Exhibit 4.4
SUMMARY
PLAN DESCRIPTION
FOR
THE
QUALIFIED
EMPLOYEE STOCK PURCHASE PLAN OF
GENERAL
COMMUNICATION, INC.
FOR
EMPLOYEES OF
GENERAL
COMMUNICATION, INC.
AND
ITS
PARTICIPATING AFFILIATED EMPLOYERS
Effective
Date of
Summary
Plan Description:
January
1, 2008
_____________________________________________________________________________
This document
constitutes part of a prospectus covering securities that have been registered
under the Securities Act of 1933.
_____________________________________________________________________________
QUESTIONS
AND ANSWERS ABOUT THE
QUALIFIED
EMPLOYEE STOCK PURCHASE PLAN OF
GENERAL
COMMUNICATION, INC.
Effective Date of
Questions and Answers: January 1, 2008
Introduction
General
Communication, Inc. (the “Company”) maintains the Qualified Employee Stock
Purchase Plan (the “Plan”) for the exclusive benefit of its employees and the
employees of its participating direct and indirect subsidiaries. To
acquaint participants with the Plan, this summary plan description describes the
major provisions of the Plan. If the participant finds that not every
question concerning the Plan is answered, the Plan, including the trust
agreement established for the Plan (the “Agreement”), is available for
participant examination at the office of the Plan Administrator. If
there is a discrepancy between the provisions of the Plan and this document, the
actual text of the Plan governs all matters.
The offer of shares
of Class A Common Stock of General Communication, Inc. (the “Company Stock”)
allocated under the Plan has been registered pursuant to the Securities Act of
1933, as amended, and other information regarding the Plan and the Company is
available through the Plan Administrator, the Securities and Exchange
Commission, or the Company.
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1.
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What is the purpose of
the Plan?
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The purpose of the
Plan is to provide eligible employees with a voluntary and convenient means for
regular and systematic savings and purchases of Company Stock. The
Plan is designed to enable the participants to acquire a proprietary interest in
the Company and to provide benefits upon retirement.
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2.
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What is the history of
the Plan?
|
The Plan became
effective on January 1, 1987, and has been amended several
times. This summary reflects the terms of the Plan as of January 1,
2008. The Company has made contributions that match a participant’s
Salary Reductions and Nonqualified Voluntary Contributions of up to 10% of
participants’ gross salary since the Plan’s inception.
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3.
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Who is eligible to
participate in the Plan?
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Any employee of the
Company or its participating affiliates (other than an independent contractor or
union employee covered by a collective bargaining agreement if retirement
benefits are the subject of good faith bargaining) who has completed one year of
service with the Company is eligible to become a participant in the
Plan. A “year of service” for eligibility purposes means a
12-consecutive month period in which a participant is credited with 1,000 or
more hours of service. The 12-month period is measured from the day
the participant begins work to the anniversary of that date. A
participant may enter the Plan at the next quarterly entry date (January 1,
April 1, July 1 or October 1) after completing a year of
service. Years of service also may include service with certain
companies that are acquired by the Company or its affiliates, or for certain
employees who previously performed services for the Company under a management
or outsourcing contract. Please see the Plan Administrator if you
have questions about these special rules.
If, on the first
year anniversary date, a participant does not meet the minimum requirements to
be eligible to participate in the Plan, upon the second year anniversary date
and each subsequent anniversary date, the Company will again review its records
during the last twelve months to redetermine a participant’s
eligibility. If at that time the participant is found to be eligible,
participation may begin on the next quarterly entry date (January 1, April 1,
July 1 or October 1).
For example, if an
employee was hired on January 11, 2008, and is credited with 800 hours of
service in the first year of employment (January 11, 2008, to January 10, 2009),
that employee is not eligible to become a participant in the Plan after the
first year of employment. However, if that employee was credited with
1,000 hours of service in the next year (January 11, 2009, to January 10,
2010) that employee may become a participant on the next entry date of the Plan
(April 1, 2010).
An
employee will be credited with one “hour of service” for each hour for which the
employee is paid by the Company. This includes working and nonworking
hours for which an employee is paid, including overtime, vacation, and sick
leave. No more than 501 hours will be credited to any employee on
account of a single continuous period during which the employee performs no
duties.
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4.
|
How does one become a
participant in the Plan?
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Once an employee
has completed one year of service with the Company (including the 1,000 hour
requirement described above), that employee may become a participant by filing
with the Plan Administrator an enrollment form on which consent is given to make
contributions to the Plan by payroll deductions, in the form of either Salary
Reduction Contributions or Nonqualified Voluntary Contributions. The
enrollment form is enclosed in the packet provided to all newly eligible
participants. Additional forms are available from the Plan
Administrator. An enrollment form will become effective on the
calendar quarters beginning January 1, April 1, July 1, or October 1 immediately
following the date on which the form is returned to and processed by the Plan
Administrator. Eligible employees who elect not to participate must
complete the waiver of participation section of the enrollment form and return
that form to the Plan Administrator. Failure to complete and return
the enrollment form will be considered an election not to become a
participant. An eligible employee may revoke his or her decision not
to participate and become a participant on any subsequent January 1, April 1,
July 1, or October 1 as long as the employee still meets eligibility
requirements on that subsequent entry date. A participant must file
the enrollment form at least two weeks prior to the quarter beginning January 1,
April 1, July 1, or October 1 selected to enroll.
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5.
|
How is the Plan
administered?
|
The Plan is
administered jointly by a Plan Committee and a Plan Administrator appointed by
the Board of Directors of the Company. The Plan Committee is made up
of members that represent management and non-management
personnel. The Plan Committee assumes the major responsibilities for
the interpretation of the Plan. The Plan Administrator is responsible
for the day-to-day operation of the Plan and also for reporting and disclosure
requirements of federal and state law. Any questions or comments
concerning policy issues regarding the Plan should be directed to the Plan
Administrator.
The Board of
Directors of the Company appoints the Trustees of the Plan, who are listed later
in this summary. The Company Stock and other assets of the Plan
resulting from Company and participant contributions are administered by the
Trustee.
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6.
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What is the fiscal
year of the Plan?
|
The fiscal year of
the Plan (the “Plan Year”) begins on January 1 and ends on December
31. The records of the Plan including the trust formed under the
Agreement are maintained on such fiscal year.
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7.
|
How are contributions
to the Plan made?
|
The Company and
participating eligible employees make contributions to the
Plan. Participant contributions to the Plan fall under two different
categories: (1) Salary Reduction Contributions and
(2) Nonqualified Voluntary Contributions.
In
addition, the Company may make Company Matching Contributions, as described in
Question 8, based on the Salary Reduction and/or the Nonqualified Voluntary
Contributions that participants make to the Plan.
(1) Salary
Reductions: Under this category, an eligible employee elects
to reduce his or her taxable compensation by a percentage of his or her eligible
compensation. You may contribute up to 50% of your eligible
compensation in each year (12% for highly compensated employees, as defined by
the IRS), up to a maximum of $15,500 in 2008.
In
addition, if you reach age 50 by December 31, you may contribute an additional
amount to the Plan as a Salary Reduction Contribution for the Plan
Year. This is called a “catch-up” contribution, and the catch-up
contribution amount is $5,000 in 2008.
Salary Reduction
Contributions will not be subject to federal income tax in the year earned but
will be taxed when they are distributed from the Plan. Salary
Reduction Contributions will remain subject to FICA (Social Security
tax). Earnings on Salary Reduction Contributions will be taxed when
they are distributed to the participant.
Changes can be made
in the amount of Salary Reduction Contributions for a participant without
penalty. A Change Request Form must be submitted to the Plan
Administrator at least two weeks prior to the calendar quarter that the change
is to become effective. Under this category, Salary Reduction
Contributions through payroll deductions are the only means for making
participant contributions. Participant Salary Reduction Contributions cannot be
made or changed retroactively.
The Plan
Administrator will limit a participant’s Salary Reduction Contributions each
year to the maximum allowable amount specified above.
(2) Nonqualified Voluntary
Contributions: Under this category, each participant may
contribute to the Plan for each Plan Year during which he or she is a
participant a percentage of his or her eligible compensation as a Nonqualified
Voluntary Contribution, provided that such amount will not exceed 10% of his or
her eligible compensation for each payroll period.
Nonqualified
Voluntary Contributions will be taxed as “ordinary income” in the year in which
the participant makes the contribution; however, the earnings on the
contribution will not be taxed until they are distributed at some later
date. Therefore, a participant can accumulate some tax deferred
income, and will receive the Nonqualified Voluntary Contributions back tax free
at the time of distribution.
Nonqualified
Voluntary Contributions must be made by payroll deductions. All
Nonqualified Voluntary Contributions for the Plan Year must be made during the
Plan Year.
(3) Limits on Annual
Additions: The overall limit on annual additions to a
participant’s account in the Plan is the lesser of 100 percent of the
participant’s gross compensation or $46,000 for 2008 (as adjusted from time to
time), plus the amount of any catch-up contributions. Annual
additions include Salary Reduction Contributions, Nonqualified Voluntary
Contributions, Company Matching Contributions, and forfeitures. The
Plan Administrator will ensure that the overall limit on contributions is
observed so as to minimize the necessity of returning funds to a
participant.
(4) Eligible
Compensation: Eligible compensation under the Plan will
include the Participant’s gross compensation from the Company (including Salary
Reduction Contributions and Nonqualified Voluntary Contributions to this Plan,
and employee contributions to any cafeteria plan and any qualified
transportation fringe benefit plan), commissions, bonuses, and overtime pay, but
eligible compensation will NOT include relinquished vacation pay, unused sick
pay, insurance premiums, pension and retirement benefits, living expenses, other
allowances, and all Company contributions to this Plan and to any other
tax-qualified plan or health, accident or welfare plan. Eligible
compensation under the Plan is limited to $230,000 per Plan Year (this amount
will be adjusted in 2009 and later years).
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8.
|
What contributions
does the Company make and what is the formula for the Company’s
contributions?
|
The Company may
make Company Matching Contributions each Plan Year. The annual
contribution of the Company will be equal to a stated and nondiscriminatory
percentage of each participant’s contributions (both Salary Reduction
Contributions and Nonqualified Voluntary Contributions) to the
Plan.
The Company will
contribute $1.00 for each $1.00 you contribute, up to the maximum amount
determined by the Company each year, but not to exceed 10% of your eligible
compensation.
In
addition, the Company Matching Contribution may not exceed 10% of the
participant’s eligible compensation per payroll period. Each year,
the Board of Directors of the Company will decide by resolution the percentage
to be contributed for such year.
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9.
|
What happens to
contributions to the Plan?
|
Participant
Accounts
The Plan Committee
will maintain an account in each participant’s name showing the balance of the
participant’s share in the Company Matching Contributions, the contributions the
participant makes in each category, and the equivalent number and value of
shares of Company Stock held in the participant’s account. The Plan
Committee will distribute, or cause to be distributed, to each participant
quarterly a written statement setting forth the value of such participant’s
accounts, and such other information as the Plan Committee will
determine.
Company Stock will
be valued at the closing sales price of that stock on the Nasdaq National Market
(or other principal United States securities exchange on which such security is
listed or admitted to trading, or if such security is not listed or admitted to
trading on any such exchange, the last reported sale price on the National
Market System of the Nasdaq Stock Market (or other comparable quotation
system)).
All contributions
to the Plan are deposited with the Trustee, and will be invested by the
participant as described below. Ordinary brokerage house commissions
will be considered as part of the cost of purchase of the Company
Stock. The assets of the Plan, including the Company Stock, are
valued on a daily basis each business day that the stock markets are open, and
the value of a participant’s account in Plan also is valued every business
day. The Company Stock will be allocated to a participant’s account
no later than on a quarterly basis.
Participant Investment
Direction of Account
Participants have
the right to direct how their participant contributions (Salary Reduction
Contributions, Nonqualified Voluntary Contributions, and rollover contributions)
and Company Matching Contributions allocated to their accounts will be
invested. The Trustee will offer participants several different
investment categories and also will offer participants the election to invest in
Company Stock.
Investment
Alternatives
You may direct the
investment of your account in any of the investment alternatives offered by the
Plan Committee.
• General
Communication, Inc. Class A Common Stock (“Company Stock”)
• UBOC
Stable Value Fund
• PIMCO
Total Return Admin
• American
Beacon Large Cap Value Plan
• Fidelity
Spartan Total Market Index Adv
• Harbor
Capital Appreciation Adm
• HighMark
Small Capital Value Fund
• Managers
Special Equity Managers
• American
Funds EuroPacific Gr R4
• Phoenix
Real Estate Securities A
• Allianz
RCM Technology A**
• Eaton
Vance Dividend Builder A**
• Barclays
Global Investors LP Retire I
• Barclays
Global Investors LP 2010 I
• Barclays
Global Investors LP 2020 I
• Barclays
Global Investors LP 2030 I
• Barclays
Global Investors LP 2040 I
**These funds are
frozen to new investments, but participants may sell their holdings at any
time.
Financial
performance data for past periods for each investment option is provided on the
last pages of this summary. More detailed descriptions of each of the
general investment options are contained in recent prospectuses (if any) and
reports prepared by, and which may be obtained directly from, the issuers of the
investment option. Additional information about Company Stock is
included in Question 23.
If
you do not elect the investments of your own contributions to the Plan
(including your Salary Reduction Contributions, your Nonqualified Voluntary
Contributions, and any rollover contributions you make to the Plan) and the
Company Matching Contributions made to your account, those contributions will be
invested in the Barclays Global Investors LP Fund appropriate for your projected
normal retirement age.
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10.
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What happens to the
earnings on contributions?
|
Any earnings or
losses on the Company Stock allocated to each participant’s account will accrue
directly to those shares, as the fair market value of those shares may
fluctuate. Any earnings or losses on the investment of your account
in investments other than the Company Stock will be allocated directly to your
account.
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11.
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How will a
participant’s benefits under the Plan be
determined?
|
A
participant will be 100 percent vested in his or her account at retirement, the
participant’s total disability, or death while employed with the
Company. A participant also is 100 percent vested in his or her own
contributions, i.e.,
Salary Reduction Contributions, Nonqualified Voluntary Contributions, and
rollover contributions. If a participant leaves the Company prior to
retirement, death, or total disability, the percentage of a participant’s share
in Company Matching Contributions that is nonforfeitable (vested) will be
determined by the number of years of service the participant has with the
Company and any affiliated Company (see Question 12 to see how these years are
calculated), in accordance with the following schedule. Remember that
the vesting schedule is based on a participant’s tenure with the Company, not
the number of years in the Plan.
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Years of Service with
Company
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Percentage of Vesting
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|
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Fewer than
1
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0
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1 or more but
fewer than 2
|
20
|
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2 or more but
fewer than 3
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30
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3 or more but
fewer than 4
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45
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4 or more but
fewer than 5
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60
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5 or more but
fewer than 6
|
80
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6 or
more
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100
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If
a participant terminates employment, the participant will forfeit the portion of
his or her account attributable to Company Matching Contributions which are not
vested, and the forfeited account will be used to reduce administrative costs to
the Plan or will be used to reduce the Company Matching Contribution made to the
Plan. The Plan Committee will make the decision regarding the use of
forfeitures.
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12.
|
How is a year of
service determined for
vesting?
|
To
determine a participant’s place on the vesting schedule, count one year of
service for a calendar year (January 1 to December 31) in which the participant
is credited with 1,000 or more hours of service. During any calendar
year, a participant’s hours of service with the Company will be totaled to
determine whether the participant has completed 1,000 or more hours of
service. Hours completed during a period when the participant is
ineligible for Plan participation because the participant is a union employee
also will be counted if the participant is no longer a union employee. If the
participant is credited with between 500 and 1,000 hours in any calendar year,
the participant will receive no vesting credit and the participant will not be
awarded a partial year of service, which means the participant will not advance
on the vesting schedule even if the participant had several calendar years of
fewer than 1,000 hours of service.
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(a)
|
What is a
break in service?
|
Failure to be
credited with more than 500 hours in any calendar year is called a “break in
service.”
|
(b)
|
What is the
effect of a break in service?
|
All years of
service prior to any period of up to five consecutive 1-year breaks in service
generally will be counted in determining who may become a
participant. The percentage of vesting in Company contributions made
prior to five or more consecutive 1-year breaks in service will not be increased
by service after the break.
|
(c)
|
What happens
if a participant leaves the employ of the Company but later returns to
employment?
|
If
a participant terminates employment with the Company while any portion of the
participant’s account under the Plan is forfeitable and receives distribution
from the Plan before the close of the second Plan Year after termination, the
participant will have the right to repay such distribution and to have his
forfeited account restored. Repayment may be made only if the
participant is reemployed by the Company or any associated company prior to the
earlier of (i) the date which is five years after the date the participant is
reemployed by the employer or (ii) the date on which the participant experiences
any five consecutive 1-year breaks in service commencing after the
distribution. If a participant returns to the employ of the Company
but does not repay the distribution, the participant will forfeit any amount
which was not vested prior to the participant’s termination of
employment. Repayment of Salary Reductions is not allowed under this
section.
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13.
|
What are the rules for
participant withdrawals from the
Plan?
|
A
participant may request withdrawal of his or her account, subject to the rules
below, attributable to the contributions the participant has made including any
earnings, losses, and changes in fair market value of such contributions by
providing a written request with the Plan Administrator at least two weeks
before the end of the calendar quarter.
(1) Salary
Reductions: A participant may withdraw Salary Reduction
Contributions to the Plan upon hardship (as defined below).
(a) Early
Retirement. The requirements for early retirement are the
completion of 10 years of service with the Company and/or affiliated companies
and the attainment of age 59-1/2. If a participant makes a withdrawal
upon eligibility for early retirement, the participant will not be eligible to
participate in the Plan again and will forfeit all income which otherwise would
have been credited to the participant’s account on the last day of the year in
which the participant makes the withdrawal.
(b) Hardship. Serious
financial hardship means an immediate and heavy financial need of the
participant. Financial needs that are considered immediate and heavy
include (i) certain medical expenses of the participant and his or her
dependents, (ii) costs directly related to the purchase of the participant’s
principal residence, (iii) payment of tuition and related educational fees for
the next twelve months of post-secondary education for the participant and his
or her dependents, (iv) prevention of the eviction of the participant or the
prevention of the foreclosure on the mortgage of the participant’s principal
residence, (v) payment for expenses to repair damage to the participant’s
principal residence that would qualify for a casualty loss deduction under IRS
rules (determined without regard to whether such loss exceeds any percentage of
the participant’s adjusted gross income), including damage due to fire, natural
disaster, or other similar unforeseeable event, and (vi) payment for funeral or
burial expenses for the participant’s deceased spouse, parent, child or
dependent. Withdrawal of Salary Reduction Contributions for hardship
cannot exceed the amount necessary to meet the financial need and the amount of
the financial need cannot be reasonably available from other
resources. Other resources that the participant must exhaust before a
hardship withdrawal will be made include loans from commercial sources and from
this Plan, insurance reimbursement, reasonable liquidation of the participant’s
assets, and cessation of Salary Reduction Contributions. A
participant will not be permitted to make Salary Reduction Contributions to the
Plan for six months after the receipt of the withdrawn funds.
The only amounts
available for hardship withdrawals will be the Salary Reduction amounts
(excluding earnings) and rollover contributions (including earnings) in a
participant’s account. The earnings on the Salary Reduction amounts,
Company Matching Contributions, and any Nonqualified Voluntary Contribution
amounts will not be available for hardship withdrawals.
Hardship
withdrawals will be distributed only in cash. Hardship withdrawals
are not
eligible for rollover treatment.
(2) Nonqualified Voluntary
Contributions: Withdrawals are permitted on a quarterly
basis. Requests must be made at least two weeks prior to the end of
the quarter. The Plan Committee will direct the Trustee to distribute
the amount requested to the participant. The Trustee will distribute
the assets attributable to the withdrawn contributions subject to any penalties
which may be imposed by virtue of early withdrawal as soon as reasonably
possible after the withdrawal date. A participant who makes
withdrawal of any Nonqualified Voluntary Contributions may not contribute to the
Plan until the first calendar quarter commencing six months after withdrawal is
made. Any expenses attributable to any withdrawal will be charged to
the account of the participant requesting the withdrawal. Vested
benefits under the Plan may not be forfeited because a participant withdraws the
participant’s Nonqualified Voluntary Contributions.
(3) Company
Contributions: A participant’s account attributable to Company
contributions is distributable only when the participant retires for purposes of
this Plan, becomes totally disabled, dies, or otherwise terminates employment
with the Company in accordance with the terms of the Plan. If a
participant is age 59-1/2 with at least ten years of service with the Company,
the participant may elect to retire for purposes of this Plan and receive
distribution of the participant’s Company contributions even though the
participant does not terminate employment. An election to retire will
be filed with the Plan Committee. If a participant elects to retire for purposes
of the Plan, the participant will not be eligible for reinstatement in the
Plan.
(4) Rollover
Contributions: A participant may withdraw rollover
contributions to the Plan upon hardship (as defined in Question 13(1)(b)
above). Withdrawals due to hardship cannot exceed the amount
necessary to meet the financial need and the amount of the financial need cannot
be reasonably available from other resources.
Hardship
withdrawals of rollover contributions will be distributed only in
cash.
(5) Benefit Commencement
Date: A participant must begin to withdraw benefits no later
than April 1 of the calendar year following the later of (a) the calendar year
in which the participant attains age 70-1/2 or (b) the calendar year in which
the participant retires. However, a 5% owner of the Company must begin to
withdraw benefits no later than April 1 of the calendar year following the
calendar year in which the 5% owner attains age 70-1/2.
(6) Penalty Tax on Early
Withdrawals: A 10 percent additional tax will be imposed on
early withdrawals from the Plan. The tax is 10 percent of the taxable
amount of the distribution. The following exceptions to this rule
will apply to distributions made on account of:
|
(c)
|
Payment over
life expectancy;
|
|
(d)
|
Attainment of
age 55 and separation from service;
|
|
(e)
|
Payment of
certain medical expenses; and
|
|
(f)
|
Payment to an
alternate payee under a Qualified Domestic Relations
Order.
|
The penalty tax is
due on any portion of the distribution which is to be included in ordinary
income. Nonqualified Voluntary Contributions will have already been
taxed and already included in ordinary income; therefore these amounts will not
subject to the penalty tax on early withdrawal.
(7) Withholding on Distributions
Not Rolled Over: For any taxable distribution not rolled over
in a direct rollover distribution, regulations provide that the payor of the
distribution must withhold 20% of the distribution for income tax
withholding. The maximum amount withheld may not exceed the total
amount of money and the fair market value of other property distributed
(excluding employer securities).
|
14.
|
When does a
participant’s account become
distributable?
|
A
participant’s vested interest in the Plan will be retained and kept invested in
the trust fund until the participant retires, becomes totally disabled, dies, or
otherwise terminates employment with the Company.
|
15.
|
What benefits are
payable when benefits become
distributable?
|
Generally,
distributions of a participant’s vested account will be made in
cash. However, at the election of the participant, the portion of the
participant’s vested account which is invested in Company Stock will be
distributed in whole shares of Company Stock.
If
the participant’s vested account exceeds $1,000 (including any rollover
contributions to this Plan), upon the participant’s written consent, the
participant’s total vested account balance will be distributed as
follows:
(a) Upon retirement,
disability, or termination of employment, a participant’s account attributable
to participant contributions, plus any earnings thereon, are distributed to the
participant in a lump sum if the participant makes a request for distribution to
the Plan Committee. Distribution of a participant’s account
attributable to participant contributions will be made as soon as possible after
the request for distribution.
(b) If a participant
terminates employment because of retirement or total disability, the participant
may receive, commencing not later than 60 days after the close of the Plan Year
in which the participant’s termination of employment occurred, the participant’s
entire interest in the Plan in either (a) one lump sum or (b) annual
installments over a 5-year period. If the participant dies before
receiving all of the participant’s vested interest, the remaining installments
will be paid to the participant’s beneficiary.
(c) If the participant
dies while a participant, the participant’s interest under the Plan will be
distributed to the participant’s beneficiary as soon as administratively
feasible following the participant’s death in either (a) a one lump sum or (b)
annual installments over a 5-year period, as elected by the
beneficiary.
(d) If the participant
terminates employment for any reason other than retirement, total disability, or
death, the participant’s vested interest in the Company’s contributions to the
Plan will be distributed in either (a) a lump sum or (b) annual installments
over a 5-year period beginning within 60 days after the end of the Plan Year in
which the participant terminates employment, or after any later year, as elected
by the participant.
(e) If a participant
satisfies the years of service requirement for early retirement age, the
participant’s vested interest in the Plan will be distributed within 60 days
after the end of the Plan Year in which the participant attains early retirement
age if that date is earlier than the date on which a participant’s vested
interest is otherwise distributable.
If
the participant’s vested account is less than $1,000 (including any rollover
contributions), distribution will be made under the preceding paragraphs in a
lump sum without the participant’s consent.
|
(a)
|
What is a
participant’s retirement date?
|
A
participant’s normal retirement date as a participant will be the last day of
the calendar quarter in which the participant reaches age 65. Upon
application to and approval by the Plan Committee, a participant may retire for
purposes of this Plan any time after age 59-1/2 with ten years of
service. Benefits must commence the later of the year following the
year in which the participant attains age 70-1/2 or the year the participant
retires.
|
(b)
|
What is total
disability?
|
Total disability
means a disability that permanently renders a participant unable to perform
usual duties of employment with the Company, as determined by a physician
selected by the Plan Committee, and which results in the participant’s
termination of employment with the Company.
|
16.
|
May I borrow money
from the Plan?
|
The Committee has
established a uniform and nondiscriminatory policy for making participant loans.
Loans are available to all Plan participants if the participant meets the
credit-worthiness and financial need requirements that would be considered in a
normal commercial setting by an entity in the business of making similar types
of loans. All loans under the Plan to any individual participant may
not exceed the lesser of (a) $50,000, reduced by the participant’s highest
outstanding loan balance during the year before the loan date, or (b) the
greater of $10,000 or one-half of the value of the participant’s vested account
balance.
Loans from this
Plan are subject to several conditions that you must meet and to which you must
agree. Ask the Plan Administrator for the participant Loan Policy for
more information on participant loans.
|
17.
|
How does a participant
designate a beneficiary?
|
A
participant may designate a beneficiary on the Employee Stock Purchase Plan
enrollment form which is to be filed with the Plan Administrator. It
is important to keep a current beneficiary designated on the Employee Stock
Purchase Plan enrollment form at all times so that this important asset will be
handled according to the participant’s wishes. The form may be
changed at any time. If a participant fails to designate a beneficiary or if the
beneficiary or beneficiaries that have been designated die before a participant
does, the participant’s interest in the Plan will be paid to the participant’s
surviving spouse, or if none, the personal representative of the participant’s
estate.
If
a participant is married and designates a beneficiary other than his or her
spouse, the spouse must sign a special consent form witnessed by a member of the
Plan Committee or a notary public, in order for benefits to be paid to the other
designated beneficiary. Both the beneficiary form and the special
consent form are available from the Plan Administrator.
|
18.
|
What remedy does a
participant have if the participant’s benefits under the Plan are
denied?
|
A
claim for benefits may be filed with the Plan Administrator by the participant,
by the participant’s beneficiary or by a duly authorized
representative. The Plan Committee will review the claim and will
notify the claimant whether such claim has been granted or denied within 90 days
after receipt of such claim unless special circumstances require an extension of
time for processing the claim. If an extension is required, the claimant will be
notified in writing before expiration of the initial 90-day
period. If the claim is denied, the claimant will receive a written
notice explaining the denial in detail.
The claimant may
file with the Plan Committee a written request for review of the claim within 60
days after the participant is notified of the denial. When the
claimant files a request for review, the Company will appoint a claims reviewer
who will make and explain the reviewer’s decision on the claim to the claimant
within 60 days of receipt of the claimant’s request unless special circumstances
require an extension of time for processing, in which case a decision will be
made not later than 120 days after receipt of the claimant’s
request. If an extension is necessary, the claimant will receive
written notice of the extension prior to the expiration of the 60-day period
after the first denial.
|
19.
|
What other rights does
a participant have under the
law?
|
As
a participant in the Plan, you are entitled to certain rights and protection
under the Employee Retirement Income Security Act of 1974
(“ERISA”). ERISA provides that all Plan participants will be entitled
to:
|
(a)
|
Examine,
without charge, at the Plan Administrator’s office and at other specified
locations, such as worksites and union halls, all Plan documents including
insurance contracts, collective bargaining agreements, and a copy of the
latest annual report (Form 5500 Series) filed by the Plan with the U.S.
Department of Labor, and available at the Public Disclosure Room of the
Employee Benefits Security
Administration.
|
|
(b)
|
Obtain, upon
written request to the Plan Administrator, copies of documents governing
the Plan, including insurance contracts and collective bargaining
agreements, and a copy of the latest annual report (Form 5500 Series) and
updated summary plan description. The Administrator may make a
reasonable charge for the copies.
|
|
(c)
|
Receive a
summary of the Plan’s annual financial report. The Plan
Administrator is required by law to furnish each participant with a copy
of this summary financial report.
|
|
(d)
|
Obtain a
statement telling you whether you have a right to receive a benefit at
normal retirement age (age 65) and if so, what your benefits would be at
normal retirement age if you stop working under the Plan
now. If you do not have a right to a benefit, the statement
will tell you how many more years you have to work to get a right to a
benefit. This statement must be requested in writing and is not
required to be given more than once every twelve months. The
Plan must provide the statement free of
charge.
|
In
addition to creating rights for Plan participants, ERISA imposes duties upon the
people who are responsible for the operation of the employee benefit
plan. The people who operate your Plan, called “fiduciaries” of the
Plan, have a duty to do so prudently and in the interest of you and other Plan
participants and beneficiaries. No one, including your employer, your
union, or any other person, may fire you or otherwise discriminate against you
in any way to prevent you from obtaining a benefit or exercising your rights
under ERISA.
If
your claim for a benefit is denied or ignored, in whole or in part, you have a
right to know why this was done, to obtain copies of documents relating to the
decision without charge, and to appeal any denial, all within certain time
schedules. Under ERISA, there are steps you can take to enforce the
above rights. For instance, if you request a copy of Plan documents
or the latest annual report from the Plan and do not receive them within 30
days, you may file suit in federal court. In such a case, the court
may require the Plan Administrator to provide the materials and pay you up to
$110 a day until you receive the materials, unless the materials were not sent
because of reasons beyond the control of the Administrator. If you
have a claim for benefits which is denied or ignored, in whole or in part, you
may file suit in a state or federal court. In addition, if you
disagree with the Plan’s decision or lack thereof concerning the qualified
status of a domestic relations order, you may file a suit in federal
court.
If
it should happen that Plan fiduciaries misuse the Plan’s money, or if you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in a federal
court. The court will decide who should pay court costs and legal
fees. If you are successful, the court may order the person you have
sued to pay these costs and fees. If you lose, the court may order
you to pay these court costs and fees, for example, if it finds your claim is
frivolous.
If
you have any questions about the Plan, you should contact the Plan Administrator
or Plan Committee at the addresses on the last page of this
summary. If you have any questions about this summary or about your
rights under ERISA, or if you need assistance in obtaining documents from the
Plan Administrator, you should contact the nearest office of the Employee
Benefits Security Administration, U.S. Department of Labor, listed in your
telephone directory or the Division of Technical Assistance and Inquiries,
Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington, D.C. 20210. You also may obtain
certain publications about your rights and responsibilities under ERISA by
calling the publications hotline of the Employee Benefits Security
Administration.
|
20.
|
What other provisions
are important to a
participant?
|
|
(a)
|
The Plan has
been designated to allow a participant, in the discretion of the Plan
Committee, to rollover distributions from another qualified retirement
plan to this Plan and to rollover a participant’s share in this Plan to
another qualified plan or other plan eligible to receive
rollovers. Because the rules concerning such rollovers are
extremely complex, the participant must consult directly with the Plan
Administrator if the participant desires to make a rollover contribution
to this Plan or any other plan. Any rollover contributions
which a participant makes to this Plan will not be considered as
participant contributions for purposes of Company Matching Contributions
(i.e., the
Company will not match rollover contributions). Because of
certain Internal Revenue Code prohibitions, a participant cannot rollover
an Individual Retirement account (“IRA”) into this Plan except for certain
conduit IRAs that are made up of the proceeds from another qualified
pension plan.
|
|
(b)
|
You cannot
assign or encumber any of the benefits which you may expect to receive
under the Plan, nor can your share in Company contributions be made
subject to the claim of any creditor. However, under a
qualified domestic relations order, all or a portion of the benefits
payable to a participant may be assigned to an alternate payee under
procedures established by the Committee. Participants and
beneficiaries can obtain, without charge, a copy of the qualified domestic
relations order procedures from the Plan Administrator. A
domestic relations order is any judgment, decree, or order (including
approval of property settlement agreement) that relates to the provision
of child support, alimony payments, or marital property rights to a
spouse, former spouse, child, or other dependent of a participant, and is
made pursuant to a state domestic relations
law.
|
|
(c)
|
If the Plan
Committee is unable to locate a participant or the participant’s
beneficiary when the participant’s interest under the Plan becomes
distributable, a custodial account to hold the participant’s interest will
be established until it is claimed or until proof of the participant’s
death is received. After a period of time, the Trustee may
charge reasonable fees against such inactive accounts which may eventually
result in the depletion or total loss of the custodial
account. Therefore, when a participant terminates employment,
it is important to keep the Plan Committee informed concerning the
participant’s current address.
|
|
(d)
|
Participation
in the Plan does not confer upon a participant any right of continued
employment.
|
|
(e)
|
The Company
expects to continue this Plan indefinitely; however, to protect the
Company against unforeseen conditions, the Company reserves the right to
reduce contributions or amend or terminate the Plan (by action of the
Board of Directors) in whole or in part at any time. If the
Plan is terminated, the balance of participant’s account attributable to
Company contributions will be 100 percent vested
(nonforfeitable).
|
|
(f)
|
Benefits
under this Plan are not insured by the Pension Benefit Guaranty
Corporation because the Plan is an individual account plan not covered by
the statutory insurance provisions.
|
|
(g)
|
The Plan may
have very substantial tax advantages to an employee as a participant (see
question 21). A participant may wish to consult a tax advisor
regarding the Plan.
|
|
(h)
|
A participant
may wish to consult his or her tax advisor as to the IRA rules if the
participant is eligible to actively participate in an employer-sponsored
plan.
|
|
21.
|
What are the tax
advantages to me as a participant in the
Plan?
|
The Plan is
qualified under Section 401(a) of the Internal Revenue Code and offers
substantial tax advantages to you as a participant. Even though your
share in the Company’s contributions may be partially or fully vested, you pay
no income tax on those Company contributions until your account is distributed
to you. In addition, your own pre-tax contributions (Salary Reduction
Contributions) will not be subject to income tax until those amounts are
distributed to you, although FICA and FUTA taxes will apply to your pre-tax
contributions when those amounts are contributed to the Plan. Income
and profits on investments in the trust fund usually are tax exempt to the trust
fund. Thus, the Plan provides tax deferment to the participant on
pre-tax contributions, the Company’s contributions, and on the income and
profits earned by the contributions of both the Company and
participants.
The taxation of any
distribution or withdrawal from the Plan will depend on the type of contribution
that is distributed from the Plan. Generally, pre-tax contributions,
Company Matching Contributions, and earnings on those contributions will be
subject to tax upon your receipt of those distributions in cash, unless you
rollover those distributions to an IRA or another employer plan. If a
portion of your distribution is made in the form of Company Stock, you may be
eligible for deferral of the net unrealized appreciation on those shares of
stock and for capital gains treatment on your subsequent disposition of that
stock. However, a rollover of Company Stock to an IRA may eliminate
your eligibility for capital gains treatment on a later distribution from the
IRA. You should consult with your tax advisor to determine the tax
consequences of any distribution from the Plan, and whether a distribution
should be rolled over to an IRA.
|
22.
|
What are the tax
effects of the Plan on the
Company?
|
The Company
receives a deduction on its income tax return for the year for contributions
made for that year.
|
23.
|
What special
provisions are applicable to Company Stock and what additional information
is available?
|
The securities that
have been registered for offer and sale under the Plan include shares of General
Communication, Inc. Class A Common Stock and the interests of participants in
the Plan. The total amount of securities to be offered pursuant to
the Plan is unlimited. The Company contemplates registering
additional shares of Company Stock from time to time for offers and sales under
the Plan. This prospectus may be used in conjunction with offers and
sales of shares of Company Stock under the Plan and may not be used by a
participant for reoffers or resales of shares of such Company
Stock.
You may direct the
investment of all or any portion of your account into a variety of investments,
including Company Stock. The Trustee may purchase Company Stock on
the open market. The price per share will be the prevailing market
price. Brokerage house commissions, if any, on the purchase of the
Company Stock will be considered as part of the cost of purchase of the
stock.
Registration
statements or Forms S-8 to register shares of the Company Stock that may be
purchased under the Plan (the “Registration Statement”) have been
filed. The Company will provide, without charge, to each participant,
upon the participant’s written or oral request, a copy of the
following:
(a) Any
documents required to be delivered to employees pursuant to Rule 428(b) of the
Securities Act.
(b) (i) Any
information that has been incorporated by reference pursuant to Item 3 of Part
II of the Registration Statement (not including exhibits to the information
unless such exhibits are specifically incorporated by reference therein),
consisting of the following:
(A) The
latest annual report filed with the Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”);
(B) All
other reports filed with the Commission pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the applicable
document referred to in (A) above; and
(C) The
description of the stock contained in a Registration Statement filed with the
Commission under Section 12 of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
(ii) All
other documents which have been filed with the Commission pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of the
Registration Statement.
Such requests, as
well as any requests for additional information about the Plan and its
administrators, should be directed to the Plan Administrator or Plan
Committee.
The foregoing is
incorporated by reference in the Section 10(a) Prospectus under the Registration
Statement, of which this document is a part.
|
24.
|
Are there restrictions
on the Company Stock distributed to
me?
|
All participants,
except “affiliates” of General Communication, Inc., may freely trade the Company
Stock distributed from the Plan. An affiliate is a person who
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, General Communication,
Inc. “Control” as used above means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of General Communication, Inc., whether through the ownership of voting
securities, by contract, or otherwise. If you are an affiliate of
General Communication, Inc., you may resell your shares of Company Stock only in
compliance with Rule 144 of the Securities Act of 1933 or upon the filing by
General Communication, Inc. of a reoffer prospectus with the Securities and
Exchange Commission. General Communication, Inc. has not yet filed a
reoffer prospectus, but may elect to do so in the future.
If
you are an executive officer, director or person who is a beneficial owner of
more than 10 percent of any equity security of General Communication, Inc.
registered under the Securities Exchange Act of 1934, you also must consider the
application of Section 16(b) of the Securities Exchange Act of 1934 to
transactions involving shares of Company Stock. Section 16(b) permits
the recovery of profits realized from a non-exempt purchase and sale (or sale
and purchase) of any of General Communication, Inc. equity securities within a
period of six months.
|
25.
|
Notice about your
right to direct the investment of your
account:
|
As a participant or
beneficiary in the Plan, you have the right under the Plan to direct the
investment of your account. The Plan is intended to constitute a
“participant-directed” plan described in Section 404(c) of ERISA, and the
regulations thereunder and the fiduciaries of the Plans (e.g., the Trustees and the
Plan Committee) may be relieved of liability for any losses which are the direct
and necessary result of investment decisions made by you with respect to your
account.
The investment
alternatives available are described in materials available from the Plan
Committee. You may change your investment instructions at any time by
following the procedures described in those materials. Any
transaction fees and expenses incurred in connection with the purchase or sale
of each investment alternative will be directly assessed against your
account. Such transaction fees and expenses may include commissions,
sales loads, deferred sales charges, and redemption or exchange
fees.
The Plan Committee
reserves the right to amend or modify the procedures regarding participant
directed investments at any time. Notice of amendments or
modifications will be provided to participants or beneficiaries on or before
their effective dates.
You have the
authority to vote the shares of Company Stock attributable to your account on
any matters regarding the vote of shareholders if your voting instructions are
properly and timely provided to the Trustee.
For more
information about your investment rights under the Plan, contact the Plan
Committee.
IMPORTANT
NAMES, ADDRESSES AND OTHER INFORMATION
|
1.
|
Plan
Administrator: Responsibilities - General day-to-day
operations, statement of benefits to
participants.
|
General
Communication, Inc.
2550 Denali Street,
Suite 1000
Anchorage,
AK 99503
Business
Phone: (907) 868-5628
Attn: John
Lowber
Contact with regard
to: Day-to-day operation of Plan, update on participant
contributions.
Forms to be filed with Plan
Administrator: Plan enrollment forms, Change Requests,
Withdrawal Requests.
|
2.
|
Plan
Committee: Responsibilities - Interpretation,
application and decision-making responsibilities with regard to
eligibility, vesting and
distribution.
|
|
Names:
|
Manuel
Hernandez
|
c/o General
Communication, Inc.
|
|
|
Valerie
Longeski
|
2550 Denali
Street, Suite 1000
|
|
|
Jimmy
Sipes
|
Anchorage,
AK 99503
|
|
|
Peter
Pounds
|
|
|
|
Vicki
Cook
|
|
|
|
Mark
Sorvoja
|
|
|
|
|
|
Contact with regard
to: Questions of eligibility, vesting and
distribution.
|
3.
|
Trustees: Responsibility
- Administration of participant
contributions.
|
Ronald A.
Duncan
G. Wilson
Hughes
John M.
Lowber
|
4.
|
Agent for Legal
Process: Board of Directors or Plan Administrator at the
following address:
|
General
Communication, Inc.
2550 Denali Street,
Suite 1000
Anchorage,
AK 99503
|
5.
|
Companies whose
employees are covered by the Plan: General
Communication, Inc. and its participating subsidiaries and their
subsidiaries. For a list of participating subsidiaries, contact
the Plan Administrator.
|
|
6.
|
Plan Federal ID
Number: 92-0072737, Plan
001.
|
|
7.
|
Request for
information: Plan
Administrator.
|
Information
about the Class A Common Stock of
General
Communication, Inc.
Contributions to
the Plan may be invested, subject to the terms of the Plan, upon the election of
each participant, in shares of Class A Common Stock of General Communication,
Inc. (“Company Stock”) or any of the other investment funds offered under the
Plan (see Question 9).
The shares of
Company Stock are purchased by the Plan at a price equal to the fair market
value of the Company Stock at the time of such purchase. When the
Plan uses a broker to buy or sell such stock on the open market, the related
commissions are charged to the participant’s account.
Investment in shares of
Company Stock may have a
greater investment risk than investments in the other investment options
available under the Plan.
Shares of Company
Stock trade on The Nasdaq National Market under the symbol
“GNCMA”. The price per share of the stock is subject to substantial
variation. The table below presents the range of high and low sale
prices of shares of Company Stock as reported on The Nasdaq National Market for
the periods indicated:
|
|
Company
Stock
|
|
For the
Period ended March 31, 2008
|
High
|
Low
|
|
First
Quarter
|
$8.85
|
$4.50
|
|
|
Company
Stock
|
|
For the Year
ended December 31, 2007
|
High
|
Low
|
|
First
Quarter
|
$16.10
|
$13.64
|
|
Second
Quarter
|
$15.20
|
$12.42
|
|
Third
Quarter
|
$14.00
|
$11.03
|
|
Fourth
Quarter
|
$12.47
|
$7.51
|
|
|
Company
Stock
|
|
For the Year
ended December 31, 2006
|
High
|
Low
|
|
First
Quarter
|
$12.20
|
$10.12
|
|
Second
Quarter
|
$13.24
|
$11.13
|
|
Third
Quarter
|
$13.01
|
$11.00
|
|
Fourth
Quarter
|
$16.09
|
$11.78
|
The Company has
stated its present intention not to pay regular dividends on Company
Stock. The declaration, amount and date of dividends will be decided
by the Company’s Board of Directors from time to time, in accordance with
applicable law, after taking into account various factors, including the
Company’s financial condition, operating results, current and anticipated cash
needs, plans for expansion and possible loan covenants which may restrict or
prohibit the Company’s payment of dividends.
The participant is
urged to carefully read all of the information concerning the respective funds
and other potential investments, determine his or her own investment goals and
consult with competent, professional advisors before deciding to invest money in
the fund or any other potential investment options offered in the
Plan.
Information
about Other Investment Funds
As
of March 31, 2008
|
|
|
Ticker
|
3
Mo Ret
|
YTD
Ret
|
12
Mo Ret
|
3
Yr Ret
|
5
Yr Ret
|
10
Yr Ret
|
|
Money Market
|
|
|
|
|
|
|
|
|
|
UBOC Stable
Value Fund
|
N/A
|
1.05%
|
1.05%
|
4.15%
|
3.88%
|
3.73%
|
4.71%
|
|
|
|
|
|
|
|
|
|
|
|
High Quality Bond
|
|
|
|
|
|
|
|
|
|
PIMCO Total
Return Admin
|
PTRAX
|
3.25%
|
3.25%
|
10.54%
|
6.28%
|
5.31%
|
6.64%
|
|
|
|
|
|
|
|
|
|
|
|
Large Cap Value
|
|
|
|
|
|
|
|
|
|
American
Beacon Lg Cap Value Plan
|
AAGPX
|
-10.32%
|
-10.32%
|
-8.75%
|
6.14%
|
15.45%
|
5.24%
|
|
|
Eaton Vance
Dividend Builder A**
|
EVTMX
|
-9.61%
|
-9.61%
|
4.07%
|
18.50%
|
23.08%
|
12.09%
|
|
|
|
|
|
|
|
|
|
|
|
Large Cap Blend
|
|
|
|
|
|
|
|
|
|
Fidelity
Spartan Total Market Index Adv
|
FSTVX
|
-9.51%
|
-9.51%
|
-5.75%
|
6.38%
|
12.34%
|
3.88%
|
|
|
|
|
|
|
|
|
|
|
|
Large Cap Growth
|
|
|
|
|
|
|
|
|
|
Harbor
Capital Appreciation Ret
|
HRCAX
|
-11.08%
|
-11.08%
|
-1.56%
|
6.96%
|
10.98%
|
2.90%
|
|
|
Allianz RCM
Technology A**
|
RAGTX
|
-18.63%
|
-18.63%
|
5.57%
|
9.57%
|
19.03%
|
10.88%
|
|
|
|
|
|
|
|
|
|
|
|
Small Cap Value
|
|
|
|
|
|
|
|
|
|
HighMark
Small Cap Value Fid
|
HMSVX
|
-4.19%
|
-4.19%
|
-19.46%
|
0.50%
|
12.29%
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Small Cap Growth
|
|
|
|
|
|
|
|
|
|
Managers
Special Equity Managers
|
MGSEX
|
-14.22%
|
-14.22%
|
-17.97%
|
0.78%
|
11.59%
|
4.78%
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Investment
Trust
|
|
|
|
|
|
|
|
|
|
Phoenix-Duff&Phelps
Real Estate Sec A
|
PHRAX
|
1.14%
|
1.14%
|
-17.92%
|
12.82%
|
18.88%
|
12.33%
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Stock
|
|
|
|
|
|
|
|
|
|
American
Funds EuroPacific Gr R4
|
REREX
|
-7.95%
|
-7.95%
|
6.32%
|
17.30%
|
23.21%
|
9.81%
|
|
|
|
|
|
|
|
|
|
|
|
Target Retirement Funds
|
|
|
|
|
|
|
|
|
|
Barclays
Global Investors LP Retire I
|
STLAX
|
-1.51%
|
-1.51%
|
1.16%
|
5.61%
|
7.07%
|
5.04%
|
|
|
Barclays
Global Investors LP 2010 I
|
STLBX
|
-2.17%
|
-2.17%
|
0.22%
|
6.03%
|
8.40%
|
4.77%
|
|
|
Barclays
Global Investors LP 2020 I
|
STLCX
|
-4.42%
|
-4.42%
|
-2.88%
|
6.30%
|
9.93%
|
4.39%
|
|
|
Barclays
Global Investors LP 2030 I
|
STLDX
|
-6.01%
|
-6.01%
|
-5.15%
|
6.48%
|
11.05%
|
4.19%
|
|
|
Barclays
Global Investors LP 2040 I
|
STLEX
|
-7.37%
|
-7.37%
|
-7.07%
|
6.57%
|
11.93%
|
3.76%
|
**These funds are
frozen to new investments, but participants may sell their holdings at any
time.