NETAPP, INC. EMPLOYEES’ 401(k) SAVINGS PLAN · PDF fileNETAPP, INC. EMPLOYEES’...

NETAPP, INC. EMPLOYEES’ 401(k) SAVINGS PLAN

Summary Plan Description(Effective January 1, 2015)

Plan Highlights

NetApp, Inc. (the "Company") maintains the NetApp, Inc. Employees’ 401(k) Savings Plan (the "Plan") to help you save forretirement. The following information contains highlights of the Plan. Please read the entire Summary Plan Description formore details. Both the Plan Highlights and the Summary Plan Description are effective January 1, 2015.

Joining the Plan

If you are an eligible employee,you may begin participating in thePlan as soon as administrativelypossible following your date ofhire.

Saving is Easy

Your contributions to the Plan aremade through the convenience ofautomatic payroll deductions. Youmay contribute from 1% to 50% ofyour pay per pay period on a pre-tax basis as pre-tax 401(k)contributions and/or an after taxbasis as Roth 401(k) contributions.

Contributing to the Plan on a pre-tax basis with pre-tax 401(k)contributions allows you to reducethe amount of current income taxesyou pay each year.

Contributing to the Plan on anafter-tax basis with Roth 401(k)contributions offers you theopportunity for the earnings on thecontributions to be tax-free whendistributed (if certain requirementsare met).

Company MatchingContributions

The Company will match apercentage of your pre-tax 401(k)contributions and/or your Roth401(k) contributions each year.

Managing your investments

The Plan offers a range ofinvestment options so you can putyour money to work in a number ofways.

Flexibility

You may change the investment ofyour account balance or the amountyou are contributing at any time.You may also stop contributing atany time.

Vesting

Your pre-tax 401(k), Roth 401(k),catch-up and rollover contributionsare always 100% vested. Thismeans you have full ownership ofsuch contributions.

Generally any company matchingcontributions made on your behalfare 100% vested. See the sectionentitled “Company MatchingContributions” for more detailedinformation and “Vesting” forexceptions.

Accessing your Account

The Plan allows you to borrowagainst your vested accountbalance. In addition, the Planallows in service withdrawals undercertain limited circumstances.

Leaving the Company

When you leave the Company,your vested account balance will bepaid to you or you may elect tohave your vested accounttransferred to an IndividualRetirement Account ("IRA") or toanother eligible retirement plan.

Under certain circumstances, youmay also elect to defer distributionof your vested account.

Important Note

This booklet is called a SummaryPlan Description and is intended toprovide a brief description of thePlan's features. Complete detailsof the Plan are contained in thePlan document.

If there is a difference between thisbooklet and the Plan document, thePlan document (available in yourHuman Resources Department)will govern.

The information provided on taxesis general in nature and may notapply to your personalcircumstances. You should consulta tax advisor for more information.

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This Summary INTRODUCTION

Page & Topic

2 Introduction

2 Joining the Plan

3 Pre-Tax and Roth 401(k)Contributions

5 Rollover Contributions

6 Company MatchingContributions

8 Managing Your Investments

10 Access to Your AccountDuring Employment

13 Vesting

15 Leaving the Company

17 Other Important Facts

23 Appendix MatchingContribution Examples

Chances are, you're hoping for a long and fulfilling retirement. But a significant partof how rewarding your retirement experience will depend on how well you haveplanned for it.

Your Retirement and the Plan

It's not easy to save for the future. Planning to save and actually doing it are twodifferent things. Often the "doing" is the most difficult. The Plan offers an easy wayto add to your long term retirement savings.

You may contribute to the Plan on a pre-tax basis with pre-tax 401(k)contributions or an after-tax basis with Roth 401(k) contributions.

The Company will match a percentage of your pre-tax 401(k) contributionsand/or Roth 401(k) contributions each year.

Your personal financial security is one of life's most important objectives. TheCompany shares your concern and offers the Plan as one way to help you build astrong financial future.

Fidelity Services

To help with your retirement planning, many features of the Plan are available to you24 hours a day, seven days a week, over an automated telephone system -- FidelityRetirement Benefits Line at (800) 835-5095. You can also access FidelityNetBenefits online at www.401k.com, provided by Fidelity Management TrustCompany ("Fidelity").

The Fidelity Retirement Benefits Line also allows you to access a Participant ServiceRepresentative if you call between the hours of 8:30 am EST to 8:00 pm in the timezone from which you are calling on any business day that the New York StockExchange (NYSE) is open ("NYSE business day"). All Representative-assisted callswill be recorded for your protection.

NetBenefits enables you to obtain information about your Plan account, enroll in thePlan, request an account statement and make changes to your contribution percentageand investment elections, as well as apply for a loan or distribution.

You should contact your Human Resources Department if you have any questionsabout using these services.

Plan Highlight

Immediate Participation

If you are an eligible employee,you may begin participating inthe Plan as soon asadministratively possiblefollowing your date of hire.

JOINING THE PLAN

Each eligible employee (as defined below) of the Company, NetApp FederalSystems, Inc. or other participating employer of the Plan who is paid through a U.S.payroll is eligible to participate in the Plan. As an eligible employee, you may beginto participate in the Plan as soon as administratively possible following your date ofhire.

Eligible Employee

An “eligible employee” is any employee of the Company or other participatingemployer of the Plan, other than a leased employee, non-resident alien with no U.S.source income, temporary employee, intern, employee working in Puerto Rico or an

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employee covered by a collective bargaining agreement (unless the terms of thebargaining agreement provides otherwise). In any event, an eligible employee willnot include a worker who for any period is classified by the Company as anindependent contractor (even if that classification later changes).

You should contact your Human Resources Department if you have any questionsconcerning your eligibility to participate in the Plan.

How to Begin Making Contributions

When you become eligible to participate in the Plan, enrollment materials will beprovided to you. You may enroll in the Plan and begin making contributions underthe Plan by contacting Fidelity by phone or via the Internet. You must also completea Beneficiary Designation Form on Fidelity's NetBenefits website.

Plan Highlight

Saving is easy, withoptional ways to save

Your pre-tax 401(k)contributions and/or Roth 401(k)contributions in the Plan aremade through the convenience ofautomatic payroll deductions.

You may contribute from 1% to50% of your pay per pay periodin any combination of thesecontributions.

Advantages of pre-tax and after-tax Roth 401(k) savings existwhich you should discuss withyour financial advisor.

PRE-TAX AND ROTH 401(k) CONTRIBUTIONS

You may contribute from 1% to 50% of your eligible compensation (as definedbelow) each pay period in whole percentages in any combination of pre-tax 401(k)contributions and/or Roth 401(k) contributions.

Your eligible compensation will be reduced and your pre-tax 401(k) and/or Roth401(k) contributions will begin according to your election beginning with the firstpayroll period on or after the date your election is effective.

Your pre-tax 401(k) and Roth 401(k) contributions are eligible for company matchingcontributions. See Company Matching Contributions, below.

Your Eligible Compensation

Your “eligible compensation” means your Form W-2 earnings from the Company orother participating employer of the Plan. However, your eligible compensation doesnot include reimbursements and other expense allowances, fringe benefits (cash andnon-cash), moving expenses, deferred compensation, welfare benefits, severance pay,non-qualified stock option exercise income, restricted stock income, qualified stockoption income and any recoverable draw payment under a company commissionspolicy.

Your eligible compensation will include any of your pre-tax 401(k) contributionsand/or Roth 401(k) contributions made under the Plan, your pre-tax contributionsunder a Code Section 125 cafeteria plan or Code Section 132(f) qualifiedtransportation fringe benefit plan maintained by the Company or other participatingemployer of the Plan and any differential pay with respect to your service inuniformed services (as defined in Chapter 43 of Title 38 of the United States Code).

Upon your termination of employment, your eligible compensation will not includeamounts received by you following such termination, except for amounts paid within60 days after your termination of employment which (i) would otherwise have beenpaid to you in the course of your employment as regular compensation, commissions,bonuses or other similar compensation or (ii) are payments for accrued sick, vacationor other leave, but only if you would have been able to use such leave if youremployment had continued.

Note: Under IRS rules, for 2015, your eligible compensation in excess of $265,000 isnot taken into account for Plan contribution purposes. This limit is periodicallyadjusted thereafter by the IRS.

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Plan Highlight

The Plan provides optionalways to save, with different taxadvantages and options

By making pre-tax 401(k)contributions, you reduce theamount of current income taxesyou pay each year.

By making Roth 401(k)contributions, you reduce theamount of taxes that you paywhen take a distribution from thePlan.

You should discuss your optionswith your financial advisor.

Pre-Tax 401(k) Contributions

The Plan allows you to save on a pre-tax basis under the Plan with pre-tax 401(k)contributions. Your pre-tax 401(k) contributions reduce your current federal andmost state income taxes and the earnings on the contributions are not currentlytaxable. However, the contributions are subject to FICA taxes (for Social Securityand Medicare benefits) when made to the Plan.

Upon distribution, your pre-tax 401(k) contributions and earnings are taxable forfederal and most state income taxes. In addition, the distribution generally is subjectto an additional 10% federal income tax if you are not at least age 59½.

Roth 401(k) Contributions

The Plan also allows you to save on an after-tax basis under the Plan with Roth401(k) contributions. Your Roth 401(k) contributions do not reduce your currentfederal and most state income taxes, but the earnings on the contributions are notcurrently taxable. In addition, the contributions are subject to FICA taxes (for SocialSecurity and Medicare benefits) when made to the Plan.

Upon distribution, your Roth 401(k) contributions will not be taxable for federal andmost state income taxes (having been taxed when made to the Plan), but theirearnings when distributed will be taxable for federal and most state income taxes andgenerally subject to an additional 10% federal income tax if you are not at least age59½.

However, the earnings on your Roth 401(k) contributions will be non-taxable forfederal and most state income taxes, if the distribution is made after (i) five tax yearsbeginning with the first tax year of your Roth 401(k) contributions and (ii) your age59½, death or disability.

Plan Highlight

The IRS has contribution limitand rules for your contributions

IRS Contribution Limits

The IRS limits the total amount of your pre-tax 401(k) and Roth 401(k) contributionseach year. For 2015, the limit is $18,000.

Catch-Up Contributions

If you are or will be at least age 50 as of the end of a calendar year, you may elect tomake "catch-up” contributions for the year of pre-tax 401(k) contributions and/or Roth401(k) contributions.

The IRS limits the total amount of your “catch up” pre-tax 401(k) and Roth 401(k)contributions each year. For 2015, the limit is $6,000. Also, the 50% limit for yourcontributions noted above does not apply to catch up contributions.

Your catch-up contributions are not eligible for company matching contributions. SeeCompany Matching Contributions, below.

Return of Excess Contributions

If your pre-tax 401(k) contributions and/or Roth 401(k) contributions under the Planexceed the IRS $18,000 and $6,000 limits above, the excess and any earnings will bereturned to you.

Also, if in any year you participated in another employer's 401(k) plan and your totalpre-tax 401(k) contributions and Roth 401(k) contributions to both plans exceed $18,000

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and $6,000 limits in 2015, you may request that the excess and any earnings be returnedto you from the Plan, provided you make the request no later than the March 1stfollowing the year of the excess contributions.

IRS Nondiscrimination Tests

Certain annual IRS nondiscrimination tests may require the reduction of the contributionpercentage of pre-tax 401(k) and Roth 401(k) contributions of certain higher-paidemployees. In addition, these tests may result in refunds of the contributions after theend of the year. You will be informed if you are affected by these tests.

Plan Highlight

Example

To illustrate the difference inspendable income, the examplecompares saving outside the Planto saving under the Plan.

Retirement Savings Potential

Many people save on an after-tax basis outside of retirement plans and IRAs. Thismeans that any money they save has already been taxed and the earnings on the savingsare taxable as they are earned.

Under the Plan, however, you have the option to save on a pre-tax basis with pre-tax401(k) contributions or an after-tax basis with Roth 401(k) contributions. See Your Pre-Tax 401(k) Contributions and Roth 401(k) Contributions, above.

The following example illustrates the difference in spendable income between pre-tax401(k) contributions and Roth 401(k) contributions, assuming you earn $100,000 a year,save 10% of your eligible compensation and have a combined 20% federal and stateincome tax rate:

Pre-Tax 401(k) Roth 401(k)

Eligible compensation $100,000 $100,000Pre-tax 401(k) savings (10,000) (0)Adjusted gross pay 90,000 100,000

Federal & State taxes (18,000) (20,000)Social Security Taxes (7,650) (7,650)Net pay 64,350 72,350

Roth 401(k) savings (0) (10,000)Spendable income $64,350 $62,350

Difference in spendable income +$2,000

However, significant tax differences exist between pre-tax 401(k) contributions and Roth401(k) contributions. See Your Pre-Tax 401(k) Contributions and Roth 401(k)Contributions, above, regarding the tax differences of these contributions, both whenmade to and distributed from the Plan.

Vesting

You are at all times fully and immediately vested in your pre-tax 401(k) and Roth 401(k)contributions and all earnings on such contributions.

Plan Highlight ROLLOVER CONTRIBUTIONS

You can consolidate yourretirement savings with the Plan.

The Plan offers you the opportunity to consolidate your retirement savings. You canmake a rollover contribution to the Plan of the following amounts from a previousemployer’s 401(k) plan, other eligible employer retirement plan or your Individual

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Retirement Account (IRA):

• Retirement Plan. The pre-tax amounts from your former employer's 401(k) plan orother eligible retirement plan. You may not include any after-tax amounts.

• IRA. The pre-tax amounts from your IRA. (By law, after-tax amounts from yourIRA cannot be rolled over to the Plan and the Plan does not otherwise permit theirrollover.)

• Roth 401(k) Account. Your Roth 401(k) account balance from a former employer's401(k) plan or other eligible retirement plan, but only if directly transferred fromthe plan to the Plan. (By law, you are not permitted to roll over a Roth IRA to thePlan.) Also, a rollover of Roth contributions from a Section 403(b) plan are notpermitted to the Plan.

You can make a rollover contribution either in a direct transfer from the retirement planor IRA or from you after distribution from the plan or IRA. All rollover contributionsmust be made in cash and, therefore, cannot include a plan loan or existing securities orother investments in the plan or IRA.

Note that any distribution of pre-tax amounts you receive from the plan or IRA must berolled over to the Plan within 60 days after your receipt of the distribution. You arepermitted to roll over to the Plan an equivalent cash amount of any federal 20%withholding amount on the distribution from the plan.

Please contact Fidelity if you are interested in making a rollover contribution.

Vesting

You are at all times fully and immediately vested in your rollover contributions and allearnings on such contributions.

Plan Highlight

Company MatchingContributions

Company matching contributionshelp your Plan account groweven faster.

COMPANY MATCHING CONTRIBUTIONS

When you make pre-tax 401(k) and/or Roth 401(k) contributions to the Plan, theCompany makes a matching contribution for you under the Plan. The Company believesit is important to provide you an incentive to make contributions from your compensationto the Plan, and to otherwise increase your retirement savings under the Plan, for yourfuture retirement security.

Matching Formula

Effective January 1, 2015, the Company will match 100% of the first 2% of your eligiblecompensation you contribute to the Plan as regular pre-tax 401(k) contributions and/orRoth 401(k) contributions for the year, plus 50% of the next 4% of your eligiblecompensation you contribute to the Plan as regular pre-tax 401(k) contributions and/orRoth 401(k) contributions for the year. However, under the Plan, your maximummatching contribution is $6,000 per year.

The Plan matches only your “regular” pre-tax 401(k) contributions and/or Roth 401(k)contributions to the Plan (i.e., up to $18,000 for 2015). The Plan, therefore, does notmatch your “catch-up” pre-tax 401(k) contributions and/or Roth 401(k) contributions tothe Plan applicable if you are at least age 50 (i.e., up to $6,000 for 2015).

Based on the Plan’s matching formula, the Company provides you with a “net” 4%matching contribution per year (of your eligible compensation), provided you contribute at

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least 6% of your eligible compensation to the Plan as “regular” pre-tax 401(k)contributions and/or Roth 401(k) contributions for the year. However, the maximummatching contribution is $6,000 a year.

Payroll Period Contribution

The Company calculates and makes the company matching contribution to the Plan eachpayroll period during the year, using the matching formula above, based on your pre-tax401(k) and Roth 401(k) contributions for that payroll period.

Additional True Up Matching Contribution

In addition, the Company will make an additional or “true up” matching contribution tothe Plan each payroll period, if necessary for you to receive the “full” matchingcontribution based on all your pre-tax 401(k) and Roth 401(k) contributions for the year.

This additional contribution will allow you to “make up” previously “lost” matchingcontributions if, for example, you made contributions during part of the year at only 4%(less than the 6% threshold for the full match) and then later at 8% of your eligiblecompensation (less than the 6% threshold).

The true up contribution for a payroll period will equal (i) the “full” matching contributionfor the current year under the matching formula above, based on all of your pre-tax 401(k)and Roth 401(k) contributions and compensation for the year, less (ii) the total matchingcontributions actually made for all payroll periods of the year.

With this true up matching contribution, if your pre-tax 401(k) and Roth 401(k)contributions reach the IRS maximum limit before the end of the year ($18,000 for 2015),your contributions will stop but the company matching contribution will continue basedon the true up matching calculation above, until you reach (if applicable to you) the$6,000 annual maximum matching contribution. For an example of the true matchingcontribution, see the attached Appendix which contains examples of the companymatching contribution and true up matching contribution.

IRS Nondiscrimination Tests

Certain annual IRS nondiscrimination tests may require the reduction of companymatching contributions of certain higher-paid employees. You will be notified if thesetests apply to you.

The Match and Your Retirement Savings

What does this company matching contribution mean to you? Go back to the $100,000 ayear example. Your pre-tax 401(k) contributions and/or Roth 401(k) contributions of$10,000 is 10% of your eligible compensation. In this example, with company matchingcontributions, an additional $4,000 (100% of $2,000 and 50% of the next $4,000) will beallocated to your account each year, in addition to your $10,000 of contributions, for atotal retirement savings of $14,000 for the year.

More on Matching Contributions

Your company matching contributions are not subject to federal and state income taxesand the earnings on the contributions are not currently taxable. In addition, as employercontributions, the contributions are subject to FICA taxes (for Social Security andMedicare benefits) when made to the Plan.

Upon distribution, your company matching contributions and earnings are taxable forfederal and most state income taxes. In addition, the distribution generally is subject to an

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additional 10% federal income tax if you are not at least age 59½. However, thedistribution is not subject to FICA taxes.

While the Company intends to make matching contributions each year, the Companyreserves the right to reduce or eliminate matching contributions for any year.

Matching Contribution Examples

The attached Appendix contains examples which illustrate the company matchingcontribution and true up matching contribution.

Vesting

Effective on and after October 24, 2014, your vested interest in your company matchingcontributions attributable to your employment on and after October 24, 2014 will be at alltimes 100%. Your vested interest in your company matching contributions attributable toyour employment prior to October 24, 2014 also will be 100%, if you were employed bythe Company, a participating employer of the Plan or other related employer on October24, 2014.

If you were not so employed on or after October 24, 2014, please refer to the sectionentitled “Vesting” below for information regarding your vesting in company matchingcontributions.

Plan Highlight

You manage your investments

The Plan offers a range ofinvestment options so you canput your money to work in anumber of ways.

MANAGING YOUR INVESTMENTS

You work hard for your money. One of the advantages of the Plan is that it lets yourmoney work for you. The Plan provides you with a range of investment options.

The Plan permits you to invest in the individual investment options available under thePlan. You can invest in any of the Plan's individual investment options in increments of1%. Different investment options may be offered from time to time and you will beinformed in advance of any changes.

Information regarding the investment options is contained in separate investment materialsavailable from Fidelity Investments. Prospectuses for any mutual fund options areavailable from Fidelity. You should review this information before investing under thePlan.

ERISA Section 404(c) Plan

The Plan is intended to constitute a Plan described in Section 404(c) of the EmployeeRetirement Income Security Act of 1974 (ERISA). Section 404(c) is a provision ofERISA providing special rules for participant-directed plans, like ours, which permitparticipants to exercise control over the assets in their accounts.

If a Plan complies with Section 404(c), the Plan's fiduciaries will not be liable for theinvestment performance or losses resulting directly from participant-directed investmentdecisions. This means that you or your beneficiary(ies), if applicable, are responsible forinvestment decisions you or your beneficiary(ies) make under the Plan and any resultinginvestment activity.

Upon your request, the Administrator will furnish you with any available financial reportsor statements, the most current prospectus of each investment fund and the investment

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Plan Highlight

You have flexibility

You can change your Plancontributions, and may evenelect to stop contributing, at anytime. In addition, you canchange the way your Planaccount balance is invested atany time.

performance of each fund determined net of expenses.

Information that can be found in a prospectus includes a description of the annualoperating expenses of the fund and the aggregate amount of such expenses expressed as apercentage of average net assets of the designated investment alternative, a list of theassets comprising the fund along with the value of each asset, the name of any issuer ofany fixed rate investment contract issued by a bank, savings and loan association orinsurance company and the term of the contract and rate of return and informationconcerning the value of shares or units in the fund.

Current investment fund information is also available by calling Fidelity or accessingFidelity NetBenefits® at www.401k.com.

Changing Contributions and Investments

Nearly everyone's personal financial situation is likely to change over the years. Becauseof this, the Plan offers you the flexibility to change the amount of your contributions or tostop your contributions entirely. In addition, the Plan permits you to change yourinvestment elections

Contributions

You may elect to change how much of your pay you contribute as pre-tax and/or Roth401(k) contributions, from 1% to 50% per pay period, through Fidelity's telephone systemor Internet website. Your contribution change will be effective as soon as administrativelypossible thereafter.

Of course, you may also elect to stop contributing at any time. If you elect to stopcontributing, your contributions will cease as soon as administratively possible followingyour election. If you do choose to stop contributing, you may begin making contributionsagain as of any following payroll period, or as soon as administratively possible thereafter,through Fidelity's automated telephone system or Internet website.

If you do not direct how the contributions to your Plan account are to be invested, thecontributions will be invested in the Plan's default fund, which is currently the VanguardTarget Retirement Trust II fund with the target retirement date closest to the year youmight retire, based on your current age and assuming a retirement age of 65.

Investments

You may change your investment election through Fidelity's automated telephone systemor Internet website. Investment election changes made and confirmed before 1:00 pm PTon any NYSE business day will generally be effective as of the close of that day. Achange confirmed on or after 1:00 pm PT, or on weekends or holidays, will generally beeffective as of the close of the next NYSE business day.

In the event the NYSE closes prior to 1:00 pm PT on any NYSE business day, a changemade and confirmed before the time the NYSE closes will generally be effective as of theclose of that day. A change made or confirmed on or after such closing time willgenerally be effective as of the close of the next NYSE business day.

In the event an investment option does not have sufficient liquidity to meet same dayredemption requests, your change will be effective as soon as administratively possiblethereafter.

A written confirmation statement will be sent to you after your transaction depending onthe U.S. Postal Service. If you change your investment election with respect to bothfuture contributions and your existing account balance among the individual investment

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option, you may receive separate confirmation(s). You should expect to receive theconfirmation within five to seven business days, depending on the U.S. Postal Service. Ifyou fail to receive a confirmation within seven business days, please call Fidelity andspeak with a Participant Service Representative.

Plan Highlight

You have access to youraccount

The Plan includes provisionsfor loans and in-servicewithdrawals under certaincircumstances.

ACCESS TO YOUR ACCOUNT DURING EMPLOYMENT

One of the most commonly asked questions about the Plan is "Can I get my money out ofthe Plan?" Since the primary purpose of the Plan is to encourage long-term retirementsavings, distribution of your vested account normally cannot be made before yourretirement or other termination of employment.

However, you may borrow from your vested account and withdraw money, if necessary,under certain circumstances. Please note that loans and in-service withdrawals under thePlan may be subject to limitations, in addition to those described below, established by thePlan Administrator in order to anticipate changes in the value of your account due tomarket fluctuations.

Plan Highlight

The Plan allows you to borrowagainst the value of your vestedaccount balance. It's a way foryou to borrow your own money.

Loans

The Plan allows you to borrow from your vested account balance under the Plan. Theinterest you pay on your loan goes back into your own Plan account. You can model yourrepayment schedule and apply for a loan through Fidelity's automated telephone system orInternet website. A loan fee will be deducted from your account. Please contact Fidelityor the Plan Administrator for details.

You may borrow up to the lesser of (i) 50% of your vested account or (ii) $50,000(reduced by the amount of your highest outstanding loan balance for the previous 12-month period). You may only have one loan outstanding at any time. Once you repay anexisting loan, you must wait fifteen (15) days before you can request another loan. Theinterest rate is fixed and will be equal to the Prime Rate in effect at the time of applicationplus 1%.

The minimum amount you can borrow is $1,000. The maximum loan amount available toyou will be determined by your vested account balance. You may borrow up to the lesserof (i) 50% of your vested accounted balance or (ii) $50,000. This $50,000 maximum isreduced, however, by the amount of your highest outstanding loan balance for theprevious 12-month period.

Loans must normally be repaid through payroll deductions over a period of not more thanfive years. However, if you are using the loan to purchase your principal residence, theloan can be repaid over a period of not more than ten years.

Loans may be prepaid in full or, with partial payments, at any time without penalty.Failure to repay a loan in accordance with its terms will constitute default.

If you are on an authorized leave of absence without pay or with a rate of pay that (aftertax withholding) is less than your required loan repayment amount, your loan repaymentmay be suspended for a period equal to the lesser of one year or the duration of the leaveof absence. Interest will continue to accrue during the period of the leave of absence.Upon resumption, the payment amount must not be less than the original payment amount.Further, the loan nevertheless must be paid off no later than the maximum permitted fiveyears (or 10 years for the purchase of a principal residence).

If you are absent from employment for a period during which you perform services in theuniformed services (as defined in chapter 45 of title 38 of the United States Code),

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whether or not such services constitute qualified military service, your loan payments maybe suspended during such military service. Interest will continue to accrue during theperiod of such military service. Upon resumption, the payment amount must not be lessthan the original payment amount. Further, the loan nevertheless must be paid off no laterthan the maximum permitted five years (or 10 years for the purchase of a principalresidence), extended by the period of such military service.

If you stop working for the Company before your loan is repaid, your outstanding loanbalance will become due and payable, subject to the grace period set forth in your loanagreement and promissory note. You will have the opportunity to repay your loan duringthe grace period, but if you fail to do so the outstanding loan balance will automatically bededucted from your vested account balance and treated as taxable income to you. Inaddition, if you are under age 59½, an additional 10% penalty tax may apply.

If you default on your Plan loan, and you do not pay the defaulted amount within 90 daysfollowing the payment due date, then under the federal tax laws, it will be considered to bea taxable receipt of your unpaid loan balance. As a result, you will have to pay incometaxes on the amount of your unpaid loan and, if you are under age 59½, an additional 10%penalty tax may apply. In addition, interest will generally continue to accrue (for purposesof determining your eligibility for any subsequent loan) until the loan is repaid or youseparate from service. You should contact your Human Resources Department foradditional information regarding the treatment of loans in default.

If you request a distribution from the Plan prior to the end of the grace period and prior torepaying your loan, your outstanding balance will be deducted from your account before itis distributed to you. Once again, that outstanding loan balance will be treated as a taxabledistribution to you. You may not roll over the loan to an IRA or other eligible retirementplan.

Please Note: The amount distributed to you as a Plan loan will no longer be invested inregular Plan investments until repaid. Earnings on these monies during the loan term willbe limited to the interest you pay on the loan. This may reduce the amount of fundsavailable to you when you retire.

Plan Highlight Hardship Withdrawals

Your account is available forcertain financial emergencies

Under the Plan, you are permitted to withdraw a portion of your vested account if youexperience one of the following financial hardships:

• Payment of unreimbursed medical expenses incurred by you, your spouse or taxdependents, or to permit you, your spouse or your dependents to obtain medical carewhich is deductible under federal tax laws (without regard to income limits).

• Payment of tuition, related educational fees and room and board expenses for thenext 12 months of post-secondary education (for example, college, graduate schooland/or equivalent courses) for you, your spouse, your children or tax dependents;

• Payment to prevent eviction from your principal residence or foreclosure on themortgage of your principal residence; or

• Payment of funeral or burial expenses for your parent, spouse, child or taxdependent.

• Costs directly related to the purchase (excluding mortgage payments) of yourprincipal residence.

• Repair of damage to your principal residence that would qualify for a casualty loss

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deduction under federal tax laws (determined without regard to whether the lossexceeds any applicable income limit).

You may only withdraw the amount of your pre-tax 401(k) contributions and Roth 401(k)contributions, including catch-up contributions (but not including any investment earningson any such contributions received after December 31, 1988).

You may withdraw only the amount needed to meet your hardship. However, the amountof a hardship withdrawal may include any amounts necessary to pay any federal, state, orlocal income taxes or penalties reasonably anticipated to result from the distribution. Thewithdrawal must be in cash. Also, the withdrawal cannot be rolled over to an IRA or othereligible employer retirement plan.

To qualify for a hardship, you must have obtained all distributions, other than hardshipdistributions, and all non-taxable loans currently available under the Plan and all plansmaintained by the Company or a related employer. In addition, your pre-tax 401(k) andRoth 401(k) contributions, and any elective contributions and employee contributions asdefined under IRS regulations under all other qualified and non-qualified deferredcompensation plans maintained by the Company or a related employer must be suspendedfor at least 6 months after your receipt of the hardship withdrawal.

The amount you withdraw for financial hardship will be subject to the optional federalincome tax withholding. If you are under age 59½, an additional 10% penalty tax mayapply. The amount you request may be adjusted to pay any applicable Federal, State andlocal income taxes and penalties. You may obtain a hardship withdrawal throughFidelity's NetBenefits website. You should, however, consult with your tax advisor beforeexercising this option. Also, you will not be able to make pre-tax contributions to youraccount for at least six (6) months after a hardship withdrawal.

Your hardship withdrawal will be made from your contribution sub-accounts in thefollowing order: (i) your pre-tax 401(k) contributions sub-account; (ii) your “catch up”pre-tax 401(k) contributions sub-account; (iii) your Roth 401(k) contributions sub-account; and (iv) your “catch up” Roth 401(k) contributions sub-account.

Age 59½ Withdrawals

If you have attained age 59½, you may elect to withdraw all or any portion of your vestedaccount balance, from all of your subaccounts under the Plan on a pro-rata basis, subjectto rules and procedures as may be established by the Plan Administrator. The withdrawalmust be in cash.

The money you withdraw may be subject to mandatory 20% federal income taxwithholding and state tax withholding, if applicable. It will not, however, be subject to the10% penalty tax. You should, however, consult with your tax advisor before exercisingthis option.

Withdrawals of Rollover Contributions

You may withdraw all or any portion of your account attributable to any rollovercontributions you may have made to the Plan, subject to rules and procedures as may beestablished by the Plan Administrator. The withdrawal must be in cash.

The money you withdraw may also be subject to mandatory 20% federal tax withholdingand state tax withholding, if applicable. If you are under age 59½, an additional 10%penalty tax may also apply. You should, however, consult with your tax advisor beforeexercising this option.

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Plan Highlight

Ownership of your account

You always have 100%ownership of your owncontributions.

Your vested interest in yourcompany matchingcontributions will depend onwhether you were employed onOctober 24, 2014.

VESTING

Vesting means ownership. You are always 100% vested (in other words, you havecomplete ownership) in your own pre-tax 401(k) contributions, Roth 401(k) contributions,catch-up contributions and any rollover contributions to the Plan and any earnings on suchcontributions.

Effective October 24, 2014

Effective on and after October 24, 2014, your vested interest in your company matchingcontributions attributable to your employment on and after October 24, 2014 will be at alltimes 100%.

Your vested interest in your company matching contributions attributable to youremployment prior to October 24, 2014 also will be 100%, if you (i) were employed by theCompany, a participating employer of the Plan or other related employer on October 24,2014 or (ii) are credited with an hour of service after October 24, 2014 and before youincur five consecutive breaks in service (as defined below).

Previous Vesting Schedule

If you do not satisfy the requirements above to be fully vested as of October 24, 2014,your vested interest in your company matching contributions attributable to youremployment prior to October 24, 2014 will continue to be determined in accordance withthe following schedule:

Years of Service Percent Vestedless than 1 year 0%1 year but less than 2 years 33-1/3%2 years but less than 3 years 66-2/3%3 years or more 100%

However, you will be 100% vested in any company matching contributions allocated toyour account regardless of your years of service under the Plan, if you terminateemployment with the Company on or after your normal retirement date (your 65thbirthday) or as a result of your death or disability (as defined below).

In addition, you will be 100% vested if you are absent from employment with the Companybecause of military service and die after December 31, 2006 while performing qualifiedmilitary service as described in the Uniformed Services Employment and ReemploymentRights Act of 1994 (USERRA).

Years of Service

A “year of service” is each plan year during which you complete at least 1,000 hours ofservice (as defined below). By law, you also will receive credit for years of service whileemployed by an affiliate of the Company or for service while employed by the Company ata location outside the United States and did not receive United States source income.

If you were employed by WebManage Technologies, Inc., Network Appliance FederalSystems, Inc. (which was renamed NetApp Federal Systems, Inc.), Spinnaker NetworksLLC, Spinnaker Networks, Inc., Alacritus, Inc., Decru, Inc., Akorri Networks, Inc.,Engenio® or Cache IQ, Inc. on the date of its acquisition by the Company, then your priorservice with these acquired entities was taken into account in determining years of serviceunder the Plan. Also, if you had worked for one of these acquired entities for less than afull calendar year at the time of its acquisition by the Company, you will receive credit

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under the Plan for a full year of service for that period.

If you terminate your employment and are later reemployed by the Company, yourprevious service may not be counted in determining your years of service. You shouldcontact your Human Resources Department if you have any questions concerning thecalculation of your years of service under the Plan.

Hours of Service

Your “hours of service” include each hour for which you are directly or indirectly paid orentitled to payment by the Company or an affiliated employer for the performance ofduties.

Hours of service also include each hour for which you are directly or indirectly paid orentitled to payment by the Company or an affiliated employer for reasons other than theperformance of duties (irrespective of whether your employment relationship hasterminated with the Company), such as periods of vacation, holiday, illness, incapacity,disability, layoff, jury duty, military duty or leave of absence. However, no more than 501Hours of Service are credited on account of any single continuous period during which youperform no duties (whether or not such period occurs in a single plan year), unless noduties are performed due to service with the armed forces of the United States for whichyou retain reemployment rights by law.

Further, payment will not be deemed to be made by the Company or an affiliated employerif the payment is (i) made or due under a plan maintained solely for the purpose ofcomplying with applicable workmen's compensation, unemployment compensation ordisability insurance laws or (ii) solely in the nature of reimbursement to you for medical ormedically-related expenses. Also, if you are sick or disabled and receiving sick ordisability pay, your Hours of Service in this case may be subject to special rules underERISA regulations.

Hours of service also include each hour for which he would have been scheduled to workfor the Company or a related employer during the period that you are absent from workbecause of service with the armed forces of the United States, provided you are eligible forreemployment rights under USERRA and returns to work with the Company or a relatedemployer within the period during which you retain such reemployment rights.

Finally, hours of service include each hour for which back pay, irrespective of mitigation ofdamages, has been either awarded or agreed to by the Company or an affiliated employer.

If the Company does not maintain records that accurately reflect your actual hours ofservice, you will be credited with 45 hours of service for each week in which you performan hour of service.

Break in Service

You will be considered to have incurred a “break in service” for each plan year duringwhich you do not complete at least 501 hours of service.

However, you will not incur a break in service solely by reason of a temporary absencefrom work not exceeding 12 months resulting from illness, layoff or other cause ifauthorized in advance by the Company pursuant to its uniform leave policy, if youremployment is not otherwise be terminated during the period of such absence.

Also, you will not incur a break in service as a result of certain maternity or paternityabsences or a FMLA leave under the Family and Medical Leave Act of 1993, provided youreturn to employment from the FMLA leave. Please contact your Human ResourcesDepartment for more details.

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Disabled

You are “disabled” if you can no longer continue in the service of your employer becauseof a mental or physical condition that is likely to result in death or is expected to continuefor a period of at least twelve months. You will be considered disabled only if you (i) areeligible to receive a disability benefit under the terms of the Social Security Act or (ii) thePlan Administrator determines you are disabled based on a written certificate of aphysician acceptable to it.

Plan Highlight

Distribution of your account

When you leave the Company,you can receive your vestedaccount balance or transfer itdirectly to an IRA or othereligible retirement plan.

You also may elect to deferdistribution of your vestedaccount balance, if it exceeds$5,000.

LEAVING THE COMPANY

Distributions and Taxation

Following your retirement or other termination of employment, distribution of your vestedaccount balance will be made as soon as administratively possible following yourdistribution election in the form of a single-sum payment. However, if your vested accountbalance (including any portion of your account attributable to any rollover contributions)totals $1,000 or less, distribution will automatically be made, in the form of a single-sumpayment, as soon as administratively possible following your retirement or othertermination.

If your vested account balance (including your Rollover Contributions account) is morethan $1,000 but not more than $5,000, and you do not make an election to receive adistribution within the period prescribed by the Plan Administrator, your distribution willbe automatically rolled over to an IRA in your name with an IRA provider selected by thePlan Administrator. Your automatic rollover will be invested in a product designed topreserve principal and provide a reasonable rate of return and liquidity. The fees andexpenses for the IRA will be paid directly from the IRA, but will not exceed those thatwould be charged for automatic non-rollover IRAs.

If your vested account balance (including any portion of your account attributable torollover contributions) totals more than $5,000, distribution of your vested account balancemay not be made prior to your normal retirement date (your 65th birthday) without yourwritten consent. The foregoing automatic rollover requirements do not apply to a survivingspouse or alternate payee under a qualified domestic relations order, nor to a plan loanoffset amount included in your distribution. Please note, however, that distributions cannotbe processed prior to the 30th day following the date of your retirement or othertermination of employment.

If you continue your employment after your normal retirement date (your 65th birthday),you may elect to receive a partial distribution of any portion of your account at any time.

NOTE: If you separated from service prior to April 1, 2002, and you elected to receivedistribution in monthly, quarterly or annual installments over a period as limited under thePlan, you will continue to receive distribution in installments.

NOTE ALSO: Under federal law, distribution of your vested account must be made orbegin with annual distributions from your account no later than April 1 following the yearyou attain age 70½ or, if later, following the year you terminate employment. However, ifyou are a 5% owner of the Company, your distribution must be made or begin with annualdistributions from your account by April 1 following the year you attain age 70½,regardless of whether you have terminated employment at that time.

Whenever you receive your distribution from the Plan, it will normally be subject toincome taxes, except for any Roth contributions in your Plan account. To provide for the

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resulting taxes, your distribution may be subject to mandatory 20% federal income taxwithholding and may also be subject to any applicable state income tax withholding.

However, you may be able to defer income taxes on your distribution by electing totransfer your distribution directly to an IRA or to another eligible retirement plan.

If you are younger than age 59½ when you receive your distribution, any amount youreceive may be subject to a 10% federal excise tax (penalty tax) in addition to anyapplicable federal and state income taxes. However, the 10% excise tax will not apply (i) ifyou separate from service on or after age 55, (ii) on account of a "permanent and totaldisability," (iii) to distributions made to your beneficiary in the event of your death or (iv)if you transfer your distribution directly to an IRA or to another eligible retirement plan.You should contact a tax advisor to determine which option is best for you.

You will be provided with more information concerning your distribution options whenyou apply for benefits under the Plan.

Death Benefit

If you die while employed by the Company, your beneficiary will be entitled to receive thefull value of your account. If you die after terminating employment, but before distributionof your vested account has been made, the vested balance of your account will be paid toyour beneficiary.

You may choose anyone to be your beneficiary under the Plan. You make yourdesignation by completing a Beneficiary Designation Form on Fidelity's NetBenefitswebsite. However, under federal law, if you are married and wish to name someone otherthan your spouse as your beneficiary, you may do so only with your spouse's written andnotarized consent.

If you fail to designate a beneficiary, or if your designated beneficiary dies before you do,the Plan provides that your beneficiary will automatically be your surviving spouse or, ifnone, your surviving children (including adopted children), in equal shares, or if none, yourestate. If you have questions, you should contact Fidelity or your Human ResourcesDepartment.

If a beneficiary dies after becoming entitled to receive a distribution under the Plan butbefore distribution is made to the beneficiary in full, and if you have not designated anotherbeneficiary to receive the balance of the distribution in that event, the estate of the deceasedBeneficiary will be the beneficiary as to the balance of the distribution.

Your Spouse

For purposes of the Plan, your “spouse” means the person to whom you are legally marriedunder the laws of the state or country in which the marriage originated, which wouldinclude a same sex spouse.

Military Service

If you leave employment for certain periods of military service and are reemployed, youwill be eligible to receive service credit, make contributions and receive Companymatching contributions for those periods of qualified military service in accordance withthe rules under the Uniformed Services Employment and Reemployment Rights Act of1994 (USERRA). You should contact your Human Resources Department if you have anyquestions regarding this provision.

Effect on Other Benefits

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Your contributions to the Plan will not affect other salary-related benefits, such as lifeinsurance and disability benefits. Also, making contributions will not change the amount ofyour Social Security benefits or the Social Security taxes that are withheld from your pay.

Forfeiture of Non-Vested Amounts

If you leave the Company before you are 100% vested in your Plan account, such as aparticipant who terminated employment before October 24, 2014, then the non-vestedportion of your company matching contributions account will be forfeited on the date youreceive you receive a distribution of the vested portion of your account under the Plan,provided the distribution occurs prior to the end of the second plan year beginning on orafter your termination of employment. If not, the forfeiture will occur on the date youincur five consecutive breaks in service. See “Vesting” above for the definition of a breakin service under the Plan.

However, in general, if you return to work for the Company before you incur fiveconsecutive breaks in service commencing after the date you received the distribution ofyour vested account, the non-vested balance of your account may be restored in certaincircumstances. Upon rehire, you must re-enroll in the Plan by contacting Fidelity by phoneor via the Internet.

OTHER IMPORTANT FACTS

Plan Sponsor

The Plan Sponsor's address, telephone number and federal employer identification number(EIN) are:

NetApp, Inc.495 East Java DriveSunnyvale, CA 94089Phone: 408-822-6000EIN: 77-0307520

The Plan Sponsor also serves as the Plan Administrator.

The Plan is administered through a trust fund.

The plan year is the 12 month period beginning January 1 and ending December 31.

The Plan Sponsor has been designated as agent for service of legal process. Legalprocess may also be served on the Trustee.

The Plan is a defined contribution profit sharing plan with a 401(k) arrangement andthe number assigned to the Plan by the Plan Sponsor is 001.

The current Trustee of the Plan is:

Fidelity Management Trust Company82 Devonshire StreetBoston, MA 02109

Statements of Your Account

To help you keep up-to-date on the status of your account, you may request a statement oraccess other account information at any time through Fidelity's automated telephone

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system or Internet website. Additionally, you will also receive a statement on an annualbasis at the end of each Plan year. Your statement will show:

the amount you contributed to the Plan;

the amount the Company contributed to the Plan on your behalf;

the investment options you have selected;

the earnings and/or losses on your investments;

the current value of your account (including any rollover contributions);

withdrawals or loans, if any.

Plan Highlight

ERISA provides that allPlan participants areentitled to certain rights

Your ERISA Rights and Information

What are My Rights under the Employee Retirement Income Security Act of 1974?

As a participant in the Plan, you are entitled to certain rights and protections under theEmployee Retirement Income Security Act of 1974 ("ERISA"). ERISA provides that allPlan participants are entitled to:

Receive Information About Your Plan and Benefits

• examine, without charge, at the Plan Administrator's office and at other specifiedlocations, such as worksites, all documents governing the Plan, including a copy of thelatest annual report (Form 5500 Series) filed by the Plan with the U.S. Department ofLabor and available at the Public Disclosure Room of the Employee Benefits SecurityAdministration.

• obtain, upon written request to the Plan Administrator, copies of documents governingthe operation of the Plan, including copies of the latest annual report (Form 5500 Series)and updated summary plan description. The Plan Administrator may make a reasonablecharge for the copies.

• receive a summary of the Plan's annual financial report. The Plan Administrator isrequired by law to furnish each participant with a copy of this summary annual report.

• obtain a statement telling you (a) the amounts credited to your account under the Plan,(b) if you are entitled to receive a benefit at normal retirement age (age 65) under thePlan if you stop working now and what your benefit would be at normal retirement ageif you stop working as of the statement date, and (c) if you are not fully vested, theearliest date on which you will have a nonforfeitable right to such benefits. Thisstatement must be requested in writing and is not required to be given more than once ayear. The Plan must provide the statement free of charge.

• obtain, upon written request to the Plan Administrator, information as to whether aparticular employer has adopted the Plan and, if so, the employer's address.

• receive a written explanation with respect to any denied benefit claim, the reason for thedenial and the steps you must take to have the denial reviewed and reconsidered.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for Plan participants, ERISA imposes duties upon the peoplewho are responsible for the operation of the Plan. The people who operate the Plan, called"fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other

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Plan participants and beneficiaries. No one, including the Company, or any other person,may fire you or otherwise discriminate against you in any way to prevent you fromobtaining a benefit under the Plan or exercising your rights under ERISA.

Enforce Your Rights

If your claim for a benefit is denied or ignored, in whole or in part, you have the right toknow why this was done, to obtain copies of documents relating to the decision withoutcharge, 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 yourequest a copy of Plan documents or the latest annual report from the Plan and do notreceive them within 30 days, you may file suit in a federal court. In such a case, the courtmay require the Plan Administrator to provide the materials and pay you up to $110 a dayuntil you receive the materials, unless the materials were not sent because of reasonsbeyond the control of the Plan Administrator.

If you have a claim for benefits which is denied or ignored, in whole or in part, you mayfile suit in a state or federal court. In addition, if you disagree with the Plan's decision orlack thereof concerning the qualified status of a domestic relations order, you may file suitin federal court.

If it should happen that Plan fiduciaries misuse the Plan's money, or if you arediscriminated 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 whoshould pay court costs and legal fees. If you are successful, the court may order the personyou have sued to pay these costs and fees. If you lose, the court may order you to pay thesecosts and fees, for example, if it finds your claim is frivolous. However, the law protectsyou from being fired or discriminated against to prevent you from enforcing your rightsunder ERISA.

Assistance With Your Questions

If you have any questions about the Plan, you should contact the Plan Administrator. Ifyou have any questions about this statement or about your rights under ERISA, or if youneed assistance in obtaining documents from the Plan Administrator, you should contactthe nearest office of the Employee Benefits Security Administration, U.S. Department ofLabor, listed in your telephone directory or the Division of Technical Assistance andInquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certainpublications about your rights and responsibilities under ERISA by calling the publicationshotline of the Employee Benefits Security Administration.

How Do I Make a Claim for Benefits?

We hope there will never be a disagreement as to the amount owed to you under the Plan.However, if there is a disagreement, you must follow the Plan's claims procedure or youmay forfeit certain legal rights to contest the decision.

If your application for a distribution or in-service withdrawal of benefits under the Plan isdenied in whole or in part, you, your beneficiary or your duly authorized representative willreceive a written notice of the denial including:

• the specific reason(s) for the denial;• specific Plan provisions on which the denial is based;• any additional information needed to substantiate your claim and an explanation of why

this information is required; and

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• an explanation of the Plan's appeal procedures.

In most cases, you will receive the notice of denial within 90 days after you apply forbenefits. If special circumstances require more time, you will be informed promptly inwriting of the reason for the delay and the date you can expect the notice. However, in nocase will you receive the denial notice later than 180 days after your claim is filed.

Upon receipt of a denial notice, you may file a written appeal with the Plan Administratorwithin 60 days. If you, your beneficiary, or your duly authorized representative fail toappeal a denial within the 60-day period, the Plan Administrator’s determination will befinal and binding. Your application must contain the following information:

• the date on which you filed your original claim;• the specific portions of the denial you wish to have reviewed;• the reason why you believe the claim should be approved; and• any written material you wish the Plan Administrator to consider.

Your application will be reconsidered, and you will receive written notice of the finaldecision. This second notice will be furnished within 60 days, or within 120 days if specialcircumstances require more time and you are furnished with written notice of the extensionof time prior to commencement of the extension. If the final decision is a denial of yourclaim, the notice will include the reason for the decision, specific reference to pertinentPlan provisions, a statement explaining that you are entitled to receive, upon request andfree of charge, reasonable access to and copies of all documents and other informationrelevant to your claims and a statement explaining your rights to initiate a lawsuit underERISA.

How Will My Participation in the Plan Affect my IRA?

According to current federal law, you can continue to maintain IRAs while you areparticipating in the Plan, and you can make after-tax contributions to them up to federallimits. But your ability to make tax-deductible contributions to an IRA for any year inwhich you participate in the Plan is restricted according to your income level. See theinstructions to Form 1040 or contact your tax advisor for more information.

What Happens If the Plan is Amended or Terminated?

The Company reserves the right to amend the Plan by actions of its Board of Directors, orsuch officers of the Company as are authorized by its Board of Directors, by writteninstrument executed by the Company. However, no amendment can reduce the amount inyour account.

The Company reserves the right to terminate the Plan by action of its board of directors. Ifthe Plan terminates, you account will become 100% vested, that is, nonforfeitable. ThePlan is for the exclusive benefit of its participants and, therefore, money cannot go back tothe Company because of the Plan's termination.

Upon termination of the Plan, the Company will generally liquidate assets and distributethe value of your account to you (subject to IRS requirements).

Loss of Benefits

ERISA requires this summary to address circumstances where you may not receive thefrom the Plan the benefit that you may have expected. This could occur under severalcircumstances. For example, you may not be fully vested in your employer contributionsunder the Plan.

Also, the value of your Plan Account depends on the performance of your investments

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choices under the Plan. Your Account balance is subject to both gain and loss due toinvestment results. If you receive a distribution at a time when the value of yourinvestments has declined, you may not receive a distribution as large as you had hoped.

Further, certain administrative expenses of the Plan may be paid from the Plan's trust fundand charged to your Plan Account.

Plan Administrative Fees and Expenses

Plan administrative fees may include recordkeeping, legal, accounting, trustee and otheradministrative fees and expenses associated with maintaining the Plan. Some of these feesmay be deducted from your Plan Account. These expenses may include a quarterlyrecordkeeping fee and certain Plan transactions involving your Plan Account, such asloans, withdrawals and other expenses. The general expenses of administering the Plan arepaid as a general charge on the Trust and therefore may be indirectly charged to your PlanAccount, except to the extent that such expenses are paid by the Sponsor.

Please refer to your annual notice entitled Important Plan and Investment-RelatedInformation for the Plan which contains specific information about the investment returnand fees for the investments funds of the Plan, as well as Plan administrative andtransaction fees. In making decisions regarding the Plan, you will want to consider the feesand expenses that will be charged to your Plan Account as described in this notice, as wellas any prospectus or investment materials for each investment fund. In general, fees can beclassified into the following categories:

• Recordkeeping Fees. Recordkeeping fees generally are charged directly to your PlanAccount.

• General Plan Administrative Fees. General plan administration expenses (e.g.,Trustee fees, accounting, audit and legal fees) are generally charged pro-rata againstassets in the Plan (including your Plan Account). The Company may in its discretionelect to pay some or all of the Plan administrative expenses.

• Plan Transaction Fees. Your Plan Account will be charged fees for certain individualPlan transactions, such as loan and withdrawal processing fees.

• Investment Fund Fees. Your Plan Account will be reduced by a number of expensesor fees associated with your investment choices, including fees which may be chargedby the Trustee, investment advisors, investment managers and securities brokers.Investment fees may be investment management fees, sales charges, commissions,loads, management fees or 12b-1 fees (i.e., fees on mutual funds included in theinvestment fund's expense ratio) and investment management fees for collectiveinvestment trusts.

The amount and allocation of fees and expenses are subject to change at any time. Also,your annual notice of investment return and fees may contain information regarding howthe Plan’s administrative services may also be paid through offsets and/or paymentarrangements with one or more of the Plan’s investment options, sometimes referred to asrevenue sharing arrangements. For current information on fees and expenses, you also maycontact Fidelity.

Qualified Domestic Relations Orders

In general, your account cannot be attached, assigned, sold, transferred or pledged by youor paid to creditors or to anyone other than yourself.

However, under federal law, the Plan Administrator is required to obey a Qualified

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Domestic Relations Order. This is a decree or order issued by a court that satisfies certainrequirements under the Internal Revenue Code. A Qualified Domestic Relations Ordermay require that all or a portion of your vested account be paid to your spouse, formerspouse, child or other dependent. The Plan Administrator, in accordance with proceduresset forth in the law, will determine the validity of any order received and will inform youupon the receipt of any such order affecting you. You may obtain a copy of suchprocedure, without charge, from Fidelity at http://qdro.fidelity.com.

If Certain Types of Offsets Are Received

The Plan will also honor offsets ordered or required under a criminal conviction involvingthe Plan, a civil judgment in connection with a violation or alleged violation of fiduciaryresponsibilities under ERISA, or a settlement agreement between the participant and theDepartment of Labor in connection with a violation or alleged violation of fiduciaryresponsibilities under ERISA, as well as Federal tax levies and judgments.

If the Plan Is Unable to Locate You

If your Plan benefits become payable after termination of employment and the Company isunable to locate you at your last address of record, you may forfeit your benefits under thePlan. Therefore, it is very important that you keep the Company apprised of your mailingaddress even after you have terminated employment.

Should I Be Aware of Any Other Aspects of the Plan?

In an effort to keep retirement plans from favoring "key employees," Congress has put acomplicated set of rules in the Internal Revenue Code which apply to any "top-heavy"retirement plan. Stated simply, the Plan will be "top-heavy" if the value of accountsbelonging to key employees (generally employees and former employees who are officersand owners of the Company) is 60% or more of the value of all of the accounts under thePlan. Although, it is unlikely that the Plan will become top-heavy, if it does, "specialrules" will become effective which the Plan Administrator will notify you.

You should also be aware that the Pension Benefit Guaranty Corporation, a federal agencythat insures defined benefit plans, does not insure this type of plan.

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APPENDIX

Matching Contribution Examples

#1 -- Karen Brown

Assume Karen has the following base salary and bonus amounts for 2015:Base Salary 98,000 3,769 (biweekly rate)Bonus 2,000 (paid in July 2015)

Also assume that Karen makes pre-tax 401(k) and/or Roth 401(k) contributions for the entire year at a 25% rate.

For 2015, Karen has matching contributions shown below for each payroll period under the Plan’s matching formula of 100% of the first2% of eligible compensation contributed as regular pre-tax 401(k) contributions and/or Roth 401(k) contributions for the year, plus 50% ofthe next 4% of eligible compensation contributed to the Plan as regular pre-tax 401(k) contributions and/or Roth 401(k) contributions forthe year, up to a maximum matching contribution of $6,000 per year. The matching contribution continues each payroll period until shereaches the IRS contribution limit of $18,000.

Then Karen has "true up" matching contributions shown below for applicable payroll periods calculated based on her full yearcontributions and compensation which continue after she reaches the $18,000 contribution limit.

2015 Matching Contributions

PayPeriod

Pay PeriodCompensation

ContributionRate

Pre-Tax/RothContribution Match

True UpMatch

1 3,769 25.0% 942 151 -2 3,769 25.0% 942 151 -3 3,769 25.0% 942 151 -4 3,769 25.0% 942 151 -5 3,769 25.0% 942 151 -6 3,769 25.0% 942 151 -7 3,769 25.0% 942 151 -8 3,769 25.0% 942 151 -9 3,769 25.0% 942 151 -

10 3,769 25.0% 942 151 -11 3,769 25.0% 942 151 -12 3,769 25.0% 942 151 -13 3,769 25.0% 942 151 -B 2,000 25.0% 500 80 -

14 3,769 25.0% 942 151 -15 3,769 25.0% 942 151 -16 3,769 25.0% 942 151 -17 3,769 25.0% 942 151 -18 3,769 25.0% 942 151 -19 3,769 25.0% 538 151 -20 3,769 25.0% - - 15121 3,769 25.0% - - 15122 3,769 25.0% - - 15123 3,769 25.0% - - 15124 3,769 25.0% - - 15125 3,769 25.0% - - 15126 3,769 25.0% - - 151

Totals 100,000 18,000 2,945 1,055

Total Match 4,000Match % 4.00%

*Totals adjusted for rounding.

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#2 -- Mary Jones

Assume Mary has the following base salary and bonus amounts for 2015:

Base Salary 190,000 7,308 (biweekly rate)

Bonus 10,000 (paid in July 2015)

Also assume that Mary makes pre-tax 401(k) and/or Roth 401(k) contributions for the entire year at a 20% rate.

For 2015, Mary has matching contributions shown below for each payroll period under the Plan’s matching formula of 100% of the first2% of eligible compensation contributed as regular pre-tax 401(k) contributions and/or Roth 401(k) contributions for the year, plus 50% ofthe next 4% of eligible compensation contributed to the Plan as regular pre-tax 401(k) contributions and/or Roth 401(k) contributions forthe year, up to a maximum matching contribution of $6,000 per year. The matching contribution continues each payroll period until shereaches the IRS contribution limit of $18,000.

Then Mary has "true up" matching contributions shown below for applicable payroll periods calculated based on her full year contributionsand compensation which continue after she reaches the $18,000 contribution limit and until she reaches the maximum matchingcontribution of $6,000 per year.


PayPeriod


ContributionRate


True UpMatch

1 7,308 20.0% 1,462 292 -2 7,308 20.0% 1,462 292 -3 7,308 20.0% 1,462 292 -4 7,308 20.0% 1,462 292 -5 7,308 20.0% 1,462 292 -6 7,308 20.0% 1,462 292 -7 7,308 20.0% 1,462 292 -8 7,308 20.0% 1,462 292 -9 7,308 20.0% 1,462 292 -

10 7,308 20.0% 1,462 292 -11 7,308 20.0% 1,462 292 -12 7,308 20.0% 1,462 292 -13 7,308 20.0% 462 292 -B 10,000 20.0% - - 400

14 7,308 20.0% - - 29215 7,308 20.0% - - 29216 7,308 20.0% - - 29217 7,308 20.0% - - 29218 7,308 20.0% - - 29219 7,308 20.0% - - 29220 7,308 20.0% - - 4621 7,308 20.0% - - -22 7,308 20.0% - - -23 7,308 20.0% - - -24 7,308 20.0% - - -25 7,308 20.0% - - -26 7,308 20.0% - - -

Totals 200,000 18,000 3,800 2,200

Total Match 6,000


-25-

#3 -- Paul Williams

Assume Paul has the following base salary and bonus amounts for 2015:Base Salary 58,000 2,231 (biweekly rate)Bonus 2,000 (paid in July 2015)

Also assume that Paul does not makes pre-tax 401(k) and/or Roth 401(k) contributions for the first 13 payroll periods, then begins to makecontributions at a 12% rate for the remaining 13 payroll periods of the year and bonus paid in July.

For 2015, Paul has matching contributions shown below for each payroll period under the Plan’s matching formula of 100% of the first 2%of eligible compensation contributed as regular pre-tax 401(k) contributions and/or Roth 401(k) contributions for the year, plus 50% of thenext 4% of eligible compensation contributed to the Plan as regular pre-tax 401(k) contributions and/or Roth 401(k) contributions for theyear, up to a maximum matching contribution of $6,000 per year.

Then Paul has "true up" matching contributions shown below for applicable payroll periods calculated based on his full year contributionsand compensation.


PayPeriod


ContributionRate


True UpMatch

1 2,231 0.0% - - -2 2,231 0.0% - - -3 2,231 0.0% - - -4 2,231 0.0% - - -5 2,231 0.0% - - -6 2,231 0.0% - - -7 2,231 0.0% - - -8 2,231 0.0% - - -9 2,231 0.0% - - -

10 2,231 0.0% - - -11 2,231 0.0% - - -12 2,231 0.0% - - -13 2,231 0.0% - - -B 2,000 12.0% 240 80 160

14 2,231 12.0% 268 89 17815 2,231 12.0% 268 89 14516 2,231 12.0% 268 89 6717 2,231 12.0% 268 89 6718 2,231 12.0% 268 89 6719 2,231 12.0% 268 89 6720 2,231 12.0% 268 89 6721 2,231 12.0% 268 89 6722 2,231 12.0% 268 89 6723 2,231 12.0% 268 89 6724 2,231 12.0% 268 89 6725 2,231 12.0% 268 89 6726 2,231 12.0% 268 89 7

Totals 60,000 3,720 1,240 1,160



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#4 -- Brian Smith

Assume Brian has the following base salary and bonus amounts for 2015:Base Salary 98,000 3,769 (biweekly rate)Bonus 2,000 (paid in July 2015)

Also assume that Brian makes pre-tax 401(k) and/or Roth 401(k) contributions for the first 8 payroll periods at a 2% rate, then increases therate to 8% for the remaining 18 payroll periods and bonus paid in July.

For 2015, Brian has matching contributions shown below for each payroll period under the Plan’s matching formula of 100% of the first2% of eligible compensation contributed as regular pre-tax 401(k) contributions and/or Roth 401(k) contributions for the year, plus 50% ofthe next 4% of eligible compensation contributed to the Plan as regular pre-tax 401(k) contributions and/or Roth 401(k) contributions forthe year, up to a maximum matching contribution of $6,000 per year.

Then Brian has "true up" matching contributions shown below for applicable payroll periods calculated based on his full year contributionsand compensation.


PayPeriod


ContributionRate


True UpMatch

1 3,769 2.0% 75 75 -2 3,769 2.0% 75 75 -3 3,769 2.0% 75 75 -4 3,769 2.0% 75 75 -5 3,769 2.0% 75 75 -6 3,769 2.0% 75 75 -7 3,769 2.0% 75 75 -8 3,769 2.0% 75 75 -9 3,769 8.0% 302 151 38

10 3,769 8.0% 302 151 3811 3,769 8.0% 302 151 3812 3,769 8.0% 302 151 3813 3,769 8.0% 302 151 38B 2,000 8.0% 160 80 20

14 3,769 8.0% 302 151 3815 3,769 8.0% 302 151 3816 3,769 8.0% 302 151 3817 3,769 8.0% 302 151 3818 3,769 8.0% 302 151 3819 3,769 8.0% 302 151 3820 3,769 8.0% 302 151 3821 3,769 8.0% 302 151 3822 3,769 8.0% 302 151 3823 3,769 8.0% 302 151 3824 3,769 8.0% 302 151 1825 3,769 8.0% 302 151 -26 3,769 8.0% 302 151 -

Totals 100,000 6,191 3,397 603



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