Exhibit 10.1

LCI Industries

2017 Annual Incentive Program

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Establishment and Effective Date

The 2017 Annual Incentive Program (the “ Program ”) is hereby established to provide for the grant of Annual Incentive Awards under the LCI Industries Equity Award and Incentive Plan (as Amended and Restated) (the “ Plan ”). The Program shall be deemed effective as of January 1, 2017. The Program shall operate on the basis of a program year that begins on January 1, 2017 and ends on December 31, 2017 (“ Program Year ”). Payout will be based on Program Year performance results, except as otherwise provided herein.

Purpose

The purpose of the Program is to provide annual incentive compensation to:

Payouts for Program participants will be determined based on the Program provisions and the results of Company performance measurements, subject to adjustment (to the extent that any such adjustment is consistent with the terms and conditions of the Program and/or the Plan) by the Compensation Committee of LCII’s Board of Directors (the “ Committee ”).

Eligibility

Eligibility for Program participation will be limited to employees who: (1) are employed in executive positions that have ultimate responsibility for the financial and operating performance of the Company, and (2) have been specifically identified by the Company as being eligible for Program participation as likely to be a Covered Employee (as defined in the Plan). However, employees who participate in another short-term Company incentive plan (other than a plan that compensates the employee on a commission basis) are not eligible to participate in this Program with respect to the portion of the Program Year that is also covered under such other plan. Names of approved Program participants and their respective Tier 1 Sharing %, Tier 2 Sharing %, and Tier 3 Sharing %, if applicable, are identified in the Program Appendix.

Any employee who first becomes eligible and is added to the Program after the start of the Program Year will be eligible to participate with respect to that Program Year, but prorated to reflect the period of the Program Year for which the employee was employed in an eligible classification.

Except as provided in the Employment Termination section below, employees must be actively employed through December 31, 2017 to be eligible for a payout under the Program with respect to the Program Year. Except as provided herein, those who are not actively employed through December 31, 2017 for reasons other than disability, approved leave of absence, or death will not be eligible to receive a payout under the Program. An employee does not earn a right to a Program payment (whether on a pro rata basis or otherwise) based upon length of service or mere completion of service during the Program Year. Rather, a payout is earned based upon the achievement by the Company of pre-determined performance goals measured over the course of the entire Program Year as a result of the efforts of eligible employees who contribute toward achievement of such goals. An employee’s participation in the Program, and the opportunity to earn a payout in accordance with the terms and conditions of the Program, does not represent an unequivocal promise on the part of the Company to pay incentive compensation other than to the extent that applicable performance goals have been satisfied, the employee satisfies the eligibility conditions specified herein, and the Committee has authorized a payout to the employee after completion of the Program Year.

Employment Termination

Termination of employment at any time during the Program Year will disqualify the participant from receiving a payout under the Program, except as provided below:

If the participant’s employment is terminated at any time during the Program Year (1) by the Company without cause, or (2) by the participant for good reason, the participant will receive a payout of any award that has otherwise been earned and approved by the Committee, but prorated to reflect the period of the Program Year for which the participant was employed.

Absence from active employment during the Program Year on account of disability or approved unpaid leave of absence will not disqualify the participant from receiving a payout of any award that has otherwise been earned and approved by the Committee.

Similarly, if termination of employment occurs during the Program Year due to death, the participant will receive a payout of any award that has otherwise been earned and approved by the Committee.

The word “ cause ” means participant’s (a) willful and continued failure to follow the Company’s reasonable direction or to perform any duties reasonably required of participant (other than any such failure resulting from his disability or from termination by participant for good reason, if applicable), after written demand for substantial performance is delivered to participant specifying in reasonable detail the manner in which participant has not performed, and participant has not remedied such failure within 30 days after notice thereof, (b) material violation of, or failure to act upon or report known or suspected violations of, the Company’s Guidelines for Business Conduct, as amended from time to time, (c) conviction of, or a plea of nolo contendere with respect to, any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with participant’s employment, (e) material breach of participant’s employment agreement which, if capable of remedy, continues for a period of 30 days without remedy thereof by participant after notice thereof, or two or more such breaches in any two month period, or (f) one or more instances of willful misconduct or gross negligence that, individually or in the aggregate, is materially detrimental to the Company’s interests.

The word “ good reason ” shall have the meaning set forth in the participant’s employment agreement with Lippert Components, Inc.

The word “ disability ” means the participant’s active service has been terminated as a result of physical or mental disability that renders the participant incapable of performing the essential functions of the participant’s job, with or without reasonable accommodation, and which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined in good faith by the Company.

In all cases, eligibility for any earned payout is based upon the employee’s being employed during the Program Year in an eligible classification.

Any approved Program payout to or on behalf of a participant who was terminated by the Company without cause during the Program Year or who terminated employment during the Program Year for good reason or on account of disability or death, or who is absent from active service on account of disability or an approved unpaid leave of absence, will be paid at the same time as payment is made to active employees whose employment with the Company has continued. In the event of a participant’s death, any approved Program payout will be distributed at such time in a lump sum to the participant’s estate. In order to receive any approved Program payout following termination by the Company without cause or by the participant for good reason, or on account of disability, the participant must timely sign and not revoke a separation agreement and release of claims in a form acceptable to and determined by the Company in its sole discretion.

Program Performance Measures

The Program design includes financial measures that are approved by the Committee, provided that with respect to any Program payout that is intended to constitute performance-based compensation for purposes of Internal Revenue Code Section 162(m), such measures shall be approved in the first ninety (90) days of the Program Year. Measurement performance levels will be monitored throughout the Program Year. Following the end of the Program Year, results will be presented to the Company’s Chief Executive Officer (“ CEO ”) and Committee for approval. The performance

measures can be specific to an individual or apply to a group, and may include operational and/or financial measures as approved by the Committee. Weightings can vary by eligible executive as approved by the Committee.

The following provides a general description of each of the financial performance measures for the Program Year. Measures reflect operations of the Company and will apply to one or more Program participants. The Committee may at any time exercise negative discretion to adjust the performance measures (or any amount payable upon satisfaction of one or more performance measures) to reflect the effects of extraordinary items, non-recurring items, or any other items that the Committee feels should be considered in determining performance results if the result is to reduce the amount payable relative to the performance measures as originally approved.

Financial Measures

Return on Invested Capital or “ ROIC ” shall mean for purposes of the Program: Operating Profit/Average Invested Capital, where

Operating Profit is the Company’s fiscal year consolidated operating profit, as detailed in the Company’s financial statements filed with the U.S Securities and Exchange Commission (“ SEC ”); and

Average Invested Capital is the average of the prior year end and current year quarterly (Total Stockholders Equity + Indebtedness) - (Cash, Cash Equivalents and Short-Term Investments), where:

Total Stockholders’ Equity is the Company’s total stockholders’ equity as of the particular measurement date, as detailed in the Company’s financial statements filed with the SEC;

Indebtedness is the Company’s indebtedness as of the particular measurement date, as detailed in the Company’s financial statements filed with the SEC; and

Cash, Cash Equivalents and Short-Term Investments is the sum of the cash, cash equivalents and short-term investments as of the particular measurement date, as detailed in the Company’s financial statements filed with the SEC.

Attrition Reduction shall mean for purposes of the Program: the decrease, if any, in the Company’s rate of employee attrition for the Program Year compared to the Company’s rate of employee attrition for the immediately preceding fiscal year. Reduction in the rate of employee attrition is a strategic business goal for the Company for fiscal year 2017. As a point of reference, the Company’s rate of employee attrition for the fiscal year ended December 31, 2016 was 63.72%.

Adjustments

Notwithstanding the above definitions, the following adjustments shall be taken into account in the calculation of ROIC for determining final payouts under the Program:

The effects of:

(a)      accretion expense;

(b)      goodwill impairment;

(c)      charges for reorganizing and restructuring;

(d)      charges from asset write-downs;

provided that, for each of the items (a) through (g), the Company shall have identified that it anticipates it will reflect such adjustments for investors in its audited financial statements (including footnotes), its earnings release, or in its management discussion and analysis section of the Company’s Form 10-K for fiscal year 2017.

Payout Governor

Notwithstanding anything to the contrary, no payout will be made under the Program if the annual LCII ROIC (as defined above) for 2017 does not exceed the threshold requirement established by the Committee. This is referred to as the Overall Threshold Requirement. If the Overall Threshold Requirement is not exceeded, there will be no payout under the Program.

Program Payouts

Following the close of the Program Year and after the audited financial results are available, the Committee will meet and certify the extent to which the performance measures have been satisfied (including application of the payout governor) and will authorize Program payouts. Payouts, less tax withholdings and other required or authorized deductions, will be paid no later than March 15, 2018.

An employee who during the Program Year changes employment status from one eligible status to another eligible status, other than a change that the Company determines to be a short-term or temporary assignment that does not represent a long-term change in the employee’s regular role, will be subject, with respect to employment on or after the date the change in employment status is reflected in the Company’s books and records (“ Change in Status Date ”), to the Program Tier 1 Sharing %, Tier 2 Sharing %, and Tier 3 Sharing % (collectively, “ Sharing Percentages ”) and/or incentive measures applicable to the employment status into which the employee has transferred. Any payout applicable to eligible employment during the Program Year prior to the Change in Status Date will be based upon the employee’s Sharing Percentages and/or incentive measures applicable to the employee prior to the Change in Status Date. Any payment applicable to eligible employment during the Program Year but on or after the Change in Status Date will be based upon the employee’s Sharing Percentages and/or incentive measures applicable to the employee on or after the Change in Status Date. Short-term or temporary assignments (as determined by the Company) will not change the incentive plan or level that an employee is assigned to. The employee will remain in his or her regular role for payout calculation purposes.

Any Program payout is subject to any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable law, regulation, or listing standard that requires the Company to recoup or claw back compensation paid pursuant to the Program.

Note : Internal Revenue Code Section 162(m) limits the tax deduction for compensation paid to a “covered executive” to $1,000,000 unless certain requirements are met. In order for compensation in excess of $1,000,000 to be deductible by the Company, that compensation must satisfy the requirements to be treated as qualified performance-based compensation under Section 162(m). With respect to any payout opportunity that is made to a “covered executive” and that is intended to constitute qualified performance-based compensation for purposes of Section 162(m), those requirements include, without limitation, (1) a requirement that the Program be administered by the Committee which consists entirely of outside directors, (2) a requirement that compensation in excess of $1,000,000 must be based upon the attainment of objective performance goals approved by shareholders, and (3) a requirement that the objective performance goals and measures be established no later than ninety (90) days following the beginning of the performance period, and that such objective formula or standard preclude discretion to increase the amount of compensation due upon attainment of the goal. The Committee may always exercise “negative discretion,” i.e., discretion that reduces or eliminates a payout from the amount that would otherwise be payable in the absence of Committee discretion.

Relationship to Other Company Plans

Employees who participate in another short-term incentive plan (other than a plan that compensates the employee on a commission basis) are not eligible to participate in this Program until the time their participation in the other short-term incentive plan terminates.

Rights of Participants and Forfeiture

Nothing in this Program shall:

the employee otherwise satisfies the eligibility requirements of the Program, and the Committee has authorized the payment of a payout to the employee.

No right or interest of any employee in the Program shall, prior to actual payment or distribution to the employee, be assignable or transferable in whole or in part, either voluntarily or by operation of law or otherwise, or be subject to payment of debts of any employee by execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other manner.

Notwithstanding any provision of this Program to the contrary, no Program payout shall be made to any participant if he or she has engaged in any “detrimental activity” (as hereinafter defined) at any time prior to or during the six months after the Program payout has been delivered to him or her. In such event, the entire Program payout may be rescinded by the Company within one (1) year after the Company becomes aware of such detrimental activity, and the Company shall notify the participant in writing of any such rescission within such one-year period. Within ten (10) days after receiving such notice of rescission, the participant shall pay to the Company the entire amount of the Program payout previously paid to him or her, in such manner and on such terms and conditions as may be required by the Company, including, without limitation, payment in cash and/or by returning to the Company the number of shares of stock that the participant received under the Program.

The word “ detrimental activity ” means (i) the unauthorized rendering of services for any organization or engaging, directly or indirectly, in any business which is competitive with the business of the Company; (ii) the disclosure to any person or entity outside the Company, or use in other than the Company’s business, without prior written authorization from the Company, of any “confidential information,” as hereinafter defined or material relating to the business of the Company; (iii) activity that results in termination of the participant’s employment by the Company for cause; or (iv) any other conduct or act reasonably determined by the Company to be injurious, detrimental or prejudicial to any interest of the Company.

The words “ confidential information ” include any business, financial and other sensitive, confidential, proprietary and trade secret information which is of unique value to the Company. Examples of confidential information include: inventions, improvements and designs; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models and databases; analytical models; human resources strategies; customer lists and information; and supplier and vendor lists and other information which is not generally available to the public.

Administration

The Committee is responsible for the establishment of the Program, and the Committee (or the LCII Board of Directors) has the right to amend or terminate the Program at any time, as it deems appropriate. Further, the Committee is authorized to: (1) interpret and apply the Program’s terms and conditions; (2) determine who will participate in the Program and the level of participation; (3) approve the performance measures that are applicable to a “covered executive’s” participation; and (4) approve payments for participants covered by the Program. The Committee will report to the Board substantive actions taken.

Any authority granted to the Committee may also be exercised by the Board, except to the extent that the grant or exercise of such authority would cause any payout that is intended to be qualified performance-based compensation for purposes of Internal Revenue Code Section 162(m) to cease to qualify for exemption under such section. To the extent that any permitted action taken by the Board conflicts with any action taken by the Committee, the Board action shall control.

This Program shall not be terminated, voluntarily or involuntarily, by the liquidation or dissolution of LCII or by the merger or consolidation of LCII with or into another corporation. Any successor to LCII will be deemed to be the Company under this Program.

This Program is intended to satisfy the performance-based compensation exception of Section 162(m), and all provisions contained herein shall be construed and interpreted in a manner to so comply. If any provision of this Program, or any portion thereof, shall be held to be illegal, invalid, or unenforceable, the remainder of the Program or such provision shall not thereby be affected and shall be given full force and effect, without regard to the invalid portion.

To the extent that the Overall Threshold is achieved or exceeded, the “ Bonus Payment ” for the CEO and President shall equal a multiple of base salary for the Program Year, as set forth in the table above. When ROIC performance is between inflection points set forth above, linear interpolation will be used to determine cash bonus payouts. Once the Bonus Payment is determined, if any, the Bonus Payment shall be paid out in cash.

ROIC Goals for Program Year (Other Participants)

To the extent that the Overall Threshold is exceeded, the “ Bonus Payment ” for each eligible Participant shall equal:

With respect to the Participants listed below, once the Bonus Payment is determined, if any, the Bonus Payment shall be paid out in cash.

Participants and Sharing Percentages

Attrition Reduction Goals for Program Year (Executive Officers)

With respect to the Participants listed below, once the Bonus Payment is determined, if any, the Bonus Payment shall be paid out in cash; provided , however , up to 10% of the Bonus Payment shall be subject to the additional performance goal(s) set forth below and shall be paid only if the additional performance goal(s) set forth below is(are) also achieved in 2017:

Participants Subject to Attrition Goal

LCI INDUSTRIES

SECOND AMENDED AND RESTATED

EXECUTIVE NONQUALIFIED DEFERRED COMPENSATION PLAN

RECITALS

This Second Amended and Restated Execut i ve Nonqualified D e ferred Compensation Plan (the " Plan") is adopted by LCI Industries (the "Emp l oyer"), a corporation organized and existing under the la ws of the State of Delaware. The Employer is amend i ng and restating the Plan to: (i) reflect cer t ain design changes to th e Plan; (ii) continue to provide for th e Plan's documentary compliance with the requirements of U.S. Internal Revenue Code Section 409A ("Section 409A"); and (iii) otherwise m eet current needs. The purpose of the Plan is to offer selec t ed Eligible Employees an opportunity to e l ect to defer a portion of th eir Base Sa l ary and/or Bonus Compensation on a t ax-deferred basis .

This Plan replaces and s uper sedes th e Executive Nonqualified Deferred Compensation Plan agreement previously entered into between the Employer and certain Eligib l e Emp lo yees on December 1, 200 6, as amended and restated on December 1, 2008, and subsequent l y amended on January 2 , 2009 (collectively, the "Pr ior Plan") . Nothing in this amendment and restatement should be co nstrued as changing the time and form of payment of the Prior Plan terms. From and after the Effec ti ve Date of this amendme nt and restatement , all entitlement to benefits und e r the Prior Plan and this Plan shall be determined sole l y in accordance with the terms of thi s Plan , as amended from time to time in accordance w ith Article 8.

The Employer intends this Plan sha ll at a ll time s be administe r ed and interpreted in such a manner as to constitu t e an unfunded nonqualified deferred co mp e nsa tion arrangement, maintained primarily t o provide supplementa l retirement benefits for members of a select group of management or highly compensa t ed employees of the Company, as provided under Sect ion s 201(2), 301(a)(3) and 401(a)(l) of the Emp lo yee Retirement Income Security Act of 1974 ("ERISA") , as amended.

The Plan is intended to comply in form and operation with all applicable law , including, to the extent applicable, th e requirements of U.S. Internal Revenue Code Section 409A ("Section 409A") and will be administered , operated and construed in accordance w ith this intention.

Accordingly , this amendment and restatement is adopted as of March 15, 2017.

ARTICLE 1

Definitions

The words and phrases defined in this Article shall have the meaning set out in the definition, unless the context in which th e word or phrase appears reasonably requires a broader , narrower or diff e rent meaning.

1. "Account" shall mean all bookke e ping accounts pertaining to a Participant which are maintained b y the Plan Administrator or Plan recordkeeper to reflect the Employer 's obligation to the Participant under the Plan ,

including a Separation from Service Account and Scheduled Withdrawal Accounts. To the extent that it is considered necessary or appropriate to reflect the entire interest of the Participant under the Plan, the Plan Admin istr ator or Plan recordkeeper shall maintain additional subaccounts. The Account an d any su baccount s shall be used so lel y as a device to measure and determine the a mount s, if any, to be p aid to a Participant or a Beneficiary under the Plan.

2. "Affiliate" shall mean any business entity other than the Employer that i s a member of a co ntrolled group of corporations, within the meaning of Section 414(b) of the Code, of which such Employer is a m e mber ; any other trade or business (whether or not incorporat e d) under common control, within th e meaning of Section 414(c) of the Code.

3. "Base Salary" shall mean a Participant 's base annual sa lar y excl uding incentive and discretionar y bonuses and other non-regular forms of compensation , before reductions for contributions to or deferrals und er any p e nsion , deferr ed compensation or benefit plans s ponsored by the Employer.

4. "Beneficiary" or "Beneficiaries" s hall mean one or more persons, trust s, estates or other entities, designated b y a Participant in accordance with the Plan, that are entitled to receive ben e fits under the Plan upon the death of a Participant.

5. "Beneficiary Designation Form" shall mean th e form established from tim e to time by the Plan Administrator that a Participant comp letes , signs, and returns to the Plan Administrator to designate one or mor e Beneficiaries.

6. "Bonus Compensation" shall mean amounts paid to a Participant by the Employer annually in the form of discretionary or incentive compensation or any other bonus designated by the Employer before reductions for contributions to or deferrals under any pension, deferred compensation or benefit plans sponsored by the Employer.

7. "Change in Control" shall mean a change in ownership or effective control of the Employer or a change in the ownership of a substantial portion of the assets of the Employer, within the meaning of Internal Revenue Code Section 409A and as described in Treasury Regulations §§l.409A-3(i)(5)(v), (vi) and (vii).

8. "Claimant" shall mean a Participant or a Beneficiary who believ es that he or she is entitled to a benefit under this Plan or being denied a benefit to which h e or she is entitled hereunder.

9. "Code" shall mean the U.S. Int erna l Revenue Code of 1986 , as amended, or any successor statue, and the Treasury Regulations and other authoritative guidance issued thereunder.

10. "Deemed Investment" shall mean the notional conversion of the balance held in a Participant's Account(s) into shares or units of th e Deemed Investm e nt Options that are used as measuring devices for determining the value of a Participant 's Account(s).

11. "Deemed Investment Options" shall mean the hypothetical securities or other investments described unde r Section 5.1 from which the Plan Administrator may select to be u se d as measuring devices to determine the D ee med Investment gains or losses of the Participant' s Account(s). A Participant s hall have no r eal or beneficial ownership in the security or other investm ent represented b y the Deemed Inve s tment Options.

12. "Deferral Amount" shall mean that portion of a Participant's Base Salary and/or Bonus Compensation that a Participant elects to defer for any Plan Year or Performance Period.

13. "Deferral Election" shall mean an election by an Eligible Employee on a Election Form approved by the Plan Administrator (in a paper or electronic format) to defer a portion of his or h er Base Salary and/or Bonus

Compensation in accordance with the provisions of Article 3.

14. "Disability" or "Disabled" shall be defined as a condition of a Participant whereby he or she either: (i) is unable to engage in any substantial gainful activity b y r easo n of any medically determinable ph ysica l or mental impairment that can be expected to result in de a th or can b e expected to last for a co ntinuou s period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable ph ysica l or mental impairment

that can be expected to result in death or can be expected to l ast for a co nt i nuou s period of not l ess than twe l ve (12) months, receiving in come replacement benefits fo r a period of n o t l ess than three (3) months und er an accident a nd h ea lth p l an covering employees of the E mplo yer. A Participa nt s h a ll b e dee m e d Disab l ed if th e Socia l Securi t y Administ r a tion h as dete rmin ed him or her to b e tot ally disabled. Additionally, a Participant wi ll be deemed Disa bl ed if determined t o be disabled in accordance wit h a d i sa bilit y insurance program, provid ed that th e definition of disability applie d under suc h p rogra m co mpli es w ith Code Section 409A. Upon th e request of the Plan Administrator, the Participant must submi t proof to the Plan Administrator of th e Social Sec urity Administration's or provider's determination.

15. "Effective Date" sha ll mean J a nua ry 1, 2017 for thi s ame ndm en t an d restatement, but s hall mean December 1 , 2006 fo r th e commencement of the Plan.

16. "Election Form" sha ll mean th e form or forms es t ablished from tim e t o tim e by the Plan Admin i s tr a t or (in a paper or elec troni c format) on w hi ch the Participant makes ce rt ain designations as required under the t erms of this Plan.

17. "Eli gibility Date" sha ll mean the date designated b y the Plan Ad mini stra t or on w hich an E li g ibl e Emp l oyee s h a ll b ecome eligible to participate in th e Plan.

18. "E ligible Employee" s h a ll mean an E mplo yee who is se l ec ted by the Employer to participate in the Plan. Participation in th e Plan is limited to a se l ect gro up o f the Emp lo yer' s k ey management or highly com p e n sa t ed employees.

19. "Employee" sha ll me an an individu a l who provides serv i ces to th e Employer in th e capacity of a common l aw Employee of th e Compa n y .

20. "Employer" s hall m ean LCI Industries , a nd it s s u ccessors and as signs, unle ss otherwise provided in thi s Plan, or any other co r po ration or business organization w hi c h , with the consent of LCI Industries , or it s s u ccesso r s or ass i gns, assumes th e Emp lo yer's obligations und er th is Plan, or any Affiliate which agrees, wi th the conse nt of LCI Industries , or its s ucc essors or assigns, to be co m e a party to the Plan.

t o t ime.

22. "Participant" s hall m ean eac h Eligible Emp lo yee who has met the requirements of participation under Ar ticl e 2 and w h o participates in th e Plan i n accordance with th e t e rms and conditions of t h e P l a n.

23. "Participation Agreement" sha ll mean th e LCI Industries Execu t ive No nqu a lified Deferred Co mp ensa tion Plan Participation Agreement bet ween th e Eligib l e E mpl oyee and Emp lo yer w hich sets forth th e

t er m s and cond ition s of participation in the Plan a nd th e p ar ti cu l ars of th e Participant's benefits to which a Participant or Participant's Beneficiary become ent itl ed under th e Plan .

24. "Perfo rmance-Based Compensation" shall m ean that portion of a Participant' s Bonus Compe n sation, the a m ount of w hich or the e ntitl e m ent to w hi c h , i s con tin gent on the sa tis faction of p re -e s tabli s h ed organizational or individual performance cri t eria re latin g to a Performance Period of at l eas t twel ve (12) co n sec uti ve months an d which qualifies as " p erformance -ba se d co mp ensa tion " und er Sec tion 409A. Performance cr it er i a s hall be es t a blish ed in w r i tin g n ot later th a n ninety (90) d ays after t h e co mm ence m ent of th e perio d of service to w hich the c riteri a relate; provided th at the outcome is s ub s tanti a ll y un cer t a in at th e time the criteria a r e es tablish ed . Performance-Based Compensation does not includ e any amount or portion of any amount th a t will b e paid regardless of performance or i s based upon a l evel of pe rfo rma nc e th a t is substa nti a ll y ce rt ai n to be met at the time the crite ri a are es t a bli shed.

25. "Performance Period" shall mean, with respect to any Bonus Compensation, the period of time over which such Bonus Compensation is earned.

26. "Plan" shall mean this Second Amended and Restated Executive Nonqualified Deferred Compensation Plan, as evidenced by this instrument , Participation Agreements, Election Forms, and any other applicable forms, as amended from time to time. For purposes of Section 409A, this Plan shall be considered an elective account balance plan as defined in Treasury Regulation §l.409A-l(c)(2)(i)(A), or as otherwise provided by the Code.

27. "Plan Administrator" shall mean be a group consisting of the CEO, CFO and the Chief Legal Officer of the Employer and their designees. A Participant in the Plan may not serve as a singular Plan Administrator. If a Participant is part of a group of persons designated as a committee or Plan Administrator, then the Participant may not participate in any activity or decision relating solely to his or her individual benefits under this Plan. Matters solely affecting the applicable Participant will be resolved by the remaining Plan Administrator members.

29. "Scheduled Withdrawal Account" shall mean for each Plan Year: (i) the sum of a Participant's Deferral Amounts for any Plan Year or Performance Period that may be allocated, in whole or in part, by the Participant pursuant to his or her Deferral Election to a Scheduled Withdrawal Account, plus (ii) Deemed Investment gains or losses thereon less (iii) all distributions made to the Participant or his or her Beneficiary, and tax withholding amounts which may have been deducted (if any) from the Participant's Scheduled Withdrawal Account.

30. "Section 409A" shall mean Internal Revenue Code Section 409A and the Treasury Regulations or other authoritative guidance issued thereunder.

31. "Separation from Service" or "Separates from Service" shall mean a Participant's termination of active employment, whether voluntary or involuntary (other than by death or Disability), with the Employer and any Affiliate, within the meaning of Treasury Regulation §l.409A-l(h). The Plan Administrator will determine whether the Participant has terminated active employment (and incurred a Separation From Service) based upon

facts and circumstances as described in Treasury Regulation §1.409A-l(h)(l)(ii). A Participant incurs a Separation From Service if the Employer and the Participant reasonably anticipate the Participant will not perform any additional services after a certain date or that the level of bona fide services (as an Employee or independent contractor) will permanently decrease to no more than twenty (20%) percent of the average level of bona fide services performed over the immediately preceding 36-month period. A Participant does not incur a Separation From Service while on a bona fide leave of absence of not more than six (6) months or if longer, so long as the Participant has a legal right to re-employment, as described in Treasury Regulation §l.409A-l(h)(l)(i).

32. "Separation from Service Account" shall mean for each Plan Year: (i) the sum of a Participant' s Deferral Amount that shall be allocated, in whole or in part, by the Participant, in accordance with h i s or her Deferral Elect i on, to the Separation from Service Account, plus (ii) Deemed Investment gains or losses thereon, less (iii) all distributions made to the Participant or his or her Beneficiary, and tax withholding amounts deducted (if any) from the Participant's Separation from Service Account.

33. "Specified Employee" shall mean a Participant meets the definition of a "key employee" as such term is defined in Code Section 416(i)(l)(A)(i), (ii) or (iii) (without regard to the Treasury Regulations thereunder and Section 416(i)(5)) . However, a Participant is not a Specified Employee unless any stock of the Employer is publicly traded on an established securities market or otherwise, as defined in Treasury Regulation §1.897-l(m). If the Participant is a key employee at any time during the twelve (12) months ending on December 31, the identification date, the Participant is a Specified Employee for the twelve (12) month period ending on the first day

4

of the fourth month following the identification dat e. The d eterm ination of a Participant as a Specified Employee sha ll be made by the P l a n Administrator in accordance wit h Code Sec tion 416(i) and th e "specifie d employee" requirements of Section 409A.

34. "Specified Time" s hall mean, w ith respect to a Schedu l e d Withdr awa l Account, the date on w h ic h th e Sc h e dul ed Withdrawal Acco unt s h a ll be paid to th e Participant.

35. "Treasury Regulation" or "Tr easury Regulations" s hall m ea n regu l a tion s p rom ul gated by th e Int ernal Revenue Serv i ce for th e U.S. Department o f th e Treasury, as they m ay b e ame nded from time to tim e.

P l an.

37. "Unfo r eseeable Emergency" s h a ll m ean: (i) a severe financial hard s hip to a Par ticipant resulting fro m an illness or accident of th e Participant , th e Participant's spouse, th e Participant' s Beneficiary, or th e Participant's d epe nd en ts (as defined in Co d e Section 152 (w ithout regard to Code Sec ti ons 152(b)(l), (b)(2), and (d)(l)(B)); (ii) lo ss of the Participant's prop er t y du e to cas u a lt y; or (iii) other similar extraordinary and unfo reseea bl e c ir cu m s tanc es ar i s in g as a res ult of even t s beyond the control of th e Participant. The Plan A dm i ni stra tor will determine whether a Participant in c u rs an Unforeseeable Eme r gency b ase d on the r e l eva nt fa c t s a nd circumstances and in accordance wi th Treasury Regulations §1.409A-3(i)(3).

38. "Valuation Date" shall m ea n the date the Acco unt is to be va lu e d for purposes of providin g benefits und er th e t e rms of the Plan. The Valuation Date s h a ll be the eve nt dat e trigg eri ng payment of the Account under the terms of the Plan. The Va luation Date shall b e int e rp reted as eac h d ay a t the close of bu si ne ss of th e New York S t ock Exc han ge (curre ntl y 4:00 p.m . Eastern T im e), on days that the New York Stock Exc h a ng e is open for tr ad in g or any other d ay on which th e r e is s uffi cien t tra din g in securit i es of the applicable fund to materially affec t the unit value of th e fu nd and th e corres p o nding unit value of th e Participant's Deemed Investment Option(s).

ARTICLE 2

E ligibility and Participation

1. Requirements for Participation . Every Eligible E mplo yee se le c t e d b y the E mploy e r on the Effec ti ve Date s h a ll b e eligible to b ecome a Participant on th e Effect i ve Date. Before th e beginning of eac h Plan Year, or s u c h other time s as determined b y the E mplo yer, the E mplo yer s h a ll se l ect those E mplo yees who s h a ll be Eligible Employees for s u c h Plan Year.

2. Election to Participate; Benefits of Participation. Eac h Eligible Em pl oyee may b ecome a Participant in th e Plan b y exec utin g and s ubmittin g to the Plan Administrator, a Participation Agreement, Deferral E l ect ion , a Beneficiary D esigna tion Form, an d a n y other Elect ion Form wi thin the time period s pe cified b y the Plan Adm ini stra t o r and Sect i o n 409A. If an E li g ible E mpl oyee fa ils to meet all require m e nt s co nt a in ed in this Section 2.2 wi thin th e period required, that Eligible Emp lo yee s hall not be entitled to participate in th e P lan during such Plan Ye ar. In addi ti o n , the Plan Administrator may es t a bli s h from time to time s u c h other enro llm en t requirements as it de t e rmin es in its sole discretion are nec essary or d es ir a bl e .

3. Re-employment. The re-employment o f a form er Part i ci p an t b y the E mplo yer s hall not e ntitl e such individ u al t o become a Participant h ere und er. Such individual sha ll n o t b eco m e a Participant until the indi v idu a l is again d esig n ated as a n E li gi ble Employee in acco rd ance with Section 2 .1. If a Participant who has exper ienc ed a Separation fr o m Se r vice pursuant t o Section 7.2( b ) i s receiving installment distributi ons and i s re-employed b y th e Employer, distributions du e t o the Participant s hall not b e suspended.

Ceasing to be an Eligible Employee. The Pl an A dministrator ma y rem ove an E li gi bl e Employee from further acti ve participation in the Plan a t its dis cretion. If th is o cc ur s, the Participant s h a ll be prevente d from making Participant Deferral Elections for subsequent Plan Years or Performance Periods. Any existing Deferral Election shall continue in effect for the remainder of the Plan Year or Performance Period and may only be cancelled in accordance with Section 3.S(b) hereof.

4. Termination of Participation. A Participant will cease to be a Participant as of the date on which his or her entire Account balance has been distributed or forfeited.

ARTICLE 3

Participant Elective Deferrals

1. Establishment and Maintenance of Participant Account(s). The Plan Administrator shall establish and maintain a Deferral Account and a separate Scheduled Withdrawal Account for each Plan Year (if applicable) i n the name of eac h Participant.

2. Minimum and Maximum Deferral Limits. For each Plan Year and/or Performance Period (as applicable), a Participant may make an election to defer receipt of his or her Base Salary and/or Bonus Compensation and shall specify the percentage of Base Salary and/or Bonus Compensation to be deferred subject to the minimums or maximums (if any) established by the Plan Administrator and communicated to the Participant on the Participant Election Form.

(a) Application. This Section 3.3 applies to each Eligible Employee who first becomes eligible to participate in the Plan. The Plan Administrator shall determine (in accordance with Treasury Regulation

§1.409A-2(a)(7)(ii)) the date upon which a Participant who ceased being eligible to participate in the Plan, can again become eligible to participate in the Plan.

(b) Deferral Election. An Eligible Employee described in Section 3.3(a) may elect to defer receipt of Base Salary earned during such Plan Year or his or her Bonus Compensation earned during a Performance Period that commences in s uch Plan Year by filing a Deferral Election with the Plan Administrator in accordance with the following rules:

(i) Timing; Irrevocability. The Deferral Election must be filed with the Plan Administrator by , and shall become irrevocabl e as of, the thirtieth (30 1") day following the Participant's Eligibility Date (or such earlier date as specified by the Plan Administrator).

(ii) Base Salary. The Deferral Election shall only apply to Base Salary earned during such calendar year beginning with the first payroll period that begins immediately after the date the Deferral Election becomes irrevocable. Base Salary payable after the last day of a calendar year solely for services performed during the final payroll period , described in Section 3401(b) of the Code, containing December 31 of such year shall be treated as earned during the subsequent calendar year.

(iii) Bonus Compensation. Where a Deferral Election is filed in the first year of eligibility but after the commencement of the Performance Period, then, except as otherwise provided in Section 3.4 below, the Deferral Election shall only apply to that portion of Bonus Compensation earned for such Performan ce P eriod e qual to the total amount of the Bonus Compensation earned during such Performance Period multiplied by a fraction, the numerator of which is the number of days beginning on the day immediately after the date that the Deferral E l ec tion becomes irrevocable and ending on the last da y of the Performan ce Period, and the denominator of which is the total number of da ys in the Performance Period.

4. Annual Deferral Elections. Unless Section 3 . 3 applies, each Eligible Employee may e l ect to defer receipt of Base Salary for a Plan Year or his or her Bonus Compensation for a Performance Period, by filing a Deferra l Election with the Plan Administrator in accordance with the following rules:

(a) Base Salary. The Deferral Election with re spect to Base Salary must be filed with the Plan Administrator by , and shall become irrevocable following, December 31(or such earlier date as specified by the Plan Administrator on the Deferral Election ) of the calendar year next preceding the calendar year for which such amounts would otherwise be earned.

(b) Bonus Compensation. The Deferral Election with respect to Bonus Compensation must be filed with the Plan Administrator by , and s hall becom e irrevocable following, December 31 (or such earlier date as specified by the Plan Administrator on the Deferral E l ection) of the calendar year next preceding the first day of the Performance Period for which such Bonus Compensation would otherwise be earned. If the Employer has a fiscal year other than the ca l endar year, Bonus Compensation re l ating to services in the fiscal year of the Employer, of which no amount is paid or payabl e during the fiscal year, may be deferred at th e Participant's election if th e Deferral Election i s made not later than the close of the Employer's fiscal year next pr ece ding the first fiscal year in which the Participant p e rforms any services for which s uch Bonus Compensation is payable.

(i) Notwithstanding anything co ntained in this Section to the contrary, and only to the extent permitted by the Plan Administrator, the Deferral Election with respect to Bonus Compensation that constitutes P erfo rmance-Based Compensation, must be filed with the Plan Administrator by , and shall become irrevocable as of , the date that is six (6) months before the end of the applicable Performance Period (or such earlier date as s pecified by the Plan Administrator on the Deferral Election), provided that in no event may such Deferra l Election be filed after such Bonus Compensation has become "readily ascertainable" within the m eaning of Section 409A.

(ii) In order to make a Performance-Based Compensation Deferral Election, the Participant must pe rform services continuously from the later of the beginning of the Performance Period or the date the p e rformance criteria are es tablished through the date a Deferral Election becom es irr evoca ble.

(iii) A Performance-Based Compensat i on D e fe rra l Election shall not apply to any portion of the Performance-Based Compensation that is actually earned by a Participant regardless of satisfaction of the performance criteria.

(iv) To the extent permitt e d by the Plan Administrator, a newly Eligible Employee in his or her first year of eligibi l ity shall be p erm itted to make a Performance-Based Compensation Deferral Election provided that th e Eligible Employee satisfies all of the other requirements of thi s Section.

(a) Duration. Once irrevocable , a Deferral Election s hall only be effective for the Plan Year or Performance Period with respect to which such election was timely filed with the Plan Administrator. Except as provided in Section 3.S(b), a Deferral Election, once irrevocable, cannot be cancelled or altered during a Plan Year or Performance Period.

(i) The Plan Administrator may cancel a Participant ' s Deferral Election where such cancellation occurs by the later of: (a) the end of the Participant's taxable year, or (b) the fifteenth (15 1 h ) day of the third (3 'd ) month following the date the Participant incurs a "disability," in accordance with Treasury Regulation §1.409A-3G)(4)(xii). For purposes of this Section 3.S(b)(i), a disability refers to any medically determinable physical or mental impairment resulting in the Participant's inability to perform duties of his or her position or any substantially similar

position, wher e such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, in accordance with Treasury Regulation §l.409A- 3(i)(3).

(ii) If a Participant receives a payment due to an Unforeseeable Emergency or a hardship distribution pursuant to Treasury Regulation §l.401(k)-l(d)(3), the Plan Administrator shall cancel a Participant's Deferral Election for that Plan Year.

(iii) If a Participant' s Deferral Election is cancelled with respect to a particular calendar year or Performance Period, he or she may complete a new Deferral Election for a subsequent Plan Year or Performance Period , only in accordance with Section 3.4.

3.6 Withholding and Crediting of Deferral Amounts. For each Plan Year, the Base Salary portion of the Deferral Amount shall be withheld from eac h regularly scheduled payroll in approximately equal amounts, (or as otherwise specified by the Plan Administrator), as adjusted from time to time for increases and decreases in Base Salary (if the Participant Deferral with respect to Base Salary is expressed as a percentage). The Bonus Compensation portion of the Deferral Amount shall be withheld as soon as administratively feasible following the time the Bonus Compensation otherwise would be paid to the Participant, whether or not this occurs during the Plan Year or Performance Period as the case may be. Participant Deferral Amounts shal l be credited to the Participant Separation from Service Account and/or to a Scheduled Withdrawal Account as soon as administratively feasible following the time such amo unt s would otherwise have been paid to a Participant.

ARTICLE 4

Deemed Investment Gains or Losses

1. Deemed Investment Options. The Employer may invest all or a portion of any amounts credited to the Account(s) in mutual funds, stocks, bonds, securities, life insurance policy or policies on the life of the Participant, or any other asset that may be se l ected by the Employer, the "Deemed Investment Option(s)." Any such Deemed Investment Option shall be treated as an investment credited to the Participant's Account(s) and shall be adjusted to reflect charges and expenses, as determined by the Employer in its discretion that would have been incurred if the Account(s) had been invested in the Deemed Investment Option(s). Without limiting the foregoing, a Participant's Account(s) shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Plan Administrator or the Trust (if any). The Participant (or Beneficiary) shall at all times remain an unsecured creditor of the Employer. Any liability or obligation of the Employer to any Participant, former Participant, or Beneficiary with respect to a right to payment shall be based solely upon contractual obligations created by this Plan.

2. Participant's Allocation of Deemed Investment Options. Each Participant shall have the right to direct the Plan Administrator as to how the Participant' s Deferral Amounts shall be deemed to be invested among the Deemed Investment Options offered under the Plan , subject to any operating rules and procedures imposed by the Plan Administrator. As of each Valuation Date , the Participant's Account(s) will be credited or debited to reflect the performance of the Deemed Investment Options elected by the Participant. If a Deemed Investment Option selected by a Participant sustains a loss, the Participant's Account(s) shall be reduced to reflect such loss. If the

Participant fails to elect a Deemed Investment Option the Deemed Investment shall be based on an investment alternative selected for this purpose by th e Administrator. During payout, the Participant's Account(s) shall

continue to be credited with Deemed Investment gains or losses based on the Deem e d Investm e nt Options selected by the Participant and made available b y the Plan Administrator for such pu r po se .

3. Valuation of Account(s). Each Participant's Account(s) as of each Valuation Date s hall consist of the balance of th e Participant' s Account(s) as of the immediately preceding Valuation Date , plus the Participant' s Deferral Amounts that have be e n credited, plus D eeme d Investment gains or losses, minus the amount of an y distributions made and any applicable tax withheld since the immediately preceding Va lu ation Date .

4. No Required Investment of Employer Assets. Notwithstanding anything contained herein to the contrary, the Employer reserves the right to in ves t it s assets, including any assets that may have been set aside for the purpose of funding the benefits to be provided under the Plan , at its own discretion, and such assets sha ll remain the property of the Employer, or may be held in a Trust, as the case may be, subject to the claims of the general creditors of the Employer, and no Participant shall have any right to any portion of such assets other than as an uns ecure d general creditor of the Employer.

ARTICLE 5

Vesting / Taxes

1. Vesting. A Participant shall at all times be one hundred percent (100 %) vested in his or her Separation from Service Account(s), Scheduled Wi th drawal Account(s), and Deemed Investment gains or losses credited or debited th ereo n.

2. Taxes and Withholding. Deferral Amounts and Deemed Investment earnings thereon are subject to Federal Insuran ce Contribution Act (FICA) and Federal Unemployment Tax Act (FUTA) to the extent provided under applicable Code provisions, and benefits payable under the Plan are subject to all applicable federal, state, city, income, employment or other taxes as may be required to be withheld or paid. A Participant, however, shall be solely responsible for the paymen t of all tax liabilities relating to any such benefits.

ARTICLE 6

Payment of Benefits

1. Payments in General.

(a) Payment Events . A Participant (or, in the event of the death of the Participant, the Participant's designated Beneficiar y) shall be e ntitled to a benefit eq ual to the Participant's vested interest in the Account(s) upon the earliest to occur of the following events: (i ) the Participant' s Separation from Service; (ii) the Participant's Disability; (iii) th e Participant's death; or (iv) a Change in Control; and upon a Specified Time, to the extent the distribution event is applicable to the Account. A Participant may also be paid for an Unforeseeable Emergency.

(b) Source of Payments. The Emp l oyer will pay, from its general assets, the portion of any benefit payable pursuant to this Article 6 that is attributable to a Participant's Account, and all costs, charges and expenses relating thereto.

(c) Calculation of Installment Payments. In the eve nt that benefits are to be paid i n installments , the Account shall be calcu l ated as of the Valuation Date of the said event. Installment payments made af ter the first installment shall be paid on each applicable anniversary of the first installment until all required installments have been paid. The amount of each payment shall be determined by d i v idin g the value of a Participant's Account(s) immediately prior to such payment by the number of payments remaining to be paid. Any unpaid Account balance shall continue to be deemed to be invested pursuant to Article 4, in which case any deemed income, gains, los ses, or expenses shall b e

reflected in th e actual payments. The final installment s hall be equa l to the balance of the Account(s), calculated as of

the app li cab l e ann i versary .

(d) Lump Sum Minimum Threshold. Notwithstanding any provision hereof to the contrary, if the Account balance at the due date of the first ins t allment i s fift y thousand dollars ($50 , 000) or less, payment of th e Account(s) s h a ll be made instead in a si n g l e lum p sum and no installment payments shall be avai l able. Note: This minimum threshold shall not apply to Schedu l ed Withdrawal Account distributions.

(e) Subsequent Deferral E lections . If permitted by the Emp l oyer, a Participant may delay the time of a payment or c h ange the form of a payment as expressly provided under this Sec ti on 6.l(e) a nd Sec tion 409A (hereinaf t er, a "S ub seque nt Deferral E l ection") . No t withs t a nding the foregoing, a Subsequent Deferral Election cannot accelerate any payment. A Subsequen t Deferral Electio n which delays payment or c han ges the form of payment i s permitted only if all of th e following requirements are met:

(i) The S ubs e qu ent Deferral Election does not take effect until at l east twelve (12) months after the date on which the Subsequent Deferral Election is made and approved by the Plan Administrator;

(i) If the Subseq u e nt Deferral Elect i on relates to a payment ba se d on Separa tion from Service or at a Specified Time , th e Subsequent Deferral Elect io n must result in p ayme nt being deferred for a period of not less than five (5) years from the date the first amo un t was sc h edu l ed to be paid;

(ii) If th e Su b seque nt Deferral Election relates t o a payment a t a Specified Time, the Participant must make the Subsequent Deferral E l ec tion not l ess than twelve (12) m ont h s befo re the date the first amount was scheduled to be paid.

For purposes of app l y in g the S ub sequent Deferral Election requirements, ins t allme nt payments s h all be treated as a series of "se p ara t e payments." Any election made pursuant to this Sec ti on sha ll be made on s u c h Election Forms or electro nic media as i s required by the Plan Adm ini s t ra t or, in accordance w ith the rules estab li shed by the Plan Administrator and sha ll comp l y with a ll requirements of Section 409A. No t withstanding anything in this Section 6.l(e) or in this Plan to the contrary, the Plan shall recognize any permissible Participant elec tion s m ade on or before December 31, 2008, includin g c h anges to such elections with respect to th e tim e or form of payment of a pre-2009 Plan Year annual Deferral Amou nt, provided such e l ect ion s or changes were made in accordance with Notice 2007-86 or other app li cab l e g uid ance .

(a) Account Allo cation. Concurrent w ith any Deferral Election, a Participant may make an irrevocable elec ti on to a ll ocate a ll or a portion of his or her e l ected Deferral Amount to the Separation from Service Account and / or a Plan Year Sched uled Withdrawal Account. To the extent th a t a Participant does not designate the Account t o which Deferra l Amounts will be allocated, such amounts shall be allocate d and credited to the Participant' s Separation from Service Account.

(b) Scheduled Withdrawal Accounts. A Participant may designate, on any Deferral Elect i on that he or she d e livers t o the Plan Administrator in which deferrals of Base Salary and / or Bonus Compensa ti on are allocated to a Scheduled Withdrawal Account, the year in w hich payments will commence to be paid fro m that Scheduled Withdrawal Accoun t (t h e "Specified Time"). The Participant m ay elect to receive payment of a Scheduled Withdrawal Acco unt no earlier than the January of the second (2nd) Plan Year following the Plan Year of the deferral. (For example: If a Participant e l ects to a lloc ate 2017

Deferral Amounts into a Scheduled Withdrawal Account, the earliest date the Account could be distributed would be in January 2019). The Participant must also elect the form of payment for the applicable Plan Year Scheduled Withdrawal Account in a single lump sum, or in a number of annual installments over a period of three (3), five (5) or ten (10) years. To the extent that a Participant does not designate the form of payment or such designation is ambiguous or does not comply with the terms of the Plan , the Plan Year Scheduled Withdrawal Account shall be paid in a single lump sum.

(c) Event Based Accounts. A Participant shall make an election as to the form of payment

for payment events detailed in Section 7.3 concurrent with his or her acceptance to participate in the Plan and before the beginning of the period for which the right to the deferred compensation arises. To the extent that a Participant does not designate the form of payment or such designation does not comply with the terms of the Plan, the Accounts shall be paid in a single lump sum.

(i) For Plan Years 2006 through 2016. For events detailed in Article 6, a Participant's Separation from Service Account(s) in Plan Years 2006 through 2016 will be paid in accordance with Participants ' already filed Deferral Election Forms.

(ii) For Plan Years 2017 and Beyond. For events detailed in Article 6 , a Participant's Deferral Amounts contributed in Plan Year 2017, and for all subsequent Plan Years, concurrent with each annual Deferral Election, a Participant shall elect the form of payment for the applicable Plan Year Separation from Service Account in a single lump sum, or in a number of annual installments over a period of three (3), five (5) or ten (10) years. To the extent that a Participant does not designate the form of payment or such designation is ambiguous or does not comply with the terms of the Plan, the Plan Year Separation from Service Account shall be paid in a single lump sum.

3. Separation from Service Benefit. In the event that a Participant Separates from Service (other than for death), the Employer shall pay the Participant's Account balance , calculated as of the Valuation Date, in the form elected pursuant to his or he r Deferral Election and Section 6.2. Payment shall be made or commence on the ninetieth (90 t h) day following the Participant's Separation from Service.

4. Disability Benefit. In the event that a Participant is determined to be Disabled, the Employer shall pa y the Participant's Account balance, as of the Valuation Date , in the form elected pursuant to his or her Deferral Election and Section 6.2. Payment shall be made or commence on the ninetieth (90t h ) day following the Participant's Disability determination.

5. Change in Control Benefit. In the event of a Change in Control, the Employer shall pay the Participant's Account balance , as of the Valuation Date, in the form elected pursuant to his or her Deferral Election and Section 6.2 . Payment shall be made or commence on the ninetieth (90 t h) day following the date of the Change in Control.

(a) Death While Employed. In the event of a Participant's death while actively employed with the Employer, the Employer shall pay the Participant's Account balance, calculated as of the Valuation Date , to the Participant's designated Beneficiary in the form elected pursuant to his or her Deferral Election and Section 6.2. Payment shall be made or commence on the ninetieth (90t h ) day following the Participant's Disability determination.

(b) Death During Installments. In the event of a Participant's death at any time after installment payments (if any) have commenced under this Plan, the Employer shall pay any remaining

installments to the Participant's Beneficia r y in a single lump sum on the ninetieth (90t h ) day following the Participant's date of death.

7. Payment at a Specified Time. A Participant shall be paid the vested balance of a Scheduled Withdrawal Account(s) on the sixti e th (60t h ) day following the Specified Time and in the form of pa y ment elected b y the Participant pursuant to his or her Deferral Election.

8. Payment Due to an Unforeseeable Emergency. A Parti c ipant shall have the right to request, on a form provided b y the Plan Admini s trator, a payment of all or a portion of his or her Account balance in a lump sum payment due to an Unforeseeable Emergency. The Plan Administrator shall have the sole discretion to determine, in accordance with the standards under Section 409A , whether to grant such a request and the amount to be paid pursuant to such request.

(a) Determination of Unforeseeable Emergency . Whether a Parti c ipant is faced with an Unforeseeable Em e rgency permitting a lump sum payment is to be determined based on the relevant facts and circumstances of each case, but, in any case, a payment on account of an Unforeseeable Emergency may not be made to the extent that such emergenc y is or may be relieved through reimbursement or compensation from insurance or otherwi s e , by liquidation of the Participant's assets, to the e x tent the liquidation of such assets would not cause severe financial hardship , or by cessation of deferrals under the Plan. Payments because of an Unforeseeable Emergency must be limited to th e amount reasonably necessary to satisfy the emergency need (which ma y include amounts n e cessary to pay any Federal, state , local, or foreign income taxes or penalties reasonably anticipated to result from the payment).

(b) Payment of Account. Payment shall be made within thirty (30) days following the determination by the Plan Administrator that a payment will be permitted und e r this Section 6.8.

9. Acceleration of Payments. Except as specifically permitted herein or in other Sections of this Plan, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated hereunder by the Employer, in its s ole discretion (without any direct or indirect election on the part of any Participant), in accordance with the provisions of Treasury Regulation §l.409A-3U)(4) and any subsequent guidance issued by the United States Treasury Department.

10. Restrictions on Time of Payment. Solely to the extent necessary to avoid penalties under Section 409A , if, pursuant to Section 409A , a Participant is considered a Specified Employ e e , any payments to be made for the first six (6) months following the Participant's Sepa r ation from Servic e (other than for death) under this Article 6 shall be withheld and shall be paid instead on the first day of the seventh month following Separation from Service. Deemed Investment gains or losses will be applied to any withheld payment and shall be paid at the time that the withheld payments are paid. With respect to installment payments, all remaining payments shall be paid as originall y scheduled.

(a) Creditor Status of Participant and Beneficiary. The Plan constitutes the unfunded,

unsecured promise of the Employer to make pa y ments to a Participant or B e neficiar y in the futur e and shall be a liability solely against the general assets of the Employer. The Employer shall not be required to segregate, set aside or escrow any amounts for the benefit of a Participant or Beneficiary . A Participant and Beneficiary shall have the status of a general un s ecured creditor of the Employer and may look on l y to the Employer and its general assets for payment of benefits under the Plan.

(b) Rights with Respect to a Trust. Any trust and any assets he l d thereby to assist the Employer in meeting their obligations under the Plan shall in no way be deemed to controvert the provisions of this Section.

(c) Investments. In its sole discretion , the Employer may acquire insurance polici es, annuities or other financial vehicles for th e purpose of providing future assets of the Employer to meet its anticipated liabilitie s under the Plan. Such policie s, annuities or other investments shall at all times b e and remain unrestricted general propert y and assets of the Employer. A Participant and his designated Beneficiary shall have no rights, other than as general creditors, with respect to suc h policies, annuities or other acquired assets. In the event that the Employer purchases an in s urance po li cy or policies insuring the life of a Participant or employee, to allow the Employer to recover or m eet the cost of providing benefits, in whole or in part, hereunder, no Participant or Beneficiary shall have any rights whatsoever in said polic y or the proceeds therefrom. The Employer shall be the primary owner and b eneficiary of any such insurance policy or property and shall posse ss and ma y exercise all incidents of ownership therein. No insurance policy with regard to any director, " highl y compensated employee," or " highly co mpensated individual ," as defined in Code Section lOl(j) shall be acquired before satisfying the Code Section lOl(j) "No tice and Consent" requirements.

12. Facility of Payment. If a distribution i s to be mad e to a minor, or to a person who is otherwise incompetent, then th e Plan Administrator may make such distribution: (i) to the legal guardian, or i f non e , to a parent of a minor payee with whom the payee maintain s his or her resid e nce; or (ii) to the conservator or administrator or, if none , to th e person having custody of an incompetent payee. Any such distribution shall fully discharge th e Employer and the Plan Administrator from further liability on account thereof.

13. Discharge of Obligations. The payment to a Participant or his or her Beneficiary of the Account balance in a single lump sum shall discharge all obligations of the Employer to such Participant or Beneficiar y under th e Plan.

14. Effect of Other Permissible Payment Events. In the event a Participant is receiving distributions under this Plan as a result of the occurrence of Separation from Service or Specified Time, and an event occurs under Section 6.3, 6.4, 6.5 or 6.6, any Account balances then being distributed to the Participant shall be instead be paid in accordance with the provisions of the event that has inter vened in the initia l distribution , but only in accordance with Treasury R egula tion §l.409A-3(j)(l). Notwithstanding the foregoing, in the eve nt of the death of a Participant after installments have commenced as a result of the occurrence of any other permissib l e payment event, the remaining balance in all of hi s or her Accounts will be paid in a lump sum to the Beneficiary in accordance with Section 6.6.

ARTICLE 7

Beneficiary Designation

1. Designation of Beneficiaries.

(a) Each Participant may designate any p erso n or p erso ns (who may be named contingently or successively) to receive any benefits payable under the Plan upon the Participant's death, and the designation may be changed from time to time by the Participant b y filing a new designation. Each designation will revoke all prior designations b y th e same Participant, shall be in the form prescribed by the Emp l oyer, and shall be effective only when signed b y the Pa r ticipant and filed with the Employer during the Participant's lifetime.

(b) In the absence of a valid Beneficiary designation, or if , at the time any benefit payment is

due to a Beneficiary, there is no living Beneficiary validly named by the Participant, the Employer shall pay the benefit payment to the Participant's spouse, if then living , and if the spouse is not then li ving to the Participant's then living descendants, if any, per stirpes, and if there are no living descendants , to the Participant's es tate. In determining the existence or identity of anyone entitled to a benefit payment, the

Employer may rel y conclusively upon info r mation supplied by th e Participant' s p er sonal representative, exe cu t or, o ad      \

(c) If a question arises as to th e existence or identity of anyone entitled to receive a death b e n e fit pa y m e nt und er th e Plan, or if a dispute arises with respect to any death benefit pa y m e nt under the Plan , the Employer ma y distribute the pa y ment to th e Participant's estate without liability for any ta x or other consequences, or may take any other a c tion whi c h the Employer de e ms to b e appropriate.

2. Information to be Furnished by Participants and Beneficiaries; Inability to Locate Participants or Beneficiaries. Any communication, statement or notice addressed to a P a rti c ipant or to a Beneficiary at hi s or h er la s t po s t office addre ss as shown on the Employer 's re co rds s hall be binding on the Participant or Beneficiar y for all purposes of the Plan. The Employer shall not b e obliged to s earch for any Participant or Beneficiary beyond th e sending of a registered letter to such last known address .

ARTICLE S