The Plan as amended and restated in this document will apply only to eligible persons who are employees of an Employer Unit on or after September 4, 2018; and

The rights and benefits of Participants whose employment ended before September 4, 2018, will be determined under the applicable instruments in effect when their employment ended, or as otherwise specifically provided in those instruments.

Account or Accounts. “Account” or “Accounts” for any Participant means any account or accounts established pursuant to Section 7.01. As used in the Plan, the terms “Account” or “Accounts” will mean any relevant one of the Accounts or all Accounts as the context requires.

Adoption Agreement. “Adoption Agreement” means the agreement by which the Plan is adopted with regard to certain Eligible Employees at a Covered Location of an Employer Unit and sets forth certain specifications applicable under the Plan with respect to such Eligible Employees. An Adoption Agreement will be effective as of the Effective Date stated in Paragraph A of the Adoption Agreement.

Affiliate. “Affiliate” means any company that is:

a member of a controlled group of corporations as defined in section 414(b) of the Code (determined under section 1563(a) of the Code without regard to sections 1563(a)(4) and (e)(3)(C) of the Code) with the Company;

any trade or business under common control (as defined in section 414(c) of the Code) with the Company;

any member of an affiliated service group (as defined in section 414(m) of the Code) that includes the Company; or

any other entity required to be aggregated with the Company pursuant to regulations under section 414(o) of the Code.

After-Tax Contributions. “After-Tax Contributions” means the contributions made to the Plan by an Eligible Employee pursuant to a Participant election under Section 4.02.

After-Tax Contribution Account. “After-Tax Contribution Account” means the record of assets held by the Trustee for a Participant or Beneficiary under the Plan that is derived from After-Tax Contributions.

Alternate Payee. “Alternate Payee” means any Spouse, former Spouse, child or other dependent of a Participant who is recognized by a Qualified Domestic

Base Group. “Base Group” means for any calendar year, each Participant described in Section 3.02:

other than a Participant who is a non-Highly Compensated Employee, has not attained age twenty-one (21), and has completed less than a Year of Service before the last day of the Plan Year;

who is employed by an Employer Unit as an Eligible Employee at any time during that year; and

who is not in the Test Group.

Beneficiary. “Beneficiary” means any individual or legal entity who or which becomes eligible to receive benefits payable under the Plan in the event of a Participant’s death, as provided in Section 12.04.

Board of Directors. “Board of Directors” means the Board of Directors of the Company, as it may be constituted from time to time, and any committee, officer, or other individual to which or to whom the Board of Directors will have delegated any of its responsibilities under the Plan.

Catch-Up Contributions. “Catch-Up Contribution” means a Pre-Tax Contribution or Roth Contribution that meets the requirements of Section 4.03.

Catch-Up Contribution Account. “Catch-Up Contribution Account” means the record of assets held by the Trustee for a Participant or Beneficiary under the Plan that is derived from Catch-Up Contributions.

Code. “Code” means the Internal Revenue Code of 1986, as amended.

Committee. “Committee” means the Committee appointed and serving pursuant to Article 14.

Company. “Company” means AMETEK, Inc., a Delaware corporation, or any successor that assumes its obligations under the Plan.

Company Stock. “Company Stock” means common stock of the Company.

Company Stock Fund. “Company Stock Fund” means the Investment Fund established pursuant to Section 8.01(b).

Compensation. “Compensation” means (1) wages as defined in section 3401(a) of the Code and all other payments of compensation to an Employee by the Employer (in the course of the Employer’s trade or business) for which the Employer is required to furnish the Employee a written statement under sections 6041(d), 6051(a)(3), and 6052 of the Code, (2) amounts deferred at the election of the Employee that would be included in wages if not deferred pursuant to the rules of section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b) of the

sign-on bonuses (and for purposes of Catch-Up Contributions only, any performance or non-performance based bonus payments);

reimbursements or other expense allowances;

cash or non-cash fringe benefits (other than elective deferrals as described above), including tuition, housing, dependent education, and car allowance;

moving expenses;

deferred compensation (other than elective deferrals as described above), including amounts attributable to the grant, exercise, vesting, or payment of stock options, restricted stock, and other stock-based rights;

amounts credited or paid under any employee welfare benefit plan (other than the elective deferrals described above);

severance benefits (paid in any form); and

imputed income with respect to split-dollar life insurance.

Contribution Ratio. “Contribution Ratio” means for any calendar year the ratio of the sum of the Participant’s allocated Matching Contributions, After-Tax Contributions (including Pre-Tax or Roth Contributions that are recharacterized as After-Tax Contributions in accordance with Section 6.03(a)), and Retirement Incentive Contributions for that year (not including any make-up contributions pursuant to section 414(u)(2) of the Code) to the Participant’s Compensation for that year. For this purpose, “compensation” means compensation as defined in section 414(s) of the Code and Treasury Regulation section 1.414(s)-1.

Covered Location. “Covered Location” means a facility, plant, location, or other group of an Employer Unit designated as such in Paragraph C of an Adoption Agreement or Exit Agreement, or any successor to such facility, plant, location, or other group of an Employer Unit. An Employee will be considered employed at a Covered Location for which he performs the majority of his services or at the location that is responsible for the Employee, as determined by the Plan Administrator.

Deferral Ratio. “Deferral Ratio” means for any calendar year the ratio of a Participant’s Pre-Tax Contributions and Roth Contributions for that year (not including any Catch-Up Contributions or make-up contributions pursuant to section 414(u)(2) of the Code) to the Participant’s Compensation for that year. For this purpose, “compensation” means compensation as defined in section 414(s) of the Code and Treasury Regulation section 1.414(s)-1.

Disabled. “Disabled” means (1) if the Participant participated in a defined benefit pension plan maintained by the Employer or the Affiliate immediately before becoming disabled, the meaning of this term under the defined benefit pension plan; or (2) if the Participant does not participate in such a defined benefit pension plan immediately before becoming disabled, a Participant will be considered “Disabled” if he is receiving disability benefits from Social Security for a disability that occurs while he is employed by the Employer or an Affiliate.

Discretionary Contributions. “Discretionary Contributions” means the contributions made to the Plan by an Employer on behalf of a Participant pursuant to Section 5.04.

Discretionary Contribution Account. “Discretionary Contribution Account” means the record of assets held by the Trustee for a Participant or Beneficiary under the Plan that are derived from Discretionary Contributions.

Effective Date. “Effective Date” means September 4, 2018.

Eligible Employee. “Eligible Employee” means an individual who is (1) an Employee, (2) a member of a group that has been designated as included in the definition of “Eligible Employee” in Paragraph D of an Adoption Agreement, and (3) not a member of a group that has been designated as “Ineligible Employees” in Paragraph D of an Exit Agreement; provided that Eligible Employee will not include the following, unless Paragraph D of the applicable Adoption Agreement expressly provides to the contrary:

a Leased Employee, unless required to be included as an Eligible Employee in order to meet the applicable requirements of section 414(n)(3) of the Code;

an individual who is classified by the Employer or an Affiliate as a temporary or seasonal employee;

a student who is employed by the Employer or an Affiliate while attending school or during his or her breaks from school or any other individual who is classified as an “intern” or temporary employee in accordance with the Employer’s or Affiliate’s regular employment practices and policies;

an individual who is treated or classified by the Employer as a director, independent contractor or otherwise is not classified by the Employer as a “common law employee” of the Employer, even if he is later determined to be a “common law employee” of the Employer by reason of Revenue Ruling 87-41 or any successor thereto. If an individual who is excluded pursuant to this paragraph (4) later becomes classified as a common law employee of the Employer or an Affiliate for any reason, that individual will be deemed to be an Eligible Employee as of the later of (i) the date on which he is reclassified as a common law employee or (ii) the effective date as of which he is reclassified as a common law employee.

an individual whose basic compensation for services on behalf of an Employer or Affiliate is not paid directly by an Employer or Affiliate;

an individual employed under a contract or other agreement that provides that the individual is not eligible to participate in the Plan; or

an individual employed by an Employer who is a non-resident alien and received no earned income (within the meaning of section 911(d)(2) of the Code) from the Employer that constitutes income from sources within the United States (within the meaning of section 861(a)(3) of the Code).

Employee. “Employee” means any person who is employed by the Employer or an Affiliate as a common law employee.

Employer. “Employer” means the Company and any Employer Unit.

Employer Contribution. “Employer Contribution” means Matching Contributions, Retirement Contributions, Retirement Incentive Contributions, Discretionary Contributions, or Profit-Sharing Contributions.

Employer Unit. “Employer Unit” means the Company or any Affiliate or any division or other group of the Company or an Affiliate that adopts this Plan as indicated in Paragraph B of an Adoption Agreement or Exit Agreement, or any successor to the Company or any such Affiliate, division, or other group of the Company or an Affiliate.

Exit Agreement. “Exit Agreement” means the agreement by which certain Employees at a Covered Location of an Employer Unit cease to participate in the Plan and that sets forth certain specifications applicable under the Plan with respect to such Employees. An Exit Agreement will be effective as of the Effective Date stated in Paragraph A of the Exit Agreement.

Highly Compensated Employee. “Highly Compensated Employee” means an Employee who:

during the Plan Year or the preceding Plan Year was a Five Percent Owner (within the meaning of Section 19.02(d)), or

for the preceding Plan Year had compensation (within the meaning of Section 6.02(c)(2)) in excess of $110,000 (or such other amount as may be prescribed from time-to-time by the Secretary of the Treasury pursuant to section 414(q)(1)(B)(i) of the Code).

Hour of Service. “Hour of Service” means each of the following, without duplication:

each hour for which an Employee is paid or entitled to payment for the performance of duties for an Employer or an Affiliate;

each hour for which an Employee is paid or entitled to payment by an Employer or Affiliate although no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, layoff, jury duty, military duty, or leave of absence;

each hour for which back pay is awarded or agreed to by an Employer or Affiliate, irrespective of mitigation of damages; and

each hour of military leave, in accordance with Section 20.03, or family and medical leave that is required by Federal law to be credited.

In-Plan Roth Conversion. “In-Plan Roth Conversion” means the transfer of amounts from an Account of the Participant to an In-Plan Roth Conversion Account.

In-Plan Roth Conversion Account. “In-Plan Roth Conversion Account” means the record of assets held by the Trustee for a Participant or Spouse Beneficiary under the Plan that are derived from In-Plan Roth Conversions.

Insurance Contract. “Insurance Contract” means an insurance policy, including, but not limited to, universal life insurance policies issued by a licensed insurance carrier, issued to the Trustee for the benefit of a Participant.

Investment Fund. “Investment Fund” means the one or more investment funds provided pursuant to Section 8.01.

Leased Employee. “Leased Employee” means any person who, pursuant to an agreement between the Employer or an Affiliate and any other person (“leasing organization”), performed services for the Employer or Affiliate or any related persons determined in accordance with section 414(n)(6) of the Code on a substantially full-time basis for a period of at least one year and such services are performed under the primary direction of or control by the Employer or Affiliate. In the case of any person who is a Leased Employee before or after a period of Service as an Employee, the entire period during which he performed services as a Leased Employee will be counted as service as an Employee for all purposes of the Plan, except that he will not, by reason of that status, become a Participant of the Plan. However, the period during which such individual performed services as a Leased Employee will not be counted as service as an Employee if, while a Leased Employee, (1) the individual is covered by a plan maintained by his leasing organization that meets the requirements of section 414(n)(5)(B) of the Code and (3) Leased Employees do not constitute more than twenty percent (20%) of the non-highly compensated workforce of the Employer. A Participant will not be deemed to have terminated employment for purposes of this Plan if he becomes a Leased Employee.

Loan Fund. “Loan Fund” means the Investment Fund described in Section 8.01(a).

Matching Contributions. “Matching Contributions” means the contributions made to the Plan by an Employer on behalf of a Participant pursuant to Section 5.01.

Matching Contribution Account. “Matching Contribution Account” means the record of assets held by the Trustee for a Participant or Beneficiary under the Plan that are derived from Matching Contributions.

Merged Plan Contributions. “Merged Plan Contributions” means the amounts that (1) are subject to a vesting schedule, distribution right, or other special right or feature identified in the Adoption Agreement that is not otherwise available under the Plan and (2) are transferred to the Plan on behalf of a Participant from a plan that is merged into the Plan pursuant to Section 18.04.

Merged Plan Contribution Account. “Merged Plan Contribution Account” means the record of assets held by the Trustee for a Participant or Beneficiary under the Plan that are derived from Merged Plan Contributions.

Normal Retirement Age. “Normal Retirement Age” means (1) age 65 for a Participant who is not eligible for Retirement Contributions pursuant to Paragraph E of the applicable Adoption Agreement or (2) the later of (i) age 65 or (ii) the fifth (5th) anniversary of the Participant’s commencement of participation in the Plan.

Participant. “Participant” means any Eligible Employee who satisfies the requirements set forth in Article 3. In the event of the death or incompetency of a Participant, the term will mean the Participant’s personal representative or guardian.

Period of Severance. “Period of Severance” means for any Employee, the period beginning on the Employee’s Severance from Service Date and ending on the date the Employee next completes an Hour of Service.

Plan. “Plan” means The AMETEK Retirement and Savings Plan as it may be amended from time to time.

Plan Administrator. “Plan Administrator” means the person, group of persons, firm, or corporation serving as plan administrator pursuant to Section 14.01.

Plan Year. “Plan Year” means the 12-month period beginning on each January 1 and ending the following December 31.

Predecessor Employer. “Predecessor Employer” means a prior employer of an eligible Employee designated as such in Paragraph H of an Adoption Agreement.

Pre-Tax Contributions. “Pre-Tax Contributions” means the contributions made to the Plan by an Employer pursuant to a Participant election under Section 4.01.

Pre-Tax Contribution Account. “Pre-Tax Contribution Account” means the record of assets held by the Trustee for a Participant or Beneficiary under the Plan that is derived from Pre-Tax Contributions.

Profit-Sharing Contributions. “Profit-Sharing Contributions” means the contributions made to the Plan by an Employer on behalf of a Participant pursuant to Section 5.05.

Profit-Sharing Contribution Account. “Profit-Sharing Contribution Account” means the record of assets held by the Trustee for a Participant or Beneficiary under the Plan that are derived from Profit-Sharing Contributions.

Qualified Domestic Relations Order. “Qualified Domestic Relations Order” or “Order” means a domestic relations order (as defined in section 414(p) of the Code) that (1) creates or recognizes the existence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable with respect to a Participant under the Plan and (2) meets the requirements of section 206(d)(3) of ERISA and section 414(p) of the Code, as determined by the Plan Administrator.

Retirement Contributions. “Retirement Contributions” means the contributions made to the Plan by an Employer on behalf of a Participant pursuant to Section 5.02.

Retirement Contribution Account. “Retirement Contribution Account” means the record of assets held by the Trustee for a Participant or Beneficiary under the Plan that is derived from Retirement Contributions.

Retirement Incentive Contributions. “Retirement Incentive Contributions” means the contributions made to the Plan by an Employer on behalf of a Participant pursuant to Section 5.03.

Retirement Incentive Contribution Account. “Retirement Incentive Contribution Account” means the record of assets held by the Trustee for a Participant or Beneficiary under the Plan that is derived from Retirement Incentive Contributions.

Rollover Contributions. “Rollover Contributions” means the elective contributions made to the Plan by a Participant under Section 4.05.

Rollover Contribution Account. “Rollover Contribution Account” means the record of assets held by the Trustee for a Participant or Beneficiary under the Plan that is derived from Rollover Contributions. The Rollover Contribution Account includes the subaccounts specified in Section 7.02(f).

Roth Contributions. “Roth Contributions” means the portion of a Participant’s Pre-Tax Contributions designated irrevocably as Roth Contributions pursuant to a Participant election under Section 4.01(a)(3).

Roth Contribution Account. “Roth Contribution Account” means the record of assets held by the Trustee for a Participant or Beneficiary under the Plan that is derived from Roth Contributions.

Service. “Service” means, with respect to any Employee, his periods of employment with an Employer or Affiliate that are counted as “Service” in accordance with the following rules:

Each Employee will be credited with Service under the Plan for the period or periods during which such Employee maintains an employment relationship with an Employer or Affiliate. An Employee’s employment relationship begins on the date the Employee first renders one Hour of Service and ends on his Severance from Service Date.

Notwithstanding anything to the contrary in paragraph (1) or subsection (lll), if an Employee is continuously absent from employment with an Employer or Affiliate for more than one year for a reason described in subsection (lll)(2)(A), the period between the first and second anniversaries of the Employee’s first date of absence will not be treated as Service.

Service also will include a Period of Severance between an Employee’s Severance from Service Date and the first anniversary of the date on which the Employee was first absent, if the Employee completes an Hour of Service on or before such first anniversary date.

Service credit for a period of “qualified military service” will be determined in accordance with Section 20.03.

Severance from Service Date. “Severance from Service Date” means the earliest of:

the date an Employee quits, is discharged, retires, or dies (but not including the date a Participant becomes a Leased Employee); or

the later of:

the second anniversary of the date the Employee is first absent from employment with the Employer or an Affiliate on account of the Employee’s pregnancy, the birth of the Employee’s child, the placement of a child with the Employee in connection with the Employee’s adoption of that child, or the Employee’s caring for such child immediately following birth or placement; or

the first anniversary of the date the Employee is first absent from employment with the Employer or an Affiliate for any other reason (including a reason other than those set forth in paragraph (1)), such as vacation, holiday, sickness, disability, leave of absence (including pursuant to the Family and Medical Leave Act of 1993 and the regulations thereunder), or layoff.

Spouse. “Spouse” means the individual to whom the Participant is legally married, determined in accordance with IRS Revenue Ruling 2013-17 and other relevant guidance issued by the Internal Revenue Service and the Department of Labor, as of the earlier of the date on which the first payment of his retirement benefit is to be made or the date of his death. For periods before June 26, 2013, an individual shall be treated as a Spouse only to the extent provided in the provisions of the Plan then in effect. The term “Spouse” also will include a former Spouse of a Participant to the extent required by a Qualified Domestic Relations Order.

Taxable Wage Base. “Taxable Wage Base” for a Plan Year means the contribution and benefit base in effect under section 230 of the Social Security Act on the first day of the Plan Year for which allocations of Retirement Contributions are made. The Taxable Wage Base will be deemed to be the full amount of the Taxable Wage Base even if a Participant’s Compensation for a Plan Year is less than the Taxable Wage Base for reasons which include becoming a Participant after the first day of the Plan Year or experiencing a Severance From Service Date before the end of the Plan Year.

Test Group. “Test Group” means for any calendar year, each Participant described in Section 3.02:

other than a Participant who is a non-Highly Compensated Employee, has not attained age twenty-one (21), and who has completed less than a Year of Service before the last day of the Plan Year;

who is employed by an Employer Unit as an Eligible Employee at any time during that year; and

who is a Highly Compensated Employee.

Trust Fund. “Trust Fund” means all money, securities, and other property that is held by the Trustee, pursuant to the terms of the trust agreement established for such purposes.

Trustee. “Trustee” means the entity or individuals appointed from time to time by the Company to hold the assets of the Plan.

Valuation Date. “Valuation Date” means the date as of which the Trustee will determine the value of the assets in the Trust Fund for purposes of enabling the Plan Administrator or its delegate to determine the value of the Accounts.

Year of Service. “Year of Service” means for any Employee, each consecutive 12-month period of Service.

the use of the masculine gender will also include within its meaning the feminine and vice versa,

the use of the singular will also include within its meaning the plural and vice versa,

the word “include” will mean to include without limitation, and

any reference to a statute or section of a statute will further be a reference to any successor or amended statute or section, and any regulations or other guidance of general applicability issued thereunder.

Generally. Except as provided in subsection (b), an individual will be eligible to participate in the Plan if the individual is an Eligible Employee and has attained the age of eighteen (18).

Restrictions on Eligibility.

An Employee covered by a currently effective collective bargaining agreement will not be eligible to participate in the Plan unless the Employee is otherwise eligible and the agreement expressly provides for inclusion in the Plan of Eligible Employees in his bargaining unit. Expiration of a collective bargaining agreement will not by itself affect an Employee’s status as eligible to participate in the Plan pending execution of a new collective bargaining agreement.

No Employee will be eligible to participate or to continue to participate in the Plan if the applicable laws of any state, country, or other jurisdiction prohibit participation in the Plan or render its provisions invalid or inoperative in their application to that Employee.

Affirmative Election.

Amount of Election. Subject to the limits imposed by Section 4.04 and Article 6, a Participant may elect a reduction in Compensation equal to not less than one percent (1%) and not more than seventy-five percent (75%) of his Compensation for each payroll period beginning after the effective date of his election; provided that if the Participant is a Highly Compensated Employee, he may not elect a reduction in Compensation equal to more than ten percent (10%) of his Compensation. Pursuant to each such election, the Participant’s Employer Unit will, in accordance with Section 4.07, contribute the amount of the reduction in Compensation elected for a payroll period to the Plan on the Participant’s behalf as a Pre-Tax Contribution. The Plan Administrator may change the maximum percentages set forth in this subsection at any time with respect to non-discriminatory groups of Eligible Employees of an Employer Unit.

Election Procedures. A Participant may elect to have Compensation that would otherwise be paid to him by his Employer Unit in cash reduced as provided in subsection (1) by filing an election with the Plan Administrator in such form and at such time as the Plan Administrator will require. Such election will be effective on the first day of the first payroll period that follows the date that the election is made, subject to such rules as the Plan Administrator may establish for this purpose (including a deadline for making an election effective as of the first day of a particular payroll period). A Participant’s election will evidence the Participant’s agreement, until subsequently modified by the Participant in accordance with Section 4.06, to have contributions made on the Participant’s behalf in accordance with paragraph (1).

Roth Contributions. A Participant may elect to designate all or a portion of his Pre-Tax Contribution irrevocably, at the time of the election, as a Roth Contribution that is being made in lieu of all or a portion of the Pre-Tax Contribution. Roth Contributions shall be includible in the Participant’s income pursuant to section 402A of the Code.

Automatic Election of Pre-Tax Contributions.

Amount of Automatic Election.

Each Participant will be deemed to have elected to reduce his Compensation by three percent (3%), effective with respect to the first administratively feasible payroll period following the thirtieth (30th) day after the Participant receives the notice described in paragraph (2), unless within a reasonable period before such date, as determined by the Plan Administrator, the Participant elects in accordance with Section 4.06(a) either to reduce his

The amount of a deemed Pre-Tax Contribution election under this Section 4.01(b) will increase by one percent (1%) of Compensation each year until it equals six percent (6%) of Compensation as follows:

the first automatic increase will apply with respect to the first payroll period that begins in January of the year after the year in which the Participant is deemed to have elected to reduce his Compensation by three percent (3%) under Section 4.01(b)(1)(A), and

each subsequent automatic increase will apply with respect to the first payroll period that begins in the January following the first automatic increase or any subsequent automatic increase.

Notice Regarding Automatic Election.

Timing of Notice. At least thirty (30) days, but not more than ninety (90) days, before each Plan Year, the Plan Administrator will provide each Participant a comprehensive notice described in paragraph (B), below, written in a manner calculated to be understood by the average Participant. If a Participant becomes (or again becomes) eligible to participate in the Plan after the ninetieth (90th) day before the beginning of the Plan Year and does not receive the notice for that reason, the notice will be provided no earlier than ninety (90) days before the date that the Participant becomes (or again becomes) eligible to participate in the Plan but not later than the first administratively feasible date after the Participant becomes (or again becomes) eligible to participate in the Plan.

Content of Notice. The notice will describe:

the amount of Pre-Tax Contributions that will be made on the Participant’s behalf pursuant to an automatic election;

the Participant’s right to elect not to have any Pre-Tax Contributions made on his or her behalf or to elect to

how Pre-Tax Contributions made pursuant to an automatic election will be invested in the absence of the Participant’s investment instructions.

Amount of Election. Subject to the limits imposed by Section 4.04 and Article 6, a Participant may elect to make After-Tax Contributions to the Plan equal to not less than one percent (1%) and not more than seventy-five percent (75%) of his Compensation for each payroll period beginning after the effective date of his election; provided that if the Participant is a Highly Compensated Employee, he may not elect a reduction in Compensation equal to more than ten percent (10%) of his Compensation. Pursuant to each such election, the Participant’s Employer Unit will, in accordance with Section 4.07, contribute the amount of the reduction in Compensation elected for a payroll period to the Plan on the Participant’s behalf as an After-Tax Contribution. The Plan Administrator may change the maximum percentages set forth in this subsection at any time with respect to non-discriminatory groups of Eligible Employees of an Employer Unit. Any portion of an After-Tax Contribution made by a Participant for any Plan Year that exceeds the maximum amount permitted by the Plan shall be returned to him, together with the allocable gain or loss, as soon as practicable and shall not be considered an After-Tax Contribution for any purpose of the Plan.

Election Procedures. A Participant may elect to have Compensation that would otherwise be paid to him by his Employer Unit in cash reduced as provided in subsection (a) by filing an election with the Plan Administrator in such form and at such time as the Plan Administrator will require. Such election will be effective on the first day of the first payroll period that follows the date that the election is made, subject to such rules as the Plan Administrator may establish for this purpose (including a deadline for making an election effective as of the first day of a particular payroll period). A Participant’s election will evidence the Participant’s agreement, until subsequently modified by the Participant in accordance with Section 4.06, to have contributions made on the Participant’s behalf in accordance with subsection (a).

The excess, if any, of seventy-five percent (75%) of the Participant’s Compensation over the Participants elected percentage of Compensation for Pre-Tax, Roth, and After-Tax Contributions;

$5,000, as adjusted by the Internal Revenue Service in accordance with section 414(v)(2)(C) of the Code; or

The excess, if any, of:

the Participant’s Compensation (as defined in Section 6.02(c)(2)) for the Plan Year, over

the Participant’s Pre-Tax and Roth Contributions for the Plan Year.

Subject to Plan Administrator procedures and without regard to any limitations on contributions set forth in Section 4.01(a), 4.02, 4.03, 4.04, or Article 6, the Plan may receive from an Eligible Employee, regardless of whether he has completed the age requirements of Section 3.01, in cash, any portion of:

an eligible rollover distribution (as defined in subsection (f)) paid to an Eligible Employee from an eligible retirement plan (as defined in subsection (f)), provided that the rollover satisfies the requirements of section 402(c) or 408(d)(3)(A) of the Code and the Eligible Employee pays such amount to the Trustee on or before the 60th day after the day it was received by the Eligible Employee; or

an eligible rollover distribution (as defined in subsection (f)) paid as a direct rollover that satisfies section 401(a)(31) of the Code to the Trustee on behalf of the Eligible Employee by an eligible retirement plan.

The Plan will accept amounts attributable to a designated Roth account or after-tax amounts; provided that such rollover is in the form of a direct rollover described in subsection (a)(2).

Upon approval by the Plan Administrator, the amount transferred to the Plan by an Eligible Employee pursuant to this Section 4.05 will be credited to the Eligible Employee’s Rollover Contribution Account, and, in accordance with Article 7, shall be allocated within such Rollover Contribution Account to Pre-Tax Rollover,

Upon a transfer described in this Section 4.05 by an Eligible Employee who is not a Participant, the Eligible Employee’s Rollover Contribution Account will represent his sole interest in the Plan until he becomes a Participant.

The Plan Administrator will develop such other procedures and may require such information from an Eligible Employee as it deems necessary or desirable to determine that a proposed rollover will meet the requirements of this Section 4.05 and that the amount rolled over qualifies for rollover treatment pursuant to applicable provisions of the Code. If the Plan Administrator determines that any Rollover Contribution previously made to the Plan by a Participant is not a valid Rollover Contribution, the Plan Administrator will return to the Participant, as soon as administratively possible, the amount of the invalid Rollover Contribution, together with earnings attributable to the Rollover Contribution.

For purposes of this Section 4.05, the following terms are defined as follows:

Eligible Rollover Distribution. An “Eligible Rollover Distribution” is all or any portion of the distribution from an eligible retirement plan, excluding (A) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Eligible Employee and his designated beneficiary, or for a specified period of ten years or more; (B) any distribution to the extent such distribution is required under section 401(a)(9) of the Code; or (C) any amount that is distributed on account of hardship.

Eligible Retirement Plan. An “Eligible Retirement Plan” means (A) a qualified plan described in section 401(a) or 403(a) of the Code; (B) an annuity contract described in section 403(b) of the Code; (C) an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state; (D) an individual retirement account or annuity described in section 408(a) or 408(b) of the Code; or (E) a Roth individual retirement account described in section 408A(b) of the Code.

A Participant may elect to:

discontinue Pre-Tax Contributions, Roth Contributions, After-Tax Contributions, or Catch-Up Contributions and receive cash,

resume Pre-Tax Contributions, Roth Contributions, After-Tax Contributions, or Catch-Up Contributions; or

change the rate of his Pre-Tax, Roth Contributions, After-Tax Contributions, or Catch-Up Contributions;

A Participant may elect for his Pre-Tax Contributions to automatically increase each Plan Year by either one percent (1%), two percent (2%) or three percent (3%) of Compensation to the extent that the increases do not cause the Participant’s Pre-Tax Contributions, Roth Contributions, or Catch-Up Contributions to exceed the applicable limits described in Section 4.01(a), 4.03, 4.04, and Article 6. The Participant may elect the month that the increase will become effective during a Plan Year, and any increase will be applied beginning with Compensation earned during the first payroll period of that month. If the Participant does not elect a month for the automatic increase to apply, the increase will be applied effective beginning with Compensation earned during the first payroll period that begins in each Plan Year. A Participant may prospectively elect, at any time, to apply, discontinue or to change the time and amount of an automatic increase to the amount of his Pre-Tax Contributions.

If a Participant ceases to receive Compensation due to a change of status of employment, the Participant’s Pre-Tax Contributions, Roth Contributions, After-Tax Contributions, and Catch-Up Contributions will be automatically suspended as of the date of the change of status and discontinued as of the later of two and one half months after the change of status or the end of the Plan Year in which the change of status occurs. If a Participant’s contributions are discontinued due to a change of status of employment, his participation in the Plan upon his reemployment will be subject to Section 3.04. If a Participant ceases to receive Compensation by reason of a layoff, an authorized leave of absence, or a change of status of employment that does not result in discontinuance of the Participant’s contributions, the Participant’s Pre-Tax Contributions, Roth Contributions, After-Tax Contributions, and Catch-Up Contributions will be automatically suspended at the beginning of the leave period or as of the date of the change of status of employment and will be automatically reinstated upon his return.

An Employer Unit may suspend a Participant’s Pre-Tax Contributions, Roth Contributions, or After-Tax Contributions at any time if, based on the Employer Unit’s estimates, suspension appears to be necessary to avoid or reduce any year-end adjustment that it otherwise may expect to make under Section 6.02.

No Employee will make Pre-Tax Contributions, Roth Contributions, After-Tax Contributions, or Catch-Up Contributions for any payroll period beginning after the effective date as set forth in Paragraph A of an applicable Exit Agreement.

Employer Units will make payment in cash of Pre-Tax Contributions, Roth Contributions, After-Tax Contributions, and Catch-Up Contributions to the Trustee. The Trustee will credit the amounts so received to the Pre-Tax Contribution, Roth Contribution, After-Tax Contribution, and Catch-Up Contribution Accounts, respectively, of the appropriate Participants as soon as administratively feasible after receipt of the amounts.

Each contribution made by the Employer Units pursuant to the provisions of this Article 4 is made expressly contingent on its deductibility for federal income tax purposes for the fiscal year with respect to which such contribution is made, and no such contribution will be made for any year to the extent it would exceed the deductible limit for such year as set forth in section 404 of the Code.

Subject to the limitations imposed by Article 6, the appropriate Employer Unit will contribute for each Participant the lesser of:

the percentage specified in Paragraph E of the applicable Adoption Agreement multiplied by the sum of any Pre-Tax Contributions and Roth Contributions (not including Catch-up Contributions or amounts initially intended to be Catch-up Contributions but reclassified as Pre-Tax Contributions or Roth Contributions pursuant to Section 6.01(b)) made on behalf of that Participant for that payroll period, or

the maximum Matching Contribution specified in Paragraph E of the applicable Adoption Agreement;

Employer Units will make payment in cash of Matching Contributions to the Trustee as soon as practicable after the Pre-Tax Contributions and Roth Contributions on which such Matching Contributions are based are contributed to the Plan. Matching Contributions will be allocated to Participants’ Matching Contribution Accounts in accordance with Section 7.02(g).

In General. Except as provided in Section 4.03 (with respect to Catch-Up Contributions) and Section 20.02(b), a Participant’s Pre-Tax Contributions and Roth Contributions for any calendar year will not exceed the amount set forth in section 402(g)(1) of the Code, as adjusted from time to time by the Secretary of the Treasury or by applicable law, reduced by contributions to other plans excludible from his taxable income by reason of sections 401(k), 403(b), 408(k), or 408(p) of the Code.

Correction of Excess Deferrals. If the sum of the Participant’s Pre-Tax Contributions and Roth Contributions (excluding Catch-Up Contributions) and similar contributions to any other qualified defined contribution plan maintained by the Employer or an Affiliate on behalf of a Participant exceeds the dollar limit set forth above for any calendar year, the Participant will be deemed to have elected a return of the contributions in excess of such limit (“excess deferrals”) from this Plan. In addition, if a Participant makes pre-tax contributions or Roth contributions under another qualified defined contribution plan maintained by an employer other than the Employer or an Affiliate for any calendar year and those contributions when added to his Pre-Tax Contributions and Roth Contributions under this Plan exceed the dollar limit set forth above for that calendar year, the Participant may allocate a portion of such excess deferrals to this Plan so long as he notifies the Plan Administrator by April 1 of that following year of the amount of excess deferral allocated to this Plan. The excess deferrals, together with earnings, will be returned to the Participant no later than April 15 following the end of the calendar year in which the excess deferrals were made. Roth Contributions will be returned first and, to the extent that the excess deferrals are more than the Participant’s Roth Contributions for the year, then Pre-Tax Contributions equal to the remainder of the excess deferrals will be returned. The amount of excess deferrals to be returned for any calendar year will be reduced by any Pre-Tax Contributions or Roth Contributions previously returned to the Participant under Section 6.03(a) for that calendar year or re-characterized as Catch-Up Contributions contributed pursuant to Section 4.03 to the extent permitted by section 414(v) of the Code. If any Pre-Tax Contributions or Roth Contributions returned or re-characterized under this paragraph were matched by Matching Contributions or Retirement Incentive Contributions under Sections 5.01 and 5.03, respectively, those Matching Contributions and Retirement Incentive Contributions, together with earnings, will be forfeited and used to reduce Employer Contributions.

In General. The Annual Additions to the Accounts of any Participant for a Plan Year, when added to the Annual Additions of his accounts under all other defined contribution plans maintained by the Employer or an Affiliate, may not exceed the lesser of:

Forty-nine thousand dollars ($49,000), as adjusted in accordance with section 415(d) of the Code, or

One hundred percent (100%) of the Participant’s Compensation (as defined below) for the Plan Year.

Correction of Excess Annual Additions.

If for any Plan Year the Annual Additions on behalf of a Participant exceed the limitations of subsection (a), the excess will be disposed of in accordance with the requirements of the Employee Plans Compliance Resolution System or such other method approved by the Internal Revenue Service.

If the Annual Additions on behalf of a Participant for a Plan Year exceed the limitations of subsection (a) because the Participant is also participating in or has participated in a Related Plan, the Annual Additions with respect to the Participant under the other plan will, to the extent permitted by the other plan, be suspended or reduced until the limitations are satisfied. If the Participant has Annual Additions allocated on his behalf under more than one other Related Plan, suspensions or reductions will be made in reverse chronological order, beginning with the plan under which the Participant most recently was allocated an Annual Addition and ending with the plan under which the Participant least recently was allocated an Annual Addition. If the other Related Plan does not permit suspensions or reductions as a result of excess annual additions, reductions or suspensions will be made under this Plan.

Definitions. For purposes of this Section 6.02, the following definitions and rules of interpretation will apply:

Annual Additions means the sum of the following amounts:

Pre-Tax Contributions, Roth Contributions, After-Tax Contributions, Matching Contributions, Retirement Contributions, Retirement Incentive Contributions, Discretionary Contributions, and Profit-Sharing Contributions allocated to a Participant’s Accounts under the Plan and similar contributions allocated to a Participant’s accounts under any Related Plan during the Plan Year;

Forfeitures allocated to a Participant’s Accounts under this Plan and any Related Plan;

Any amounts allocated to an individual medical account, as defined in section 414(l)(2) of the Code, that is part of a pension or annuity plan maintained by an Employer; and

Any amounts derived from contributions for post-retirement medical benefits allocated to the separate account of a key employee (as defined in section 419(A)(d)(3) of the Code) under a welfare benefit plan (as defined in section 419(e) of the Code) maintained by an Employer.

Compensation means (1) wages as defined in section 3401(a) of the Code and all other payments of compensation to an Employee by the Employer (in the course of the Employer’s trade or business) for which the Employer is required to furnish the Employee a written statement under sections 6041(d), 6051(a)(3), and 6052 of the Code, plus (2) any amounts deducted from a Participant’s earnings on a pre-tax basis for group health care coverage because the Employer does not request or collect information regarding the Participant’s other health care coverage as part of the enrollment process for the health plan, to the extent that the sum of these amounts is less than the applicable limitation under section 401(a)(17) of the Code. “Compensation” will not include compensation paid or made available to the Participant after the Participant’s termination of employment with the Employer or Affiliate, except regular pay (within the meaning of Treasury Regulation section 1.415(c)-2(e)(3)(i)) that is paid by the later of two and one-half months after the Participant terminates employment or the end of the Plan Year.

Related Plan means any other plan or portion of a plan that is maintained by the Employer or an Affiliate and treated as a “defined contribution plan” under section 414(k) of the Code and Treasury Regulation section 1.415(c)-1(a)(2).

Pre-Tax Contributions and Roth Contributions. Pre-Tax Contributions and Roth Contributions (not including Catch-Up Contributions) of a Participant in the Test Group will not be given effect and the amounts otherwise deferred will constitute first Catch-Up Contributions (to the extent permitted under Section 4.03), and then After-Tax Contributions (to the extent permitted under Section 4.02), to the extent necessary to reduce the average of the Deferral Ratios of all Eligible Employees in the Test Group to the greater of the following amounts (the “Maximum Ratio”):

1.25 times the average of the Deferral Ratios of all Eligible Employees in the Base Group for the applicable Plan Year; or

2.0 times the average of the Deferral Ratios of all Eligible Employees in the Base Group, but not more than this average plus 2%, for the applicable Plan Year.

After-Tax Contributions, Matching Contributions, and Retirement Incentive Contributions. The average of the Contribution Ratios of all Eligible Employees in the Test Group may not exceed the greater of the following amounts:

1.25 times the average of the Contribution Ratios of all Eligible Employees in the Base Group for the applicable Plan Year; or

to the extent not prohibited by applicable regulations, 2.0 times the average of the Contribution Ratios of all Eligible Employees in the Base Group, but not more than this average plus 2%, for the applicable Plan Year.

Notwithstanding any provision of this Section 6.03 to the contrary, Eligible Employees who are included in a unit of employees covered by an agreement

Income. As of each Valuation Date, each Investment Fund will be revalued separately. Based on such revaluation of the Investment Funds, each Account will be revalued as of the applicable Valuation Date to reflect its proportionate share of investment experience since the immediately preceding Valuation Date.

Pre-Tax Contributions. As of each Valuation Date, the Pre-Tax Contributions received by the Trust Fund since the immediately preceding Valuation Date will be allocated to the Pre-Tax Contribution Accounts of the Participants on whose behalf such contributions were made.

Roth Contributions. As of each Valuation Date, the Roth Contributions received by the Trust Fund since the immediately preceding Valuation Date will be allocated to the Roth Contribution Accounts of the Participants on whose behalf such contributions were made.

After-Tax Contributions. As of each Valuation Date, the After-Tax Contributions received by the Trust Fund since the immediately preceding Valuation Date will be allocated to the After-Tax Contribution Accounts of the Participants on whose behalf such contributions were made.

Catch-Up Contributions. As of each Valuation Date, the Catch-Up Contributions received by the Trust Fund since the immediately preceding Valuation Date will be allocated to the Catch-Up Contribution Accounts of the Participants on whose

A Pre-Tax Catch-Up Subaccount, to which any pre-tax Catch-Up Contributions are credited; and

A Roth Catch-Up Subaccount, to which any Roth Catch-Up Contributions are credited.

Rollover Contributions. As of each Valuation Date, the Rollover Contributions received by the Trust Fund since the immediately preceding Valuation Date will be allocated to the Rollover Contribution Accounts of the Participants on whose behalf such contributions were made. The Rollover Contribution Account will consist of the following subaccounts:

A Pre-Tax Rollover Subaccount, to which any pre-tax rollover contributions are credited;

A Roth Rollover Subaccount, to which any Roth rollover contributions are credited; and

An After-Tax Rollover Subaccount, to which any after-tax rollover contributions are credited.

Matching Contributions. As of each Valuation Date, the Matching Contributions received by the Trust Fund since the immediately preceding Valuation Date will be allocated to the Matching Contribution Accounts of the Participants on whose behalf such contributions were made.

Retirement Contributions. As of each Valuation Date, the Retirement Contributions received by the Trust Fund since the immediately preceding Valuation Date will be allocated to the Retirement Contribution Account of the Participants on whose behalf such contributions were made.

Retirement Incentive Contributions. As of each Valuation Date, the Retirement Incentive Contributions received by the Trust Fund since the immediately preceding Valuation Date will be allocated to the Retirement Incentive Contribution Accounts of the Participants on whose behalf such contributions were made.

Discretionary Contributions. As of each Valuation Date, the Discretionary Contributions received by the Trust Fund since the immediately preceding Valuation Date will be allocated to the Discretionary Contribution Accounts of the Participants on whose behalf such contributions were made.

Merged Plan Contributions. As of each Valuation Date, the Merged Plan Contributions received by the Trust Fund since the immediately preceding Valuation Date will be allocated to the Merged Plan Contribution Accounts of the Participants on whose behalf such contributions were received.

In-Plan Roth Conversions. As of each Valuation Date, the In-Plan Roth Conversion amounts used in the application of an In-Plan Roth Conversion election since the immediately preceding Valuation Date will be allocated to the In-Plan Roth Conversion Account of the Participant on whose behalf such In-Plan Roth Conversion election was made.

Profit-Sharing Contributions. As of each Valuation Date, the Profit-Sharing Contributions received by the Trust Fund since the immediately preceding Valuation Date will be allocated to the Profit-Sharing Contribution Accounts of the Participants on whose behalf such contributions were made.

The Plan Administrator has the authority to direct the Trustee to maintain the assets of the Trust Fund in multiple Investment Funds so as to provide alternative investment vehicles for the assets of the Plan. The Plan Administrator, in its sole discretion, has the authority to establish the number and type of Investment Funds, to establish additional Investment Funds (including the authority to establish a default fund) and to close, limit, or eliminate the availability of any of the Investment Funds.

Company Stock Fund. The Company Stock Fund will be an Investment Fund under the Plan.

The Company Stock Fund will not be a managed investment fund and will be invested primarily in Company Stock at all times. The Company Stock Fund will be a unitized fund and as such will include cash or short-term liquid investments. The Plan Administrator will, after consultation with the Trustee, establish and communicate to the Trustee in writing a target liquidity percentage and drift allowance for such short-term liquid investments.

The Company, as the settlor of the Plan, intends the Company Stock Fund to offer eligible employees opportunities to invest indirectly in Company Stock and to participate in the performance of Company Stock on terms similar to those that apply to Company shareholders. The Company intends the Company Stock Fund to offer such opportunities over an indefinite period of time during which the performance of Company Stock could vary widely. The Company intends the Company Stock Fund to continue to offer such opportunities under all market conditions and regardless of the current, recent, or historical performance of the Company or Company Stock (for example, regardless of whether, over any period of time (of whatever duration), the Company pays dividends to its shareholders and regardless of whether, over any period of time (of whatever duration), the market price of Company Stock (I) rises or falls, (II) is volatile or stable, or (III) is high or low in relation to any

Because the purpose of the Company Stock Fund is to offer Eligible Employees opportunities to invest indirectly in Company Stock and to participate in the performance of such stock on terms similar to those that apply to Company shareholders, the Plan’s fiduciaries and administrators will not (I) disclose material non-public information regarding the Company or Company Stock to the Plan, to the Trustee or other Plan fiduciaries, or to Participants or their Beneficiaries or Alternate Payees before such information is publicly disclosed or (II) based on such non-public information (and before such information is publicly disclosed), cause the Plan, the Trustee or other Plan fiduciaries, or Participants or their Beneficiaries or Alternate Payees to take any action with respect to Company Stock (such as buying or selling Company Stock or directing funds into or out of the Company Stock Fund).

Dividends received by the Company Stock Fund will be reinvested in additional shares of Company Stock (to the extent it is unnecessary to retain such dividends as cash to maintain the target liquidity percentage).

The Plan will comply with the diversification requirements of section 401(a)(35) of the Code and Treasury regulations and other applicable guidance issued thereunder. In this respect, a Participant, Beneficiary, or Alternate Payee will be eligible to transfer all or part of the portion of his Account that is invested in the Company Stock Fund to any of the other available Investment Funds (to the extent available for transfers in), as provided in Section 8.03. In addition:

The Investment Funds described in subsection (a) will include not less than three Investment Funds, other than the Company Stock Fund, into which a Participant, Beneficiary, or Alternate Payee may elect to transfer amounts invested in the Company Stock Fund. Each such additional Investment Fund will be diversified and have materially different risk and return characteristics.

As currently provided in Section 8.03, Participants, Beneficiaries, and Alternate Payees will be provided with reasonable, periodic opportunities to direct the transfer described in paragraph (1), occurring not less frequently than quarterly; and

except as provided in Treasury regulations and other applicable guidance, will not impose restrictions or conditions with respect to investment in the Company Stock Fund (other than restrictions or conditions imposed by reason of securities laws or designed to ensure compliance with such laws) which are not imposed on investments in other Investment Funds.

The Plan Administrator will notify Participants, Beneficiaries, and Alternate Payees of their diversification rights at the time, in the manner, and to the extent required pursuant to section 101(m) of ERISA and regulations and other guidance issued thereunder.

the amounts to be invested in the Investment Funds will be in integral multiples of one percent (1%) of the amounts contributed by or on behalf of the Participant under the Plan;

that the sum of such percentages does not exceed 100 percent (100%); and

the Participant may not elect for more than twenty-five percent (25%) of future contributions to be invested in the Company Stock Fund and may not elect to transfer amounts from other Investment Funds that would cause more than twenty-five percent (25%) of the value of his Accounts to be allocated to the Company Stock Fund.

Insurance Contracts are offered as an Investment Fund with respect to Participants who elected to make contributions to the Insurance Contracts or to transfer amounts from other Investment Funds to the Insurance Contract before January 1, 1987. No Participants are permitted to make an initial election to contribute to the Insurance Contracts pursuant to Section 8.02 or 8.03. Subject to the provisions of this Section 8.06, Participants who elected to make contributions to the Insurance Contracts before January 1, 1987, may increase the amount their Accounts contributed to Insurance Contracts to an amount equal to the premium costs associated with such Insurance Contracts. Participants are permitted to transfer amounts invested in an Insurance Contract to other Investment Funds pursuant to Section 8.03 only at the times and to the extent permitted under the Insurance Contract.

The premiums for such Insurance Contracts are paid from the amounts allocated to the Participant’s Accounts, as designated by the Participant, from future contributions made on behalf of the Participant and from any amounts paid with respect to the Insurance Contract. If such amounts are insufficient to pay any premiums due on the Insurance Contract, the Plan Administrator will notify the Participant and the Insurance Contract will be surrendered to the insurance company and the proceeds will be invested in either the default Investment Fund selected by the Plan Administrator as the Participant so elects in accordance with Section 8.03, after being notified by the Plan Administrator that the Insurance Contract has been surrendered. Alternatively, the Participant may elect to have the Trustee pay the premiums on such Insurance Contract from the portion of the Participant’s Accounts invested in any other Investment Fund.

If a Participant is permitted to invest a portion of his Account or future contributions in an Insurance Contract, the following rules apply to his investment directions:

The provisions of Sections 8.02(b) and 8.02(c) will apply to any amounts contributed by or on behalf of the Participant under the Plan that remain after the appropriate amount is allocated to Insurance Contracts. For example, the Participant cannot elect for more than 25% of the value of his Account that is not invested in Insurance Contracts to be invested in the Company Stock Fund.

The aggregate premiums paid for term life insurance under any Insurance Contract may not exceed 25 percent (25%), nor may the aggregate premiums paid for whole life insurance under any Insurance Contract exceed 50 percent (50%) of the Participant’s Pre-Tax Contribution Account, Catch-up Contribution Account, Employer Matching Contribution Account, and Rollover Account, at any particular time.

After a Participant terminates employment with the Employer, the Participant may elect to terminate any Insurance Contract in which a portion of his Account is

If a Participant dies, his Beneficiary has the same investment election rights as the Participant had before his death, until the Participant’s Account is distributed to the Beneficiary.

The Plan is intended to constitute a plan described in section 404(c) of ERISA and Title 29 of the Code of Federal Regulations, section 2550.404c-1. As such, the Plan’s fiduciaries will be relieved of liability for any losses that are the direct and necessary result of investment instructions given by a Participant or a Beneficiary.

Each Participant is solely responsible for the selection of his investment options. The Trustee, the Plan Administrator, the Employer, and the officers, supervisors and other employees of the Employer are not empowered to advise a Participant as to the manner in which his accounts will be invested. The fact that an Investment Fund is available to Participants for investment under the Plan will not be construed as a recommendation for investment in that particular Investment Fund.

death while employed by the Employer and or an Affiliate;

employment with the Employer and its Affiliates that terminates at or after the later of (1) a Participant’s 65^th birthday or (2) the fifth (5^th) anniversary of the Participant’s commencement of participation in the Plan;

becoming Disabled while employed by the Employer or an Affiliate;

termination of the Plan;

a partial termination of the Plan applicable to the Participant as provided in Section 18.02; or

upon a sale or closing of a covered location, to the extent set forth in an applicable Exit Agreement.

Upon termination of employment, a Participant who is not fully vested in his Retirement Contribution Account, Retirement Incentive Contribution Account, or Profit-Sharing Account will forfeit the entire unvested amounts in these Accounts as of the earlier of (1) the date on which he receives a distribution of his Retirement Contribution Account, Retirement Incentive Account, or Profit-Sharing Account, as applicable, or (2) the date on which he incurs a Period of Severance of at least five (5) years.

Any amounts forfeited under subsection (a) will be restored if the Participant is reemployed with the Employer or an Affiliate before incurring a Period of Severance of at least five (5) years. Such restored amounts will be allocated to the Participant’s Retirement Contribution Account, his Retirement Incentive Account, and his Profit-Sharing Account, as applicable. In addition, for purposes of Section 9.02, the Participant’s vested right to the amount so contributed will be determined based upon his Years of Service completed both before and after his Period of Severance.

If a Participant who was eligible to receive Retirement Contributions, Retirement Incentive Contributions, or Profit-Sharing Contributions incurs a Period of Severance of less than five (5) consecutive years, such Employee’s Years of Service completed before the Period of Severance will be taken into account to determine the vested percentage of his Retirement Contribution Account, Retirement Incentive Contribution Account, or Profit-Sharing Account upon his reemployment by an Employer or an Affiliate, whether or not the Participant is again eligible to receive Retirement Contributions, Retirement Incentive Contributions, or Profit-Sharing Contributions.

Retirement Contributions, Retirement Incentive Contributions, or Profit-Sharing Contributions forfeited in any Plan Year pursuant to this Section 9.04 will be applied (1) to reduce any future Employer Contributions, or (2) to pay reasonable expenses of administering the Plan. Any forfeitures used to reduce future Employer Contributions may be allocated among the types of Employer Contributions in any manner that the Plan Administrator or their designee deems to be appropriate.

Age 59 ¹⁄₂. A Participant who has attained age 59¹⁄₂ may request a distribution of all or a part of the vested portion of his Account. Such distribution will be made as soon as practicable following the Plan Administrator’s receipt of the Participant’s request for withdrawal in the form and manner required by the Plan Administrator and will be made in the form of a single lump sum payment.

After-Tax Contribution Account. A Participant may withdraw all or part of his After-Tax Contribution Account, including after-tax contributions that have been transferred to the Plan from a plan that is merged into the Plan pursuant to Section 18.04. If a Participant’s After-Tax Contribution Account includes amounts attributable to after-tax contributions made before January 1, 1987, such contributions shall be withdrawn before amounts attributable to after-tax contributions made after December 31, 1986, or earnings on pre-1987 after-tax contributions.

Hardship Withdrawal. A Participant may request a hardship withdrawal to the extent permitted by Section 10.02.

Rollover Contribution Account. A Participant may withdraw all or part of his Rollover Contribution Account at any time.

Notwithstanding the foregoing, no amount that is attributable to assets transferred from any defined benefit plan or any defined contribution plan subject to the funding standards of section 412 of the Code shall be distributable under this Section 10.01.

A Participant who has not terminated employment may request, in the manner prescribed by the Plan Administrator, a distribution in the event the Participant has a hardship as defined in subsections (b) and (c). Hardship withdrawals are limited to the excess of (1) the sum of the Participant’s Rollover Contribution Account, Pre-Tax Contribution Account (excluding earnings), Roth Contribution Account (excluding earnings), Catch-Up Contribution Account (excluding earnings), and After-Tax Contribution Account (excluding earnings) over (2) the sum of (i) any outstanding loan the Participant may have and (ii) the sum of all prior distributions from such Accounts.

A distribution will be made on account of hardship only if the distribution is necessary to satisfy an immediate and heavy financial need of the Participant. For purposes of this Plan, a distribution is made on account of an immediate and heavy financial need of the Participant only if the distribution is for:

expenses for (or necessary to obtain) medical care that would be deductible under section 213(d) of the Code (determined without regard to whether the expenses exceed the adjusted gross income threshold specified in section 213(a) of the Code);

costs directly related to the purchase of a principal residence for the Participant (excluding mortgage payments);

the payment of tuition, related educational fees, room and board for up to the next twelve (12) months of post-secondary education for the Participant, his or her Spouse, children, or dependents (as defined in Code section 152, but without regard to sections 152(b)(1), (b)(2), and (d)(1)(B));

payments necessary to prevent eviction of the Participant from his principal residence or foreclosure on the mortgage of the Participant’s principal residence;

the payment of burial or funeral expenses for the Participant’s deceased Spouse, child, parent other dependents (as defined in Code section 152, but without regard to section 152(d)(1)(B)); or

expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under section 165 of the Code (determined without regard to whether the loss exceeds 10% of adjusted gross income).

A distribution will be considered necessary to satisfy an immediate and heavy financial need of the Participant only if all three (3) of the following requirements are satisfied:

the distribution is not in excess of the amount required to relieve the immediate and heavy financial need of the Participant (taking into account the taxable nature of the distribution);

the Participant has obtained (or is currently obtaining) all distributions, withdrawals, and loans available under the Plan and all other plans maintained by any Employer or any Affiliate other than hardship distributions and the Participant represents in writing, on forms provided by the Plan Administrator and by providing any documentation required by the Plan Administrator, that the need cannot be relieved through reimbursement or compensation by insurance or otherwise, by reasonable liquidation of the Participant’s assets, to the extent such liquidation would not itself cause an immediate and heavy financial need, by cessation of Pre-Tax, Roth, After-Tax, and Catch-Up Contributions under the Plan, by withdrawals, distributions (other than hardship distributions) or nontaxable loans (at the time of the loan) from any plan maintained by any other entity by which the Participant is employed, or by borrowing from commercial sources on reasonable commercial terms; and

the Plan Administrator determines that it can reasonably rely on the Participant’s written representation.

Distributions pursuant to this Section will be made as soon as practicable following the Plan Administrator’s approval of the Participant’s written request for withdrawal and will be made in the form of a single lump sum payment. The Plan Administrator may request any documentation it may require from a Participant to make a determination that the Participant is eligible for a hardship withdrawal.

A Participant who receives a hardship withdrawal under this Section 10.02 will be prohibited from making Pre-Tax, Roth, After-Tax, or Catch-Up Contributions under this Plan and elective deferrals and employee contributions under all other plans of the Employer or an Affiliate for six months after receipt of the distribution. An election to receive a hardship distribution will also constitute an election by the Participant to reinstate, as soon as administratively practicable after the expiration of the six-month suspension period described in this Section 10.02(e), the contribution and investment elections in effect for such Participant immediately before such suspension period.

A hardship withdrawal fee, in an amount to be determined by the Plan Administrator annually, may be charged to each Participant receiving an approved hardship withdrawal and will be deducted from the Participant’s Account.

The value of the Participant’s affected Accounts then invested in Investment Funds will be liquidated on a pro rata basis to the extent required to provide sufficient cash to make the loan, provided that no portion of a borrowed amount will be charged against Insurance Contracts unless value of amounts held in other Investment Funds is less than the borrowed amount and then only to the extent permitted under the Insurance Contract. The cash will be transferred to the Loan Fund from which all loans will be made.

The investment earnings of the Loan Fund that are attributable to any loan made or renegotiated pursuant to the promissory note (including the interest on any such loan) will be allocated to a separate loan account established on behalf of the Participant who made or renegotiated the loan.

As of each Valuation Date, the interest allocated pursuant to subsection (b), above, will be reallocated among and invested in the then available Investment Funds in the same proportions as the current Employee and Employer Contributions on behalf of the Participant are invested; provided that if no such contributions are being made on behalf of the Participant as of such Valuation Date, such interest will be invested in accordance with the Participant’s most recent allocation election pursuant to Section 8.02 or 8.03 or, if the Participant fails to make an allocation election, in accordance with the default allocation provided under Section 8.02.

A Participant’s repayment of the principal of a loan will reduce the Participant’s interest in the Loan Fund and will be invested as soon as practicable in the then available Investment Funds first, to repay any amount that may have been borrowed under the terms of any Insurance Contracts allocated to the Participant’s Accounts if such loan was originally charged against such Insurance

Amount. A loan will not be made to a Participant pursuant to the loan program unless, immediately after the loan is approved, the total outstanding balance of all loans made to the Participant pursuant to the loan program (including the loan that is then being approved) does not exceed 50% of the vested balance of the Participant’s Account less the value of the sum of any Retirement Contribution Account, Retirement Incentive Contribution Account, and Profit-Sharing Account; nor may any single loan pursuant to the loan program be for an amount that is:

more than $50,000 (reduced by the excess (if any) of the highest outstanding balance of the loans made to the Participant pursuant to the loan program during the one-year period ending on the day before the date on which the loan is made over the outstanding balance of the loans made to the Participant pursuant to the loan program on the date on which the loan is made), or

less than $1,000.

Number of Outstanding Loans. A Participant may have no more than two (2) outstanding loans at any time. If a Participant already has an outstanding loan from his Accounts, he may apply for a second loan, provided that (1) if he has had more than one loan outstanding at any time in the last six (6) months, the application may be made no sooner than six (6) months after the repayment date for the first of the two loans that was repaid, (2) the limits described in subsection (a) are not exceeded by the total outstanding balance of the two loans, and (3) if the proceeds of the first loan were intended to be used by the Participant to acquire the principal residence of the Participant, notwithstanding anything to the contrary in subsection (a), the proceeds of the second loan may not be used to acquire a principal residence and the Participant will be required to repay the amount of the second loan within five (5) years of the date of the loan.

Loan Terms Must Be In Writing. The loan will be evidenced in a written instrument for the amount of the loan plus interest, executed by the Participant, on which the Participant will be personally liable and which will be payable to the Trustee. The written instrument will state the terms of the loan. The written instrument for the loan and the instrument granting the Plan a security interest in the Participant’s Account will be executed by the Participant.

Security. The loan will be secured by the Participant’s entire right, title, and interest in and to the portion of the balance of the Participant’s Account equal to the amount of the loan (up to 50% of the vested balance, excluding the balance in any Retirement Contribution Account, Retirement Incentive Contribution Account, and Profit-Sharing Account as of the time the loan is made). The Plan Administrator may request such other or further security as it deems necessary and prudent from time to time, in order to protect the Plan from risk of loss of principal or income if a default were to occur.

Term of Loan. The term of the loan will be for at least 1 and not more than 5 years from the disbursement of the loan, except that the term of a loan to purchase principal residence for the Participant may be for not more than 10 years.

Interest. The unpaid balance of any loan will bear interest at a reasonable fixed rate as determined by the Plan Administrator based on interest rates charged by commercial lending institutions for loans that would be made under similar circumstances.

Repayment of Loan.

Generally. The repayment of the loan will be made by payroll deduction, authorized by the Participant at the time of applying for the loan, in a level amount sufficient to amortize the balance of the loan, together with interest, over the term of the loan; provided that the Participant may prepay the loan in full, without penalty, at any time by payment in cash; and further provided that, if the Participant’s Compensation is insufficient to permit the repayment of the loan, together with interest, by payroll deduction, the Participant will make payments in cash of amounts sufficient to amortize the balance of the loan, together with interest, over the term of the loan. Payroll deductions will commence as of the payday for the first payroll period beginning on or after the date as of which the loan is made, or as soon thereafter as practicable, and will be made with the same frequency as the Participant is paid but not less frequently than quarterly.

Leaves of Absence. If a Participant becomes Disabled or is on an approved unpaid leave of absence, the Plan Administrator may, in its sole discretion, waive payments for up to one (1) year and re-amortize the loan and establish a new loan payment schedule pursuant to which the loan will be repaid in full by the original maturity date of the Participant’s note and the number of installments due after the leave ends is not less than the number required under the terms of the original loan. The Plan Administrator may require loan payments made while Disabled or on a leave of absence to be made by Automated Clearing House.

Military Service. If a Participant is absent during a period of qualified military service (within the meaning of Section 20.01, repayment will be waived during such period and, upon the Participant’s reemployment by an Employer within the time during which the Participant’s right to reemployment is protected by applicable law, the loan payment schedule

Default. A failure to make a scheduled payment, or the filing of an application for a benefit distribution (other than a hardship withdrawal pursuant to Section 10.02 or a distribution on or after a Participant reaches age 59¹⁄₂ pursuant to Section 10.01(a)) under this Plan, or any other default event set forth by the Plan Administrator in the promissory note for a Participant’s loan will constitute events of default. If a Participant defaults on a loan and such failure is not cured on or before the last day of the quarter next following the quarter in which the event of default occurs, the unpaid principal and accrued interest due under the loan will be declared immediately payable in full and may be charged back against the Participant’s Accounts as a distribution at the earliest time that the Participant is entitled to receive a distribution under this Plan.

Loan Fees. A loan origination fee, in an amount determined by the Plan Administrator annually, may be charged to each Participant obtaining a loan and will be deducted from the loan proceeds. In addition, a loan maintenance fee, in an amount determined by the Plan Administrator, may be charged to each Participant and will be deducted from such Participant’s Accounts for each Plan Year during which such loan is outstanding.

When an Account becomes distributable to a Participant or Beneficiary, the Plan Administrator will direct the Trustee to distribute the Account in accordance with clause (1), (2) or (3) below:

If a Participant ceases to be an Employee on account of death, the vested portion of his Account will be distributed to his Beneficiary in the form of a lump sum.

If a Participant ceases to be an Employee or becomes Disabled, the Participant may elect, in accordance with procedures established by the Plan Administrator regarding the election of distributions to receive all or a part of the vested portion of his Account in one of the following forms:

one lump sum payment;

payments made over a certain period specified by the Participant in monthly, quarterly, or semi-annual installments provided, however, that the period over which such payments are to be made may not exceed 15 years or, if shorter, the life expectancy of the Participant. In order to provide installment payments, the Plan Administrator will invest the remaining balance held in the Participant’s Account in accordance with Sections 8.02 or 8.03 pursuant to the instructions of the Participant. An annual administrative fee will be deducted from the Participant’s Account for installment payments in an amount determined by the Trustee. A Participant may elect at any time to receive all remaining installment payments, if any, in a single lump sum payment.

Distributions will be in the form of cash, except that a Participant or Beneficiary whose benefit will be paid in the form of a lump sum, may request that any portion of the Participant’s Account that is invested in the Company Stock Fund be distributed in shares of Company Stock, plus cash for any fractional shares.

Any distribution will be made as soon as administratively practicable after the Participant or Beneficiary, as the case may be, returns a completed benefit distribution form to the Plan Administrator. Subject to subsections (c) or (d), a Participant’s Account must be distributed no later than the 60th day after the close of the Plan Year in which the latest of the following events occurs:

the Participant attains age sixty-five (65);

the tenth anniversary of the year in which the Participant began to participate in the Plan; or

the termination of the Participant’s employment with the Employer or an Affiliate;

If the Participant dies after distributions have commenced under Section 12.02(a)(2)(B), but before the total of a Participant’s Account has been distributed, the remainder of the Participant’s Account will be distributed at least as rapidly as the method of distribution in effect on the date of the Participant’s death.

Notwithstanding anything to the contrary in subsection (a), if the value of a Participant’s Account (calculated by excluding the portion of the Participant’s Account attributable to his Rollover Contribution Account, and rollover contributions made to a plan that was merged with and into the Plan) is $5,000 or less, the Plan Administrator will pay such benefit in a single lump sum as soon as practicable after the retirement, termination, Disability or death of the Participant, and any such distribution to the Participant or his Beneficiary, as the case may be, will be in complete discharge of the Plan’s obligation with respect to such benefit. In the event of a mandatory distribution greater than $1,000 in accordance with this subsection (c), if the Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan in a direct rollover or to receive the distribution directly in accordance with Section 13.01, then the Plan Administrator will pay the distribution in a direct rollover to an individual retirement plan designated by the Plan Administrator. For purposes of determining whether a mandatory distribution exceeds $1,000, a Participant’s Roth Contribution Account will be considered separately from the remainder of the Participant’s Account.

Delay of Distributions.

General Rules.

The form and timing of all distributions under this subsection (d) will be in accordance with section 401(a)(9) of the Code, including the incidental death benefit requirements of section 401(a)(9)(G) of the Code, and Treasury Regulations under section 401(a)(9)

Notwithstanding anything to the contrary contained in this subsection (d), a Participant or Beneficiary who would have been required to receive a distribution for 2009 pursuant to this subsection (d) but for the enactment of section 401(a)(9)(H) of the Code (or for any subsequent year to which section 401(a)(9)(H) of the Code applies), and who would have satisfied the requirements of this subsection (d) by receiving a distribution that is (I) equal to the required minimum distribution under subsection (3) or (4) or (II) part of a series of substantially equal distributions that include such required minimum distribution, will not receive such distribution unless the Participant or Beneficiary elects to receive such distribution in the manner required by the Plan Administrator. For purposes of Section 13.02, a distribution elected by a Participant or Beneficiary pursuant to the preceding sentence will not be treated as an eligible rollover distribution.

For purposes of this subsection (d), designated Beneficiary means a Beneficiary designated under the terms of the Plan who is an individual and otherwise meets the requirements of Treasury Regulation § 1.401(a)(9)-4.

Time and Manner of Distribution.

Required Beginning Date. Notwithstanding anything to the contrary in this Section 12.03, the entire vested interest of each Participant’s Account will be distributed or begin to be distributed to such Participant not later than the Required Beginning Date. The “Required Beginning Date” for a five percent owner (as defined in section 416(i) of the Code), is April 1 following the calendar year in which he attains age 70¹⁄₂, regardless of whether he has terminated from employment with the Employer and its Affiliates. For all other Participants the “Required Beginning Date” is April 1 of the calendar year following the calendar year in which the Participant either attains age 70¹⁄₂ or terminates employment, whichever is later. No minimum distribution payments will be made to a Participant under the provisions of section 401(a)(9) of the Code while he remains an Employee if the Participant is not a five percent owner as defined above.

Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s vested interest in his Account will be distributed, or begin to be distributed, no later than as follows:

If the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary then, except as provided in subsection (5), distributions to the surviving Spouse will begin by December 31 of the calendar year immediately

If the Participant’s surviving Spouse is not the Participant’s sole designated Beneficiary, distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the year in which the Participant died.

If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

If the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse are required to begin, this paragraph (B) other than clause (I) will apply as if the surviving Spouse were the Participant.

Form of Distribution. Unless the Participant’s interest is distributed in a single sum on or before the Required Beginning Date, distributions will be made in accordance with subsection (3) or (4). If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions will be made in accordance with the requirements of Code section 401(a)(9) and the regulations thereunder.

Required Minimum Distribution During Participant’s Lifetime.

Amount of Required Minimum Distribution for Each Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each calendar year is the lesser of:

the quotient obtained by dividing the Participant’s vested account balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulation § 1.401(a)(9)-(9), using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

if the Participant’s sole designated Beneficiary for the distribution calendar year is the Participant’s Spouse, the quotient obtained by dividing the Participant’s vested account balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulation § 1.401(a)(9)-(9), using the Participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the distribution calendar year.

Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this subsection beginning with the first calendar year immediately preceding the calendar year that contains the Participant’s Required Beginning Date and continuing up to and including the calendar year that includes the Participant’s date of death.

Required Minimum Distributions After Participant’s Death.

Death On or After Date Distributions Begin.

Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s vested Account balance by the longer of the remaining life expectancy of the Participant’s designated Beneficiary, determined as follows:

The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year;

If the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary, the remaining life expectancy of the surviving Spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For distribution calendar years after the year of the surviving Spouse’s death, the remaining life expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar year.

If the Participant’s surviving Spouse is no the Participant’s sole designated Beneficiary, the designated Beneficiary’s remaining life expectancy

No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

Death Before Date Distributions Begin.

Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated Beneficiary, except as provided in subsection (5), the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by the dividing the Participant’s vested Account balance by the remaining life expectancy of the Participant’s designated Beneficiary, determined as provided in subsection (A)(I).

No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary, and the surviving Spouse dies before distributions are required to begin to the surviving Spouse under subsection (2)(B)(I), this subsection (B) will apply as if the surviving Spouse were the Participant.

Election of 5-Year Rule. Participants or Beneficiaries may elect on an individual basis whether the 5-year rule in subsections (2)(B)(II) and (4)(B)(II) applies to distributions after the death of a Participant who has a Designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which the distribution would be required to begin under subsection (2)(B)(II) if no such election is made, or by September 30 of the calendar year which contains the fifth

A Participant may designate as his Beneficiary any natural or legal person or entity to whom the Trustee will pay the Participant’s interest in the Plan in the event of his death. The Participant will make such designation in such form as the Plan Administrator will determine, and will file the designation with Plan Administrator. Such designation may include contingent Beneficiaries. The Participant may change the Beneficiaries so designated from time to time by filing a new designation with the Plan Administrator according to the rules adopted by it without the consent of or notice to any Beneficiary previously designated by him, subject to subsection (c). A designation may not be changed by will. The right of any Participant to designate or change the designation of a Beneficiary will continue after the termination of his employment until he has died or received payment of his full interest in the Plan. Any change in the designation of a Beneficiary will not be recognized if it is delivered to the Plan Administrator after the death of the Participant. Upon the death of a Beneficiary after the death of the Participant but before payment in full to such Beneficiary, the Trustee will pay such unpaid benefit to the estate of such deceased Beneficiary, unless there exists a surviving secondary Beneficiary designated by the Participant as eligible to receive any unpaid benefit upon the death of the deceased Beneficiary.

If any Participant fails to designate a Beneficiary, or if the Beneficiary designated by a deceased Participant dies before the Participant, then the Trustee will pay the unpaid vested benefit of the deceased Participant to the first of the following classes of surviving beneficiaries in successive preference by class:

the Participant’s surviving Spouse;

the Participant’s children and issue of deceased children, in equal shares, per stirpes;

the Participant’s parents in equal shares, or to the surviving parent;

the Participant’s estate.

Notwithstanding any contrary provisions of this Section 12.04, any benefit payable under the Plan with respect to a Participant who is married at the time of his death will be payable only to the Participant’s surviving Spouse, if any, unless such surviving Spouse has consented in writing witnessed by a Plan

one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated beneficiary, for a specified period of ten years or more;

any distribution to the extent such distribution is required under section 401(a)(9) of the Code;

a hardship withdrawal made pursuant to Section 10.02; or

excluded from the definition of “eligible rollover distribution” as that term is defined in section 402(c)(4) of the Code or the applicable regulations.

an individual retirement account described in section 408(a) of the Code;

an individual retirement annuity described in section 408(b) of the Code (other than an endowment contract);

a Roth individual retirement account described in section 408A(b) of the Code;

an annuity plan described in section 403(a) of the Code;

an annuity contract described in section 403(b) of the Code;

a qualified trust described in section 401(a) of the Code; or

an eligible plan under section 457 of the Code that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state that agrees to separately account for amounts transferred into such plan from the Plan,

with respect to a distribution (or portion of a distribution) consisting of after-tax employee contributions, an eligible retirement plan will include only (1) an individual retirement account or annuity described in section 408(a) or (b) of the Code (not including an endowment contract) or (2) a qualified trust described in section 401(a) of the Code or an annuity contract described in section 403(b) of the Code that provides for separate accounting for the amounts transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not so includible;

if the Distributee is a beneficiary who is not a surviving Spouse or a Spouse or former Spouse who is an Alternate Payee, an Eligible Retirement Plan will include only an individual retirement account or annuity described in section 408(a) or (b) of the Code (not including an endowment contract);

with respect to a distribution (or portion of a distribution) consisting of amounts in a Roth Contribution Account, In-Plan Roth Conversion Account, or Roth Rollover Subaccount, an eligible retirement plan shall include only another Roth elective deferral account under an applicable retirement plan described in section 402A(e)(1) of the Code or a Roth IRA described in section 408A, and, in either case, only to the extent such rollover is permitted under sections 402(c) and 402A of the Code.

Appointment. The Committee will consist of at least three (3) persons, all of whom will be appointed by the Chief Executive Officer of the Company (the “CEO”). If, at any time, there are fewer than three (3) members, the CEO will appoint one or more new members so that there are at least three (3) members. The appointment of a Committee member will become effective on the date that the CEO states.

Death, Resignation, or Removal of Member. A Committee member will cease to be such upon his death, resignation, removal by the CEO or being declared legally incompetent. Any Committee member may resign by notice in writing mailed or delivered to the CEO and to the remaining member or members. Any one or all of the Committee members may be removed by the CEO.

Action by Committee. Any and all acts may be taken and decisions may be made by a majority of the Committee members then acting. The Committee may make any decision or take any action at a meeting duly called and held, or by written documents signed by the minimum number of Committee members empowered to take action or make decisions at that time. The members may delegate to each or any of their number authority to perform ministerial acts or to sign documents on behalf of the Committee, and a document so signed will be conclusively presumed to be the action of the Committee.

Committee Compensation. The Committee members will serve without compensation.

To interpret and construe this Plan and to determine all questions arising under this Plan, other than those specifically reserved for determination by the Company or the Plan Administrator, and to correct any ambiguity or supply any

To determine all questions of eligibility and status and rights of Participants and others under this Plan, either directly or on appeal. The Committee will have the exclusive discretionary authority to determine eligibility for benefits under the Plan, to construe the terms of the Plan, to make factual determinations and to determine any question that may arise in connection with the operation or the administration of the Plan. The actions and the decisions of the Committee will be conclusive and binding upon the Employer and any and all Participants, Spouses, Beneficiaries, Alternate Payees and their respective heirs, distributees, executors, administrators, or assignees; subject, however, to the right of Participants, Spouses, Beneficiaries, Alternate Payees and their respective heirs, distributees, executors, administrators, or assignees to file a written claim under the claims procedure as set forth in Article 15;

To authorize and make, or cause to be made, payment of all benefits and expenses that become payable under this Plan;

To adopt and to amend from time to time such by-laws and rules and regulations as they will deem necessary for the administration of this Plan, which are not inconsistent with the terms and provisions of this Plan;

To establish reasonable procedures to determine whether a domestic relations order is a Qualified Domestic Relations Order and for payments to be made pursuant to such Order in accordance with Section 17.03; and

To collect any required contributions payable under the Plan that are not timely made.

the reasons for denial, with specific reference to the Plan provisions on which the denial is based;

a description of any additional material or information required for the Claimant to perfect the claim and an explanation of why the material or information is necessary; and

an explanation of the Plan’s claim review procedure, including a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA if the claim denial is denied (in whole or in part) on appeal.

the reasons for denial, with specific reference to the Plan provisions on which the denial is based;

a statement concerning the Claimant’s right to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim;

a description of any voluntary appeals procedures offered by the Plan; and

a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA.

until the Claimant has exhausted the claims procedures described in Sections 15.01 through 15.04; and

unless such claim or action is filed in a court with jurisdiction over such claim or action no later than two years after:

in the case of a claim or action to recover benefits allegedly due to the Claimant under the terms of the Plan or to clarify the Claimant’s rights to future benefits under the terms of the Plan, the earliest of (a) the date the first benefit payment was actually made, (b) the date the first benefit payment was allegedly due, or (c) the date the Plan first repudiated its alleged obligation to provide such benefits (regardless of whether such repudiation occurred during administrative review pursuant to Sections 15.01 through 15.04);

in the case of a claim or action to enforce an alleged right under the Plan (other than a right to benefits, which are subject to subsection (b)(1)), the date the Plan first denied the claimant’s request to exercise such right, regardless of whether such denial occurred during administrative review pursuant to Sections 15.01 through 15.04;

in the case of any other claim or action described in subsection (c)(4), the earliest date on which the claimant knew or should have known of the material facts on which such claim or action is based, regardless of whether the claimant was aware of the legal theory underlying the claim or action,

For purposes of this Section 15.05, an Applicable Claim is:

a claim or action to recover benefits allegedly due under the provisions of the Plan or by reason of any law;

a claim or action to clarify rights to future benefits under the terms of the Plan;

a claim or action to enforce rights under the Plan; or

any other claim or action that:

relates to the Plan, and

seeks a remedy, ruling, or judgment of any kind against the Plan, the Plan Administrator, or other fiduciary (within the meaning of section 3(21) of ERISA), or a party in interest (within the meaning of section 3(14) of ERISA) with respect to the Plan.

In the event of any Applicable Claim brought by or on behalf of two or more Claimants, this Section 15.05, including the Applicable Limitations Period, will apply separately with respect to each Claimant.

To the fullest extent permitted by law, any putative class action lawsuit brought in whole or in part under section 502 of ERISA (or any successor provision) and relating to the Plan, the administration of the Plan, management or investment or handling of Plan assets, the Trust, or the performance or non-performance of Plan fiduciaries or administrators must be filed in one of the following jurisdictions:

the jurisdiction in which the Plan is principally administered; or

the jurisdiction in which the largest number of putative class members resides as determined by the Plan Administrator based on records maintained by the Plan Administrator (or if that jurisdiction cannot be determined, the jurisdiction in which the largest number of class members is reasonably believed to reside).

If any putative class action within the scope of subsection (a) is filed in a jurisdiction other than one of those described in subsection (a), or if any non-class action filed in such a jurisdiction is subsequently amended or altered to include class action allegations, then the Plan, any Plan affiliates, and all alleged Plan participants must take all steps necessary to have the action removed to, transferred to, or re-filed in a jurisdiction described in subsection (a). Such steps may include, but are not limited to:

a joint motion to transfer the action; or

a joint motion to dismiss the action without prejudice to its re-filing in a jurisdiction described in subsection (a), with any applicable time limits or statutes of limitations applied as if the suit or class action allegation had originally been filed or asserted in a jurisdiction in subsection (a) at the same time that it was filed or asserted in a jurisdiction not described therein.

This forum selection provision is waived if no party invokes it within 120 days of filing a putative class action or the assertion of class action allegations.

This Section 15.06 does not relieve the Plan or any putative class member of any obligation existing under the Plan or by law to exhaust administrative remedies before initiating litigation or to comply with the limitations of actions provision set forth in Section 15.05.

No amendment will provide for the use of the assets of this Plan or any part thereof other than for the exclusive benefit of Participants and Beneficiaries;

The Committee may amend the Plan, without action or approval by the Board of Directors, to modify the maximum percentage of Compensation that may be deferred by Highly Compensated Employees;

No amendment will deprive any Participant or Beneficiary of any of the benefits that are vested in him or to which he is entitled under this Plan by reason of the prior Years of Service, death, Disability or termination of employment of such Participant;

If the Internal Revenue Service requires that one or more amendments be adopted to the Plan as a condition of receiving a favorable determination letter, and the representative of the Company with respect to the application for the determination letter agrees in writing to the adoption of such amendments, such amendments will, upon the issuance of the requested determination letter, be deemed to have been adopted, automatically and without further action by the representative, the Company, or the Board of Directors, effective as of the date or dates specified in such amendments; and

This Plan may be amended at any time and from time to time in any respect so as to qualify this Plan pursuant to section 401(a) of the Code and to comply with the provisions of ERISA, regardless of whether any such amendment may change, alter or amend the relative benefits under this Plan of any Participant or Beneficiary.

Vesting.

Distribution.

the Plan may be merged or consolidated with, or a portion of its assets and liabilities may be transferred to, another plan meeting the requirements of section 401(a) of the Code or any successor provision of law, or

a portion of the assets and liabilities of another such plan may be transferred to the Plan,

Determination Date. “Determination Date” means the last day of the preceding Plan Year.

Employer. “Employer” means any Employer and any Affiliate, each as defined in Article 2.

Employer Plan. Employer Plan means a stock bonus, pension, or profit-sharing plan intended to qualify under section 401(a) of the Code, whether or not terminated, of the Employer.

Five Percent Owner. Five Percent Owner means:

if the Employer is a corporation, any person who owns (or is considered as owning within the meaning of section 318) more than five percent of the outstanding stock of the corporation or stock possessing more than five percent of the total combined voting power of all stock of the corporation; or

if the employer is not a corporation, any person who owns more than five percent of the capital or profits interest in the Employer.

Key Employee. “Key Employee” means any employee who at any time during the Plan Year ending with the Determination Date is:

an Officer whose Total Compensation exceeds the dollar amount under section 416(i)(1)(A)(i) of the Code;

a Five Percent Owner;

a One Percent Owner whose Total Compensation exceeds $150,000; or

the Beneficiary of any individual described in the foregoing clauses of this subsection (e).

Non-Key Employee. “Non-Key Employee” means, for any Plan Year, an individual who was employed as an Employee at any time during the Plan Year and who is not a Key Employee. A “Non-Key Employee” also includes and Employee who is a former Key Employee.

Officer. “Officer” means an individual who is an “officer” within the meaning of section 416(i)(1) of the Code and any regulations prescribed thereunder. No more than 50 employees of the Employer (or, if lesser, the greater of 3 or 10 percent of the employees) will be treated as officers in any given Plan Year. If the number of employees who could be treated as Officers exceeds the limits set forth in this subsection (g), then the employees having the highest annual Total Compensation among all potential Officers, during the Plan Year ending with the Determination Date and the four preceding Plan Years, will be considered Officers.

One Percent Owner. “One Percent Owner” has the same meaning as Five Percent Owner except that One Percent is substituted for Five Percent wherever that term appears in subsection (c).

Permissive Aggregation Group. “Permissive Aggregation Group” means a group of Employer Plans comprising each Employer Plan that is included in the Required Aggregation Group and each other Employer Plan selected by the Company for inclusion in the Permissive Aggregation group that would not, by its inclusion, prevent the group of Employer Plans included in the Permissive Aggregation Group from continuing to meet the nondiscrimination requirements of section 401(a)(4) of the Code and the participation requirements of section 410 of the Code.

Required Aggregation Group. “Required Aggregation Group” means one or more Employer Pans including each Employer Plan in which a Key Employee is a participant and each other Employer Plan that enables any Employer Plan in which a Key Employee participants to meet the nondiscrimination requirements of section 410(a)(4) of the Code or the participation requirements of section 410 of the Code.

Top-Heavy Plan. The Plan will be considered a “Top-Heavy Plan” for any Plan Year, if, as of the Determination Date:

the Plan is not part of a Permissive Aggregation Group or a Required Aggregation Group and the aggregate present value of the Accounts of Participants who are Key Employees exceeds sixty percent (60%) of the aggregate present value of the Accounts under the Plan for all Participants; or

the Plan is part of a Required Aggregation Group and the sum of the present values of accrued benefits for Key Employees under all Employer Plans included in such Required Aggregation Group exceeds sixty percent (60%) of the sum of the present value of accrued benefits of all participants of all plans within the Required Aggregation Group.

Total Compensation. “Total Compensation” means “compensation” as defined in Section 6.02(c)(2).

the Employer contributions the Employer otherwise would have made under the Plan for such Plan Year (determined without regard to compensation in excess of Total Compensation), or, if greater,

contributions for such Plan Year that, when added to the contributions made by the Employer for such Non-Key Employee (and any forfeitures allocated to the accounts of such Non-Key Employee) for such Plan Year under all other defined contribution plans of the Employer,

three percent (3%) of Total Compensation; or

the highest percentage of Total Compensation at which Employer contributions plus forfeitures are allocated (or required to be allocated) for the Plan Year to the accounts of any Key Employee; provided that the provisions of this paragraph (d) will not apply if the Plan is in the Required Aggregation Group and enables a defined benefit plan in the Required Aggregation Group to meet the requirements of section 401(a)(4) or section 410 of the Code. For purposes of this paragraph (d), all defined contribution plans in the Required Aggregation Group will be treated as one plan.

the minimum contribution allocated to Non-Key Employees for the Plan Year will be determined without regard to elective deferrals;

the highest percentage of Total Compensation contributed by the Employer on behalf of any Key Employee under paragraph (d) for the Plan Year will be determined by including elective deferrals; and

employer matching contributions will be taken into account.

5 percent (5%) of the Non-Key Employee’s Total Compensation for the Plan Year; or

the percentage necessary in order that the Non-Key Employee receive the minimum combined benefits under this Plan and such defined benefit pension plan to which he is entitled under section 416 of the Code.

Reemployment Following a Period of Qualified Military Service. Notwithstanding any provision of this Plan to the contrary all contributions with respect to periods of qualified military service will be provided in a manner consistent section 414(u) of the Code (excluding section 414(u)(9)) if a Participant is treated as reemployed by the Employer under chapter 43 of title 38, United States Code, following a period of qualified military service, as follows:

Pre-Tax, Roth, and Catch-up Contributions. A Participant who is treated as reemployed under chapter 43 of title 38, United States Code, following a period of qualified military service will be permitted to contribute additional Pre-Tax, Roth, After-Tax, and Catch-up Contributions under the Plan in an amount up to the maximum amount of Pre-Tax, Roth, After-Tax, and Catch-up Contributions that the Participant would have been permitted to make under the Plan during the period of qualified military service if the Participant had continued to be employed during such period and received Compensation equal to the Compensation the Participant would have received during such period if the Participant were not in qualified military service, or if such rate is not reasonably certain, the Participant’s average rate of Compensation during the 12-month period immediately preceding the qualified military service (or, if shorter, the period of the Participant’s employment as an Employee immediately preceding such period. The maximum amount of Pre-Tax, Roth, After-Tax, and Catch-Up Contributions so determined will be reduced by the amount of any Pre-Tax, Roth, After-Tax, or Catch-Up Contributions actually made by the Participant during his period of absence due to qualified military service. The additional Pre-Tax, Roth, After-Tax, or Catch-Up Contributions must be made within five (5) years (or, if less, three (3) times the length of the Participant’s most recent period of qualified military service) after his reemployment and while the Participant is an Employee.

Matching Contributions and Retirement Incentive Contributions. The applicable Employer Unit will contribute Matching Contributions and any Retirement Incentive Contributions that would have been attributable to Pre-Tax Contributions or Roth Contributions made pursuant to paragraph (1) if the Participant had elected to make such contributions during the period of qualified military service.

Retirement Contributions. The applicable Employer Unit will contribute to the Plan, on behalf of each Participant who is treated as reemployed under chapter 43 of title 38, United States Code, following a period of qualified military service, an amount equal to the Retirement Contributions or Profit-Sharing Contributions, if any, that would have been required under Section 5.02 had such Participant continued to be employed and received Compensation during the period of qualified military service.

Contributions made pursuant to subsection (a):

will not be taken into account for purposes of the limit described in Section 6.01(a) and the otherwise applicable limitations under Section 6.02 for the taxable year or limitation year in which the contributions are made; rather such contributions will be taken into account for purposes of such limitations for the year to which the contributions relate; and

will not be taken into account for purposes of the limitations described in Section 6.03 for any year.