HENKEL 401(k) AND DEFINED CONTRIBUTION PLAN. Summary Plan Description For Non-Union Employees

Transcription

1 HENKEL 401(k) AND DEFINED CONTRIBUTION PLAN Summary Plan Description For Non-Union Employees June 2015

2 TABLE OF CONTENTS Page Highlights... 1 Your Plan... 1 Participation... 1 Eligibility... 1 Enrollment... 2 Contributions... 2 Your Pre-Tax and/or Roth Contributions... 2 Your Catch-Up Contributions...4 Company Matching Contributions... 5 Profit Sharing Contributions... 6 Company Nonelective Contributions... 6 Aggregate Contribution Limits... 9 Other Contribution Accounts... 9 Vesting Special Vesting Rules for Prior Schwarzkopf 401(k) Plan Participants Investments Investment Fund Information Fidelity BrokerageLink Additional Information Changing Your Investments Withdrawals Discretionary Withdrawals Before Age 59 ½ Discretionary Withdrawals After Age 59 ½ Hardship Withdrawals Qualified Roth 401(k) Withdrawals Withdrawal Payments Loans Distribution Time and Form of Distribution Rollovers If You Die Special Rule for Transfer Account Distributions If Your Benefits Become Subject to a QDRO Payment Tax Information The "Pre-tax" Advantage Withdrawals/Distributions Administration General Information How to Claim Benefits Loss of Benefits Other Facts You Should Know If the Plan Changes or Ends No Right to Employment i-

3 TABLE OF CONTENTS (continued) Page Other Sponsoring Employers Your ERISA Rights Plan Expenses Additional Information ii-

4 HENKEL 401(k) AND DEFINED CONTRIBUTION PLAN Summary Plan Description for Non-Union Employees Highlights Your Plan Effective January 1, 2015, the Henkel of America Investment Plan is renamed the Henkel 401(k) and Defined Contribution Plan (the "Plan"). This booklet is the summary plan description ( SPD ) for the Plan, and describes how the Plan works. The SPD is intended to summarize the important provisions of the legal Plan document. While every effort has been made to provide a clear and accurate description of the provisions of the Plan, if there is a difference between the SPD and the Plan document, the legal Plan document will govern. This SPD describes the provisions of the Plan in effect on June 1, 2015 that apply to eligible non-represented employees on the payroll of Henkel of America, Inc., Henkel Corporation, Resin Technology Group L.L.C., Henkel Consumer Goods, Inc., The Dial Corporation, and Henkel Electronic Materials LLC. Separate summaries have been prepared for employees covered by the Plan whose terms and conditions of employment are subject to a collective bargaining agreement. If you terminated employment before June 1, 2015, different provisions may apply to you. Fidelity Investments of Boston, Massachusetts, which sponsors the Fidelity Group of Mutual Funds, is the third party administrator and recordkeeper and Fidelity Management Trust Company is the trustee for the Plan. The Henkel of America, Inc. Benefits Administrative Committee (the Committee ) administers the Plan and reserves the right to interpret the Plan. Your benefit is based on the amounts you and your employer contribute to the Plan and the investment performance of the funds that you elect. The Pension Benefit Guaranty Corporation does not insure benefits under the Plan. Participation Eligibility Generally, you are an eligible employee if you are a non-represented employee employed by and on the payroll of Henkel of America, Inc., Henkel Corporation, Resin Technology Group L.L.C., Henkel Consumer Goods, Inc., The Dial Corporation, or Henkel Electronic Materials LLC (the participating employers ). Employees first hired on a temporary or casual basis are not eligible to participate in the Plan unless and until they change to a full-time or part-time basis. (A temporary employee is reclassified after 6 months of employment and a casual employee is reclassified if he or she accumulates 1,000 or more hours of service in a 12-month period.). Nonresident aliens, leased employees and persons classified by the employer as other than common law employees are not eligible to participate. Those persons who become employees as a result of an acquisition or the liquidation or discontinuation of operations of a related entity, or are employed at a location that was not previously a Henkel or Dial location, are not eligible to

5 participate in the Plan, except as may otherwise be specifically provided in the Plan. Collectively bargained employees are not eligible unless the collective bargaining agreement provides for participation in the Plan. You are also not eligible to participate in the Plan if you are receiving a pension, severance pay, retainer or fee under contract, or if you are working in the United States but are accruing a retirement benefit under a plan of a foreign affiliate of Henkel. You are eligible to participate in the Plan on your date of employment, provided you are an eligible non-represented employee. If you are not an eligible non-represented employee when you are first hired but you later become an eligible non-represented employee, you will be eligible to participate in the Plan on the date you become an eligible non-represented employee. Enrollment There are two ways to enroll in the Plan. You can log on to Fidelity NetBenefits at or call the Fidelity Retirement Benefits Line at If you were hired or rehired on or after January 1, 2007 and you do not enroll in the Plan (or affirmatively elect to make no contribution to the Plan) by logging on or calling the toll free number, you will automatically be enrolled in the Plan after 45 days. If you are automatically enrolled, you will be deemed to have elected to make pre-tax contributions equal to 4% of your earnings. This deemed election will continue in effect until you modify or revoke it. If you were automatically enrolled in The Retirement Savings Plan of the ICI Group as of December 31, 2008, that automatic enrollment continues under the Plan until you modify or revoke your deemed election. If you were still within the automatic enrollment window under the Retirement Savings Plan of the ICI Group on December 31, 2008, and had not made an affirmative election as of January 1, 2009, you were treated as a new hire on January 1, 2009 for automatic enrollment purposes as described above. Contributions Your Pre-Tax and/or Roth Contributions You may elect to save up to 50% of your earnings (defined below) as pre-tax contributions and/or Roth (after-tax) contributions. You may do so by designating a whole percentage to be deducted from your earnings on a pre-tax and/or Roth basis. Pre-tax contributions will be placed in your Earnings Deferral Account. Roth contributions will be placed in your Roth Contribution Account. If you were a participant in the Schwarzkopf 401(k) Plan, any Roth deferrals made on an after-tax basis under that plan were placed in your Roth Contribution Account. Earnings include base salary, regular bonuses, shift differential, overtime, certain incentive payments (subject to a limitation described below), commissions and other money your employer pays you for your work, up to an annual limit set by the federal government. In 2015, the earnings limit is $265,000. In succeeding years, this limit will change according to 2

6 government regulations. Earnings are determined before any reductions for contributions to the Plan, to a cafeteria plan, or for a qualified transportation fringe. Only amounts received while employed as an eligible employee are treated as earnings. Certain other payments, such as discretionary bonuses, MCI global bonus, payouts from certain incentive programs, a number of foreign allowances, severance payments and payments for unused vacation time, for example, are not considered earnings for the Plan. In addition, earnings do not include expense reimbursements and allowances, moving expenses, fringe benefits and imputed income. Above, we indicated that certain incentive payments are subject to a special limitation when calculating earnings. This limitation applies to you if you receive a short-term incentive ( STI ) payment under the Short Term Incentive Plan during or after 2012 (note that this limitation does not apply to incentive payments paid under the Performance Dialogue Plan, Group Bonus Plan or Sales Incentive Plans). The limitation places a cap on the amount of your STI payment(s) that may be included in earnings when calculating your Company Nonelective Contributions and Transition Contributions, if any. The cap is equal to a certain percentage of your annual base pay, determined as of December 31 of the year before the STI payment. This percentage is based on the company s job classification system, called management circles ( Management Circle Level ). The percentage that applies to you is based on the Management Circle Level for your job classification as of December 31 of the prior year under the Target Dialogue Incentive Plan in 2010, as provided below: Management Circle Levels Cap as a Percentage of Base Pay MC 0 150% MC 1 100% MC 2a 80% MC 2b 60% MC 3a 40% MC 3b 30% The amount of your STI payment that will be included in earnings when calculating your Company Nonelective Contributions and Transition Contributions for the payroll period, if any, may not exceed the amount determined by multiplying your annual base pay by the percentage that applies to your Management Circle Level. Each year, the IRS sets a maximum dollar limit on earnings that can be considered under the Plan, and on the amount you can contribute to the Plan. The earnings limit for 2015 is $265,000, and the aggregate contribution limit is $18,000 in pre-tax and/or Roth contributions. If your pre-tax and Roth contributions reach the contribution limit, you will not be able to make additional pre-tax and/or Roth contributions for the year. In succeeding years, this limit will change based on government regulations. The chart below summarizes the similarities and differences between pre-tax and Roth contributions. 3

7 Tax Treatment at Time of Contribution Contribution Limits Your Contributions Pre-Tax Contributions are not subject to income tax in the year they are contributed, which reduces current taxable income 50% of earnings (combined with Roth contributions) Roth Contributions are taxed in the year they are contributed, so current taxable income is not reduced 50% of earnings (combined with pre-tax contributions) $18,000 in 2015 (combined with Roth contributions) Catch-Up Eligible Yes Yes Catch-Up Limits $6,000 in 2015 (combined with Roth catch-up contribution) $18,000 in 2015 (combined with pre-tax contributions) $6,000 in 2015 (combined with catch-up contribution) Eligible for Matching Contribution Tax Treatment at Distribution Required Distribution 75% of earnings (combined with pre-tax, Roth and Roth catch-up contributions) Yes Contributions and earnings taxable at distribution No later than April 1st following the later of the year you turn 70-1/2 and retire 75% of earnings (combined with pre-tax, Roth and catch-up contributions) Yes For a "qualified"* distribution, contributions and earnings are not taxable at distribution *Roth Contribution Account is at least 5 years old and distribution is after you reach age 59-1/2 or older, or due to death or disability No later than April 1st following the later of the year you turn 70-1/2 and retire Your Catch-Up Contributions If you are age 50 or older or will attain age 50 by the end of the calendar year and you have contributed the maximum permissible amount in accordance with the foregoing contribution limits (i.e., 50% of earnings or the dollar limit), you may make an additional pre-tax contribution, known as a catch-up contribution, and/or an additional Roth contribution, known as a Roth catch-up contribution (collectively, "Catch-Up Contribution"). For 2015, the maximum aggregate Catch-Up Contribution dollar amount is $6,000. The maximum amount is adjusted for inflation under rules established by the Secretary of the Treasury. In addition, your pre-tax deferral contributions, Roth contributions and Catch-Up Contributions cannot exceed 75% of your earnings. (Note: Your Catch-Up Contributions will be taken on a pro-rata basis each pay period provided you are making pre-tax and/or Roth contributions equal to at least the maximum 4

8 percentage of your earnings on which matching contributions are made. If not, your earnings will be reduced for the Catch-Up Contributions once you reach the dollar limit or the percentage limit.) Catch-Up Contributions are placed in either your Earnings Deferral Account or your Roth Contribution Account, depending on whether those contributions are made on a pre-tax or after-tax basis. In addition, if you have made contributions during the calendar year to another employer s plan and if your pre-tax contributions and Roth contributions, plus your salary reduction contributions under the other plan, exceed the maximum dollar limit discussed above ($18,000 for 2015), or if Catch-Up Contributions under both plans exceed the catch-up dollar limit ($6,000 for 2015), you may choose to have the excess distributed from the Plan. If you notify the Committee in writing by March 1 that your contributions exceeded the maximum limit, the excess contributions will be returned to you by April 15. Any Company Matching Contributions made with respect to such excess contributions will be forfeited. You can find the Committee's address under Additional Information at the end of this summary. You can change or stop your contribution amount (including the amount deemed elected as your automatic enrollment) any time during the year (unless provided otherwise in your election or as a result of a suspension following a hardship withdrawal). To enroll in the Plan and/or change or stop your contribution amount, you must log on to Fidelity NetBenefits at or call the Fidelity Retirement Benefits Line at Your request will be effective as soon as practicable after Fidelity notifies payroll. Besides your pre-tax contributions and Catch-Up Contributions, if any, your Earnings Deferral Account will include any salary reduction contributions transferred to the Plan from another qualified plan. Company Matching Contributions With respect to each payroll period, your employer will match up to the first 4% of your earnings that you elect to defer. The Company Match Contribution will be made on a dollar-for-dollar basis. This amount will be contributed to your Company Matching Contribution Account under the Plan and will be invested in the same funds in which you have elected to invest your pre-tax contributions. If the total amount of Company Matching Contributions made to your Company Matching Account for the Plan year as of the end of any payroll period is less than the maximum amount that could have been made based on your total earnings to-date (i.e., 4% of your year-to-date earnings as of the end of such payroll period), your employer will make an additional true-up Company Matching Contribution. This contribution is designed to make sure you do not miss out on Company Matching Contributions because you reached the earnings and/or contribution limit, or contribute at different levels during the year (this can happen, for example, if you change your election during the year or you elect a rate above 4% and later stop contributing). The true-up Company Matching Contribution will be equal to the amount needed to make your Company Matching Contributions for the Plan year to-date equal the 4% maximum allowed under the Plan. True-up contributions will be calculated each payroll period whether or not a Company Matching Contribution is made to your Company Matching Account. However, no 5

9 true-up Company Matching Contribution will be made if the difference between your actual Company Matching Contributions to-date and the maximum match based on your total earnings to-date is less than five cents. You are not eligible to receive true-up contributions for the Plan year if you made a valid election to defer excess compensation to the Henkel of America, Inc. Deferred Compensation Plan. Besides the Company Matching Contributions described above, your Company Matching Contribution Account will include any matching contributions transferred to the Plan from another plan in which you previously participated, any Transferred Contributions under the Parker Plan attributable to contributions by Occidental Chemical Corporation, and any other employer contributions transferred to the Plan from another qualified plan that are not specifically allocated to another Account. Profit Sharing Contributions Employees may have a Profit-Sharing Account with respect to profit-sharing contributions made prior to (See below under Other Contribution Accounts. ) Company Nonelective Contributions Each participating employer shall make, on behalf of an eligible participant as described below, a Company Nonelective Contribution equal to a percentage of earnings (as defined under Your Pre-Tax and/or Roth Contributions above), with respect to each payroll period. If you are an eligible participant, your Company Nonelective Contribution will either be (1) a flat percentage of earnings equal to 4%, or (2) a graded percentage of earnings based on your years of participation, as described below. Company Nonelective Contributions are placed in the Company Nonelective Contribution Account, which also contains Company Discretionary Contributions, if any, made on your behalf under the Plan before If you are an eligible participant (as defined under Eligible Participants below), you will receive a flat Company Nonelective Contribution equal to 4% of earnings if: you are first hired by a participating employer on or after January 1, 2011; you transfer to employment with a participating employer on or after January 1, 2011 and then become an eligible participant (provided that you do not transfer from a foreign affiliate of Henkel); or you previously terminated employment with a participating employer and are rehired on or after May 1, If you are an eligible participant (as defined under Eligible Participants below) but you are not eligible to receive a flat Company Nonelective Contribution equal to 4% of earnings, you will receive a graded Company Nonelective Contribution based on your years of participation (as defined under Years of Participation below), as follows: 6

10 Years of Participation Nonelective Contribution (Percentage of Earnings) Less than 2 years 4% 2 years but less than 4 years 5% 4 years but less than 6 years 6% 6 years but less than 8 years 7% 8 years but less than 10 years 8% 10 years but less than 12 years 9% 12 or more years 10% If you are an eligible participant (as defined under Eligible Participants below) and you transfer to a participating employer from a foreign affiliate, you will receive a graded Company Nonelective Contribution, but you are not eligible to receive the flat Company Nonelective Contribution equal to 4% of earnings. Years of Participation Generally, years of participation are measured from the date you were first eligible to receive a Company Discretionary Contribution (which the company ceased making as of December 31, 2006) or a Company Nonelective Contribution (which the company began making as of January 1, 2007). If you are also a participant in the Henkel of America Retirement Plan your years of participation are measured from the date you began participating in the Retirement Plan, unless you also have a benefit under the Retirement Plan that was transferred from the Retirement Plan of Loctite Corporation, the Loctite/Dexter Pension Plan, or the Elf Atochem North America, Inc. Retirement Benefit Plan, in which case, your years of participation are measured from the date you began participating in the applicable plan. If you were a participant in The Dial Corporation Future Security Plan, your years of participation are measured from your adjusted service date under that plan. If you were an employee of Indopco, Inc., Ablestik Laboratories, Inc. or Acheson Industries, Inc. (collectively National Starch ) on December 31, 2008, your years of participation are measured from your National Starch hire date or adjusted hired date. If you transferred to employment with a participating employer from a foreign affiliate, your years of participation are measured from your date of hire with such foreign affiliate. The initial date from which years of participation are measured is your "Initial Participation Date." Percentage increases occur in the payroll period in which the anniversary of your Initial Participation Date occurs. If you terminate employment and are later rehired, special rules apply. In general, if you are rehired as a result of an acquisition or if your period of absence exceeds your prior period of service, your prior service will be disregarded and you will have a new Initial Participation Date. Please consult the Plan administrator regarding the rules applicable to you if you are rehired. Eligible Participants Eligible participants for purposes of this section are eligible employees of participating employers, excluding: 7

11 (a) (b) (c) (d) (e) Employees who are eligible to receive benefit service credit under the Henkel of America Retirement Plan (or would be eligible to receive such credit but for having attained the maximum years of benefit service under such plan); Employees who are eligible to receive pay credits under The Dial Corporation Future Security Plan after December 31, 2006; Employees who are eligible to receive benefit service credit under the National Starch and Chemical Company Consolidated Pension Plan or any successor thereto (or would be eligible to receive such credit but for having attained the maximum years of benefit service under that Plan); Any employee of Henkel Consumer Goods, Inc., other than an employee employed on January 1, 2007 who was a participant in The Dial Corporation Future Security Plan and who is not excluded under (b); and Any person employed in a unit of employees whose terms and conditions of employment are subject to a collective bargaining agreement between the employer and a union representing the unit of employees, provided there is evidence that retirement benefits were the subject of good faith bargaining between the union and the employer. Disability If you become totally and permanently disabled (as defined in the Plan), the Company will (i) continue to credit you with years of participation, and (ii) make a Company Nonelective Contribution on your behalf at the end of each Plan year (based on your earnings prior to becoming disabled). Such contributions will be fully vested when made and will continue until the earlier of your death, age 65, or the date you cease being totally and permanently disabled. In addition, if you are entitled to Company Nonelective Contributions and you were an active participant in The Dial Corporation Future Security Plan on December 31, 2006, your employer will make an additional Company Nonelective Contribution, referred to as a Transition Contribution, on your behalf if the pay credit percentage you would have received under the Future Security Plan is greater than the percentage you are entitled to under the chart set forth above based on your years of participation. The additional amount will be equal to the difference between the two percentages. If you are entitled to Company Nonelective Contributions and you were an active participant in the Henkel of America Retirement Plan (formerly the Henkel Corporation Retirement Plan) on December 31, 2006, your employer may also make an additional Company Nonelective Contribution, referred to as a Transition Contribution, to make up for the projected difference between your projected Retirement Plan benefit if you had continued to receive benefit service under the Retirement Plan and your projected Company Nonelective Contributions and earnings thereon. You will be informed regarding any such Transition Contributions made on your behalf. If you terminate employment and are later rehired, you will not be eligible for Transition Contributions upon rehire regardless of the length of your absence. 8

12 Loans and Withdrawals No loans or withdrawals are permitted with respect to amounts attributable to these contributions. You make a separate investment election with respect to these contributions. Aggregate Contribution Limits All contributions made on your behalf each year are subject to certain limits and nondiscrimination requirements imposed by the Internal Revenue Code. The aggregate limit for all contributions, other than Catch-Up Contributions, for 2015 is the lesser of $53,000 or 100% of your earnings. Federal law also requires a test each year with respect to pre-tax and Roth Contributions to ensure fair and even participation among employees at various compensation levels. This test may limit pre-tax and Roth Contributions for certain highly compensated employees (in 2015, those whose 2014 compensation exceeded $115,000). You will be notified if you are affected. The excess pre-tax and Roth Contributions will be distributed and related Company Matching Contributions, if any, forfeited. You will be informed if this test affects you. Other Contribution Accounts Rollover Account As mentioned earlier, you may make cash rollover contributions to the Plan from another qualified plan subject to certain conditions. These amounts will be allocated to your Rollover Account and invested in any of the available investment options in accordance with your election. You should call Benefits-On-Line ( ) for details if you wish to make a rollover contribution. Your Rollover Account also includes amounts transferred from other qualified plans which were attributable to rollover contributions. Employee Account Prior to January 1, 1987, the Henkel Corporation Investment Plan (and prior to July 1, 1998, the Henkel AL Thrift Investment Plan) allowed employee contributions to be made on an after-tax basis. These contributions, and any after-tax employee contributions transferred to the Plan from another qualified plan, are allocated to your Employee Account and invested in the available investment options you elect. These amounts are always fully vested. Transfer Account Some participants may have a Transfer Account in addition to the Accounts discussed above because of participation in certain plan(s) of predecessor employers that were merged with the Plan. The Transfer Account holds amounts that are subject to certain annuity requirements as described below. Profit-Sharing Account Some participants may have a Profit-Sharing Account with respect to profit-sharing contributions made prior to 2007 under the Plan or under other plans from which such contributions were transferred. 9

13 Vesting You are always fully vested in (have complete ownership of) your Earnings Deferral, Roth Contribution, Employee, and Rollover and Roth Rollover Accounts. Employees (who are employed on or after January 1, 2007) are also fully vested in their Profit Sharing and Company Matching Contribution Accounts. If you are eligible for Company Nonelective Contributions, you become vested in these amounts based on your years of service as set forth below. Years of Service Vested Percent Less than 1 year 0% 1 year, but less than 2 years 20% 2 years, but less than 3 years 40% 3 years, but less than 4 years 60% 4 years, but less than 5 years 80% 5 years or more 100% Company Nonelective Contributions made on behalf of a participant who is totally and permanently disabled (as defined in the Plan) or who was fully vested in Retirement Contributions under the Retirement Savings Plan of the ICI Group as of December 31, 2008 are fully vested when made. Your years of service with Henkel or a participating employer, any affiliated company and certain predecessor companies are counted towards your service until your termination of employment with all participating employers and all affiliated companies. If, as a result of an acquisition, your account under a prior employer s plan was transferred to the Plan, service with the prior employer is also credited and, in some cases, special vesting provisions applied. If you were a participant in the Retirement Savings Plan of the ICI Group on December 31, 2008, the above vesting schedule does not apply to your transferred Retirement Contributions; instead, you will not vest in such transferred Retirement Contributions until you have three years of service, at which time you will be 100% vested in such transferred Retirement Contributions. Your years of service are measured, in general, as your period of service from your hire date to your termination date. If your service is not continuous, the periods of service will be combined so that 365 days equals one year. You will also receive credit for absences due to vacation, sickness, disability, leave of absence or other unpaid leave up to one year. You can also receive credit for all or a portion of certain other absences. You will become fully vested upon your death, attainment of age 65 or becoming permanently disabled (as defined in the Plan) while still employed. You may also become fully vested if your employment is involuntarily terminated because of the sale, destruction, shut-down or closing out of an activity of the employer or the elimination of your position with the employer. Full vesting will also occur if you are affected by a partial or complete termination of the Plan. 10

14 If you are absent for five years or more, had no vested interest under the Plan prior to your absence and the number of years of absence equals or exceeds your years of service before your absence, the service before the absence will not be counted in determining vesting for any contributions credited to your Accounts after you return. If your service with your employer (and all affiliated companies) ends before you are fully vested, and you take a distribution from the Plan, the non-vested portion of your Accounts will be forfeited as of the date of distribution. If you have no vested interest under the Plan, your non-vested Accounts will be forfeited as of the date your service ends. If you come back to work before you have five consecutive years of absence (for which you receive no vesting credit as mentioned previously), the amount forfeited will be returned to your Accounts. If you were at least partially vested and did not receive a distribution from your Accounts when you left, the non-vested portion of your Accounts will be forfeited following the fifth consecutive anniversary of your absence. If you return before five consecutive years of absence, vesting will continue on the same basis as it did before you left. If you return after five years, you will have forfeited any non-vested amounts but your prior vesting service will count for determining your vested right to the contributions made after your return to service (except as otherwise provided above). Special Vesting Rules for Prior Schwarzkopf 401(k) Plan Participants If you became a participant in the Plan as a result of the merger of the Schwarzkopf 401(k) Plan (the SKP ) into the Plan on December 31, 2011, the special vesting rules described below apply to you in lieu of the rules described above. Additionally, different vesting rules apply to nonelective and matching contributions allocated to your account under the SKP before the merger, and Company Nonelective and Matching Contributions allocated to your account under the Plan on and after January 1, Contributions for Service on or Before December 31, 2011 You become vested in nonelective and matching contributions that were made to your account under the SKP on or before December 31, 2011 based on your years of service (determined under the SKP) according to the following schedule: Years of Service Vested Percent Less than 2 years 0% 2 years, but less than 3 years 30% 3 years, but less than 4 years 70% 4 years or more 100% Notwithstanding the above, you will become fully vested in these amounts upon your death, attainment of age 65 or becoming disabled while still employed. For this purpose, a prior SKP participant will have incurred a disability if the Social Security Administration has determined that the participant is eligible to receive Social Security disability benefits. You will also become fully vested if your employment is involuntarily terminated because of the sale, destruction, shut-down or closing out of an activity of the employer or the elimination of your 11

15 position with the employer. Full vesting will also occur if you are affected by a partial or complete termination of the Plan. Contributions for Service on or After January 1, 2012 If you are a prior SKP participant you will become vested in Company Nonelective and Company Matching Contributions on or after January 1, 2012 according to the following rules: If you earned at least three years of vesting service under the SKP as of December 31, 2011, you become vested in Company Nonelective Contributions as described above in the subsection titled Contributions for Service on or Before December 31, If you earned less than three years of vesting service under the SKP as of December 31, 2011, you become vested in Company Nonelective Contributions as described above in the section titled Vesting (i.e., the general vesting rules under the Plan). You are fully vested in your Company Matching Account for contributions attributable to service on or after January 1, Investments Investment Fund Information The Plan offers various investment funds, plus BrokerageLink, in which you can invest your savings. You can elect to invest in one or more of these funds. If you fail to make an election, your Accounts will be invested in a qualified default investment alternative ( QDIA ) fund designated by the Committee. The current designated QDIA fund is the appropriate Fidelity Freedom Fund based on your age. A listing of the funds with their corresponding fund codes and descriptions is provided to you separately. The Plan is intended to constitute a plan under Section 404(c) of the Employee Retirement Income Security Act of 1974, as amended ( ERISA ), and the related regulations. Therefore, the fiduciaries of the Plan may be relieved of liability for any losses that are the direct and necessary result of instructions given by the participant or that result from investment in the designated QDIA fund as a result of a participant s failure to make an investment election. Please consider your investment elections carefully. AMOUNTS CONTRIBUTED TO THE PLAN ARE SUBJECT TO THE RISKS NORMALLY INCIDENT TO THE OWNERSHIP OF SECURITIES. INVESTMENT IN ANY OF THE INVESTMENT FUNDS INVOLVES A SIGNIFICANT NUMBER OF RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE INVESTMENT FUNDS DIFFER SIGNIFICANTLY IN TERMS OF SPECIFIC RISKS. YOU SHOULD RECOGNIZE THAT YOUR ACCOUNTS ARE NOT PROTECTED AGAINST LOSS. 12

16 Fidelity BrokerageLink Fidelity BrokerageLink will also be available, adding a brokerage account within the Plan, for investment purposes. This account is neither a mutual fund nor is it managed by any of the Fidelity Investments group of companies. Brokerage services are provided through Fidelity Brokerage Services LLC, 100 Summer Street Boston, MA, 02110, a member of the New York Stock Exchange and Securities Investor Protection Corporation. Fidelity BrokerageLink offers you the investment choice and flexibility of a brokerage account, but with all the benefits of the Plan particularly tax-deferred contributions and earnings, if any. It also gives you a broader range of services and investment options to help you design a retirement investment portfolio that is consistent with your investment goals. You alone decide how to invest the assets in your Fidelity BrokerageLink account. Through BrokerageLink, you may select from Fidelity mutual funds and non-fidelity mutual funds available through FundsNetwork. You can also invest in most listed stocks, options (if approved for options trading), corporate bonds, zero-coupon bonds, U.S. Treasury securities, mortgage securities and U.S. Government agency bonds, certificates of deposit, unit investment trusts, foreign securities, and other mutual funds (subject to any limitations imposed by the Plan). There are certain securities in which you cannot invest through your BrokerageLink account; check your BrokerageLink brochure for more information. There are additional fees for investing in a BrokerageLink account. See the Plan s fact sheet for details regarding these fees. The brokerage account is for someone who is comfortable with the increased risk of investing part of his or her retirement savings within a brokerage account, who is familiar with how a brokerage account operates, and who wants the highest degree of flexibility in selecting investments for his or her retirement savings. If you do not feel comfortable actively managing a portfolio of individual securities, you may find that the Plan s standard investment options may be more appropriate for you. If you are interested in learning more about Fidelity BrokerageLink, call the Fidelity Retirement Benefits Line at and request a BrokerageLink enrollment kit. The kit includes more detailed information about BrokerageLink, such as: Fees and commissions for transactions; Eligible and ineligible security types; Annual account fees; Minimum investment requirements; and Other account restrictions. Additional Information The following additional information regarding the investment funds can be obtained on your request by contacting Fidelity at : Copies of any prospectuses, financial statements and reports and any other materials relating to these funds, to the extent such information is provided to the Plan; 13

17 If not included in the above materials, a description of the annual operating expenses of each designated investment alternative (e.g., investment management fees, administrative fees, transaction costs), which reduce the rate of return and the aggregate amount of such expenses expressed as a percentage of average net assets of the designated investment fund; and Information concerning the value of shares or units of each fund available to you or held in your Account and the past and current investment performance of each fund. You will also receive certain disclosures on an annual and quarterly basis that include Plan and investment-related information (including fee and expense information relating to the investment options), as required under DOL Regulation Section a-5. Note: The Plan, like any investment program, carries some element of risk. The values in your Account could decrease, as well as increase, and the Plan offers no guarantee of gain. Changing Your Investments You may change your investments by logging onto Fidelity NetBenefits at or by calling the Fidelity Retirement Benefits Line toll-free at Changes in investment direction will be effective on the next day. You are also permitted to transfer all or a portion of your existing Account balances from one investment fund to another, by calling the Fidelity Retirement Benefits Line at The transfers will generally be effective on the next day. There may, however, be situations (for example, excessive trading) where limitations or restrictions on transfers may be imposed by fund managers. Please consult the fund prospectuses for more information regarding any trading restrictions. The Plan administrator may also impose such restrictions on transfers between funds as it deems appropriate and/or as necessary to discourage abusive trading practices. Withdrawals To obtain a withdrawal, you must be a participant in the Plan and actively employed. There are two kinds of withdrawals available: (1) Discretionary and (2) Hardship. Discretionary Withdrawals Before Age 59 ½ After you have participated in the Plan (including participation in certain prior plans) for at least two years, you may withdraw all or any part of your Employee Account, your Rollover Account and the vested portion of your Company Matching Contributions that were made before 1989 under the Plan or before July 1, 1998 under the Henkel AL Thrift Investment Plan (and earnings thereon). Matching contributions transferred from the Staley, Quantum and Novamax 401(k) plans and pre-1979 company contributions transferred from the Emery Chemicals Deferred Compensation Plan (and earnings thereon) may also be withdrawn. 14

18 Your requested withdrawal will be distributed to you in one payment. Amounts will be withdrawn from your Accounts in the following order: Contributions credited to your Employee Account before January 1, 1987 The remainder of your Employee Account The portion of your Company Matching Contribution Account described above Your Rollover Account You cannot withdraw Company Matching Contributions (and their earnings) other than those amounts described above or any amounts from your Earnings Deferral, Roth Contribution, Profit Sharing, Company Nonelective Contribution and Transfer Accounts, except as may be provided with respect to Discretionary Withdrawals After Age 59 ½ and Hardship Withdrawals. Withdrawals of after-tax contributions transferred from The Dial Corporation Future Investment Plan, or after-tax and rollover contributions transferred from the Sovereign Specialty Chemicals, Inc. 401(k) Plan, may be made without regard to the two-year participation requirement. Withdrawals of rollover contributions transferred from the Orbseal, LLC 401(k) Plan may also be made without regard to the two-year participation requirement. Discretionary Withdrawals After Age 59 ½ After you reach age 59½, you may withdraw all or any part of the vested portion of all your Accounts, except for amounts in your Company Nonelective Contribution Account and/or your Transfer Account. The amount you withdraw will be distributed to you as: A single lump sum payment; A partial payment; or Installments of a flat dollar amount or decrementing amounts, which must be made no less frequently than monthly (you may change the frequency of payments). Under a decrementing amount, you select the number of payments, and the amount of each payment is determined by dividing the entire value of your Account by the number of remaining payments. The amount will be withdrawn from your Accounts in the following order: Contributions credited to your Employee Account before January 1, 1987 The remainder of your Employee Account Company Matching Contribution Account Rollover Account Earnings Deferral Account Roth Contribution Account Profit Sharing Account 15

19 Hardship Withdrawals Before age 59½, you can withdraw your pre-tax contributions and Roth contributions only in the event of a hardship. Hardship withdrawals are restricted by the government and are defined as withdrawals for an immediate and heavy financial need. If you are eligible for a hardship withdrawal, you can withdraw (1) pre-2007 Company Matching Contributions and earnings thereon from your Company Matching Contribution Account other than matching and profitsharing matching discretionary contributions transferred from The Dial Corporation Future Investment Plan or the Retirement Savings Plan of the ICI Group which remain unavailable for hardship withdrawal, and (2) all amounts from your Earnings Deferral Account and Roth Contribution Account, other than (i) earnings credited to your Earnings Deferral Account or Roth Contribution Account after 1988 and (ii) any amounts attributable to Qualified Nonelective Contributions (certain fully vested contributions that may have been made by the employer and used for deferral testing purposes in prior years). Amounts available for withdrawal from your Earnings Deferral Account and Roth Contribution Account will be withdrawn last. In accordance with regulations, you may withdraw only the amount necessary to alleviate a financial need arising from: Unreimbursed medical expenses incurred by you, your spouse, or your dependents. Purchase of your primary residence (excluding mortgage payments). Payment of tuition, related educational fees and normal room and board expenses for the next 12 months of post-secondary education for you, your spouse, children, or other dependents. Prevention of eviction from, or foreclosure on, your primary residence. Payment for funeral or burial expenses (for your parents, spouse, children, or dependents). Repairing damage to your primary residence as a result of fire, storm or other casualty, which would qualify for the casualty deduction under section 162 of the Internal Revenue Code (without regard to whether the loss exceeds 10% of your adjusted gross income). In addition, under most circumstances, you are eligible for a hardship withdrawal only if you have obtained all other withdrawals and all loans available to you under all plans maintained by your employer and its affiliated companies. If you receive a hardship withdrawal, you will not be able to make any pre-tax, Roth or after-tax employee contributions to the Plan or any other deferred compensation plans (including stock purchase plans) of the employer and any affiliates for the next 6 months. Qualified Roth 401(k) Withdrawals All Roth contributions are withdrawn tax free. The earnings are withdrawn tax free if the Roth Contribution Account is deemed qualified. Your Account is deemed qualified if: 16

20 The Account is at least five years old. If you roll over Roth 401(k) contributions and earnings from another qualified plan, the earlier Roth 401(k) contribution beginning date will be used to determine this five-year requirement; and The reason for distribution is one of the following: You are age 59½ or older You are deceased You become disabled. Withdrawal Payments Your withdrawal (discretionary or hardship) cannot exceed the current value of the applicable Accounts less any outstanding loan. If you have contributions in more than one investment fund, a withdrawal is made in equal proportions from each fund. Your withdrawal check will be mailed to you approximately two weeks after you call Fidelity to request the check. You should also know that withdrawals (other than Roth contributions and after-tax employee contributions) are taxed as ordinary income for the year in which you receive them. Withdrawals other than hardship withdrawals are generally subject to mandatory federal income tax withholding of 20% unless such amounts are rolled over directly to an IRA or another eligible retirement plan. (See Rollovers under Distribution".) Hardship withdrawals may not be rolled over. Also, if you receive the withdrawal before you reach age 59½, you will pay an additional 10% federal tax penalty under current law on that portion of the withdrawal that is taxable income. Before making a withdrawal request, you should consult your tax advisor regarding the tax consequences of the withdrawal amount. Loans Under the Plan, you can take out a loan against the vested portion of your total Account balance (other than the Company Nonelective Contribution Account) if you are actively employed. You may not have more than two loans outstanding at any time. You may request a loan by calling Fidelity's toll-free number between 8:30 am and 8:00 pm, Monday to Friday. Your loan (when added to the outstanding balance of any other loan to you under the Plan) cannot exceed the lesser of: $50,000 reduced by subtracting an amount equal to the difference between any current loan balance and the highest loan balance on your Account in the past 12 months, or One-half of your eligible vested Account balance (other than the Company Nonelective Contribution Account). The minimum loan amount is $1,000. Due to the added administrative costs, a $25 loan processing fee will be deducted from the balance of your Account. Any loans made from a Transfer Account are subject to spousal consent. 17

21 The government requires your employer to tie your loan interest rate to current market rates. As a result, the Committee has established that the loan rate is the prime rate, as published in the Wall Street Journal on the last business day of the month preceding the month in which the loan is processed, plus 1 percentage point. Keep in mind, you are repaying the loan into your own Account and, in effect, you are paying yourself the interest. Normally, a loan must be paid back within five years. If the loan is for the purchase of your primary residence, this period may be extended up to an additional ten years (loans transferred from other plans may have longer terms). If you are an active employee, loans must be repaid through level deductions of principal and interest from your regular paychecks for the duration of the loan. If you are no longer actively employed as a result of disability, retirement or other termination of employment, and you do not take a distribution of your Account balance, you may continue loan payments through the Automated Clearing House. Please contact Fidelity regarding this option. If you elect to make loan repayments and do not meet your payment schedule, the loan will be in default and the remaining balance (principal and interest) will be deducted from benefits payable to you from the Plan. If your loan is in default, the outstanding loan balance will be treated as a distribution to you for tax purposes at the time of the default. By accepting the terms of the loan agreement, you are agreeing to this loan default arrangement. Loans will be deducted from your Account balance in the following order and will be repaid in reverse order: Rollover Account, Company Matching Contribution Account, Profit Sharing Account, Employee Account, Earnings Deferral Account, and Roth Contribution Account. Principal and interest payments will be credited to your Account. The payments will be invested in accordance with your investment fund election. Interest on loans from the Plan is not tax deductible. Please note: As required by federal law, the Plan also permits loans to former employees and beneficiaries who are parties in interest (as defined under the law) with respect to the Plan. Distribution Time and Form of Distribution When a qualifying event (retirement, death or termination of employment) occurs, you are eligible to receive a distribution from the Plan. (If you previously participated in the Cemedine 401(k) Plan or the RTG Profit Sharing Plan, your disability (as defined) is also a qualifying event for distribution purposes even if you are not considered to have terminated employment.) (If you have a Transfer Account, special rules apply as set forth below.) If, however, you are continuing to receive Company Nonelective Contributions as a result of your permanent and total disability, you cannot receive a distribution of any Company Nonelective Contributions made on your behalf after 2006 (and earnings attributable to them) until the date you are no longer eligible for such Company Nonelective Contributions. 18