CATERPILLAR INC.
Caterpillar Inc. As filed with the Securities and Exchange Commission on February 17, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM S-8 REGISTRATION STATEMENT UNDER CATERPILLAR INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 37-0602744 (State of Incorporation) (IRS Employer Identification No.) 510 Lake Cook Road, Suite 100 Deerfield, Illinois 60015 (Address of Principal Executive Offices, Including Zip Code) Solar Savings and Investment Plan Suzette M. Long (224) 551-4000 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ? Accelerated filer D Non-accelerated filer D Smaller reporting company D Emerging growth company D If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. D
EXPLANATORY NOTE Registration Statements on Form S-8 were filed with the Securities and Exchange Commission (the "SEC") on April 13, 2006 (File No. 333-133275) and August 16, 2010 (File No. 333-168867) (together, the "Prior Registration Statements") to register under the Securities Act of 1933, as amended (the "Securities Act"), shares of Common Stock, par value $1.00 per share (the "Common Stock"), of Caterpillar Inc. (the "Registrant") issuable under the Solar Savings and Investment Plan (as amended, the "Plan"). This Registration Statement on Form S-8 (this "Registration Statement") has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 under the Securities Act to register an additional 1,300,000 shares of Common Stock issuable under the Plan from time to time. The additional shares of Common Stock registered by this Registration Statement are of the same class as those securities covered by the Prior Registration Statements. This Registration Statement incorporates by reference the contents of the Prior Registration Statements to the extent not modified or superseded hereby or by any subsequently filed document that is incorporated by reference herein or therein. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The Registrant has filed the following documents with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such documents are hereby incorporated by reference in this Registration Statement:
In addition, all documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than any information that is furnished but that is deemed not to have been filed) and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other contemporaneously or subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 5. Interests of Named Experts and Counsel. The validity of the securities registered hereunder will be passed upon for the Registrant by Jennifer K. Schott, Deputy General Counsel, who is employed by the Registrant. Ms. Schott owns, directly and indirectly, less than 1% of the outstanding shares of the Registrant's common stock. Item 8. Exhibits. The following exhibits are filed with or incorporated by reference in this Registration Statement: Exhibit Description No. 4.1 Restated Certificate of Incorporation of Caterpillar Inc. effective February 3, 2021 (incorporated 4.2 Bylaws of Caterpillar Inc., as amended and restated on April 8, 2020 (incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed April 14, 2020) 4.3 Amended and Restated Solar Savings and Investment Plan, dated as of January 1, 2020 5.1 Opinion of Jennifer K. Schott, Deputy General Counsel 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Jennifer K. Schott, Deputy General Counsel (included in Exhibit 5.1) 24.1 Powers of Attorney (contained in the signature page to this Registration Statement) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois on this 17 day of February 2021. CATERPILLAR INC. /s/ Suzette M. Long Name: Suzette M. Long Title: Chief Legal Officer and General Counsel Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto authorized, in the City of Peoria, the State of Illinois. Each person whose signature appears below constitutes and appoints Suzette M. Long and Jennifer K. Schott, and each of them, as his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign, execute and file with the Securities and Exchange Commission (or any other governmental or regulatory authority), for us and in our names in the capacities indicated below, this registration statement on Form S-8 (including all amendments, including post-effective amendments, thereto), and any registration statement filed pursuant to Rule 462(b) of the Securities Act in connection with the securities registered hereunder, together with all exhibits and any and all documents required to be filed with respect thereto, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and to perform each and every act and thing necessary and/ or desirable to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he himself/she herself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. February 17, 2021 February 17, 2021 February 17, 2021 February 17, 2021 February 17, 2021 February 17, 2021 February 17, 2021 February 17, 2021 February 17, 2021 February 17, 2021 February 17, 2021 February 17, 2021 February 17, 2021
Chief Financial Officer Rayford Wilkins, Jr. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois on this 17 day of February 2021. SOLAR SAVINGS AND INVESTMENT PLAN /s/ Stephen G. Robertson Name: Stephen G. Robertson Title: Caterpillar Inc. Benefit Administrative Committee EXHIBIT 4.3 Solar Savings and Investment Plan (As Amended and Restated Effective January 1, 2020) 7829357 Solar Savings and Investment Plan ARTICLE I INTRODUCTION...................................... 1 1.1 The Plan .................................................1 1.2 Type of Plan............................................... 1 1.3 Plan Objectives .............................................1 1.4 Exclusive Benefit............................................. 1 1.5 Funding................................................... 1 1.6 Sponsor and Employers........................................ 1 1.7 Effective Date ...............................................1 1.8 Supplements and Appendices.................................... 1 ARTICLE II DEFINITIONS AND RULES OF INTERPRETATION............. 2 2.1 Definitions................................................. 2 2.2 Conformance with Code and ERISA................................16 2.3 Gender and Number; Effect of Titles...............................16 ARTICLE III PARTICIPATION.....................................16 3.1 Requirements for Participation...................................16 3.2 Cessation and Resumption of Active Participation.......................16 ARTICLE IV AMOUNT AND ALLOCATION OF CONTRIBUTIONS...........18 4.1 401(k) Contributions...........................................18 4.2 Matching Contributions.........................................20 4.3 Rollover Contributions.........................................21 4.4 Employer Contributions.........................................21 4.5 Minimum Contribution in Top-Heavy Years...........................21 4.6 Contributions Attributable to Qualified Military Service...................22 4.7 Non-elective Contributions.......................................22 ARTICLE V LIMITS ON CONTRIBUTIONS............................23 5.1 Limit on Annual Additions......................................23 5.2 Limit on 401(k) Contributions....................................24 5.3 Actual Deferral Percentage Limitation...............................25 5.4 Actual Contribution Percentage Limitation............................26 5.5 Special Definitions...........................................27 5.6 Non-elective Contributions.......................................28 5.7 Limit on Deductible Contributions.................................28 5.8 Purpose of Limitations; Authority of Administrator......................29 ARTICLE VI INVESTMENTS AND PLAN ACCOUNTING..................29 6.1 Participant Accounts..........................................29 6.2 Adjustments to Accounts........................................30 6.3 Separate Fund Accounting......................................31 Caterpillar: Confidential Green 1 6.4 Participant-Directed Accounts...................................31 ARTICLE VII VESTING.........................................35 7.1 Non-elective Contributions Account................................35 7.2 EIP Part 1 Account...........................................35 7.3 All Other Accounts..........................................35 7.4 Forfeitures.................................................35 7.5 Rehired Participants..........................................36 7.6 Disposition of Forfeitures......................................36 ARTICLE VIII PAYMENT OF BENEFITS..............................36 8.1 Methods of Benefit Payment....................................36 8.2 Distributions upon Termination of Employment........................37 8.3 Payments after a Participant's Death...............................37 8.4 Purpose of Limitations; Authority of Administrator......................39 8.5 Direct Transfers..............................................39 8.6 Missing Participants and Beneficiaries..............................40 8.7 Payment With Respect to Incapacitated Participants or Beneficiaries...........40 8.8 Limitation on Liability for Distributions.............................40 8.9 In-Service Withdrawals.........................................40 8.10 Loans....................................................42 8.11 Coronavirus-Related Distributions and Loan Relief......................44 ARTICLE IX PLAN ADMINISTRATION..............................45 9.1 General Fiduciary Standard of Conduct.............................45 9.2 Allocation of Responsibility Among Fiduciaries.......................45 9.3 Administrator...............................................46 9.4 Powers and Duties of Administrator................................46 9.5 Compensation and Expenses......................................47 9.6 Indemnification by Employers....................................48 9.7 Service in Multiple Capacities...................................48 9.8 Claims Procedure.............................................48 9.9 Qualified Domestic Relations Orders................................49 ARTICLE X AMENDMENT, TERMINATION OR MERGER OF PLAN..........49 10.1 Amendment................................................49 10.2 Termination................................................50 10.3 Plan Merger or Consolidation....................................50 ARTICLE XI GENERAL PROVISIONS................................50 11.1 No Employment Guarantee......................................50 11.2 Nonalienation of Plan Benefits...................................51 11.3 Action by Sponsor or Employer..................................51 11.4 Applicable Law.............................................51 11.5 Participant Litigation.........................................51 11.6 Participant Duties...........................................51 2 11.7 Adequacy of Evidence........................................52 11.8 Notice to Participants.........................................52 11.9 Waiver of Notice............................................52 11.10 Successors...............................................52 11.11 Severability...............................................52 11.12 Nonreversion..............................................52 11.13 Overpayments.............................................53 SUPPLEMENT A Employee Stock Ownership Plan A-1 SUPPLEMENT B Minimum Distribution Requirements B-1 3 ARTICLE I. INTRODUCTION 1.1 The Plan. The following provisions constitute the Solar Savings and Investment 1.2 Type of Plan. For purposes of Section 401(a)(27) of the Code, the Plan is designated as a profit-sharing plan that includes a cash or deferred arrangement qualified under Section 401(k) of the Code and an "employee stock ownership plan" within the meaning of Section 4975(e)(7) of the Code. 1.3 Plan Objectives. The Plan is maintained by the Sponsor in order to enable eligible employees of the Sponsor and Affiliates that adopt the Plan to save for their retirement on a tax-favored basis, to provide a source of retirement income for such employees, to stimulate interest and initiative and increase efficiency among such employees, and to share with them the economic benefits produced by their efforts. 1.4 Exclusive Benefit. The Plan is for the exclusive benefit of the Participants and their Beneficiaries. No portion of the funds contributed to the Plan shall ever revert to or be applied for the benefit of the Employers, except as specifically permitted herein. 1.5 Funding. In order to fund the benefits provided under the Plan, the Sponsor has established the Trust pursuant to the Trust Agreement. All benefits under the Plan shall be provided exclusively by distributions from the Trust. The Benefit Funds Committee shall have the authority to appoint, remove and replace the Trustee of the Trust at any time, in its discretion, or to establish additional Trusts to fund benefits under the Plan. 1.6 Sponsor and Employers. The Sponsor and Affiliates that adopt the Plan are referred to in the Plan individually, as an "Employer," and collectively, as the "Employers." 1.7 Effective Date. The original effective date of the Plan was January 1, 1985. Except as otherwise specifically required with respect to particular provisions of the Plan or as required by ERISA or the Code, the provisions of this amended and restated Plan document shall be effective as of January 1, 2020 unless otherwise expressly provided herein. 1.8 Supplements and Appendices. Supplements and appendices to the Plan may be adopted, attached to and incorporated in the Plan at any time in accordance with the provisions of Section 10.1. The provisions of any such supplements and appendices shall have the same effect that such provisions would have if they were included within the basic text of the Plan. Supplements and appendices shall supersede the other provisions of the Plan to the extent necessary to eliminate inconsistencies between the Plan provisions and the provisions of such supplements and appendices. 1 ARTICLE II DEFINITIONS AND RULES OF INTERPRETATION 2.1 Definitions. As used in the Plan, capitalized terms shall have the meaning set forth below:
Notwithstanding the foregoing, a Participant's 415 Compensation shall include any: elective contributions excluded from income under Section 125 of the Code (relating to cafeteria plans), Section 402(e)(3) of the Code (relating to 401(k) plans), including 401(k) Contributions under the Plan, Section 402(h) of the Code (relating to simplified employee pension plans), or Section 132(f)(4) of the Code (relating to elective transportation fringe benefits). Further, a Participant's 415 Compensation for any Plan Year shall not exceed $285,000 in 2020, as adjusted pursuant to Section 401(a)(17) of the Code.
2 e. "Accounting Date" means each day on which the New York Stock Exchange is open for business. f. "Active Participant" means any Eligible Employee who participates in the Plan as provided in Article III, while he remains an Eligible Employee. g. "Administrator" means Caterpillar Inc., or its duly authorized designee, as described in Section 9.3. h. "Affiliate" means any business entity that is either:
i. "Alternate Payee" means a Spouse, former Spouse, child or other dependent of a Participant entitled to receive a portion of such Participant's Account under a Qualified Domestic Relations Order. j. "Beneficiary" means any person, including a trust or other entity, entitled to receive any benefits which may become payable upon or after a Participant's death. k. "Benefit Funds Committee" means the committee established by the Board of Directors of Caterpillar Inc. with the power and authority described in Section 6.4(b). l. "Break in Service" means a period beginning on the Employee's Severance Date, during which he is not employed by the Employer or any Affiliate. m. "Catch-Up Contributions" means additional 401(k) Contributions permitted to be made by a Participant who has attained or will attain the age of 50 by the end of his taxable year in accordance with Section 5.2(e). Each Active Participant may elect to designate his Catch-Up Contributions as pre-tax 401(k) Contributions and/or Roth 401(k) Contributions under Section 402A of the Code. n. "Code" means the Internal Revenue Code of 1986, as in effect on the Effective Date or as thereafter amended. Any reference to a section of the Code shall include a successor provision thereto. 3
4 reimbursements, supplements, relocation payments, severance payments and other miscellaneous compensation. 4. Annual Limit on Compensation. A Participant's Compensation under all defined contribution plans sponsored by an Employer or Affiliate for any Plan Year shall not exceed $285,000 in 2020 in the aggregate, as adjusted pursuant to Section 401(a)(17) of the Code.
5 Workers Local 569 (whether the benefit was provided pursuant to a collective bargaining agreement or the "Electrician Handbook");
aa. "ERISA" means the Employee Retirement Income Security Act of 1974, as now in effect or as hereafter amended, and any regulation, ruling, or other administrative guidance issued pursuant thereto by the Internal Revenue Service, the Department of Labor or the Pension Benefit Guaranty Corporation. bb. "Full-Time Employee" means an Employee who is hired for an indefinite period of time and who is classified in the employment records of his Employer as a regular, permanent full-time employee. cc. "Highly Compensated Employee" means the following: 1. General Rule. Except as otherwise provided in this Section, an Employee shall be considered a Highly Compensated Employee for any Plan Year if he either: i. at any time during the Plan Year or the immediately preceding Plan Year owned more than five percent, by voting power or value, of the outstanding stock of an Employer or Affiliate that is a corporation, or owned more than five percent of the capital or profits interest in an Employer or Affiliate that is not a corporation; or ii. in the immediately preceding Plan Year received 415 Compensation in excess of $90,000 (as adjusted pursuant to Section 414(q)(1) of the Code) for the preceding Plan Year and was a member for such preceding Plan Year of the highest-paid group described in paragraph (2).
dd. "Hour of Service" means each hour credited to an Employee as follows:
ee. "Inactive Participant" means a person who was an Active Participant and who is no longer an Eligible Employee, but whose Account has not yet been distributed in full. ff. "Key Employee" means the following: 1. General Rule. An Employee shall be considered a Key Employee for any Plan Year if, at any time during the Plan Year, he:
2. Limitation on Inclusion of Officers. For purposes of subparagraph (1)(i), the number of Employees classified as Key Employees solely because they are officers shall not exceed the greater of (i) three or (ii) ten percent of the largest number of Employees; provided, however, that in no event shall such number exceed fifty (50). If more than such number of Employees would otherwise be classified as Key Employees by reason of being officers, the Employees classified as Key Employees by reason of being officers shall be those officers who had the highest 415 Compensation during which they were officers.
gg. "Leased Employee" means the following: 1. General Rule. Any person (other than a person described in paragraph (2)) who is not a common law employee and who performs services for an Employer or Affiliate under the primary direction or control of such Employer or Affiliate on a substantially full-time basis pursuant to an agreement between the Employer or Affiliate and any third person (for purposes of this Section the "leasing organization"). A Leased Employee shall not be considered to be an Employee until he has provided such services to the Employer or Affiliate for at least one year, but thereafter the Leased Employee's service shall be determined on the basis of the entire period that the Leased Employee has performed services for the Employer or an Affiliate.
hh. "Leave of Absence" means a period of absence that (i) is authorized by the Employer or Affiliate, (ii) constitutes Qualified Military Service, or (iii) to which the Employee is entitled under the Family and Medical Leave Act of 1993 or any comparable state law; provided, however, that the Employee retires or returns to work for an Employer or Affiliate within the time specified in his Leave of Absence (or, if applicable, within the period during which reemployment rights are protected by law). ii. "Limitation Year" means the twelve-month period used by the Plan for purposes of applying the limitations of Section 415 of the Code, which shall be the same as the Plan Year. jj. "NCRP" means the Solar Turbines Incorporated Non-Contributory Retirement Plan, as amended. kk. "Non-Highly Compensated Employee" means any Employee who for any Plan Year is not a Highly Compensated Employee. ll. "Non-Key Employee" means any Employee who for any Plan Year is not a Key Employee. 10 mm. "Normal Retirement Age" means the day on which a Participant attains the age of 65 years. nn. "Part-Time Employee" means an Employee who is classified in the employment records of his Employer as a part-time employee or in any other position that indicates that the Employee is employed only for a limited period of time or on less than a full-time basis oo. "Participant" means a person who is either an Active Participant or an Inactive Participant. If so indicated by the context, the term Participant shall also include the terms Beneficiary and Alternate Payee. Whether the context indicates that the term Participant includes the term Beneficiary and/or Alternate Payee shall be determined by the Administrator in the exercise of its discretion, but in making such determination, the Administrator shall act in a uniform and nondiscriminatory manner. pp. "Period of Severance" means a period of time beginning on the first day of the month next following an Employee's Severance Date and ending on the last day of the month immediately preceding the date such Employee again performs an Hour of Service. qq. "Plan" means the Solar Savings and Investment Plan, as set forth in this document and as it may be amended from time to time. rr. "Plan Year" means the twelve-month accounting period used by the Plan, which shall end on December 31 of each year. ss. "Qualified Domestic Relations Order" means an order described in Sections 401(a)(13) and 414(p) of the Code and Section 206(d)(3) of ERISA that permits distribution of benefits in a distribution mode provided under the Plan, does not require payment of increased benefits and does not require payment of benefits allocated to a different Alternate Payee under another qualified domestic relations order. Notwithstanding the foregoing, an order shall not fail to be a Qualified Domestic Relations Order merely because it requires a distribution to an Alternate Payee prior to the time the Participant incurs a Termination of Employment provided that the Participant would be entitled to a distribution if he incurred a Termination of Employment. tt. "Qualified Military Service" means service by a Participant or Employee in the armed forces of the United States of a character that entitles the Participant or Employee to reemployment under the Uniformed Services Employment and Reemployment Rights Act of 1994, but only if the Participant or Employee is re-employed during the period following such service in which his right of re-employment is protected by such Act. uu. "Re-Employment Commencement Date" means the day on which an Employee first performs an Hour of Service (as described in paragraph (1) of the definition) for an Employer or Affiliate after a Termination of Employment. vv. "Same-Sex Domestic Partner" means the sole, same-sex person who is in a civil union, domestic partnership, or legal relationship similar thereto, with the Employee as recognized under the laws of the federal or a state government of the United States of America, including its territories and 11 possessions and the District of Columbia (or, with respect to any other country, legally recognized by the equivalent government(s) thereof). The Plan shall continue to treat such relationship as a same-sex partnership, regardless of whether the Employee and his Same-Sex Domestic Partner remain in the jurisdiction where the relationship was legally entered into. In the event more than one person meets this definition for a given Employee, then the "Same-Sex Domestic Partner" shall be the person who first met the criteria in this definition. Notwithstanding anything herein to the contrary, if an Employee has a Spouse, no person will qualify as the Employee's Same-Sex Domestic Partner unless such Employee's marriage to his Spouse is first lawfully dissolved. Except with respect to determining the length of time the Same-Sex Domestic Partner has satisfied the definition of Same-Sex Domestic Partner under this Section 2.1(vv), a Participant shall be considered to have a Same-Sex Domestic Partner only with respect to periods beginning on or after January 1, 2014, regardless of when such same-sex partnership was created. ww. "Severance Date" means the date that an Employee quits, retires, is discharged or dies. Solely for purposes of determining whether a Severance Date has occurred, in the case of an Employee who is absent from work beyond the first anniversary of the first date of an absence and the absence is for an approved leave for maternity or paternity reasons, the date the Employee incurs a Severance Date shall be the second anniversary of the Employee's absence from employment. An absence from work for "maternity or paternity leave" means an absence by reason of the pregnancy of the Employee, by reason of the birth of a child of the Employee, by reason of the placement of a child with the Employee in connection with the adoption of such child by such Employee, or for purposes of caring for such child for a period beginning immediately following such birth or placement. An absence from work will be treated as an absence due to a "maternity or paternity leave" only if the Employee furnishes such information as may be reasonably required by an Employer to substantiate the period of absence and the reasons for such absence. xx. "Sponsor" means Solar Turbines Incorporated. yy. "Spouse" means the person who is a Participant's spouse for federal tax purposes pursuant to applicable Internal Revenue Service guidance. Effective on and after June 26, 2013, the term Spouse shall include a lawful same-sex spouse recognized by a state or other jurisdiction in which the ceremony establishing the marital relationship was performed - even if the Participant and Spouse now reside in a state or other jurisdiction that does not recognize same-sex marriage. To the extent provided in any qualified domestic relations order applicable to benefits payable under this Plan, a Participant's former Spouse may be treated as the surviving Spouse for purposes of this Plan. zz. "Termination of Employment" means the following: 1. General Rule. An Employee shall be deemed to have incurred a Termination of Employment as a result of:
iii. a failure to retire or return to work at the end of a Leave of Absence.
aaa. "Top-Heavy Determination Date" means, for any Plan Year, the last day of the immediately preceding Plan Year. bbb. "Top-Heavy Year" means the following:
13 accounts of all Key Employees under all plans described in paragraph (2) and all plans described in this paragraph (3) do not exceed 60 percent of the aggregate balances in the accounts of all Participants under all such plans.
Affiliate at any time during the prior Plan Year, his account balance (in the case of a defined contribution plan) or his accrued benefit (in the case of a defined benefit plan) shall not be taken into consideration in the determination of whether the Plan Year is a Top-Heavy Year. 7. Purpose. The purpose of this Section is to conform to the definition of "top-heavy plan" set forth in Section 416(g) of the Code, which is incorporated herein by reference, and to the extent that this Section shall be inconsistent with Section 416(g) of the Code, either by causing any Plan Year during which the Plan would be classified as a "top-heavy plan" not to be a Top-Heavy Year or by causing any Plan Year during which it would not be classified as a "top-heavy plan" to be a Top-Heavy Year, the provisions of Section 416(g) of the Code shall govern and control. ccc. "Totally and Permanently Disabled" means the Participant is entitled to primary disability benefits under Title II of the federal Social Security Act. ddd. "Treasury Regulations or Treas. Reg" means regulations, including temporary regulations, issued by the Department of the Treasury or Internal Revenue Service codified at Title 26 of the Code of Federal Regulations. Where a reference is made to temporary regulations, such reference shall include any permanent regulations and modified temporary regulations, issued in lieu thereof. eee. "Trust" means the trust or trusts established to fund benefits provided under the Plan, as provided in Section 1.5. fff. "Trust Agreement" means the agreement pursuant to which the Trust is established. ggg. "Trustee" means the person or persons acting as trustee of the Trust. hhh. "Year of Eligibility Service" means the service credited for purposes of determining if an Employee is eligible to participate in the Plan under Section 3.1. An Employee is credited with a Year of Eligibility Service if:
iii. "Year of Vesting Service" means the service credited to a Participant for purposes of determining the Participant's vested benefit. For this purpose, a Participant's Years of Vesting Service equal the sum of: 15
Severance Date. Notwithstanding the foregoing, for Full-Time In determining Years of Vesting Service for purposes of subsection (2) above, if a Part-Time Employee transfers to Full-Time Employee status, the Employee receives credit for: (A) the Years of Vesting Service credited prior to the Plan Year in which the date of transfer occurs; (B) the Years of Vesting Service credited subsequent to the Plan Year in which the date of transfer occurs as determined under the rules applicable to Full-Time Employees; and (C) the Year of Vesting Service (if any) credited during the Plan Year in which the date of transfer occurs, which shall be the greater of (i) and (ii) below:
In determining Years of Vesting Service for purposes of subsection (2) above, if a Full-Time Employee transfers to Part-Time Employee status, the Employee receives credit for: (A) the Years of Vesting Service equal to the number of full Years of Vesting Service credited to the Employee as of the date of transfer; (B) 190 Hours of Service for each month during the Plan Year in which the transfer occurs through the date of the transfer; and (C) the Hours of Service credited as a Part-Time Employee subsequent to the date of transfer starting on the date the transfer occurs. In no event will an Employee receive multiple credit for the same period of service for purposes of determining Years of Vesting Service. 2.2 Conformance with Code and ERISA. The Plan is intended to comply in all respects with the requirements of Section 401(a) of the Code and Title I of ERISA, and shall be so 16 construed. References to specific provisions of the Code or ERISA in certain provisions of the Plan shall not be construed to limit reference to other provisions of the Code or ERISA in construing other provisions of the Plan where such reference is consistent with the purpose of the Plan. If any provision of the Code or ERISA is amended, any reference in the Plan to such provision shall, if appropriate in the context and consistent with the purpose of the Plan, be deemed to refer to any successor to such provision. 2.3 Gender and Number; Effect of Titles. Wherever used in the Plan, nouns or pronouns of one gender shall be interpreted to apply to all genders, and the singular shall include the plural and vice-versa, as the context may require. Titles, captions and headings of Articles, Sections, supplements and exhibits are for ease of reference only, and shall have no substantive meaning. ARTICLE III PARTICIPATION 3.1 Requirements for Participation. Each individual who was a Participant in the Plan immediately prior to the effective date of this amendment shall continue as such; provided, however, that such Participant must continue to be an Eligible Employee, subject to the provisions hereof. Any other individual shall become a Participant on the first day of the payroll period on or after the date he satisfies, all of the following requirements:
3.2 Cessation and Resumption of Active Participation.
ARTICLE IV AMOUNT AND ALLOCATION OF CONTRIBUTIONS 4.1 401(k) Contributions. a. Amount of Contributions. 17
19 into the Plan. The Administrator shall establish uniform procedures for making elections, which shall include time periods preceding each Election Date by which elections must be received to be effective as of such Election Date. No election shall be effective or binding upon any Employer until actually received in accordance with such procedures. The Administrator may also change the frequency of 401(k) Contribution elections, suspend deferrals, or establish additional dates for making or revising 401(k) Contribution elections in special circumstances, provided that in all cases the availability of dates for making or revising 401(k) Contribution elections shall not discriminate in favor of Highly Compensated Employees.
4.2 Matching Contributions.
20 4.3 Rollover Contributions. Any Participant may make a Contribution to the Plan which constitutes a rollover of benefits from another plan qualified under Section 401(a) of the Code or benefits from an individual retirement account or annuity qualified under Section 408 of the Code (other than an endowment contract) (an "IRA") or Roth contributions and earnings (and losses) under Section 402A of the Code, or cause the trustee of another plan to make a direct transfer of such benefits on his behalf (in either case, a "Rollover Contribution"). Such Contribution shall be allocated to a separate Rollover Account and/or Roth Rollover Account, as applicable, maintained for the Participant. The Administrator may establish uniform rules limiting or restricting Rollover Contributions. The Administrator may adopt uniform rules and procedures permitting Rollover Contributions from other types of qualified plans and IRAs as permitted by the Code. Notwithstanding the foregoing, a Participant may not make a rollover contribution to the Plan of after-tax contributions from another plan qualified pursuant to Section 401(a) of the Code or any other type of qualified plan. 4.4 Employer Contributions. For payroll periods beginning prior to the Effective Date, an Employer shall contribute on behalf of each Active Participant an employer contribution pursuant to the provisions set forth in Supplement C of the January 1, 2014 restatement of the Plan. 4.5 Minimum Contribution in Top-Heavy Years.
21 percent" for "3 percent" in subparagraph (a)(i) and by disregarding subparagraph (a)(ii) (unless a Key Employee accrues a benefit in such year). 4.6 Contributions Attributable to Qualified Military Service. A Participant who is re- employed following Qualified Military Service shall have the right to have additional 401(k) Contributions made on his behalf in accordance with Section 4.1 in an amount up to the amount of 401(k) Contributions he could have made during the period of Qualified Military Service. Such additional 401(k) Contributions shall be made by additional withholding over a period of time not to exceed three times the length of his Qualified Military Service (but not more than five years). Such Participant shall also be entitled to receive Matching Contributions attributable to such additional 401(k) Contributions in the amount he would have received had such additional 401(k) Contributions been made during his period of Qualified Military Service, and to receive any other Contributions he would have been eligible to receive had he been an Active Participant during his period of Qualified Military Service. All such Contributions shall be deemed to have been received during the period of Qualified Military Service for purposes of applying all limitations on Contributions under the Plan. For purposes of this Section 4.6, a Participant shall be deemed to have received Compensation during his period of Qualified Military Service based on the rate of Compensation he would have received had he been an Employee during such period or, if such rate cannot be determined with reasonable accuracy, based on his average Compensation received during the 12-month period (or his entire period of employment, if shorter) immediately prior to the period of military service. The provisions of this Section 4.6 shall be interpreted and applied in accordance with Section 414(u) of the Code and the Treasury Regulations issued thereunder. 4.7 Non-elective Contributions. The Employers shall make the non-elective contributions described in this Section 4.7.
22 the Plan Year for which the non-elective contribution is made, is either (a) represented by the International Association of Machinists and Aerospace Workers Local 389, or (b) otherwise an Eligible Employee that has satisfied the participation requirements in Section 3.1 of the Plan. d. Deposit and Allocation of Contributions. The non-elective contributions shall be deposited in the Trust at such time or times as the Sponsor shall determine, provided that the non-elective contributions made by each Employer shall be deposited not later than the last date for the filing of the Employer's federal income tax return for the year ending in the same month which includes the last day of the Plan Year to which such non-elective contributions relate. All non-elective contributions made under this Section 4.7 will be allocated to the Participant's Non-elective Contributions Account on the Accounting Date coinciding with or next succeeding the date they are deposited. ARTICLE V LIMITS ON CONTRIBUTIONS 5.1 Limit on Annual Additions. a. Limitation. Notwithstanding any other provisions of the Plan, the amount of annual additions (as hereinafter defined) allocated to a Participant's Account for any Limitation Year shall not exceed an amount equal to the lesser of:
reduced in either case by the amount of annual additions credited to the Participant's account for the Limitation Year under any other defined contribution plan maintained by an Employer or 415 Affiliate. In the event that a Participant's annual additions exceed the limitations set forth above, the Plan shall correct such excess in accordance with the Employee Plans Compliance Resolution System in effect at the time of the error or such other guidance prescribed by the Commissioner of the Internal Revenue Service. b. Annual Additions. For purposes of this Section, annual additions shall include (1) all contributions made by an Employer or 415 Affiliate (including 401(k) Contributions and elective deferrals under other plans but excluding Catch-Up Contributions), (2) contributions made by the Participant (other than rollover contributions), (3) forfeitures, and (4) contributions to a separate account described in Section 401(h) of the Code or Section 419A(d) of the Code to provide medical or life insurance benefits for Key Employees. An amount credited to a Participant's Account in order to correct an error made in a previous Limitation Year shall be treated for purposes of paragraph (a) as having been credited to such Account in the Limitation Year to which the error relates. 23 c. Aggregation of Plans. For purposes of this Section 5.1, all defined contribution plans of any Employer or 415 Affiliate, whether or not terminated, are to be treated as one defined contribution plan. 5.2 Limit on 401(k) Contributions.
24 Administrator shall adopt procedures providing for eligible Participants to elect to have Catch-Up Contributions made in accordance with Treasury Regulations issued pursuant to Code Section 414(v). 5.3 Actual Deferral Percentage Limitation.
25 Employees shall be reduced in proportion to the amount of 401(k) Contributions made on behalf of the Highly Compensated Employees for such Plan Year, in accordance with Treasury Regulations issued pursuant to Section 401(k) of the Code as amended by the Small Business Job Protection Act of 1996. e. Forfeiture of Matching Contributions. The portion of any Matching Contributions that relates to any excess 401(k) Contributions distributed pursuant to this Section 5.3 shall be forfeited, notwithstanding any other provision of the Plan, but shall not apply to the extent that such forfeiture alone would result in the Matching Contributions not being subject to alternative method set forth in Section 401(m)(11) of the Code for satisfying the nondiscrimination requirements found in Section 401(m) of the Code. 5.4 Actual Contribution Percentage Limitation.
26 following the end of the Plan Year if possible, and in any event not later than the last day of the following Plan Year.
Special Definitions. For purposes of Sections 5.3 and 5.4, the following terms shall have the meanings ascribed below:
27
The Maximum ACP will be determined using the Non-Highly Compensated ACP for the current year.
The Maximum ADP will be determined using the Non-Highly Compensated ADP for the current year. 5.6 Non-elective Contributions. Non-elective contributions shall be made in a non- discriminatory manner and shall satisfy the non-discrimination testing requirements of Section 401(a)(4) of the Code and the Treasury Regulations issued thereunder. 28 5.7 Limit on Deductible Contributions. Anything else contained herein to the contrary notwithstanding, the total Contributions made by any Employer to the Plan for any Plan Year (excluding 401(k) Contributions and after-tax contributions withheld by the Employer) shall not exceed 25 percent of the aggregate Compensation paid by the Employer to all Participants during the Plan Year, or such other amount as may be deductible under Section 404 of the Code for such Plan Year (determined without regard to Section 263A of the Code). 5.8 Purpose of Limitations; Authority of Administrator. The limitations of this Article V are intended to comply with the requirements of Sections 415, 402(g), 401(a)(4), 401(k), 401(m), and 404(a)(3) of the Code and the Treasury Regulations issued thereunder, and shall be construed accordingly. To the extent that said Treasury Regulations provide for any elections or alternative methods of compliance not specifically addressed in this Article V, the Administrator shall have the authority to make or revoke such election or utilize such alternative method of compliance unless such election or alternative method of compliance by its terms requires an amendment to the Plan. ARTICLE VI INVESTMENTS AND PLAN ACCOUNTING 6.1 Participant Accounts. The Administrator shall establish and maintain the following separate Accounts with respect to Participants:
29
6.2 Adjustments to Accounts. a. Accounting Date Adjustments. As of each Accounting Date, the Trustee shall:
value (as determined by the Trustee, but excluding all unpaid items of income or expense) of the Trust assets on such Accounting Date. 3. Third, allocate and credit all Contributions in accordance with Articles IV and V and any applicable supplement. b. Timing of Adjustments. Every adjustment made pursuant to this Section 6.2 shall be considered as having been made as of the Accounting Date regardless of the dates of actual receipt of Contributions or payment of distributions by the Trustee during the period ending on the Accounting Date. Notwithstanding the foregoing, the Trustee may adopt, or the Administrator may direct the Trustee to adopt, any reasonable, consistent, and nondiscriminatory method of accounting for the receipt of Contributions and payment of distributions. The Trustee's determination as to the value of the assets of the Trust and the charges or credits to the Accounts of the Participants shall be conclusive and binding on all persons. 6.3 Separate Fund Accounting. a. Manner of Accounting. To the extent the Trust is divided into separate funds and alternative investment arrangements (collectively, "funds"), including those established pursuant to Section 6.4, the undivided interest of each Participant's Account in each such fund shall be determined under the principles set forth in Section 6.2 but in accordance with the accounting procedures specified in the trust agreement, investment management agreement, insurance contract, custodian agreement or other document under which such fund is maintained. To the extent not inconsistent with such procedures, the following rules shall apply:
a. Separate Participant Accounts. Notwithstanding the foregoing, if any portion of the Trust is invested in a fund that permits each Participant's interest in the fund to be accounted for as a separate account, all Contributions, distributions, and earnings shall be accounted for as they are actually received, disbursed, or earned. 31 6.4 Participant-Directed Accounts.
elections are properly processed and the disclosures required under Section 404(c) of ERISA are properly furnished;
The Benefit Funds Committee shall have the discretionary authority to establish reasonable rules and procedures to carry out its responsibilities under the Plan, which may include adopting its own charter and/or other operating guidelines. The Committee may delegate all or some of its duties and responsibilities. c. Company Shares Fund.
New York Stock Exchange on the date of purchase or contribution, as applicable. Company Shares purchased from any source (including the Sponsor) shall be charged to the Accounts of Participants at the average price per share paid by the Trustee for such shares (excluding brokerage commissions, transfer taxes, and other costs of purchase). For purposes of valuing interests in the Company Shares Fund and/or charges therefore to Participants' Accounts, the Benefit Funds Committee may establish such rules as it deems appropriate and also may adjust the average price per share as may be necessary to reflect appropriately the effect of any stock dividend, stock split, subdivision, reclassification, combination or other event affecting Company Shares held or acquired hereunder. 4. Dividends, Stock Splits, Etc. Cash dividends and cash proceeds received by the Trustee in any month with respect to Company Shares held in the Accounts of Participants shall be credited to such Accounts and invested in the Company Shares Fund in the manner as provided in Section 6.4(c). Company Shares received by the Trustee as a stock dividend or because of a stock split, recapitalization or the like, as well as rights, warrants and options, if any, issued with respect to Company Shares, shall be allocated to Company Shares to which they appertain. d. Self-Directed Brokerage Account.
e. Investment Direction Re-solicitation. At any time and for any reason, the Administrator may re-solicit a Participant to direct the investment of his Account from among various investment funds and other alternative arrangements that are designated from time to time by the Benefit Funds Committee, as described in more detail in Section 6.4(a). If the Participant does not respond to such re-solicitation in the manner proscribed in the communication of such re-solicitation, any prior direction under Section 6.4(a) shall be null and void and the Participant shall be deemed to have failed to make an investment election under the Plan. Accordingly, as provided under Section 6.4(a), the Participant shall be deemed to have directed his Account to be invested in the "default fund" designated by the Benefit Funds Committee. ARTICLE VII 7.1 Non-elective Contributions Account. A Participant shall vest in his Non-elective Contributions Account under the following schedule; provided, however, that a Participant shall become fully vested upon attainment of Normal Retirement Age or if he dies or becomes Totally and Permanently Disabled: (a) while actively employed by the Employer or an Affiliate or (b) while performing Qualified Military Service: Full Years of Vesting Service Nonforfeitable Percentage 0, but less than 3 0 percent 3 or more 100 percent 7.2 EIP Part 1 Account. A Participant shall at all times be fully vested in the assets of his participant accounts under the EIP Part 1 Account. A participant who performs at least one hour of service for the Employer on or after January 1, 2003 shall at all times be fully vested in the assets of his employer accounts under the EIP Part 1 Account. If a participant has one hour of service for the 35 Employer on or after December 1, 2002 and no hours of service on or after January 1, 2003, the Participant shall vest in his employer accounts under the EIP Part Account under the following schedule: Full Years of Vesting Service Nonforfeitable Percentage 0, but less than 3 0 percent 3 or more 100 percent 7.3 All Other Accounts. A Participant shall be fully vested at all times in his 401(k) Contributions Account, Roth 401(k) Contributions Account, Matching Contributions Account, Rollover Account, Roth Rollover Account, Top-Heavy Contributions Account, After-tax Contributions Account, and QNEC Account. 7.4 Forfeitures. A Participant shall forfeit his interest in his Non-elective Contributions Account and EIP Part 1 Account to the extent not vested in accordance with Section 7.1 and Section 7.2 upon the earlier of:
If a portion of a Participant's Account is forfeited, qualifying employer securities within the meaning of Section 4975(e)(8) of the Code must be forfeited only after the remaining assets have been forfeited. 7.5 Rehired Participants.
36 411(a)(7) of the Code. Funds needed in any Plan Year to restore the Account of a Participant with the amounts of prior forfeitures in accordance with the preceding sentence shall come first from existing Plan forfeitures or additional Employer Contributions.
7.6 Disposition of Forfeitures. Any amounts forfeited pursuant to this Article VII shall be applied to reduce Employer Contributions or to offset administrative expenses. ARTICLE VIII PAYMENT OF BENEFITS 8.1 Methods of Benefit Payment.
8.2 Distributions upon Termination of Employment a. Small Account Balances. If, at the time of a Participant's Termination of Employment, his Account Balance does not exceed $5,000, the entire amount of the Account Balance shall be distributed to such Participant as soon as administratively feasible, in accordance with rules and procedures established by the Administrator. The balance in a Participant's Rollover Account and/or Roth Rollover Account shall not be included in determining whether his Account Balance exceeds $5,000 (but his Rollover Account and/or Roth Rollover Account shall also be distributed if the remainder of his Account Balance does not exceed $5,000); provided that, if the Participant's Account Balance (including his Rollover Account and/or Roth Rollover Account) exceeds $1,000 and if the Participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly in accordance with this Section 8.2, the Administrator will pay the distribution in a direct rollover to an individual retirement plan designated by the Administrator. 37
8.3 Payments after a Participant's Death. a. Designation of Beneficiaries. The Account of a Participant who dies before his Account has been distributed in full shall be distributed to his Beneficiary or Beneficiaries as provided herein:
38 Participant had not been married on the date of his death or that, if the Participant had been married on the date of his death, that the consent of the Spouse could not be obtained when the designation was filed because the Participant was unable to locate his Spouse, the Participant had been abandoned by his Spouse and had a court order to such effect, or that such other circumstances existed as would justify a failure to obtain the Spouse's consent under Section 417 of the Code. For avoidance of doubt, only a Spouse is required to consent to a Beneficiary designation under this Section 8.3(a)(2).
b. Death of a Participant. Upon the death of a Participant, the remaining balance of the Participant's Account shall be distributed among his Beneficiaries in the manner and form of required minimum distributions in accordance with Supplement B. Notwithstanding the foregoing, a Beneficiary may from time to time request withdrawals of all or any portion of his share of such Participant's Account; provided that in no event shall the sum of any such withdrawals and distributions during any Plan Year be less than the minimum amount required to be distributed during such Plan Year in accordance with Supplement B. 8.4 Purpose of Limitations; Authority of Administrator. The provisions of Sections 8.1, 8.2, 8.3 and Supplement B are intended to comply with the requirements of Section 401(a)(9) of the Code, including specifically the minimum distribution incidental death benefit rule of Section 401(a)(9)(G), and Treasury Regulations Section 1.401(a)(9)-2 through Section 1.401(a)(9)-6, as issued in final form on April 16, 2002, and shall be construed accordingly. Said Code and Treasury Regulation provisions are hereby incorporated herein by this reference, and shall control over any form of distribution provided in the Plan that is inconsistent therewith. To the extent that said Treasury Regulations provide for any elections or alternative methods of compliance not specifically addressed in Sections 8.1, 8.2, 8.3 and Supplement B, the Administrator shall have the authority to make or revoke such election or utilize such alternative method of compliance. 39 8.5 Direct Transfers. Any Participant or Alternate Payee who is entitled to receive a distribution to which this Section 8.5 applies shall have the right to direct the transfer of all or a portion of such distribution directly to an individual retirement account or annuity qualified under Section 408 of the Code (other than an endowment contract) (an "IRA"), or to a defined contribution pension or profit-sharing trust qualified under Section 401(a) of the Code, annuity plan qualified under Section 403(a) of the Code, or other "eligible retirement plan" as defined in Section 402(c)(8)(B) of the Code, which will accept such a transfer, which, effective January 1, 2008, shall include a Roth individual retirement account under Section 408A of the Code. The surviving spouse of a Participant shall similarly be entitled to direct the transfer of all or a portion of any distribution to which this Section 8.5 applies. The Administrator shall furnish each Participant, Alternate Payee or surviving Spouse to whom this Section 8.5 applies with a notice describing his right to a direct transfer and the tax consequences of a distribution. Such notice shall be furnished not more than 90 days nor less than 30 days before the Participant, Alternate Payee or surviving spouse is entitled to receive such distribution, and no distribution shall be made until 30 days after he has received such notice unless he waives such 30-day period. The provisions of this Section 8.5 shall apply to all distributions from the Trust that are "eligible rollover distributions" as defined in Section 402(c)(4) of the Code. The provisions of this Section 8.5 shall not apply to the portion of any distribution that is necessary to meet the minimum distribution requirements of Section 401(a)(9) of the Code and any hardship withdrawal. The Administrator may adopt administrative procedures to implement direct transfers, which may vary the time periods and minimum amounts set forth above, to the extent consistent with final Treasury Regulations issued under Section 401(a)(31) of the Code. Notwithstanding the foregoing, with respect to any distribution made to a Beneficiary who is a "designated beneficiary" (as defined by Section 401(a)(9)(E) of the Code) and who is not the surviving spouse of the Participant, such Beneficiary may elect a direct trustee-to-trustee transfer of the eligible portion of such distribution to an individual retirement plan established for the purposes of receiving the distribution in accordance with Section 402(c)(11) of the Code. For avoidance of doubt, a Same-Sex Domestic Partner shall be considered a "designated beneficiary" who is not the surviving Spouse of a Participant and shall only be entitled to an eligible rollover distribution under the rules for a designated beneficiary. 8.6 Missing Participants and Beneficiaries. Neither the Sponsor, an Employer, the Administrator, the Benefit Funds Committee nor the Trustee shall be obliged to search for, or ascertain the whereabouts of, any Participant or Beneficiary. If all or a portion of an Account remains to be distributed to a Participant or Beneficiary at a time when the Administrator is unable to locate the Participant or Beneficiary, then such Account shall be forfeited and the amounts used first to reduce future Contributions that the Employers would otherwise be required to make to the Plan and second to pay Plan expenses. If the Participant or Beneficiary subsequently makes a proper claim for a distribution under the Plan, or if the person who would be entitled to receive such distribution upon the death of such Participant or Beneficiary establishes to the satisfaction of the Administrator that such Participant or Beneficiary has died, then such Account shall be restored and the Employers shall contribute any additional amount necessary to restore such Account. 8.7 Payment With Respect to Incapacitated Participants or Beneficiaries. If any person entitled to a distribution of benefits under the Plan is under a legal disability, or in the Administrator's opinion, is incapacitated in any way so as to be unable to manage his financial affairs, the Administrator may direct the payment of such distribution to such person's legal representative or to 40 a relative or friend of such person for such person's benefit or the Trustee may direct the application of such benefits to the benefit of such person. Payments made in accordance with this Section 8.7 shall discharge all liabilities for such distribution under the Plan. 8.8 Limitation on Liability for Distributions. Anything else contained herein to the contrary notwithstanding, any distribution made under any provision of this Article VIII to a person whom the Administrator determines in good faith to be entitled to receive such distribution shall fully discharge the Plan's obligation to make such distribution, and neither the Plan, the Trustee, the Administrator, the Sponsor, the Benefit Funds Committee, nor any Employer shall have any further liability with respect to such distribution to the Participant or any other person claiming through him. 8.9 In-Service Withdrawals.
Additionally, a Participant who is a member of a reserve component (as defined in United States Code, Title 37, Section 101) and is ordered or called to active duty for a period in excess of 179 days after September 11, 2001 may take a distribution from his 401(k) Contributions Account or Roth 401(k) Contributions Account during the period beginning on the date the Participant is ordered or called to active duty and ending at the close of the active duty period.
i. the Participant's need to pay medical expenses (as defined in Section 213(d) of the Code) for the Participant, his Spouse or Same-Sex Domestic Partner, or one of his dependents (as defined in Section 152 of the Code);
3. A hardship withdrawal must be limited to the amount reasonably necessary to satisfy the financial need described above (after payment of all income taxes and penalties on the withdrawal). A withdrawal will be considered reasonably necessary to satisfy a financial need only if the Participant has obtained (i) all currently available other distributions permitted under paragraph (a) and from other plans sponsored by the Employer, and (ii) for hardship withdrawals taken prior to January 1, 2021 only, all loans permitted under Section 8.10 and from other plans sponsored by the Employer.
8.10 Loans.
43
8.11 Coronavirus-Related Distributions and Loan Relief. In accordance with Sections 2202(a) and (b) of the Coronavirus Aid, Relief, and Economic Security (CARES) Act, a Participant who is a Qualified Individual, as defined below, may access amounts in his or her Plan account through a coronavirus distribution ("CV Distribution"), and may also be eligible for special loan repayment relief during the coronavirus pandemic, as described in this Section 8.11. This Section 8.11 shall apply notwithstanding anything in the Plan to the contrary, and is intended to be administered in accordance with, and subject to the limitations of the CARES Act, Internal Revenue Service Notice 2020-50 and any future guidance, rules or regulations issued by the Internal Revenue Service. a. Qualified Individual. A Participant shall be a Qualified Individual eligible for the relief described in this Section if the Participant certifies, in accordance with the procedures established by the Administrator or its designee, that he or she has experienced one of the following events: 44
b. CV Distributions. A Participant who is a Qualified Individual may, from June 2, 2020 until December 31, 2020 (or such other end date as specified in future guidance issued by the Internal Revenue Service), take a CV Distribution from the Participant's vested Account Balance. A Participant may take as many CV Distributions as he or she chooses under the Plan; however, the aggregate amount of a Participant's CV Distribution under the Plan and any other eligible retirement plan (as such term is defined in Section 8.5) under which the Participant participates may not exceed the lesser of $100,000 (as certified by the Participant) or the Participant's vested Account Balance. A CV Distribution shall not be subject to the 10% early distribution penalty under Section 72(t) of the Code or 20% mandatory income tax withholding. In addition, a Participant who is still an Employee and who took a CV Distribution may elect to repay all or a portion of such distribution to the Plan within three years of the CV Distribution (and those repayments will not be subject to Internal Revenue Service contribution limits). The Administrator or its designee shall accept a re-contribution of a CV Distribution provided it reasonably concludes that such re-contribution is eligible for direct rollover treatment under Section 2202(a)(3) of the CARES Act, and such re-contribution is made in accordance with Internal Revenue Service Notice 2020-50. a. Loan Suspension. A Qualified Individual may suspend loan repayments for any existing loan due between June 2, 2020 through December 31, 2020. When loan payments recommence on January 1, 2021, they will subsequently be reamortized to reflect any suspended payments, adjusted for interest, and the term of the loan will be extended for up to one year, notwithstanding anything in Section 8.10 to the contrary. ARTICLE IX PLAN ADMINISTRATION 9.1 General Fiduciary Standard of Conduct. Each fiduciary under the Plan shall discharge his duties hereunder solely in the interest of the Participants and their Beneficiaries and for the exclusive purpose of providing benefits to the Participants and their Beneficiaries and defraying the 45 reasonable expenses of administering the Plan and the Trust. Each fiduciary shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of a like character and with like aims, in accordance with the documents and instruments governing the Plan and the Trust, insofar as such documents and instruments are consistent with this standard. 9.2 Allocation of Responsibility Among Fiduciaries. Plan fiduciaries shall have only those powers, duties, responsibilities and obligations specifically delegated to them under this Plan or as delegated to them by resolutions or other actions of the Board of Directors of the Sponsor taken from time to time. In addition, any authority to amend or terminate the Plan may be delegated by resolutions or other actions of the Board of Directors of the Sponsor taken from time to time. In case of any conflict between any provision of this Plan and any delegation by action of the Board of Directors of the Sponsor, the delegation by action of the Board of Directors of the Sponsor shall always govern. The Sponsor, the Administrator (if other than the Sponsor), members of the Benefit Funds Committee, the Trustee, if any, and any investment manager shall each be a "named fiduciary" as defined in Section 402(a)(2) of ERISA. Subject to this Section 9.2, the following additional provisions shall apply:
9.3 Administrator. The Plan shall be administered by the Administrator. The Administrator reserves the authority to adopt such procedures, which shall be applied in a uniform and nondiscriminatory manner, as it deems necessary to administer the Plan and to determine all questions arising under the Plan. The Administrator may designate any person, entity, committee, board or similar body to act as named fiduciary or fiduciaries, or to act as the designee of the Administrator as a fiduciary, under the Plan and allocate any and all of its duties and responsibilities under the Plan to such named fiduciary or fiduciaries, or such designee(s). If the Administrator so allocates any of its duties and responsibilities under the Plan, such named fiduciary, fiduciaries or designee(s) shall be substituted for the Sponsor whenever such term appears under the Plan with respect to any duties and responsibilities so allocated. Notwithstanding any such delegation, the Administrator shall continue to 46 be the "plan administrator" as defined under Section 414(g) of the Code and the "administrator" as defined in Section 3(16)(A) of ERISA, unless otherwise explicitly provided in such delegation. The Administrator, or its duly authorized designee, shall have discretionary authority to interpret the terms of the Plan and to determine eligibility for and entitlement to Plan benefits and shall have the discretion to take any other action with respect to the Plan in accordance with any applicable delegation. Prior exercise of such authority shall not create a precedent or obligate the Administrator (or its designee, as applicable) to exercise its authority in the same or similar fashion thereafter. Any interpretation, determination or action shall be given full force and effect and shall not be given "de novo" review if challenged by any court, agency or other authority. 9.4 Powers and Duties of Administrator. In addition to all other powers and duties set forth herein, the Administrator shall have all necessary power to accomplish its duties under the Plan, including but not limited to, the power to:
47
The Administrator, or its designee, shall have the discretionary authority to establish reasonable rules and procedures to carry out its responsibilities under the Plan and may delegate (or further delegate, as applicable) such duties and responsibilities in a writing that is filed with the Sponsor's Secretary. Any rule or procedure adopted by the Administrator, or any decision, ruling, interpretation, or determination made by the Administrator, in good faith and in accordance with the applicable fiduciary standards of ERISA shall be final, binding and conclusive on all Employers, Employees, Participants, Beneficiaries and all persons claiming through them. Rules and procedures adopted by the Administrator in accordance with this Section 9.4 may alter any provision of the Plan that is ministerial or administrative in nature and not governed by applicable law or regulation, including varying the time required for performing any act, without a formal amendment to the Plan. Wherever the Plan provides for any action to be taken or election to be made by a Participant or Beneficiary, the Administrator may establish procedures providing for such action to be taken or election to be made through the use of electronic mail, a telephone voice response system, or other electronic means, to the extent permitted by applicable law. Any delegation of authority made, rule or procedure adopted, or other action taken, by the Administrator shall remain valid and in effect until changed in accordance with the Plan. 9.5 Compensation and Expenses. All fiduciaries who are Employees shall serve without additional compensation for their services hereunder. Professional Trustees and investment managers shall be paid such compensation as may be agreed upon by the Administrator. The expenses of the administration of the Plan, including by way of example but not limitation, expenses incurred in the hiring of consultants, advisors, investment managers, attorneys and accountants, may be paid by the Trust (including directly from a Participant's Accounts), provided that the fiduciaries conclude that payment of such compensation and expenses by the Trust is permissible under ERISA. To the extent that the Plan administration expenses are not paid by the Trust, they shall be paid by the Employer. 9.6 Indemnification by Employers. The Employers shall indemnify the Administrator, all officers, employees, members and managers of the Administrator, and each Trustee for, and hold them harmless from and against, any and all liabilities, losses, costs or expenses (including reasonable attorneys' fees) of whatsoever kind and nature which may be imposed on, incurred by or asserted against them at any time by reason of their service under the Plan or the Trust as long as they did not act dishonestly or engage in willful misconduct or gross negligence in their official capacities hereunder, including all expenses reasonably incurred in their defense if the Employers fail to provide such defense. 9.7 Service in Multiple Capacities. Any person may serve in more than one fiduciary capacity hereunder, including but not limited to service as a member of the Benefit Funds Committee and as a Trustee. 48 9.8 Claims Procedure.
49 Beneficiary, Alternate Payee or any other person claiming the right to a benefit of any type under the Plan must be commenced within six (6) months after the claimant has exhausted the Plan's claim and review procedures as described herein. Any such court action must also be brought in the U.S. District Court for the Central District of Illinois, where the Plan is administered. i.? Qualified Domestic Relations Orders. Notwithstanding Section 11.2 or anything else in the Plan to the contrary, a Participant's Accounts may be distributed to an Alternate Payee in accordance with a Qualified Domestic Relations Order. The applicability and requirements for any such distribution shall be determined based on the rules provided in the Plan's Qualified Domestic Relations Order procedures, which are hereby incorporated by reference. For avoidance of doubt, only a Spouse or another Alternate Payee (as defined under Section 414(p) of the Code) may enforce a Qualified Domestic Relations Order against the Plan or a Participant's interests hereunder. ARTICLE X AMENDMENT, TERMINATION OR MERGER OF PLAN 10.1 Amendment.
10.2 Termination. a. Complete Termination. Subject to any express restrictions to the contrary in an applicable Collective Bargaining Agreement, the Sponsor, and its corporate parent Caterpillar 50 Inc., may terminate the Plan as to all Employers at any time by written notice to all of the Employers. b. Termination by an Employer. The Plan will terminate as to any Employer on the earliest date on which either of the events described in (1) and (2) below has occurred with respect to that employer:
c. Vesting Upon Termination. In the event of a termination or partial termination within the meaning of the Code, or in the event an Employer permanently discontinues making contributions to the Plan, the Accounts of each affected Participant who is employed by the Employer on the date of the occurrence of such event shall be nonforfeitable. 10.3 Plan Merger or Consolidation. The Sponsor may cause the Plan or the Trust to be merged or consolidated with, or may transfer the assets or liabilities under the Plan to, any other qualified plan or from any other qualified plan provided that the documents and other arrangements regarding such merger, consolidation or transfer provide safeguards which would cause each Participant in the Plan, if the Plan terminated, to receive a benefit in the event of a termination immediately after such merger, consolidation or transfer which is equal to or greater than the benefit the Participant would have been entitled to receive if the Plan had terminated immediately prior to such merger, consolidation or transfer. ARTICLE XI GENERAL PROVISIONS 11.1 No Employment Guarantee. Neither the establishment of the Plan nor any modification thereof, nor the creation of any fund or account, nor the payment of any benefits shall be construed as giving to any Participant or other person any legal or equitable right against the Sponsor, any Employer, the Administrator or the Trustee except as herein provided. Under no circumstances shall the terms of employment with an Employer of any Participant be modified or in any way affected hereby. The maintenance of the Plan shall not constitute a contract of employment with any Employer. Participation in the Plan will not give any Participant a right to be retained as an employee of any Employer. 11.2 Nonalienation of Plan Benefits. The rights or interests of any Participant or any Participant's Beneficiaries to any benefits or future payments hereunder shall not be subject to attachment or garnishment or other legal process by any creditor of any such Participant or beneficiary nor shall any such Participant or beneficiary have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or rights which he may expect to receive, contingently or 51 otherwise under the Plan except as may be required by Section 9.9 or otherwise by applicable law that is not pre-empted by ERISA. 11.3 Action by Sponsor or Employer. Any action required or permitted to be taken by the Sponsor may be authorized by the Board of Directors of the Sponsor or its delegate. Any action required or permitted to be taken by an Employer other than the Sponsor shall be taken by the board of directors (or comparable authority of an Employer not organized as a corporation) of such Employer or by a person or committee of persons authorized to act by said board of directors. 11.4 Applicable Law. The Plan and the Trust shall be construed in accordance with the provisions of ERISA and other applicable federal laws. To the extent not inconsistent with such laws, the Plan shall be construed in accordance with the laws of the State of Illinois. 11.5 Participant Litigation. In any action or proceeding regarding the Plan assets or any property constituting a portion or all thereof or regarding the administration of the Plan, employees or former employees of an Employer or their beneficiaries or any other persons having or claiming to have an interest in the Plan shall not be necessary parties and shall not be entitled to any notice or process. Any final judgment which is not appealed or appealable and may be entered in any such action or proceeding shall be binding and conclusive on the parties hereto and all persons having or claiming to have any interest in the Plan. To the extent permitted by law, if a legal action is begun against the Sponsor, an Employer, the Administrator, or the Trustee by or on behalf of any person and such action results adversely to such person or if a legal action arises because of conflicting claims to a Participant's or other person's benefits, the costs to the Sponsor, an Employer, the Administrator, or the Trustee of defending the action will be charged to the amounts, if any, which were involved in the action or were payable to the Participant or other person concerned. To the extent permitted by applicable law, acceptance of participation in the Plan shall constitute a release of the Sponsor, each Employer, the Administrator, and the Trustee and their respective agents from any and all liability and obligation not involving willful misconduct or gross neglect. 11.6 Participant Duties. Persons entitled to benefits under the Plan shall file with the Administrator from time to time such person's post office address and each change of post office address. Each such person entitled to benefits under the Plan also shall furnish the Administrator with all appropriate documents, evidence, data or information which the Administrator considers necessary or desirable in administering the Plan. Each Participant shall be responsible to review benefits statements, notices and other Plan communications and to notify the Administrator of any error or disagreement concerning such communication within a reasonable period of time but not more than sixty days after receipt of such communication. A Participant who fails to timely notify the Administrator of an error or disagreement concerning a benefits statement, notice or other Plan communication shall be deemed to have waived objection to such error or disagreement. Any notice or document will be properly filed with the Administrator if it is delivered by hand or sent by certified or registered mail, postage prepaid, or by reputable overnight courier or facsimile transmission, to the Administrator in care of the Sponsor at its principal executive offices. Notices shall be deemed given as of the date of delivery or, if delivery is made by mail, as of five business days after the date shown on the postmark on the receipt for registration or certification. 52 11.7 Adequacy of Evidence. Evidence that is required of anyone under the Plan shall be executed or presented by proper individuals or parties and may be in the form of certificates, affidavits, documents or other information which the person acting on such evidence considers pertinent and reliable. 11.8 Notice to Participants. A notice delivered to a Participant by hand or sent by first class mail, reputable overnight courier, or facsimile transmission addressed to the Participant or Beneficiary at his last address filed with the Administrator will be binding on the Participant for all purposes of the Plan as of the date transmitted. 11.9 Waiver of Notice. Any notice under the Plan may be waived by the person entitled to notice. 11.10 Successors. The Plan will be binding on the Sponsor and Employers, and on all persons entitled to benefits hereunder, and their respective successor, heirs and legal representatives. 11.11 Severability. If any provision of the Plan shall be held illegal or invalid for any reason, such illegal or invalid provision shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal or invalid provisions had never been contained in the Plan. 11.12 Nonreversion.
Service determines that the Plan is not so qualified, and either the period for filing an action for a declaratory judgment challenging such determination expires or such an action is filed and is unsuccessful, the Plan shall terminate and all Contributions be returned to the Employers who made them. c. General Limitations on Returns. The amount returned to an Employer pursuant to subparagraph (b)(1) or (b)(2) shall be the excess, if any, of the amount actually contributed over the amount that either would have been contributed had the mistake not occurred, or that is determined to be deductible, as applicable. Such amount shall be reduced by a pro rata share of any losses incurred by the Trust, but shall not include any earnings. A Contribution may be returned even though it has been allocated to a Participant's Account, and such Account may be reduced accordingly, but in no event shall any account be reduced below the amount that would have been allocated to it if the mistaken or non-deductible Contribution had not been made. If the amount returned under any provision of paragraph (b) represents a 401(k) Contribution, it shall be promptly paid by the Employer to the Participant. 11.13 Overpayments. If it is determined that the amounts under the Plan should not have been paid or should have been paid in a lesser amount, written notice thereof shall be given to the recipient of such amounts (or his legal representative) and he shall repay the amount of overpayment to the Trustee or other funding media under the Plan. If he fails to repay such amount of overpayment promptly, the Company may take all actions permissible under law to recover for the Plan the amount of the overpayment, including but not limited to making an appropriate deduction or deductions from any future payment or payments payable to that person (or his survivor or Beneficiary) under the Plan or from any other benefit plan of the Employer. * * * IN WITNESS WHEREOF, the Sponsor has caused the Plan to be executed by its duly authorized representative as of 12/16/2020. /s/ Cheryl H. Johnson Cheryl H. Johnson Chief Human Resources Officer SUPPLEMENT A. Employee Stock Ownership Plan A-1 Introduction. Effective January 1, 2004 or such later date as determined by the Administrator, a portion of the Plan is intended to be a stock bonus plan as defined in Treasury Regulations Section 1.401-1(b)(1)(iii) and a non-leveraged employee stock ownership plan ("ESOP") satisfying the requirements of Sections 401(a), 409, and 4975(e) of the Code. The ESOP portion of the Plan is designed to be invested primarily in Company Shares, which are qualifying employer securities within the meaning of Section 4975(e)(8) of the Code. For purposes of this Supplement A, each Participant shall be considered to be a "named fiduciary" within the meaning of (and to the extent permitted under) Section 402(a)(2) of ERISA with respect to the treatment of dividends paid on Company Shares credited to Participants' Accounts. A-2 ESOP Portion. The ESOP portion of the Plan shall consist of all amounts credited to the Company Shares Fund. The non-ESOP portion of the Plan shall consist of the balance of amounts credited to Participants' Accounts. A-3 Dividend Election. Notwithstanding anything to the contrary in paragraph 6.4(c) (or its successor provision), a Participant shall be offered an election to receive a payment or distribution of cash dividends that are paid on or after April 1, 2013 or such later effective date of this Supplement A, on Company Shares credited to his Accounts, including cash dividends paid on Company Shares credited to the Company Shares Fund. The Administrator may provide that this election may be offered:
A Participant shall be deemed to elect to have the cash dividends automatically reinvested in Company Shares, unless the Participant files a timely election with the Administrator to have all or a portion of the cash dividends paid to the Participant. Dividends that are not paid or distributed to a Participant pursuant to the election described above shall remain subject to the requirements of paragraph 6.4(c). The Administrator shall determine the scope, manner and timing of the elections, dividend payments or distributions, and reinvestment in Company Shares described in this Section A-3 and paragraph 6.4(c) in any manner that is consistent with Section 404(k) of the Code and with ERISA. A-4 Distribution in the Form of Company Shares. Notwithstanding anything to the contrary in Article VIII, a Participant entitled to a distribution from the Plan may demand that his ESOP accounts shall be distributed in the form of Company Shares. A-5 Put Option. In accordance with Section 409(h)(4), (5) and (6) of the Code, if the Company Shares are or become not readily tradable on an established market, then any Participant who A-1 otherwise is entitled to a total distribution from the Plan shall have the right (hereinafter referred to as the "Put Option") to require that his Company Shares be repurchased by the Company. The Put Option shall only be exercisable during the sixty-day (60-day) period immediately following the date of distribution, and if the Put Option is not exercised within such sixty-day (60-day) period, it can be exercised for an additional sixty (60) days in the following Plan Year.
A-6 Voting of Company Shares. The Administrator shall furnish or cause to be furnished to each Participant who has Company Shares credited to his Accounts notice of the date and purpose of each meeting of the stockholders of the Company at which shares of Company Shares are entitled to be voted. The Administrator shall request from each such Participant instructions as to the voting at that meeting of Company Shares credited to his Accounts. If the Participant furnishes such instructions within the time specified in the notification given to him, the Trustee shall vote such Company Shares in accordance with the Participant's instructions. All Company Shares credited to Accounts as to which the Trustee does not receive voting instructions as specified above shall be voted by the Trustee proportionately in the same manner as it votes Company Shares to which the Trustee has received voting instructions as specified above, unless the Trustee, in its sole discretion, determines that it would not be consistent with its fiduciary duties under ERISA to do so. A-7 Full Vesting. A Participant shall be fully vested in and have a non-forfeitable right to any cash dividends that are subject to the dividend election provisions of Section A-3, without regard to whether the Participant is vested in the Company Shares with respect to which the dividend is paid. A-8 Diversification. A Participant who has attained age fifty-five (55) and completed at least ten years of participation in the Plan may direct the Trustee to diversify a portion of the balance in his Account, as provided in Section 401(a)(28)(B) of the Code. For each of the first five Plan Years after the Participant attains age 55, the Participant may elect to diversify an amount that is not less than 25% of the number of shares of qualifying employer securities allocated to his Account, less all shares with respect to which an election under this Section A-9 has already been made. In the case of the sixth Plan Year, the Participant may elect to diversify an amount that is not less than 50% of the number of shares of qualifying employer securities allocated to his Account (less all shares with respect to which an election under this Section A-9 has already been made). The term "qualified election period" shall mean the six Plan Year period beginning with the Plan Year in which a Participant has attained age fifty-five (55) and ten years of service. A Participant's election to diversify his Account may be made within each Plan Year during the qualified election period and shall continue for the ninety (90)-day period immediately following A-2 the last day of each Plan Year in the qualified election period. Once a Participant makes such election, the Plan must complete diversification in accordance with such election within ninety (90) days after the end of the period during which the election could be made for the Plan Year. A-9 Hardship Withdrawal. A Participant who wishes a hardship withdrawal, if any, first must elect to have paid to him all cash dividends that are subject to the dividend election provisions of Section A-3, effective as of the first date allowed for new elections or changes in elections in accordance with the provisions of Section A-3. A-3 SUPPLEMENTAL B Minimum Distribution Requirements B-1 General Rules. The provisions of this Supplement B shall apply for purposes of determining required minimum distributions for calendar years beginning on or after January 1, 2003 (the effective date of the Plan). The requirements of this Supplement B will take precedence over any inconsistent provisions of the Plan, to the extent such provision would result in a violation of the requirements of this Supplement B. All distributions required under this Supplement shall be determined and made in accordance with the Treasury Regulations under Section 401(a)(9) of the Code, except that distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA. For avoidance of doubt, a Same-Sex Domestic Partner's survivor benefits shall comply with the requirements under Section 401(a)(9) of the Code for non-spousal beneficiaries. B-2 Time and Manner of Distribution.
B-1 For purposes of this Section B-2 and Section B-4, unless Section B-2(b)(iv) applies, distributions are considered to begin on the Participant's required beginning date. If Section B-2(b)(iv) applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under Section B-2(b)(i). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant's required beginning date (or to the Participant's surviving Spouse before the date distributions are required to begin to the surviving Spouse under Section B-2(b)(i)), the date distributions are considered to begin is the date distributions actually commence. c. Forms of Distribution. Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions must be made in accordance with Sections B-3 and B-4 of this Supplement. If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder must be made in accordance the requirements of Section 401(a)(9) of the Code and the Treasury Regulations. B-3 Required Minimum Distributions During Participant's Lifetime. a. Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant's lifetime, the minimum amount that must be distributed for each distribution calendar year is the lesser of:
b. Lifetime Required Minimum Distributions Continue Through Year of Participant's Death. Required minimum distributions will be determined under this Section B-3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant's date of death. B-4 Required Minimum Distributions After Participant's Death. a. Death On or After Date Distributions Begin. i. Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that must be distributed for each B-2 distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant's designated beneficiary, determined as follows:
ii. If the Participant dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the Participant's death, the minimum amount that must be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the Participant's remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. b. Death Before Date Distributions Begin. i. Participant Survived Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that must be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's account balance by the remaining life expectancy of the Participant's designated beneficiary, determined as provided in Section B-4(a). B-3
B-5 Definitions.
B-4
B-6 Waiver of Required Minimum Distributions for 2020 Plan Year. In accordance with Section 2203 of the Coronavirus Aid, Relief and Economic Security (CARES) Act, effective for required minimum distributions paid after April 1, 2020, the requirement for minimum distributions under this Supplement B shall be waived for calendar year 2020. A Participant or Beneficiary who receives a payment with respect to 2020 that otherwise would have qualified as a required minimum distribution, including payments made in 2020 prior to implementation of this Section B-6, may be permitted to roll such distribution over to an "eligible retirement plan" as defined in Section 8.5 of the Plan. Notwithstanding anything herein to the contrary, this Section B-6 is intended to and will be administered to comply with Section 2203 of the CARES Act and any subsequent guidance applicable thereto. B-5
Caterpillar Inc. 510 Lake Cook Road, Suite 100 Deerfield, Illinois 60015 February 17, 2021 Re: Caterpillar Inc. Registration Statement on Form S-8 Ladies and Gentlemen: I refer to the Registration Statement on Form S-8 (the "Registration Statement") being filed by Caterpillar Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 1,300,000 shares of Common Stock, $1.00 par value per share (the "Registered Shares"), of the Company which are issuable pursuant to the Solar Savings and Investment Plan, as amended (the "Plan"). This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. I have examined the Registration Statement, the Company's Restated Certificate of Incorporation, the Company's ByLaws, the Plan, and the resolutions adopted by the board of directors of the Company relating to the Registration Statement and the Plan. I have also examined originals, or copies of originals certified to my satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as I have considered relevant and necessary as a basis for this opinion letter. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to me for examination. As to facts relevant to the opinions expressed herein, I have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company. Based on the foregoing, I am of the opinion that each Registered Share that is newly issued pursuant to the Plan will be validly issued, fully paid and non-assessable when (i) the Registration Statement has become effective under the Securities Act; (ii) such Registered Share shall have been duly issued and delivered in accordance with the Plan and (iii) either certificates representing such Registered Share shall have been duly
executed, countersigned and registered and duly delivered to the person entitled thereto against payment of the agreed consideration therefor (in an amount not less than the par value thereof), or if any Registered Share is to be issued in uncertificated form, the Company's books shall reflect the issuance of such Registered Share to the person entitled thereto against payment of the agreed consideration therefor (in an amount not less than the par value thereof), all in accordance with the Plan. This opinion letter is limited to the General Corporation Law of the State of Delaware. I express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, other federal laws of the United States of America or any state securities or blue sky laws. In addition, to the extent that the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), pertain to provisions of the Plan, such provisions comply with the ERISA requirements. This opinion letter is limited to ERISA, the laws of the State of Illinois and the General Corporation Law of the State of Delaware. I express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, other federal laws of the United States of America or any state securities or blue sky laws. I hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to me included in or made a part of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons for whose consent is required under Section 7 of the Securities Act.
Very truly yours, /s/ Jennifer K. Schott Jennifer K. Schott Deputy General Counsel and Assistant Corporate Secretary EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Caterpillar Inc. of our report dated February 17, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Caterpillar Inc.'s Annual Report on Form 10-K for the year ended December 31, 2020. We also consent to the incorporation by reference in this Registration Statement of our report dated June 26, 2020 relating to the financial statements and supplemental schedule, which appears in the Annual Report of the Solar Savings and Investment Plan on Form 11-K for the year ended December 31, 2019. /s/ PricewaterhouseCoopers Chicago, Illinois Caterpillar: Confidential Green Fichier PDF dépôt réglementaire Document : Caterpillar Inc.: Files Form S-8 Solar Savings and Investment Plan | |||||||||||||||||||||||||||||||||||||||||
| Langue : | Français |
| Entreprise : | Caterpillar Inc. |
| 510 Lake Cook Road, Suite 100 | |
| 60015 Deerfield, Illinois | |
| États-Unis | |
| Téléphone : | 224-551-4000 |
| Internet : | www.caterpillar.com |
| ISIN : | US1491231015 |
| Ticker Euronext : | CATR |
| Catégorie AMF : | Informations privilégiées / Autres communiqués |
| EQS News ID : | 1169594 |
| Fin du communiqué | EQS News-Service |
1169594 18-Fév-2021 CET/CEST
