ATA_Retirement_Plan_Restatement.pdf

AEROSPACE TESTING ALLIANCE

RETIREMENT PLAN

As amended and restated, effective January 1, 2013 i

AEROSPACE TESTING ALLIANCE

RETIREMENT PLAN

TABLE OF CONTENTS

PART A: GENERAL

1.0 INTRODUCTION

1.1 Origin Of The Plan

1.2 Named Plan Fiduciaries

1.3 Tax-Qualified Status of Plan

2.0 DEFINITIONS AND CONSTRUCTION

2.1 Accrued Benefit

2.2 ACS Plan

2.3 Actuarial Equivalent Or Actuarially Equivalent.. 4

2.4 Administration Committee

2.5 AEDC

2.6 Affiliate

2.7 Anniversary Date

2.8 Annuity Starting Date

2.9 Associated Plan

2.10 ATA

2.11 Average Basic Compensation

2.12 Basic Compensation

2.13 Beneficiary

2.14 Board Of Managers

2.15 Benefit Suspended Employment

2.16 Break In Service

2.17 Contingent Annuitant

2.18 Contractor

2.19 Day Of Employment

2.20 Deferred Retirement Date

2.21 Early Retirement Date

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2.22 Effective Date

2.23 Employee

2.24 Employer

2.25 Employment Year

2.26 ERISA

2.27 Interest

2.28 Internal Revenue Code or Code

2.29 Leave Of Absence

2.30 Modified Full-Time Employee

2.31 Normal Retirement Date

2.32 Part-Time Employee

2.33 Participant

2.34 Participating Employer

2.35 Plan

2.36 Plan II

2.37 Plan Year

2.38 Post-Freeze Employee

2.39 Prior Plan

2.40 Reduction In Force

2.41 Regular Employee; Regular Wage Employee

2.42 Retirement Benefits Officer

2.43 Spouse

2.44 Subcontractor

2.45 SvT Plan I

2.46 Termination Date

2.47 Trust

2.48 Trustee

2.49 Trust Fund

2.50 Wage Continuation Plan

2.51 Wage Employee

2.52 Years Of Participation

2.53 Years Of Service

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2.54 Construction

2.55 Inclusive Terms

2.56 State Law

2.57 ERISA Terms

PART B: BENEFITS

3.0 BASIC COMPENSATION

3.1 Compensation Included

3.2 Annual Salary Rate

3.3 Special Rule On Certain Changes Of Employment.. 28

4.0 COMMENCEMENT OF PARTICIPATION

4.1 Participants On Effective Date

4.2 New Participants

4.3 Change Of Employment Or Job

4.4 Enrollment

4.5 Future Enrollment

4.6 Refusal To Participate

4.7 Transfer From Part-Time Employee To Regular

Employee

4.8 Special Rules Relating To Veterans Reemployment

Rights Under USERRA

4.9 Special 2011 Election Period

4.10 Special 2012 Election Period

5.0 SERVICE AND PARTICIPATION

5.1 Years Of Service

5.2 Years Of Participation

5.3 Reemployment

5.4 Revocation Of Authorization Of Payroll Deductions

5.5 Military Leaves

5.6 Return From Absences

5.7 Service Following Change Of Employment

6.0 BASIC BENEFIT FORMULA

6.1 Participants After December 31, 1980

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6.2 Participants On Or Before December 30, 1973

6.3 Maximum Annual Benefit Limitation And Maximum

Annual Additions Limitations

6.4 Social Security

6.5 Basic Annuity Form

6.6 Funding-Based Limits on Benefits and Benefit

Accruals

7.0 NORMAL RETIREMENT

7.1 Normal Retirement Date

7.2 Normal Retirement Income

8.0 EARLY RETIREMENT

8.1 Early Retirement Date

8.2 Early Retirement Income

8.3 Voluntary Special Early Retirement Program

9.0 DEFERRED RETIREMENT

9.1 Deferred Retirement Date

9.2 Deferred Retirement Income

9.3 Option To Freeze Benefits At Normal Retirement

Date

9.4 Suspension of Benefits

10.0 TOTAL AND PERMANENT DISABILITY

10.1 Benefits Provided

10.2 Permanent Disability

11.0 DEATH BENEFITS

11.1 Amount Of Death Benefit For Employees

11.2 Amount of Death Benefit For Former SvT Plan

Employees Who Retired Or Terminated from Sverdrup Technology, Inc. Priot To January 1, 1989

11.3 Amount of Death Benefit for Participants Eligible

for the VERO

11.4 Applicable Provisions

12.0 TERMINATION OF EMPLOYMENT

12.1 Nonvested Termination

12.2 Vested Termination

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12.3 Change Of Employment

12.4 Normal Form Of Payment

12.5 Optional Forms Of Payment

12.6 Withdrawal Of Participant’s Contributions

12.7 Transfer To Associated Or Some Other Plan

13.0 NORMAL & OPTIONAL FORMS OF PAYMENT OF RETIREMENT

INCOME

13.1 Normal Form Of Payment

13.2 Waiver Of Normal Form And Election Of Optional

Form Of Payment

13.3 Optional Forms Of Payment

13.4 Limitations On Optional Forms

13.5 When Payment Of Benefits Must Begin

13.6 Claim For Benefits

13.7 Required Minimum Distributions

13.8 Deemed Cashouts

13.9 Model Language For Direct Rollover Of Eligible

Rollover Distributions

14.0 EARLY RETIREMENT SUPPLEMENT

14.1 Eligibility For Benefit

14.2 Amount Of Benefit

14.3 Method Of Payment

PART C: OPERATION AND ADMINISTRATION

15.0 CONTRIBUTIONS BY EMPLOYER AND TRANSFERS FROM OTHER

TRUSTS

15.1 Employer’s Obligation

15.2 Use Of An Actuary

15.3 Determination Of Tax Deductible Limits

15.4 Discontinuance Of Contributions

15.5 Transfers From Other Trusts

16.0 PARTICIPANT CONTRIBUTIONS

16.1 Amount Of Contributions

16.2 Withdrawal Of Contributions

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16.3 Contributions During Absences

16.4 Interest

16.4 Limitation on Participant Contributions

17.0 ADMINISTRATION OF THE PLAN

17.1 Appointment Of Committee

17.2 Organization Of Committee

17.3 Powers Of Committee

17.4 Committee Meetings

17.5 Records

17.6 Claims Procedure

17.7 Liability Of Administration Committee

17.8 Retirement Benefits Officer

17.9 Employer Action

17.10 Expenses

17.11 Claims and Issues

17.12 Correction of Errors

18.0 PLAN ASSETS HELD IN TRUST

18.1 The Trustee

18.2 The Trust

19.0 AMENDMENT OF THE PLAN

19.1 Amendment Of The Plan And Trust

19.2 Termination

19.3 Effect Of Termination

19.4 Apportionment Of Fund On Termination Or

Withdrawal

19.5 Concerning The Trust Fund On Termination

20.0 SUCCESSION AND MERGER

20.1 Corporate Succession

20.2 Protection Of Benefits In The Event Of Merger Of

The Plan With Another Plan

21.0 LIMITATIONS ON BENEFITS

22.0 MISCELLANEOUS PROVISIONS

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22.1 Conditions Precedent; Return Of Contributions

Under Certain Circumstances

22.2 No Assignment Of Benefits

22.3 No Implied Rights To Employment

22.4 Payment Of Benefits

22.5 Lost Distributees

22.6 Address

22.7 Restrictions On Benefits For Highly Compensated

Employees

23.0 SPECIAL RULES FOR YEARS WHEN PLAN IS TOP-HEAVY

APPENDIX A

A.01 Definitions

A.02 Adjustments to Maximum Annual Benefit Limitation... 120

APPENDIX B

B.01 General Definition

B.02 Top-Heavy Definition

B.03 Provisions Applicable When The Plan Is Top-Heavy... 125

B.04 Coordination of Top-Heavy Benefits

Appendix C

C.01 Restrictions

C.02 Limitation on Restrictions

APPENDIX D

D.01 General Provisions

D.02 Time and Manner of Distribution

D.03 Determination of Amount to be Distributed Each Year 133

D.04 Requirements For Annuity Distributions That Commence During Participant's Lifetime

D.05 Requirements For Minimum Distributions Where Participant Dies Before Date Distributions Begin... 135

D.06 Definitions

APPENDIX E

PART A: GENERAL

ARTICLE 1 INTRODUCTION

1.1 Origin Of The Plan. On December 27, 1951, ARO, Inc.

(the name under which Sverdrup Technology, Inc. was then operating) adopted the ARO, Inc. Employees’ Retirement Benefit Plan to provide retirement and other benefits for eligible Employees who chose to participate in the Plan. The Plan assets, contributions of ARO, Inc. and of Plan Participants, and the earnings thereon, were held in Trust from the inception of the Plan. The history of the Plan prior to October 1, 2003 is set forth in more detail in the Sverdrup Technology, Inc. Retirement Plan I, amended and restated as of January 1, 2001 (which is the legal predecessor to the current version of the Plan and which, to the extent necessary or appropriate, is referred to herein as the “SvT Plan”). The Plan and related Trust are designed to be a “qualified” plan under Section 401(a) of the Internal Revenue Code, as amended. To that end, the SvT Plan received a favorable determination letter from the Internal Revenue Service dated August 4, 2003 relating to the required “GUST Amendments.”

On September 30, 2003, Aerospace Testing Alliance

(sometimes “ATA”), a joint venture partnership under the laws of the State of Tennessee (described herein as the “Employer”) became the sponsor of the SvT Plan.

The members of ATA are Sverdrup Technology, Inc., d/b/a Jacobs Sverdrup (“SvT”), Computer Sciences Corporation (“CSC”), and General Physics Corporation

(“GPC”).

Prior to October 1, 2003, CSC and GPC were the members of a joint venture partnership known as Aerospace Center Support (“ACS”), the employees of which participated in a tax deferred (multiple employer) defined benefit plan known as the “AEDC Contractors’ Retirement Plan--ACS” (the “ACS Plan”). The ACS Plan provided for the participation of both collectively-bargained and non-collectively-bargained employees providing services at the Arnold Engineering Development Center, Tennessee (“AEDC”) who met the eligibility and participation requirements. The ACS Plan had been amended from time to time to satisfy Internal Revenue Service and ERISA requirements and at the time of the merger as described herein satisfied all such requirements for classification as a “qualified plan” under Section 401(a) of the Code.

Prior to October 1, 2003, SvT employees employed at AEDC participated in the SvT Plan.

Effective October 1, 2003, substantially all of the ACS employees at AEDC (the “ACS Participants”) were transferred to and became employees of ATA. At the same time, substantially all of the SvT employees at AEDC also were transferred to and became employees of ATA (the “SvT Participants”).

In order to provide for a continuation of the right to participate in a defined benefit plan, the following actions were taken:

(a) ATA assumed and adopted sponsorship of each of the SvT Plan and the ACS Plan (as of 11:59 p.m.

on September 30, 2003);

(b) ATA caused the change in name of the SvT Plan to the Aerospace Testing Alliance Retirement Plan;

(c) ATA, as sponsor of the ACS Plan, caused the merger of the same into the Plan (as of the last minute in time on September 30, 2003) with the Plan as the survivor.

As a result of these actions, the SvT Participants and the ACS Participants will participate in the Plan, along with any new employees hired by ATA (along with any employees employed by a Participating Employer).

Any rights and benefits of these participants will be governed exclusively by the terms of the Plan, effective as of October 1, 2003.

The Plan was subsequently amended and restated effective as of January 1, 2013, to reflect interim and discretionary amendments adopted since the prior restatement.

1.2 Named Plan Fiduciaries. The authority to control and

manage the operation and administration of this Plan, and the investment of its funds, is vested in the Plan’s named fiduciaries. The Plan’s named fiduciaries are the Administration Committee and the Trustee. The Plan’s Administration Committee shall have the authority and responsibility to administer the Plan, with the right to appoint other parties to exercise such responsibility. The Trustee shall have the exclusive authority and discretion to invest, manage and control the investment of the assets of the Trust by which the Plan is funded, subject to and in accordance with the provisions hereof and of the separate Trust Agreement. The rights and responsibilities of each named fiduciary shall be exercised severally and not jointly, but any party may serve in more than one fiduciary capacity with respect to the Plan.

1.3 Tax-Qualified Status of Plan. It is intended that this

Plan be maintained as a plan qualified under section 401(a) of the Internal Revenue Code.

ARTICLE 2 DEFINITIONS AND CONSTRUCTION

Definitions. The following words and phrases when used in the Plan shall have the following meanings, unless a different meaning is plainly required by the context:

2.1 Accrued Benefit Shall mean the portion of a

Participant’s annual retirement income which he has accrued at any particular date, which shall be determined pursuant to Article 6, but where both Average Basic Compensation and Years of Participation are determined as of the date of such calculation.

Such Accrued Benefit is the annual benefit commencing on the Participant’s Normal Retirement Date and is payable in the Basic Annuity Form provided for in Section 6.5.

2.2 ACS Plan shall mean the AEDC Contractors Retirement

Plan - ACS.

2.3 Actuarial Equivalent or Actuarially Equivalent shall

mean a benefit of equivalent value to the benefit which otherwise would have been provided, determined on the basis of appropriate actuarial assumptions and methods which are adopted by the Administration Committee. For purposes of this Section, the following terms will have the following meanings:

“Applicable Interest Rate” means, for lump sum payments made on or after October 1, 2008, the annual rates of interest described in Section 417(e)(3)(C) of the Code for the Lookback Month.

“Applicable Mortality Table” means the mortality table set forth in IRS Revenue Ruling 2007-67 for lump sum payments made on or after October 1, 2008 and before January 1, 2009, and the mortality table set forth in IRS Notice 2008-85 for lump sum payments made on or after January 1, 2009 and prior to January 1, 2014.

“Ceiling Rate” means 8.75%.

“Floor Rate” means 5.75%.

“Lookback Month” means the first full calendar month preceding the calendar month that contains the Annuity Starting Date.

For Lump Sums:

If the Participant is not eligible for Early Retirement, Normal Retirement, or Deferred Retirement Benefits at the time of payment, the Actuarial Equivalent lump sum shall be determined using the Applicable Mortality Table and whichever of the following annuity factors produces the largest lump sum:

(a) the deferred annuity factor using the Applicable

Interest Rate and the annual benefit at Normal Retirement Date;

(b) the deferred annuity factor using the Ceiling

Rate and the annual benefit at Normal Retirement Date; or

(c) the immediate annuity factor using the Applicable

Interest Rate and the annual benefit determined as of January 1, 2002 (calculated in accordance with either the SvT Plan or ACS Plan) reduced for early commencement in accordance with Section 8.2.

If the Participant is eligible for Early Retirement, Normal Retirement, or Deferred Retirement Benefits at the time of payment, the Actuarial Equivalent lump sum shall be determined using the Applicable Mortality Table and whichever of the following annuity factors produces the largest lump sum:

(a) whichever of the following produces the smaller lump sum:

(i) the immediate annuity factor using the Applicable Interest Rate and the annual benefit at Normal Retirement Date, reduced for early commencement in accordance with Section 8.2; or

(ii) the immediate annuity factor using the Floor

Rate and the annual benefit at Normal Retirement Date, reduced for early commencement in accordance with Section 8.2;

(b) the immediate annuity factor using the Ceiling

Rate and the annual benefit at Normal Retirement Date, reduced for early commencement in accordance with Section 8.2;

(c) the deferred annuity factor using the Applicable

Interest Rate and the annual benefit at Normal Retirement Date; or

(d) the immediate annuity factor using the Applicable

Interest Rate and the annual benefit determined as of January 1, 2002 (calculated in accordance with either the SvT Plan or ACS Plan) reduced for early commencement in accordance with Section 8.2.

For Other Optional Forms of Payment:

Actuarial Equivalent values shall be determined using an interest assumption of 7% and the UP-1984 Mortality Table; provided, however, that if a married Participant’s lump sum benefit is calculated using the Ceiling Rate, the Actuarial Equivalent qualified joint and survivor annuity payable to the Participant pursuant to Section 13.1(a) shall not be less than the amount determined using the same actuarial factors which would be used to convert the Participant’s payment to a lump sum, payable as of the same Annuity Starting Date.

The 7% interest rate and the UP-1984 Mortality Table also shall apply for purposes of determining the actuarially increased benefit pursuant to Section 9.3.

2.4 Administration Committee shall mean those individuals

selected pursuant to Article 17 to control, manage, and administer the Plan.

2.5 AEDC shall mean the Arnold Engineering Development

Center, Tennessee.

2.6 Affiliate shall mean with respect to any Participating

Employer any trade or business under common control (as defined in Section 414(c) of the Internal Revenue Code) with such Participating Employer, or a member of an affiliated service group (as defined in Section 414(m) of the Internal Revenue Code) which includes the Participating Employer, and any other entity required to be aggregated with the Participating Employer pursuant to regulations under Section 414(o) of the Code. Notwithstanding the foregoing, for the purposes of Section 6.3, the definition in Section 414(c) of the Internal Revenue Code shall be modified as provided in Section 415(h) of the Code.

2.7 Anniversary Date shall mean October 1 of each year.

2.8 Annuity Starting Date shall mean the first day of the

first period for which an amount is received as an annuity (whether by reason of retirement or disability) or in the case of a benefit not payable in the form of an annuity, the first day on which all events have occurred which entitle the Participant to such benefit.

For a terminated vested Participant described in

Section 12.2 who elects to receive benefits in a form other than an annuity, the “first day on which all events have occurred which entitle the Participant to such benefit” shall refer to the last day of the month in which the Participant submits a valid application to retire. For all other Participants who elect to receive benefits in a form other than an annuity, this phrase shall refer to the last day of the month in which the Participant terminates employment. The commencement of benefits, including all notices, elections, and other terms and conditions, shall be subject to the rules set forth by the Administration Committee.

2.9 Associated Plan shall mean any other defined benefit

pension plan maintained by a Contractor or Subcontractor of AEDC, which has provisions concerning service, vesting and benefits similar (though not necessarily identical) to the corresponding provisions of this Plan and which has been found to be an Associated Plan by separate determinations of its plan administrator and the Administration Committee of this Plan.

2.10 ATA shall mean shall mean Aerospace Testing Alliance, a joint venture partnership.

2.11 Average Basic Compensation shall mean the annual

average of the Basic Compensation of a Participant during the three (3) Plan Years when such Basic Compensation is the highest. In the event of a termination of employment, the Basic Compensation of a Participant for that Plan Year shall be considered in determining his Average Basic Compensation. Except as provided in Section 3.3, in determining the Average Basic Compensation of a person whose Years of Service and Years of Participation were determined, directly or indirectly, under the SvT Plan or the ACS Plan, the Basic Compensation paid the person during previous Plan Years while the person was eligible for coverage under either the SvT Plan or the ACS Plan shall be taken into account.

2.12 Basic Compensation shall mean the annual compensation

of a Participant by a Participating Employer, determined for all purposes of this Plan according to the provisions of Article 3, subject to the following limitations:

(a) Any reference in this Plan to the limitation under Section 401(a)(17) of the Code shall mean the Omnibus Budget Reconciliation Act of 1993 (“OBRA 93”) annual compensation limit set forth in this provision.

(b) The OBRA 93 annual compensation limit is

$150,000, as adjusted by the Commissioner of the Internal Revenue Service for increases in the cost of living in accordance with Section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined (determination period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the OBRA 93 annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12.

(c) If compensation for any prior determination period is taken into account in determining an employee’s benefits accruing in the current plan year, the compensation for that prior determination period is subject to the OBRA 93 annual compensation limit in effect for that prior determination period. For this purpose, for determination periods beginning before the first day of the first plan year beginning on or after January 1, 1994, the OBRA 93 annual compensation is $150,000.

(d) Effective for the first day of the first Plan

Year beginning after December 31, 2001, in no event shall the Compensation of a Participant taken into account under the Plan for any Plan Year exceed $200,000, or such greater amount provided pursuant to Section 401(a)(17) of the Internal Revenue Code.

2.13 Beneficiary shall mean any party (including a trust or

estate) designated in writing by the Participant (which designation may be changed from time to time) to receive benefits under this Plan payable upon the death of the Participant, or such other person as may be deemed to be a Beneficiary under Section 11.4. If no such designation is in effect at the time of the death of the Participant, or if no person so designated shall survive the Participant, the Beneficiary shall be his Spouse, or if the deceased Participant has no surviving Spouse, his estate.

2.14 Board Of Managers shall mean the Management Board of

ATA.

2.15 Benefit Suspended Employment shall mean employment

with a Participating Employer or an Affiliate subsequent to the time payment of retirement benefits would have commenced under any provision of this Plan if the Participant had not continued employment;

provided, however, that employment shall only constitute Benefit Suspended Employment if, during any calendar month (or during any four or five week payroll period ending in a calendar month), the Employee completes forty (40) or more Hours of Service. Hours of Service for purposes hereof shall not include Hours of Service derived from back pay.

If the Plan has not determined for any purpose or used the actual number of Hours of Service which would be required to be credited to the Employee under Department of Labor (“DOL”) Regulations Section 2530.200b-(2)(a), Benefit Suspended Employment shall mean the payment to the Employee for any Hours of Service performed on each of eight (8) or more days in a calendar month (or during any four or five week payroll period ending in a calendar month).

2.16 Break In Service.

(a) Regular Employees (for all purposes) and Part-

Time Employees (for eligibility and vesting purposes). A Break In Service for all Employees for eligibility and vesting purposes and for benefit accrual purposes for Regular Employees shall be determined according to the elapsed time method set forth under DOL Regulations Section 2530.200b-9. Under that method, a Break In Service means a Period of Severance of at least twelve (12) consecutive months. A Break In Service shall be deemed to commence on the first day of the Period of Severance and shall be deemed to end on the day in which the Employee again performs an Hour of Service for a Participating Employer. A “Period of Severance” means a continuous period of time during which an Employee is not employed by a Participating Employer. Such a period (the “Severance from Service Date” shall begin on the earlier of: (i) the day on which the Employee quits, retires, is discharged, or dies; or (ii) the first anniversary of the date on which the Employee separates from service with a Participating Employer for any reason other than the reasons set forth in clause (i) above, such as vacation, holiday, sickness, disability, leave of absence, or layoff. A Period of Severance shall end on the date on which an Employee again performs an Hour of Service for a Participating Employer. A Period of Severance of a 12-consecutive-month period shall be a “1-Year Period of Severance.”

Solely for purposes of determining whether a Break In Service has occurred, in the case of an Employee who is absent from work beyond the first anniversary of the beginning of a Period of Severance and the absence is for maternity or paternity leave reasons, the date the Employee incurs a Break In Service shall be the second anniversary of the beginning of the Employee’s Period of Severance. The period between the first and second anniversary of the beginning of the Period of Severance will not constitute Service. For purposes of this Section, an absence from work for maternity or paternity reasons means an absence (1) by reason of pregnancy of the individual, (2) by reason of the birth of a child of the individual, (3) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, and (4) for purposes of caring for such child for a period beginning immediately following such birth or placement. The Committee shall have the right to require such timely information from a Participant as it deems necessary to establish (i) that the absence is for reasons referred to in this paragraph and

(ii) the number of days for which there was such an absence. If a Participant does not comply with any such request, the rules of this paragraph shall not apply to the absence.

(b) Part-Time Employees (for benefit accrual purposes). A Break In Service for Part-Time Employees for benefit accrual purposes shall be determined according to the Hour of Service method set forth under DOL Regulations Section 2530.200b-2. Under that method a Break In Service means a 12-consecutive month period during which an Employee completes fewer than 501 Hours of Service. For purposes of this subsection:

(i) A Break In Service shall not be deemed to have occurred if:

(A) the employment of a terminated Employee is resumed prior to the expiration of the eligibility computation period in which he accumulates fewer than 501 Hours of Service;

(B) the Employee is absent with the prior consent of the Participating Employer for a period not exceeding 12 months (which consent shall be granted under uniform rules applied to all Employees on a nondiscriminatory basis) and he returns to active employment with the Participating Employer upon the expiration of the period of authorized absence;

(C) he leaves a Participating Employer to serve in the armed forces of the United States for a period during which his reemployment rights are guaranteed by law and he returns or offers to return to work for a Participating Employer prior to the expiration of his reemployment rights; or

(D) the Employee is absent on an approved leave of absence granted to the Employee on or after August 5, 1993 pursuant to the Family and Medical Leave Act, if the Employee returns to work for a Participating Employer at the end of such leave of absence.

(ii) An Employee who is absent from work with the

Participating Employer because of (A) the Employee’s pregnancy, (B) the birth of the Employee’s child, (C) the placement of a child with the Employee in connection with the Employee’s adoption of the child, or (D) caring for such child immediately following such birth or placement shall receive credit, solely for purposes of determining whether a Break in Service has occurred under this Section, for the Hours of Service described in subsection (iii) of this Section; provided that the total number of hours credited as Hours of Service under this subsection shall not exceed 501 Hours of Service.

(iii)In the event of an Employee’s absence from work for any of the reasons set forth in subsection (ii) of this Section, the Hours of Service that the Employee will be credited with under subsection (ii) are (A) the Hours of Service that otherwise would normally have been credited to the Employee but for such absence, or (B) eight Hours of Service per day of such absence if the Administration Committee is unable to determine the Hours of Service described in clause (A).

(iv) An Employee who is absent from work for any of the reasons set forth in subsection (ii) of this Section shall be credited with Hours of Service under subsection (iii)(A) only in the Employment Year in which the absence begins, if the Employee would be prevented from incurring a Break in Service in that Year solely because the period of absence is treated as credited Hours of Service, as provided in subsections (ii) and (iii), or

(B) in any other case, in the immediately following Employment Year.

(v) No credit for Hours of Service will be given pursuant to subsections (ii), (iii), and

(iv) of this Section unless the Employee furnishes to the Committee such timely information that the Committee may reasonably require to establish (A) that the absence from work is for one of the reasons specified in subsection (ii) and (B) the number of days for which there was such an absence. No credit for Hours of Service will be given pursuant to subsections (ii), (iii), and (iv) for any purpose of the Plan other than the determination of whether an Employee has incurred a Break In Service pursuant to this Section.

2.17 Contingent Annuitant shall mean the person designated

by a Participant to receive lifetime monthly benefits after the Participant’s death, in accordance with the optional form of benefit provided for in subparagraph

(a) of Section 13.3.

2.18 Contractor shall mean any corporation (but not an

unincorporated enterprise) engaged by direct contract with the United States Air Force to provide services to the Arnold Engineering Development Center. The term does not mean or include a Subcontractor.

2.19 Day Of Employment shall mean for all Employees each

calendar day including Saturdays, Sundays, holidays, vacations, sick leave, and any periods of absence (whether paid or unpaid) to the extent included under Article 5, and periods of total and permanent disability as defined in Article 10 for which a Participant receives a disability benefit under Section 10.1 but limited in the case of any Employee who was not a Wage Employee under the SvT Plan to three (3) months for each Year of Participation (at the time of total and permanent disability) up to a maximum of thirty-six (36) months. Days of Employment shall begin to accrue on the date an individual is first hired as an Employee (the employment commencement date) and shall cease to accrue on (and if the Employee is not then vested pursuant to Section 12.2, previously accrued Days of Employment might be forfeited as of) an Employee’s Termination Date, subject to the conditions set forth in Article 5. The computation period to be used in determining Years or Months of Service for vesting shall be expressed in monthly periods beginning on the date the individual in question first performs an Hour of Service for a Participating Employer, and each subsequent monthly anniversary thereof, unless and until such individual incurs a 1-Year Period of Severance. The computation period for an individual who incurs a 1-Year Period of Severance and who is subsequently reemployed by a Participating Employer shall begin on the date he first performs an Hour of Service for the Participating Employer following his reemployment, and each subsequent monthly anniversary thereof, unless and until he again incurs a 1-Year Period of Severance. Each individual employed by a Participating Employer will therefore have established for him a separate computation period, which shall be used for determining his vested interest herein at any given time. For purposes of determining whether an individual has performed an Hour of Service, an Hour of Service shall mean an hour for which such individual is paid or entitled to payment for the performance of duties for a Participating Employer.

In no event shall Days of Employment include a period of refusal or ineligibility to participate in the Plan described in Section 4.6.

2.20 Deferred Retirement Date shall mean the date after

Normal Retirement Date on which a Participant retires in accordance with Article 9.

2.21 Early Retirement Date shall mean the date on which a

Participant actually retires in accordance with Article 8.

2.22 Effective Date shall mean October 1, 2003 when

referring to this Plan as amended and restated following assumption of the Plan by the Employer.

2.23 Employee shall mean any person who is a common-law

employee of a Participating Employer or any Affiliate and who is directly or indirectly paid by a Participating Employer for the performance of duties and the rendering of personal services exclusively at the Arnold Engineering Development Center, Tennessee.

Persons who (i) participate in a cooperative program of work and study which involves the performance of duties or (ii) are deemed to be “leased employees” within the meaning of Section 414(n) of the Internal Revenue Code shall not be considered Employees for the purposes of this Plan.

A person who is not employed by a Participating Employer but who performs services for a Participating Employer pursuant to an agreement between a Participating Employer and a leasing organization shall be considered a “leased employee” after such person performs such services for a 12-month period and the services are performed under the primary direction or control of a Participating Employer. If a leased employee subsequently becomes an Employee, and thereafter participates in the Plan, he shall be given credit for Hours of Service and Years of Service for his period of employment as a leased employee, except to the extent that Section 414(n)(5) of the

Code was satisfied with respect to such Employee while he was a leased employee.

A person who is not considered to be a “leased employee” as defined above and who is engaged as an independent contractor pursuant to a contract or agreement between such person and the Participating Employer which designates him as an independent contractor or otherwise contemplates or implies that he will function as an independent contractor is not considered an Employee for purposes of the Plan. Only individuals who are paid as employees from the Participating Employer’s payroll and treated by the Participating Employer at all times as Employees shall be deemed Employees for purposes of the Plan, and no independent contractor shall be treated as an Employee under the Plan during the period he renders services to the Participating Employer as an independent contractor. Any person retroactively or in any other way held or found to be a “common law employee” shall not be eligible to participate in the Plan for any period during which he was not treated as an Employee by the Participating Employer and considered to be an “Employee” under this definition.

2.24 Employer shall mean Aerospace Testing Alliance, a

joint venture partnership, and any successor Contractor, corporation, or business organization which shall assume or be required to assume the position of Employer under this Plan. Notwithstanding any contrary provision of this Plan, the term Employer in the preceding sentence shall refer to Sverdrup Technology, Inc. for the period prior to 11:59 p.m. on September 30, 2003.

2.25 Employment Year shall mean the annual period beginning

on the date an individual first performs an Hour of Service for a Participating Employer, and each anniversary thereof.

2.26 ERISA shall mean the Employee Retirement Income

Security Act of 1974, Pub. L. No. 93-406, 88 Stat.

820, which amended both the Internal Revenue Code and Title 29 of the United States Code (captioned “Labor”). ERISA sections contained in the Internal

Revenue Code are cited by references to the Internal Revenue Code. ERISA sections not contained in the Internal Revenue Code are cited to sections of ERISA as enacted, with parallel citations to the United States Code. For example, Section 405 of ERISA is cited: ERISA Section 405 (29 U.S.C. §1105). All references to specific ERISA sections shall be deemed to be references to such sections as originally enacted or as subsequently amended or superseded, as appropriate at the time of reference.

2.27 Interest shall mean the interest specified in Section

16.4 to be credited to a Participant’s own contributions for all purposes under this Plan.

2.28 Internal Revenue Code or Code shall mean the United

States Internal Revenue Code of 1986, as amended (Title 26 of the United States Code). All references to specific sections of the Internal Revenue Code shall be deemed to be references to such sections as they may be amended or superseded, and to the corresponding sections or provisions, if any, of any subsequent United States Internal Revenue Code, as appropriate at the time of reference.

2.29 Leave Of Absence shall mean an approved separation

from the active payroll of a Participating Employer for more than 30 calendar days.

2.30 Modified Full-Time Employee shall mean an Employee who

is classified as a modified full-time employee by his or her Participating Employer. In general, this term refers to an Employee who is normally scheduled to work a fixed twenty four (24), thirty (30) or thirty-two (32) hours per week. This term also refers to an Employee who is generally scheduled to work twenty four (24), thirty (30) or thirty-two (32) hours per week but works more than the scheduled number of hours in some weeks and does not work in other weeks, depending on the needs of the Participating Employer.

2.31 Normal Retirement Date shall mean the date on which a

Participant becomes eligible to retire in accordance with Article 7.

2.32 Part-Time Employee shall mean (a) any Employee hired

for a limited period expected to be five or fewer calendar months; (b) any Employee hired in a position which, according to the personnel records of the Participating Employer, normally requires fewer than an average of twenty (20) Hours of Service each calendar week; and (c) any Employee who is classified by the Participating Employer as “intermittent” and who has no formal work schedule but is called to work at the Participating Employer’s discretion.

2.33 Participant shall mean any Employee who participates

in the Plan pursuant to Article 4 and any participant in either the ACS Plan or SvT Plan at the close of business on September 30, 2003 who is receiving credit in the Plan for imputed service under the rules set forth in Treas. Reg. §1.401(a)(4)-11(d), as specifically identified in Appendix E. “Highly Compensated Participant” shall mean a Participant who:

(a) during the current Plan Year or preceding Plan Year was at any time a five percent owner of the Participating Employer; or (b) during the preceding Plan Year received Compensation from the Participating Employer in excess of $90,000 (or such greater amount provided by the Secretary of the Treasury pursuant to Section 414(q) of the Code), and was in the “Top Paid Group” of employees for such Plan Year. A Participant is in the Top Paid Group for such Plan Year if he is in the group consisting of the top 20% of the Employees when ranked on the basis of compensation (as defined in Section 414(q)(4) of the Code) paid during such Plan Year.

2.34 Participating Employer shall mean the Employer and any

of its Subcontractors which are authorized by the Committee to participate in the Plan and which subsequently elect to participate in the Plan. The term Participating Employer shall also include any entity into which a Participating Employer may be merged or consolidated or which is the corporate successor of the Participating Employer and which assumes this Plan and agrees to be bound by the terms and provisions hereof.

Premiere Building Maintenance Corp. shall become a Participating Employer effective November 1, 2008.

2.35 Plan shall mean this Aerospace Testing Alliance

Retirement Plan as set forth in this document and as it may be amended or restated from time to time.

2.36 Plan II shall mean the Sverdrup Technology, Inc.

Retirement Plan II, effective January 1, 1989, which prior to its termination was for persons employed at locations outside of Tennessee, and which was, as to such persons, a continuation of this Plan.

2.37 Plan Year shall mean each twelve (12) month period

which begins on October 1, 2003 or on any subsequent Anniversary Date. To implement this change, there shall be a short Plan Year for the period December 31, 2002 to September 30, 2003. Beginning December 31, 1994, the Plan Year began on December 31 of each year.

Prior to December 31, 1994, the Plan Year began on January 1 of each year.

2.38 Post-Freeze Employee shall mean an Employee who is no

longer eligible to accrue benefits under the Plan, except for periods in which the Employee is an Eligible Wage Employee.

(a) The following rules shall apply to Employees who are not Wage Employees:

(1) Any Employee who is hired or rehired by a

Participating Employer on or after March 14, 2011 shall be a Post-Freeze Employee for all periods of service following such hire or rehire.

(2) Any Employee who transfers employment from a non-participating employer to a Participating Employer on or after March 14, 2011 and is not receiving credit for imputed service under Appendix E at the time of the transfer shall be a Post-Freeze Employee for all periods of service following such transfer.

(3) Any Employee who is not enrolled in the Plan as of January 2, 2012 shall be a Post-Freeze Employee for all periods of service on or after such date.

(4) Any Employee who revokes his or her authorization for payroll deductions for contributions to the Plan or otherwise ceases to actively participate in the Plan on or after January 2, 2012 shall be a Post- Freeze Employee for all periods of service on or after the effective date of such revocation or cessation.

(5) Notwithstanding (1) through (4) above, a Participant who is eligible to enroll in the Plan pursuant to Section 4.9(d) shall be a Post-Freeze Employee only for periods of service following (i) the expiration of any 30-day enrollment period described in Section 4.9(d), in which the Participant declines to enroll in the Plan, or (ii) after enrolling in the Plan during each 30-day enrollment period available to the Participant under Section 4.9(d), the Participant’s subsequent election to discontinue enrollment in the Plan.

(b) The following rules shall apply to Wage Employees whose compensation is governed by the existing contract between the Employer and the International Guards Union of America (“IGUA Wage Employees”):

(1) Any IGUA Wage Employee who is hired or rehired by a Participating Employer on or after April 1, 2012 shall be a Post-Freeze Employee for all periods of service following such hire or rehire.

(2) Any IGUA Wage Employee who transfers employment from a non-participating employer to a Participating Employer on or after April 1, 2012 and is not receiving credit for imputed service under Appendix E at the time of the transfer shall be a Post-Freeze Employee for all periods of service following such transfer.

(3) Any IGUA Wage Employee who is not enrolled in the Plan as of July 2, 2012 shall be a Post-Freeze Employee for all periods of service on or after such date.

(4) Any IGUA Wage Employee who revokes his or her authorization for payroll deductions for contributions to the Plan or otherwise ceases to actively participate in the Plan on or after July 2, 2012 shall be a Post- Freeze Employee for all periods of service on or after the effective date of such revocation or cessation.

(5) Notwithstanding (1) through (4) above, a Participant who is eligible to enroll in the Plan pursuant to Section 4.10(d) shall be a Post-Freeze Employee only for periods of service following (i) the expiration of any 30-day enrollment period described in Section 4.10(d), in which the Participant declines to enroll in the Plan, or (ii) after enrolling in the Plan during each 30-day enrollment period available to the Participant under Section 4.10(d), the Participant’s subsequent election to discontinue enrollment in the Plan.

(c) Wage Employees whose compensation is governed by the existing contract between the Employer and the Air Engineering Metal Trades Council are not Post-Freeze Employees.

(d) For the avoidance of doubt, an Employee who is described in two or more of the categories in (a) and (b) above shall become a Post-Freeze Employee on the earliest date on which the Employee is first described in one of such categories, and an Employee who becomes a Post-Freeze Employee shall not be eligible to accrue benefits under the Plan for any subsequent periods of service, regardless of any employment change or transfer, except for periods in which the Employee is an Eligible Wage Employee. When used in this Section and elsewhere in this Plan, the term “Eligible Wage Employee” shall include IGUA Wage Employees who became IGUA Wage Employees before April 1, 2012 and are not described in any of the categories in (b) above at any time on or after April 1, 2012, and Wage Employees whose compensation is governed by the existing contract between the Employer and the Air Engineering Metal Trades Council, but shall not include any other Employees.

2.39 Prior Plan shall mean the SvT Plan I, the ACS Plan, and the ARO, Inc. Employees’ Retirement Benefit Plan as in effect from time to time prior to December 31, 1980 in which both SvT and ACS employees participated.

2.40 Reduction In Force is a termination of employment for

reasons other than disciplinary cause or voluntary resignation, when the termination is brought about by factors beyond the Employee’s control, such as reorganization, elimination or consolidation of jobs or job functions, partial or complete contract termination, reduced level of contract effort, or failure to obtain a follow-on contract.

2.41 Regular Employee; Regular Wage Employee shall mean an

Employee or Wage Employee hired for an indefinite term in a position which, according to the personnel records of the Participating Employer, normally requires an average of twenty (20) or more Hours of Service each calendar week. Any Employee who is not a Part-Time Employee (as defined in Section 2.32) is a Regular Employee or Regular Wage Employee. Where appropriate, Regular or Regular Wage Employees who were previously employed by SvT shall be referred to as “SvT Regular Employees” or “SvT Regular Wage Employees” and Employees previously employed by ACS shall be referred to as “ACS Regular Employees” or “ACS Regular Wage Employees.”

2.42 Retirement Benefits Officer shall mean that person

(including any deputy) designated by the

Administration Committee to administer this Plan under the direction of the Administration Committee.

2.43 Spouse shall mean the person who is married to a

Participant on the date on which the payments from the Plan are to begin to such Participant, except that for purposes of Article 13, Spouse shall mean a person who is married to a Participant continuously throughout the one (1) year period ending on the earlier of (a) the date of the Participant’s death, or (b) the Participant’s Annuity Starting Date. Also for purposes of Article 13, if a Participant married within one (1) year before the Participant’s Annuity Starting Date and the Participant and his spouse in such marriage were married for at least a one (1) year period ending on or before the date of the Participant’s death, such Participant and such spouse shall be treated as having been married throughout the one (1) year period ending on the Participant’s Annuity Starting Date.

2.44 Subcontractor shall mean a corporation (but not an

unincorporated enterprise) engaged by a Contractor under written subcontract to perform services for that Contractor, at the Arnold Engineering Development Center, Tullahoma, Tennessee, or elsewhere, solely, exclusively, and directly for or in connection with that Contractor’s performance under its direct prime contract with the United States Air Force at the Arnold Engineering Development Center.

2.45 SvT Plan I shall mean the Sverdrup Technology Inc.

Retirement Plan I.

2.46 Termination Date shall mean the Severance from Service

Date as defined in Section 2.16(a).

2.47 Trust shall mean the trust created to hold and

distribute Plan assets.

2.48 Trustee shall mean the Trustee or Trustees appointed

and acting in accordance with Article 18.

2.49 Trust Fund shall mean the cash and other investments

held and administered by the Trustee in accordance with the provisions of the Trust and the Plan.

2.50 Wage Continuation Plan shall mean any plan that

continues payment of wages or salary by the Participating Employer while an Employee is absent from work due to occupational or nonoccupational disability, including (but not limited to) the following kinds of plans:

(a) Accumulated Sick Leave Plan, under which the Employee earns contingent credits by completing months of service. When an Employee uses Accumulated Sick Leave, he would normally receive a salary according to his current rate of compensation for a period determined by the amount of contingent credits he has earned.

Accumulated Sick Leave, when used, normally cannot be restored until the Employee rebuilds his credit balance by completing additional months of service.

(b) Nonoccupational Disability Allowance Plan, under which an Employee is paid an allowance for absence due to nonoccupational disability. The extent of the allowance is normally based on the Employee’s total service with the Participating Employer, and the allowance period is normally renewed in full for each period of approved disability regardless of the duration of a previous disability, or the amount of the allowance previously paid to the disabled Employee.

(c) Occupational Disability Allowance Plan, under which entitlement to benefits is normally determined as it is under a Nonoccupational Disability Allowance plan, except that only disabilities that are job related, as determined under local workmen’s compensation statutes, are covered under an occupational disability plan.

2.51 Wage Employee shall mean any Employee of the Employer

at Arnold Engineering Development Center, Tennessee, whose compensation is governed by the existing contract between the Employer and the Air Engineering Metal Trades Council or between the contract between the Employer and the International Guards Union of America. Any Wage Employee who previously was employed by either SvT or ACS shall be referred to as a “SvT Wage Employee” or “ACS Wage Employee,” respectively.

2.52 Years Of…