CARDINAL HEALTH 401(k) SAVINGS PLAN

Amended and Restated Effective as of January 1, 2016

 

TABLE OF CONTENTS

    

CARDINAL HEALTH 401(K) SAVINGS PLAN

Cardinal Health, Inc., an Ohio corporation, hereby amends and restates in its entirety the Cardinal Health 401(k) Savings Plan, generally effective as of January 1, 2016, unless otherwise stated herein. The Plan, originally adopted effective as of March 25, 1987 and formerly known as the Cardinal Health Profit Sharing, Retirement and Savings Plan, was previously restated as of July 1, 1998, January 1, 2005 and January 1, 2006. Effective April 10, 2007, the domestic entities of the Pharmaceutical Technologies and Services business segment ("PTS") were sold by Cardinal Health as provided in the Purchase and Sale Agreement by and between Cardinal Health and Phoenix Charter LLC, dated January 25, 2007 and ceased to be Related Employers that maintain the Plan. Plan participants who were employees of PTS ("Divested PTS Participants") accordingly ceased active participation in the Plan as of that date and became Former Participants entitled to a distribution from the Plan. Effective January 1, 2009, the Plan was amended to designate the Cardinal Health common stock investment option as an Employee Stock Ownership Plan. In connection with the spinoff of CareFusion Corporation ("CareFusion") effective August 31, 2009, CareFusion employees ceased to be Employees eligible to participate under the terms of the Plan. Plan participants who were employees of CareFusion accordingly ceased active participation in the Plan as of that date and became Former Participants entitled to a distribution from the Plan.

The provisions of this amended and restated Plan shall apply solely to an Employee whose employment with the Employer terminates on or after the Effective Date, except as provided below. An Employee whose employment with the Employer terminates prior to the Effective Date shall be entitled to a benefit, if any, as determined under the provisions of the Plan or appropriate plans that merged into the Plan (the “Merging Plans”) in effect on the date his employment terminated, except that such persons shall be subject to (i) the general administrative provisions of the Plan, including, for example, the claims procedure, participant direction of investments, direct rollover provisions, and statute of limitations, (ii) any provision of the Plan required by the Code, ERISA or other legislative or regulatory pronouncements to be effective prior to the Effective Date (and only to the extent so required), and (iii) any provisions of the Plan as otherwise provided herein.

The Employer intends that the Plan be in good faith compliance with the requirements of the Pension Protection Act of 2006 ("PPA"), Heroes Earnings Assistance and Relief Act of 2008 ("Heart Act"), Worker, Retiree, Employer Recovery Act of 2008 ("WRERA"), the Small Business Jobs Act of 2010 (“SBJA”), and the American Taxpayer Relief Act of 2012 (collectively the “Legislation”) and is to be construed in accordance with the Legislation and guidance issued thereunder. Unless otherwise specifically provided by the terms of the Plan, this document is effective with respect to each change made to satisfy the provisions of (i) the Legislation, (ii) any other change in the Code or ERISA, or (iii) regulations, rulings, or other published guidance issued under the Code or ERISA, with respect to any plan directly or indirectly merged (including a transfer of assets and liabilities from any plan in accordance with section 414(l) of the Code) into the Plan as of the first day of the first period with respect to which such change became required because of such provision (including any day that became such as a result of an election or waiver and including for periods prior to the merger to the extent so required). Accordingly, the Plan is also an amendment to any plan directly or indirectly merged into the Plan but only with respect to such compliance amendments and shall not be construed to expand the definition of "Eligible Employee," change

contribution amounts, or otherwise change any substantive provision of any plan merged into the Plan that is not directly affected by a compliance amendment prior to the merger date.

The Employer intends that the Plan be qualified under Section 401(a) of the Code, with a cash or deferred arrangement qualified under Section 401(k) of the Code and a trust exempt from taxation under Section 501(a) of the Code. Pursuant to the requirements of Code Section 401(a)(27), the Employer intends that the Plan be a profit sharing plan. In addition, pursuant to Sections 401(k)(12) and 401(m)(11), the Employer intends that the Plan be a safe harbor 401(k) plan, and that the Employer Common Stock Fund shall continue to be designated as an Employee Stock Ownership Plan ("ESOP") within the meaning of Code Section 4975(e). In this amendment and restatement, the Employer intends to continue the maintenance of a safe harbor 401(k) plan, and provision for the Merging Plans previously maintained as separate plans, effective as of the dates specified in Schedule I to the Plan.

ARTICLE I
DEFINITIONS

Each word and phrase defined in this Article I shall have the following meaning whenever such word or phrase is capitalized and used herein unless a different meaning is clearly required by the context of this agreement.

Section 1.01      Account . The separate bookkeeping account that the Plan Administrator shall maintain for a Participant pursuant to Section 9.06 of this Plan.

Section 1.02      Accounting Date . The last day of the Plan Year.

Section 1.03      Beneficiary . A person, including any individual, estate or other entity, designated by a Participant who is or may become entitled to a benefit under the Plan. A Beneficiary who becomes entitled to a benefit under the Plan shall remain a Beneficiary under the Plan until the Trustee has fully distributed his benefit to him. A Beneficiary's right to (and the Plan Administrator's duty to provide to the Beneficiary) information or data concerning the Plan shall not arise until he first becomes entitled to receive a benefit under the Plan.

Section 1.04      Board . The board of directors of Cardinal Health, Inc. or a committee thereof acting on its behalf.

Section 1.05      Catch-Up Account . That portion of a Participant's Compensation Deferral Account credited with Catch-Up Contributions under Section 3.04(B) and adjustments relating thereto.

Section 1.06      Code . The Internal Revenue Code of 1986, as it may be amended from time to time.

Section 1.07      Company . Cardinal Health, Inc., an Ohio corporation.

Section 1.08      Compensation . For periods on and after January 1, 2016:

(1)(B) (relating to a simplified employee pension), Code Section 402(k) (relating to simple retirement accounts), or Section 457(b) (relating to eligible deferred compensation plans). These amounts include, but are not limited to, commissions paid salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan as described in Treasury Regulation Section 1.62-2(c)). In the case of an Employee who is an Employee within the meaning of Code Section 401(c)(1) and Treasury Regulations promulgated under Code Section 401(c)(1), Compensation means the Employee’s earned income (as described in Code Section 401(c)(2) and Treasury Regulations promulgated under Code Section 401(c)(2)), plus amounts that would have been received and includible in gross income but for an election under Code Section 125(a) (relating to a cafeteria plan), including any amounts not available to a participant in cash in lieu of group health coverage because the participant is unable to certify that he or she has other health coverage as provided in Revenue Ruling 2002-27, Code Section 132(f)(4) (relating to a qualified transportation fringe benefit plan), Code Section 402(e)(3) (relating to Code Sections 401(k) and 403(b) arrangements), Code Section 402(h)(1)(B) (relating to a simplified employee pension), Code Section 402(k) (relating to simple retirement accounts), or Code Section 457(b) (relating to eligible deferred compensation plans).

In addition, Compensation includes compensation paid by the Employer to an Employee through another person under the common paymaster provisions of Code Sections 3121(s) and 3306(p). Compensation shall also include any differential wage payments (as defined in Code Section 3401(h)(2)) from the Employer, as required by Code Section 414(u)(12), as amended by the Heart Act.

Notwithstanding the foregoing, "Compensation" does not include the following:

1.421-1(b)), or when restricted stock or other property held by an Employee either become freely transferable or are no longer subject to a substantial risk of forfeiture.

Any reference in this Plan to Compensation is a reference to the definition in this Section 1.08, unless the Plan reference specifies a modification to this definition. The Plan Administrator will take into account only Compensation actually paid for the relevant period.

(B) and applicable statutory changes. Any such cost of living adjustment or statutory change in effect for a calendar year applies to any period, not exceeding 12 months, over which Compensation is determined (the " Determination Period ") beginning in such calendar year. For example, since the Compensation Determination Period for Employer Contributions as provided in Section 3.03 begins on July 1, the Compensation Limitation in effect for the calendar year in which such July 1 occurs is used for the Employer Contributions made for that Compensation Determination Period. If a Determination Period consists of fewer than 12 months, the Compensation Limitation will be multiplied by a fraction, the numerator of which is the number of months in the Determination Period, and the denominator of which is 12. Any reference in this Plan to the limitation under Section 401(a)(17) of the Code shall mean the Compensation Limitation set forth in this provision; provided, however, that no proration is required merely because the amount of elective contributions (within the meaning of Treasury Regulation Section 1.401(k)-6), matching contributions (within the meaning of Treasury Regulation Section 1.401(m)-5) or employee contributions (within the meaning of Treasury Regulation Section 1.401(m)-5) that is contributed for each pay period during a plan year is determined separately using compensation for that pay period.

Section 1.09      Compensation Deferral Account . That portion of a Participant's Account credited with Compensation Deferral Contributions under Section 3.04(A) and Catch-Up Contributions under Section 3.04(B), and adjustments relating thereto.

Section 1.10      Effective Date . January 1, 2016, the date on which the provisions of this amended and restated Plan become effective, except as otherwise provided herein. In addition, some provisions of Schedule IV to the Plan may be subject to a different Effective Date, as specified therein.

Section 1.11      Eligible Employee . Any Employee of a participating Employer other than (a) an Employee who may be excluded from participation pursuant to Code Section 410(b)(3) as a nonresident alien or as an Employee covered by a collective bargaining agreement recognized as such under applicable federal labor law and that does not expressly provide for participation in the Plan by Employees covered thereunder; (b) an Employee who is (i) a resident of Puerto Rico, (ii) working in Puerto Rico, (iii) paid through the payroll of a Puerto Rico location of the Company or a Related Employer, and (iv) eligible to participate in the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico; (c) an Employee of an Employer (including, but not limited to, Cardinal Health 109, Inc.) classified as a non-regular "PRN" or on-call Employee; or (d) an Employee who is a student or recent graduate hired on a short-term basis as an intern who is undergoing supervised practical training. An Eligible Employee may become a Participant in the Plan pursuant to the requirements of Article II. An ineligible Employee who becomes an Eligible Employee shall immediately become a Participant in the Plan as provided in Section 2.05 and his Period of Service while in an ineligible position shall count as Service under the Plan.

Section 1.12      Employee . Any person who, on or after the Effective Date, is receiving remuneration for personal services rendered to the Employer (or any other employer required to be aggregated with the Employer under Sections 414(b), (c), (m) or (o) of the Code) as a common law employee (or who would be receiving such remuneration except for an authorized leave of absence). The term shall not include any individual providing services to an Employer as a consultant, independent contractor or Leased Employee deemed to be an employee of any employer described in the previous sentence, as provided in Sections 414(n) and (o) of the Code, nor any person employed by the Employer solely as a Director. An individual excluded from participation by reason of independent contractor or Leased Employee status, if determined by the Company or in accordance with law to be a common law employee, shall be recharacterized as an Employee under the Plan as of the date of such determination, unless an earlier date is necessary to preserve the tax qualified status of the Plan. Notwithstanding such general recharacterization, such person shall not be considered an Eligible Employee for purposes of Plan participation, except to the extent necessary to preserve the tax qualified status of the Plan.

An Employee also includes any individual in Qualified Military Service (as defined in Code Section 414(u)) who is receiving differential wage payments (as defined in Code Section 3401(h)(2)) from the Employer solely for the purposes of providing contributions, benefits and service credit with respect to Qualified Military Service, as applicable. "Qualified Military Service" means any service in the uniformed services (as defined in Chapter 43 of Title 38 of the United States Code) by any individual if such individual is entitled to re-employment rights under such Chapter with respect to such service.

Section 1.13      Employer(s) . The Company and any Related Employer during the period such other employer is a Related Employer to the Company. A Related Employer shall become a

participating Employer in the Plan upon written action of the Related Employer, effective as of the date provided in such action. For purposes of clarity, no foreign subsidiary is a Related Employer. A Related Employer shall cease to be an Employer on the date such entity ceases to qualify as a Related Employer to the Company, unless the Related Employer continues to maintain the Plan with the consent of the Company. Notwithstanding the foregoing, CareFusion and its subsidiaries ceased to be classified as Employers under the terms of the Plan, effective as of August 31, 2009, one day prior to the day that CareFusion and its subsidiaries ceased to be classified as Related Employers under the terms of the Plan. Whenever the terms of this Plan authorize the Employer or the Company to take any action, such action shall be considered properly authorized if taken by the Board, the Chairman of the Board, any committee of the Board, or any other person to whom authority has been delegated by the foregoing.

Section 1.14      Employer Contribution Account . That portion of a Participant's Account credited with Employer Contributions under Sections 3.02 and 3.03, and adjustments relating thereto.

Section 1.15      ERISA . The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

Section 1.16      Former Participant . A Participant who has transferred to a classification of Employees ineligible to participate in the Plan, or a Participant whose employment with the Employer has terminated but who has a vested Account balance under the Plan that has not been paid in full and, therefore, is continuing to participate in the allocation of Income of the Trust Fund.

Section 1.17      Highly Compensated Employee . Any Employee who:

Highly Compensated Employees include highly compensated former Employees. A former Employee will be treated as a Highly Compensated Employee for a determination year if such Employee had a separation year (i.e., the year in which the Employee separated from Service or was deemed to have separated) prior to the determination year, and was a Highly Compensated Employee for either the separation year or any Plan Year ending on or after the Employee's 55th birthday, in accordance with the rules for determining Highly Compensated Employee status in effect for that determination year and in accordance with applicable Treasury Regulations and IRS Notice 97-45.

For purposes of this Section, "Compensation" means Compensation as defined in Section 1.08; and Related Employers to the Employer shall be treated as a single employer with the Employer. The determination of who is Highly Compensated shall be made in accordance with Code Section 414(q) and applicable Treasury Regulations promulgated thereunder.

Section 1.18      Income . The net gain or loss of the Trust Fund from investments, as reflected by interest payments, dividends, realized and unrealized gains and losses on securities, other investment transactions and expenses paid from the Trust Fund. In determining the Income of the Trust Fund as of any date, assets shall be valued on the basis of their most recently available fair market value.

Section 1.19      Leased Employee . Any person (other than an Employee of the Employer) who, pursuant to an agreement between the Employer and any other person ("Leasing Organization"), has performed services for the Employer (or for the Employer and 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, which services are performed under the primary direction or control of the Employer. Contributions or benefits provided to a Leased Employee by the Leasing Organization that are attributable to services performed for the Employer shall be treated as provided by the Employer. If applicable, Compensation under Section 1.08 includes compensation from the Leasing Organization that is attributable to services performed for the Employer.

A Leased Employee shall not be considered an Employee of the Employer if (a) such employee is covered by a money purchase pension plan providing: (i) a nonintegrated employer contribution rate of at least ten percent of compensation, as defined in Section 415(c)(3) of the Code, but including amounts contributed pursuant to a salary reduction agreement that are excludible from the employee's gross income under Section 125, Section 132(f)(4), Section 402(e)(3), Section 402(h) or Section 403(b) of the Code, (ii) immediate participation, and (iii) full and immediate vesting; and (b) leased employees do not constitute more than 20% of the Employer's nonhighly compensated workforce.

Section 1.20      Matching Account . That portion of a Participant's Account credited with Matching Contributions pursuant to Section 3.07, and adjustments relating thereto. A Participant's Matching Account may include one or more subaccounts, including a Non-Safe Harbor Matching Account and a Safe Harbor Matching Account.

Section 1.21      Nonforfeitable . A Participant's or Beneficiary's unconditional claim, legally enforceable against the Plan, to all or a portion of the Participant's Account.

Section 1.22      Nonforfeitable Account Balance . The aggregate value of the Participant's vested Account balances derived from Employer and Employee contributions (including Rollover Contributions and Transfer Contributions), whether vested before or upon death,

Section 1.23      Non-highly Compensated Employee . Any Eligible Employee who is not a Highly Compensated Employee.

Section 1.24      Normal Retirement Age . Except as provided in Schedule IV, the attainment of age 65. " Normal Retirement " means a Participant's Severance from Employment following his attainment of Normal Retirement Age.

Section 1.25      Participant . An Employee who is eligible to be and becomes a Participant in accordance with the provisions of Section 2.01. An Employee who becomes a Participant shall remain a Participant or Former Participant under the Plan until the Trustee has fully distributed the vested amount in his Account to him.

Section 1.26      Plan . The plan designated as the Cardinal Health 401(k) Savings Plan as set forth herein or in any amendments hereto. Prior to January 1, 2005, the Plan was known as the Cardinal Health Profit Sharing, Retirement and Savings Plan.

Section 1.27      Plan Administrator . The person(s) or entity appointed by Cardinal Health, Inc. to serve as Plan Administrator. If no such person(s) or entity is appointed by Cardinal Health, Inc. to serve as Plan Administrator, Cardinal Health, Inc. shall be the Plan Administrator.

Section 1.28      Plan Year . The calendar year commencing on January 1 and ending on December 31.

Section 1.29      Qualified Matching Contribution Account . That portion of a Participant's Account credited with Qualified Matching Contributions under Section 3.07, and adjustments relating thereto.

Section 1.30      Qualified Non-elective Contribution Account . That portion of a Participant's Account credited with Qualified Non-elective Contributions under Section 3.10, and adjustments relating thereto.

Section 1.31      Related Employers . A controlled group of corporations (as defined in Code Section 414(b)), trades or business (whether or not incorporated) that are under common control (as defined in Code Section 414(c)), or an affiliated service group (as denied in Code Sections 414(m) and (o)). If the Employer is a member of a group of Related Employers, the term "Employer" includes the Related Employers for purposes of crediting Hours of Service, applying the coverage test of Code Section 410(b) (except to the extent that the Plan employs the qualified separate line of business rules of Code Section 414(r)), determining Years of Service and Breaks in Service under Article IV, applying the limitations described in Schedule III, applying the Top Heavy rules and the minimum benefit requirements of Article X, the definitions of Employee, Highly Compensated Employee, Compensation, Leased Employee, and Service contained in this Article I, and for any other purpose as required by the Code or by the Plan. However, only an Employer described in Section 1.13 may contribute to the Plan, and only an Eligible Employee employed by an Employer described in Section 1.13 is eligible to participate in this Plan.

Section 1.32      Required Beginning Date . For purposes of Article V, for any Participant who is not a Five-percent Owner (as defined in Code Section 416(i)), the Required Beginning Date is April 1 of the calendar year following the later of the calendar year in which the Participant attains age 70½, or the calendar year in which the Participant retires. For any Participant who is at least

a Five-percent Owner (as defined in. Code Section 416(i)), the Required Beginning Date is the April 1 immediately following the calendar year in which the Participant attains age 70½, regardless of whether the Participant has retired.

Section 1.33      Rollover Account . That portion of a Participant's Account credited with Rollover Contributions under Section 3.13, and adjustments relating thereto.

Section 1.34      Roth Account . That portion of a Participant's Account credited with Roth Contributions, Roth Catch-up Contributions and Roth Rollover Contributions, if any, under Section 3.05, and adjustments relating thereto.

Section 1.35      Service and Break in Service Definitions .

or the care of the Employee's child immediately following the child's birth or placement. Notwithstanding the foregoing, if such maternity or paternity leave constitutes an Authorized Leave of Absence, such leave shall not be considered part of a Break in Service.

The Plan Administrator shall not credit more than 501 Hours of Service under this subparagraph (iii) to an Employee on account of any single continuous period during which the Employee does not perform any duties (whether or not such period occurs during a single Plan Year). The Plan Administrator shall credit Hours of Service under this subparagraph (iii) in accordance with the rules of paragraphs (b) and (c) of Labor Reg. Section 2530.200b-2, which the Plan by this reference specifically incorporates in full within this subparagraph (iii).

The Plan Administrator shall not credit an Hour of Service under more than one of the above subparagraphs. Furthermore, if the Plan Administrator is to credit Hours of Service to an Employee for the 12-month period beginning with the Employee's Employment Commencement Date or with an anniversary of such date, then the 12-month period shall be substituted for the term "Plan Year" wherever the latter term appears in this Section.

Hours of Service will be credited for employment with other members of an affiliated service group (under Code Section 414(m)), a controlled group of corporations (under Code Section 414(b)), or a group of trades or businesses under common control (under Code Section 414(c)) of which the adopting Employer is a member, and any other entity required to be aggregated with the Employer pursuant to Code Section 414(o) and the regulations thereunder. Hours of Service will also be credited for any individual considered an Employee for purposes of this Plan under Code Section 414(n) or Code Section 414(o) and the regulations thereunder.

Service also includes any period of time during which any individual in Qualified Military Service (as defined in Code Section 414(u)) receives differential wage payments (as defined in Code Section 3401(h)(2)) from the Employer solely for purposes of providing contributions, benefits and service credit with respect to Qualified Military Service, as applicable.

Section 1.36      Shares . The no par value common shares of Cardinal Health, Inc., an Ohio corporation, which are publicly-traded on the New York Stock Exchange under ticker symbol CAH.

Section 1.37      Spouse . The lawful spouse of the Participant for federal income tax purposes, including same-sex marriages recognized for federal income tax purposes.

Section 1.38      Total Disability/Totally Disabled . Occurs when a Participant is unable to engage in any substantial gainful activity and has qualified for benefits under the Employer's long term disability plan by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. A Participant shall also be deemed to be Totally Disabled if determined to be totally disabled by the Social Security Administration. The Employer may require the Participant to submit to periodic medical examinations at the Participant's expense to confirm the existence and continuation of a Total Disability.

Section 1.39      Transfer Account . That portion of a Participant's Account credited with Transfer Contributions under Section 12.06, and adjustments relating thereto.

Section 1.40      Treasury Regulations . Regulations promulgated under the Internal Revenue Code by the Secretary of the Treasury.

Section 1.41      Trust . The Trust known as the Cardinal Health, Inc. U.S. Qualified Plans Master Trust and maintained in accordance with the terms of the trust agreement, as from time to time amended, between Cardinal Health, Inc. and the Trustee.

Section 1.42      Trust Fund . All property of every kind held or acquired by the Trustee under the Trust agreement.

Section 1.43      Trustee . Wells Fargo Bank, N.A., a national bank, or such other entity or person(s) that subsequently may be appointed by Cardinal Health, Inc.

Section 1.44      Valuation Date . Each day on which the New York Stock Exchange is open for trading and on which the fair market value of Plan assets is determined.

Section 1.45      Terms Defined Elsewhere .

    

    

ARTICLE II

ELIGIBILITY AND PARTICIPATION

Section 2.01      ELIGIBILITY . Each Eligible Employee shall be eligible to become a Participant in the Plan. Each Eligible Employee who was a Participant in the Plan on the day before the Effective Date of this restated Plan shall continue as a Participant in this Plan as restated. Any other Eligible Employee who is employed by the Employer on and after January 1, 2016, shall become a Participant upon becoming an Eligible Employee (which, generally, is date of hire).

Section 2.02      PARTICIPATION UPON RE-EMPLOYMENT . An Eligible Employee who was a Participant shall again become a Participant on the date he is re-employed by the Employer as an Eligible Employee.

Section 2.03      ENROLLMENT . As soon as administratively practicable, the Plan Administrator shall notify each Employee who is eligible to open a Compensation Deferral Account and provide enrollment materials to the Employee. Each Eligible Employee may enroll as a Participant in the Compensation Deferral portion of the Plan at any time and as soon as administratively practicable on or after his date of hire, by properly completing the enrollment procedures established at the time by the Plan Administrator, or by following such other procedures as the Plan Administrator may implement. The Plan Administrator may establish rules and procedures governing the time and manner in which enrollments shall be processed.

Section 2.04      TRANSFERS BETWEEN PARTICIPATING EMPLOYERS . For eligibility purposes, a Participant who transfers employment from one participating Employer to another participating Employer shall continue to be eligible to participate in the Plan if the Participant has previously met the requirements of Section 2.01. In accordance with the Plan and the Code, an Employee who is an Eligible Employee shall continue to be an Eligible Employee following a transfer between participating Employers as if the Eligible Employee had performed all Service during the Plan Year for the participating Employer to which the Eligible Employee is transferred.

Section 2.05      TRANSFERS BETWEEN CLASSES OF EMPLOYEES . For purposes of eligibility, in the case of an Employee who transfers from a class of Employees whose employment status is ineligible for participation in the Plan (e.g., On-demand and non-regular PRN employees) to an eligible class of employment, such Employee shall be immediately eligible to participate in the Plan upon becoming an Eligible Employee. In the case of an Eligible Employee who transfers to an ineligible employment status, such Employee shall cease to be an Eligible Employee under this Plan but shall remain a Former Participant under the Plan until such time as participation is terminated, and Service earned while employed in an ineligible classification shall continue to count for vesting purposes.

ARTICLE III

CONTRIBUTIONS

Section 3.01      INDIVIDUAL ACCOUNTS . An Account shall be maintained for each Participant and Former Participant having an amount to his credit in the Trust Fund. Each Account shall be divided into separate subaccounts for "Compensation Deferral Contributions," (including Catch-Up Contributions, if any), "Non-Safe Harbor Matching Contributions," "Safe Harbor Matching Contributions," "Employer Contributions," and "Special Contributions," as defined below, and any other types of contributions, as identified in Schedule IV hereto. If a Participant has made a "Rollover Contribution" or "Transfer Contribution," as defined below, or if the Employer elects to make "Qualified Non-elective Contributions" or "Qualified Matching Contributions," as defined below, separate subaccounts shall be established for such contributions. Effective January 1, 2012, a separate subaccount shall also be maintained for each Participant's "Roth Contributions," if any (including Roth Catch-Up Contributions and Roth Rollover Contributions, if applicable). Furthermore, if a Participant re-enters the Plan subsequent to a "Forfeiture Break in Service" (as defined in Section 4.02), a separate Account shall be maintained for the Participant's pre-Forfeiture Break in Service Account and a separate Account for his post-Forfeiture Break in Service Account, unless the Participant's entire Account under the Plan is 100% Nonforfeitable. Allocations shall be made to the Accounts of the Participants in accordance with the provisions of Section 9.06. The Plan Administrator may direct the Trustee to maintain a temporary segregated investment Account in the name of a Participant to prevent a distortion of income, gain, or loss allocations under Section 9.06. The Plan Administrator shall ensure that records are maintained for all Account allocations and related recordkeeping activities.

Section 3.02      EMPLOYER CONTRIBUTIONS . For each Plan Year, the Employer may contribute to the Trust amounts determined in its discretion based on profitability or other relevant factors. Such contributions will be in the form of " Employer Contributions " and/or " Special Contributions ." The amount contributed in any year may vary, in the Employer's discretion. The Employer shall not make a contribution to the Trust for any taxable year to the extent the contribution would exceed the maximum deduction limitations under Code Section 404. All contributions are conditioned on their deductibility under the Code.

Section 3.03      EMPLOYER AND SPECIAL CONTRIBUTION ALLOCATION AND ACCRUAL OF BENEFIT .

Step One : Any Employer Contributions made for the Plan Year will be allocated among each eligible Participant's Account, in the group of

Participants for whom the Employer Contribution was made, in the ratio that each eligible Participant’s total Compensation and Excess Compensation (as hereinafter defined) for the Compensation Determination Period (as hereinafter defined) bears to the sum of all such Participants' total Compensation and Excess Compensation for the Compensation Determination Period. However, if the amount allocated to Participants' Accounts under this Step One, as a percentage of the sum of their total Compensation and Excess Compensation, exceeds 5.7%, (or the percentage equal to the old-age insurance portion of the tax rate under Code Section 3111(a) in effect for the Plan Year, if greater), then the amount of contributions allocated under this Step One shall be reduced to an amount that results in an allocation, as a percentage of the sum of each Participant's total Compensation and Excess Compensation for the Plan Year, of no more than 5.7% (or the percentage equal to the old-age insurance portion of the tax rate under Code Section 3111(a) in effect for the Plan Year, if greater).

Step Two : Any Employer Contributions remaining after the allocation in Step One will be allocated among each eligible Participant's Account, in the group of Participants for whom the Employer Contribution was made, in the ratio that each such Participant's Compensation for the Compensation Determination Period bears to the total Compensation of all such Participants for that Compensation Determination Period.

For the purposes of this Section, " Excess Compensation " means Compensation in excess of the taxable wage base, as determined under Section 230 of the Social Security Act, in effect on the first day of the Plan Year, and " Compensation Determination Period" means the payroll periods ending within the twelve month period that corresponds to the fiscal year of the Company (currently, July 1 through June 30) ending within the Plan Year for which an Employer Contribution or Special Contribution is made. Compensation for the Compensation Determination Period is subject to the Compensation Limitation in effect for the calendar year in which the Compensation Determination Period begins.

Section 3.04      PARTICIPANT CONTRIBUTIONS .

The Employer may elect to include additional Eligible Employees as Covered Employees for purposes of this Section 3.04(C). An Employer may also elect to exclude the Eligible Employees in (b), above, from being Covered

Employees. An individual will cease to be a Covered Employee if he makes an affirmative election regarding Compensation Deferral Contributions (including an affirmative election to make no Compensation Deferral Contributions) in accordance with this Section 3.04.

calculated to be understood by the average Covered Employee. The notice will accurately describe:

The content of the notice and procedures related to the implementation of the Automatic Contribution Arrangement shall be consistent with the Treasury Regulations and other guidance issued by the Internal Revenue Service.

If an Employee becomes a Covered Employee after the notice is provided in accordance with the first sentence of this Section 3.04(C)(v) and does not receive a notice for that reason, the notice will be provided no more than a reasonable period (generally 90 days) before the Employee becomes a Covered Employee and not later than the date the Employee becomes a Covered Employee, or if not practicable to be provided by that date, not later than the first pay date for which the Covered Employee is permitted to make a Compensation Deferral Contribution election. A Covered Employee will have a reasonable opportunity after receipt of the notice described in this Section 3.04(C)(v) to make an affirmative election regarding Compensation Deferral Contributions (either to make no Compensation Deferral Contributions or to make Compensation Deferral Contributions in an amount other than the default percentage specified in Section 3.04(C)(iii)) before default Compensation Deferral Contributions are made on the Covered Employee's behalf.

Section 3.05      ROTH CONTRIBUTIONS .

accordance with and subject to the provisions of Code Section 402A and the relevant Treasury Regulations issued thereunder, and which are:

Section 3.06      CHANGES AND SUSPENSIONS OF COMPENSATION DEFERRAL CONTRIBUTIONS, ROTH CONTRIBUTIONS, CATCH-UP CONTRIBUTIONS AND ROTH CATCH-UP CONTRIBUTIONS . A Participant may change the rate of Compensation Deferral Contributions, Roth Contributions, Catch-Up Contributions, and/or Roth Catch-Up Contributions to his Account at any time during each Plan Year, effective for the first payroll period for which it is administratively feasible to change the rate of such Participant's Compensation Deferral Contributions, Roth Contributions, Catch-Up Contributions, and/or Catch-Up Contributions, by communicating such rate change in accordance with rules and procedures established by the Plan Administrator regarding the timing and manner of making such elections. In addition, a Participant may at any time elect to suspend all contributions to his Account by giving advance notice in any manner specified by the Plan Administrator in accordance with its rules and procedures. An election

to recommence contributions shall be effective for the first payroll period in which it is administratively feasible to begin deferral withholdings. All suspensions and recommencements of Compensation Deferral Contributions, Roth Contributions, Catch-Up Contributions, and/or Roth Catch-Up Contributions shall be made in the manner and at the times specified in rules and procedures established by the Plan Administrator, which rules and procedures may be changed from time to time.

Section 3.07      MATCHING AND QUALIFIED MATCHING CONTRIBUTIONS .

the notice has been provided for that Plan Year, such Eligible Employee shall be provided the notice no more than a reasonable period (generally 90 days) before the Employee becomes eligible and no later than the date the Employee becomes eligible, or, if not practicable to be provided by that date, as soon as practicable thereafter.

Section 3.08      MATCHING CONTRIBUTION ALLOCATION AND ACCRUAL OF BENEFIT . Only Participants who have made Compensation Deferral Contributions during the Plan Year shall be eligible to share in the allocation of the Matching Contribution as set forth in Section 3.07. Catch-Up Contributions under this Plan shall not be eligible for Matching Contributions unless the Participant is a Non-Highly Compensated Employee and such contributions must be matched to achieve the required level of Safe Harbor Matching Contributions. In all cases, the allocation of Matching Contributions or Qualified Matching Contributions shall be based on the amount or rate established in advance for such contributions relative to the Compensation Deferral Contributions being matched. Although Matching Contributions may be contributed periodically throughout the Plan Year, the allocation applicable to any Participant shall be adjusted as necessary to attain the appropriate allocation rate for the Plan Year as a whole. No Matching Contributions shall be made, however, with respect to "Catch-Up Contributions", except as provided above.

Matching Contributions that are designated as Safe Harbor Matching Contributions shall be 100% vested at all times. Other Matching Contributions shall become Nonforfeitable in accordance with Section 4.01 of the Plan. In any event, Matching Contributions shall be fully vested and Nonforfeitable at Normal Retirement Age, upon the complete or partial termination of the Plan, or upon the complete discontinuance of Employer contributions. Forfeitures of Matching Contributions, other than Excess Aggregate Contributions, shall be made in accordance with Section 4.03 of the Plan. In addition, for purposes of this Section 3.08, a Participant who dies or becomes Totally Disabled on or after January 1, 2010, while performing Qualified Military Service (within

the meaning of Code Section 414(u)) shall be treated as if he died or became Totally Disabled while actively employed.

Section 3.09      VOLUNTARY EMPLOYEE NONDEDUCTIBLE CONTRIBUTIONS . Participants shall not be permitted to make voluntary employee nondeductible contributions.

Section 3.10      QUALIFIED NON-ELECTIVE CONTRIBUTIONS . If it so elects, the Employer may make " Qualified Non-elective Contributions " under the Plan on behalf of all Participants or all Participants who are Non-highly Compensated Employees in order to satisfy either the Actual Deferral Percentage test or the Actual Contribution Percentage test. For purposes of this Article III, Qualified Non-elective Contributions shall mean contributions (other than Matching Contributions or Qualified Matching Contributions) made by the Employer and allocated to Participants' Accounts that the Participants may not elect to receive in cash until distributed from the Plan; that are Nonforfeitable when made; and that are distributable only in accordance with the distribution provisions that are applicable to Compensation Deferral Contributions and Qualified Matching Contributions. Qualified Non-elective Contributions shall be allocated to Participants' Accounts in the same proportion that each Participant's Compensation for the Plan Year for which the Employer makes the contribution bears to the total Compensation of all Participants for the Plan Year (or of all Non-highly Compensated Participants, as applicable).

Section 3.11      TIME OF PAYMENT OF CONTRIBUTION . The Employer may pay its contribution for each Plan Year in one or more installments of cash without interest. The Employer must make its contribution that Participants have elected to defer under Section 3.04 and/or Section 3.05 as soon as such amounts may reasonably be segregated from the Employer's general assets, but in no event later than 15 business days after the end of the calendar month in which such amounts were withheld from the Participant's Compensation, or such later time as may be permitted by regulations under ERISA and Section 401(k) of the Code. The Employer must make the balance, if any, of its contribution to the Trustee within the time prescribed (including extensions) for filing its tax return for the taxable year for which it claims a deduction for its contribution, in accordance with Code Section 404(a)(6).

Section 3.12      ALLOCATION OF FORFEITURES . Subject to any restoration allocation required under Section 4.05, the Plan Administrator shall allocate and use the amount of a Participant's benefit forfeited under the Plan to reduce the Employer Contributions, Special Contributions, Matching Contributions and/or other contributions payable under the Plan, for the Plan Year in which the forfeiture occurs or any prior or future Plan Year or, to the extent forfeitures remain after such reduction(s), to pay reasonable expenses of the Plan (to the extent not paid by the Employer).

Section 3.13      ROLLOVER CONTRIBUTIONS . The Trustee is authorized to accept a “rollover” on behalf of an Employee, and hold as part of the Trust Fund, assets from (A) another plan qualified under Sections 401(a), 403(a), 403(b) or 457(b) of the Code, including after-tax contributions or (B) an individual retirement account, provided that such rollover satisfies such rules and procedures established by the Plan Administrator, including rules designed to assure the Plan Administrator that the funds so contributed qualify as a Rollover Contribution under the Code. Subject to the approval of the Plan Administrator, such rollover amounts may also include any

outstanding participant loans from another plan qualified under either Code Section 401(a) or 403(a) rolled over to the Plan in kind, provided such other qualified plan permits rollover of loans in kind. All amounts so transferred to the Trust Fund shall be held in segregated subaccounts and shall be referred to as " Rollover Contributions ”. Effective January 1, 2012, direct rollovers from a Roth elective deferral account under an applicable retirement plan described in Code Section 402A(e)(1) to the extent permitted by Code Section 402(c) (" Roth Rollover Contributions ") may be rolled over to the Plan.

Section 3.14      RETURN OF CONTRIBUTIONS . All contributions to the Plan are conditioned upon their deductibility under the Code. The Trustee, upon written request from the Employer, shall return to the Employer the amount of the Employer's contribution made by the Employer by mistake of fact or the amount of the Employer's contribution disallowed as a deduction under Code Section 404. The Trustee shall not return any portion of the Employer's contribution under this provision more than one year after:

The Trustee shall not increase the amount of the Employer contribution returnable under this Section 3.14 for any earnings attributable to the contribution, but the Trustee shall decrease the Employer contribution returnable for any losses attributable to it. The Trustee may require the Employer to furnish it whatever evidence the Trustee deems necessary to enable the Trustee to confirm the amount the Employer has requested be returned is properly returnable under ERISA.

Section 3.15      FURTHER REDUCTIONS OF CONTRIBUTIONS . In addition to the reductions and recharacterizations provided for under Schedule III, in any Plan Year in which the Plan Administrator deems it necessary to do so to meet the requirements of the Code and the Treasury Regulations thereunder, the Plan Administrator may further reduce the amount of Compensation Deferral Contributions and/or Roth Contributions that may be made to a Participant's Account, or refund such amounts previously contributed.

ARTICLE IV

TERMINATION OF SERVICE; PARTICIPANT VESTING

Section 4.01      VESTING .

Effective January 1, 2007, for purposes of this Section 4.01, a Participant who dies or becomes Totally Disabled while performing Qualified Military Service (within the meaning of Code Section 414(u)) shall be treated as if he died or became Totally Disabled while actively employed.

Section 4.02      INCLUDED YEARS OF SERVICE – VESTING . For purposes of determining Years of Service under Section 4.01, the Plan shall take into account all Years of Service an Employee completes except any Year of Service after the Participant first incurs a " Forfeiture Break in Service ." The Participant incurs a Forfeiture Break in Service when he incurs five consecutive Breaks in Service. This exception excluding Years of Service after a Forfeiture Break in Service shall apply for the sole purpose of determining the nonforfeitable percentage of a Participant's Employer Contribution Account, Special Contribution Account, and Non-Safe Harbor Matching Account that accrued for his benefit prior to the Forfeiture Break in Service. Service performed by an Employee prior to the date he became an Eligible Employee shall also count as Service for vesting purposes provided the Employee did not have a Break in Service prior to becoming an Eligible Employee. If an Employee incurred a Break in Service prior to becoming an Eligible Employee, only Service performed as an Employee after such Break in Service shall be counted.

Section 4.03      FORFEITURE OCCURS . A Participant's forfeiture, if any, of his Employer Contribution Account, Special Contribution Account, and Non-Safe Harbor Matching Account, if any, shall occur under the Plan:

The Plan Administrator shall determine the percentage of Participant's Employer Contribution Account, Special Contribution Account, and Non-Safe Harbor Matching Account forfeiture, if any, under this Section 4.03 solely by reference to the vesting schedule of Section 4.01 or as provided in Schedule IV, if applicable. A Participant shall not forfeit any portion of his Employer Contribution Account, Special Contribution Account or Non-Safe Harbor Matching Account for any other reason or cause except as expressly provided by this Section 4.03.

Section 4.04      CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS . If, pursuant to Article V, a partially-vested Participant receives a Cash-out Distribution before he incurs a Forfeiture Break in Service, the Cash-out Distribution will result in an immediate forfeiture of the nonvested portion of the Participant's Account balance derived from Employer contributions. A partially-vested Participant is a Participant whose Nonforfeitable Percentage determined under Section 4.01 is less than 100%. A " Cash-out Distribution " is a distribution of the entire present value of the Participant's Nonforfeitable Account Balance.

A "deemed" Cash-out Distribution rule applies to a 0% vested Participant. A 0% vested Participant is a Participant whose Account balance is entirely forfeitable at the time of his Severance from Employment. If the Participant's Account is not entitled to an allocation of Employer contributions or Participant forfeitures for the Plan Year in which he has a Severance from

Employment, the Plan Administrator will apply the deemed Cash-out Distribution rule as if the 0% vested Participant received a Cash-out Distribution on the date of the Participant's Severance from Employment. If the Participant's Account is entitled to an allocation of Employer contributions or Participant forfeitures for the Plan Year in which he has a Severance from Employment, the Plan Administrator will apply the deemed Cash-out Distribution rule as if the 0% vested Participant received a Cash-out Distribution on the first day of the first Plan Year beginning after his Severance from Employment. For purposes of applying the restoration provisions of Section 4.05, the Plan Administrator will treat the 0% vested Participant as repaying his Cash-out Distribution on the first date of his re-employment with the Employer.

Section 4.05      RESTORATION OF FORFEITED PORTION OF ACCOUNT . A Participant who is re-employed after receiving a Cash-out Distribution (or deemed Cash-out Distribution) of the Nonforfeitable percentage of his Account shall have the right to repay the Trustee in cash the entire amount of the Cash-out Distribution he received, if the Plan Administrator must restore his Account under the requirements of this Section 4.05.

To the extent the amounts available for restoration for a particular Plan Year are insufficient to enable the Plan Administrator to make the required restoration, the Employer shall contribute, without regard to any requirement or condition of Section 3.03, such additional amount as is necessary to enable the Plan Administrator to make the required restoration. If, for a particular Plan Year, the Plan Administrator must restore the Account of more than one re-employed Participant, then the Plan Administrator shall make the restoration allocation(s) to each such Participant's Account in the same proportion that a Participant's restored amount for the Plan Year bears to the restored amount for the Plan Year of all re-employed Participants. The Plan Administrator shall not take into account the allocation(s) under this Section 4.05 in applying the limitation on allocations described in Schedule III.

ARTICLE V
TIME AND METHOD OF PAYMENT OF BENEFITS

Section 5.01      RETIREMENT . Subject to Sections 5.02(C) and 5.05, upon a Participant's Severance from Employment on or after attaining Normal Retirement Age (for any reason other than death), payment of the Participant's Account shall commence to him as soon as administratively practicable after he files a claim for benefits in accordance with the rules and procedures established by the Plan Administrator, as the same may be amended from time to time. If the Participant (or his Beneficiary) does not file a claim for benefits, payment shall in any event be made no later than the time required under Section 5.05. A Participant who remains in the employ of the Employer after attaining Normal Retirement Age shall continue to participate in Employer contributions and may also elect to defer distribution of his Account to any later date permitted under Section 5.05. The form of payment shall be the same as for other Severance from Employment distributions, as set forth in Sections 5.02 and 5.04 and Schedule II, as applicable.

Section 5.02      DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT PRIOR TO NORMAL RETIREMENT AGE . Upon a Participant's Severance from Employment (including effective January 1, 2016 for Participants with a Severance from Employment prior to January 1, 2016) prior to attaining Normal Retirement Age (for any reason other than death), payment shall commence to the Participant of the value of his Nonforfeitable Account Balance as provided in this Section 5.02. The following rules and definitions shall apply to any such distribution:

If a lump sum is payable under this Section 5.02 to a Participant and the distribution exceeds $1,000, and the Participant does not elect to have such distribution paid directly to an eligible retirement plan (as described in Code Section 401(a)(31)(E)) specified by the Participant in a direct rollover or to receive the distribution directly, then the Plan Administrator shall pay the distribution in a direct rollover to an individual retirement plan designated by the Plan Administrator. For purposes of clarity, in the event a lump sum is payable under this Section 5.02 to a Participant where the distribution is $1,000 or less, and the Participant does not make an election, then the Plan Administrator shall pay the distribution directly to the Participant.

The consent of the Participant, and the Participant's Spouse, if applicable, shall be obtained in writing within the 180-day period ending on the " Annuity Starting Date ." The Annuity Starting Date is the first day of the first period for which an amount is paid as an annuity or in any other form. The Plan Administrator shall notify the Participant and the Participant's Spouse of the right to defer any distribution until the Participant's Nonforfeitable Account Balance is no longer immediately distributable. Such notification shall include a general description of the material features of the optional forms of benefit, if any, available under the Plan in a manner that would satisfy the notice requirements of Code Section 411(a)(11) and its applicable Treasury Regulations (including a description of the consequences of failing to defer receipt of a distribution). Further, such notice shall be provided not less than 30 days and no more than 180 days prior to the Annuity Starting Date. However, if the Participant, after having received this notice, affirmatively elects a distribution, such distribution may commence less than 30 days after the notice was provided.

Notwithstanding the foregoing, only the Participant need consent to the commencement of a distribution in the form of a qualified joint and survivor annuity while the Account balance is immediately distributable. (Furthermore, if payment in the form of a qualified joint and survivor annuity is not required with respect to the Participant pursuant to Code Section 417, only the Participant need consent to the distribution of an Account balance that is immediately distributable.) Neither the consent of the Participant nor the Participant's Spouse shall be required to the extent that a distribution is required to satisfy Section 401(a)(9) or Section 415 of the Code. An Account balance is immediately distributable if any part of the Account balance could be distributed to the Participant (or the surviving Spouse) before the Participant attains, or would have attained if not deceased, the later of Normal Retirement Age or age 62.

from Employment unless the Participant (and his Spouse, if applicable) does not consent to such immediate distribution.

Participant who has elected to delay receiving a distribution of his Account may elect to receive a distribution of his Nonforfeitable Account Balance as soon as administratively practicable by properly completing the appropriate distribution election forms or procedures. If no such election is made, the Participant's Nonforfeitable Account Balance shall be paid as provided in Section 5.01 and 5.05.

Section 5.03      OTHER RULES GOVERNING THE TIME OF PAYMENT OF BENEFITS .

(i)    the date the Participant attains Normal Retirement Age;

Notwithstanding the above, except as provided in Sections 5.02(C)(i) or (ii) and 5.05, a Participant must file a claim for benefits before payment of his Nonforfeitable Account Balance will commence. However, payment of a Participant's Nonforfeitable Account Balance shall begin to be made no later than the Participant's Required Beginning Date.

Section 5.04      FORM OF BENEFIT PAYMENTS . Subject to Schedule II, if applicable, and Section 5.05(C), a Participant shall receive payment of, his Nonforfeitable Account Balance based upon the value of the Account on the Valuation Date coinciding with or immediately preceding the date the distribution is processed in the following forms:

Section 5.05      REQUIRED MINIMUM DISTRIBUTIONS .