2019 Savings Plan - UAW

Transcription

2019SavingsPlanbetweenFCA US LLCand theDECEMBER 16, 2019PRODUCTION, MAINTENANCEAND PARTS DEPOTOFFICE AND CLERICALENGINEERINGLITHO IN U.S.A.

FCA LLC UAW SAVINGS PLANAmended and RestatedEffective December 16, 2019TopicTABLE OF CONTENTSPageIntroduction. 1Article I – Definitions. 41.01 – Definitions. 4Article II – Eligibility, Enrollment and Participation. 142.01 – Eligibility. 142.02 – Enrollment. 162.03 – Effect of Non-Enrollment. 172.04 – Rejection of Elections. 172.05 – Limitation on Contributions/Annual Additions. 172.06 – Qualified Military Service. 182.07 – Automatic Enrollment and Automatic Increase. 18Article III – Contributions. 203.01 – Pre-Tax, Roth and After- Tax Savings Elections. 203.02 – Company Contributions. 243.03 – Transfer to Trustee. 253.04 – Investment of Contributions. 253.05 – Rollover and Transfer Contributions. 263.06 – Fees. 283.07 – Return of Contributions. 283.08 – Corrections for Administrative Errors. 29Article IV – Distributions. 314.01 – Termination of Employment by Retirement. 314.02 – Termination of Employment by Death. 324.03 – Designation of Beneficiary. 324.04 – Other Termination of Employment. 334.05 – Disability. 354.06 – Attainment of Age 59 ½. 354.07 – Rollover Contributions. 354.08 – Form of Distribution. 364.09 – Latest Commencement of Distributions. 364.10 – Distributions Due to Sales. 394.11 – Undeliverable Distributions. 394.12 – Direct Rollovers. 40Article V – Withdrawals. 435.01 – Hardship Withdrawals. 435.02 – Qualified Hurricane Distributions. 475.03 – After-Tax Savings Withdrawals. 47i

TABLE OF CONTENTSTopicPageArticle VI – Loans to Participants. 476.01 – Loan Subaccounts. 476.02 – Number and Term of Loans. 486.03 – Availability of Loans . 486.04 – Amount of Loan. 486.05 – Terms of Loan. 496.06 – Distribution and Repayment of Loan. 516.07 – Events of Default and Action Upon Default. 526.08 – Military Service. 546.09 – Special Rules for Loans to Qualified Participants. 54Article VII – Administration of the Plan. 567.01 – Appointment of the Committee. 567.02 – Trustee. 587.03 – Named Fiduciaries. 597.04 – Fees and Expenses. 597.05 – Claims and Appeals Procedure. 59Article VIII – Amendment and Termination. 628.01 – Amendment. 628.02 – Termination. 628.03 – Merger or Consolidation of Plan. 63Article IX – Miscellaneous. 639.01 – Absence of Rights. 639.02 – No Assignment of Benefits. 649.03 – Payments to Incapacitated Persons. 659.04 – Construction. 659.05 – Governing Law. 659.06 – Participant Statements. 669.07 – Savings Clause. 66Appendix I – Maximum Annual Addition. 66Appendix II – Nondiscrimination Limitations. 70Appendix III – Participating Employers. 81Appendix IV – Special Provisions RegardingTransferor Plans. 81Appendix V – Special Provisions Applicable to CertainUAW-Represented Employees. 82ii

Exhibit G. 83Company Health Care ContributionCompany Defined Contribution. 83Eligible Employee. 84Company Health Care Contribution. 85Company Defined Contribution. 85Eligible Compensated Hour/Eligible Compensation. 87Eligible Compensation. 88Vesting of Company Contributions. 88Forfeiture of Company Contributions. 89Restoration of Forfeited Company Contributions. 89Allocation of Forfeited Company Contributions. 89Eligible Employee’s Account. 89Loans and In-Service Withdrawals. 90Letters(1) Financial Fitness Education. 90(2) Special 2020 Company Retirement Contribution. 92SHADING REPRESENTS NEWLANGUAGE IN THE 2019 AGREEMENTiii

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FCA US LLCUAW SAVINGS PLANAmended and RestatedEffective December 16, 2019INTRODUCTIONEffective as of January 1, 1985, Chrysler Corporation(or between June 1, 1986 and December 31, 1989its subsidiary Chrysler Motors Corporation), acorporation organized and existing under the lawsof the State of Delaware, adopted the ChryslerDeferred Pay Plan for Hourly Employees (excludingSkilled Trades) and transferred certain assets forhourly non-skilled trades employees who formerlywere participating in the Deferred Pay Plan, Part Bof the Chrysler Employee Stock Ownership Plan.Effective as of October 1, 1989 the Chrysler DeferredPay Plan for Hourly Skilled Trades Employees wasmerged into the Chrysler Deferred Pay Plan forHourly Employees (excluding Skilled Trades)and the name of the Chrysler Deferred Pay Planfor Hourly Employees (excluding Skilled Trades)was changed to the Chrysler Hourly Employees’Deferred Pay Plan (hereinafter called the “Plan”).Effective March 1, 1999, the name of the Planwas changed to the DaimlerChrysler CorporationHourly Employees’ Deferred Pay Plan, to reflectthe integration of Chrysler Corporation and DaimlerBenz AG as of November 12, 1998. The Companyhas further amended the Plan in certain respectsfrom time to time thereafter to incorporate variousdesign and other changes.1

Effective January 1, 2001, the Plan was amendedand restated to incorporate the changes necessaryto reflect the integration of Chrysler Corporationand Daimler Benz AG on and after November12, 1998, as well as changes necessary tocomply with the General Agreement on Tariffsand Trade, the Uniformed Services Employmentand Reemployment Rights Act of 1994, the SmallBusiness Job Protection Act of 1996, the TaxpayerRelief Act of 1997, the Community Renewal TaxRelief Act of 2000, the Economic Growth andTax Relief Reconciliation Act of 2001, and relatedlegislation and other guidance issued thereunder.Certain of these changes were effective on datesother than January 1, 2001.Effective January 1, 2009, except as otherwiseprovided herein or in resolutions of the Boardof Managers of Chrysler LLC or the Committee,the Plan was amended and restated to reflectthe change of the Plan’s name to the ChryslerLLC Hourly Employees’ Deferred Pay Plan, andincorporate all of the changes necessary tocomply with the Economic Growth and Tax ReliefReconciliation Act of 2001.Effective January 1, 2012, the Plan was amendedand restated to comply with the provisions ofCode section 402A (Roth deferrals) and to reflectthe provisions of applicable collective bargainingagreements relating to Company contributions onbehalf of certain eligible employees.Effective January 1, 2014, the Plan was amendedand restated for purposes of the Plan’s IRSdetermination letter application and to make certain2

changes related to Plan administration, and effectiveDecember 15, 2014, to reflect the change of thePlan’s name to the “FCA US LLC Hourly Employees’Deferred Pay Plan.”Effective September 15, 2015 or as otherwiseprovided herein, the Plan is hereby amended andrestated to reflect the agreement reached pursuantto the 2015 Production, Maintenance and PartsAgreement, Letters, Memoranda and Agreements,between FCA US LLC and the International Union,United Automobile, Aerospace and AgriculturalImplement Workers of America, and the Planrenamed as the “FCA US LLC UAW Savings Plan.”Effective December 16, 2019 or as otherwiseprovided herein, the Plan is hereby amended andrestated to reflect the agreement reached pursuantto the 2019 Production, Maintenance and PartsAgreement, Letters, Memoranda and Agreements,between FCA US LLC and the International Union,United Automobile, Aerospace and AgriculturalImplement Workers of America.References in the Plan to “FCA US LLC” or the“Company” shall, as appropriate, be interpretedto refer to “Chrysler,” “Chrysler Corporation,”“DaimlerChrysler,” “DaimlerChrysler Corporation,”“Chrysler LLC” or “Chrysler Group LLC” (regardlessof whether the terms are used to refer to thecorporate entity, to the name of an employee benefitplan, or otherwise) for periods prior to the EffectiveDate of this Restatement.3

ARTICLE IDefinitions1.01 Definitions. The following terms whenused in this Plan, unless the context clearly indicatesotherwise, shall have the meanings set forth below:(a) The term “Account” means the assetscredited to a Participant in the Trust Fund establishedunder this Plan, segregated according to assetsrepresenting the Participant’s Pre-Tax Savings, theParticipant’s Roth Savings, the Participant’s After-TaxSavings, the Participant’s Rollover Contributions, ifany, the Participant’s Transfer Contributions, if any,and Company Retirement Contributions.(b) The term “Affiliated Company” shallmean any entity, other than the Company, duringthe period in which such entity is (1) a memberof a controlled group of corporations, withinthe meaning of section 1563(a)(1) of the Code,determined without regard to sections 1563(a)(4) and 1563(e)(3)(C) of the Code, of which theCompany is a member; or (2) a member of a groupof trades or businesses under common control,within the meaning of section 414(c) of the Code,with the Company; (3) any organization (whetheror not incorporated) which is a member with theCompany of an affiliated service group as definedin Code section 414(m); and (4) any other entityrequired to be aggregated with the Company underregulations issued pursuant to Code section 414(o).(c) The term “After-Tax Savings” meansthe amounts saved by an Employee in the Plan,pursuant to Section 3.01(b) hereof.4

(d) The term “After-Tax Savings Account”means that portion of a Participant’s Account underthe Plan to which After-Tax Savings and the earningsthereon are credited.(e) The term “After-Tax Savings Agreement”means an agreement between an Employee andthe Company entered into pursuant to Section 2.02hereof.(f)The term “Automatic ContributionEmployee” means, each Employee who satisfiesthe requirements of Section 2.01 of the Plan.An Employee shall cease to be an AutomaticContribution Employee if the Employee makes anelection to (i) have Pre-Tax Savings or Roth Savingsmade on his behalf in a different percentage ofthe Employee’s Compensation than provided bySection 2.07(b) or, effective January 1, 2020, 2.07(c)hereof, as applicable, or (ii) not have any Pre-TaxSavings or Roth Savings made on his behalf.(g) The term “Automatic ContributionParticipant” means an Automatic ContributionEmployee who becomes a Participant pursuant toSection 2.07(a) hereof. An Automatic ContributionParticipant shall cease to be an AutomaticContribution Participant if the Participant makes anelection to (i) have Pre-Tax Savings or Roth Savingsmade on his behalf in a different percentage ofthe Participant’s Compensation than providedin Section 2.07(b) or, effective January 1, 2020,2.07(c), or (ii) not have any Pre-Tax Savings or RothSavings made on the Participant’s behalf.5

(h) The term “Automatic Increase Participant”shall mean an Automatic Contribution Participantwhose percentage of Compensation contributed tothe Plan as Pre-Tax Savings is increased pursuantto Section 2.07(e) hereof or who automaticallyis treated as an Automatic Increase Participantpursuant to such Section. An Automatic IncreaseParticipant shall cease to be an Automatic IncreaseParticipant (1) as provided in Section 2.07 hereof,or (2) if the Participant makes an election to (i)have Pre-Tax Savings or Roth Savings made on hisbehalf in a different percentage of the Participant’sCompensation than provided in Section 2.07(b) or,effective January 1, 2020, 2.07(c) (or as it may beincreased under Section 2.07(d)), or (ii) not haveany Pre-Tax Savings or Roth Savings made on theParticipant’s behalf.(i)The term “Beneficiary” means any oneor more individuals, partnerships, corporations,fiduciaries or other entities designated as thebeneficiary or contingent beneficiary to receive anydeath benefits payable under this Plan as permittedunder the provisions of this Plan.(j)The term “Code” shall mean the InternalRevenue Code of 1986, as amended. A referenceto any section of the Code shall also be deemed torefer to any successor statutory provision.(k) The term “Company” shall mean FCAUS LLC and any Affiliated Company which theCommittee from time to time may designate byresolution as a subsidiary or affiliate to which, andto all or certain of the Employees of which, thisPlan shall be applicable, as mutually agreed by the6

International Union, United Automobile, Aerospaceand Agricultural Implement Workers of America.Any reference in this Plan to FCA US LLC or anyAffiliated Company shall include a reference toany predecessor or successor corporation as thecontext dictates. Prior to December 15, 2014, FCAUS LLC was known as “Chrysler Group LLC.”(l)The term “Company Contributions” shallmean the amounts contributed by the Companyto the Trust Fund pursuant to Section 3.02 hereof(including, where applicable, amounts contributedpursuant to Appendix V).(m) T h e t e r m “ C o m p a n y R e t i r e m e n tContributions” means amounts contributed by theCompany to the Trust Fund pursuant to Section3.02(b) hereof.(n) The term “Committee” shall mean theadministrator of the Plan as more fully described inSection 7.01.(o) The term “Compensation” shall meanthe wages paid by the Employer to a Participant,including overtime pay, bonuses, commissions,differential wage payments (as defined inCode section 3401(h)), fees, and other specialcompensation, if any, which is paid by the Employerto an Employee during a Plan Year, including forsuch Plan Year all of a Participant’s salary reductionsmade pursuant to an arrangement maintained byan Employer under sections 125, 132(f) or 401(k)of the Code during the Plan Year, but excludingreimbursement for expenses. In addition to otherapplicable limitations which may be set forth in7

the Plan and notwithstanding any other contraryprovision of the Plan, Compensation taken intoaccount under the Plan shall not exceed theapplicable dollar limit under Code section 401(a)(17)(A) ( 230,000 for the 2008 Plan Year), adjustedfor changes in the cost of living as provided inCode section 401(a)(17)(B). For purposes of PreTax Savings and Roth Savings, Compensation willnot be considered to exceed the 401(a)(17) Limitas long as the amount saved in any Plan Yearpursuant to a Deferred Pay Agreement does notexceed the product of the 401(a)(17) Limit and themaximum percentage that may be elected by theParticipant pursuant to a Deferred Pay Agreement.For purposes of After-Tax Savings, Compensationwill not be considered to exceed the 401(a)(17)Limit as long as the amount saved in any PlanYear pursuant to an After-Tax Savings Agreementdoes not exceed the product of the 401(a)(17)Limit and the maximum percentage that may beelected by the Participant pursuant to an After-TaxSavings Agreement. If a Plan Year is shorter thantwelve months, the foregoing 401(a)(17) Limit forthe short Plan Year shall be multiplied by a fraction,the numerator of which is the number of months inthe short Plan Year and the denominator of which istwelve.(p) The term “Corporate Payroll Department”shall mean, for Participants paid by the centralpayroll departments of FCA US LLC, such centralpayroll departments. For other Participants, itshall mean such central payroll department whichperforms for such Participants functions similarto those performed by the FCA US LLC payrolldepartments.8

(q) The term “Deferred Pay Agreement” shallmean an agreement between a Participant and theEmployer entered into pursuant to Section 2.02hereof.(r)The term “Disability” shall mean, solelyfor purposes of distribution under this plan, (1)designation of a Permanent and Total Disabilityunder the FCA US LLC - UAW Pension Agreement;or (2) designation of disability by the U.S. SocialSecurity Administration. The Participant shall berequired to provide a valid award letter from the U.S.Social Security Administration of such disability.This designation will be applicable solely fordistributions for disabled Participants under thisPlan.(s) The term “Employee” shall mean eachcommon law employee of the Employer who isemployed at an hourly rate of Compensation bythe Employer and, effective January 1, 2016, eachsalaried bargaining unit employee representedby the International Union, United Automobile,Aerospace and Agricultural Implement Workers ofAmerica (UAW). In addition, the only Employeeswho are eligible to participate in this Plan are thosepermitted to participate in accordance with theprovisions of Article II.(t)The term “Employer” shall mean theCompany and certain of its subsidiaries andaffiliates that adopt the Plan with the approval of theCommittee, as set forth in Appendix III.9

(u) The term “ERISA” shall mean theEmployee Retirement Income Security Act of 1974,as amended.(v) Effective January 1, 2019, the term “HighlyCompensated Employee” shall mean an Employeewho: (A) was a 5% owner (as defined in section416(i) of the Code) at any time during the PlanYear or the preceding Plan Year; or (B) receivedEarnings (as defined in paragraph (e) of AppendixI hereto) in excess of 80,000 (as adjusted undersection 415(d) of the Code to take into accountany cost-of-living adjustment provided for that year)during the preceding Plan Year. The determinationof whether an Employee is a Highly CompensatedEmployee will be made with reference to thedefinitions provided in Code section 414(q) and anyregulations issued by the Secretary of the Treasurythereunder.(w) The term “Named Fiduciary” means theCommittee.(x) The term “Normal Retirement Age” shallmean the 65th birthday of a Participant.(y) The term “Participant” shall mean anEmployee who has become a Participant in the Planas provided in Section 2.02 hereof. In addition, if aParticipant ceases to be an active Participant for anyreason, such Participant thereafter shall be entitledto the same rights as to withdrawals, investmentfund transfers, Rollover or Transfer Contributions,and distributions upon severance from employmentas active Participants in the Plan.10

(z) The term “Plan” shall mean the FCA USLLC UAW Savings Plan (including all Appendices)as set forth herein or in any amendments hereto.The Plan was previously known as the “FCA US LLCHourly Employees’ Deferred Pay Plan.”(aa) The term “Plan Year” shall mean thecalendar year.(bb) The term “Pre-Tax Savings” means theamounts of an Employee’s Compensation deferredon a pre-tax basis as provided in Section 3.01 hereofpursuant to a Deferred Pay Agreement.(cc) The term “Pre-Tax Savings Account”means that portion of a Participant’s Account underthe Plan to which is credited Pre-Tax Savings andthe earnings thereon.(dd) The term “Reemployment CommencementDate” means the first day following a Period ofSeverance on which an Employee performs anhour of service within the meaning of Department ofLabor Regulations section 2530.200b-2(a)(1) for theCompany.(ee) The term “Roth Savings” means theamounts of an Employee’s Compensation deferredas provided in Section 3.01 hereof pursuant to aDeferred Pay Agreement that are:(1) designated irrevocably by theParticipant at the time of the cash or deferred electionas a Roth elective deferral that is being made in lieu ofall or a portion of the Pre-Tax Savings the Participantis otherwise eligible to defer under the Plan; and11

(2) t r e a t e d b y t h e C o m p a n y a sincludible in the Participant’s income at the time theParticipant would have received that amount in cashif the Participant had not made a cash or deferredelection.Unless specifically stated otherwise, RothSavings shall be treated as Pre-Tax Savings for allpurposes under the Plan.(ff) The term “Roth Savings Account” meansthat portion of a Participant’s Account under thePlan to which is credited Roth Savings and theearnings thereon.(gg) The term “Severance Date” means theearlier of (a) the date an Employee retires, dies,quits, or is discharged; or (b) the first anniversaryof the date the Employee is absent for any otherreason.(hh) The term “Trust Agreement” shall meanthe agreement described in Section 7.02 hereof.(ii) The term “Trust Fund” shall mean the trustfund described in Section 7.02 hereof.(jj) The term “Trustee” shall mean the trusteeor trustees appointed pursuant to Section 7.02hereof.(kk) The term “Valuation Date” shall meanany day on which the New York Stock Exchange orany successor to its business is open for trading,or such other date as may be designated by theCommittee.12

(ll) The term “Years of Service” means,for purposes of determining an Employee’svesting in Company Retirement Contributions,a one-year period of service following the dateon which the Employee first performs an hour ofservice, within the meaning of U.S. Department ofLabor Regulations section 2530.200b-2(a)(1). AnEmployee’s period of service for this purpose is tobe determined using the “elapsed time method”set forth in section 1.410(a)-7(d) of the TreasuryRegulations, and shall be equal to his cumulativeservice for the Company or an Affiliated Companyfrom the date his employment commences to hisSeverance Date, plus any period away from workrequired to be credited under the service spanningrule described below.Under the service spanning rule, if the Employeereturns to service and performs an hour of servicewithin the meaning of U.S. Department of LaborRegulations section 2530.200b-2(a)(1) within 12months (24 months in the case of an absence formaternity or paternity reasons) after the first datehe stops working for any reason, his period awayfrom work shall be taken into account as a periodof service. For example, if an Employee begins anunpaid leave of absence on January 1, then quitson March 1, his Severance Date is March 1. If theEmployee returns to work with the Company onDecember 1, the period from January 1 to December1 is taken into account in his cumulative service. If, onthe other hand, the Employee returns to service onFebruary 1 of the following year, the period of servicebetween March 1 and his rehire date would not betaken into account, because the rehire date is morethan 12 months following the date he first left service.13

Periods of service (whether or not consecutive)of less than a whole year shall be aggregatedon the basis that 12 months of service (with 30days deemed to equal a month, in the case ofaggregation of fractional months) equals a full Yearof Service.All of an Employee’s Years of Service with theCompany and any Affiliated Company shall be takeninto account except the following which shall bedisregarded:(i)Ye a r s o f S e r v i c e b e f o r e t h eEmployee attains the age of 18;(ii) If the Employee was completelynon-vested upon termination of employment, Yearsof Service before 5 consecutive one year periods ofseverance within the meaning of section 1.410(a)7(d)(4) of the Treasury Regulations.ARTICLE IIEligibility, Enrollment and Participation2.01 Eligibility. Every Employee who (a) is nototherwise actively participating in another cash ordeferred arrangement maintained by the Employerand established pursuant to section 401(k) ofthe Code, and (b) is a member of a collectivebargaining unit (provided the Employer has agreedto treat members of such unit as eligible pursuantto an effective collective bargaining agreement),shall be eligible to become a Participant uponcommencement of the Employee’s employment.14

Notwithstanding anything to the contrary, thefollowing individuals shall not be eligible to participatefor any purpose under the Plan, regardless of how acourt, the Internal Revenue Service or any othergovernmental agency classifies the person:(i)a person who is a leased employee withinthe meaning of Code section 414(n); that is, onewho provides services to the Employer pursuant toan agreement between the Employer and a leasingorganization, who has provided such services on asubstantially full-time basis for a period of at leastone year and whose services are provided underthe primary direction and control of the Employer;(ii) a person who is classified by theEmployer as an independent contractor, asevidenced by failure to withhold taxes from his orher compensation;(iii) a person whose compensation forservices is paid by the Employer other than throughits payroll system, including, but not limited to, thosepaid through purchase order or accounts payable;(iv) a person whose total compensation fromthe Employer is reflected on a Form 1099, and nota W-2;(v) a person who is an agency employee,i.e., an individual working for a company providinggoods or services (including temporary employeeservices) to the Employer;(vi) A person who has agreed in writing tonon-participant status under the Plan; and15

(vii) A person included in a collectivebargaining unit of employees, unless the Employerhas agreed to treat such person as an eligibleEmployee under the Plan pursuant to an effectivecollective bargaining agreement.2.02 Enrollment. The Committee or itsdesignee shall notify each Employee who is eligibleto participate in the Plan and shall explain the rights,privileges and duties of a Participant of the Plan.Each such Employee may enroll as a Participanton or after the date on which he becomes eligiblein accordance with Section 2.01 by entering intoa Deferred Pay Agreement or After-Tax SavingsAgreement in accordance with the written, electronicor telephonic method prescribed by the Committee.Employees eligible to receive nonelective employercontributions under Appendix V shall receive suchcontributions regardless of whether or not they haveentered into a Deferred Pay Agreement or After-TaxSavings Agreement.The Deferred Pay Agreement or After-TaxSavings Agreement shall continue in effect solong as the Employee continues to be an eligibleEmployee, subject to termination at any time bythe Participant, provided that such terminationshall be effective as soon as administrativelypracticable, but no sooner than the first day of apay period after notice of termination is received bythe Corporate Payroll Department pursuant to thewritten, telephonic or electronic method or methodsprescribed by the Committee. The Participant mayamend his Deferred Pay Agreement or After-TaxSavings Agreement at any time to change thepercentage by which his Compensation is to be16

reduced, but only effective as of the first day of apay period subsequent to the date of receipt of theamendment by the Corporate Payroll Department.A Participant may elect to suspend the deferral ofCompensation under the Plan at any time and maythereafter direct that his deferral of Compensation beresumed. Any Participant’s Deferred Pay Agreementor After-Tax Savings Agreement shall be deemed tobe suspended and without effect during any periodof time that he is eligible to receive benefits underany FCA US LLC supplemental unemploymentbenefit plan.2.03 Effect of Non-Enrollment. An eligibleEmployee who does not, prior to the first day of apay period, enter into a Deferred Pay Agreementor After-Tax Savings Agreement in respect of thatpay period shall not be eligible to share in theCo

election to (i) have Pre-Tax Savings or Roth Savings made on his behalf in a different percentage of the Participant's Compensation than provided in Section 2.07(b) or, effective January 1, 2020, 2.07(c), or (ii) not have any Pre-Tax Savings or Roth Savings made on the Participant's behalf.