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These excerpts taken from the DNA 10-K filed Feb 20, 2009. Miscellaneous.
1. Information between
Committee and Trustee. The Committee and Trustee will furnish
each other such information relating to the Plan and Trust as may be required
under the PR Code and any regulations issued or forms adopted by the Puerto Rico
Treasury Department thereunder or under ERISA and any regulations issued or
forms adopted by the US Labor Department thereunder.
2. Governing
Law. With respect to Puerto Rico Employees, the Plan will be
construed, administered and enforced according to the laws of the Commonwealth
of Puerto Rico to the extent such laws are not inconsistent with and preempted
by ERISA and/or any applicable Section of the US
Code. Notwithstanding any provision of this Supplement, to the extent
that any provision described herein is modified by applicable Puerto Rico law,
any such applicable modification shall be deemed to be incorporated herein by
reference.
A-6
APPENDIX
B
PLAN-TO-PLAN
TRANSFER OF
TANOX,
INC. 401(k) PLAN ACCOUNTS
The
Tanox, Inc. 401(k) Plan (the “Tanox Plan”) was merged with
and into the Plan effective as of November 1, 2007 (the “Tanox Transfer
Date”). All outstanding account balances under the Tanox Plan
(the “Tanox Transferred
Accounts”) were transferred in a plan-to-plan transfer (the “Tanox Plan-to-Plan Transfer”)
from the Tanox Plan to this Plan. The Plan-to-Plan Transfer was
effected in accordance with the following provisions:
B.1 Transfer of Account
Balances. The amounts credited to a Tanox Participant’s
account under the Tanox Plan immediately before the Tanox Transfer Date were
credited to his or her Account under this Plan on the Tanox Transfer
Date. For this purpose, a “Tanox Participant” means a
Participant whose account balance under the Tanox Plan was transferred to this
Plan by reason of the Tanox Plan-to-Plan Transfer.
B.2 Investment of Transferred
Account Balances. The Tanox Participants’ Plan Account
balances transferred in the Tanox Plan-to-Plan Transfer were initially invested
in such Investment Fund(s) as the Committee deemed appropriate, in its sole and
absolute discretion. As soon as administratively practicable after
the Tanox Transfer Date, the Tanox Participants were able to direct the
investment of such amounts in accordance with the procedures established under
the Plan allowing such investment direction.
B.3 Vesting of Plan
Accounts. Each Tanox Participant shall be 100% vested in all
of his or her Plan Account balance (including any amounts vested pursuant to
actions taken under the Tanox Plan prior to the Tanox Transfer Date) plus any
earnings thereon.
B.4 Optional Forms of
Distribution. Notwithstanding any contrary Plan provision, a
Tanox Participant’s Plan Account attributable to amounts accrued under the Tanox
Plan and transferred to this Plan in the Tanox Plan-to-Plan Transfer shall
continue to be subject to any optional form of distribution available with
respect to such assets under the Tanox Plan to the extent that under
Section 411(d)(6) of the Code such optional forms of distribution cannot be
eliminated; however, effective with this restatement of the Plan, any such Tanox
Plan benefits required to be preserved have been incorporated into the terms of
the Plan and made available to all Plan Participants.
B-1
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