SUMMARY PLAN DESCRIPTION Bill & Melinda Gates Foundation Executive Retirement Plan
Bill & Melinda Gates Foundation Executive Retirement Plan Table of Contents Page Introduction... 1 Article 1 Eligibility and Participation... 2 Eligibility Requirements... 2 Commencement of Participation... 2 Termination of Participation... 2 Article 2 Plan Contributions... 3 Elective Deferrals... 3 Changes to Your Enrollment Agreement... 3 Internal Revenue Code Limits on Contributions... 3 Participation in More Than One Eligible Code Section 457(b) Plan... 3 Article 3 Accessing Your Account... 5 Telephone... 5 Web Site... 5 Article 4 Investments... 6 Your Account... 6 Investments... 6 Article 5 Vesting... 7 Definition of Vested... 7 General Rule... 7 Article 6 Distributions... 8 Commencement of Distributions... 8 Form of Distribution... 8 Special Rules for Account Balances That Are $5,000 or Less... 8 Death Benefit and Designation of Beneficiary... 9 Marital Status... 9 Minimum Required Distributions... 10 Outgoing Transfers from the Plan... 10 Article 7 Miscellaneous Information... 11 - i -
Bill & Melinda Gates Foundation Executive Retirement Plan Table of Contents Page Non-Assignability of Plan Benefits... 11 Qualified Domestic Relations Orders (QDRO)... 11 Plan Amendment... 11 Plan Termination... 11 Interpretation of the Plan... 11 Overpayment... 12 Payments to Incompetents and Minors... 12 No Guaranty of Employment... 12 Military Service... 12 Plan Expenses and Costs... 12 Missing Participants... 13 Electronic Communication... 13 Article 8 Participant Rights... 14 Receipt of Communications... 15 Article 9 Plan Information... 17 Plan Sponsor Information... 17 Plan Administrator... 17 Article 10 Definitions... 18 Account... 18 Benefitable Compensation... 18 Diversified... 18 Eligible Employee... 18 Employee... 19 Enrollment Agreement... 19 ERISA... 19 Foundation... 19 Participant... 19 Plan... 19 Plan Document... 19 - ii -
Bill & Melinda Gates Foundation Executive Retirement Plan Table of Contents Page Plan Year... 19 Retirement Plans Committee... 19 SPD... 19 Testing Compensation... 20 - iii -
Introduction The Bill & Melinda Gates Foundation Executive Retirement Plan is an unfunded eligible deferred compensation plan under Code section 457(b). It is sponsored by the Bill & Melinda Gates Foundation. The purpose of the Plan 1 is to provide deferred compensation to a select group of management or highly compensated employees of the Foundation. This booklet is called a Summary Plan Description and it contains a summary in understandable language of your rights and benefits under the Plan. If you have difficulty understanding any part of this SPD, you should contact Diversified Investment Advisors at (800) 755-5801 or the Foundation's Human Resources Total Rewards Department for assistance. This SPD is a brief description of the terms of the Plan. It is not meant to interpret, extend or change the Plan in any way. A copy of the Plan is on file with the Foundation's Human Resources Total Rewards Department and may be reviewed by any Participant or beneficiary at any reasonable time. The Plan Document governs in the event of any discrepancy between this SPD and the actual provisions of the Plan Document. 1 Capitalized terms, such as "Plan" and others are defined in Article 9. - 1 -
Eligibility Requirements Article 1 Eligibility and Participation In general, only a select group of management or highly compensated employees of the Foundation are eligible to participate in the Plan. You are eligible to participate if you are (1) the Chief Executive Officer or (2) an Employee designated by the Chief Executive Officer or Director Total Rewards as an Employee eligible to participate in the Plan. If you cease to be designated as an Eligible Employee, you will no longer be eligible to make contributions to the Plan. Commencement of Participation If you are designated as an Eligible Employee you may elect to participate in the Plan by entering into an Enrollment Agreement. To commence your participation, please enroll in the Plan through the Diversified Direct web site at www.divinvest.com or by contacting Diversified at (800) 755-5801. Once you have completed the enrollment process, your enrollment in the Plan will go into effect as soon as administratively practicable, but, pursuant to Internal Revenue Code requirements, no earlier than as of the start first payroll period of the calendar month following the calendar month in which your Enrollment Agreement is to become effective. Termination of Participation You will cease to be a Participant once you are no longer entitled to any benefits under the Plan. - 2 -
Article 2 Plan Contributions Elective Deferrals If you are an Eligible Employee, you may elect to make elective deferrals to the Plan in whole percentages of your Benefitable Compensation that is paid each payroll period. Your elective deferrals are deducted from your Benefitable Compensation on a pre-tax basis each pay period after your Enrollment Agreement has taken effect. Changes to Your Enrollment Agreement You may modify your Enrollment Agreement at any time to increase, decrease, or completely suspend the amount of your elective deferrals. To modify your Enrollment Agreement, please log on to the Diversified Direct web site at www.divinvest.com or contact Diversified at (800) 755-5801. Changes to your Enrollment Agreement will go into effect as soon as administratively practicable, but, pursuant to Internal Revenue Code requirements, no earlier than as of the start first payroll period beginning in the calendar month following the calendar month in which your revised Enrollment Agreement is to become effective. Internal Revenue Code Limits on Contributions Your elective deferrals for a calendar year generally cannot exceed the lesser of $16,500 (for 2010 and 2011) or 100% of your Testing Compensation (the "Regular Limit"). The $16,500 dollar limit may be adjusted each year. However, during one or more of the last three taxable years ending before the year in which you attain age 65 (i.e., the Plan's normal retirement age), a special rule permits contributions up to an increased limit. For 2010 and 2011, this increased limit is equal to the lesser of $33,000 (i.e., the Regular Limit x 2), or the limitation for the calendar year described in the paragraph above plus any unused portions of the limitation described in the paragraph above for previous years (i.e., amounts allowed using the rule described in the paragraph above but not contributed in prior calendar years) during which you were an Eligible Employee. Amounts contributed in excess of this limit will be returned to you in a manner consistent with applicable Internal Revenue Code requirements and may be subject to Federal and State income tax. You will be notified by Diversified or the Foundation's Human Resources Total Rewards Department if your contributions exceed these limits. Participation in More Than One Eligible Code Section 457(b) Plan If you also participate in an eligible plan described in Internal Revenue Code section 457(b) sponsored by another employer, then this Plan and all other such plans will be - 3 -
considered as one plan for purposes of applying the limits on elective deferrals under this Article 2. You must notify Diversified if you participate in any other Internal Revenue Code section 457(b) plans to ensure that these limits are properly applied. The Foundation, the Retirement Plans Committee, and Diversified are not liable for any adverse tax consequences if you fail to notify Diversified. However, if you participate in another type of plan, such as an Internal Revenue Code section 403(b) plan like the Bill & Melinda Gates Foundation Employee Retirement Plan, you may contribute up to each plan's the limit for each plan year without violating the limits in this Plan. - 4 -
Article 3 Accessing Your Account In order to take advantage of many of the Plan's features, including enrollment, beneficiary designation, distribution of your Account, and selection of investment funds, you will need to contact Diversified through the Diversified Direct web site or by telephone. Telephone You may contact the Diversified Direct call center at (800) 755-5801. The Plan's voice response system is generally available 24 hours a day, 7 days a week. Customer service representatives are generally available Monday through Friday, from 5:00 A.M. to 6:00 P.M., Pacific time. Web Site Electronic access can be obtained through the Diversified Direct web site at www.divinvest.com. The Plan's web site is generally available 24 hours a day, 7 days a week. - 5 -
Article 4 Investments Your Account Once enrolled in the Plan, the Retirement Plans Committee will establish a hypothetical bookkeeping Account in your name to keep track of your elective deferrals, including earnings, losses and expenses attributable to these deferrals. Plan assets (and all earnings attributable to these amounts) will remain assets of the Foundation until distributed to you or to your Beneficiary, and are subject to the claims of the Foundation's general creditors. Your Account represents the Foundation's promise to pay such benefits to you or your Beneficiary, and is maintained for recordkeeping purposes only. Investments The Retirement Plans Committee has the sole authority to determine and select the investments in which your Account will be deemed allocated and may change these funds at any time. Pursuant to procedures adopted by the Retirement Plans Committee, you may select which of these investment funds your Account should be deemed allocated for purposes of measuring the earnings, gains, losses and expenses attributable to your elective deferrals. To select among these investment funds available for the deemed investment of your Account, please log on to the Diversified Direct web site at www.divinvest.com or contact Diversified at (800) 755-5801. Please note, you alone are responsible for selecting the investment funds in which your Account will be deemed to be invested. This means that you, not the Retirement Plans Committee, the Foundation, or any of its employees are responsible for investment decisions relating to the assets deemed held in your Account. - 6 -
Article 5 Vesting Definition of Vested The term "vested"' refers to your nonforfeitable right to the amounts in your Account. General Rule You are always 100% vested in your Account. - 7 -
Commencement of Distributions Article 6 Distributions Distribution of your Account will begin on April 1 of the calendar year following the earlier of the calendar year in which you (1) sever employment with the Foundation for any reason, including, due to retirement, death, resignation or dismissal with or without cause, or (2) reach age 70½. This is referred to as your "Default Distribution Date". After the earlier of severing employment or attaining age 70½, you may elect to defer the commencement of distributions from your Account to a later fixed date. This first election to defer distribution must be made before distribution of your Account begins, and at least 30 days before your Default Distribution Date. If you choose to defer the distribution of your Account, you may make a second election to defer distribution to an even later fixed date. This second election must be made (1) after your Default Distribution Date and before distribution of your Account begins, and (2) at least 30 days before the first fixed date election. In no event may distribution of your Account begin later than April 1 of the calendar year following the later of your retirement or attainment of age 70½. Also, the Retirement Plans Committee may establish a deadline after which an election to defer your Automatic Distribution Date will not be allowed. Form of Distribution At least 30 days before distribution of your Account is scheduled to begin, you may elect to have your Account distributed in one of the following forms: Lump Sum Distribution: You may elect to receive your Account as one lump sum payment; or Installment Payments: You may elect to receive your Account in quarterly, semiannual or annual installment payments in an amount chosen by you for a period not to exceed ten years, continuing until no balance remains in your Account. To elect a distribution form, please log on to the Diversified Direct web site at www.divinvest.com or contact Diversified at (800) 755-5801. If you do not timely elect a distribution option, your benefit will be distributed to you as one lump sum payment. Special Rules for Account Balances That Are $5,000 or Less You may elect to receive a distribution of your Account balance at any time in a lump sum payment if (1) the value of your Account does not exceed $5,000, (2) you have not made elective deferral contributions to the Plan in the past two years that end on the date - 8 -
of distribution, and (3) you have never taken a distribution from your Account under this special rule. Death Benefit and Designation of Beneficiary If you die before your entire Account has been distributed to you, your Beneficiary will receive the value of your Account in a lump sum as soon as administratively practical after your death. To designate a beneficiary or beneficiaries, please contact Diversified at (800) 755-5801 or by using the Diversified Direct web site at www.divinvest.com. Your beneficiary designation will not be effective unless filed in a manner consistent with the procedures adopted by the Retirement Plans Committee. It is important that you keep Diversified informed of you and your beneficiary's proper name and address at all times. This will ensure that your chosen beneficiary will receive the death benefit available under the Plan. If: you do not make a valid beneficiary designation, or your designation lapses, or your beneficiary does not survive you, then your beneficiary will automatically be: your surviving spouse, or your domestic partner if you have no surviving spouse, or your children if you have no surviving spouse or domestic partner, or your estate, if none of the above. If you designate your spouse as your beneficiary but then you get divorced without being subject to a valid domestic relations order or qualified domestic relations order (as described in Article 7 of this SPD), your former spouse will continue to be your beneficiary unless you designate a new beneficiary, are remarried, or become subject to a qualified domestic relations order that names another beneficiary for your Account. The term "domestic partner" means an individual determined to be a domestic partner under the Foundation's employment policies. Marital Status Federal law requires that only opposite-sex couples be considered "married" for most Plan-purposes, regardless of any state law provisions to the contrary. Unless specifically stated to the contrary in this SPD, the terms "marriage", "married", "husband", "wife", - 9 -
"spouse", and "surviving spouse" refer only to an opposite sex partner whose marriage is recognized under the Internal Revenue Code after application of the Defense of Marriage Act of 1996. If you are married, in a civil union, or in another domestic partner arrangement that is not recognized as a marriage under the Defense of Marriage Act of 1996, you are considered single for Plan purposes unless otherwise stated to the contrary in this SPD. Minimum Required Distributions You are required by law to start receiving minimum required distributions from the Plan no later than April 1 of the calendar year following the calendar year in which you turn age 70½ or terminate your employment, whichever occurs later. Once you start receiving minimum required distributions you must receive them at least annually. Also, distributions to beneficiaries must commence within certain periods required by the Internal Revenue Code. Please contact your individual tax advisor for more information about minimum required distributions. Outgoing Transfers from the Plan You or your Beneficiary may elect to transfer all or a portion of your Account to another plan of the same type that agrees to accept the transfer, provided the following conditions are satisfied: The transferee plan must be an eligible Internal Revenue Code section 457(b) plan; Amounts must be transferred directly from the Plan to the transferee plan without first being distributed to you or your Beneficiary; After the transfer, you or your Beneficiary must have deferred compensation immediately after the transfer at least as equal to the amount deferred immediately before the transfer; and You have severed employment with the Foundation and are performing services for the transferee employer (this requirement does not apply in the case of a Beneficiary). The Plan does not accept transfers from other plans. The Retirement Plans Committee may request documentation from the transferee Plan as it deems necessary to effectuate the transfer, to confirm that the transferee plan is an eligible Internal Revenue Code section 457(b), and to assure that transfers are provided for under the transferee plan. - 10 -
Non-Assignability of Plan Benefits Article 7 Miscellaneous Information Your Account may not be transferred, sold, assigned or used as collateral for a loan outside of this Plan, except to the extent required by law. Creditors may not attach, garnish, or otherwise interfere with your Account balance except in the case of a Qualified Domestic Relations Order ("QDRO"). Qualified Domestic Relations Orders (QDRO) A qualified domestic relations order ("QDRO") is a special order issued by a court in a divorce, child support or similar proceeding. In this situation, your spouse, former spouse, child, or other dependent, may be entitled to receive a portion or all of your Account balance. The Plan has established special procedures for processing QDROs. To request copies of these procedures, without charge, please contact Diversified at (800) 755-5801 or use the Diversified Direct web site at www.divinvest.com. Plan Amendment The Foundation or the Foundation's Chief Executive Officer, each in their sole discretion, may amend the Plan at any time. Limited amendment authority is also vested in the Foundation's Chief Financial Officer and the Foundation's Chief Human Resources Officer, each in their sole discretion. Plan Termination The Foundation has no legal or contractual obligation to continue the Plan. While the Foundation intends to continue the Plan indefinitely, it reserves the right to change or terminate the Plan at any time as circumstances may dictate. The Foundation's Chief Executive Officer also has the authority to terminate the Plan at any time, for any reason. If the Plan is terminated, Diversified and the Retirement Plans Committee will, to the extent permitted by law, facilitate the distribution of your Account balance as soon as administratively practicable. Interpretation of the Plan The Retirement Plans Committee and its delegates have the power and discretionary authority to construe the terms of the Plan and to determine all questions that arise under it. Such power and authority include, for example, the administrative discretion necessary to resolve issues with respect to an Employee's eligibility for benefits, disability, and retirement, or to interpret any other term contained in the Plan Document and any documents related to the Plan. The Retirement Plans Committee and their - 11 -
delegates' interpretations and determinations are binding on all Participants, Employees, former Employees, and their beneficiaries and are intended to be afforded the maximum deference under the law. Overpayment In the event of a mistaken payment or an overpayment of a benefit from the Plan, the Retirement Plans Committee may attempt to recoup such overpayment in any manner it deems appropriate, including, but limited to, reducing a Participant's future Plan benefit payments or wages to recover an overpayment (and any legally permissible interest that may be imposed on the overpayment). Payments to Incompetents and Minors The Plan may require proof of legal guardianship prior to making payments to a Participant's, spouse's or beneficiary's legal guardian. Any payment made to guardian with respect to a Participant, spouse, or beneficiary shall fully discharge the Plan's liability. Please note, Diversified and the Retirement Plans Committee have no duty to investigate whether or not a person is legally incompetent. No Guaranty of Employment Participation in the Plan does not guarantee your right to employment with the Foundation or a constituent organizational unit of the Foundation. Further, nothing set forth in this SPD should be interpreted to give you or your beneficiary any legal or equitable rights against the Foundation. Military Service If you are on a military leave of absence, contributions to the Plan stop for as long as the leave continues. However, federal law provides rights to certain reemployed veterans for service credit and makeup contributions for all or a portion of the period of military service. If you are on a military leave of absence, you may be eligible to receive an "in service" distribution of your Account. If you elect to receive this "in service" distribution of your Account, your elective deferrals will be suspended for six months. Please contact Diversified for more information. Plan Expenses and Costs All fees and expenses incurred in connection with the administration and operation of the Plan, including legal, accounting, actuarial, investment, management, and administrative - 12 -
fees and expenses, may be paid from the Plan's hypothetical assets, thus reducing the value of your Account. Diversified is paid an annual fee of 0.16% the Plan's hypothetical assets for its services to the Plan. This annual fee is subject to change from time-to-time. This fee is deemed paid out, pro-rata, from each Participant's Account. Certain investment funds provide "revenue sharing" to Diversified that is used to pay this fee instead of reducing your account. If this revenue sharing is less than the annual fee chargeable to your Account based on your investment in a particular investment fund, the portion of your Account invested in the investment fund will be reduced by the difference between the revenue sharing and 0.16% (as may be modified from time-to-time) of the value of your investment in the investment fund. If this revenue sharing is more than the annual fee, the portion of your Account invested in the investment fund will be credited with the surplus. Certain additional fees and expenses are also imposed on the Plan's investment funds. Descriptions of these fees and expenses, such as redemption fees, are described in the investment fund materials provided to you by the Foundation when you first became eligible to participate in the Plan, or in updated materials provided from time to time. If you would like to receive additional copies of these materials, please contact Diversified at (800) 755-5801 or use the Diversified Direct web site at www.divinvest.com. Missing Participants If Diversified, after making a reasonably diligent effort cannot locate a Participant or beneficiary, including by giving written notice addressed to the Participant or beneficiary's last known address as determined by Diversified, the amount payable to the Participant or beneficiary shall be managed as set forth in missing participant procedures adopted by the Retirement Plans Committee. Electronic Communication The Plan may use electronic communications to the extent that the Retirement Plans Committee provides for their use. Any reference to a communication of any kind in "writing" in this SPD includes the use of any approved electronic communication method. - 13 -
Article 8 Participant Rights Claims Procedures If you (or your authorized representative), your Beneficiary, or any other person or entity who may be eligible to receive benefits under the Plan believe that you are eligible to claim benefits under the Plan, your claim should be filed in writing with the Retirement Plans Committee by you (or by your authorized representative). If your claim for benefits is denied, in whole or in part, you or your beneficiary will receive a written notice from the Retirement Plans Committee within 90 days after the date on which your claim was filed. The Retirement Plans Committee can extend this period for an additional 90 days by notifying you or your beneficiary of the reasons for the extension and the date when you can expect to receive a decision (but not beyond 180 days after the date on which your claim was filed). The written notice will set forth: The specific reason or reasons for the denial; Specific reference to the Plan provisions on which the denial was based; A description of any additional material or information necessary to support your claim (along with an explanation of why the additional material or information is necessary); and An explanation of steps to take if you wish to submit your claim for review and any applicable time limits, including a statement of your right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review. A claim is considered approved only if the Retirement Plans Committee's approval is communicated to you in writing. You (or your authorized representative) may request a review of your denied claim by the Retirement Plans Committee. You must make this request for review to the Retirement Plans Committee within 60 days after receipt of notice that your claim has been denied. Also, if you do not receive a notice of denial of your initial claim, you may submit a written request for review to the Retirement Plans Committee within these time periods. As part of your appeal, you will (1) have the opportunity to submit written comments, documents, records, and other information relating to your claim for benefits; and (2) be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relating to your claim for benefits. The review of your claim will take into account all comments, documents, records, and other information you submit relating to your claim, without regard to whether it was submitted or considered in the initial benefit determination. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim. - 14 -
The Retirement Plans Committee shall make its decision on review not later than 60 days after receipt of your request for review, unless special circumstances require an extension of time. Under these circumstances, the Retirement Plans Committee may extend the applicable time for an additional 60 days. If an extension is required, you will receive a notice prior to the extension that will indicate the circumstances requiring the extension and the date by which a decision is expected on your appeal. The Retirement Plans Committee will provide you with a written notification of its determination on review, and, in the case of an adverse determination, shall provide: The specific reason or reasons for the adverse determination; Reference to the specific Plan provisions on which the benefit determination is based; A statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits; and A statement of your right to bring an action under ERISA section 502(a). In reviewing the denial of a benefit claim, the Retirement Plans Committee shall have full authority to interpret and apply in its discretion the provisions of the Plan. The decision of the Retirement Plans Committee shall be final and binding upon all individuals making a claim under this claims procedure. Any claims you may have alleging a violation of or seeking any remedy under any law should also be filed with the Retirement Plans Committee and will be considered in accordance with the foregoing procedures, including, but not limited to, the specific requirement that a denied claim be pursued through the appeals procedures before attempting to use a remedy outside the Plan's claims procedures. You may not bring an action in a court of law until your claim for benefits has been initially denied and subsequently denied on appeal under these procedures. You may not bring an action in a court of law more than one year after the date of the notification of the determination on review or more than one year after the date the notification of the determination on review would have been required to have been issued if you had filed a timely appeal. Receipt of Communications Your communications with the Plan, the Foundation, the Retirement Plans Committee, and Diversified are treated as received on the date that the communication is actually received by the Plan, the Foundation, the Retirement Plans Committee, or Diversified, as applicable, not on the day that they are mailed by you. However, communications from the Plan, the Foundation, the Retirement Plans Committee or Diversified, as applicable, - 15 -
are treated as received when delivered by hand to a person or mailed to the person at the address last appearing on the records of the Foundation. - 16 -
Article 9 Plan Information Plan Sponsor Information The name, address and business telephone number of the Foundation is: Bill & Melinda Gates Foundation P.O. Box 23350 Seattle, WA 98102 Attn: Retirement Plans Committee (206) 709-3100 The Foundation's Employer Identification Number is 56-2618866. Plan Administrator The Retirement Plans Committee is the "Plan Administrator" and is responsible for the administration of the Plan. The Retirement Plans Committee's duties are specifically identified in the Plan Document. The name, address and business telephone number of the Retirement Plans Committee is: Bill & Melinda Gates Foundation Retirement Plans Committee c/o Director Total Rewards P.O. Box 23350 Seattle, WA 98102 (206) 709-3100 The Retirement Plans Committee has delegated some of its duties as Plan Administrator to Diversified. The name, address and business telephone number of Diversified is: Diversified Investment Advisors 440 Mamaroneck Ave. Harrison, NY 10528 Attn: Client Management (800) 755-5801 - 17 -
Article 10 Definitions Account The hypothetical bookkeeping account established by the Retirement Plans Committee on your behalf to record your elective deferrals and any income, expenses, fees, gains or losses thereon, and the amount of any distributions made to you or your Beneficiary. Benefitable Compensation For purposes of computing contributions under the Plan, Benefitable Compensation generally means your regular pay as paid by the Foundation and reported as "wages" on your annual Form W-2, plus cashouts of accrued vacation pay (to the extent permitted under IRS rules). Your Benefitable Compensation is calculated before your pay is reduced for contributions to the Plan, to the Bill & Melinda Gates Foundation Employee Retirement Plan, or to a Foundation-sponsored cafeteria plan, and does not include amounts classified as: Reimbursements of non-foundation-provided health insurance premium costs; Taxable fringe benefits (including, but not limited to, any income attributable to group term life insurance benefits provided by the Foundation); Expatriate or inpatriate-related payments; Signing bonuses; Cell phone-related payments; Attributable to the cost of domestic partner insurance under the Foundation's insurance programs; Reimbursements under the Foundation's Lifecycle program; Moving and relocation expenses (lump sum or otherwise); and Reimbursement for parking expenses. The amount of Benefitable Compensation that may be taken into account each Plan Year is limited. The maximum amount for the 2010 and 2011 calendar years is $245,000 (this dollar amount is subject to adjustment each year). Diversified Diversified Investment Advisors, Inc. Eligible Employee The Foundation's Chief Executive Officer or an Employee designated as an Eligible Employee by the Foundation's Chief Executive Officer or the Foundation's Director Total - 18 -
Rewards. Such Employee must be a member of a select group of management or a highly compensated employees. Employee A common law employee of the Foundation on its United States payroll. Enrollment Agreement An agreement between you and the Foundation under the terms of which the Foundation agrees to make certain contributions on your behalf. ERISA The Employee Retirement Income Security Act of 1974, as amended. Foundation The Bill & Melinda Gates Foundation. No other employer shall be included in this definition of Foundation. Participant An Eligible Employee or former Eligible Employee who is entitled to any benefits under the Plan. Plan The Bill & Melinda Gates Foundation Executive Retirement Plan. Plan Document The written document detailing the provisions of the Plan. Plan Year The Plan Year is the twelve-month period ending on the last day of December. Retirement Plans Committee The Bill & Melinda Gates Foundation Retirement Plans Committee SPD This summary plan description. - 19 -
Testing Compensation For purposes of applying Internal Revenue Code dollar limits under the Plan, Testing Compensation generally means your regular pay as paid by the Foundation and reported as "wages" on your annual Form W-2, plus cashouts of accrued vacation pay (to the extent permitted under IRS rules). Your Testing Compensation is calculated before your pay is reduced for contributions to the Plan, to the Bill & Melinda Gates Foundation Employee Retirement Plan, or to a Foundation-sponsored cafeteria plan. Tax laws limit the amount of Testing Compensation that may be taken into account each Plan Year. The maximum amount for the 2010 and 2011 calendar years is $245,000 (this dollar amount is subject to adjustment each year). - 20 -