JUDICATURE PROFIT SHARING AND 401(K) PLAN SUMMARY PLAN DESCRIPTION · 2020. 2. 26. · basis,...

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1 SUMMARY PLAN DESCRIPTION MATERIAL MODIFICATIONS I INTRODUCTION This is a Summary of Material Modifications regarding the Brinks Gilson & Lione Judicature Profit Sharing and 401(k) Plan and the Brinks Gilson & Lione Associates Judicature Profit Sharing and 401(k) Plan (the “Plans”). This is merely a summary of the most important changes to the Plans and information contained in the Summary Plan Descriptions (“SPD”) previously provided to you. It supplements and amends those SPDs so you should retain a copy of this document with your copy of the SPD. If you have any questions, contact the Administrator. If there is any discrepancy between the terms of the Plan, as modified, and this Summary of Material Modifications, the provisions of the Plan will control. These changes are effective March 27, 2020. II Summary of Changes for Retirement Plan COVID-19 Relief Provisions The CARES Act, enacted earlier this year, allows employers to modify their retirement plans to provide certain relief for participants and beneficiaries who may have been impacted by the coronavirus. We have chosen to implement the changes described below: Qualified Individuals To take advantage of most of the relief offered, you must be a Qualified Individual. To be a Qualified Individual, you must satisfy at least one of these conditions: You, your spouse, or your dependent has been diagnosed with SARS-CoV-2 or with Coronavirus disease 2019 (collectively COVID-19) by a test approved by the Centers for Disease Control and Prevention (including a test authorized under the Federal Food, Drug, and Cosmetic Act), You have experienced adverse financial consequences because: o You, your spouse, or a member of your household was quarantined, furloughed or laid off, or had work hours reduced, due to COVID-19; o You, your spouse, or a member of your household was unable to work due to lack of childcare due to COVID-19; o A business owned or operated by you, your spouse, or a member of your household closed or reduced hours due to COVID-19; or o You, your spouse, or a member of your household had a reduction in pay (or self- employment income) due to COVID-19 or had a job offer rescinded or start date for a job delayed due to COVID-19. Coronavirus-Related Distributions Through December 30, 2020, you can receive a distribution from the plan of up to $100,000. This distribution will reduce your account balance and cannot exceed 100% of your vested account balance. You can repay this distribution to the plan (without earnings) any time within three years after receiving the distribution and restore your account balance.

Transcript of JUDICATURE PROFIT SHARING AND 401(K) PLAN SUMMARY PLAN DESCRIPTION · 2020. 2. 26. · basis,...

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SUMMARY PLAN DESCRIPTION MATERIAL MODIFICATIONS

I

INTRODUCTION

This is a Summary of Material Modifications regarding the Brinks Gilson & Lione Judicature Profit Sharing and 401(k) Plan and the Brinks Gilson & Lione Associates Judicature Profit Sharing and 401(k) Plan (the “Plans”). This is merely a summary of the most important changes to the Plans and information contained in the Summary Plan Descriptions (“SPD”) previously provided to you. It supplements and amends those SPDs so you should retain a copy of this document with your copy of the SPD. If you have any questions, contact the Administrator. If there is any discrepancy between the terms of the Plan, as modified, and this Summary of Material Modifications, the provisions of the Plan will control. These changes are effective March 27, 2020.

II Summary of Changes for Retirement Plan COVID-19 Relief Provisions

The CARES Act, enacted earlier this year, allows employers to modify their retirement plans to provide certain relief for participants and beneficiaries who may have been impacted by the coronavirus. We have chosen to implement the changes described below:

Qualified Individuals To take advantage of most of the relief offered, you must be a Qualified Individual. To be a Qualified Individual, you must satisfy at least one of these conditions: • You, your spouse, or your dependent has been diagnosed with SARS-CoV-2 or with

Coronavirus disease 2019 (collectively COVID-19) by a test approved by the Centers for Disease Control and Prevention (including a test authorized under the Federal Food, Drug, and Cosmetic Act),

• You have experienced adverse financial consequences because: o You, your spouse, or a member of your household was quarantined, furloughed or laid

off, or had work hours reduced, due to COVID-19; o You, your spouse, or a member of your household was unable to work due to lack of

childcare due to COVID-19; o A business owned or operated by you, your spouse, or a member of your household

closed or reduced hours due to COVID-19; or o You, your spouse, or a member of your household had a reduction in pay (or self-

employment income) due to COVID-19 or had a job offer rescinded or start date for a job delayed due to COVID-19.

Coronavirus-Related Distributions Through December 30, 2020, you can receive a distribution from the plan of up to $100,000. This distribution will reduce your account balance and cannot exceed 100% of your vested account balance. You can repay this distribution to the plan (without earnings) any time within three years after receiving the distribution and restore your account balance.

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If you are a Qualified Individual and you receive up to $100,000 of retirement plan or IRA distributions between January 1, 2020 and December 30, 2020, there are several special tax benefits which apply. While the distributions are subject to ordinary income tax, you can choose to spread the tax over 3 years. The distribution is not subject to the 10% penalty tax which normally applies to distributions before age 59½. You can avoid the tax altogether if you repay the distribution to the plan, another retirement plan or an IRA within three years.

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JUDICATURE PROFIT SHARING AND 401(K) PLAN

__________________

SUMMARY PLAN DESCRIPTION

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SUMMARY PLAN DESCRIPTION JUDICATURE PROFIT SHARING

AND 401(K) PLAN

TABLE OF CONTENTS

SECTION 1 INTRODUCTION ......................................................................................................1

SECTION 2 IDENTIFYING INFORMATION ..............................................................................1

SECTION 3 PARTICIPATION ......................................................................................................2 Eligible Employees ....................................................................................................................2 Service and Age Requirements ..................................................................................................2 Enrollment..................................................................................................................................3 Change of Employment Status to Ineligible Employee .............................................................4 Change of Employment Status to Eligible Employee................................................................4

SECTION 4 CONTRIBUTIONS ....................................................................................................4 Salary Deferral Contributions ....................................................................................................4 Catch-up Contributions ..............................................................................................................5 Firm Profit Sharing and 401(k) Contributions ...........................................................................5 Rollover Contributions...............................................................................................................6

SECTION 5 PLAN ACCOUNTS AND INVESTMENT PROVISIONS .......................................6 Responsibility for Investment Elections ....................................................................................6 Investment Options ....................................................................................................................7 Administrative Expenses Paid By Participants Relevant to Investment Venues .......................7 Investing in the Plan’s Investment Venues – General Information ...........................................7 Investing Contributions and Loan Repayment Deposits ...........................................................8 Investing Subsequent to Deposit ................................................................................................9 Investing Within A Venue .........................................................................................................9 Venue Transfer Procedures ......................................................................................................11 Venue Transfers FROM the Select Funds Venue ....................................................................11 Venue Transfers TO the Select Funds Venue ..........................................................................11 Approved Investment Manager Authority and Payment of Investment Advice Fees .............11 Trustee Discretion Over Investments .......................................................................................12 Administrative Expenses Paid By Terminated Participants ....................................................12 Participant Accounts ................................................................................................................12

SECTION 6 DISTRIBUTIONS ....................................................................................................13 Vesting .....................................................................................................................................13 Manner of Distribution ............................................................................................................13 Administrative Fees Associated with Distributions .................................................................14 Timing of Distribution .............................................................................................................14 Small Benefits Paid in a Lump Sum ........................................................................................14 Beneficiary Designations .........................................................................................................14

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SECTION 7 LOANS AND WITHDRAWALS WHILE EMPLOYED ........................................15 Loans ........................................................................................................................................15 Withdrawals From Salary Deferral and Rollover Accounts ....................................................16 Withdrawals After Attainment of Age 59½ .............................................................................16 Administrative Fees Associated with Withdrawals While Employed .....................................17

SECTION 8 CLAIMS FOR BENEFITS .......................................................................................18

SECTION 9 ADMINISTRATION ................................................................................................19

SECTION 10 MISCELLANEOUS INFORMATION ..................................................................19 Continuance of the Plan ...........................................................................................................19 Assignment of Benefits ............................................................................................................19 Reemployment .........................................................................................................................20 Top-Heavy Requirements ........................................................................................................20 Procedure For Domestic Relations Orders ..............................................................................20

SECTION 11 DEFINITIONS ........................................................................................................21 Hour of Service ........................................................................................................................21 Year of Service ........................................................................................................................21 One-Year Break in Service ......................................................................................................21 Earnings ...................................................................................................................................21 Highly compensated employee ................................................................................................21 Key employee ..........................................................................................................................22

SECTION 12 ERISA RIGHTS ......................................................................................................21 Plan Documents .......................................................................................................................22 Summary Annual Report and Plan Changes ............................................................................22 Statement of Accrued Benefits ................................................................................................22 Fiduciaries ................................................................................................................................22 Exercising Your Rights ............................................................................................................23 Enforcing Employee Rights .....................................................................................................23

ATTACHMENT A PROFIT SHARING CONTRIBUTION FORMULA AND EXAMPLE ............................................................................................................................ A-1

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SECTION 1 INTRODUCTION

The Judicature Profit Sharing and 401(k) Plan (the “Plan”, or the “Judicature Plan”), effective July 1, 1990, is maintained by Brinks Gilson & Lione, A Professional Corporation (the “Firm”), for the purpose of providing increased financial security for the Firm’s eligible employees.

SECTION 2 IDENTIFYING INFORMATION

Name of Plan................. Judicature Profit Sharing and 401(k) Plan

Plan Sponsor and Plan Administrator................ Brinks Gilson & Lione,

A Professional Corporation NBC Tower, Suite 3600 455 North Cityfront Plaza Drive Chicago, Illinois 60611 (312) 321-4200

Employer Identification Number of Firm............... 36-2706760

Trustees..................... David Fleming, Janet Pioli, Lee Rendino and Marc Richards c/o Brinks Gilson & Lione, A Professional Corporation NBC Tower, Suite 3600 455 North Cityfront Plaza Drive Chicago, Illinois 60611

Type of Administration....... The Profit Sharing Plan Committee (the “Committee”) carries out the Firm’s responsibilities concerning the administration of the Plan. As of the date this summary is published, the members of the Committee are David Fleming, Janet Pioli, Lee Rendino and Marc Richards located at the Chicago office of the Firm, and Dave Fleming is the Secretary of the Committee. Please contact the Chief Operating Officer of the Firm or any of the Trustees for updated information as to the names and contact information for the members of the Committee and the Secretary of the Committee. Correspondence to the Committee can also be sent to the Chicago office of the Firm, care of the Chief Operating Officer of the Firm. Service of process may be made upon the Secretary of the Committee or any of the Trustees. The Plan is funded by Firm contributions and participant salary deferral contributions to a trust created by an agreement between the Firm and the Trustees.

Plan Year-End................ December 31

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Plan Number.................. 001

Type of Plan................. Profit Sharing and 401(k) (Defined Contribution) Plan

SECTION 3 PARTICIPATION

Eligible Employees Prior to January 1, 2008, generally all employees of the Firm were eligible to

participate in the Judicature Plan. Effective January 1, 2008, the Firm adopted a new profit sharing and 401(k) plan, titled the Associates Judicature Profit Sharing and 401(k) Plan (the “Associates Judicature Plan”), for associates, counsel and summer associates.

Effective January 1, 2008, associates, counsel and summer associates became eligible to share in profit sharing and Firm 401(k) contributions made to the Associates Judicature Plan, and therefore are no longer eligible as of that date to share in profit sharing and Firm 401(k) contributions made to the Judicature Plan. Effective January 1, 2009, associates, counsel and summer associates became eligible to make salary deferral contributions, catch-up contributions and rollover contributions to the Associates Judicature Plan, and therefore are no longer eligible as of that date to make those types of contributions to the Judicature Plan.

As explained above, effective January 1, 2009, associates, counsel and summer associates are no longer eligible to participate in the Judicature Plan. Therefore, their Plan accounts have been transferred from the Judicature Plan to the Associates Judicature Plan.

If a person is classified by the Firm as an independent contractor for purposes of income tax withholding and employment taxes and not as an employee, or if a person renders services to the Firm pursuant to an agreement classifying him as an independent contractor or waiving Plan participation, the person is not eligible to participate in the Plan.

Service and Age Requirements Generally, all eligible employees of the Firm become participants in the Plan after

satisfying their service requirement and attaining age 21. The service requirements for summer interns are different than those for other eligible employees, as explained below.

Eligible Employees Other Than Summer Interns An eligible employee who is not a summer intern, and is not otherwise employed

on a temporary basis, becomes a participant for purposes of being eligible to make salary deferral contributions as of the first day of the first pay period following the employee’s completion of 30 days of employment, provided he has attained age 21 by that day. If he has not attained age 21 by that day, then he becomes a participant as of the first day of the first pay period following his attainment of age 21.

An eligible employee who is not a summer intern, and is not otherwise employed on a temporary basis, becomes a participant for purposes of eligibility for Firm profit sharing and Firm 401(k) contributions as of the first January 1 after completing his first 6 months of

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employment if (i) during that first 6 months he is credited with at least 500 Hours of Service (as defined in Section 11 below), and (ii) he has attained age 21 by that January 1. If an eligible employee is not credited with at least 500 Hours of Service during his first 6 months of employment or has not attained age 21 by that January 1, then he becomes a participant as of the first January 1 or July 1 after he (i) has completed a 12-month period of employment beginning on his first day of employment or on any anniversary of that day during which he is credited with at least 1,000 Hours of Service, and (ii) has attained age 21.

Employees Who Are Summer Interns An employee who is a summer intern, or is otherwise employed on a temporary

basis, becomes a participant for all purposes (i.e., eligibility for Firm profit sharing and Firm 401(k) contributions and salary deferral contributions) as of the first January 1 or July 1 after he (i) has completed a 12-month period of employment beginning on his first day of employment or on any anniversary of that day during which he is credited with at least 1,000 Hours of Service, and (ii) has attained age 21.

If an employee hired as a summer intern later becomes employed on a permanent basis and is not already a participant by the rules in the preceding paragraph, then those rules continue to apply, but the following special rules apply if they make him a participant at an earlier date. The special rules are that

(1) The employee becomes a participant for purposes of being eligible to make salary deferral contributions as of the first day of the first pay period following his first day of active employment (when he is actually required to be performing services at the Firm’s offices) beginning with or following his becoming employed on a permanent basis.

(2) The employee becomes a participant for purposes of being eligible for Firm profit sharing and Firm 401(k) contributions as of the first January 1 following his first day of active employment beginning with or following his becoming employed on a permanent basis if he has been employed by the Firm for at least six months prior to that January 1.

Enrollment To enroll in the salary deferral contribution feature of the Plan, you must

complete a 401(k) Salary Deferral Contributions Enrollment/Change Form. The form is available on www.planspecs.com/bgl or from the Payroll Coordinator in the Human Resources Department. On the form, you either agree to have salary deferral contributions made on your behalf or decline participation in the salary deferral feature of the Plan, choose the rate of contributions, and direct the deposit of those contributions among the Plan’s Investment Venues.

Because enrollment in the profit sharing contribution and Firm 401(k) contribution features of the Plan is automatic upon your satisfying the eligibility requirements described above, no enrollment forms are needed for you to be allocated your share of those contributions. However, you must complete a 401(k) Salary Deferral Contributions Enrollment/Change Form to direct the deposit of those contributions among the Plan’s investment funds of the Investment Venues. If you do not complete the form, these contributions

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allocated to you will be invested in the Plan’s default investment fund within the Plan’s default Investment Venue, namely the Vanguard Wellington Fund (ticker symbol VWENX) within the Select Funds Venue.

Change of Employment Status to Ineligible Employee If your employment status changes during any calendar year so that you are no

longer an eligible employee, i.e., you become a summer associate, associate or counsel, you will continue to be considered an eligible employee for that year. You will be eligible to share in profit sharing and Firm 401(k) contributions made to the Judicature Plan for that year, and eligible to continue to make salary deferral, catch-up and rollover contributions to the Judicature Plan for the remainder of that year. Beginning with the next January 1, you will no longer be considered an eligible employee, but you will become a participant in the Associates Judicature Plan. At that time, your Plan accounts will be transferred from the Judicature Plan to the Associates Judicature Plan.

Change of Employment Status to Eligible Employee If your employment status changes during any calendar year so that you become

an eligible employee, i.e., you are no longer a summer associate, associate or counsel, and you have satisfied the service requirement and have attained age 21, you will become a participant in the Judicature Plan. You will be eligible to share in profit sharing and Firm 401(k) contributions made to the Judicature Plan, and eligible to make salary deferral, catch-up and rollover contributions to the Judicature Plan, either (i) immediately upon that status change if prior to it you were not yet a participant in the Associates Judicature Plan, or (ii) upon the January 1 following that status change if prior to it you were a participant in the Associates Judicature Plan. Upon becoming a participant in the Judicature Plan, your accounts under the Associates Judicature Plan will be transferred to the Judicature Plan.

SECTION 4 CONTRIBUTIONS

Salary Deferral Contributions You choose the amount of salary deferral contributions to be made on your behalf

by directing the Firm to reduce your Earnings (as defined in Section 11 below) by any fixed dollar amount up to 100% of your net pay (after other payroll deductions) and to contribute that amount to your salary deferral account under the Plan. The deferral percentage is applied to all of your Earnings, including bonuses and overtime. From time to time, the Committee may determine that a percentage less than 100% is the maximum percentage for a group of participants, and such percentage is automatically reduced to the extent you have other deductions from your paycheck.

You may begin, change, suspend or resume your deferral contribution amount by filing a 401(k) Salary Deferral Contributions Enrollment/Change Form for the applicable calendar year with the Payroll Coordinator in the Human Resources Department in accordance with rules established by the Committee. The form is available on www.planspecs.com/bgl or from the Payroll Coordinator.

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Your salary deferral contributions are deducted from your paycheck and are not subject to federal income tax. As a result, you are able to defer federal income tax on these amounts until you receive a distribution from the Plan. (Distributions are described in Section 6 below).

There is an Internal Revenue Service (IRS) limit on the amount of salary deferral contributions which may be made on your behalf to this Plan and to plans of any other employers each calendar year. The limit for 2020 is $19,500. This annual deferral limit is adjusted periodically for inflation. The 401(k) Salary Deferral Contributions Enrollment/Change Form provides an option by which you may direct the Payroll Coordinator to automatically increase the amount of salary deferral contributions made on your behalf each year in accordance with the increase (if any) in this IRS-imposed limit for any succeeding year. There is also a limit on the amount of salary deferral contributions which may be made on behalf of “highly compensated employees” (as defined in Section 11 below) determined by the amount of salary deferral contributions made by all other employees. In addition, if the Committee determines that the Plan is likely to be a “top-heavy plan” (as defined in Section 416 of the Internal Revenue Code) for the current calendar year or was a top-heavy plan for the preceding year, and if the Committee determines that you are likely to be a “key employee” (as defined in Section 11 below) for the current calendar year or you are a shareholder at any time during the current year, you may not be allowed to make salary deferral contributions for that year. Currently the Plan is a top-heavy plan. For these reasons, the amount you can contribute may be limited to less than the amount you have elected to contribute. If this is the case, you will be advised of this fact by the Committee and any excess contributions will be returned to you.

Catch-up Contributions If you will attain age 50 during a calendar year, of if you attained age 50 during a

prior year, you are able to make additional salary deferral contributions, or “catch-up contributions.” These are contributions that would not otherwise be allowed due to (i) the annual salary deferral contribution limit (inflation-increased as described above) or (ii) if you are a highly compensated employee, the limit determined by the amount of salary deferral contributions made by all other employees. You can elect to make catch-up contributions in the same manner, and subject to the same restrictions, as apply to salary deferral contribution elections. For 2020, you can make catch-up contributions in total up to $6,500. This limit is adjusted periodically for inflation. The 401(k) Salary Deferral Contributions Enrollment/Change Form provides an option by which you may direct the Payroll Coordinator to automatically increase the amount of catch-up contributions made on your behalf each year in accordance with the increase (if any) in this IRS-imposed limit for any succeeding year.

Firm Profit Sharing and 401(k) Contributions The Firm may make a profit sharing contribution or a Firm 401(k) contribution, or

both, for any calendar year of any amounts determined by the Firm. All such contributions are made only from the net profit of the Firm.

You share in these contributions even if you have not elected to make salary deferral contributions. However, to share in any profit sharing or Firm 401(k) contribution, you must be employed by the Firm at the close of the year to which the contribution applies or, in the

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case of profit sharing contributions, you are at the close of that year on a leave of absence granted by the Firm. Furthermore, to share in any Firm 401(k) contribution made for a year, you cannot be a “highly compensated employee” (as defined in Section 11 below) for that year or for the next year.

Firm Profit Sharing Contributions Your share of any Firm profit sharing contribution for a calendar year depends on

(i) your Earnings (as defined in Section 11 below) for the year, (ii) whether the Plan is “top-heavy” for the year (as defined in Section 416 of the Internal Revenue Code), and (iii) if the Plan is top-heavy, whether you are a “key employee” (as defined in Section 11 below). Currently, the Plan is a top-heavy plan.

The specific formula used to determine your share of the Firm’s profit sharing contribution and an example of how that formula is applied are set out in Attachment A to this Summary.

Your share of any profit sharing contribution is allocated to your “profit sharing account.”

Firm 401(k) Contributions Your share of the Firm 401(k) contribution for a year is the proportion that your

Earnings (as defined in Section 11 below) for the year bears to the Earnings of all participants eligible to share in the contribution. For example, assume the Firm 401(k) contribution for a calendar year is $10,000, your Earnings are $20,000, and the total Earnings of all participants eligible to share in the contribution is $2,000,000. Your share of the contribution would be:

$10,000 x ($20,000/$2,000,000) = $100

Your share of any Firm 401(k) contribution reduces your share of any profit sharing contribution and is allocated to your “salary deferral account.”

Rollover Contributions If you have an account balance of $5,000 or more under a profit sharing, pension

or stock bonus plan of a previous employer, you may be able to have such amount directly transferred to a rollover account established for you under the Plan. That amount cannot include any amounts from designated Roth contributions. You should contact the Plan Administrator at [email protected] if you would like to make such a rollover contribution.

SECTION 5 PLAN ACCOUNTS AND

INVESTMENT PROVISIONS

Responsibility for Investment Elections The Firm has designed the Plan to be a Plan described in Section 404(c) of the

Employee Retirement Income Security Act of 1974 (“ERISA”). Consequently, when you direct the investment of your own accounts, the Trustees and all other Plan fiduciaries will not be liable

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for any losses to your accounts that are the direct and necessary result of your investment instructions. Thus, for example, if you direct the investment of all of your accounts in a particular investment fund and the value of that fund declines substantially, you would not be permitted to claim that the Trustees or any other Plan fiduciary should be liable for such loss.

Investment Options Each participant individually determines how the funds held on his or her behalf

will be invested and reinvested in the various investments authorized by the Trustees. The Plan allows participants to select among three different Investment Venues:

(1) Select Funds Venue: A core menu of various mutual funds chosen by the Trustees with initial screening, monitoring, and replacement advice provided by a Securities and Exchange Commission Registered Investment Advisor engaged by the Trustees.

(2) Fidelity Brokerage Venue: A brokerage account established on your behalf at Fidelity Investments, through which you may direct investments among any of the mutual funds, registered securities, or other investments such as certificates of deposit available through this brokerage platform and permitted by the Plan.

(3) Schwab Brokerage PCRATM Venue: A brokerage account established on your behalf at Charles Schwab & Co., through which you may direct investments among any of the mutual funds, registered securities, or other investments such as certificates of deposit available through this brokerage platform and permitted by the Plan.

Administrative Expenses Paid By Participants Relevant to Investment Venues As of each December 15, any participant with an account balance in more than

two of the Plan’s three Investment Venues will be charged $100, representing an allocable portion of the Plan’s administrative expenses.

Investing in the Plan’s Investment Venues – General Information The Committee provides current and prospective participants with a wide variety

of both proprietary and independently-published descriptive materials regarding each mutual fund offered in the Select Funds Venue. These include a fund prospectus and annual report with information such as a description of annual operating expenses and the amount of such expenses, and information concerning the value of fund shares and past investment performance. Please carefully review appropriate prospectuses and other relevant details of each fund before deciding how your accounts should be invested. In deciding which fund or funds are right for you, you should consider all relevant information, including your financial goals and objectives, your tolerance for risk, the advantages of diversification, and the descriptions of the funds.

Although other sources for this fund information are available, the Plan’s dedicated website at www.planspecs.com/bgl represents the Plan’s official repository of this information. Furthermore, you may monitor performance of your investment selections in the Select Funds Venue on a daily basis by reference to the mutual funds’ closing market share prices, your share balances, and your total fund market values at www.planspecs.com/bgl. Fund

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closing market share prices are also published daily in major newspapers and in The Wall Street Journal.

Information regarding the investments available through the Fidelity Brokerage Venue and the Schwab Brokerage PCRA™ Venue must be obtained by the participant directly from the issuers of those investments or from Fidelity (www.fidelity.com or 1-800-544-6666) or Schwab (www.schwab.com or 1-800-372-PCRA). These two Investment Venues are offered by the Plan primarily for Plan participants who desire to invest all or a portion of their Plan accounts outside the Select Funds Venue.

The Trustees, Committee, and Plan Administrator are not responsible for the investment of Plan accounts. The Trustees are responsible for the Select Funds Venue providing an appropriate menu of mutual funds, and the Trustees employ a Registered Investment Advisor to advise them in that respect. A limited number of the mutual funds offered in the Select Funds Venue may have Redemption and/or Purchase fees associated with associated transactions as directed by participants through the Plan Administrator. Complete descriptions of these fees and their applicability to transactions within the Plan are available at www.planspecs.com/bgl under the Plan Investing Select Funds Venue tabs.

The Trustees are not responsible for any mutual fund or other investment provided through the Fidelity Brokerage Venue or the Schwab Brokerage PCRATM Venue. All responsibility for an adequate review of any investment prior to its purchase through the Fidelity Brokerage Venue or the Schwab Brokerage PCRA™ Venue rests solely with the participant. Participants investing through these two Investment Venues are responsible for being fully apprised of all aspects of those investments, including but not limited to applicable trading expenses, sales commissions, fund loads, redemption fees (and the rules governing them), initial and ongoing fund purchase minimums, and fund investment objectives. Expenses incurred in connection with a participant investing through the Fidelity Brokerage Venue or the Schwab Brokerage PCRATM Venue are paid from the participant’s accounts. Fidelity and Schwab have provided the Trustees with proprietary publications detailing account fees and commissions. These pricing guides are available at www.planspecs.com/bgl under the Plan Investing >> Fidelity Funds and the Plan Investing >> Schwab PCRA tabs.

Investing Contributions and Loan Repayment Deposits Initially, at the participant’s direction, all salary deferral contributions, all Firm

profit sharing and Firm 401(k) contributions, and all participant loan repayments are deposited in the Investment Venue – specific default investments described below in one or more of the Plan’s three Investment Venues as directed by the participant on his 401(k) Salary Deferral Contribution Enrollment/Change Form:

(1) by default, in the absence of a participant’s formal investment direction via submission of a Select Funds Future Contributions Investment Form to the Plan Administrator, the Vanguard Wellington Fund (as the Plan’s Qualified Default Investment effective January 1, 2008) as available within the Select Funds Venue, and/or

(2) the Fidelity Cash Reserves Money Market Fund “Sweep Account”, provided the participant has met the requirements of Fidelity to open an account and has

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completed and delivered Plan and Fidelity documents to the Plan Administrator required to invest through the Fidelity Brokerage Venue, and/or

(3) the Charles Schwab & Co. FDIC-insured Schwab Bank “Sweep Account” for Benefit Plans, provided the participant has completed and delivered Plan and Schwab documents to the Plan Administrator required to invest through the Charles Schwab & Co. Personal Choice Retirement Account™ (PCRA™) Venue.

Your election to direct contributions and loan repayments into the above-specified default investment within any of the three available Plan Investment Venues is authorized by your completion of a 401(k) Salary Deferral Contributions Enrollment/Change Form. This form is available on www.planspecs.com/bgl or from the Payroll Coordinator in the Human Resources Department. In addition, for you to direct contributions and loan repayments into the “Sweep Account” of either the Fidelity Brokerage or Schwab Brokerage PCRATM Venues, you must complete the proper Plan account applications. Contact the Plan Administrator at [email protected] for instructions and applicable forms for each of these two Investment Venues.

You may elect to direct contributions and loan repayments among the mutual funds available within the Select Funds Venue, rather than only to the Plan’s Qualified Default Investment Alternative (“QDIA”) Vanguard Wellington Fund, by completing a Select Funds Future Contributions Investment Form. This form is available only on www.planspecs.com/bgl.

Investing Subsequent to Deposit Once funds have been deposited in any of the Plan’s three Investment Venues

listed above, they may be transferred into any of the other Investment Venues at the participant’s election effective on any monthly Venue Transfer Date in accordance with the Committee’s then current administrative procedures summarized below (see the “Venue Transfer Procedures” section heading below) and detailed in the Notes section heading in each of the Plan’s administrative forms available at the Plan’s dedicated website at www.planspecs.com/bgl.

All administrative forms necessary for investing subsequent to deposit are available only on the Plan’s dedicated website. You have access to these forms only after you first submit a completed 401(k) Salary Deferral Contributions Enrollment/Change Form to the Payroll Coordinator in the Human Resources Department and the Plan Administrator subsequently provides you with access. Thereafter, you direct investments among the Plan’s Investment Venues and within the Select Funds Venue solely via www.planspecs.com/bgl.

Investing Within A Venue Balances in the mutual funds of the Select Funds Venue may be reallocated

among the mutual funds of the Select Funds Venue by completing and submitting a Select Funds Balance Remix Form via www.planspecs.com/bgl. Investment changes within the Select Funds Venue are processed once each month with elected fund redemptions effective on the 20th calendar day (or next business day if the 20th calendar is not a business day) (the “Venue Transfer Date”) and corresponding mutual fund purchases effective the following day.

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Balances in investments within the Fidelity Brokerage Venue or the Schwab Brokerage PCRATM Venue may be liquated and reinvested in other investments within that Investment Venue at any time in accordance with the rules governing the accounts in those Venues as determined by the applicable custodial institution. Participants with any portion of a Plan account in either of these two Venues should familiarize themselves with these investment rules and procedures by contacting Fidelity (www.fidelity.com or 1-800-544-6666) or Schwab (www.schwab.com or 1-800-372-PCRA). Remember, all responsibility for any investments within these two Venues rest with the Plan participant.

Investments through the Fidelity Brokerage Venue or the Schwab Brokerage PCRATM Venue may be made in any of the following types of assets:

(1) shares in “open-end” and “closed-end” investment companies registered under the Investment Company Act of 1940 (mutual funds) whose bid and ask values are readily available;

(2) stock that is securities listed on the New York Stock Exchange, the American Stock Exchange and other stock exchanges and any Nasdaq national market and small cap market securities (which excludes pink sheets and Bulletin Board stocks);

(3) publicly traded bonds listed on a domestic nationally recognized exchange; (4) certificates of deposit for which trading and custodial facilities are readily

available through the custodian of the account; and (5) U.S. Treasury obligations.

Investments through the Fidelity Brokerage Venue or the Schwab Brokerage PCRATM Venue may not include any of the following:

(A) the purchase of securities on margin or sell short; (B) interests in a partnership or joint venture; (C) transactions with respect to commodities, futures or options; (D) property subject to acquisition or other indebtedness; (E) any restricted securities as defined in Rule 144 of the Securities and Exchange

Commission; (F) real property; (G) any franchise or similar right; (H) any transaction prohibited under the Internal Revenue Code or ERISA; (I) any investment not described in (1) through (5) above; or; (J) any investment that violates the Firm’s policy regarding the direct or indirect investment in any client of the Firm or violates the Firm’s “Policies and Procedures on Confidential Information and Investing in Securities of Clients and Others.”

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Venue Transfer Procedures Participants can direct the transfer of their account balances between the Plan’s

three Investment Venues once each month effective on the 20th calendar day (or next business day if the 20th calendar day is not a business day) (the “Venue Transfer Date”) after timely submission to the Plan Administrator of a Venue Transfer Form completed only on www.planspecs.com/bgl (no manually-competed forms are accepted), signed and faxed or e-mailed to the Plan Administrator (fax number and e-mail address shown on the bottom of the form). These forms are accepted in accordance with processing details in the Notes section heading in the current version of the form on the website. The Committee reserves the right to modify the processing details at any time. However, the Notes existing on the version of the form you submit govern that submission. Be sure to read these Notes carefully so you are clear as to the processing details of that submission before signing and submitting the form.

Only Plan account balances invested in the “Sweep Account” of the Fidelity Brokerage Venue or Schwab Brokerage PCRATM Venue on the business day immediately prior to the elected Venue Transfer Date may be transferred to another Investment Venue by submission of a Venue Transfer Form. For example, if you want to move 100% of your Fidelity Brokerage Venue Plan account balance to the Select Funds Venue, any amount not in the Fidelity Cash Reserves Money Market Fund “Sweep Account” on the day before that month’s Venue Transfer Date will be ignored. Therefore, it is your responsibility to timely sell all non-“Sweep Account” investments in the Fidelity Brokerage Venue or the Schwab Brokerage PCRATM Venue which you wish to transfer to a different Investment Venue so that the sales proceeds are available for transfer from that “Sweep Account” on the Venue Transfer Date.

Venue Transfers FROM the Select Funds Venue Note that a separate set of rules govern Investment Venue transfers FROM

investments within the Select Funds Venue. These procedures allow a participant to direct an Investment Venue transfer, including non-money market balances in the Select Funds Venue, FROM the Select Funds Venue to the participant’s previously-opened Plan account in the Fidelity Brokerage Venue or Schwab Brokerage PCRATM Venue. This process is authorized by the participant completing and submitting to the Plan Administrator both a Select Funds TRANSFER-OUT Investment Form and a Venue Transfer Form. These forms are available only on www.planspecs.com/bgl.

Venue Transfers TO the Select Funds Venue Investment Venue transfers TO the Select Funds Venue will be invested in the

Select Funds Venue’s money market mutual fund unless the participant completes and submits a Select Funds TRANSFER-IN Investment Form together with the Venue Transfer Form authorizing that month’s Investment Venue transfer. The Select Funds TRANSFER-IN Investment Form is available only on www.planspecs.com/bgl.

Approved Investment Manager Authority and Payment of Investment Advice Fees A participant may authorize an investment manager satisfying certain

requirements of the Committee to have investment authority with regard to the participant’s account invested through the Fidelity Brokerage or Schwab Brokerage PCRATM Venues.

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Regardless of whether an investment manager has investment authority, a participant who is receiving investment advice from an investment manager may arrange to have a portion or all of the fees of such manager for a year paid from the assets of the participant’s Plan account, provided that the amount paid in any calendar year does not exceed 1% of the balance of the participant’s Plan account as of the end of the preceding year.

Trustee Discretion Over Investments The Trustees may at any time in their sole discretion and without notice, direct or

cause the Trust to sell any investment credited to a Fidelity Brokerage Venue or a Schwab Brokerage PCRATM Venue account that is a direct or indirect investment in a client of the Firm or which investment, in their sole discretion, they determine to be in violation of the Firm’s “Policies and Procedures on Confidential Information and Investing in Securities of Clients and Others.”

Administrative Expenses Paid By Terminated Participants As of each December 15, the account balance of each Plan participant whose

employment with the Firm had terminated on or before the preceding October 15 will be charged $250, representing an allocable portion of the Plan’s administrative expenses. This charge is not made against the account balance of any participant who completes and returns a “Distribution and Federal Income Tax Withholding Authorization Form” (available upon request from the Plan Administrator at [email protected]) to Human Resources on or before the preceding December 1st.

Participant Accounts The Plan maintains records of the following separate accounts for each

participant: (1) a “salary deferral account,” to include salary deferral contributions and your share

of Firm 401(k) contributions; (2) a “profit sharing account” to include your share of Firm profit sharing

contributions and “remainders” (as described in Section 6 below); (3) an “employee after-tax account” to include any investment earnings on employee

after-tax contributions made to the Plan before January 1, 1987 (all such contributions but not earnings have since that time been distributed); and

(4) a “rollover account” to include any rollover contributions.

Earnings and losses attributable to the investment of any particular type of contribution are also included in the account which includes that type of contribution. Participants receive annual statements showing the amounts credited to these various accounts.

The Plan needs to keep records on each of these accounts due to varying vesting requirements and potentially different tax consequences to the participants upon distribution. Funds from these various accounts are commingled for investment purposes. Although the Plan maintains records of your accounts, you are responsible for keeping a record of assets belonging to your accounts and the value of your accounts.

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SECTION 6 DISTRIBUTIONS

Vesting You are always fully vested in (i.e., you have a 100% nonforfeitable interest in)

the following Plan accounts: (1) your salary deferral account, (2) your employee after-tax account, and (3) your rollover account.

If, on the day on which you terminate employment you have attained age 65 or you have completed 3 Years of Service (as defined in Section 11 below) with the Firm, you will also be fully vested in your profit sharing account.

If when you terminate employment you are not fully vested in your profit sharing account, you forfeit your profit sharing account. These amounts are called “remainders.” Remainders are allocated to the profit sharing accounts of other participants in the same manner as are profit sharing contributions made by the Firm for the calendar year during which you terminate employment.

Manner of Distribution Upon your termination of employment you will receive, or in the event of your

death your beneficiary will receive, any salary deferral contributions made by you which have not yet been credited to your salary deferral account.

In addition, you will receive a distribution (or in the case of your death your beneficiary will receive a distribution) in one of the following methods which, except as explained below, you will elect:

(1) by payment in a lump sum; or (2) by a series of substantially equal installments over a period not exceeding the

shorter of (i) the life expectancy of you and your beneficiary, and (ii) the maximum period allowed under the Internal Revenue Code. Installments can be payable monthly, quarterly or annually.

If you are married at the time your distribution begins and you choose to receive your distribution in the form of installments, then any installments remaining unpaid at the time of your death (assuming you predecease the final installment) will be paid to your surviving spouse as your beneficiary unless you designate a different beneficiary and your spouse consents in the presence of a notary public or plan representative to such designation. If you are married at the time of your death and your distribution has not yet begun, then the distribution to which you would have been entitled will be made in lump sum to your surviving spouse as your beneficiary unless you designate a different beneficiary or manner of distribution and your spouse consents in the presence of a notary public or Plan representative to such designation.

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If you die before distribution of your vested benefit has begun, distribution will be made to your beneficiary over a period not exceeding the greatest of: (i) 5 years after your death; (ii) the life expectancy of your beneficiary provided the beneficiary is not your spouse and payments begin within one year of your death, or (iii) the life expectancy of your spouse, provided your spouse is your beneficiary and payments begin by the date on which you would have attained age 70½ had you survived.

Administrative Fees Associated with Distributions Your distribution is processed without administrative fees of any kind provided

that you will accept the proceeds (net of any tax withholding) of your distribution in the form of a check mailed to your home address. For a fee of $20, you may request the proceeds of your distribution in the form of a Fed Wire to your personal checking account.

Timing of Distribution If when you terminate employment you have attained age 65 your distribution

will be made, or payment of your installments will commence, as soon as practicable after your termination.

If, when you terminate employment you have not attained age 65 and you make an election in writing on a form provided by the Committee and the election is delivered to the Committee not later than 90 days after your termination of employment, your distribution will be made (or payment of your benefits will commence) as soon as practicable after your termination of employment.

If, when you terminate employment you have not attained age 65 and you do not file such an election within such time period, you may deliver a written election to the Committee on any later date to receive your distribution (or commence installments) as soon as practicable after such later date but not later than your 65th birthday.

If you remain employed after attaining age 70½, your distribution will be made (or installments will commence) no later than the April 1 following the calendar year during which you terminate employment. However, if you attained age 70½ prior to January 1, 2002, you can elect to commence distributions no later than the April 1 following the calendar year during which you attain age 70½. Other rules may apply to you if you filed an election with the Committee concerning the form and timing of your benefit prior to January 1, 1984. In that case, you can contact the Committee for more information.

Small Benefits Paid in a Lump Sum If the sum of the vested balances of your accounts is $1,000 or less, the entire

distribution will be paid to you in a lump sum as soon as practicable following your termination of employment.

Beneficiary Designations You may designate your beneficiary or change that designation at any time by

completing a form provided by the Plan Administrator upon request to [email protected] and delivering the form to the Plan Administrator via fax or e-mail prior to your death. A significant

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exception to this rule is discussed under “Manner of Distribution” and requires your spouse to be your beneficiary unless your spouse consents to some other designation.

If you fail to designate a beneficiary or your designated beneficiary dies before you do or before distribution to your beneficiary is completed, the Committee, in its discretion, will make any payments which would have been made to a beneficiary as follows:

(1) to or for the benefit of one or more of your relatives by blood, marriage or adoption, or

(2) to the legal representative of the last to die of you or your beneficiary.

You and your beneficiaries are responsible for notifying the Committee of your most recent address. If the Committee sends a notice of entitlement of distribution to the address last given and within 3 years you or your beneficiary (whichever is applicable) fail to claim such benefits, the benefits will be disposed of as follows:

(1) if your whereabouts is unknown but the whereabouts of your beneficiary is known, to your beneficiary;

(2) if the whereabouts of you and your beneficiary are unknown but the whereabouts of one or more relative by blood, marriage or adoption is known, to one or more of such relatives;

(3) if the whereabouts of the persons described in (1) and (2) above are unknown, benefits will be disposed of in a manner permitted by law under rules adopted by the Committee.

SECTION 7 LOANS AND WITHDRAWALS WHILE EMPLOYED

Loans While the primary purpose of the Plan is to provide income for your retirement,

you may be permitted to take a loan from the Plan while you are working for the Firm. You may borrow from the Plan by filing an application with the Plan Administrator in accordance with rules established by the Committee. Any loan will be charged against your accounts.

The maximum amount which you may borrow cannot exceed the lesser of: (1) 50% of the sum of your vested account balances, or (2) $50,000 reduced by the highest outstanding balance of all your loans under the

Plan during the one-year period ending on the day preceding the day such amount is to be borrowed.

Any borrowed amount must be repaid no later than five years after the loan is made. However, the five-year limit will not apply if you are using the loan to acquire what will, within a reasonable time, be your principal residence. You must consent to repay any loan in substantially equal installments at least monthly at an interest rate equal to the Prime Rate in effect on the loan funding date as published by The Wall Street Journal, plus 1%. You must provide the Plan with your promissory note to repay the loan and assign 50% of the value of all

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your vested account balances under the Plan and possibly provide other security for your promise to repay the loan.

If, when you terminate employment any of your loan or interest thereon remains unpaid, such unpaid amount will be charged to your accounts before a distribution is made on your behalf. If you terminate employment because you enter qualified military service, you can elect to suspend your loan repayments until your qualified military service ends.

The minimum amount that may be borrowed is $1,000, and the minimum loan repayment is $50 per month or $25 per pay period. No participant may have more than three loans outstanding at any one time. In addition, a loan will only be made from the Plan if, in the sole discretion of the Committee, it would not cause the Plan to violate any provision of law. A participant’s account will be charged all costs of the Plan of reviewing the participant’s loan application and making any loan, but such charges shall not exceed an amount predetermined by the Plan.

Loan administration fees representing an allocable portion of the Plan’s administrative expenses associated with the initiation of a loan are deducted from the loan’s proceeds as follows:

(1) $100 deducted from a new loan’s proceeds if the proceeds are paid in the form of a check; $120 if paid in the form of a Fed Wire to the participant’s personal checking account.

(2) $150 deducted from a refinanced loan’s net proceeds if the proceeds are paid in the form of a check; $170 if paid in the form of a Fed Wire to the participant’s personal checking account.

(3) Default payment of loan proceeds is by check mailed via first class mail to the participant’s home address. Fed Wire of loan proceeds is done only upon request from the participant to the Plan Administrator during the loan application process.

Loan administration fees representing an allocable portion of the Plan’s administrative expenses associated with the ongoing maintenance (regulatory compliance and accounting) for a loan are deducted annually from the participant’s account as follows:

(1) $50 annual fee for each loan balance outstanding on any December 15.

Withdrawals From Rollover and Salary Deferral Account In some cases, by application to the Plan Administrator, funds may be withdrawn

from your salary deferral and rollover accounts provided you can demonstrate to the Committee that you are incurring a “financial hardship”.

“Financial hardship” exists only if the Committee decides that you have an immediate and substantial financial need resulting from:

(1) expenses for medical care described in section 213(d) of the Internal Revenue Code previously incurred by you, your spouse or any of your dependents (as defined in the Internal Revenue Code) or necessary for those persons to obtain such medical care, or

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(2) the payment of tuition and related educational fees and room and board expenses for the next twelve months of post-secondary education for yourself, your spouse or any of your children or your dependents (as defined in the Internal Revenue Code, without regard to section 152(d)(1)(B) of the Internal Revenue Code), or

(3) costs directly related to the purchase (excluding mortgage payments) of your principal residence, or

(4) your need to prevent your eviction from your principal residence or foreclosure on the mortgage of your principal residence, or

(5) costs directly related to a funeral or burial expenses that you incur for your deceased parent, spouse, children, or dependent, or

(6) expenses for the repair of damage to your principal residence that would qualify for the casualty deduction under §165 of the Internal Revenue Code, or

(7) expenses and losses (including loss of income) incurred by you on account of a disaster declared by the Federal Emergency Management Agency (FEMA) under the Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 100-707, provided that your principal residence or principal place of employment at the time of the disaster was located in an area designated by FEMA for individual assistance with respect to such disaster.

Hardship withdrawals are limited to the amount the Committee determines is necessary to meet your hardship needs. However, you can never withdraw an amount more than your entire rollover account and then your salary deferral account. You must certify to the Committee, either electronically or in writing, that your hardship cannot be relieved through compensation or reimbursement by insurance or otherwise or by a reasonable liquidation of your assets (including the assets of your spouse and minor children) reasonably available to you and you must have obtained all available distributions and nontaxable loans available to you under plans of the Firm.

Withdrawals After Attainment of Age 59½ After you attain age 59½, if you have completed at least 3 Years of Service (as

defined in Section 11 below), you may elect once each calendar year to withdraw the entire balance or any portion of all of your accounts under the Plan. Your election must be in writing and delivered to the Plan Administrator according to rules established by the Committee.

Administrative Fees Associated with Withdrawals While Employed Your withdrawal is processed without administrative fees of any kind provided

that you will accept the proceeds (net of any tax withholding) of your withdrawal in the form of a check mailed to your home address. For a fee of $20 deducted from the withdrawal’s proceeds, you may request the proceeds of your withdrawal in the form of a Fed Wire to your personal checking account.

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SECTION 8 CLAIMS FOR BENEFITS

The necessary forms for filing a claim for benefits under the Plan are available from the Committee.

If a participant, a participant’s beneficiary or any other claimant believes he or she is entitled to benefits under the Plan in an amount greater than those which he or she is receiving or has received, the claimant may file a claim with the Firm’s Profit Sharing Plan Committee (the “Committee”). The claim must be in writing and state the nature of the claim, the facts supporting the claim, the amount claimed and the address of the claimant. A member of the Committee will review the claim and, unless special circumstances require an extension of time, within 90 days after receipt of the claim, give written notice by registered or certified mail of his or her decision to the claimant. If special circumstances require an extension of time, the claimant will be advised in writing within the initial 90-day period and in no event will the extension exceed 90 days. The written notice of the extension will indicate the special circumstances requiring an extension of time and the date by which the decision with respect to the claim is expected to be rendered. If the claim is wholly or partially denied, the notice of the denial will set forth the specific reasons for the denial, specific references to the pertinent Plan provisions on which the denial is based, a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why that material or information is necessary. The notice also will contain an explanation of the claim review procedure under the Plan and the time limits applicable to that procedure, including a statement of the claimant’s right to bring a civil action under section 502 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) following an adverse benefit determination on review.

If the claim is wholly or partially denied, the notice of the denial will also advise the claimant that the claimant or his or her duly authorized representative may request a review by the full Committee of the denial by filing with the Committee, within 65 days after notice of the denial has been received by the claimant, written request for that review. The claimant will be informed that, within the same 65 day period, he or she (1) may be provided, upon request and free of charge, reasonable access to, and copies of, all pertinent documents, records, and other information and (2) may submit written comments, documents, records and other pertinent information to the Committee. If a request is so filed, review of the denial will be made by the full Committee within, unless special circumstances require an extension of time, 60 days after receipt of that request, and the claimant will be given written notice of the Committee’s final decision. If special circumstances require an extension of time, the claimant will be so advised in writing within the initial 60-day period and in no event will the extension exceed 60 days. The written notice of the extension will indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the decision on review. The review by the Committee will take into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether the information was submitted or considered in the initial benefit decision. The notice of the final decision will include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based.

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Except for actions to which the statute of limitations prescribed by section 413 of ERISA applies, (1) no legal or equitable action under ERISA may start later than one year after the claimant receives a final decision from the Committee in response to the claimant’s request for review of a denied claim and (2) no other legal or equitable action involving the Plan may start later than two years from the time the person bringing an action knew, or had reason to know, of the circumstances giving rise to the action. This provision does not bar the Plan or its fiduciaries (1) from recovering overpayments of benefits incorrectly paid to any person under the Plan at any time or (2) bringing any legal or equitable action against any party. Furthermore, no legal or equitable action under ERISA may start prior to exhaustion of the process described above.

Any legal action involving the Plan that is brought by any participant, beneficiary or other claimant must be brought in the United States District Court for the Northern District of Illinois and no other federal or state court.

The Plan and all rights under the Plan are governed by and construed in accordance with ERISA or other applicable law, except to the extent those laws do not preempt state law, in which case the laws of the State of Illinois will be applicable.

SECTION 9 ADMINISTRATION

The Profit Sharing Plan Committee (the “Committee”) is responsible for the administration of the provisions of the Plan. The Committee interprets and construes the Plan with respect to questions of eligibility and the status and rights of participants under the Plan.

SECTION 10 MISCELLANEOUS INFORMATION

Continuance of the Plan The Firm fully intends to continue the Judicature Profit Sharing and 401(k) Plan

indefinitely and to meet any foreseeable situations that may occur. To protect against any unforeseen situations, the Firm reserves the right to amend or otherwise change the Plan or discontinue it for any reason. Participants should also understand that a profit sharing and 401(k) plan is not the type of plan that is insured by the Pension Benefit Guaranty Corporation and, therefore, the Plan is not covered by any of the plan termination insurance provisions of the Pension Benefit Guaranty Corporation.

Assignment of Benefits Benefits under this Plan cannot be assigned and are not subject to garnishment or

attachment, except pursuant to a qualified domestic relations order issued by a state court or in order for a participant to provide security for a loan to be obtained from the Plan. For information about the rules pertaining to domestic relations orders, please contact the Committee.

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Reemployment If you are a participant in the Plan and your employment with the Firm terminates

and you are later reemployed by the Firm as an eligible employee, you will again be a participant upon your date of rehire. Any Years of Service (as defined in Section 11 below) you had prior to your rehire will be reinstated. If your termination of employment was because you entered qualified military service and you are reemployed by the Firm as an eligible employee immediately after that service, you become entitled upon your reemployment to Firm 401(k) contributions and Firm profit sharing contributions for the period of your qualified military service as if you had remained employed during that time. You will also be entitled upon your reemployment to make extra salary deferral contributions for a period after you are reemployed in an amount equal to the salary deferral contributions you could have made during the period of your qualified military service if you had remained employed during that time.

If you are not yet a participant in the Plan and your employment with the Firm terminates and you are later reemployed by the Firm as an eligible employee, you will become a participant in accordance with the rules described in Section 3 above. Your Years of Service accrued prior to your termination of employment will be reinstated for purposes of determining your vested percentage in your profit sharing account only if your consecutive One-Year Breaks in Service (as defined in Section 11 below) are fewer than the greater of (i) five, or (ii) the number of Years of Service completed prior to your termination of employment.

If you are a participant and your employment terminates because of resignation or dismissal prior to full vesting in your profit sharing account and you are later reemployed by the Firm, any amounts which you forfeited (remainders) upon your termination will be credited to your profit sharing account if you are reemployed by the Firm prior to your incurring five consecutive One-Year Breaks in Service.

Top-Heavy Requirements In the event the Plan is “top-heavy” (as defined in Section 416 of the Internal

Revenue Code) in any calendar year, the Firm must assure that contributions allocated to you under the Plan equal at least (i) 3% of your compensation or (ii) if less, the highest percentage at which contributions are made on behalf of “key employees” (as defined in Section 11 below). Generally a plan is top-heavy if the account balances of officers and 1% shareholders exceeds 60% of the account balances of all employees. Currently, the Plan is a top-heavy plan. The allocation formula for profit sharing contributions described in Attachment A is designed to satisfy the top-heavy allocation rules.

Procedure For Domestic Relations Orders If the Committee receives written evidence of any judgment under a state’s

domestic relations or community property law relating to the provision of child support, alimony or marital property rights of a spouse, former spouse, child or other dependent of a participant which purports to provide for the payment of all or a portion of the participant’s account balances to or on behalf of one or more of these persons, the Committee will promptly notify the participant and each other person specified in the domestic relations order of its receipt. The Committee will determine whether the order constitutes a “qualified domestic relations order” and will notify, in writing, the participant and each person named in the order of its

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February, 2020 21

determination. If the Committee determines that the order constitutes a qualified domestic relations order, the Plan Administrator will distribute all or any portion of the participant’s account balances in a manner which will comply with the order. Participants and beneficiaries can obtain, without charge, a copy of the procedures followed by the Committee with regard to such domestic relations orders.

SECTION 11 DEFINITIONS

Hour of Service. - An hour for which you are entitled to receive Earnings (including hours for any period during which you receive Earnings without rendering services such as paid holidays, sick leave, vacations, disability leave, layoff, jury duty, or military duty, but not exceeding 501 hours for any one such period). The Hours of Service to be credited to you are determined under uniform rules established by the Committee in accordance with the Department of Labor regulations. If you are an employee designated by the Firm as an exempt employee for purposes of applicable wage/hour laws, then, rather than accounting for the exact number of Hours of Service to be credited to you, you are credited with one hundred and ninety Hours of Service for each calendar month with respect to which you are credited with at least one Hour of Service.

Year of Service. - A 12-consecutive month period beginning on the date you first complete an Hour of Service or any anniversary thereof during which you complete at least 1,000 Hours of Service.

One-Year Break in Service. - A 12-consecutive month period beginning on the date you first complete an Hour of Service or any anniversary thereof during which you do not complete more than 500 Hours of Service.

Earnings. - For any calendar year, the total cash earnings reportable on Form W-2 and paid to you during that year while you are an eligible employee and a participant in the Plan, including bonuses and overtime, plus any 401(k) salary deferral contributions made by you and any Section 125 cafeteria plan or Section 132 transportation plan salary reductions elected by you but excluding any reimbursements or other expense allowances, moving allowances, deferred compensation and welfare and fringe benefits (cash and non-cash). If you terminate employment during the year, Earnings paid to you after your termination of employment are included only if those amounts (i) are paid by the end of that year, and (ii) are payments of regular compensation for services performed during your regular working hours or outside of such working hours, such as overtime, commissions, bonuses and other similar payments, that would have been paid to you if you had continued in employment with the Firm. Any earnings in excess of $200,000, adjusted annually for inflation (i.e., $285,000 for 2020) are not taken into account for any purpose under the Plan.

Highly compensated employee. - You are a highly compensated employee for a calendar year if (i) if at any time during that year or the preceding year you were a 5% owner of the Firm, or (ii) if during the preceding year you had compensation of over $80,000, adjusted periodically for inflation (i.e., $130,000 for 2020), and were in the top-paid 20% of all employees of the Firm.

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February, 2020 22

Key employee. - You are a key employee for a calendar year if (i) you are a 5% owner of the Firm, (ii) you are a 1% owner of the Firm with annual compensation over $150,000, or (ii) you are an officer off the Firm with annual compensation over $130,000 adjusted periodically for inflation (i.e., $185,000 for 2020).

SECTION 12 ERISA RIGHTS

As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). The following is a summary of these rights.

Plan Documents This summary is an outline of the Plan document. You may refer to the official

Plan document for more detailed information. The Firm makes available, for inspection, all documents governing the Plan, and copies of all documents filed by the Plan with the U.S. Department of Labor, including the latest annual report (Form 5500 series) filed with the U.S. Department of Labor and available at the Public Disclosure Room of the Pension and Welfare Benefits Administration. You may examine these documents, without charge, at the Firm’s office at NBC Tower, Suite 3600, 455 City Front Plaza Drive, Chicago, Illinois 60611, during regular business hours. In the event of any conflict between this summary and the official Plan document, the Plan document will control.

If you wish, you may obtain copies of all documents governing the Plan, copies of the latest annual report (Form 5500 series), updated summary plan description, and other Plan information. To do so, you must make a written request with the Committee. You may be charged for the cost of duplicating the documents.

Summary Annual Report and Plan Changes You will receive a summary of the annual financial report of the Plan once each

year, as required by law. These reports are also archived on the Plan’s dedicated website at www.planspecs.com/bgl. You will also be notified of any modifications in the Plan as they are made.

Statement of Accrued Benefits Once a calendar quarter, you will receive a statement showing your account

balances, including any contributions and earnings credited to your account. This statement will be furnished at no charge.

Fiduciaries In addition to creating rights for Plan participants, ERISA imposes obligations

upon the persons who are responsible for the operation of the Plan. These people, called “fiduciaries” of the Plan, have a duty to operate the Plan prudently and in the interest of Plan participants and beneficiaries. The Firm is a fiduciary of the Plan.

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Exercising Your Rights No one, including the Firm or any other person, may discharge an employee or

discriminate against an employee in any way to prevent an employee from obtaining a benefit or exercising his rights under ERISA. If a claim for a benefit is denied in whole or in part, the employee has a right to know why this was done, to obtain copies of the documents relating to the decision without charge, and to appeal any denial, all within certain time schedules must receive a written explanation of the reason for denial. Employees have the right to have the Committee review and reconsider their claims. (See Section 8 above on claims procedure.)

Enforcing Employee Rights Under ERISA, there are steps employees may take to enforce the rights set out in

this summary. For instance, if an employee requests materials from the Plan and does not receive them within 30 days, a suit may be filed in a federal court. In such a case, the court may require the Committee to provide the materials and pay an employee up to $110 a day until the employee receives the materials, unless the materials were not sent because of reasons beyond the control of the Committee. If an employee has a claim for benefits which is denied or ignored, in whole or in part, the employee may file suit in a state or federal court. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in Federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if an employee is discriminated against for asserting his rights, the employee may seek assistance from the U.S. Department of Labor, or file suit in a federal court.

The court will decide who should pay court costs and legal fees. If the employee is successful, the court may order the person sued to pay these costs and fees. If the employee loses, the court may order the employee to pay these costs and fees, for example if it finds the claim is frivolous.

If you have any questions about the Plan, you should contact the Committee. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Firm, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquires, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You also may obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

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January, 2017 A-1

ATTACHMENT A TO SUMMARY PLAN DESCRIPTION

FOR THE JUDICATURE PROFIT SHARING AND 401(K) PLAN

Profit Sharing Contribution Allocation Formula And Example for 2017 and Later Calendar Years

Contribution Allocation Formula

Any Firm profit sharing contribution for 2017 or any later calendar year is allocated among participants eligible for that year to share in the contribution (see the heading “Firm Profit Sharing Contributions” under “Section 4 - Contributions” above) in accordance with the following three-step formula. (The first step is necessary because the Plan is “top-heavy.” All steps apply only to participants who are eligible to share in the contribution for the year.)

Step 1

Each participant who is not a “key employee” (as defined in Section 11 of the Summary Plan Description) receives an allocation in an amount equal to the “applicable percentage” of his or her Earnings (as defined in Section 11 of the Summary Plan Description). The “applicable percentage” is the lower of (i) 3% or (ii) the highest percentage of Earnings for any key employee of all contributions made by, or to be allocated to, that key employee for that year. For purposes of this allocation (and not for any allocation under Step 2 or 3), the Earnings of an employee who becomes a participant during the year are determined by including earnings paid to him or her prior to his or her becoming a participant.

Step 2

If any profit sharing contribution remains after Step 1, each participant who is a key employee receives an allocation in an amount equal to the applicable percentage of his or her Earnings. If the remaining profit sharing contribution is not sufficient for that allocation, then it is allocated among all key employees in proportion to their Earnings.

Step 3

If any profit sharing contribution remains after Steps 1 and 2, it is allocated among all participants in proportion to their Earnings.

Example

The following is a hypothetical example of the application of the Plan’s allocation formula for profit sharing contributions made for a year when the Plan is top-heavy. The example considers four hypothetical employees (of the many), each of whom is eligible to share in profit sharing contributions for the year.

Employee

Annual Earnings

Key Employee?

A $30,000 no B $80,000 no C $120,000 yes D $200,000 yes

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January, 2017 A-2

Step 1 Allocation

Assume that the profit sharing contribution for the year is at least large enough so that some key employee will receive a total allocation of at least 3% of Earnings under Steps 2 and 3. Therefore, under Step 1, Employees who are not key employees receive a Step 1 allocation equal to 3% of Earnings. For Employee A, this would be 3% of $30,000 (which is $900). For Employee B, this would be 3% of $80,000 (which is $2,400).

Step 2 Allocation

Assume that the profit sharing contribution for the year is also at least large enough so that, after Step 1, each participant who is a key employee can receive a Step 2 allocation equal to 3% of his Earnings. For Employee C, this would be 3% of $120,000 (which is $3,600). For Employee D, this would be 3% of $200,000 (which is $6,000).

Step 3 Allocation

Assume that the profit sharing contribution for the year is also at least large enough so that, after Steps 1 and 2, some profit sharing contribution has not yet been allocated. That remaining amount will be allocated among all participants in proportion to their Earnings. Assume that the remaining amount allocated among all participants in proportion to their Earnings provides each participant with an allocation equal to 1½ % of his or her Earnings. Under Step 3, Employee A receives an allocation of 1½ % of $30,000 (which is $450), Employee B receives an allocation of 1½ % of $80,000 (which is $1,200), Employee C receives an allocation of 1½ % of $120,000 (which is $1,800), and Employee D receives an allocation of 1½ % of $200,000 (which is $3,000).

Summary

In this example, because the profit sharing contribution for the year is at least large enough to allocate the maximum amounts under Steps 1 and 2, all participants receive a total allocation equal to the same percentage of Earnings, which is 3% at the end of Step 2, and increased to 4½% at the end of Step 3. The allocations are identified in the summary table below.

As can be seen from the summary table and from the explanation above, if the profit sharing contribution were only large enough to allocate the maximum amounts under Step 1, Employee A would have received a total allocation of 3% of Earnings (i.e., $900 of $30,000), Employee B would have received a total allocation of 3% of Earnings (i.e., $2,400 of $80,000), Employee C would have received a total allocation of 0% of Earnings (i.e., $0 of $120,000), and Employee D would have received a total allocation of 0% of Earnings (i.e., $0 of $200,000).

Allocation Under Employee

Annual Earning

s

Step 1

Step 2

Step 3

Total

Allocation

Total Allocation as

% of Earnings

A 30,000 900 0 450 1,450 4½% B 80,000 2,400 0 1,200 3,600 4½% C 120,000 0 3,600 1,800 5,400 4½% D 200,000 0 6,000 3,000 9,000 4½%

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January, 2017 A-3

The Committee is available to answer any questions you may have concerning this example or the allocation of profit sharing contributions in general.