staff and Paralegals Each Plan year, the firm, in its discretion, may elect to match your regular and catch-up contributions. If you: (1) are an eligible employee; (2) have at least 1,000 hours of service (unless employment ends due to death, disability or retirement); (3) are employed on the last day of the Plan year, or employment ends during the Plan year because of death, disability, or retirement; and (4) are making contributions of at least 3% of your total annual compensation to the Plan, your matching contribution will be equal to 10% of your contributions (including pre-tax, Roth 401(k) and catch-up 4 ). For example, if your contributions to the Plan equal $1,000 and those contributions are at least 3% of your total compensation for the Plan year, the firm will provide a matching contribution in the amount of $100. Your pre-tax, Roth 401(k) and catch-up contributions will be combined to determine if the 3% contribution requirement has been met; however, the match will apply as a pre-tax contribution. Your match contributions will be deposited into your Plan account and invested according to your investment elections of that time as soon as practical after the end of the Plan year. 2 The total contribution limit for both employee and employer contributions, if eligible, is $55,000 ($61,000 if age 50 or older). 3 In order for the Roth 401(k) investment earnings to be withdrawn tax-free, the distribution must be made at least 5 years after the first Roth contribution was made and after the participant turns age 59 ½, becomes disabled or is deceased. 4 Catch-up contributions are not matched for Senior Executives. 5

8 Profit Sharing Contributions for Staff and Paralegals Each Plan year, the firm, in its discretion, may elect to provide you with a profit sharing contribution. If you: (1) are an eligible employee; (2) have at least 1,000 hours of service (unless employment ends due to death, disability or retirement); and (3) are employed on the last day of the Plan year, or employment ends during the Plan year because of death, disability, or retirement, you will be eligible for the profit sharing contribution. The profit sharing contribution is typically 7.5% of your total compensation, if eligible, and not to exceed IRS plan limits. Your profit sharing contribution, if any, will be deposited into your Plan account as soon as practical after the end of the Plan year. See page 9 for information about Investment of Your Profit Sharing Contributions. Profit Sharing Contributions for Senior Executives Each Plan year, the firm, in its discretion, may elect to provide you with a profit sharing contribution. If you: (1) have at least 1,000 hours of service and (2) are employed on the last day of the Plan year, you will be eligible for the profit sharing contribution. The profit sharing contribution is generally equal to: The Internal Revenue Code Section 415c maximum dollar limit for defined contribution plans (see section Limits to Your Account ), minus The annual elective pre-tax limit established by the IRS, minus The maximum match contribution you would receive assuming that you contributed the maximum contributions allowable under the Plan. Your profit sharing contribution, if any, will be deposited into your Plan account as soon as practical after the end of the Plan year. See page 9 for information about Investment of Your Profit Sharing Contributions. Rollover Contributions from Other Qualified Plans You may be eligible to roll over into the Plan the taxable portion of a distribution from another eligible retirement plan. Your rollover contributions, if any, will be credited with all investment earnings and adjusted for investment losses, withdrawals, and distributions in the same manner as the rest of your balance under this Plan. To make a rollover contribution to the Plan, you must initiate the distribution with your prior plan and obtain a Rollover Enrollment Form by visiting the Plan website or contacting the Information Line. Once you receive your qualified rollover distribution check from your prior plan, submit the Rollover Enrollment Form along with your rollover check to Voya. For more information on making a rollover contribution to the Plan, contact Voya. Auto Rate Increases and Re-Enrollment Following your 1-year anniversary with the firm, if you have not made a change to the auto enrollment percentage of 5%, contributions will automatically increase in April of each year by 1% until reaching a limit of 15%. You may opt out of the automatic rate escalation at any time. 6 Participants not actively contributing any amount to the Plan since April 1 of the prior year, will be re-enrolled at a 5% pre-tax contribution rate and their savings invested according to their investment elections on record. If you do not wish to contribute to the Plan, you have 90 days from the first contribution made to the Plan to opt out of auto re-enrollment and receive a distribution of the account balance (including gains and/or losses) without withdrawal penalties. After 90 days you can still opt out; however, contributions will remain in the Plan. Your opt out election is valid for one year. You will be re-enrolled each year in which you meet the criteria for re-enrollment with the ability to opt out each year.

9 Contribution Rate Escalator You may use the Rate Escalator to automatically increase your savings by an amount of your choice at a certain period set by you. For example, you may set up the Rate Escalator to increase by 1% in January of each year. Simply visit the Plan website and link to the Contributions section. This feature will work for any contribution level you choose provided your directions are within the limits of the Plan. In-Plan Roth 401(k) Conversions This feature allows you to turn all or a portion of your non-roth 401(k) account balance into a Roth 401(k) contribution, where it has the potential to grow tax-free while remaining invested in the Plan. You might consider an in-plan Roth 401(k) conversion if: Retirement is decades away and you want to build tax-free income over the long term You haven t been making Roth 401(k) contributions and want to fund a Roth 401(k) without waiting years to build it up You expect to be in a higher tax bracket when you hit retirement age and want a larger source of tax free retirement income You don t expect to need all of the money in your 401(k) for retirement income and are looking for an income tax free inheritance vehicle for family members IMPORTANT: Please consult with your tax professional to determine if a conversion is right for you. You must pay income tax on the entire in-plan Roth 401(k) conversion amount in the year you complete the conversion, so make sure you have funds available to cover your tax liability. Also, unlike a Roth IRA, you cannot change your mind and undo an in-plan Roth 401(k) conversion. The Plan allows one Roth conversion per plan year. VESTING OF PROFIT SHARING CONTRIBUTIONS Vesting refers to your ownership of profit sharing contributions made to the Plan by the firm on your behalf. Your profit sharing contribution account will become 100% vested at retirement age if you are employed on or after that date (age 59 1 / 2 as defined in the Plan) or if your employment terminates as a result of your death or disability. At any other time, your vested percentage is based on your length of service and hours worked each year and shall equal the percentage in the schedule to the right. For purposes of vesting, you will have earned a year of vesting service once you complete 1,000 hours of service in the Plan year. All allowable service will be considered when vesting is calculated which includes prior service accumulated before incurring a 5-year break in service. You are always 100% vested in your contribution and the firm s match contribution. You are also always 100% vested in your rollover contributions. YEARS OF VESTING SERVICE VESTED PERCENTAGE Less than 2 0% 2 20% 3 40% 4 60% 5 80% 6 or more 100% 7

10 LIMITS TO YOUR ACCOUNT Federal law provides certain limitations on retirement plan allocations to a participant who is considered a highly compensated employee under the Internal Revenue Code. A highly compensated employee in the current year is one who met the 414(q) limit for the prior year. For example, if your total compensation in 2017 is equal to or more than $120,000, you will be considered highly compensated for There is also a maximum on the total contributions that can be made to this Plan for each participant. In 2018, the limit is 100% of your gross pay or $55,000 ($61,000 if you are age 50 and older), whichever is less. The limits are subject to change by the IRS as a part of the standard cost of living increase. The contributions that count as additions to your account and towards the Plan maximum are: All employee contributions (pre-tax, Roth 401(k) and after-tax) All match contributions All profit sharing contributions Contributions that are in excess of the contribution limit will be returned to you no later than the April 15th immediately following the close of the Plan year. The allowable limit includes employee contributions, but not employer contributions made with a prior employer in the same Plan year. You are required to notify the firm no later than the March 1st following the close of the Plan year as to any excess deferrals to be returned to you. Non-Discrimination Testing The government requires testing to ensure that highly compensated employees are not benefiting more under the Plan than non-highly compensated employees. This testing occurs annually and may result in excess contributions that are required to be returned to highly compensated employees. This testing is required to be completed before March 15th of the following Plan year. You will be notified if you are affected by these limitations and your contributions to this Plan must be limited to comply with these regulations. FORFEITURES If you are not 100% vested under the Plan at the time that you terminate employment, you will forfeit the unvested portion of your profit sharing balance. If you are rehired within five years of your termination date, your forfeited balance will be restored to your account or, if you previously withdrew your balance from the Plan, you may, within five years of your termination date, repay in a lump sum any money that you may have withdrawn from the Plan after you left the firm. If the distributed amount is returned within the 5-year period, your forfeited balance will also be reinstated. If you don t repay the distributed amount within the 5-year period, the original forfeited amount will not be returned to your account. Forfeitures of unvested profit sharing balances are used by the Plan Administrator to fund firm contributions and/or reduce administrative expenses. 8 INVESTING IN THE PLAN The Plan assets are held in trust for the benefit of all participants and beneficiaries. The Plan permits you to direct the investment of your pre-tax, Roth 401(k) and after-tax contributions, your match contributions, your profit sharing contributions and your rollover contributions under the Plan. That means that you decide how you want these accounts invested in the various fund choices offered by the Plan. You can invest your account, in 1% increments or whole dollar amounts to any of the funds available in the Plan. Each fund has its own objectives and level of investment risk and reward over the long term.

11 By offering you several options in which to invest your account, the firm intends the Plan to be a plan described in Section 404(c) of the Employment Retirement Income Security Act of 1974, as amended and Title 29 of the Code of Federal Regulations, Section c-1, which covers plans which allow participants to direct the investments of their account balances. This means that the Plan fiduciaries may be relieved of liability for any losses which are the direct result of your investment instructions. Self-Directed Brokerage Account In addition to the core funds offered under the Plan, you have the ability to open a TD Ameritrade Self-Directed Brokerage Account (SDBA) under the Plan in order to access exchange listed stocks, bonds and mutual funds not available in the Plan s available fund line up. There are fees associated with opening and maintaining an SDBA which will be charged to your core funds. For information regarding fees or to open an SDBA, visit the Plan website or contact the Information Line. Additionally, the firm may limit certain types of investments held within an SDBA. Investment of Your Profit Sharing Contributions The profit sharing contribution will initially be invested in the Diversified Multi-Asset Moderate Fund, but transfers to other investment funds within the Plan are permitted as soon as the firm makes the contribution and it is posted to your Plan account. Participants have the option of keeping some or all of the profit sharing contribution in the Diversified Multi-Asset Moderate Fund or moving some or all of the contribution into other funds. Pre-2015 Profit Sharing Balances Pre-2015 profit sharing balances, with investment options limited to the Diversified Multi-Asset Moderate Fund will be released gradually and thereafter available to self-direct over a five year period according to the schedule to the right. The schedule is for informational purposes only. Amounts available to transfer from the Diversified Multi-Asset Moderate Fund to another fund (or funds), will be shown on the Plan website as available to transfer. YEAR PROFIT SHARING BALANCE % % % % % Deciding Which Funds to Choose Once you are enrolled in the Plan you will need to decide how you want your contributions and rollover contributions invested. If you do not make a selection, your account will be invested in the Diversified Multi- Asset Moderate Fund. Information about the Plan s investment options, along with investment tools available to assist you in determining how to invest your account, can be obtained by visiting the Plan website or by contacting the Information Line. You can change or reallocate your investment elections at any time. Changes in the fund selection made by 4:00 p.m. ET on any business day will generally be effective on that day. Changes made after 4:00 p.m., or on a New York Stock Exchange holiday, will be effective on the next business day. The Diversified Multi-Asset Moderate Fund is the default fund in the event a participant does not make an investment election for their contributions to the Plan. The fund consists of various investments including mutual funds, hedge funds, private capital and alternative investments. It is considered a balanced fund. 9

12 Voya Retirement Advisors (VRA) 5 The Plan offers an advisory service, powered by Financial Engines, where you can get personalized, objective investment and retirement planning advice through two levels of service: Online Advice: Is designed for individuals who prefer to manage their own retirement account(s), offering personalized retirement forecasts, risk assessments, and step-by-step instructions that include savings and specific fund recommendations available at no cost. Professional Management: You can work with a VRA Investment Advisor Representative to select a personalized mix of funds available in the Plan that are appropriate for your needs. This program provides personalized advice, forecasts, one-on-one support, ongoing account management, and quarterly progress reports. For fee information or to enroll in Professional Managment, visit the Plan website or contact the Information Line. For those age 60 and older, Professional Management with Income+ 6 includes a plan for monthly payouts of the assets in your 401(k) account, when you retire, so that your savings may last until your early 90 s. If you enroll in this investment advisory service, in the years approaching retirement, your Akin Gump 401(k) Profit Sharing Plan investments will be rebalanced with those that may help to provide steady income and guard against the impact of market volatility. Rebalancing Your Account The Plan offers a feature called account rebalancing. When you enroll in the Plan, you determine your investments and the amount you wish to contribute to each investment. Over time, your investments will not reflect your original designated percentages (asset allocation) due to market fluctuations and investment gains and losses. See example below. Rebalancing is the process of realigning the weightings of your account to maintain a desired asset allocation. Initial Allocation Allocation Shift Over Time After Rebalance Fund 1 40% 36% 40% Fund 2 30% 30% 30% Fund 3 30% 34% 30% By electing the automatic rebalance feature, Voya will automatically reallocate your funds on a frequency you choose (quarterly, semi annually or annually). This ensures that the percentage of holdings in each fund reflects your original designated contribution percentages to those funds. To elect automatic rebalancing of your account, visit the Plan website and select Account > Manage Investments > Rebalance Account. 5 Advisory Services provided by Voya Retirement Advisors (VRA). For more information, please read the Voya Retirement Advisors Disclosure Statement, Advisory Services Agreement and the 401(k) Plan s Advice Services Overview. These documents may be viewed online by accessing the advisory services link(s) through the Plan website at AkinGump.voya.com. You may also request these from a VRA Investment Advisor Representative by calling the Information Line at 844.4AG.401K. Financial Engines Advisors L.L.C. acts as a sub-advisor for Voya Retirement Advisors, LLC. Financial Engines Advisors L.L.C. (FEA) is a federally registered investment advisor and wholly owned subsidiary of Financial Engines, Inc. Neither VRA nor FEA provides tax or legal consult your accountant or if you need legal advice consult your lawyer. Neither Voya Retirement Advisors nor Financial Engines Advisors can guarantee results and past performance is no guarantee of future results. Financial Engines is a registered trademark of Financial Engines, Inc. All other marks are the exclusive property of their respective owners Professional Management with Income+, payouts begin in retirement at your request. Professional Management with Income+ seeks to manage your investments to create payouts that can last into your early 90s. If you think you ll want payouts longer than that and want a lifetime guarantee, consider an optional out-of-plan annuity purchase. Guarantees of lifetime income are based on the claims-paying ability of the issuing company. However, annuities are not guaranteed to be available and are generally unavailable to those over age 85 or for balances less than $10,000. Annuities are not right for everyone and you should decide if they are appropriate for you. Financial Engines does not sell or solicit the sale of insurance products. Voya Retirement Advisors, LLC and Financial Engines, LLC do not guarantee payout amounts or payouts for life.

13 Determining the Value of Your Account Your account is valued every business day and you can access your account to verify your balance via the Plan website, mobile app, or by phone. An online account statement will be available to you within three (3) weeks after the end of each quarter showing you the value of your account at the end of the quarter. You will receive an notification once a current statement is available. To access the statement, you will be required to login to your account. You also have the option to receive paper statements, and obtain a detailed statement for any timeframe through the Plan website. RECEIVING PLAN BENEFITS WHILE IN ACTIVE EMPLOYMENT In-Service Withdrawals Your full account balance in the Plan can be withdrawn from the Plan while you are still actively employed by the firm once you have reached age 59 1 / 2 (Plan s retirement age). In addition, the Plan Administrator may approve a hardship withdrawal of your pre-tax, Roth 401(k), match and rollover contributions, after meeting certain requirements. Once you have reached age 59 1 / 2, withdrawals (full or partial) can be taken from your account without penalty. For withdrawals of pre-tax balances, you will owe regular income taxes on the money you withdraw. For Roth 401(k) balances, the withdrawal can be taken tax-free, subject to meeting Plan requirements. Note that in order to benefit from tax-free withdrawals of your Roth 401(k) balance, your first Roth contribution must remain in the Plan for at least five consecutive years. Generally, the Plan must begin to distribute a participant s account once age 70 1 / 2 is attained. The exception to this rule applies to active participants who are age 70 1 / 2. If you are actively employed with the firm and have attained age 70 1 / 2, your account balance will not be distributed to you until you actually leave the firm. If you wish to receive a distribution while still working, you may request an in-service distribution. You will receive detailed information from the Plan record keeper when you become eligible for an age 70 1 / 2 payment after leaving the firm. Loans Application and Availability The Plan loan program is provided on a uniform and nondiscriminatory manner to all participants and beneficiaries (as defined under ERISA 3(14)). You may request a loan for any purpose from your Plan account including, but not limited to, the purchase of your principal residence. You may apply for a loan from the Plan by contacting Voya either through the Plan website or by contacting the Information Line. Additional paperwork will be required if you are securing a loan for the purchase of your principal residence. Limitations on Loans If you borrow from your Plan account, repayment of the loan amount, plus interest will be made to your account through after-tax payroll deductions. You may not request a loan for less than $1,000. You may not have more than two (2) loans outstanding at any time and only one of the two loans can be residential. There is a $50.00 loan initiation fee per loan. A 30 day wait between loans may apply. For more information on your current loan availability, visit the Plan website or call the Information Line. 11

14 Your maximum loan amount is the lesser of 50% of your vested Plan account balance, or $50,000 minus your highest outstanding loan balance in the last 12 months. Assets in your Self-Directed Brokerage Account will not be considered for loan purposes. If you wish to have any brokerage assets considered for your loan, you must transfer any of those assets into the Plan s core funds before initiating the loan process. Your profit sharing account assets will not be considered for loan purposes and will not be included in determining the maximum loan amount available to you. Evidence and Terms of Loan Every loan from the Plan will be documented in the form of a promissory note signed by the participant. Each loan will provide a fixed rate of interest of one percent (1%) above the prime interest rate as published in the Wall Street Journal on the first of the month prior to the month in which you take your loan. Each loan will provide repayments under a level amortization schedule based on your payroll frequency. All loan repayments for active participants will be through payroll deductions only. However, you may pay off the entire balance of a loan at any time by certified check sent to Voya. To request payoff amount information, contact Voya. No partial payments by check are permitted. The term of the repayment of a loan generally may not exceed five years. However, if the loan is used to secure the purchase of your principal dwelling, the Plan Administrator may permit a longer repayment term of up to 10 years. Security for Loan You must secure each loan with an irrevocable pledge and assignment of 50% of your vested account balance under the Plan. Payment of Your Loan Via ACH Payment After Termination of Employment You have the option of continuing loan payments via ACH once you have terminated employment and no longer have loan payments deducted from a paycheck. To enroll in ACH payments after termination of employment, contact Voya at Defaulting of Loan A loan will be treated as being in default if: (1) any scheduled payment remains unpaid for 90 days unless on an approved leave of absence, or (2) you terminate employment and fail to repay the outstanding loan balance within 90 days of your termination date, unless you enroll in ACH payment. Once a loan is considered in default, the Plan would then have authority to take all reasonable actions to collect the balance owed on the loan. This could include filing a lawsuit or foreclosing on the security for the loan. Under certain circumstances, a loan that is in default may be considered a distribution from the Plan, and could result in taxable income to you. In any event, your failure to repay a loan will reduce the benefit you would otherwise be entitled to from the Plan. At the time of default, if you do not repay your entire outstanding loan balance, your vested account balance will be reduced by the remaining outstanding balance of your loans and the note will be treated as repaid to the extent possible. Pending final disposition of the note, you remain obligated for any unpaid principal and accrued interest. 12

15 Hardship Withdrawals The Plan will allow you to withdraw an amount equal to your pre-tax contributions, Roth 401(k) contributions, match contributions, and rollover contributions (not including investment earnings) if you incur a financial hardship as defined in the Plan. A withdrawal on account of a hardship may occur only if the withdrawal is made for the financial need resulting from the following: Expenses for (or necessary to obtain) medical care for you, your spouse, your children, or your legal dependents not covered by insurance; Costs directly related to the purchase of a principal residence for you (not including mortgage payments); Payment of tuition, related educational fees, and room and board for up to the next 12 months of college education for you, your spouse, your children, or your legal dependents; Amounts necessary to prevent your eviction from your principal residence or foreclosure on the mortgage of your principal residence; Payment for burial or funeral expenses for your parents, your spouse, your children, or your legal dependents; Expenses for the repair of damage to your principal residence as a result of such events as fire, natural disaster, or theft. The amount available for hardship distribution is equal to the amount you need to meet the immediate financial need created by the hardship (including any amounts necessary to pay federal, state, or local income taxes and penalties anticipated as a result of the hardship withdrawal). Hardship withdrawals are subject to ordinary income tax in the year of distribution, plus a 10% early withdrawal penalty if you are under age 59 1 / 2. Before you can qualify for a hardship withdrawal, you first must have obtained all available distributions and all available loans from the Plan. If you receive a hardship withdrawal, you will be prohibited from making any contributions to the Plan for a period of six (6) months after the receipt of the hardship withdrawal. There is a limit to one hardship request per six (6) month period. For more information on hardship withdrawals or to obtain a hardship package, visit the Plan website or contact the Information Line. AFTER LEAVING THE FIRM After you terminate employment with the firm, you will be entitled to receive a distribution of your entire vested account balance under the Plan. The form of that distribution will depend on the type of accounts you have and the amount of your total vested account balance. If you have a Self-Directed Brokerage Account (SDBA), you must transfer your SDBA balances into the Plan s core funds in order to receive a distribution of those funds. Additionally, in order to benefit from tax-free withdrawals of your Roth 401(k) balance, your first Roth contribution must remain in the Plan for at least five consecutive years. Payment of Your Account Accounts of $1,000 or Less If your vested account balance does not exceed $1,000, the Plan will distribute your vested balance to you in a lump sum. You have the option to rollover the balance to an IRA or another qualified retirement plan (and thus avoid federal and state income tax withholding), if you request a withdrawal within 90 days of termination. If you do not request a withdrawal, federal law allows the Plan to pay you the balance in one lump sum payment after withholding 20% federal income tax (and any applicable state income tax) on any taxable amounts. Additionally, an early withdrawal penalty may also apply. 13

16 Accounts in Excess of $1,000 but Not Exceeding $5,000 If your vested account balance is at least $1,000 but not greater than $5,000, you have 90 days from termination to elect either a lump sum or rollover to an IRA or another qualified retirement plan. If you do not elect to have your distribution either paid directly to you as a lump sum or to an IRA or another qualified plan, the Plan will automatically pay the distribution as a direct rollover to a Voya Rollover Individual Retirement Account (Rollover IRA). If a Rollover IRA is established for you, you will receive further information from Voya Financial. Any Roth 401(k) monies will be rolled into a Roth IRA. Accounts in Excess of $5,000 If your vested account balance exceeds $5,000, you may keep all of your money in the Plan until you reach age 70 1 / 2. The Plan will make a distribution of your vested account balance at the time you elect to begin your distribution. Your account balance may be paid to you in one lump sum payment or in partial distributions after your termination. If you are no longer employed with the firm when you attain age 70 1 / 2 and have a balance in the Plan, you must begin distribution of your vested account balance no later than April 1st of the calendar year following the calendar year in which you attain age 70 1 / 2. This required distribution date overrides any contrary distribution date described in this summary. Once you begin the required minimum distributions, distributions must be made over a period no longer than your life expectancy or the life expectancy of you and your designated beneficiary. Direct Rollover of Your Eligible Account Balance You may consider a direct rollover to another qualified Plan or IRA or place your taxable amounts in a rollover IRA within 60 days of receipt. This will defer taxes on your distribution until you roll over the funds to another qualified Plan or IRA. Also, by putting your distribution into another qualified Plan or rollover IRA, you can later roll it into another employer s qualified plan that accepts your rollover. An eligible rollover distribution is available to the participant, a surviving spouse or any other designated beneficiary of a deceased participant. Requesting Payment of Your Account You can initiate the withdrawal process by visiting the Plan website and requesting a payment. You may want to consult with a financial planner prior to requesting a payment from your account. In some cases, a distribution form is required and may be obtained by visiting the Plan website. Retirement Consulting Upon termination or in planning for retirement, you may have questions about how to manage the account you have accumulated under the firm s Plan. Voya offers a free service called Retirement Consulting to assist you in understanding your options, as well as on the tax consequences of each option. If you have questions, or to access support, call the Information Line. Retirement Consultants are Registered Representatives of Voya Financial Advisors, LLC (member SIPC). Also see page 10 for information about Voya Retirement Advisors Professional Management with Income+. Payment of Your Account Upon Retirement Upon attainment of retirement age (59 1 / 2 ), you will become 100% vested in your individual account. If you are still an employee with the firm, you will continue to participate in the Plan. Upon retirement, you will be entitled to the full amount of your account (See Payment of Your Account ). In the event your balance does not exceed $5,000, the forced distribution will not apply if you are still an employee with the firm. 14 Payment of Your Account Upon Disability If your employment terminates due to disability, you will become 100% vested in your individual account. Payment of your account will be in accordance with the guidelines above (See Payment of Your Account ).

17 Payment of Your Account Upon Your Death If you die prior to receiving all of your benefits under the Plan, the Plan will pay the balance of your account to your beneficiary(ies). Your named beneficiary(ies) will be entitled to request a distribution of your account balance and will be allowed to elect the form of payment of your account balance. If you die while still employed by the firm, your account will become 100% vested. Your named beneficiary(ies) will receive an explanation of his or her options under the Plan and details about how to receive your benefits when the Plan is notified of your death. BENEFICIARY DESIGNATION It is very important that you name a beneficiary to receive your Plan benefits in the event that you die. As an active employee you may update your beneficiary designations through the employee self-service application at (you must be logged into the Akin Gump network to access self-service). Use your usual Akin Gump username and password to login. Once logged in, click on Bookmark > Benefits > Beneficiary on the left to access the Beneficiary module. If you are married, your spouse is your designated primary beneficiary and will automatically be entitled to your account balance upon your death. If you choose to name someone other than your spouse as your primary beneficiary, your spouse must properly consent to the election by completing a Spousal Waiver form. This form is available on the Plan website (see Personal Info > Beneficiary Information) and may access the Spousal Waiver from Forms in Plan Info. Former employees may update beneficiaries on the Plan website (see Personal Info > Beneficiary Information) and may access the Spousal Waiver from Forms in Plan Info. If you have not properly named a beneficiary, your account balance will be paid to the first of the following: (1) your surviving spouse; (2) your surviving children; (3) your surviving parents; (4) your estate executor or administrator; (5) your heirs at law. DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDER Upon receipt of a qualified domestic relations order, your account will be split according to the order and the alternate payee will have an account set up in the Plan. The alternate payee will be entitled to receive payment in accordance with the distribution provisions of the Plan to include a lump sum payment or rollover to another qualified plan or IRA. TAXATION Your account balance under the Plan is not subject to current income tax as long as it remains in the Plan. When you receive a distribution from the Plan, the amounts which have not already been subject to income tax will become taxable to you in the year of your distribution. Generally, if you receive a distribution from the Plan prior to age 59 1 / 2, the distribution may be subject to an additional 10% early distribution tax penalty in addition to ordinary income tax. Federal income tax withholding at a rate of 20% will be applied to applicable amounts of your distribution unless you roll it over into another eligible retirement plan or individual retirement account. Please keep in mind that the actual taxes you owe on your distribution may be greater (or less) than the 20% withholding. Additionally, if your state of residence is considered a mandatory withholding state, then state taxes will be withheld from your payment. You should consult a financial planner or tax advisor regarding the taxability of your distribution or withdrawal from the Plan. 15

18 FEES AND EXPENSES Like most retirement plans, the Plan incurs a variety of expenses to support its ongoing operation. Many of these fees are charged to the accounts of participants in the Plan. Typically, there are five types of fees. Plan Administration Fees Plan administration fees are associated with the daily operating expenses of the Plan. They include recordkeeping expenses to maintain participant accounts and track transactions, costs to provide web and telephone access, and trustee fees. The current annual recordkeeping fee that may apply to your account is $70.00 per year. This fee, if applied, will be deducted quarterly from your account balance ($17.50 per quarter). For all participants these expenses may be paid each quarter, in whole or in part, from revenue sharing payments that the plan receives from the plan investment options. If revenue sharing payments are received, then only those expenses not offset by any revenue sharing payments will be deducted from your account. To the extent that a portion of this fee is not offset, then Voya shall offset participant accounts equally for the balance (per capita). Investment Consultant Fees Investment consulting fees may be deducted from your Plan account. Such fees will be allocated to plan participants on a pro-rata basis (higher account balances pay a proportionately higher fee). NEPC, as an investment consultant to the Plan, charges a fee for monitoring the investments. This fee is deducted from terminated participant accounts on a pro-rata basis. Active participants are not directly charged and the fee is paid by the firm. Asset Management Fees By investing your Plan assets in any of the funds within the Plan, you will pay asset management fees. These fees are indirect charges deducted from fund assets and are expressed as an expense ratio. The expense ratio represents how much of your account balance in a fund is paid in asset management fees over the course of a year. For example, if the expense ratio of a fund is 0.08%, for each $1,000 you had invested in the fund, you would pay $0.80 in asset management expenses. Brokerage Fees If you have a balance in a TD Ameritrade Self-Directed Brokerage Account, you pay any commissions charged as a result of trades within the brokerage account as well as an annual fee. Individual Fees Individual fees are fees charged directly to each participant s account at the time of a particular transaction. Currently, there are three types of individual fees charged by the Plan. There is a loan fee of $50 charged to participants who choose to borrow from their 401(k) account. This loan fee is per loan and is deducted from a participant s loan proceeds. For participants requesting expedited delivery of checks or documents, a $25 fee is charged. Some funds impose redemption fees on activities that move money out of a fund before a minimum period of time, known as a holding period. Redemption fees are deducted from the amount you transfer out of the fund. For example, you transfer $2,000 out of a fund that you moved money into for the first time only ten days ago. This fund carries a 2% redemption fee for transfers made before the 30-day holding period ends. As a result, a $40 redemption fee is assessed and $1,960 is transferred to the new fund. More specific information relating to the Plan s fees and expenses can be found by visiting the Plan website. 16