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Cellco Partnership - Verizon Wireless Retirement Plan
Exhibit 10.22
VERIZON WIRELESS RETIREMENT PLAN
As Amended and Restated Effective January 1, 2001 With Amendments Through the Adoption Date of this Amendment and Restatement,
including provisions intended to comply with
the Uruguay Round Agreements Act (GATT), the Uniformed Services Employment and Reemployment Act of 1994 (USERRA),
the Small Business Job Protection Act of 1996 (SBJPA), the Taxpayer Relief Act of 1997
(TRA' 97) and the Community Renewal Tax Relief Act of 2000 (CRTRA)
TABLE OF CONTENTS
VERIZON WIRELESS RETIREMENT PLAN
Article
Subject Matter Page ARTICLE I
STATEMENT OF HISTORY AND PURPOSE 1 Section 1.01
History and Rights Affected 1 Section 1.02
Qualification Under the Internal Revenue Code 1 Section 1.03
Documents 1 ARTICLE II
DEFINITIONS 2 ARTICLE III
ELIGIBILITY FOR PARTICIPATION 16 Section 3.01
Transition Benefit Participation 16 Section 3.02
UCN Annuity Pension Benefit 16 ARTICLE IV
CREDITING OF SERVICE 17 Section 4.01
Crediting of Service for Transition Benefit Credits 17 Section 4.02
Crediting of Service for UCN Annuity Pension Benefit 18 Section 4.03
Treatment of Years of Vesting Service Upon Reemployment for Amounts Credited to Transition Benefit Accounts 19 Section 4.04
Treatment of Service Upon Reemployment for UCN Annuity Pension Benefit Purposes 19 Section 4.05
Special Rules 20 ARTICLE V
UCN ANNUITY PENSION BENEFIT FORMULA 21 Section 5.01
Calculation of UCN Annuity Pension Benefit 21 Section 5.02
UCN Annuity Pension Benefit 21 Section 5.03
UCN Annuity Pension Benefit Transfer Policy 21 Section 5.04
UCN Annuity Pension Benefit Freeze 22 Section 5.05
20% UCN Annuity Pension Benefit Increase 23 ARTICLE VI
TRANSITION BENEFIT ACCOUNTS AND CREDITS 24 Section 6.01
Establishment of Transition Benefit Account 24 Section 6.02
Allocations to Transition Benefit Account 24 Section 6.03
Transition Benefit Credits 24 Section 6.04
Interest Credits 24 Section 6.05
Termination of Transition Benefit Account 25
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TABLE OF CONTENTS
(continued)
Page ARTICLE VII
ACCRUED BENEFIT 26 Section 7.01
Accrued Benefit 26 Section 7.02
Maximum Benefit Limitations 26 ARTICLE VIII
RETIREMENT BENEFITS 28 Section 8.01
Normal Retirement Benefits 28 Section 8.02
Postponed Retirement Benefits 28 Section 8.03
UCN Early and Disability Retirement Pension Benefits 28 Section 8.04
Deferred Vested Benefit 30 Section 8.05
Failure to Elect Payment by Normal Retirement Age 31 Section 8.06
Normal Retirement Benefit 31 Section 8.07
Benefits Not Affected by Subsequent Social Security Changes 31 ARTICLE IX
DEATH BENEFITS 32 Section 9.01
Death after Benefit Payment Date 32 Section 9.02
Death Prior to Benefit Payment Date 32 Section 9.03
Small Cash Balance Death Benefits 33 Section 9.04
Minimum Distribution Requirements 33 Section 9.05
Sickness Death Benefit 33 ARTICLE X
METHOD AND TIMING OF RETIREMENT BENEFIT DISTRIBUTION 35 Section 10.01
Cash-Outs 35 Section 10.02
Benefits Not Described in Section 10.01 35 Section 10.03
Optional Forms of Benefit Distribution 37 Section 10.04
Minimum Distribution Requirements 38 Section 10.05
Required Payment Date 38 Section 10.06
Accruals While Benefits Are In Pay Status 38 Section 10.07
Distributed Contracts 39 Section 10.08
Application for Benefits 39 Section 10.09
Direct Rollovers 39 Section 10.10
Non-Duplication of Benefits 40 Section 10.11
Beneficiary Designation Right 40
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TABLE OF CONTENTS
(continued)
Page Section 10.12
Form and Content of Spouse' s Consent 41 Section 10.13
Suspension of Benefit Rules 41 ARTICLE XI
PROVISIONS RELATING TO TOP-HEAVY PLANS 43 Section 11.01
Definitions 43 Section 11.02
Determination of Top-Heavy Status 45 Section 11.03
Top-Heavy Plan Minima 45 Section 11.04
No Suspension of Benefits 46 Section 11.05
Multiple Employer Plan 47 ARTICLE XII
CONTRIBUTIONS 48 Section 12.01
Employer Contributions 48 Section 12.02
Participant Contributions 48 Section 12.03
Expenses of Administration 48 Section 12.04
Contracts 48 Section 12.05
Discontinuance 48 Section 12.06
Sole Source of Benefits 49 Section 12.07
Commingling of Assets 49 ARTICLE XIII
EMPLOYEE BENEFITS COMMITTEE 50 Section 13.01
Appointment and Tenure 50 Section 13.02
Meetings; Majority Rule 50 Section 13.03
Delegation 50 Section 13.04
Authority and Responsibility of the Employee Benefits Committee 50 Section 13.05
Reporting and Disclosure 53 Section 13.06
Construction of the Plan 53 Section 13.07
Compensation of the Employee Benefits Committee 53 Section 13.08
Domestic Relations Orders 53 ARTICLE XIV
ALLOCATION AND DELEGATION OF AUTHORITY 56 Section 14.01
Authority and Responsibilities of the Employee Benefits Committee 56 Section 14.02
Authority and Responsibilities of a Trustee 56 Section 14.03
Authority and Responsibilities of the Company 56
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TABLE OF CONTENTS
(continued)
Page Section 14.04
Limitations on Obligations of Named Fiduciaries 57 Section 14.05
Designation and Delegation 57 Section 14.06
Reports to Board 57 Section 14.07
Engagement of Assistants and Advisers 57 Section 14.08
Payment of Expenses 57 Section 14.09
Bonding 58 Section 14.10
Indemnification 58 ARTICLE XV
BENEFIT APPLICATIONS AND CLAIMS PROCEDURES 59 Section 15.01
Application for Benefits 59 Section 15.02
Appeals of Denied Claims for Benefits 59 ARTICLE XVI
AMENDMENT OF PLAN 61 Section 16.01
Amendment 61 Section 16.02
Amendments to the Vesting Schedule 61 Section 16.03
Reversion 62 Section 16.04
Mergers and Consolidations of Plans 62 ARTICLE XVII
TERMINATION OF PLAN 64 Section 17.01
Right to Terminate 64 Section 17.02
Procedure for Complete Termination 64 Section 17.03
Continuance of Trust 65 Section 17.04
Nontransferability of Contracts 66 Section 17.05
Limitation on Benefits 66 Section 17.06
Recapture of Payments 67 ARTICLE XVIII
MISCELLANEOUS PROVISIONS 69 Section 18.01
Nonalienation of Benefits 69 Section 18.02
No Contract of Employment 69 Section 18.03
Severability of Provisions 69 Section 18.04
Heirs, Assigns and Personal Representatives 69 Section 18.05
Headings and Captions 70 Section 18.06
Gender and Number 70 Section 18.07
Controlling Law 70
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TABLE OF CONTENTS
(continued)
Page Section 18.08
Title to Assets; Source of Benefits 70 Section 18.09
Payments to Minors, Etc 70 Section 18.10
Reliance on Data and Consents 70 Section 18.11
Lost Payees 71 Section 18.12
Notices 71 Section 18.13
Counterparts 71 Section 18.14
Acceptance by Other Employers 71 Section 18.15
Mistaken Payments 71 APPENDIX A
ACTUARIAL ASSUMPTIONS AND FACTORS 73 APPENDIX B
PARTICIPATING EMPLOYERS 75 APPENDIX C
FORMER EMPLOYEES OF AIRTOUCH COMMUNICATIONS, INC. AND CERTAIN ACTIVE EMPLOYEES OF VODAFONE AMERICAS ASIA INC., FORMERLY, AIRTOUCH COMMUNICATIONS INC. 76
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ARTICLE I
STATEMENT OF HISTORY AND PURPOSE
Section 1.01 History and Rights Affected . The Verizon Wireless Retirement Plan (the " Plan" ), previously known as the Upstate Cellular Network Pension Plan, was originally established effective January 1, 1994 by Upstate Cellular Network, a New York partnership between Rochester Telephone Corporation and New York Cellular Geographic Services Area, Inc. The Plan was frozen as of December 31, 1996. As of December 1, 1999, Upstate Cellular Network was acquired by Cellco Partnership (d/b/a Bell Atlantic Mobile). Effective December 31, 2000, sponsorship of the Plan was transferred from Upstate Cellular Network to Cellco Partnership (d/b/a Verizon Wireless) (the " Company" ). In connection with the addition of Vodafone Group (formerly Vodafone AirTouch PLC) as a partner in the Company and its related contribution of various assets to the Company, effective as of the close of December 31, 2000, all of the assets and liabilities of the AirTouch Communications Employees Pension Plan (the " AirTouch Plan" ) were transferred to the Plan. The Plan has been amended and restated herein, effective as of January 1, 2001 (the " Effective Date" ), to reflect (a) the change in Plan sponsorship, (b) the addition of a transition benefit for eligible employees, and (c) the transfer of assets and liabilities from the AirTouch Plan. The Plan has also been amended and restated herein to comply with the requirements of the Uniformed Services Employment and Reemployment Rights Act of 1994, the Uruguay Round Agreements Act, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997 and the Community Renewal Tax Relief Act of 2000. Except where an earlier effective date is specified herein, the provisions of this amended and restated Plan shall apply only to Employees who complete an Hour of Service on or after the Effective Date. The rights of an individual who had a Separation from Service prior to the Effective Date shall otherwise be governed by the Prior Plan as in effect on the date of his Separation from Service.
Section 1.02 Qualification Under the Internal Revenue Code . It is intended that the Plan be a qualified plan within the meaning of section 401(a) of the Code and that the trust or other Funding Vehicles associated with the Plan be exempt from federal income taxation pursuant to the provisions of section 501(a) of the Code.
Section 1.03 Documents . The Plan consists of the Plan document as set forth herein, and any amendment thereto. Certain provisions relating to the Plan and its operation are contained in the corresponding Trust Agreements (or documents establishing any other Funding Vehicle for the Plan), and any amendments, supplements, appendices and riders to any of the foregoing.
ARTICLE II
DEFINITIONS
Section 2.01 " Accrued Benefit" shall mean as of a date of reference, except as otherwise provided below, the balance on that date of the Participant' s Transition Benefit Account.
(a) UCN Plan Participants . For a Participant who has a Transition Benefit Account and a UCN Annuity Pension Benefit under the Plan, the Participant' s Accrued Benefit under this Plan shall be administered in two parts, the first of which shall be the UCN Annuity Pension Benefit, and the second of which shall be the benefit which the Participant accrues subsequent to December 31, 2000 pursuant to Article VI which shall be equal to the balance of the Participant' s Transition Benefit Account.
(b) Transferred AirTouch Plan Participants . The Accrued Benefit of a Participant who has a Transition Benefit Account and an AirTouch Annuity Pension Benefit under the Plan, shall be administered in two parts, the first of which shall be the AirTouch Annuity Pension Benefit and the second of which shall be the benefit which the Participant accrues subsequent to December 31, 2000 pursuant to Article VI which shall be equal to the balance of the Participant' s Transition Benefit Account.
(c) Vodafone Retained AirTouch Plan Participants . The Accrued Benefit of a Participant who is not a Covered Employee under the Plan, but who has an AirTouch Annuity Pension Benefit under the Plan, shall be the AirTouch Annuity Pension Benefit and accruals subsequent to December 31, 2000, if any, pursuant to Appendix C.
(d) Pre-2001 Vested Pension . For a Participant who, on December 31, 2000, was a Vested Participant under the Plan or a terminated vested participant or a formerly active participant in the AirTouch Plan who had not received a total distribution of his or her pension benefit from the AirTouch Plan, the Participant' s Accrued Benefit under the Plan on and after the Effective Date shall be either a UCN Annuity Pension Benefit or an AirTouch Annuity Pension Benefit (as applicable) determined, except to the extent provided otherwise herein, under the terms of the Plan or the AirTouch Plan (as applicable) that were in effect on the date such individual ceased active participation in the Plan or the AirTouch Plan (as applicable) whether or not the individual is later employed or re-employed by a Participating Employer.
Section 2.02 " Actuarial Equivalent" shall mean, except as provided in any other provision of the Plan to the contrary, a benefit of equal actuarial value determined using the actuarial assumptions and factors set forth in Appendix A or C, as applicable.
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Section 2.03 " Affiliated Company" shall mean any entity which (a) with a Participating Employer, constitutes (1) a " controlled group of corporations" within the meaning of section 414(b) of the Code, (2) a " group of trades or businesses under common control" within the meaning of section 414(c) of the Code, or (3) an " affiliated service group" within the meaning of section 414(m) of the Code, or (b) is required to be aggregated with a Participating Employer pursuant to regulations under section 414(o) of the Code. Except as otherwise provided herein, an entity shall be considered an Affiliated Company only with respect to such period as the relationship described in the preceding sentence exists. Section 2.04 " AirTouch Annuity Pension Benefit" shall mean a pension benefit transferred to the Plan from the AirTouch Plan as of the close of December 31, 2000 and subsequent accruals, if any, pursuant to Appendix C expressed in an annuity in the normal form described in Section 10.02(a)(1).
Section 2.05 " AirTouch Plan" shall mean the AirTouch Communications Employees Pension Plan from which all of the assets and liabilities were transferred to the Plan as of the close of December 31, 2000. See Appendix C for special rules relating to the transferred assets and liabilities.
Section 2.06 " Alternate Payee" shall mean the person entitled to receive payment of benefits under the Plan pursuant to a QDRO.
Section 2.07 " Beneficiary" shall mean the person or persons (including a trust or trustee) designated by the Participant pursuant to Section 10.11 to receive death benefits payable upon the Participant' s death, other than death benefits specifically payable to the Participant' s Spouse.
Section 2.08 " Benefit Payment Date" shall mean the date (prior to the Effective Date, the first day of the month) as of which the first benefit payment (whether a single sum or an annuity installment payment) is made (or the date such payment is due, if such payment is delayed) to the Participant (or to the surviving Spouse if the Participant' s death occurs prior to such date).
Section 2.09 " Board" shall mean the board of directors or other governing body of the Company or a committee of such Board to which the Board has delegated some or all of its responsibilities hereunder.
Section 2.10 " Break in Service" shall mean that an Employee fails to complete more than 500 Hours of Service during an applicable computation period, or a Plan Year, whichever is applicable. If an Employee is absent from work by reason of pregnancy, childbirth, or placement in connection with adoption, or for purposes of care of such Employee' s child immediately
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after birth or placement in connection with adoption, such Employee shall be credited, solely for purposes of determining whether he has incurred a Break in Service, with the Hours of Service with which such Employee would have been credited but for the absence; or, if such hours cannot be determined, with eight (8) Hours of Service per normal workday. The total number of hours to be treated as Hours of Service under this paragraph shall not exceed 501. The hours described in this paragraph shall be credited either for the computation period or Plan Year, as applicable, in which the absence from work begins, if the Employee would be prevented from incurring a Break in Service in such computation period or Plan Year because the period of absence is treated as Hours of Service under this paragraph, or, in any case, for the computation period or Plan Year, as applicable, next following the one in which the absence from work begins; provided, however, that no credit shall be given under this paragraph with respect to such absence to the extent that credit is given pursuant to Section 2.25. In order for an absence to be considered as on account of the reasons described in this paragraph, an Employee shall provide the Employee Benefits Committee information establishing (a) that the absence from work is for reasons set forth in this paragraph, and (b) the number of days for which there was such an absence. Nothing in this paragraph shall be construed as expanding or amending any maternity or paternity leave policy of a Participating Employer or Affiliated Company.
Section 2.11 " Code" shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time, and any successor statute of similar purpose.
Section 2.12 " Company" shall mean, effective as of December 31, 2000, the Partnership, unless specifically indicated otherwise herein; provided, however, that as of the IPO Date, " Company" shall mean Verizon Wireless Inc., or such other Affiliated Company which serves as the public offering vehicle representing the business of the Partnership, and any successor thereto that adopts the Plan, acting in its capacity as general managing partner of the Partnership. Prior to December 31, 2000, " Company" meant Upstate Cellular Network.
Section 2.13 " Compensation" shall mean, for any Employee, for any Plan Year or Limitation Year as the case may be:
(a) For purposes of determining the Transition Benefit Credits for a given Plan Year pursuant to Article VI, except as otherwise provided below in this definition, the fixed and basic salary or wages, short term incentive payments and commissions paid by a Participating Employer to the Employee during the applicable period, and including premium pay (such as overtime pay, shift differential pay and nightwatch pay), short term disability payments, and draw and guaranteed pay paid to Employees on a commission basis, but excluding any amounts that the Employee receives during periods when he is not a Covered Employee, amounts identified as
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bonuses or incentive payments (other than the short term incentive payments specified above), fringe benefits (both cash and non-cash), moving expenses, deferred compensation, welfare benefits (other than short-term disability payments), expense allowances, and reimbursements. Notwithstanding the above, Compensation shall be determined prior to giving effect to any salary reduction election made pursuant to a Code section 401(k) or 125 plan maintained by a Participating Employer.
(b) For purposes of determining a Participant' s frozen UCN Annuity Pension Benefit pursuant to Article V of the Plan, the total of an Employee' s salary or wages (prior to January 1, 1996, the total of an Employee' s base rate of pay, bonuses and commissions) paid by the Employer during a Plan Year prior to January 1, 1997 for services actually rendered by the Employee to the Participating Employer. For any Employee participating in a Participating Employer' s 401(k) plan or cafeteria plans, the term Compensation shall include amounts contributed to such plans on behalf of the Employee pursuant to a salary reduction agreement. Compensation does not include contributions to this Plan or any other plan of deferred compensation other than a 401(k) plan (prior to January 1, 1996 nor does it include any types of extra remuneration of whatever nature (except the bonuses or commissions included in the first sentence above for such time period)). If an Employee had participated in a Partner Plan and transferred directly from a Partner to the Participating Employer, " Compensation" includes compensation, similarly determined, paid by the Partner during a Plan Year prior to January 1, 1997. No Compensation paid after December 31, 1996 shall be taken into account in determining a Participant' s frozen UCN Annuity Pension Benefit under the Plan.
(c) For purposes of Article XI and Section 7.02, wages required to be reported on IRS Form W-2, paid to the Employee during the applicable period as defined in Treas. Reg. a7 1.415-2(d)(11)(i), including, on or after January 1, 1998, any elective deferral (as defined in section 402(g)(3) of the Code) and any elective contribution or elective deferral that is excluded from gross income under section 125, 132(f)(4) or 457 of the Code. Notwithstanding the foregoing, prior to the Effective Date with respect to a Participant' s UCN Annuity Pension Benefit, for purposes of Article XI and Section 7.02, " Compensation" meant the total remuneration paid to the Participant by the Participating Employer during the Plan Year for personal services actually rendered, after the application of any salary reduction agreement the Participant may have entered into with the Participating Employer, exclusive of Employer contributions to this Plan or any other plan of deferred compensation, amounts realized upon the exercise of a stock option or the lifting of restrictions on restricted stock, amounts realized upon a disqualifying disposition of stock acquired pursuant to an incentive stock option or other qualified stock option or other qualified stock option or other amounts which receive special tax benefits provided in this Section.
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(d) For purposes of the definition of " Highly Compensated Employee" for periods on or after January 1, 1998, " compensation," as such word is defined in section 415(c)(3) of the Code, paid to the Employee for the applicable period.
(e) Effective as of December 12, 1994, for purposes of this definition an Employee' s Compensation will include the Compensation that the Employee would have received during a period of Qualified Military Service (or, if the amount of such Compensation is not reasonably certain, the Employee' s average earnings from the Company or an Affiliated Company for the twelve-month period immediately preceding the Employee' s period of Qualified Military Service); provided, however, that the Employee returns to work within the period during which his right to reemployment is protected by law.
(f) With respect to any Plan Year, only the first $170,000 (or such other amount as may be applicable under section 401(a)(17) of the Code) of the amount otherwise described in subsections (a), (b) and (c) of this definition shall be counted, except that this subsection (f) shall not apply for purposes of Section 7.02 and determining " Key Employees" under Article XI. In determining Compensation for purposes of this limitation, the family aggregation rules of section 401(a)(17)(A) of the Code, as in effect on December 31, 1996, shall apply for Plan Years beginning before January 1, 1997. Section 2.14 " Contract" shall mean any annuity, pension, retirement income, or insurance contract or policy providing for payment of benefits under the Plan, and any deposit administration or other contract or policy providing for the management of the assets of the Plan by an insurance company.
Section 2.15 " Covered Employee" shall mean, except as provided otherwise in Appendix C for purposes of Appendix C, any individual who is employed by a Participating Employer, other than (i) any person who continues to accrue a benefit under the GTE Service Corporation Plan for Employees' Pensions, (ii) any person whose terms and conditions of employment are subject to a collective bargaining agreement, unless the collective bargaining agreement provides for the eligibility of such person to participate in this Plan, (iii) any person who is a foreign national working in a foreign jurisdiction, (iv) an individual who renders services to a Participating Employer or an Affiliated Company under circumstances in which his or her wages or remuneration is paid by a third party service provider or temporary service agency, regardless of any governmental or judicial determination or holding which characterizes the individual as an employee of a Participating Employer or an Affiliated Company, including without limiting the foregoing, a leased employee as defined in section 414(n) of the Code, (v) an individual hired by a Participating Employer or an Affiliated Company as an independent contractor, consultant, or otherwise as a person who is not an employee for purposes of withholding federal employment taxes, as evidenced by payroll records or a written agreement with the individual, regardless of any contrary governmental or judicial
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determination or holding which characterizes the individual as an employee of a Participating Employer or an Affiliated Company or (vi) an individual who is employed by Vodafone Americas Asia Inc. or any of its subsidiaries.
Section 2.16 " Early Retirement Date" shall mean with respect to a Participant' s UCN Annuity Pension Benefit, the first day of the month next following the month in which the Participant retires prior to Normal Retirement Age pursuant to Section 8.03(a) or 8.03(b) and with respect to a Participant' s AirTouch Annuity Pension Benefit as specified in Appendix C.
Section 2.17 " Effective Date" shall mean January 1, 2001; provided, however, that when a provision of the Plan states an effective date other than January 1, 2001, such stated specific effective date shall apply as to that provision. Notwithstanding the foregoing, a provision of the Plan stated herein with an effective date prior to January 1, 2001 shall only apply retroactively to Participants in the Plan on such effective date.
Section 2.18 " Employee" shall mean a person who is employed by a Participating Employer or an Affiliated Company. A person who is not otherwise employed by a Participating Employer or Affiliated Company shall be deemed to be employed by any such company if he is a leased employee with respect to whose services such Participating Employer or Affiliated Company is the recipient, within the meaning of section 414(n) or 414(o) of the Code, but to whom section 414(n)(5) of the Code does not apply.
Section 2.19 " Employee Benefits Committee" shall mean the committee appointed pursuant to Section 13.01 to administer the Plan as specified herein.
Section 2.20 " Employment Commencement Date" shall mean, with respect to any person, the first date on which that person performs an Hour of Service as described in Section 2.25(a).
Section 2.21 " ERISA" shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time, and any successor statute of similar purpose. Section 2.22 " Fund" shall mean all of the assets of the Plan at a given time including all assets held by one or more Trustees (or any nominee thereof) under one or more Trust Agreements and all assets held under any other Funding Vehicles.
Section 2.23 " Funding Vehicle" shall mean a Trust Agreement or Contract under which some or all of the assets of the Plan are held and invested.
Section 2.24 " Highly Compensated Employee" shall mean, effective for Plan Years beginning on or after January 1, 1997, an Employee who performs services for a
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Participating Employer or an Affiliated Company during the Plan Year for which a determination is being made and who: (a) was at any time in the Plan Year or the immediately preceding Plan Year a five-percent (5%) owner, as defined in section 416(i) of the Code; or
(b) for the immediately preceding Plan Year received annual Compensation from a Participating Employer or an Affiliated Company in excess of $80,000, as adjusted by the Secretary of the Treasury in accordance with section 414(q) of the Code.
A former Employee shall be treated as a Highly Compensated Employee if such Employee was a Highly Compensated Employee while an active Employee in either the Plan Year in which such Employee separated from service or in any Plan Year ending on or after his 55th birthday. Section 2.25 " Hour of Service" shall mean for any Employee:
(a) An hour for which he is directly or indirectly compensated, or is entitled to be compensated by a Participating Employer or an Affiliated Company, for the performance of duties. (b) An hour for which he is entitled, either by award or agreement, to back pay from a Participating Employer or an Affiliated Company, irrespective of mitigation of damages.
(c) Each hour for which an Employee is paid, or entitled to payment, by a Participating Employer or an Affiliated Company (either directly or indirectly through a trust fund or insurer) on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including long term disability), jury duty, military duty or leave of absence.
(d) Each hour that constitutes part of the Employee' s customary work week during any period of absence in the armed forces of the United States, including, effective December 12, 1994, any period of Qualified Military Service, provided that (i) such absence is with the approval of a Participating Employer or an Affiliated Company or pursuant to a national conscription law, (ii) the Employee receives an honorable discharge, and (iii) the Employee returns to employment with a Participating Employer or an Affiliated Company within 90 days after his release from active service or any longer period during which his right to reemployment is protected by law. Notwithstanding anything in the Plan to the contrary, Hours of Service for periods of Qualified Military Service shall be provided in accordance with section 414(u) of the Code.
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(e) Anything to the contrary in subsections (a) through (d) notwithstanding: (1) For purposes of determining a Participant' s Year of Service with respect to his UCN Annuity Pension Benefit, in lieu of counting an Employee' s actual number of Hours of Service during any computation period or Plan Year, as applicable, the Employee Benefits Committee shall credit each Employee who earns at least one Hour of Service during any week of employment with 45 Hours of Service for each such week.
(2) No Hours of Service shall be credited to an Employee for any period merely because, during such period, payments are made or due him under a plan maintained solely for the purpose of complying with applicable workers' compensation, unemployment compensation, or disability insurance laws. (3) No Hours of Service shall be credited to an Employee with respect to payments solely to reimburse for medical or medically related expenses.
(4) No more than 501 Hours of Service shall be credited to an Employee under subsection (c) of this definition on account of any single continuous period during which no duties are performed by him, except as provided in subsection (d).
(5) No Hours of Service shall be credited twice.
(6) Hours of Service shall be credited at least as liberally as required by the rules set forth in Department of Labor Reg. a72530.200b-2(b) and (c).
(7) In the case of an Employee who is such solely by reason of service as a leased employee within the meaning of section 414(n) or 414(o) of the Code, Hours of Service shall be credited as if such Employee were employed and paid with respect to such service (or with respect to any related absences or entitlements) by the Participating Employer or Affiliated Company that is the recipient thereof.
(8) Except as specified otherwise herein, the number of Hours of Service to be credited to an Employee on account of a period of service with an Affiliated Company shall only include such hours during the period that the employer for whom the services are performed is a Participating Employer or an Affiliated Company. (9) Hours of Service shall be credited, without duplication, to the extent required by the Family and Medical Leave Act of 1993 and implementing federal regulations.
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(10) The Employee Benefits Committee shall determine the number of creditable Hours of Service in any computation period or Plan Year, as applicable, on the basis of any records kept by the Participating Employer that accurately reflect Hours of Service. If any payments (including back pay awards) relate to any period for which no duties are performed, the number of creditable Hours of Service shall equal the number of regularly scheduled working hours upon which the payment is based. If the payment is not calculated on the basis of units of time for which the hours may be determined, the number of creditable Hours of Service shall be equal to the amount of the payment divided by the Employee' s most recent hourly rate of compensation before the period during which no duties are performed. In no event, however, shall an Employee be credited with a greater number of Hours of Service than the number of regularly scheduled hours for the performance of services during the applicable period.
(11) Hours of Service shall be credited to the computation period or Plan Year, as applicable, in which the services were performed, the period to which the payments are made when no services are performed, or the period to which back pay awards relate, whichever is applicable.
Section 2.26 " IPO Date" shall mean the date upon which the initial public offering of the common stock of Verizon Wireless Inc., or such other Affiliated Company which serves as the public offering vehicle representing the business of the Partnership, occurs. Section 2.27 " Interest Credits" shall mean the interest credited to each Participant' s Transition Benefit Account in accordance with Section 6.04.
Section 2.28 " Investment Manager" shall mean any fiduciary (other than a Trustee or Named Fiduciary) who has the power to manage, acquire, or dispose of any asset of the Plan and who has qualified as an " investment manager" within the meaning of section 3(38) of ERISA. Section 2.29 " Limitation Year" shall mean the Plan Year.
Section 2.30 " Named Fiduciary" shall mean the Board or its delegate, the Employee Benefits Committee and the Trustee(s). Each Named Fiduciary shall have only those particular powers, duties, responsibilities and obligations as are specifically delegated to him under the Plan or the Trust Agreement(s). Any fiduciary, if so appointed, may serve in more than one fiduciary capacity. Section 2.31 " Normal Retirement Age" shall mean a Participant' s 65th birthday; provided, however, that with respect to a Participant' s UCN Annuity Pension Benefit, " Normal Retirement Age" shall mean the later of the Participant' s 65 th birthday or the fifth anniversary of the Participant' s commencement of participation in the Plan.
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Section 2.32 " Normal Retirement Date" shall mean the first day of the month coincident with or next following a Participant' s attainment of Normal Retirement Age.
Section 2.33 " Participant" shall generally mean any person who has been admitted to participation in this Plan pursuant to the provisions of Article III or Appendix C and who is:
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