PAGE | ||||||
ARTICLE I - GENERAL | 1 | |||||
1.1 | Purpose | 1 | ||||
1.2 | Effective Date | 1 | ||||
1.3 | Nature of Plan | 1 | ||||
ARTICLE II - DEFINITIONS | 1 | |||||
2.1 | Definitions | 1 | ||||
ARTICLE III - PARTICIPATION | 3 | |||||
3.1 | Eligibility | 3 | ||||
3.2 | Participation | 4 | ||||
ARTICLE IV - PLAN ACCOUNTS AND CREDITS | 4 | |||||
4.1 | Nature of Plan Accounts | 4 | ||||
4.2 | Contribution Credits | 5 | ||||
4.3 | Income or Loss Adjustment on Plan Accounts | 5 | ||||
ARTICLE V - PAYMENT OF PLAN BENEFITS | 6 | |||||
5.1 | Benefits in the Event of Retirement, Disability or Death | 6 | ||||
5.2 | Benefits Due to Separation from Service | 7 | ||||
5.3 | Beneficiary Designations | 8 | ||||
5.4 | In-Service Withdrawals | 8 | ||||
ARTICLE VI - GROSS MISCONDUCT -- REDUCTION IN PLAN BENEFITS | 8 | |||||
6.1 | Impact of Gross Misconduct | 8 | ||||
ARTICLE VII - ADMINISTRATION | 9 | |||||
7.1 | Administration | 9 | ||||
7.2 | Allocation and Delegation of Duties | 9 | ||||
ARTICLE VIII - CLAIMS AND APPEAL PROCEDURES | 10 | |||||
8.1 | General | 10 | ||||
8.2 | Appeals Procedure | 11 | ||||
ARTILE IX - MISCELLANEOUS PROVISIONS | 11 | |||||
9.1 | Amendment, Suspension or Termination of Plan | 11 | ||||
9.2 | Non-Alienability | 12 | ||||
9.3 | No Employment Rights | 12 | ||||
9.4 | Withholding and Employment Taxes | 12 | ||||
9.5 | Income and Excise Taxes | 12 | ||||
9.6 | Successors and Assigns | 12 | ||||
9.7 | Governing Law | 12 | ||||
9.8 | Recovery of Overpayments | 12 |
1.1 | Purpose. |
1.2 | Effective Date. |
1.3 | Nature of Plan. |
2.1 | Definitions. |
(a) | Account means the bookkeeping account established by the Committee to reflect a Participant’s contribution credits pursuant to Section 4.2, if any, and credited earnings thereon in accordance with Section 4.3. |
(b) | Beneficiary means a person to whom all or a portion of a deceased Participant’s Account is payable, as determined in Section 5.3. |
(c) | Code means the Internal Revenue Code of 1986, as amended. |
(d) | Committee means the Compensation, Nominating and Governance Committee of the Board of Directors of Walmart, or any successor committee of the Board of Directors granted responsibility and authority for recommending associate compensation. |
(e) | Disability means, as determined by the Committee or its delegate, the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. |
(f) | Employer means Walmart and all persons with whom Walmart would be considered a single employer under Code Sections 414(b) and 414(c), except that in applying Code Sections 1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations under Code Section 414(b), the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treas. Regs. Sec. 1.414(c)-2 for purposes of determining a controlled group of trades or businesses under Code Section 414(c), the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Treas. Regs. Sec. 1.414(c)-2. |
(g) | ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time. |
(h) | 401(k) Plan means, collectively, the Walmart 401(k) Plan and the Walmart Puerto Rico 401(k) Plan. |
(i) | A Participant is deemed to have engaged in Gross Misconduct if the Committee or its delegate determines that the Participant has engaged in conduct detrimental to the best interests of Walmart or any Employer or any entity in which Walmart has an ownership interest. Examples of such conduct include, without limitation, disclosure of confidential information in violation of Walmart’s Statement of Ethics, theft, the commission of a felony or a crime involving moral turpitude, gross misconduct or similar serious offenses. |
(j) | Normal Retirement Age shall mean age sixty-five (65). |
(k) | Participant means any eligible individual who becomes a participant of the Plan in accordance with Section 3.2. An individual remains a Participant until the Participant’s Account has been fully distributed. |
(l) | Pay Date means the last day of the calendar month in which falls the date that is six (6) months after a Participant’s Separation from Service. |
(m) | Plan means the Walmart Inc. Supplemental Executive Retirement Plan, as herein set forth, and as may be amended from time to time. |
(n) | PR Code means the Internal Revenue Code of Puerto Rico, as amended from time to time. |
(o) | Retirement means Separation from Service after the Participant attains Normal Retirement Age. |
(p) | Separation from Service means the Participant has a termination of employment with the Employer. Whether a termination of employment has occurred shall be determined based on whether the facts and circumstances indicate the Participant and Employer reasonably anticipate that no further services will be performed by the Participant for the Employer; provided, however, that a Participant shall be deemed to have a termination of employment if the level of services he or she would perform for the Employer after a certain date permanently decreases to no more than twenty percent (20%) of the average level of bona fide services performed for the Employer (whether as an employee or independent contractor) over the immediately preceding thirty-six (36)-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer for less than thirty-six (36) months). For this purpose, a Participant is not treated as having a Separation from Service while he or she is on a military leave, sick leave, or other bona fide leave of absence, if the period of such leave does not exceed six (6) months, or if longer, so long as the Participant has a right to reemployment with the Employer under an applicable statute or by contract. |
(q) | Valuation Date means the last day of each Plan Year quarter and, solely for purposes of valuing a Participant’s Account under Article V, the date specified therein as a Valuation Date. Valuation Date shall also include such other dates as the Committee may designate from time to time. |
(r) | Vested Percentage means the percentage determined as of the Participant’s Separation from Service in accordance with the schedule then effective with respect to Profit Sharing Contributions under the Walmart 401(k) Plan or the Walmart Puerto Rico 401(k) Plan, as applicable, and based on the Participant’s Years of Service with the Employer (as defined herein) as of such date. For this purpose, a Participant’s Vested Percentage shall be one hundred percent (100%) upon his or her Normal Retirement Age, Disability or death if he or she is employed by Walmart or an Employer upon the occurrence of such event. |
(s) | Walmart means Walmart Inc. |
3.1 | Eligibility. |
(a) | 401(k) Plan participants whose allocation of Profit Sharing Contributions to their Profit Sharing Contribution Account in the 401(k) Plan, had Walmart made such contributions for such Plan Year, would have been limited due to the application of Code Section 415 and/or Code Section 401(a)(17), or any like provision of the PR Code; and/or |
(b) | 401(k) Plan participants who have elected to defer salary and/or bonuses under the. Officer Deferred Compensation Plan or successor plan (and expressly excluding any 401(k) Plan participant who has been credited with incentive payments under the Walmart Inc. Officer Deferred Compensation Plan or successor plan, but who have not made a voluntary election to defer salary or bonuses under such Plan). |
3.2 | Participation. |
(a) | January 31, 1990; or |
(b) | January 31 of the Plan Year in which the individual satisfies the requirements of Section 3.1; |
4.1 | Nature of Plan Accounts. |
4.2 | Contribution Credits. |
(a) | For the Plan Year ending January 31, 2012, Walmart shall credit as of the last day of such Plan Year to each Participant’s Account: |
(1) | the amount of Profit Sharing Contributions which would have been (but were not) allocated to such Participant’s Profit Sharing Contribution Account in the 401(k) Plan for such Plan Year had such contributions not been limited by application of Code Section 415 and/or Code Section 401(a)(17), or like Sections (if any) of the PR Code, calculated as if Walmart had made a four percent (4%) Profit Sharing Contribution to the 401(k) Plan for such Plan Year; |
(2) | with respect to Participants who during the Plan Year elected to defer salary and/or bonuses under the Walmart Inc. Officer Deferred Compensation Plan or successor plan, the amount of Profit Sharing Contributions which would have been (but were not) allocated to such Participant’s Profit Sharing Contribution Account in the 401(k) Plan for the Plan Year but for such Participant’s deferral election in the Walmart Inc. Officer Deferred Compensation Plan or successor plan, calculated as if Walmart had made a four percent (4%) Profit Sharing Contribution to the 401(k) Plan for such Plan Year; and |
(3) | an amount determined in the sole discretion of the Committee, which may differ among Participants or categories of Participants designated by the Committee. |
(b) | For the Plan Year ending January 31, 2013, Walmart shall credit as of the last day of such Plan Year to the Account of each Participant who receives a bonus under the Walmart Inc. Management Incentive Plan for the fiscal year ending January 31, 2013 and who would have been entitled to receive a Profit Sharing Contribution in the 401(k) Plan for such year had one been made, an amount equal to four percent (4%) of such bonus to the extent such bonus when added to the Participant’s Compensation for such Plan Year exceeds the Code Section 401(a)(17) or like Section (if any) of the PR Code. |
(c) | No contribution credits shall be made to any Participant’s Account under this Section 4.2 with respect to any Plan Year beginning on or after February 1, 2013. |
4.3 | Income or Loss Adjustment on Plan Accounts. |
(a) | for the Plan Year ending on January 31, 2012, based on the overall rate of return on the Participant’s accounts in the 401(k) Plan since the preceding Valuation Date or, if the Participant did not have any accounts in the 401(k) Plan for any portion of the period since the preceding Valuation Date, based on the rate of return of the default investment option as in effect under the 401(k) Plan since the preceding Valuation Date; and |
(b) | for Plan Years beginning on or after February 1, 2012, by the equivalent of the yield on United States Treasury securities (not indexed for inflation) with a constant maturity of ten (10) years, as of the the first Business Day of January preceding such Plan Year, plus two-hundred seventy (270) basis points. This rate shall be determined on the basis of Federal Reserve Statistical Release H-15 (or any successor statistical release of the Federal Reserve) and, if there is no such statistical release, on the basis of such other generally recognized source of information concerning the market for United States Treasury securities as the Committee selects. |
5.1 | Benefits in the Event of Retirement, Disability or Death. |
(a) | Upon a Participant’s Separation from Service due to Retirement or Disability, the Participant’s Account shall be distributed to the Participant in a lump sum cash payment during the ninety (90)-day period commencing on the Participant’s Pay Date. The lump sum amount distributed shall equal: |
(1) | if the Participant’s Separation from Service occurs on or before January 31, 2012, the sum of: |
(i) | the value of the Participant’s Account as of the Participant’s Separation from Service, valued in accordance with Section 4.3, but using such date as the last Valuation Date, and |
(ii) | interest on the amount determined in subsection (i) above at the mid-term applicable federal rate (defined pursuant to Code Section 1274(d) for January 1 of the calendar year, compounded annually) during the period from the Participant’s Separation from Service through the date of distribution; or |
(2) | if the Participant’s Separation from Service occurs on or after February 1, 2012, the value of the Participant’s Account through the date of distribution, valued in accordance with Section 4.3, but using such date as the last Valuation Date. |
(b) | Upon a Participant’s death (whether before or after the Participant’s Separation from Service), the Participant’s Account shall be distributed to the Participant’s Beneficiary in a lump sum cash payment during the ninety (90)-day period following the last day of the calendar month in which such death occurs. |
(1) | If the Participant’s death occurs prior to his or her Separation from Service, the lump sum amount distributed shall be: |
(i) | if the Participant’s death occurs on or before January 31, 2012, the sum of: (i) the value of the Participant’s Account as of the date of the Participant’s death, valued in accordance with Section 4.3, but using the date of the Participant’s death as the last Valuation Date, and (2) interest on the amount determined in (1) above at the mid-term applicable federal rate (defined pursuant to Code Section 1274(d) for January 1 of the calendar year, compounded annually) during the period from the Participant’s death through the date of distribution. |
(ii) | if the Participant’s death occurs on or after February 1, 2012, the lump sum amount distributed shall be the value of the Participant’s Account through the date of distribution, valued in accordance with Section 4.3, but using such date as the last Valuation Date. |
(2) | If the Participant’s death occurs after his or her Separation from Service, the lump sum amount distributed shall be: |
(i) | if the Participant’s Separation from Service occurs on or before January 31, 2012, the sum of: (i) the value of the Participant’s Account as of the Participant’s death, valued in accordance with Section 5.1(a) or 5.2, as applicable, but using such date as the last Valuation Date, and (ii) interest on the amount determined in (i) above at the mid-term applicable federal rate (defined pursuant to Code Section 1274(d) for January 1 of the calendar year, compounded annually) during the period from the date of the Participant’s death through the date of distribution. |
(ii) | if the Participant’s Separation from Service occurs on or after February 1, 2012, the value of the Participant’s Account as of the date of distribution, valued in accordance with Section 4.3, but using such date as the last Valuation Date. |
5.2 | Benefits Due to Separation from Service. |
(a) | if the Participant’s Separation from Service occurs on or before January 31, 2012, the sum of: |
(1) | the value of the Participant’s Account as of the Participant’s Separation from Service, valued in accordance with Section 4.3, but using such date |
(2) | interest on the amount determined in subsection (1) above at the mid-term applicable federal rate (defined pursuant to Code Section 1274(d) for January 1 of the calendar year, compounded annually) during the period from the Participant’s Separation from Service through the date of distribution; or |
(b) | if the Participant’s Separation from Service occurs on or after February 1, 2012, the value of the Participant’s Account through the date of distribution, valued in accordance with Section 4.3, but using such date as the last Valuation Date, multiplied by the Participant’s Vested Percentage. |
5.3 | Beneficiary Designations. |
5.4 | In-Service Withdrawals. |
6.1 | Impact of Gross Misconduct. |
7.1 | Administration. |
(a) | The Committee shall have the exclusive duty, authority and discretion to interpret and construe the provisions of the Plan, to determine eligibility for and the amount (including the vested percentage) of any benefit payable under the Plan, and to decide any dispute which may rise regarding the rights of Participants (or their Beneficiaries) under this Plan; |
(b) | The Committee shall have the sole and complete authority to adopt, alter, and repeal such administrative rules, regulations, and practices governing the operation of the Plan as it shall from time to time deem advisable; |
(c) | The Committee may appoint a person or persons to assist the Committee in the day-to-day administration of the Plan; |
(d) | The decision of the Committee in matters pertaining to this Plan shall be final, binding, and conclusive upon Walmart and any Employer, and the Participant, such Participant’s Beneficiary, and upon any person affected by such decision, subject to the claims procedure set forth in Article VIII; and |
(e) | In any matter relating solely to a Committee member’s individual rights or benefits under this Plan, such Committee member shall not participate in any Committee proceeding pertaining to, or vote on, such matter. |
7.2 | Allocation and Delegation of Duties. |
(a) | The Committee shall have the authority to allocate, from time to time, by instrument in writing filed in its records, all or any part of its respective responsibilities under the Plan to one or more of its members as may be deemed advisable, and in the same manner to revoke such allocation of responsibilities. In the exercise of such allocated responsibilities, any action of the member to whom responsibilities are allocated shall have the same force and effect for all |
(b) | The Committee shall have the authority to delegate, from time to time, by written instrument filed in its records, all or any part of its responsibilities under the Plan to such person or persons as the Committee may deem advisable (and may authorize such person to delegate such responsibilities to such other person or persons as the Committee shall authorize) and in the same manner to revoke any such delegation of responsibility. Any action of the delegate in the exercise of such delegated responsibilities shall have the same force and effect for all purposes hereunder as if such action had been taken by the Committee. The Committee shall not be liable for any acts or omissions of any such delegate. The delegate shall periodically report to the Committee concerning the discharge of the delegated responsibilities. |
8.1 | General. |
(a) | the specific reason or reasons for the denial; |
(b) | specific reference to the pertinent Plan provision upon which the denial is based; |
(c) | a description of any additional material or information necessary for the claimant to perfect the claim; and |
(d) | an explanation of the Plan’s appeals procedure. |
8.2 | Appeals Procedure. |
(a) | may request a review by written application to the Committee not later than sixty (60) days (or one-hundred eighty (180) days in the case of a claim involving a Disability determination) after receipt by the claimant of the written notification of denial of a claim; |
(b) | may review pertinent documents; and |
(c) | may submit issues and comments in writing. |
9.1 | Amendment, Suspension or Termination of Plan. |
9.2 | Non-Alienability. |
9.3 | No Employment Rights. |
9.4 | Withholding and Employment Taxes. |
9.5 | Income and Excise Taxes. |
9.6 | Successors and Assigns. |
9.7 | Governing Law. |
9.8 | Recovery of Overpayments. |