LEGAL ALERT. April 13, 2007

Size: px
Start display at page:

Download "LEGAL ALERT. April 13, 2007"

Transcription

1 LEGAL ALERT April 13, 2007 IRS Issues Final Section 409A Regulations On April 10, 2007, the Treasury Department and the Internal Revenue Service (the IRS) released the final regulations interpreting section 409A of the Internal Revenue Code (the Code). Section 409A, which was effective January 1, 2005, has greatly expanded and complicated the tax rules governing nonqualified deferred compensation plans. The final regulations, which will be published in the April 17, 2007 federal register, are the culmination of the interim guidance that has been provided over the past 2½ years, the most important of which include IRS Notice and the proposed regulations at Prop. Treas. Reg A-1, et seq. The text of section 409A, the interim guidance, and the final regulations can be found on our website dedicated to section 409A, Given the number of affected arrangements and the complexity of the 397-page final regulation package, most employers will want to turn immediate attention to their nonqualified deferred compensation plans. Operational compliance with section 409A has been required since the January 1, 2005 effective date, and all documents must now be brought into compliance before the January 1, 2008 effective date of the final regulations. This Legal Alert contains a series of Q&As highlighting key topics addressed in the final regulations that we hope will facilitate your consideration of how to finalize your implementation of section 409A. We will follow up shortly with additional analysis of the myriad issues surrounding the final regulations. Some of the key issues that the final regulations address include: Certain good reason separations from service will be treated as involuntary separations for purposes of the exception to section 409A coverage for involuntary separations and for the substantial risk of forfeiture definition. (See Q&A-4) Reimbursement of post-employment medical expenses for the period during which the former employee could elect COBRA coverage is not deferred compensation subject to section 409A. (See Q&A-5) The final regulations also provide a method by which payments of postemployment medical expenses that are subject to section 409A can be structured to comply with section 409A. (See Q&A-25) The final regulations address numerous other reimbursement arrangements, such as tax grossups, litigation expenses, moving and relocation expenses, and indemnification arrangements. (See Q&A-5 through -7) An extension of the exercise period for options and stock appreciation rights (stock rights) will not be considered an additional deferral if the extension is made at a time when the exercise price of the stock right exceeds the fair market value of the underlying stock, or if the exercise period is not extended beyond the earlier of the end of the maximum original exercise period or the 10 th anniversary of the original grant date. (See Q&A-15) The rules that govern initial deferral elections for newly eligible participants now address the treatment of former active participants who again become eligible to participate in a plan. (See Q&A-17) Additional flexibility is provided in the determination of who is a specified employee subject to the six-month delay of payments triggered by separation from service. (See Q&A-19) The final regulations also provide guidance on how to determine specified employees when there have been certain corporate changes (merger, IPO, etc.). (See Q&A-21) This communication is for general informational purposes only and is not intended to constitute legal advice or a recommended course of action in any given situation. This communication is not intended to be, and should not be, relied upon by the recipient in making decisions of a legal nature with respect to the issues discussed herein. The recipient is encouraged to consult independent counsel before making any decisions or taking any action concerning the matters in this communication. This communication does not create an attorney-client relationship between Sutherland and the recipient. 1

2 The final regulations add flexibility to and simplify the definition of separation from service for purposes of the permissible distribution trigger rules. (See Q&A-26) Although the final regulations do not specifically address tandem elections (e.g, the nonqualified benefit is paid when and perhaps in the form in which the qualified plan benefit is paid), it appears that payments cannot be made pursuant to tandem elections after December 31, (Q&A- 24) The final regulations address some of the plan documentation requirements, including instances in which incorporation by reference is allowable. (See Q&A 27) These issues and other significant developments in the final regulations are discussed in the Q&As below. Definition of Deferred Compensation and Key Exceptions Q&A-1 Do the final regulations change the basic definition of a nonqualified deferred compensation plan? No, but there are clarifications. Compensation is considered deferred whenever a plan, employment contract, or other arrangement gives an employee or other service provider a legally binding right in one taxable year to compensation in a later year. The final regulations drive home that section 409A may apply not only when, pursuant to the terms of the plan, payment is deferred to a later year but also when it may be so deferred. For example, a legally binding right to payment contingent on an event (such as terminating service) falls within the deferred compensation definition even if the right arose in the same year the actual payment happens to occur. The premise is that one must be able to know at the outset whether the plan is a deferred compensation plan. The final regulations also make it clear that (i) the concept that no legally binding right exists if there is real unilateral discretion to reduce a payment applies to the extent, rather than if, such discretion exists, and (ii) a legally binding right to receive an amount excluded from income when ultimately received is not deferred compensation unless received in exchange for, or convertible into, an amount that will be includible in income. (There is an exception for cafeteria plans subject to Code section 125.) Q&A-2 Are there changes to the short-term deferral rule? Under the proposed regulations, if a payment was made within 2½ months following the year in which the legally binding right to the payment ceased to be subject to a substantial risk of forfeiture, the amount was considered a short-term deferral and was not considered to provide a deferral of compensation. In revised wording, the final regulations retain the general rule that no deferral of compensation occurs if (i) the plan under which payment is made does not provide for a deferred payment, and (ii) the payment is includible in income no later than 2½ months after the first taxable year in which the right to receive it is no longer subject to a substantial risk of forfeiture. The final regulations do, however, include two very significant clarifications that will prove helpful to employers. First, under the proposed regulations, it appeared that all payments pursuant to an arrangement needed to be made within the relevant 2½-month period to exempt the payments from the scope of section 409A. Under the final regulations, however, a series of payments due upon the lapse of a substantial risk of forfeiture can be bifurcated into payments that qualify as short-term deferrals and payments that do not, provided that each payment is treated as a separate payment under the terms of the plan. Second, the final regulations clarify that conditioning payment on either an involuntary termination or a voluntary termination for good reason may constitute a substantial risk of forfeiture. The This article is for informational purposes and is not intended to constitute legal advice. 2

3 circumstances under which a termination for good reason will be considered to give rise to a substantial risk of forfeiture are the same as those under which it would be considered an involuntary termination for other purposes under section 409A. These circumstances are described in Q&A-4 below. Q&A-3 How is involuntary separation pay treated for purposes of section 409A? Under both the proposed and final regulations, separation pay, such as severance paid in installments, is generally treated as deferred compensation subject to section 409A. However, the proposed regulations provided an exception from section 409A coverage for certain types of involuntary separation pay, and the final regulations expand and clarify this exception. Involuntary separation pay is not treated as deferred compensation if: it does not exceed the lesser of (i) two times the Code section 401(a)(17) limit for the year of separation (currently $225,000), or (ii) two times the employee s base compensation for the year before separation (adjusted for any increase in the year of separation that was expected to continue indefinitely); and it is paid no later than the employee s second taxable year following the year of separation. The final regulations liberalize this exception in two important ways. First, under the proposed regulations, it appeared that all separation pay was to be treated as deferred compensation subject to section 409A if the separation pay exceeded the limits described above. Under the final regulations, however, if the involuntary separation pay exceeds the dollar or time limit contained in the exception, the exception still applies to the amounts not in excess of the limit. Second, the proposed regulations limited the exception to an actual involuntary termination, thereby excluding good reason voluntary terminations and, potentially, mutually agreed terminations that were not clearly involuntary. The final regulations reverse this result. The regulations provide that the characterization of the nature of the separation in the documentation relating to the separation from service is rebuttably presumed to be proper. Furthermore, the regulations provide that a right to receive separation pay upon voluntary termination for good reason will be treated as a payment made upon an involuntary termination if certain requirements are satisfied (see Q&A-4). Q&A-4 When will a separation from service for good reason be treated as an involuntary separation under the final regulations? The concept of an involuntary separation is important in two respects under the final regulations. First, as discussed in Q&A-3, a separation must be involuntary for any related separation pay to fall within the exception from the definition of deferred compensation subject to section 409A. Second, a right to a payment is generally considered subject to a substantial risk of forfeiture (and therefore may fall within the short-term deferral exception if paid shortly after vesting), if it is payable upon an involuntary separation. The final regulations provide that a separation initiated by an individual pursuant to a good reason condition will be treated as an involuntary separation if: the avoidance of the requirements of section 409A is not a purpose of the inclusion of the good reason separation provision or a purpose of related actions by the employee; the good reason condition requires a material negative change in the employment relationship (e.g., material diminution of compensation); and This article is for informational purposes and is not intended to constitute legal advice. 3

4 the facts and circumstances indicate that the good reason separation effectively constitutes an involuntary separation (e.g., the payments upon a good reason separation are no greater than the payments upon an involuntary separation, and the employee has an opportunity to remedy any condition that would give rise to a good reason separation). The final regulations also provide a safe harbor definition of good reason. If the good reason condition is limited to the following, a separation as a result will be deemed to be involuntary: the separation from service occurs during a limited period not exceeding two years from the initial existence of the good reason; the good reason consists of (i) a material diminution in pay, authority, duties, responsibilities, reporting structure, or budget, (ii) a material relocation, or (iii) a material breach of the employment or other service agreement; the amount, time, and form of the separation payment upon good reason is the same as any separation payment upon involuntary separation; and the good reason condition includes a requirement of notice and opportunity to cure within certain time frames. Q&A-5 To what extent is an arrangement providing for reimbursement of expenses subject to the rules of section 409A? The proposed regulations provided that an arrangement pursuant to which an employer reimburses an employee for expenses incurred by the employee could be deferred compensation subject to section 409A to the extent that the reimbursement is made in a year other than the year in which the employee s right to the reimbursement arose. In a significant exception, the proposed regulations provided that postemployment reimbursement arrangements, including arrangements to reimburse the employee for excludable trade or business expenses, moving costs, medical costs, and payments that do not in the aggregate exceed $5,000, were not considered deferred compensation under certain circumstances. Deductible business, moving and medical expenses were required to be incurred and reimbursed before the last day of the second calendar year following the calendar year in which the termination occurred (for example, if an employee separates from service in 2007, excepted reimbursements must be paid by December 31, 2009). Reimbursements and in-kind payments made directly to the entity that provided reimbursable services to the employee were covered under this rule. Also, although the proposed regulations did not say so specifically, IRS and Treasury officials repeatedly said that amounts were not deferred compensation if they were not includible in the taxable income when paid. Thus, reimbursements of business expenses to active employees under an accountable plan should not have been considered deferred compensation. The final regulations specifically incorporate the statement that amounts that are not taxable upon receipt are not deferred compensation. In addition, the final regulations generally retain the rule excepting separation pay arrangements that permit reimbursement of certain excludable expenses or in-kind benefits for a limited period of time following separation from service. However, the final regulations extend the period during which an employee may receive a reimbursement for expenses other than medical expenses until the end of the third year following the year in which the separation from service occurred (e.g., if an employee separates from service in 2007, excepted reimbursements may now be paid as late as December 31, 2010). Note, however, that the expense must still be incurred by the employee no later than the end of the second year following the year in which the separation from service occurred. (As a corollary to that rule, the employee must receive all in-kind benefits no later than the end of the second year following the year in which the separation from service occurred.) In addition, the final This article is for informational purposes and is not intended to constitute legal advice. 4

5 regulations clarify that moving costs may include reimbursement of amounts related to a loss incurred upon the sale of a primary residence (up to the actual amount of the loss) and increase the amount of reimbursements that may be provided under the de minimis exception from $5,000 to the amount in effect under Code section 402(g) (e.g, the limitation on elective deferrals under a 401(k) plan, currently $15,500). With respect to medical expenses, the final regulations provide that reimbursements will not be deferred compensation subject to section 409A to the extent that the right to reimbursement applies during the period during which the former employee would be entitled to elect COBRA continuation coverage under the employer s plan. The preamble to the final regulations indicates that the change in the final regulations was intended to extend the period provided under the proposed regulations, as requested by commentators, but, in many cases, this period can be shorter than that allowed under the proposed regulations. (See Q&A-25 for a discussion of how reimbursement arrangements subject to the rules of section 409A can be structured to comply with the applicable requirements.) Q&A-6 How are tax gross-up payments or reimbursements of expenses that are incurred by an employee in connection with a tax audit or litigation treated under section 409A? The proposed regulations did not address the issue of either of these types of payments. Under the final regulations, however, a right to a tax gross-up payment or the reimbursement of expenses related to a tax audit or litigation may give rise to deferred compensation subject to section 409A. These payments will be treated as complying with the requirements of section 409A if the agreement pursuant to which they are paid provides that the payment will be made by the end of the taxable year following the taxable year in which the related taxes are remitted to the taxing authority or, if no taxes are paid, the end of the taxable year following the year in which the audit or litigation is completed. Q&A-7 Do the final regulations address indemnification arrangements? Because prior guidance did not directly address the issue of indemnification arrangements, it was unclear whether these arrangements, which often involve payments by the employer to cover an employee s legal fees and expenses in connection with claims arising from their service for the company, were nonqualified deferred compensation subject to section 409A. Under the final regulations, the right to the payment by the employer to cover an employee s legal expenses arising from claims associated with the employee s duties will not be subject to section 409A to the extent that the reimbursement is permissible under the law. This rule applies whether the payment is made directly by the employer or through the purchase of liability insurance, and it covers payments made by the employer to settle a bona fide claim against the employee arising out of his service to the employer. Q&A-8 Do the final regulations retain the rule that all of a participant s plans of a similar type are aggregated and treated as one plan? Yes, although the final regulations expand the number of separate categories from four to nine. The proposed regulations provided for four types of plans individual account or account balance, nonaccount balance (such as defined benefit plans), certain types of separation pay plans, and all other types of plans (such as equity compensation). The final regulations divide account balance plans into plans that provide for deferrals pursuant to a participant s election and all other account balance plans. The remaining other types of plans are non- This article is for informational purposes and is not intended to constitute legal advice. 5

6 account balance plans, stock rights, certain separation pay plans, certain in-kind benefits or reimbursements of expenses, split-dollar arrangements, certain foreign plan deferrals, and all other deferred compensation. Expanding the number and type of plan categories has the significant benefit of limiting the impact of a failure to comply with section 409A. For instance, under the proposed regulations, the failure of an arrangement under which a participant makes deferral elections to comply with section 409A would also have affected the participant s nonelective account balance plan benefits, such as a matching contribution or employer discretionary contribution. Under the final regulations, the elective deferrals constitute a separate plan, and any adverse consequences will not affect nonelective contributions. Also, the special rules that apply to initial deferral elections for a newly eligible participant apply on a planby-plan basis. The expanded number of plan categories therefore allows the use of these favorable deferral rules in more instances. Q&A-9 Does the new guidance clarify the impact of section 409A on split-dollar life insurance arrangements, and in particular on grandfathering under the split-dollar rules? Along with the final regulations, the IRS published Notice , clarifying certain aspects of the overlapping regulation of split-dollar life insurance arrangements under pre-existing rules (specifically, Treas. Reg and ) and section 409A. This Notice provides that many split-dollar arrangements will be subject to the requirements of section 409A. A split-dollar arrangement governed by is treated as providing deferred compensation under, and is thus within the scope of, section 409A if the service provider has a legally binding right to economic benefits including current access to policy cash values, but not the cost of current insurance protection that, pursuant to the arrangement, are payable in a later taxable year of the service provider (other than a short-term deferral). Certain split-dollar arrangements are not covered by section 409A: Split-dollar arrangements that provide only death benefits or short-term deferrals; and Most split-dollar arrangements that give rise to split-dollar loans under , unless the particular circumstances give rise to a deferral of compensation, e.g., repayments on the splitdollar loan are waived, cancelled or forgiven. As with all arrangements within the scope of section 409A, amounts deferred in taxable years beginning before 2005, including earnings, are grandfathered under section 409A unless the arrangement is materially modified after October 3, The Notice provides that increases in policy cash values are included in earnings for these purposes, and that the grandfathered and non-grandfathered cash values in a split-dollar policy can be determined under any reasonable method, including a safe harbor proportional method outlined in the Notice. To the extent an arrangement is subject to section 409A, but is grandfathered under Treas. Reg (because it was entered into on or before September 17, 2003, and not materially modified thereafter): The modification of the split-dollar arrangement to comply with, or avoid the application of, section 409A will not be treated as a material modification vitiating the grandfather, if certain conditions are met; and The treatment under Notice of certain terminations and premiums or other payments by the sponsor is extended to section 409A. This article is for informational purposes and is not intended to constitute legal advice. 6

7 Application of Section 409A to Equity Compensation Q&A-10 How do the final regulations affect the treatment of stock options and stock appreciation rights under section 409A? The proposed regulations provided that stock options and stock appreciation rights (both of which are referred to as stock rights ) are not subject to section 409A if they are granted with respect to service recipient stock, the exercise price is at least equal to fair market value on the date of grant, and the stock right does not contain an additional deferral feature. The proposed regulations defined service recipient stock in a fairly restrictive manner and set forth several specific rules for determining the fair market value of the exercise price and any repurchase price, if applicable. The final regulations generally retain these rules, but liberalize them in many respects, as discussed in Q&A-11 through -14. Q&A-11 stock? Which corporations can issue stock that will be considered service recipient The proposed regulations provided that service recipient stock could be issued by the corporation for which a service provider is providing services on the date of grant and any other corporation in a chain of organizations, beginning with a parent organization and ending with the organization for which the service provider is providing services on the date of grant, all of which have at least a 50% ownership interest in another organization in the chain (based on the rules under Code section 414). The 50% ownership requirement could be reduced to 20% if there was a legitimate business reason for doing so. The final regulations retain these general rules, but no longer require a formal election to use an ownership interest of less than 50%. Rather, each individual grant must be analyzed to determine whether there is a legitimate business reason for using the stock in question. The existence of a legitimate business reason is based on all of the facts and circumstances and focuses on whether there is a sufficient nexus between the particular service provider and the entity whose stock underlies the stock right. Under no circumstances, however, will stock rights granted on stock of an investment company be excluded from the scope of section 409A if the individual does not provide services directly to that corporation. Q&A-12 Which classes of stock qualify as stock of the service recipient? Under the proposed regulations, stock of the service recipient was required to be publicly traded common stock, or, if no member of the controlled group had publicly traded common stock, that class of common stock that has (or is substantially similar to the class of common stock that has) the greatest aggregate value. Under the final regulations, however, any class of stock that is common stock for purposes of Code section 305 may qualify as service recipient stock, with several exceptions. First, any class of stock that has a preference as to distributions, other than distributions of service recipient stock and distributions upon liquidation, cannot be service recipient stock. Second, stock cannot be service recipient stock if it is subject to a mandatory repurchase obligation (other than a right of first refusal) or a put or call right if the stock price under the right is based on a measure other than fair market value. This article is for informational purposes and is not intended to constitute legal advice. 7

8 Q&A-13 Do the final regulations provide rules for grants of options on, or outright grants of, partnership or LLC membership interests or other guidance concerning compensation of partners? Like the proposed regulations, the final regulations reserve on the application of the rules of section 409A to partners and partnerships and LLCs treated as partnerships. The IRS has indicated it will propose rules in the future to address these issues. In the interim, taxpayers may continue to rely on Q&A-7 of Notice with respect to grants of options or partnership interests and on the preamble to the proposed regulations with respect to guaranteed payments. The preamble to the final regulations also clarifies certain aspects of these transition rules. Q&A-14 How is the fair market value of the stock of a non-public company determined for purposes of section 409A? The final regulations generally follow the proposed regulations with respect to the valuation of stock, with a few notable exceptions and clarifications. Under the proposed regulations, a valuation method for stock not readily tradable on an established securities exchange that is based on a formula was generally presumed to be reasonable only if the valuation method was used by the service recipient for all compensatory and noncompensatory purposes. The final regulations relax this requirement considerably and require simply that the valuation method be used consistently for purposes of stock transfers to the issuer and any person who owns more than 10% of the total combined voting power of all classes of stock. The final regulations also liberalize the presumptions of reasonableness that attach to valuations of the stock of a start-up company. The proposed regulations enumerated various factors to be taken into account in determining fair market value, but contained an overriding provision that no valuation would be considered reasonable unless it took into consideration all available information material to the value of the corporation. The final regulations clarify that rule by explicitly adding to the list of relevant factors any recent arm s length transactions involving the sale of stock. The final regulations also made a change that will likely prove to be very important. Under the proposed regulations, a corporation was required to use the same valuation method for all purposes under section 409A. For example, a service recipient could not use one valuation method for setting an exercise price and another method for establishing a payment or a buyback amount. This restriction was eliminated in the final regulations, subject to the limitation that once an exercise price has been established, it cannot be changed through the retroactive use of another valuation method. Q&A-15 Can the term of a stock right be extended? Under the proposed regulations, the extension of the period during which a stock right could be exercised resulted in the stock right being considered to contain, from the date of the original grant of the stock right, an additional deferral feature. This treatment resulted in the stock right failing, from the original grant date, to qualify for the exemption from the definition of nonqualified deferred compensation and, consequently, failing to satisfy the specified payment date requirements of section 409A. In response to numerous comments, the IRS significantly liberalized this rule. Specifically, the extension of the term of a stock right will not be treated as an additional deferral feature if the exercise period is not extended beyond the earlier of (i) the original maximum term of the stock right, or (ii) 10 years from the original grant date. In addition, the extension of a stock right will not be treated This article is for informational purposes and is not intended to constitute legal advice. 8

9 as an additional deferral feature, regardless of the length of the extension, if the extension is made at a time when the exercise price of the stock right is greater than the fair market value of the underlying stock. Finally, the final regulations effectively sanction extensions made before the date of their issuance and provide that, for purposes of applying the new rules to extensions made on or after April 10, 2007, the terms of a stock right as of the original grant date are considered to include an exercise period of the duration applicable to the stock right as of April 9, Deferral Elections Q&A-16 When do elections as to form and time of payment have to be made under nonqualified excess plans? Although an election to defer compensation, and an election as to the time and form of payment of nonelective deferred compensation, generally must be made before the beginning of the year in which the services giving rise to compensation to be deferred are performed, the proposed regulations provided an exception for newly eligible participants. Under this exception, an election must be made within 30 days after the date the individual first becomes eligible to participate in the plan and applies only to compensation for services performed after the date of the election. The final regulations expand this rule somewhat for plans that provide only nonelective deferred compensation in an amount equal to what the participant could have received under a qualified plan either a defined benefit plan or a defined contribution plan as the result of the application of relevant limits under the Code ( excess plans ). Specifically, for purposes of initial deferral elections, a participant under an excess plan will be treated as becoming eligible to participate on the first day of the year immediately following the year in which the participant first accrues a benefit under the plan. The participant can make an election within 30 days after this date that will apply to benefits that accrued under the plan before the date of the election. As noted in Q&A-17, however, this initial deferral election role can be used only once. Q&A-17 Under what circumstances do the special rules relating to initial deferral elections for newly eligible participants apply to an individual who was eligible to participate, then ceased to be eligible, and then becomes eligible again? The special rule regarding deferral elections by newly eligible participants was unclear as to its scope. Did it cover former active participants who ceased to participate as a result of, for example, a termination of employment, transfer to an ineligible position or failure to meet the eligibility requirement but subsequently becomes eligible again? Or were these individuals required not to participate until the calendar year after the year in which they again become eligible? The final regulations address this issue and take something of a middle ground. With respect to a plan other than an excess plan, the special rule for newly eligible participants applies to these individuals in two circumstances: (i) if before becoming eligible again, the participant had been paid all amounts previously deferred under the plan and, on and before the date of the last payment, was not eligible to participate for periods after the last payment; or (ii) if the individual was not eligible to participate in the plan (other than to receive credits of earnings on amounts previously deferred) throughout the 24-month period ending on the date the participant again becomes eligible. For excess plans, however, the rule is much more restrictive; a participant is never treated as newly eligible more than once under an excess plan. Benefits accrued after the participant becomes eligible again are subject to the participant s initial election as to form and time of payment, though the participant may, if This article is for informational purposes and is not intended to constitute legal advice. 9

10 the plan provides, make a new election with respect to benefits accruing for services performed in years after the year in which the new election is made. Q&A-18 To what extent can deferrals under a nonqualified plan be increased or decreased during a year as the result of a change in a deferral or contribution election under a related qualified plan without violating section 409A? Employers have long maintained plans that provided the ability for participants to defer, and often receive matching contributions with respect to, amounts they would otherwise have been able to defer under qualified 401(k) plans, but for the limits imposed on those qualified plans under the Code. Frequently, the plans were linked, so that changes in elections under the qualified plan would similarly change the amount deferred under the nonqualified plan. After the enactment of section 409A, though, there was concern that a change in an election under a qualified plan that increased the amount deferred under the nonqualified plan would violate the deferral election rules of section 409A, and that a change that decreased the amount deferred under the nonqualified plan would constitute an impermissible acceleration of the payment of the amounts deferred under the nonqualified plan. The proposed regulations provided limited relief for these plans. Specifically, the proposed regulations provided that a change in a deferral election under a qualified plan that changed the amount deferred under a nonqualified plan would not violate section 409A, provided that the change did not cause the amount deferred by the participant under the nonqualified plan to increase or decrease, as the case may be, by more than the limit in effect for the year on the amount of elective deferrals that could be made under Code section 402(g). Similarly, the proposed regulations provided that a change in an election under a qualified plan that caused the amount credited to the account of the participant under the nonqualified plan as matching contributions to decrease would not violate section 409A if all actions or inactions on the part of the participant did not cause the total amount credited to his nonqualified plan account to decrease by more than the section 402(g) limit for the year. The final regulations made several refinements to these rules. Favorably, they clarify that (i) the section 402(g) limit for this purpose includes the amount of catch-up contributions the participant may be entitled to make under the qualified plan, and (ii) the section 402(g) limitation on the maximum permissible change to the amount credited to the participant s account under the nonqualified plan is applied separately to elective deferrals and to matching contributions. On the other hand, the IRS refused to approve a linkage of qualified and nonqualified plans requested by commentators permitting amounts to be credited to the participant s account under the nonqualified plan at the rate elected under the qualified plan once the participant had made the maximum permissible contributions under the qualified plan. The IRS indicated that this type of arrangement effectively could result in a late deferral election or an impermissible revocation of a deferral election under the nonqualified plan, which would be inconsistent with the legislative intent underlying section 409A. The final regulations allow such a linkage, however, if a changed election only results in increased amounts being credited as matching contributions under the nonqualified plan and the increase is limited to the amount that would have been creditable under the qualified plan but for the limitations of Code section 401(m) (relating to nondiscrimination requirements) or section 401(a)(17) (relating to the maximum amount of compensation that can be taken into account under a qualified plan). This article is for informational purposes and is not intended to constitute legal advice. 10

11 Payment Rules Q&A-19 How are specified employees identified under the final regulations? Section 409A provides that payments to a specified employee on account of a separation from service may not be made before the date that is six months after the date of separation from service (or, if earlier, the date of death of the employee). The statute provides that a specified employee is a key employee (as defined under the rules applicable to top-heavy qualified plans) of a publicly traded corporation. The proposed regulations provided that an employee would be treated as a specified employee throughout a 12-month period that began on the first day of the fourth month (the effective date ) beginning after the identification date, which was defined as the last day of a 12-month period determined by the employer or, if no period was specified, December 31. The final regulations generally retain the rules of the proposed regulations but, in some respects, tighten up the definitions and provide greater flexibility for employers. For example, the default provides that the specified employee identification date will be December 31 and the specified employee effective date will be April 1. A service provider, however, may name any date as the specified employee identification date and may name as the specified employee effective date any date that is no later than the first day of the fourth month following the specified employee identification date. The alternate rules and definitions may be included in the plan document or provided for elsewhere, but an alternative may only be used after all corporate action has been taken to make the alternative binding for purposes of all deferred compensation plans of the service recipient. The final regulations also impose certain restrictions on making changes to these alternatives to prevent manipulation. In addition, the final regulations specifically authorize the use of certain less burdensome methods of complying with the specified employee rules. For example, a plan may delay payments for all service providers by six months, regardless of whether the service providers are specified employees. Also, a plan may use an alternate method of identifying specified employees, provided the alternate method (i) is reasonably designed to include all specified employees, (ii) is an objectively determinable standard providing no direct or indirect election to any service provider regarding application of the rule, and (iii) results in no more than 200 service providers being treated as specified employees at any one time. If a plan uses an alternate method, however, and payments are made during the six months following separation from service to an individual who would otherwise be a specified employee, the payments will violate section 409A with respect to that individual. Q&A-20 Under what circumstances is an employer considered a publicly traded company so that it is subject to the specified employee rule? The six-month delay for specified employees applies only if any stock of the service recipient (which includes both the employer and any company in the employer s controlled group) is publicly traded on an established securities market or otherwise. The final regulations provide that the term established securities market has the same meaning as under Treas. Reg (m). Accordingly, the stock of a company that is traded only on a foreign exchange or is traded on a U.S. exchange only as American Depository Receipts will generally be treated as being publicly traded for purposes of the specified employee rules. This article is for informational purposes and is not intended to constitute legal advice. 11

12 Q&A-21 How are specified employees determined when a publicly traded company is involved in an acquisition or spin off or when a privately held company goes public? The final regulations provide new default rules that will apply in the case of acquisitions and spinoffs involving public companies and initial public offerings. Under these default rules, the number of specified employees is generally limited to no more than 50 (in addition to any 1% and 5% owners). The final regulations, however, also permit service providers involved in a transaction simply to combine their separate pre-transaction lists of specified employees if this would be less burdensome. Q&A-22 Under what circumstances can payments be made to a specified employee during the six months following a separation from service? The proposed regulations left a number of questions open regarding payments to specified employees following separation from service. The final regulations answer some of these questions and significantly loosen the applicable restrictions. In three respects in particular, the final regulations are helpful: Short-Term Deferrals. As previously noted, a payment that qualifies as a short-term deferral is not subject to section 409A and, therefore, is not subject to the six-month delay. This fact is most significant in light of the ability to bifurcate a series of payments into those that qualify as a shortterm deferral and those that constitute deferred compensation as described in Q&A-2 above. Thus, any payments that are made within 2½ months after the end of the year in which the employee vested in his right to payment can be made within six months of termination, even if other payments under the arrangement would be subject to the delay. Separation Pay Plans. As noted above in Q&A-3, amounts payable under a separation pay plan that would otherwise be considered as providing deferred compensation because the amount or duration of the payments exceeds the limits set forth in the regulations are nevertheless not treated as deferred compensation to the extent of the limits. Thus, payments of separation pay following an involuntary termination or a window program can be paid during the six-month period following a specified employee s separation from service to the extent of the limit in effect for purposes of the exclusion of separation pay from the scope of section 409A. Indemnification, Reimbursement, and Fringe Benefit Arrangements. Payments and benefits under indemnification, reimbursement, and fringe benefit arrangements that are not nonqualified deferred compensation plans can also be provided during the six-month period following separation from service. Q&A-23 Must a participant in a nonqualified deferred compensation plan take an available distribution or loan from a qualified plan before receiving a distribution from a nonqualified plan subject to section 409A on account of an unforeseeable emergency? The proposed regulations required that no distribution be made under a nonqualified deferred compensation plan on account of a participant s unforeseeable emergency to the extent that the emergency could be relieved through other sources including liquidation of the [participant s] assets, to the extent the liquidation of such assets would not cause severe financial hardship. In addition, the legislative history of section 409A indicated that the rules governing these hardship distributions from nonqualified plans were intended to be more restrictive than those applicable under 401(k) plans, which require, among other things, that participants receive any available plan loans before taking a hardship distribution. Accordingly, many employers interpreted the proposed regulations as requiring that a participant take any available distributions from other plans before being able to receive a distribution This article is for informational purposes and is not intended to constitute legal advice. 12

13 from a plan subject to section 409A. Somewhat surprisingly, the final regulations appear to take a more liberal position. Specifically, the preamble to the final regulations states that the availability of distributions from other nonqualified plans or from qualified plans need not be considered in determining whether an emergency could be relieved through other means. Therefore, a participant may receive a distribution on account of unforeseeable emergency even if the participant s need could be relieved from distributions or loans from qualified plans or distributions from other nonqualified plans. In its discussion of the determination of whether an amount is necessary to relieve an unforeseeable emergency, however, the actual text of the final regulations refers only to amounts available under other nonqualified plans as not being required to be taken into account. Given the detailed discussion of this issue in the preamble, and the strong public policy favoring the preservation of qualified retirement benefits for retirement, it appears that the IRS intended that the rule be as described in the preamble. Q&A-24 Can the form and/or time of a distribution from a plan subject to section 409A be linked to the distribution the participant receives from a related qualified plan? The continued viability of tandem elections e.g, ones pursuant to which an individual s nonqualified benefit is paid when, and (often, but not always) in the form in which, the participant receives his benefit under a related qualified plan has been a question of great interest since the enactment of section 409A. These tandem elections are fairly common and long-standing features of supplemental defined benefit plans that make up for the benefits participants cannot receive under qualified plans due to applicable Code limits on those plans. Particularly, the way these Code limits operate often makes it difficult to determine the amount payable from the nonqualified plan until the time and form of payment under the qualified plan is known. Although the IRS did not squarely address the issue of tandem elections in the final regulations or the preamble, it appears that payments will not be allowed to be made (in the case of a lump sum) or to commence (in the case of an annuity or installments) pursuant to a tandem election after December 31, The problem with tandem elections is that they do not comply with the distribution requirements of section 409A because they do not necessarily result in the payment of deferred compensation being made upon the participant s separation from service or at a specified time or pursuant to a specified schedule that is determinable as of the time the compensation is deferred. Because of the prevalence of these arrangements and the complex issues involved in modifying plans appropriately to eliminate these elections and incorporate distribution provisions that comply with section 409A, the IRS provided transition relief that ran through the end of 2005 in Notice When the proposed regulations were issued, the transition relief was extended through the end of More importantly, in the preamble to the proposed regulations, the IRS responded negatively to requests to make the transition relief permanent, stating that the statutory language did not afford them sufficient flexibility to approve this distribution arrangement and that, given that participants nonqualified benefits are frequently much greater than their benefits under the underlying qualified plan, they believed that allowing tandem elections would be inconsistent with the legislative intent regarding section 409A. When the final regulations were not issued before the end of 2006, the transition relief for tandem elections was extended in Notice through the end of As noted above, the final regulations are silent on the issue of tandem elections. However, the preamble makes it clear that designations of time and form of payment of deferred compensation must be brought into compliance with the requirements of section 409A by the time the final regulations are effective e.g, This article is for informational purposes and is not intended to constitute legal advice. 13

Getting Up to Speed on the Final Regulations for Deferred Compensation

Getting Up to Speed on the Final Regulations for Deferred Compensation Where published May-June 2007 THE TAX EXECUTIVE Getting Up to Speed on the Final Regulations for Deferred Compensation By: Norman J. Misher and David E. Kahen S ection 409A of the Internal Revenue Code

More information

IRS Finalizes Regulations Under Section 409A, Finally

IRS Finalizes Regulations Under Section 409A, Finally April 18, 2007 IRS Finalizes Regulations Under Section 409A, Finally On April 10 th, the IRS issued long-awaited final regulations under Code section 409A. The regulations primarily finalize rules contained

More information

IRS ISSUES PROPOSED REGULATIONS UNDER CODE SECTION 409A COVERING NEW DEFERRED COMPENSATION RULES

IRS ISSUES PROPOSED REGULATIONS UNDER CODE SECTION 409A COVERING NEW DEFERRED COMPENSATION RULES IRS ISSUES PROPOSED REGULATIONS UNDER CODE SECTION 409A COVERING NEW DEFERRED COMPENSATION RULES October 17, 2005 TABLE OF CONTENTS A. EFFECTIVE DATE; TRANSITION RULES...1 1. Effective Date of Regulations;

More information

Part I. Rulings and Decisions Under the Internal Revenue Code of 1986

Part I. Rulings and Decisions Under the Internal Revenue Code of 1986 This document is referenced in an endnote at the Bradford Tax Institute. CLICK HERE to go to the home page. Part I. Rulings and Decisions Under the Internal Revenue Code of 1986 Section 42. Low-Income

More information

In October 2004, the American Jobs Creation Act

In October 2004, the American Jobs Creation Act Long-Awaited Final Regulations Under Code Sec. 409A Are Issued As Transition Relief Nears an End * By David G. Johnson and Elizabeth Buchbinder ** Dave Johnson and Elizabeth Buchbinder discuss the new

More information

Deferred Compensation for Dummies: The Section 409A Compliance Clock is Ticking

Deferred Compensation for Dummies: The Section 409A Compliance Clock is Ticking Deferred Compensation for Dummies: The Section 409A Compliance Clock is Ticking OCTOBER 17, 2008 PUBLICATIONS Most of us involved in the practice of law are familiar with the benefits of tax deferral.

More information

SECTION 409A: A NIGHTMARE OF COMPLEXITY

SECTION 409A: A NIGHTMARE OF COMPLEXITY JULY 25, 2007 VOLUME 3, NUMBER 6 SECTION 409A: A NIGHTMARE OF COMPLEXITY In this newsletter, we will first provide a relatively brief, high level outline of the Section 409A rules, after which we will

More information

409A PROPOSED REGULATIONS: MORE GUIDANCE AND LIMITED TRANSITION RELIEF

409A PROPOSED REGULATIONS: MORE GUIDANCE AND LIMITED TRANSITION RELIEF OCTOBER 18, 2005 VOLUME 1, NUMBER 11 409A PROPOSED REGULATIONS: MORE GUIDANCE AND LIMITED TRANSITION RELIEF The proposed regulations generally extend the plan amendment deadline to December 31, 2006, and

More information

Legal Updates & News. IRS Issues Final Section 409A Regulations May 2007 by Timothy G. Verrall, Paul Borden, Patrick McCabe.

Legal Updates & News. IRS Issues Final Section 409A Regulations May 2007 by Timothy G. Verrall, Paul Borden, Patrick McCabe. Legal Updates & News Legal Updates IRS Issues Final Section 409A Regulations May 2007 by Timothy G. Verrall, Paul Borden, Patrick McCabe Related Practices: Tax On April 10, after keeping the executive

More information

1. There have been significant expansions to the definition of service recipient stock

1. There have been significant expansions to the definition of service recipient stock TOP 10 THINGS TO KNOW ABOUT THE FINAL SECTION 409A REGULATIONS 1. There have been significant expansions to the definition of service recipient stock Rule: The definition of service recipient stock has

More information

Recent Developments Affecting Qualified and Nonqualified Deferred Compensation, Part I: New Proposed Regulations

Recent Developments Affecting Qualified and Nonqualified Deferred Compensation, Part I: New Proposed Regulations PRACTICE POINT Recent Developments Affecting Qualified and Nonqualified Deferred Compensation, Part I: New Proposed Regulations By David Pratt, Professor of Law, Albany Law School, Albany, NY There have

More information

Section 409A and Severance Arrangements

Section 409A and Severance Arrangements Section 409A and Severance Arrangements A Lexis Practice Advisor Practice Note by Alan M. Levine, Morrison Cohen LLP Alan M. Levine This practice note discusses how the nonqualified deferred compensation

More information

Global Employer Rewards. Nonqualified Deferred Compensation: The Effect of Section 409A Now and in the Future

Global Employer Rewards. Nonqualified Deferred Compensation: The Effect of Section 409A Now and in the Future Global Employer Rewards Nonqualified Deferred Compensation: The Effect of Section 409A Now and in the Future 1 Contents Introduction...1 Section 409A: Overview...2 Nonqualified Deferred Compensation Plans:

More information

Compensation of Founders and Key Employees of Emerging Companies After The Enactment of Section 409A * Kenneth R. Hoffman Venable LLP Washington, D.C.

Compensation of Founders and Key Employees of Emerging Companies After The Enactment of Section 409A * Kenneth R. Hoffman Venable LLP Washington, D.C. Compensation of Founders and Key Employees of Emerging Companies After The Enactment of Section 409A * Kenneth R. Hoffman Venable LLP Washington, D.C. October 21, 2005 The American Jobs Creation Act of

More information

NONQUALIFIED DEFERRED COMPENSATION: THE EFFECT OF THE NEW RULES NOW AND IN THE FUTURE

NONQUALIFIED DEFERRED COMPENSATION: THE EFFECT OF THE NEW RULES NOW AND IN THE FUTURE NONQUALIFIED DEFERRED COMPENSATION: THE EFFECT OF THE NEW RULES NOW AND IN THE FUTURE By Deloitte Tax LLP This special report was authored by Deborah Walker, partner (former deputy to the benefits tax

More information

Advanced Markets Because You Asked

Advanced Markets Because You Asked Advanced Markets Because You Asked June 2007 Answers to Questions Frequently Asked of the Advanced Markets Group The Impact of Section 409A on Nonqualified Deferred Compensation Plans Advanced Markets

More information

LEGAL ALERT. September 14, IRS Provides Limited Relief and Additional Guidance Under Code Section 409A

LEGAL ALERT. September 14, IRS Provides Limited Relief and Additional Guidance Under Code Section 409A LEGAL ALERT September 14, 2007 IRS Provides Limited Relief and Additional Guidance Under Code Section 409A On September 10, 2007, Treasury and the IRS released Notice 2007-78 (the Notice ), providing limited

More information

(a) Nonqualified deferred compensation plan In general. Except as otherwise provided in this paragraph (a), the term nonqualified deferred

(a) Nonqualified deferred compensation plan In general. Except as otherwise provided in this paragraph (a), the term nonqualified deferred 1.409A-1 Definitions and covered arrangements. (a) Nonqualified deferred compensation plan In general. Except as otherwise provided in this paragraph (a), the term nonqualified deferred 1.409A-0 Table

More information

Public companies will need to identify specified employees in advance in order to comply with document requirements.

Public companies will need to identify specified employees in advance in order to comply with document requirements. Final Deferred Compensation Regulations On April 10, 2007, the IRS issued its long-anticipated Final Regulations governing deferred compensation plans under Code Section 409A ( 409A ). The Final Regulations

More information

Newly Issued 457(f) Proposed Regulations Clarify Rules for Nonqualified Deferred Compensation Provided by Non-Profit and Governmental Entities

Newly Issued 457(f) Proposed Regulations Clarify Rules for Nonqualified Deferred Compensation Provided by Non-Profit and Governmental Entities Newly Issued 457(f) Proposed Regulations Clarify Rules for Nonqualified Deferred Compensation Provided by Non-Profit and Governmental Entities J. MARC FOSSE The long-awaited Internal Revenue Service (

More information

12 Separation Pay Arrangements

12 Separation Pay Arrangements 12 Separation Pay Arrangements Joseph M. Yaffe Skadden, Arps, Slate, Meagher & Flom LLP I. Introduction... II. Key Separation Pay Concepts... A. Separation Pay Plan... B. Separation Pay... C. Window Program...

More information

New IRS Guidance On Deferred Compensation

New IRS Guidance On Deferred Compensation October 2005 New IRS Guidance On Deferred Compensation The IRS has issued long-awaited Proposed Regulations under new Internal Revenue Code Section 409A, relating to non-qualified deferred compensation.

More information

Final 409A Deferred Compensation Regulations

Final 409A Deferred Compensation Regulations April 2007 Bulletin 07-030 If you have questions or would like additional information on the material covered in this Bulletin, please contact one of the authors: Jeffrey G. Aromatorio 412.288.3364 jaromatorio@reedsmith.com

More information

Navigating the Proposed 409A Regulations-General Rules By Mary K. Samsa, Joyce L. Meyer, and Barbara A. Cronin

Navigating the Proposed 409A Regulations-General Rules By Mary K. Samsa, Joyce L. Meyer, and Barbara A. Cronin Client Memorandum HR Law: Employee Benefits October 2005 Navigating the Proposed 409A Regulations-General Rules By Mary K. Samsa, Joyce L. Meyer, and Barbara A. Cronin On September 29, 2005, the Department

More information

IRS Issues Long-Awaited Proposed Regulations under Section 409A of the Internal Revenue Code

IRS Issues Long-Awaited Proposed Regulations under Section 409A of the Internal Revenue Code IRS Issues Long-Awaited Proposed Regulations under Section 409A of the Internal Revenue Code NOVEMBER 11, 2005 Background Code Section 409A On September 29, 2005, the Internal Revenue Service ( IRS ) and

More information

Recent Developments for Sections 409A and 457: Proposed Regulations and Chief Counsel Memorandum

Recent Developments for Sections 409A and 457: Proposed Regulations and Chief Counsel Memorandum CLIENT MEMORANDUM Recent Developments for Sections 409A and 457: Proposed Regulations and Chief Counsel Memorandum September 6, 2017 Earlier this summer, the Office of the Chief Counsel of the Internal

More information

IRS Transition Guidance on Deferred Compensation Legislation

IRS Transition Guidance on Deferred Compensation Legislation December 30, 2004 IRS Transition Guidance on Deferred Compensation Legislation The IRS recently issued eagerly-awaited preliminary guidance on the rules for nonqualified deferred compensation plans recently

More information

Code Section 409A: Revisiting the Basics

Code Section 409A: Revisiting the Basics 409A Basics A Webinar Series Code Section 409A: Revisiting the Basics Presenters: Althea R. Day Daniel L. Hogans Leslie E. DuPuy www.morganlewis.com March 29, 2012 Section 409A Background The American

More information

Statement of Mark D. Wincek Kilpatrick Stockton LLP at the Hearing on the Section 409A Proposed Regulations January 25, 2006

Statement of Mark D. Wincek Kilpatrick Stockton LLP at the Hearing on the Section 409A Proposed Regulations January 25, 2006 Suite 900 607 14th St., NW Washington DC 20005-2018 t 202 508 5801 f 202 585 0019 MWincek@KilpatrickStockton.com Statement of Mark D. Wincek Kilpatrick Stockton LLP at the Hearing on the Section 409A Proposed

More information

IRS proposes clarifying regulations for nonqualified deferred compensation plans

IRS proposes clarifying regulations for nonqualified deferred compensation plans Important information Plan administration and operation IRS proposes clarifying regulations for nonqualified deferred compensation plans Who s affected These proposed rules are applicable to plan sponsors

More information

AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION LIMITED LIABILITY ENTITIES. Presentation on: March 16, 2006

AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION LIMITED LIABILITY ENTITIES. Presentation on: March 16, 2006 AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION LIMITED LIABILITY ENTITIES Presentation on: March 16, 2006 NON-QUALIFIED DEFERRED COMPENSATION SECTION 409A AND PARTNERSHIPS John R. Maxfield Holland & Hart

More information

Part III. Administrative, Procedural, and Miscellaneous

Part III. Administrative, Procedural, and Miscellaneous Part III. Administrative, Procedural, and Miscellaneous Guidance Under 409A of the Internal Revenue Code Notice 2005 1 I. Purpose and Overview Section 885 of the recently enacted American Jobs Creation

More information

Harris 1. Feedback for Notice (Guidance on the Application of 162(m) 1 ) as of 10/30/2018. NOTICE , SECTION NUMBER Section III.B.

Harris 1. Feedback for Notice (Guidance on the Application of 162(m) 1 ) as of 10/30/2018. NOTICE , SECTION NUMBER Section III.B. Feedback for Notice 2018-68 (Guidance on the Application of 162(m) 1 ) as of 10/30/2018 Section III.B. Remuneration Provided Pursuant to a Written Binding Contract Clarify that compliance with requirements

More information

COMPENSATION & BENEFITS

COMPENSATION & BENEFITS COMPENSATION & BENEFITS JUNE 2001 A lert Summary of Retirement-Related Provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 The Economic Growth and Tax Relief Reconciliation Act

More information

Newly Issued Code Section 457(f) Proposed Regulations Offer Clarity and New Opportunities in Designing Executive Compensation

Newly Issued Code Section 457(f) Proposed Regulations Offer Clarity and New Opportunities in Designing Executive Compensation A P R O F E S S I O N A L C O R P O R A T I O N ERISA AND EMPLOYEE BENEFITS ATTORNEYS Newly Issued Code Section 457(f) Proposed Regulations Offer Clarity and New Opportunities in Designing Executive Compensation

More information

Foley & Lardner LLP. May 13, :00 p.m. 2:00 p.m. EST

Foley & Lardner LLP. May 13, :00 p.m. 2:00 p.m. EST Attorney Advertising Prior results do not guarantee a similar outcome Models used are not clients but may be representative of clients 321 N. Clark Street, Suite 2800, Chicago, IL 60610 312.832.4500 Foley

More information

Worth the Wait? The Final Section 409A Regulations

Worth the Wait? The Final Section 409A Regulations T O O U R F R I E N D S A N D C L I E N T S M e m o r a n d u m May 2, 2007 www.friedfrank.com Worth the Wait? The Final Section 409A Regulations The Treasury Department has issued final regulations under

More information

Deferred Compensation Legislation Urgent Need for Guidance

Deferred Compensation Legislation Urgent Need for Guidance William F. Sweetnam Benefits Tax Counsel Department of the Treasury 1500 Pennsylvania Avenue, NW Room 3050 Washington, DC 20220 Re: Deferred Compensation Legislation Urgent Need for Guidance Dear Bill:

More information

Further Guidance on the Application of Section 409A to Nonqualified Deferred Compensation Plans

Further Guidance on the Application of Section 409A to Nonqualified Deferred Compensation Plans [4830-01-p] DEPARTMENT OF THE TREASURY Internal Revenue Service 26 CFR Part 1 [REG-148326-05] RIN 1545-BF50 Further Guidance on the Application of Section 409A to Nonqualified Deferred Compensation Plans

More information

U.S. Chamber of Commerce

U.S. Chamber of Commerce U.S. Chamber of Commerce www.uschamber.com 1615 H Street, NW Washington, DC 20062 January 3, 2006 Courier s Desk Internal Revenue Service 1111 Constitution Avenue, N.W. Washington, DC 20224 ATTN: C:PA:LPD:PR

More information

COMMENTARY JONES DAY. Section 409A operates in three steps. First, it identifies compensation it considers nonqualified deferred

COMMENTARY JONES DAY. Section 409A operates in three steps. First, it identifies compensation it considers nonqualified deferred February 2006 JONES DAY COMMENTARY Employee Benefits & Executive Compensation Section 409A s Impact on Private Companies Section 409A was added to the Internal Revenue Code in October 2004 to provide strict

More information

U.S. Tax Advisory. Final section 409A regulations What you need to know and do now

U.S. Tax Advisory. Final section 409A regulations What you need to know and do now U.S. Tax Advisory. Final section 409A regulations What you need to know and do now On April 10, 2007, the U.S. Treasury Department and Internal Revenue Service issued final regulations under section 409A

More information

Executive Compensation and Benefits Practice Team October 14, 2004

Executive Compensation and Benefits Practice Team October 14, 2004 Client Alert Congress Approves Broad Changes to Nonqualified Deferred Compensation Arrangements Enactment Imminent Executive Compensation and Benefits Practice Team On October 11, 2004, Congress passed

More information

Chapter VI. Specialized Types of Retirement Income Plans Midwinter Report

Chapter VI. Specialized Types of Retirement Income Plans Midwinter Report Chapter VI Specialized Types of Retirement Income Plans 2017 Midwinter Report American Bar Association Section of Labor and Employment Law Employee Benefits Committee February 8-11, 2017 Austin, Texas

More information

Implications. Background

Implications. Background December 15, 2008 Tax Alert 2008-1856 Compensation & Benefits IRS Issues Proposed Regulations on Calculating Includible Amounts Under Section 409A(a) The IRS has issued proposed regulations on calculating

More information

Treasury and IRS Issue Guidance under Section 409A on Correcting Document Failures

Treasury and IRS Issue Guidance under Section 409A on Correcting Document Failures Executive Compensation & Employee Benefits January 14, 2010 Treasury and IRS Issue Guidance under Section 409A on Correcting Document Failures This client memorandum describes recent guidance from the

More information

New Deferred Compensation Legislation Summary and Action Steps

New Deferred Compensation Legislation Summary and Action Steps October 29, 2004 New Deferred Compensation Legislation Summary and Action Steps The House and Senate recently approved far-reaching changes in the federal tax laws that apply to nonqualified deferred compensation

More information

CHECKLIST OF REQUIRED AND OPTIONAL EGTRRA AMENDMENTS AND OTHER 2002 GUIDANCE FOR QUALIFIED DEFINED CONTRIBUTION PLANS. Nondiscrimination Testing

CHECKLIST OF REQUIRED AND OPTIONAL EGTRRA AMENDMENTS AND OTHER 2002 GUIDANCE FOR QUALIFIED DEFINED CONTRIBUTION PLANS. Nondiscrimination Testing CHECKLIST OF REQUIRED AND OPTIONAL EGTRRA AMENDMENTS AND OTHER 2002 GUIDANCE FOR QUALIFIED DEFINED CONTRIBUTION PLANS Nondiscrimination Testing or Repeal of multiple-use test under Treas. Reg. 1.401(m)-2.

More information

Proposed Modifications/Clarifications to the 409A Regulations

Proposed Modifications/Clarifications to the 409A Regulations Proposed Modifications/Clarifications to the 409A Regulations By Howard D. Stern, FSA, MAAA Senior Vice President & Actuary The Pangburn Group On June 21 st, 2016, the IRS issued proposed regulations that

More information

Coping with the Interaction of 409A, 457 and Form 990 Reporting Obligations

Coping with the Interaction of 409A, 457 and Form 990 Reporting Obligations Coping with the Interaction of 409A, 457 and Form 990 Reporting Obligations 44 th Annual Southern Federal Tax Institute Atlanta, Georgia October 21, 2009 David W. Powell Groom Law Group, Chartered Washington,

More information

CHECKLIST OF REQUIRED AND OPTIONAL EGTRRA AMENDMENTS AND OTHER RECENT GUIDANCE FOR QUALIFIED DEFINED CONTRIBUTION PLANS. Nondiscrimination Testing

CHECKLIST OF REQUIRED AND OPTIONAL EGTRRA AMENDMENTS AND OTHER RECENT GUIDANCE FOR QUALIFIED DEFINED CONTRIBUTION PLANS. Nondiscrimination Testing October 16, 2003 CHECKLIST OF REQUIRED AND OPTIONAL EGTRRA AMENDMENTS AND OTHER RECENT GUIDANCE FOR QUALIFIED DEFINED CONTRIBUTION PLANS Nondiscrimination Testing Required or Repeal of multiple-use test

More information

Highlights of Final Rules For Nonqualified Defined Contribution Plans

Highlights of Final Rules For Nonqualified Defined Contribution Plans Highlights of Final Rules For Nonqualified Defined Contribution Plans Provision Addressed Definition of Nonqualified Deferred Compensation Plan Definition of Deferred Compensation Plan Aggregation Rules

More information

INVESTMENT FUNDS ALERT

INVESTMENT FUNDS ALERT October 15, 2004 INVESTMENT FUNDS ALERT NEW LEGISLATION RELATING TO NONQUALIFIED DEFERRED COMPENSATION PLANS Congress has passed, and President Bush is expected to sign into law, the American Jobs Creation

More information

The tax code provides two general tax regimes for the taxation of deferred compensation. The regime that applies depends on the tax status of the

The tax code provides two general tax regimes for the taxation of deferred compensation. The regime that applies depends on the tax status of the 1 The tax code provides two general tax regimes for the taxation of deferred compensation. The regime that applies depends on the tax status of the employer. If tax-exempt, Section 457(f) applies. If taxable,

More information

ADOPTION AGREEMENT FOR FIS BUSINESS SYSTEMS LLC NON-STANDARDIZED PROFIT SHARING PLAN

ADOPTION AGREEMENT FOR FIS BUSINESS SYSTEMS LLC NON-STANDARDIZED PROFIT SHARING PLAN ADOPTION AGREEMENT FOR FIS BUSINESS SYSTEMS LLC NON-STANDARDIZED PROFIT SHARING PLAN CAUTION: Failure to properly fill out this Adoption Agreement may result in disqualification of the Plan. Non-Standardized

More information

FASB Interpretation No. 44. Accounting for Certain Transactions Involving Stock Compensation an Interpretation of APB Opinion No.

FASB Interpretation No. 44. Accounting for Certain Transactions Involving Stock Compensation an Interpretation of APB Opinion No. FREDERIC W. COOK & CO., INC. NEW YORK CHICAGO LOS ANGELES May 1, 2000 (Revised 08/02/02) Overview of Opinion 25 FASB Interpretation No. 44 for Certain Transactions Involving Stock Compensation an Interpretation

More information

Advanced Designs. Pocket Guide. Questions & Answers Regarding IRC Section 409A and the Final IRC Section 409A Regulations

Advanced Designs. Pocket Guide. Questions & Answers Regarding IRC Section 409A and the Final IRC Section 409A Regulations Advanced Designs Pocket Guide Questions & Answers Regarding IRC Section 409A and the Final IRC Section 409A Regulations Applications for Using Life Insurance AD-OC-792A This material is not intended to

More information

Joint Committee on Employee Benefits Q&A with the U.S. Treasury Dept. and Internal Revenue Service based on meeting with staff May 12, 2000

Joint Committee on Employee Benefits Q&A with the U.S. Treasury Dept. and Internal Revenue Service based on meeting with staff May 12, 2000 Joint Committee on Employee Benefits Q&A with the U.S. Treasury Dept. and Internal Revenue Service based on meeting with staff May 12, 2000 The following questions and answers are based on informal discussions

More information

A Revolution in the World of Deferred Compensation

A Revolution in the World of Deferred Compensation Originally published in: The Tax Executive November 15, 2004 A Revolution in the World of Deferred Compensation By: Norman J. Misher and David E. Kahen I. Introduction On October 22, 2004, President Bush

More information

Executive Compensation, Employee Benefits and ERISA Alert

Executive Compensation, Employee Benefits and ERISA Alert Executive Compensation, Employee Benefits and ERISA Alert July 5, 2016 If you read one thing... The Internal Revenue Service (IRS) has issued proposed regulations on the application of Code Section 409A

More information

ADOPTION AGREEMENT FOR FIS BUSINESS SYSTEMS LLC STANDARDIZED MONEY PURCHASE PLAN

ADOPTION AGREEMENT FOR FIS BUSINESS SYSTEMS LLC STANDARDIZED MONEY PURCHASE PLAN ADOPTION AGREEMENT FOR FIS BUSINESS SYSTEMS LLC STANDARDIZED MONEY PURCHASE PLAN CAUTION: Failure to properly fill out this Adoption Agreement may result in disqualification of the Plan. EMPLOYER INFORMATION

More information

Anatomy of a Deferred Compensation Plan

Anatomy of a Deferred Compensation Plan Executive Compensation Basics A Webinar Series Anatomy of a Deferred Compensation Plan Webinar 3 of 4 June 17, 2014 www.morganlewis.com Presenters: Daniel Hogans Randy McGeorge Leslie DuPuy Morgan, Lewis

More information

Beware the Ides of March: Voluntary Deferral Elections for 2005 Must Be Made by March 15

Beware the Ides of March: Voluntary Deferral Elections for 2005 Must Be Made by March 15 FEBRUARY 19, 2005 VOLUME 1, NUMBER 4 [A]n employee may make an election as late as March 15, 2005, to defer compensation for services performed on or before December 31, 2005. Beware the Ides of March:

More information

Employee Benefits Client Alert: October 2008

Employee Benefits Client Alert: October 2008 Employee Benefits Client Alert: October 2008 Q&A ON 409A: COMPLIANCE DEADLINE FOR DEFERRED COMPENSATION PLANS AND AGREEMENTS Q-1: Why should service providers and service recipients be concerned with Internal

More information

Compensation Packages: What s in Your Wallet? 1 By John D. Walch Of Counsel, Labor and Employment Group April 20, 2006

Compensation Packages: What s in Your Wallet? 1 By John D. Walch Of Counsel, Labor and Employment Group April 20, 2006 Compensation Packages: What s in Your Wallet? 1 By John D. Walch Of Counsel, Labor and Employment Group April 20, 2006 I. Introduction Since the 1940s, most businesses in the United States have used very

More information

PRESENT LAW. See, e.g., Sproull v. Commissioner, 16 T.C. 244 (1951), aff d per curiam, 194 F.2d 541 (6th Cir. 1952); Rev. Rul , C.B. 174.

PRESENT LAW. See, e.g., Sproull v. Commissioner, 16 T.C. 244 (1951), aff d per curiam, 194 F.2d 541 (6th Cir. 1952); Rev. Rul , C.B. 174. 706 uct. The report also shall include a discussion of IRS findings regarding the addition of waste products to taxable fuel and any recommendations to address the taxation of such products. The report

More information

Treasury Issues TARP Guidance on Compensation and Corporate Governance

Treasury Issues TARP Guidance on Compensation and Corporate Governance Frederic W. Cook & Co., Inc. New York Chicago Los Angeles San Francisco Atlanta June 18, 2009 EXECUTIVE SUMMARY Treasury Issues TARP Guidance on Compensation and Corporate Governance On June 15, 2009,

More information

BASIC PLAN DOCUMENT. Universal Simplified Employee Pension Plan DEFINITIONS

BASIC PLAN DOCUMENT. Universal Simplified Employee Pension Plan DEFINITIONS Universal Simplified Employee Pension Plan BASIC PLAN DOCUMENT DEFINITIONS ADOPTING EMPLOYER Means any corporation, sole proprietor, or other entity named in the Adoption Agreement and any successor who

More information

LEXIS FEDERAL TAX JOURNAL QUARTERLY

LEXIS FEDERAL TAX JOURNAL QUARTERLY LEXIS FEDERAL TAX JOURNAL QUARTERLY September 2016 IN THIS ISSUE: Featured Articles Elaine Gagliardi on Consistent Basis Reporting: Are Proposed Regulations Consistent with Congress s Basis for Enactment?

More information

Individual 401(k) Basic Plan Document

Individual 401(k) Basic Plan Document Individual 401(k) Basic Plan Document Connect with Vanguard > 800-337-6241 1 This page is intentionally left blank TABLE OF CONTENTS DEFINITIONS 2009 RMD... 1 ACP Test Safe Harbor Matching Contributions...

More information

Compensating Owners and Key Employees of Partnerships and LLC's

Compensating Owners and Key Employees of Partnerships and LLC's College of William & Mary Law School William & Mary Law School Scholarship Repository William & Mary Annual Tax Conference Conferences, Events, and Lectures 2013 Compensating Owners and Key Employees of

More information

Makes permanent the provisions of EGTRRA that relate to retirement plans and IRAs. Makes the Saver s Credit permanent.

Makes permanent the provisions of EGTRRA that relate to retirement plans and IRAs. Makes the Saver s Credit permanent. Leading Proposals Affecting Defined Contribution and Other Retirement Arrangements (Other Than Pension Funding and Hybrid Plan Proposals) [Note: Includes discussion of H.R. 1000, which passed the House

More information

Client Alert. New Tax Law Will Require Substantial Changes to Many Non-Qualified Deferred Compensation Arrangements.

Client Alert. New Tax Law Will Require Substantial Changes to Many Non-Qualified Deferred Compensation Arrangements. October 19, 2004 Client Alert An informational newsletter from Goodwin Procter LLP New Tax Law Will Require Substantial Changes to Many Non-Qualified Deferred Compensation Arrangements Employers must take

More information

Friday, 15 July 2016 #WRN Compensation Plans (REG ), Proposed Rule, June 22, 2016.

Friday, 15 July 2016 #WRN Compensation Plans (REG ), Proposed Rule, June 22, 2016. The WRNewswire is created exclusively for AALU Members by insurance experts led by Steve Leimberg, Lawrence Brody and Linas Sudzius. WRNewswire 16.07.15 was written by Marla Aspinwall. The AALU WRNewswire

More information

In general. Section 162(m) Committee Reports. Joint Committee on Taxation Report JCX Present Law

In general. Section 162(m) Committee Reports. Joint Committee on Taxation Report JCX Present Law Committee Reports COMREP 1621.00048 Special rules for tax treatment of executive compensation of employers participating in the troubled assets relief program. (Emergency Economic Stabilization Act of

More information

communicator IRS Releases Final Regulations Regarding Nonqualified Deferred Compensation Plans contents T h e C o r p o r a t e

communicator IRS Releases Final Regulations Regarding Nonqualified Deferred Compensation Plans contents T h e C o r p o r a t e Snell & Wilmer L.L.P. communicator T h e C o r p o r a t e www.swlaw.com May 2007 contents If you have any questions or would like any assistance regarding the matters discussed in this memorandum please

More information

TRUST COMPANY OF AMERICA DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST

TRUST COMPANY OF AMERICA DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST TRUST COMPANY OF AMERICA DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II ADMINISTRATION 2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER... 16 2.2 DESIGNATION

More information

IRS Publishes Rules for Single-Employer Pension Plan Funding Relief

IRS Publishes Rules for Single-Employer Pension Plan Funding Relief IRS Publishes Rules for Single-Employer Pension Plan Funding Relief IRS Notice 2011-3 provides guidance as to how a sponsor of a single-employer defined benefit pension plan may elect one of the two alternative

More information

INITIAL GUIDANCE ON NEW DEFERRED COMPENSATION RULES

INITIAL GUIDANCE ON NEW DEFERRED COMPENSATION RULES CLIENT MEMORANDUM INITIAL GUIDANCE ON NEW DEFERRED COMPENSATION RULES The Treasury has issued initial guidance under Section 409A of the Internal Revenue Code. Section 409A, added to the Code as part of

More information

Frederic W. Cook & Co., Inc.

Frederic W. Cook & Co., Inc. Frederic W. Cook & Co., Inc. New York Chicago Los Angeles February 28, 2005 Action Items in Response to IRS Guidance on Deferred Compensation Elections, Amendments, Cancellations and Terminations in 2005

More information

AMERICAN BAR ASSOCIATION SECTION OF TAXATION MAY MEETING 2003 COMMITTEE ON EMPLOYEE BENEFITS

AMERICAN BAR ASSOCIATION SECTION OF TAXATION MAY MEETING 2003 COMMITTEE ON EMPLOYEE BENEFITS AMERICAN BAR ASSOCIATION SECTION OF TAXATION MAY MEETING 2003 COMMITTEE ON EMPLOYEE BENEFITS JOINT COMMITTEE ON EMPLOYEE BENEFITS INTERNAL REVENUE SERVICE QUESTIONS AND ANSWERS May 9, 2003 The preceding

More information

Proposed Code Section 409A Income Inclusion Regulations

Proposed Code Section 409A Income Inclusion Regulations Proposed Code Section 409A Income Inclusion Regulations Prop. Reg. 1.409A-4. Calculation of Amount Includible in Income and Additional Income Taxes Table of Contents (a) Amount includible in income due

More information

Tax Incentives for Investments in Opportunity Zones: New Regulations Provide Clarity and More Questions

Tax Incentives for Investments in Opportunity Zones: New Regulations Provide Clarity and More Questions Tax Incentives for Investments in Opportunity Zones: New Regulations Provide Clarity and More Questions October 30, 2018 The 2017 Federal Tax Reform bill enacted a new set of tax incentives for investments

More information

IRS Issues Proposed Regulations on Hybrid Plans

IRS Issues Proposed Regulations on Hybrid Plans IRS Issues Proposed Regulations on Hybrid Plans On December 27, 2007, the IRS issued proposed regulations on provisions in the Pension Protection Act of 2006 affecting primarily cash balance and other

More information

Client Memorandum. HR Law: Employee Benefits January 2005

Client Memorandum. HR Law: Employee Benefits January 2005 Client Memorandum HR Law: Employee Benefits January 2005 Interpretations with Respect to 457(f) Plans: IRS Guidance Issued Under Code Section 409A Affecting Nonqualified Deferred Compensation Plans Overview:

More information

Structuring Employee Severance Arrangements: Revisiting Code Section 409A and its Impact on Deferred Compensation

Structuring Employee Severance Arrangements: Revisiting Code Section 409A and its Impact on Deferred Compensation Presenting a live 90-minute webinar with interactive Q&A Structuring Employee Severance Arrangements: Revisiting Code Section 409A and its Impact on Deferred Compensation TUESDAY, JULY 26, 2016 1pm Eastern

More information

AFFILIATED HEALTHCARE SYSTEMS NONQUALIFIED DEFERRED COMPENSATION PLAN ARTICLE I PURPOSE

AFFILIATED HEALTHCARE SYSTEMS NONQUALIFIED DEFERRED COMPENSATION PLAN ARTICLE I PURPOSE AFFILIATED HEALTHCARE SYSTEMS NONQUALIFIED DEFERRED COMPENSATION PLAN ARTICLE I PURPOSE 1.1 Purpose of Plan. Effective as of the 1st day of January, 2018, Affiliated Healthcare Systems ( AHS ), a Maine

More information

THE NONQUALIFIED DEFERRED COMPENSATION ADVISOR 2007 SUPPLEMENT

THE NONQUALIFIED DEFERRED COMPENSATION ADVISOR 2007 SUPPLEMENT THE NONQUALIFIED DEFERRED COMPENSATION ADVISOR 2007 SUPPLEMENT PPA Restricts Trusts for Top Executives The Pension Protection Act added new restrictions to IRC Section 409A to prohibit top executives from

More information

SEPARATION AGREEMENTS CENTRAL NEW YORK SALES & MARKETING EXECUTIVES

SEPARATION AGREEMENTS CENTRAL NEW YORK SALES & MARKETING EXECUTIVES SEPARATION AGREEMENTS CENTRAL NEW YORK SALES & MARKETING EXECUTIVES The New Yorker Collection 2006 Frank Cotham from cartoonbank.com. All Rights Reserved. By: JONATHAN M. CERRITO Franklin Center Suite

More information

Focus on Severance Pay Arrangements Under the New Deferred Compensation Proposed Regulations

Focus on Severance Pay Arrangements Under the New Deferred Compensation Proposed Regulations 11/11/2005 Focus on Severance Pay Arrangements Under the New Deferred Compensation Proposed Regulations The Internal Revenue Service and U.S. Treasury Department recently issued proposed regulations under

More information

EITF Issue No

EITF Issue No Frederic W. Cook & Co., Inc. New York Chicago Los Angeles EITF Issue No. 00-23 Issues Related to the Accounting for Stock Compensation under APB Opinion No. 25 and FASB Interpretation No. 44 08/02/02 (Revised)

More information

INTERIM GUIDANCE ON APPLICATION OF 457A. A. Section 457A In General

INTERIM GUIDANCE ON APPLICATION OF 457A. A. Section 457A In General Interim Guidance Under Section 457A Notice 2009 8 PURPOSE This notice provides interim guidance on the application of 457A to nonqualified deferred compensation plans of nonqualified entities. Section

More information

The Alert Guidelines are tools used by Employee Plans Specialists during their review of retirement plans and are available to plan sponsors to use

The Alert Guidelines are tools used by Employee Plans Specialists during their review of retirement plans and are available to plan sponsors to use The Alert Guidelines are tools used by Employee Plans Specialists during their review of retirement plans and are available to plan sponsors to use before submitting determination letter applications to

More information

FIS BUSINESS SYSTEMS LLC NON-STANDARDIZED EMPLOYEE STOCK OWNERSHIP PLAN (ESOP) PRE-APPROVED PLANDEFINED CONTRIBUTION DRAFT - 1/24/19

FIS BUSINESS SYSTEMS LLC NON-STANDARDIZED EMPLOYEE STOCK OWNERSHIP PLAN (ESOP) PRE-APPROVED PLANDEFINED CONTRIBUTION DRAFT - 1/24/19 FIS BUSINESS SYSTEMS LLC NON-STANDARDIZED EMPLOYEE STOCK OWNERSHIP PLAN (ESOP) PRE-APPROVED PLANDEFINED CONTRIBUTION TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II ADMINISTRATION 2.1 POWERS AND RESPONSIBILITIES

More information

Nuts & Bolts of Section 409A: Practical Issues to Consider in Every Practice

Nuts & Bolts of Section 409A: Practical Issues to Consider in Every Practice Nuts & Bolts of Section 409A: Practical Issues to Consider in Every Practice June 9, 2016 Sponsored by the ABA Joint Committee on Employee Benefits and the American College of Employee Benefits Counsel

More information

IRS Issues New Proposed Cafeteria Plan Regulations

IRS Issues New Proposed Cafeteria Plan Regulations IRS Issues New Proposed Cafeteria Plan Regulations The IRS recently issued new proposed regulations governing the operation of cafeteria plans under Section 125 of the Internal Revenue Code. These regulations

More information

403(b) PLAN BASIC PLAN DOCUMENT

403(b) PLAN BASIC PLAN DOCUMENT 403 PLAN BASIC PLAN DOCUMENT TABLE OF CONTENTS SECTION 1 PLAN DEFINITIONS 1.01 Account... 1 1.02 Account Balance... 1 1.03 Accumulated Benefit... 1 1.04 Actual Contribution Percentage Test (ACP Test)...

More information

Code Section 409A and the Hidden Deferred Compensation in Executive Employment Agreements

Code Section 409A and the Hidden Deferred Compensation in Executive Employment Agreements Benefits Law Journal, Vol. 18, No. 1, Winter 2005 Reprinted with permission from Aspen Publishers, New York, NY Code Section 409A and the New Section 409A of the Internal Revenue Code governs deferred

More information

Sample Plan Amendments for the Economic Growth and Tax Relief Reconciliation Act of 2001

Sample Plan Amendments for the Economic Growth and Tax Relief Reconciliation Act of 2001 Part III Sample Plan Amendments for the Economic Growth and Tax Relief Reconciliation Act of 2001 Notice 2001-57 I. Purpose This notice provides sample plan amendments for the changes to the plan qualification

More information

SunGard Business Systems LLC Defined Benefit Prototype/Volume Submitter Plan DRAFT 10/30/15

SunGard Business Systems LLC Defined Benefit Prototype/Volume Submitter Plan DRAFT 10/30/15 SunGard Business Systems LLC Defined Benefit Prototype/Volume Submitter Plan TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II ADMINISTRATION 2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER... 18 2.2

More information