Weis Markets, Inc. Retirement Savings Plan Originally Effective July 1, 1994 As Amended And Restated Effective January 1, 2015 -------------------------------------------------------------------------------- 821ec53f-24ed-48b4-a673-1058649831fc.DOCX -------------------------------------------------------------------------------- Blanktext Weis Markets, Inc. Retirement Savings Plan TABLE OF CONTENTS PREAMBLE.................................................................................................................................................................................................1 ARTICLE I – DEFINITIONS....................................................................................................................................................................2 Section 1.1 – References2 Section 1.2 – Compensation2 Section 1.3 – Dates3 Section 1.4 – Employee4 Section 1.5 – Employer5 Section 1.6 – Fiduciaries5 Section 1.7 – Participant/Beneficiary/Spouse/Dependent5 Section 1.8 – Participant Accounts6 Section 1.9 – Plan6 Section 1.10 – Service6 Section 1.11 – Trust8 ARTICLE II – PARTICIPATION............................................................................................................................................................8 Section 2.1 – Eligibility Service8 Section 2.2 – Plan Participation9 Section 2.3 – Termination of Participation10 Section 2.4 – Re-Participation or Re-Employment (Break in Service Rules)10 ARTICLE III – ALLOCATIONS TO PARTICIPANT ACCOUNTS................................................................................................11 Section 3.1 – General Provisions11 Section 3.2 – Profit Sharing Contributions12 Section 3.3 – Qualified Nonelective Contributions12 Section 3.4 – Employee 401(k) Elective Deferral Contributions13 Section 3.4A – Roth Elective Deferral Contributions14 Section 3.5 – Employee Nondeductible Contributions15 Section 3.6 – Employer Matching Contributions15 Section 3.7 – Rollover/Transfer Contributions16 Section 3.8 – Allocation of Investment Results17 ARTICLE IV – PAYMENT OF PARTICIPANT ACCOUNTS..........................................................................................................18 Section 4.1 – Vesting Service Rules18 Section 4.2 – Vesting of Participant Accounts19 Section 4.3 – Payment of Participant Accounts22 Section 4.4 – In-Service Payments25 Section 4.5 – Distributions Under Domestic Relations Orders26 ARTICLE V – ADDITIONAL QUALIFICATION RULES................................................................................................................27 Section 5.1 – Limitations on Allocations Under Code Section 41527 Section 5.2 – Joint and Survivor Annuity Requirements30 Section 5.3 – Distribution Requirements31 Section 5.4 – Top-Heavy Provisions35 Section 5.5 – Limitations and Conditions Regarding Contributions Under Code Sections 402(g), 401(k), and 401(m)38 ARTICLE VI – ADMINISTRATION OF THE PLAN........................................................................................................................50 Section 6.1 – Fiduciary Responsibility50 Section 6.2 – Plan Administrator50 Section 6.3 – Claims Procedure52 316_W969: -------------------------------------------------------------------------------- Blanktext Weis Markets, Inc. Retirement Savings Plan Section 6.4 – Trust Fund53 ARTICLE VII – AMENDMENT AND TERMINATION OF PLAN.................................................................................................54 Section 7.1 – Right to Discontinue and Amend54 Section 7.2 – Amendments54 Section 7.3 – Protection of Benefits in Case of Plan Merger55 Section 7.4 – Termination of Plan55 ARTICLE VIII – MISCELLANEOUS PROVISIONS........................................................................................................................55 Section 8.1 – Exclusive Benefit – Non-Reversion55 Section 8.2 – Inalienability of Benefits56 Section 8.3 – Employer-Employee Relationship56 Section 8.4 – Binding Agreement56 Section 8.5 – Separability56 Section 8.6 – Construction56 Section 8.7 – Copies of Plan56 Section 8.8 – Interpretation56 This plan document has been created from the volume submitter plan document developed and sponsored by Conrad Siegel Actuaries and is the subject of an approval letter issued by the Internal Revenue Service. For further information regarding the drafter's intended meaning of plan provisions or the effect of the approval letter contact Conrad Siegel Actuaries by letter (P.O. Box 5900, Harrisburg, Pennsylvania 17110-0900) or telephone 484.259.2795). You may also contact us through our jacqueline54@example.net. 316_W969: -------------------------------------------------------------------------------- Blanktext Weis Markets, Inc. Retirement Savings Plan PREAMBLE This amended and restated plan, executed on the date indicated at the end hereof, is made effective as of January 1, 2015, except as provided otherwise in Section 1.3(c), by Weis Markets, Inc., a corporation, with its principal office located in Sunbury, Pennsylvania. W I T N E S S E T H : WHEREAS, effective July 1, 1994, the employer established the plan for its employees and desires to continue to maintain a permanent qualified plan in order to provide its employees and their beneficiaries with financial security in the event of retirement, disability, or death; and WHEREAS, it is desired to amend said plan; NOW THEREFORE, the premises considered, the original plan is hereby replaced by this amended and restated plan, and the following are the provisions of the qualified plan of the employer as restated herein; provided, however, that each employee who was previously a participant shall remain a participant, and no employee who was a participant in the plan before the date of amendment shall receive a benefit under this amended plan that is less than the benefit he was then entitled to receive under the plan as of the day prior to the amendment. 316_W969:Copyright © 2012 by Conrad Siegel Actuaries1 -------------------------------------------------------------------------------- Weis Markets, Inc. Retirement Savings Plan ARTICLE I – DEFINITIONS Section 1.1 – References (a)Code means the Internal Revenue Code of 1986, as it may be amended from time to time. (b)ERISA means the Employee Retirement Income Security Act of 1974, as amended. Section 1.2 – Compensation (a)Compensation means, except as provided in Section 1.2(b) hereof, any earnings reportable as W‑2 wages for federal income tax withholding purposes and earned income, plus elective contributions, for the determination period. For this purpose, the determination period is the plan year. Such earnings shall include any amount contributed to a Roth elective deferral account under this or any other qualified plan. However, compensation shall not include any earnings reportable as W‑2 wages that are payable following the termination of employment pursuant to a severance agreement. Elective contributions are amounts excludable from the employee’s gross income and contributed by the employer, at the employee’s election to: · A cafeteria plan (excludable under Code section 125 and as provided in Section 5.1(c)(2)); · A Code section 401(k) arrangement (excludable under Code section 402(e)(3)); · A simplified employee pension (excludable under Code section 402(h)); · A simple retirement account (excludable under Code section 402(k)); · A tax sheltered annuity (excludable under Code section 403(b)); · A deferred compensation plan excludable under Code section 457(b); or · A Code section 132(f)(4) qualified transportation fringe benefit plan. "Earned Income" means net earnings from self-employment in the trade or business with respect to which the employer has established the plan, provided that personal services of the individual are a material income producing factor. Net earnings shall be determined without regard to items excluded from gross income and the deductions allocable to those items. Net earnings shall be determined after the deduction allowed to the self-employed individual for all contributions made by the employer to a qualified plan and, for plan years beginning after December 31, 1989, the deduction allowed to the self-employed under Code section 164(f) for self-employment taxes. Any reference in this plan to compensation shall be a reference to the definition in this Section 1.2, unless the plan reference specifies a modification to this definition. The plan administrator shall take into account only compensation actually paid by the employer for the relevant period. A compensation payment includes compensation by the employer through another person under the common paymaster provisions in Code sections 3121 and 3306. Compensation from an employer that is not a participating employer under this plan shall be excluded. (b)Exclusions From Compensation – Notwithstanding the provisions of Section 1.2(a), the following types of remuneration shall be excluded from the participant’s compensation: · Bonuses · Meal allowances · Auto Personal Use · Sick Pay (c)Limitations on Compensation – The plan administrator shall take into account only $200,000 (as adjusted for cost-of-living increases in accordance with Code section 401(a)(17)(B) for plan years beginning on or after January 1, 2003) of any participant's annual compensation for determining all benefits provided under the plan. Contributions and allocations made before January 1, 2002 were made subject to the limitations of Code section 401(a)(17) as then in effect and described in prior statements of the plan document. The compensation dollar limitation for a plan year shall be the limitation amount in effect on January 1 of the calendar year in which the plan year begins. Annual compensation means 316_W969:Copyright © 2012 by Conrad Siegel Actuaries2 -------------------------------------------------------------------------------- Weis Markets, Inc. Retirement Savings Plan compensation during the plan year or such other 12-consecutive-month period over which compensation is otherwise determined under the plan (the determination period for purposes of Section 1.2). If the plan should determine compensation on a period of time that contains less than 12 calendar months (such as for a short plan year), the annual compensation dollar limitation shall be an amount equal to the compensation dollar limitation for the plan year multiplied by the ratio obtained by dividing the number of full months in the period by 12. (d)Compensation for Nondiscrimination Testing – For purposes of determining whether the plan discriminates in favor of highly compensated employees, compensation means compensation as defined in this Section 1.2, except that the employer will not give effect to any exclusion from compensation specified in Section 1.2(b). For this purpose, compensation shall include compensation paid by the employer as defined under Section 1.5(b). Notwithstanding the above, the employer may amend this plan to exclude from this nondiscrimination definition of compensation any items of compensation excludable under Code section 414(s) and the applicable Treasury regulations, provided such adjusted definition conforms to the nondiscrimination requirements of those regulations. (e)Compensation for Compliance with Section 5.5 – For purposes of conducting the actual deferral percentage test or the actual contribution percentage test, compensation means compensation as defined in Section 1.2(a) for the entire determination period. Section 1.3 – Dates (a)Accounting Date means the date(s) on which investment results are allocated to participants’ accounts as set forth below: · With respect to investment funds for which there is a daily market value, the investment results shall be allocated on a daily basis. For this purpose, daily means as of each business day on which the New York Stock Exchange is open. The accounting date for dividends that accrue on a daily basis but are paid monthly shall be the dividend distribution date. The last day of each quarter shall be an investment allocation date for all other investments. (b)Allocation Date means the date(s) as of which any contribution is allocated to participants' accounts. The profit sharing contribution and forfeitures shall be allocated as of December 31. The allocation period for the profit sharing contribution shall be the plan year. Employer matching contributions shall be allocated as of the last day of each payroll period. The allocation period applicable to a particular employer matching contribution allocation date shall be the period commencing as of the day following the immediately previous allocation date and ending on the particular allocation date. Qualified nonelective contributions shall be allocated as of December 31. The allocation period for the qualified nonelective contribution shall be the plan year. Employee contributions (whether elective deferrals or nondeductible) shall be allocated as of the last day of each payroll period. (c)The Effective Date of the plan is July 1, 1994. The effective date of this amendment and restatement is January 1, 2015; provided, however, that the plan provisions required to comply with the Pension Protection Act of 2006 shall generally be effective as of the first day of the first plan year beginning after December 31, 2006, except as otherwise specified in said Act or in this plan (with respect to provisions not required for qualification compliance); the plan provisions required to comply with the Heroes Earnings Assistance and Relief Tax Act of 2008 (HEART) shall generally be effective as of the first day of the first plan year beginning on or after January 1, 2007; the plan provisions required to comply with the final regulations issued under Code section 415 shall generally be effective as of the first day of the first limitation years beginning on or after July 1, 2007; the plan provisions required to comply with the Workers Retirees and Employers Relief Act of 2008 shall be effective as of January 1, 2009; and the plan provisions required to comply with the Cumulative Lists as published by the Internal Revenue Service with respect to the years 2004 through 2010 shall generally be 316_W969:Copyright © 2012 by Conrad Siegel Actuaries3 -------------------------------------------------------------------------------- Weis Markets, Inc. Retirement Savings Plan effective as of the first day of the plan year with respect to which the List was published, except as specified otherwise in this plan or in said Acts. Notwithstanding anything herein to the contrary, the provisions noted below shall become effective on the date indicated. The prior provisions of the plan shall continue in effect until such indicated effective date. ProvisionEffective Date Section 3.4(A) - Roth Elective Deferral ContributionsApril 1, 2016 Section 4.4 - In-Service PaymentsJanuary 1, 2016 (d)Plan Entry Date means the participation date(s) specified in Article II. (e)Plan Year means the 12-consecutive-month period beginning on January 1 and ending on December 31. (f)Limitation Year means the 12-consecutive-month period beginning on January 1 and ending on December 31. Section 1.4 – Employee (a) (1)Employee means any person employed by the employer, including an owner-employee or other self-employed individual (as defined in Section 1.4(a)(3)). The term employee shall include any employee of the employer as defined in Section 1.5(b). The term employee shall also include any leased employee deemed to be an employee of any such employer as provided in Code section 414(n) or (o) and as defined in Section 1.4(a)(2). (2)Leased Employee means an individual (who otherwise is not an employee of the employer) who, pursuant to a leasing agreement between the employer and any other person, has performed services for the employer (or for the employer and any persons related to the employer within the meaning of Code section 414(n)(6)) on a substantially full time basis for at least one year and such services are performed under the primary direction or control of the employer. If a leased employee is treated as an employee by reason of this Section 1.4(a)(2), compensation from the leasing organization that is attributable to services performed for the employer shall be considered as compensation under the plan. Contributions or benefits provided a leased employee by the leasing organization that are attributable to services performed for the employer shall be treated as provided by the employer. Safe harbor plan exception – The plan shall not treat a leased employee as an employee if the leasing organization covers the employee in a safe harbor plan and, prior to application of this safe harbor plan exception, 20% or less of the employer's nonhighly compensated employees are leased employees. A safe harbor plan is a money purchase pension plan providing immediate participation, full and immediate vesting, and a nonintegrated contribution formula equal to at least 10% of the employee's compensation without regard to employment by the leasing organization on a specified date. The safe harbor plan must determine the 10% contribution on the basis of compensation as defined in Section 5.1(c)(2). (3)Owner-Employee/Self-Employed Individual – Owner-employee means a self-employed individual who is a sole proprietor (if the employer is a sole proprietorship) or who is a partner (if the employer is a partnership) owning more than 10% of either the capital or profits interest of the partnership. Self-employed individual means an individual who has earned income for the taxable year from the trade or business for which the plan is established, or who would have had earned income but for the fact that the trade or business had no net profits for the taxable year. (b)Highly Compensated Employee means any employee who: (1)was a more than 5% owner of the employer (applying the constructive ownership rules of Code section 318, and applying the principles of Code section 318, for an unincorporated entity) at any time during the current plan year or the look-back year; or (2)for the look-back year – (A)had compensation from the employer (as defined under Section 1.5(b)) in excess of $80,000 (as adjusted at the same time and in the same manner as under Code section 415(d), except that the base period shall be the calendar quarter ending September 30, 1996), and 316_W969:Copyright © 2012 by Conrad Siegel Actuaries4 -------------------------------------------------------------------------------- Weis Markets, Inc. Retirement Savings Plan (B)if the employer elects the application of this Subparagraph for such look-back year, was in the top-paid group of employees for such look-back year. For this purpose, an employee is in the top-paid group of employees for any look-back year if such employee is in the group consisting of the top 20% of the employees when ranked on the basis of compensation paid during such look-back year. The look-back year is the twelve-month period immediately preceding the current plan year. The term highly compensated employee also includes any former employee who separated from service (or has a deemed separation from service, as determined under Treasury regulations) prior to the plan year, performs no service for the employer during the plan year, and was a highly compensated employee either for the separation plan year or any plan year ending on or after his 55th birthday, based on the applicable rules in effect for such plan year. For purposes of determining who is a highly compensated employee under this Section 1.4(b), compensation means compensation as defined in Section 1.2(a) without regard to Section 1.2(b). The plan administrator shall make the determination of who is a highly compensated employee. This Section 1.4(b) is effective for plan years beginning after December 31, 1996, except that, in determining whether an employee is a highly compensated employee in 1997, this provision shall be treated as having been in effect for the last plan year beginning before January 1, 1997. (c)Nonhighly Compensated Employee means any employee who is not a highly compensated employee. Section 1.5 – Employer (a)Employer means Weis Markets, Inc. or any successor entity by merger, purchase, consolidation, or otherwise; or an organization affiliated with the employer that may assume the obligations of this plan with respect to its employees by becoming a party to this plan. Another employer, whether or not it is affiliated with the sponsor employer, may adopt this plan to cover its employees by filing with the sponsor employer a written resolution adopting the plan, upon which the sponsor employer shall indicate its acceptance of such employer as an employer under the plan, if such participation is acceptable. Each such employer shall be deemed to be the employer only as to persons who are on its payroll. (b)Employer for Compliance Testing – For purposes of determining whether the plan satisfies the participation coverage requirements of Code section 410(b) and the limitations on benefits and allocations under Code section 415, employer shall mean the employer that adopts this plan as set forth in Section 1.5(a), and all members of a controlled group of corporations (as defined in Code section 414(b)), all commonly controlled trades or businesses (as defined in Code section 414(c)) or affiliated service groups (as defined in Code section 414(m)) of which the adopting employer is a part, and any other entity required to be aggregated with the employer pursuant to regulations under Code section 414(o). (c)Exclusive Benefit – In compliance with the exclusive benefit requirements of Code section 401(a), the sponsorship of this plan may not be transferred to an unrelated entity if the transfer is not in connection with a transfer of business assets or operations from the employer to such entity. Section 1.6 – Fiduciaries (a)Named Fiduciary means the person or persons having fiduciary responsibility for the management and control of plan assets. (b)Plan administrator means the person or persons appointed by the named fiduciary to administer the plan. (c)Trustee means the trustee named in the trust agreement executed pursuant to this plan, or any duly appointed successor trustee. (d)Investment Manager means a person or corporation other than the trustee appointed for the investment of plan assets. Section 1.7 – Participant/Beneficiary/Spouse/Dependent (a)Participant means an eligible employee of the employer who becomes a member of the plan pursuant to the provisions of Article II, or a former employee who has an accrued benefit under the plan. A participant shall be treated as benefiting under the plan for any plan year during which the participant received or is deemed to receive an allocation in accordance with Regulation section 1.410(b)-3(a). 316_W969:Copyright © 2012 by Conrad Siegel Actuaries5 -------------------------------------------------------------------------------- Weis Markets, Inc. Retirement Savings Plan (b)Beneficiary means a person designated by a participant who is or may become entitled to a benefit under the plan. A beneficiary who becomes entitled to a benefit under the plan remains a beneficiary under the plan until the trustee has fully distributed his benefit to him. A beneficiary's right to (and the plan administrator's, or a trustee's duty to provide to the beneficiary) information or data concerning the plan shall not arise until he first becomes entitled to receive a benefit under the plan. (c)Spouse means the person of the opposite sex married to the participant at the time of the determination and as further defined by section 3 of the Defense of Marriage Act, 1 U.S.C. § 7 (1996). (d)Dependent means a dependent as defined by Code section 152 without regard to section 152(d)(1)(B). Section 1.8 – Participant Accounts (a)Profit Sharing Account means the balance of the separate account derived from the employer’s profit sharing contributions, including forfeitures (if any) (if so provided under Section 3.2). (b)Qualified Nonelective Contribution Account means the balance of the separate account derived from the employer's qualified nonelective contributions (if so provided under Section 3.3). (c)Employee 401(k) Elective Deferral Account means the balance of the separate account derived from the participant's 401(k) elective deferrals (if so provided under Section 3.4). (d)Roth Elective Deferral Account means the balance of the separate account derived from the participant's Roth elective deferrals (if so provided under Section 3.4A). (e)Employee Nondeductible Contribution Account means the balance of the separate account derived from the participant’s nondeductible employee contributions (if so provided under Section 3.5). (f)Employer Matching Contribution Account means the balance of the separate account derived from the employer's matching contributions (if so provided under Section 3.6). (g)Qualified Employer Matching Contribution Account means the balance of the separate account derived from the employer's qualified matching contributions (if so provided under Section 3.6). (h)Rollover/Transfer Account means the balance of the separate account derived from rollover contributions and/or transfer contributions (if so provided under Section 3.7). (i)Accrued Benefit means the total of the participant’s account balances as of the accounting date falling on or before the day on which the accrued benefit is being determined. Section 1.9 – Plan Plan means Weis Markets, Inc. Retirement Savings Plan as set forth herein and as it may be amended from time to time. Section 1.10 – Service (a)Service means any period of time the employee is in the employ of the employer, including any period the employee is on an unpaid leave of absence authorized by the employer under a uniform, nondiscriminatory policy applicable to all employees. Separation from service means that the employee no longer has an employment relationship with the employer. (b)(1)Hour of Service means: (A)Each hour for which an employee is paid, or entitled to payment, for the performance of duties for the employer. These hours shall be credited to the employee for the computation period in which the duties are performed; and (B)Each hour for which an employee is paid, or entitled to payment, by the employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty, or leave of absence. No more than 501 hours of service shall be credited under this Subparagraph (B) for any single continuous period (whether or not such period occurs in a single computation period). An hour of service shall not be credited to an employee under this Subparagraph (B) if the employee is paid, or entitled to payment, under a plan maintained solely for the purpose of complying with applicable worker's compensation or unemployment compensation or disability insurance laws. Hours under this Subparagraph (B) 316_W969:Copyright © 2012 by Conrad Siegel Actuaries6 -------------------------------------------------------------------------------- Weis Markets, Inc. Retirement Savings Plan shall be calculated and credited pursuant to section 2530.200b-2 of the Department of Labor Regulations that is incorporated herein by this reference; and (C)Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the employer. The same hours of service shall not be credited both under Subparagraph (A) or Subparagraph (B), as the case may be, and under this Subparagraph (C). These hours shall be credited to the employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement, or payment is made. Hours of service shall be determined on the basis of actual hours for which an employee is paid or entitled to payment. The above provisions shall be construed so as to resolve any ambiguities in favor of crediting employees with hours of service. If, for the purposes of the plan, an employee's records are maintained on other than an hourly basis, the plan administrator, according to uniform rules applicable to a class of employees, may apply the following equivalencies for the purpose of crediting hours of service: Basis Upon Which Records Are Maintained Credit Granted to Individual if Individual Earns One or More Hours of Service During Period Shift Actual hours of full shift Day 10 hours of service Week 45 hours of service Semi-Monthly Payroll Period 95 hours of service Months of Employment 190 hours of service (2)Solely for purposes of determining whether a break in service for participation and vesting purposes has occurred in a computation period, an individual who is absent from work for maternity or paternity reasons shall receive credit for the hours of service that would otherwise have been credited to such individual but for such absence, or in any case in which such hours cannot be determined, 8 hours of service per day of such absence. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (A) by reason of the pregnancy of the individual, (B) by reason of a birth of a child of the individual, (C) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (D) for purposes of caring for such child for a period beginning immediately following such birth or placement. The hours of service credited under this paragraph shall be credited: (A) in the computation period in which the absence begins if the crediting is necessary to prevent a break in service in that period, or (B) in all other cases, in the following computation period. No more than 501 hours of service shall be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period). (3)Solely for purposes of determining whether a break in service for participation and vesting purposes has occurred in a computation period, an individual who is absent from work on unpaid leave under the Family and Medical Leave Act shall receive credit for the hours of service that would otherwise have been credited to such individual but for such absence, or in any case in which such hours cannot be determined, 8 hours of service per day of such absence. Such an individual shall be treated as actively employed for the purposes of participation and eligibility for an allocation of any employer contribution that may be provided under this plan. Notwithstanding the preceding, this paragraph shall not apply if the employer or the particular employee is not subject to the requirements of the Family and Medical Leave Act at the time of the absence. (4)Hours of service shall be credited for employment with the employer as defined in Section 1.5(b). Hours of service shall also be credited for any leased employee who is considered an employee for purposes of this plan under Code section 414(n) or Code section 414(o). (c)(1)Year of Service means a 12-consecutive-month computation period during which the employee completes the required number of hours of service with the employer as specified in Sections 2.1 or 4.1. No more than one year of service will be credited for any 12-consecutive-month period unless otherwise required by Sections 2.1(c) and 4.1(c). (2)Service With Related Employers – For purposes of crediting years of service, hours of service credited in accordance with Section 1.10(b)(4) shall be taken into account. 316_W969:Copyright © 2012 by Conrad Siegel Actuaries7 -------------------------------------------------------------------------------- Weis Markets, Inc. Retirement Savings Plan (3)Predecessor Service – If the employer maintains the plan of a predecessor employer, service with such predecessor employer shall be treated as service for the employer. If the employer does not maintain the plan of a predecessor employer, then service as an employee of a predecessor employer shall not be considered as service under the plan, except as noted below: · Effective November 18, 1994, with respect to an employee employed by the predecessor employer as of the day immediately prior, service as an employee of Kings Markets, Strasburg store (Store No. 159) shall be considered as service under the plan solely for the purpose of determining eligibility years of service (under Section 2.1). · Effective August 24, 2009, with respect to an employee employed by the predecessor employer as of the day immediately prior, service as an employee of Binghamton Giant Markets, Inc. shall be considered as service under the plan for the purposes of determining eligibility years of service (under Section 2.1) and vesting years of service (under Section 4.1). · Effective January 11, 2010, with respect to an employee employed by the predecessor employer as of the day immediately prior, service as an employee of Vestal, New York Medicine Shoppe shall be considered as service under the plan for the purposes of determining eligibility years of service (under Section 2.1) and vesting years of service (under Section 4.1). · Effective June 11, 2012, with respect to an employee employed by the predecessor employer as of the day immediately prior, service as an employee of Genuardi's Safeway shall be considered as service under the plan for the purposes of determining eligibility years of service (under Section 2.1) and vesting years of service (under Section 4.1). · Effective August 31, 2015, with respect to an employee employed by the predecessor employer as of the day immediately prior, service as an employee of Hanover, PA Nell's Shur-Fine Market shall be considered as service under the plan solely for the purpose of determining eligibility years of service (under Section 2.1). (d)Break in Service (or One Year Break in Service) means a 12-consecutive-month computation period during which a participant or former participant does not complete the specified number of hours of service with the employer as set forth in Sections 2.1(b) and 4.1(b). (e)Qualified Military Service – Notwithstanding any provision of this plan to the contrary, effective December 12, 1994, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Code section 414(u). An employee reemployed after qualified military service shall not be treated as having incurred a break in service, for purposes of vesting and benefit accruals, solely because of an absence due to qualified military service. Effective with respect to deaths occurring on or after January 1, 2007, in the case of a participant who dies while performing qualified military service, the beneficiary(ies) of the participant shall be entitled to any additional benefits payable under Section 4.2(a)(5) (other than contributions relating to the period of qualified military service) that would have been payable had the participant resumed and then immediately terminated employment on account of death. Section 1.11 – Trust (a)Trust means the qualified trust created under the employer’s plan. (b)Trust Fund means all property held or acquired by the plan. ARTICLE II – PARTICIPATION Section 2.1 – Eligibility Service (a)Eligibility Year of Service means an eligibility computation period during which the employee completes at least 1,000 hours of service with the employer. 316_W969:Copyright © 2012 by Conrad Siegel Actuaries8 -------------------------------------------------------------------------------- Weis Markets, Inc. Retirement Savings Plan (b)One Year Break in Service means for the purposes of this Article II an eligibility computation period during which the participant or former participant does not complete more than 500 hours of service with the employer. (c)Eligibility Computation Period – The initial eligibility computation period shall be the 12-consecutive-month period beginning with the day on which the employee first performs an hour of service for the employer (employment commencement date). Succeeding eligibility computation periods shall coincide with the plan year, beginning with the first plan year that commences prior to the first anniversary of the employee's employment commencement date regardless of whether the employee is credited with the required number of hours of service during the initial eligibility computation period. An employee who is credited with the required number of hours of service in both the initial eligibility computation period and the first plan year that commences prior to the first anniversary of the employee's employment commencement date shall be credited with two years of service for purposes of eligibility to participate. Section 2.2 – Plan Participation (a)Eligibility (1)Eligibility for Employer Profit Sharing Contributions (A)Age/Service Requirements – An employee who is a member of the eligible class of employees shall be eligible for participation for the purpose of the employer profit sharing provision after he has satisfied the following participation requirement(s): · Completion of 1 year of service. · Attainment of age 21. (B)Eligible Class of Employees – All employees of the employer except those described below shall be eligible for purposes of receiving a profit sharing allocation if employed in the following categories: Salaried Employee, Level I Department Manager, Foreman, Corporate Lead Person, Corporate Department Assistant, Corporate Administrative Assistant, Corporate Reorder Buyer, or Corporate Architectural Draftsperson. · Individuals not directly employed by the employer as defined in Section 1.5(a) shall not be eligible to receive a profit sharing contribution. An employee of the employer as that term is defined in Section 1.5(b) with respect to the sponsoring employer shall not be eligible to receive a profit sharing allocation unless such employee's direct employer affirmatively elects to become a participating employer hereunder. · Employees who became employees as the result of a “Code section 410(b)(6)(C) transaction.” These employees shall be excluded during the period beginning on the date of the transaction and ending on the last day of the first plan year beginning after the date of the transaction. A “Code section 410(b)(6)(C) transaction” is an asset or stock acquisition, merger, or similar transaction involving a change in the employer of the employees of a trade or business. · Employees included in a unit of employees covered by a collective bargaining agreement between the employer and employee representatives shall not be eligible to receive a profit sharing allocation if retirement benefits were the subject of good faith bargaining and if less than 2% of the employees of the employer who are covered pursuant to that agreement are professionals as defined in Regulation section 1.410(b)-9(g). For this purpose, the term "employee representatives" does not include any organization more than half of whose members are employees who are owners, officers, or executives of the employer. · Leased employees who are considered employees under the plan shall not be eligible to receive a profit sharing allocation. · Employees who are non-resident aliens (as defined in Code section 7701(b)(1)(B)) and who receive no earned income (as defined in Code section 911(d)(2)) from the employer that constitutes income from sources within the United States (as defined in Code section 861(a)(3)) shall not be eligible to receive a profit sharing allocation. 316_W969:Copyright © 2012 by Conrad Siegel Actuaries9 -------------------------------------------------------------------------------- Weis Markets, Inc. Retirement Savings Plan · Highly compensated employees as defined in Section 1.4(b) shall not be eligible to receive a profit sharing allocation. · Former employees of Hanover, PA Nell's Shur-Fine Market shall not be eligible to receive a profit sharing allocation prior to January 1, 2016. Notwithstanding the above eligible class of employees, the eligible class provisions of the plan before January 1, 2009 shall continue to apply to participants who received profit sharing allocations before January 1, 2009, and to employees who otherwise would have become participants in the Plan by December 31, 2009. (2)Eligibility for All Other Purposes (A)Age/Service Requirements – An employee who is a member of the eligible class of employees shall be eligible for participation for all purposes under the plan after he has satisfied the following participation requirement(s): (i)Completion of 1 year of service. (ii)Attainment of age 21. (B)Eligible class of employees – All employees of the employer shall be eligible for the purposes of this Section 2.2(a)(2) except for employees in the following categories: · Individuals not directly employed by the employer as defined in Section 1.5(a). An employee of the employer as that term is defined in Section 1.5(b) with respect to the sponsoring employer shall not participate in this plan unless such employee's direct employer affirmatively elects to become a participating employer hereunder. · Employees who became employees as the result of a "Code section 410(b)(6)(C) transaction." These employees shall be excluded during the period beginning on the date of the transaction and ending on the last day of the first plan year beginning after the date of the transaction. A "Code section 410(b)(6)(C) transaction" is an asset or stock acquisition, merger, or similar transaction involving a change in the employer of the employees of a trade or business. · Employees included in a unit of employees covered by a collective bargaining agreement between the employer and employee representatives if retirement benefits were the subject of good faith bargaining and if 2% or less of the employees of the employer who are covered pursuant to that agreement are professionals as defined in Regulation section 1.410(b)‑9. For this purpose, the term "employee representatives" does not include any organization more than half of whose members are employees who are owners, officers, or executives of the employer. · Leased employees who are considered employees under the plan. · Employees who are non-resident aliens (as defined in Code section 7701(b)(1)(B)) and who receive no earned income (as defined in Code section 911(d)(2)) from the employer that constitutes income from sources within the United States (as defined in Code section 861(a)(3)). (b)Entry Date (1)Entry Date for Purposes of Employer Profit Sharing Contributions – An eligible employee shall participate in the plan for the purpose of the employer profit sharing contribution provisions on the earlier of the March 31, June 30, September 30, or December 31 coinciding with or immediately following the date on which he has met the age and service requirements, provided he is employed on that date. (2)Entry Date for All Other Purposes – An eligible employee shall participate in the plan for all purposes on the earlier of the March 31, June 30, September 30, or December 31 coinciding with or immediately following the date on which he has met the age and service requirements, provided he is employed on that date. 316_W969:Copyright © 2012 by Conrad Siegel Actuaries10 -------------------------------------------------------------------------------- Weis Markets, Inc. Retirement Savings Plan (3)If an employee who is not a member of the eligible class of employees becomes a member of the eligible class, such employee shall participate immediately, if he has satisfied the age and service requirements and would have otherwise previously become a participant. Section 2.3 – Termination of Participation A participant shall continue to be an active participant of the plan so long as he is a member of the eligible class of employees and he does not terminate employment. He shall become an inactive participant when he terminates employment or ceases to be a member of the eligible class of employees. He shall cease participation completely upon the later of his receipt of a total distribution of his nonforfeitable account balance(s) under the plan or the forfeiture of the nonvested portion of the account balance(s). Section 2.4 – Re-Participation or Re-Employment (Break in Service Rules) (a)Vested Participant – A former participant who had a nonforfeitable right to all or a portion of his account balance derived from employer contributions at the time of his termination from service shall become a participant immediately upon returning to the employ of the employer, if he is a member of the eligible class of employees. (b)Nonvested Participant or Employee – In the case of an employee who does not have any nonforfeitable right to his account balance derived from employer contributions at the time of his termination from service, years of service before a period of consecutive one-year breaks in service shall not be taken into account in computing eligibility service if the number of consecutive one-year breaks in service in such period equals or exceeds the greater of 5 or the aggregate number of years of service before such breaks in service. Such aggregate number of years of service shall not include any years of service disregarded under the preceding sentence by reason of prior breaks in service. If an employee's years of service before termination from service are disregarded pursuant to the preceding paragraph, he shall be considered a new employee for eligibility purposes. If such employee's years of service before termination from service may not be disregarded pursuant to the preceding paragraph, he shall participate immediately upon returning to the employ of the employer, if he is a member of the eligible class of employees and has otherwise satisfied the age and service requirements of Section 2.2. (c)Return to Eligible Class – If a participant becomes an inactive participant, because he is no longer a member of the eligible class of employees, but does not incur a break in service, such inactive participant shall become an active participant immediately upon returning to the eligible class of employees. If such participant incurs a break in service, eligibility shall be determined under the re-participation rules in Section 2.4(a) and (b) above. ARTICLE III – ALLOCATIONS TO PARTICIPANT ACCOUNTS Section 3.1 – General Provisions (a)Maintenance of Participant Accounts – The plan administrator shall maintain separate accounts covering each participant under the plan as herein described. Such accounts shall be increased by contributions, reallocation of forfeitures (if any), investment income, and market value appreciation of the fund. They shall be decreased by market value depreciation of the fund, forfeiture of nonvested amounts, benefit payments, withdrawals, and expenses. (b)Amount and Payment of Employer Contribution (1)Amount of Contribution – For each plan year, the employer contribution to the plan shall be the amount that is determined under the provisions of this Article; provided, however, that the employer may not make a contribution to the plan for any plan year to the extent the contribution would exceed the participants' maximum permissible amounts under Code section 415. Further, the employer contribution shall not exceed the maximum amount deductible under Code section 404, subject to the provisions for a nondeductible contribution without penalty as permitted under Code section 4972(c)(6). For this purpose, participant elective deferrals shall not be taken into account as provided under Code section 404(n). 316_W969:Copyright © 2012 by Conrad Siegel Actuaries11 -------------------------------------------------------------------------------- Weis Markets, Inc. Retirement Savings Plan The employer contributes to this plan on the conditions that its contribution is not due to a mistake of fact and that the Internal Revenue Service will not disallow the deduction for its contribution. The trustee, upon written request from the employer, shall return to the employer the amount of the employer's contribution made due to a mistake of fact or the amount of the employer's contribution disallowed as a deduction under Code section 404. The trustee shall not return any portion of the employer's contribution under the provisions of this paragraph more than one year after the earlier of: (A) The date on which the employer made the contribution due to a mistake of fact; or (B) The time of disallowance of the contribution as a deduction, and then, only to the extent of the disallowance. The trustee will not increase the amount of the employer contribution returnable under this Section for any earnings attributable to the contribution, but the trustee will decrease the employer contribution returnable for any losses attributable to it. The trustee may require the employer to furnish whatever evidence it deems necessary to confirm that the amount the employer has requested be returned is properly returnable under ERISA. (2)Payment of Contribution – The employer shall make its contribution to the plan in cash within the time prescribed by the Code or applicable Treasury regulations. Subject to the consent of the trustee, the employer may make its contribution in property rather than in cash, provided the contribution is discretionary and the property contributed is unencumbered. (3)Allocation if More Than One Employer – If the employer consists of a sponsoring employer and one or more participating employers, the contribution made by each such entity shall be allocated to the accounts of the participants directly employed by the contributing employer. If a participant is employed by more than one entity during the applicable period, each entity shall contribute with respect to the compensation earned by the participant while employed by that entity. (c)Limitations and Conditions – Notwithstanding the allocation procedures set forth in this Article, the allocations otherwise contributable to participants' accounts under this plan shall be limited or reduced as provided in Section 5.1. Section 3.2 – Profit Sharing Contributions (a)Amount of Contribution – The employer shall determine, in its sole discretion, the amount of employer profit sharing contribution to be made under this Section 3.2(a) each year; provided, however, that the employer shall contribute such amount as may be required for restoration of a forfeited amount under Section 4.2. (b)Conditions for Allocations – A participant shall be eligible for an allocation of the employer profit sharing contribution and forfeitures as of an allocation date, provided that he satisfies the following conditions: (1)He completed at least 1,000 hours of service during the current plan year, except that the hours of service requirement shall not apply with respect to any minimum top-heavy allocation as provided in Section 5.4. AND (2)He is employed by the employer on the last day of the plan year. AND (3)He is not a Highly Compensated Employee. AND (4)He is employed in one of the eligible job categories listed in Section 2.2(a)(1)(B) on the last day of the plan year. In the event a minimum top-heavy allocation is required to be made as a profit sharing contribution under the provisions of Section 3.2(c)(2), solely for this limited purpose active participant shall include any person participating under the provision of Section 2.2(b)(1) and not yet eligible to participate in the plan for all purposes under Section 2.2(b)(2). (c)(1)Allocation Formula The employer shall make a separate profit sharing contribution for the plan year with respect to each allocation formula as described below. The trustee shall be notified by the employer in writing as to 316_W969:Copyright © 2012 by Conrad Siegel Actuaries12 -------------------------------------------------------------------------------- Weis Markets, Inc. Retirement Savings Plan the amount being contributed with respect to each formula. Forfeitures for the plan year shall be allocated under allocation formula (B) below. For this purpose, the following allocation formulas shall be used: (A) The employer profit sharing contribution shall be allocated to the profit sharing account of each eligible participant in equal amounts, but not in excess of the maximum permissible amount as defined in Section 5.1(c). (B) The employer profit sharing contribution and forfeitures for the plan year shall be allocated to the profit sharing account of each eligible participant in the ratio that such participant's compensation bears to the compensation of all participants. (2)Top-Heavy Plan Years In any plan year in which this plan is top-heavy (as defined in Section 5.4(d)(2)), the top-heavy minimum benefit requirement with respect to a participant shall first be met by any allocation to the qualified nonelective contribution account for the plan year. Then, the contributions and forfeitures allocable to the profit sharing account shall be adjusted as necessary for compliance. The total of the contributions and forfeitures allocated to such account(s) of each participant shall not be less than an amount equal to 3% of his compensation or the largest percentage of elective deferral contribution, employer contribution, and forfeiture allocated on behalf of any key employee for that year, whichever is less. (3)Compensation – For purposes of the allocation of the employer profit sharing contribution, compensation means compensation as defined in Section 1.2(a) and (b) (subject to the limitations of Section 1.2(c)) for the entire plan year. Compensation includable under Section 1.2(a) and (b) but not paid through payroll shall be treated as being paid as of the last day of the plan year or the last day of employment, if earlier. However, for purposes of the top-heavy contribution, compensation means compensation as defined in Section 5.1(c)(2), subject to the limitations of Section 1.2(c). Section 3.3 – Qualified Nonelective Contributions To the extent the current year testing method is being used to satisfy the requirements described in Section 5.5(b) and (c), the employer may make qualified nonelective contributions on behalf of either the nonhighly compensated active participants or all active participants that are sufficient to satisfy either the actual deferral percentage test or the actual contribution percentage test, or both, pursuant to regulations under the Code in lieu of distributing excess contributions as provided in Section 5.5(b)(2) of the plan, or excess aggregate contributions as provided in Section 5.5(c)(2) of the plan. The employer may elect to comply with the ADP test requirements by making safe harbor nonelective contributions on behalf of all active participants as described in Section 5.5(f). Qualified nonelective contributions
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