Exhibit 10.1

Web.com Group, Inc. Supplemental Executive Retirement Plan

1.     Establishment of Plan . Web.com Group, Inc. (the “ Company ”) hereby adopts and establishes an unfunded supplemental retirement plan for a select group of key management or highly compensated employees of the Company which shall be known as the Web.com Group, Inc. Supplemental Executive Retirement Plan (the “ Plan ”).

2.     Purpose of Plan . The purpose of the Plan is to provide a select group of management or highly compensated employees (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA) of the Company who contribute significantly to the future business success of the Company with supplemental retirement income benefits through discretionary Company contributions.

3.     Definitions .

“ Acceleration Events ” is defined in Section 10.1 hereof.

“ Account ” means a hypothetical bookkeeping account established in the name of each Participant and maintained by the Company to reflect the Participant’s interests under the Plan and includes the Discretionary Contribution Account.

“ Affiliate ” means any corporation, trade or business which is treated as a single employer with the Company under Sections 414(b) or 414(c) of the Code and any other entity designated by the Committee as an “Affiliate” for purposes of the Plan.

“ Beneficiary ” means any person or entity, designated in accordance with Section 14.7 , entitled to receive benefits which are payable upon or after a Participant’s death pursuant to the terms of the Plan.

“ Board ” means the Board of Directors of the Company, as constituted from time to time.

“ Change in Control ” means the occurrence of any of the following:

(A) a sale or other disposition in one transaction or a series of transactions, of all or substantially all of the assets of the Company, (B) a merger or consolidation in which the Company is not the surviving entity or if the Company is the surviving entity, as a result of which the shares of the Company’s capital stock are converted into or exchanged for cash, securities of another entity, or other property, unless (in any case) the holders of the Company’s outstanding shares of capital stock immediately before such transaction own fifty percent (50%) or more of the combined voting power of the outstanding securities of the surviving entity immediately after the transaction, (C) the Company’s stockholders approve a plan or proposal to liquidate or dissolve the Company or (D) a person or group hereafter acquires beneficial ownership of more than fifty percent (50%) of the outstanding voting securities of the Company (all within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder). Notwithstanding the foregoing, a Change in Control shall only be deemed to occur to the extent consistent with the requirements of Code section 409A.

“ Claimant ” has the meaning set forth in Section 15 .

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended, or any successor statute, and the Treasury Regulations and other authoritative guidance issued thereunder.

“ Committee ” means the Administrative Committee as appointed by the Board in its discretion from time to time and initially consisting of the Company’s Chief Executive Officer, Chief Financial Officer, Chief Marketing Officer and Chief People Officer. Notwithstanding the foregoing, the Compensation Committee of the Board shall act as the Committee under the Plan with respect to Eligible Employees who also are members of the Administrative Committee. In addition, all decisions of the Administrative Committee with respect to Eligible Employees who are subject to reporting requirements under Section 16 of the Securities Exchange Act of 1934 shall be subject to review and approval by the Compensation Committee of the Board.

“ Company ” means Web.com Group, Inc., a Delaware corporation, or any successor thereto and any Affiliate designated by the Committee as a sponsor of the Plan.

“ Date of Hire ” means the date when the Participant was first hired by the Company.

“ Determination Date ” means the first Valuation Date of the month beginning after the date of a Payment Event.

“ Disabled or Disability ” means that a Participant: (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (c) is determined to be totally disabled by the Social Security Administration.

“ Discretionary Contribution ” means the amount the Company contributes to the Plan on behalf of a Participant, pursuant to Section 6.1 .

“ Discretionary Contribution Account ” means a separate account maintained for each Participant to record the Discretionary Contributions made to the Plan pursuant to Section 6.1 , plus all earnings and losses allocable thereto.

“ Effective Date ” means July 1, 2012.

“ Election Notice ” means the notice or notices established from time to time by the Committee for the Participant to select the form of payment for the Participant’s Account.

“ Eligible Employee ” means an Employee who is selected by the Committee to participate in the Plan. Participation in the Plan is limited to a select group of the Company’s key management or highly compensated employees.

“ Employee ” means an employee of the Company.

“ Entry Date ” means, with respect to an Eligible Employee, the first day of the pay period following the effective date of such Eligible Employee’s participation in the Plan.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ FICA Amount ” has the meaning set forth in Section 10.1(b) .

“ Investment Option ” means an investment fund, index or vehicle selected by the Committee and made available to Participants for the deemed investment of their Accounts.

“ Normal Retirement Date ” means the date on which a Participant attains a combination of at least age 62 with at least 5 Years of Service.

“ Participant ” means an Eligible Employee and any former Eligible Employee who is entitled to a benefit under the Plan.

“ Payment Event ” has the meaning set forth in Section 9.1 .

“ Plan ” means this Web.com Group, Inc. Supplemental Executive Retirement Plan, as amended from time to time.

“ Plan Year ” means the twelve consecutive month period which begins on January 1 and ends on the following December 31.

“ Separation from Service ” has the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. Section 1.409A-1(h).

“ Specified Employee ” has the meaning set forth in Section 409A(a)(2)(B)(i) of the Code and Treas. Reg. Section 1.409A-1(i).

“ State, Local and Foreign Tax Amount ” has the meaning set forth in Section 10.1(e) .

“ Trust ” has the meaning set forth in Section 14.5 .

“ Trust Agreement ” has the meaning set forth in Section 14.5 .

“ Valuation Date ” means each day of the Plan Year on which the New York Stock Exchange is open for business.

“ Year of Service ” means each twelve (12) consecutive month period of a Participant’s continuous employment with the Company from the Date of Hire.

4.     Eligibility; Participation .

4.1     Requirements for Participation . The Committee shall select those Employees who shall be Eligible Employees for a Plan Year. Any Eligible Employee may participate in the Plan commencing as of the Entry Date occurring on or after the date on which they become an Eligible Employee.

4.2     Cessation of Participation . If a Participant ceases to be an Eligible Employee during a Plan Year, then the Participant shall not receive any further Discretionary Contributions as of the end of the Plan Year. Such Participant’s Account shall continue to be credited with earnings and losses until the applicable Determination Date.

5.     Election Procedures .

5.1     Election Notice . An Eligible Employee may file an Election Notice with the Committee. The Election Notice may specify the form of payment for the Participant’s Account (lump sum or annual installments). Such an Election Notice must be filed by a newly Eligible Employee no later than 30 days after the employee first becomes eligible to participate in the Plan.

6.     Company Contributions .

6.1     Discretionary Contributions . Each Plan Year the Company may, but need not, make a Discretionary Contribution to the Plan on behalf of a Participant in such amount as the Company shall determine in its sole discretion. Any Discretionary Contribution shall be credited to the Participant’s Discretionary Contribution Account on the business day on which the Discretionary Contributions are received by the administrative record-keeper. The Company is under no obligation to make a Discretionary Contribution for a Plan Year. Discretionary Contributions need not be uniform among Participants.

7.     Accounts and Investment Options .

7.1     Establishment of Accounts . The Company shall establish and maintain an Account for each Participant. The Company may establish more than one Account on behalf of any Participant as deemed necessary by the Committee for administrative purposes.

7.2     Investment Options . The Committee shall select the Investment Options to be made available to Participants for the deemed investment of their Accounts under the Plan. The Committee may change, discontinue, or add to the Investment Options made available under the Plan at any time in its sole discretion. A Participant may select the Investment Options for his or her Account in the Participant’s Election Notice and may make changes to his or her selections in accordance with procedures established by the Committee.

7.3     Investment Earnings . Each Account shall be adjusted for earnings or losses based on the performance of the Investment Options selected. Earnings and losses shall be computed on each Valuation Date. The amount paid to a Participant on the payment date shall be determined as of the applicable Determination Date.

7.4     Nature of Accounts . Accounts are not actually invested in the Investment Options available under the Plan and Participants do not have any real or beneficial ownership in any Investment Option. A Participant’s Account is solely a device for the measurement and determination of the amounts to be paid to the Participant pursuant to the Plan and shall not constitute or be treated as a trust fund of any kind.

7.5     Statements . Each Participant shall be provided with statements or access to statements setting out the amounts in his or her Account which shall be delivered at such intervals determined by the Committee.

8.     Vesting .

8.1     Vesting of Discretionary Contributions .

Participants shall be vested in their Discretionary Contributions in accordance with the following schedule:

Further, the Committee may, in its discretion but subject to Section 13, change or establish in writing a different vesting schedule from the one stated in this Section 8 that will apply to Discretionary Contributions made to the Plan on behalf of any Participant for any Plan Year.

8.2     Vesting of Accounts . Notwithstanding any other provision of the Plan, all Accounts for a Participant shall become immediately 100% vested if one of the following events occur:

9.     Payment of Participant Accounts .

9.1     In General . Payment of a Participant’s vested Account shall be made (or commence, in the case of installments) on the Determination Date following the earliest to occur of the following events (each a “ Payment Event ”):

9.2     Timing of Valuation . The value of a Participant’s Account on the payment date shall be determined as of the applicable Determination Date.

9.3     Forfeiture of Unvested Account Balances . Unless otherwise determined by the Committee, and subject to Section 8.2 , a Participant’s unvested Account balance shall be forfeited upon the occurrence of a Payment Event.

9.4     Timing of Payments . Except as otherwise provided in this Section 9 , payments shall be made or commence within 60 days of the Determination Date.

9.5     Timing of Payments to Specified Employees . Notwithstanding anything in the Plan to the contrary, if a Participant is a Specified Employee as of the date of his or her Separation from Service, then no distribution of such Participant’s Account shall be made upon the Participant’s Separation from Service until the first payroll date of the seventh month following the Participant’s Separation from Service (or, if earlier, upon the date of the Participant’s death) (the “ Specified Employee Payment Date ”). Any payments to which a Specified Employee otherwise would have been entitled under the Plan during the period between the Participant’s Separation from Service and the Specified Employee Payment date shall be accumulated and paid in a lump sum payment on the Specified Employee Payment Date.

9.6     Form of Payment . Each Participant shall specify in his or her Election Notice the form of payment (lump sum or installments) for amounts in his or her Account that are covered by the election; provided that:

In the absence of a valid election with respect to form of payment, amounts will be paid in a single lump sum.

9.7     Medium of Payment . Any payment from a Participant’s Account shall be made in cash.

10.      Acceleration Events .

10.1     Permissible Acceleration Events . Notwithstanding anything in the Plan to the contrary, the Committee, in its sole discretion, may accelerate payment of all or a portion of a Participant’s vested Account upon the occurrence of any of the events (“ Acceleration Events ”) set forth in this Section 10 . The Committee’s determination of whether payment may be accelerated in accordance with this Section 10 shall be made in accordance with Treas. Reg. Section 1.409A-3(j)(4).

(a)    Limited Cashouts . The Committee may accelerate payment of a Participant’s vested Account to the extent that (i) the aggregate amount in the Participant’s Account does not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code, (ii) the payment results in the termination of the Participant’s entire interest in the Plan and any plans that are aggregated with the Plan pursuant to Treas. Reg. Section 1.409A-1(c)(2), and (iii) the Committee’s decision to cash out the Participant’s Account is evidenced in writing no later than the date of payment.

(b)    Payment of Employment Taxes . The Committee may accelerate payment of all or a portion of a Participant’s vested Account (i) to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3010, 3121(a) and 3121(v)(2) of the Code (the “ FICA Amount ”), or (ii) to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of the FICA Amount and the additional income tax at source on wages attributable to the pyramiding Section 3401 wages and taxes; provided, however, that the total payment under this Section 10.1(b) shall not exceed the FICA Amount and the income tax withholding related to the FICA Amount.

(c)    Payment Upon Income Inclusion . The Committee may accelerate payment of all or a portion of a Participant’s vested Account to the extent that the Plan fails to meet the requirements of Section 409A of the Code; provided that, the amount accelerated shall not exceed the amount required to be included in income as a result of the failure to comply with Section 409A of the Code.

(d)    Termination of the Plan . The Committee may accelerate payment of all or a portion of a Participant’s vested Account upon termination of the Plan in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).

(e)    Payment of State, Local or Foreign Taxes . The Committee may accelerate payment of all or a portion of a Participant’s vested Account for:

(f)    Certain Offsets . The Committee may accelerate payment of all or a portion of the Participant’s vested Account to satisfy a debt of the Participant to the Company or an Affiliate incurred in the ordinary course of the service relationship between the Company and the Participant; provided, however, the amount accelerated shall not exceed $5,000 and the payment shall be made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

11.     Section 162(m) of the Code . If the Committee reasonably anticipates that if a payment were made as scheduled under the Plan it would result in a loss of the Company’s tax deduction due to the application of Section 162(m) of the Code, such payment may be delayed and paid during the Participant’s first taxable year in which the Committee reasonably anticipates that the Company’s tax deduction will not be limited or eliminated by the application of Section 162(m) of the Code. Notwithstanding the foregoing, no payment under the Plan may be deferred in accordance with this Section 11 unless all scheduled payments to the Participant and all similarly situated Participants that could be delayed in accordance with Treas. Reg. Section 1.409A-2(b)(7)(i) are also delayed.

12.     Plan Administration .

12.1     Administration By Committee . The Plan shall be administered by the Committee which shall have the authority to:

(a)   construe and interpret the Plan and apply its provisions;

(b)   promulgate, amend and rescind rules and regulations relating to the administration of the Plan;

(c)   authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

(d)   select the Investment Options that will be available for the deemed investment of Accounts under the Plan and establish procedures for permitting Participants to change their selected Investment Options;

(e)   determine whether any Discretionary Contributions will be made to the Plan on behalf of any Participants with respect to any Plan Year and the amount of any such contributions;

(f)   select, subject to the limitations set forth in the Plan, those Employees who shall be Eligible Employees;

(g)   calculate deemed investment earnings and losses;

(h)   interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument, Election Notice or agreement relating to the Plan; and

(i)   exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan.

12.2     Non-Uniform Treatment . The Committee’s determinations under the Plan need not be uniform and any such determinations may be made selectively among Participants. Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations with regard to: (a) the amount, terms or conditions of any Discretionary Contribution; or (b) the availability of Investment Options.

12.3     Committee Decisions Final . Subject to Section 15 , all decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.

12.4     Indemnification . No member of the Committee or any designee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan except for any liability arising from his or her own wilful malfeasance, gross negligence or reckless disregard of his or her duties.

13.      Amendment and Termination .

The Board may, at any time, and in its discretion, alter, amend, modify, suspend or terminate the Plan or any portion thereof; provided, however, that no such amendment, modification, suspension or termination shall, without the consent of a Participant, adversely affect such Participant’s rights with respect to amounts credited to or accrued in his or her Account and provided, further, that, no payment of benefits shall occur upon termination of the Plan unless the requirements of Section 409A of the Code have been met. 

14.    Miscellaneous .

14.1     No Employment or Other Service Rights . Nothing in the Plan or any instrument executed pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate or interfere in any way with the right of the Company or any Affiliate to terminate the Participant’s employment or service at any time with or without notice and with or without cause.

14.2     Tax Withholding . The Company and its Affiliates shall have the right to deduct from any amounts otherwise payable under the Plan any federal, state, local, or other applicable taxes required to be withheld.

14.3     Governing Law . The Plan shall be administered, construed and governed in all respects under and by the laws of the State of Florida, without reference to the principles of conflicts of law (except and to the extent pre-empted by applicable Federal law).

14.4     Section 409A of the Code . The Company intends that the Plan comply with the requirements of Section 409A of the Code and shall be operated and interpreted consistent with that intent. Notwithstanding the foregoing, the Company makes no representation that the Plan complies with Section 409A of the Code and shall have no liability to any Participant for any failure to comply with Section 409A of the Code.

This Plan shall constitute an “account balance plan” as defined in Treas. Reg. Section 31.3121(v)(2)-1(c)(1)(ii)(A). For purposes of Section 409A of the Code, all amounts contributed under this Plan shall be aggregated with amounts deferred or contributed under other account balance plans.

14.5     Trust . The Company has entered into an agreement (“ Trust Agreement ”) with Reliance Trust to establish an irrevocable rabbi trust, the Web.com Group, Inc. Non-Qualified Plan Trust (“ Trust ”), to be effective July 1, 2012, pursuant to which Reliance Trust will serve as the trustee under the Trust to be used in connection with the Plan.

The Company intends to make contributions to the Trust which will be held by the Trust and invested and distributed in accordance with the terms of the Plan and the Trust Agreement.

The Trust is intended to be a rabbi trust and the assets of the Trust shall at all times be subject to the claims of the Company’s general creditors. 

Notwithstanding the existence of the Trust, the Plan is intended to be “unfunded” for purposes of ERISA and shall not be construed as providing income to Participants prior to the date that amounts deferred under the Plan are paid.

14.6     No Warranties . Neither the Company nor the Committee warrants or represents that the value of any Participant’s Account will increase. Each Participant assumes the risk in connection with the deemed investment of his or her Account.

14.7     Beneficiary Designation . Each Participant under the Plan may from time to time name any beneficiary or beneficiaries to receive the Participant’s interest in the Plan in the event of the Participant’s death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a Participant fails to designate a beneficiary, then the Participant’s designated beneficiary shall be deemed to be the Participant’s estate.

14.8     No Assignment . Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber, transfer, hypothecate or convey any amounts payable hereunder prior to the date that such amounts are paid (except for the designation of beneficiaries pursuant to Section 14.7 ).

14.9     Expenses . The costs of administering the Plan shall be paid by the Company.

14.10     Severability . If any provision of the Plan is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected.

14.11     Headings and Subheadings . Headings and subheadings in the Plan are for convenience only and are not to be considered in the construction of the provisions hereof.

15.    Claims Procedures .

15.1     Filing a Claim . Any Participant or other person claiming an interest in the Plan (the “ Claimant ”) may file a claim in writing with the Committee. The Committee shall review the claim itself or appoint an individual or entity to review the claim.

15.2     Claim Decision . The Claimant shall be notified within ninety (90) days after the claim is filed whether the claim is approved or denied, unless the Committee determines that special circumstances beyond the control of the Plan require an extension of time, in which case the Committee may have up to an additional ninety (90) days to process the claim. If the Committee determines that an extension of time for processing is required, the Committee shall furnish written or electronic notice of the extension to the Claimant before the end of the initial ninety (90) day period. Any notice of extension shall describe the special circumstances necessitating the additional time and the date by which the Committee expects to render its decision.

15.3     Notice of Denial . If the Committee denies the claim, it must provide to the Claimant, in writing or by electronic communication, a notice which includes:

(a)   The specific reason(s) for the denial;

(b)   Specific reference to the pertinent Plan provisions on which such denial is based;

(c)   A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or information is necessary;

(d)   A description of the Plan’s appeal procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of the claim on appeal; and

(e)   If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request.

15.4     Appeal Procedures . A request for appeal of a denied claim must be made in writing to the Committee within sixty (60) days after receiving notice of denial. The decision on appeal will be made within sixty (60) days after the Committee’s receipt of a request for appeal, unless special circumstances require an extension of time for processing, in which case a decision will be rendered not later than one hundred twenty (120) days after receipt of a request for appeal. A notice of such an extension must be provided to the Claimant within the initial sixty (60) day period and must explain the special circumstances and provide an expected date of decision. The reviewer shall afford the Claimant an opportunity to review and receive, without charge, all relevant documents, information and records and to submit issues and comments in writing to the Committee. The reviewer shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim regardless of whether the information was submitted or considered in the initial benefit determination.

15.5     Notice of Decision on Appeal . If the Committee denies the appeal, it must provide to the Claimant, in writing or by electronic communication, a notice which includes:

(a)   The specific reason(s) for the denial;

(b)   Specific references to the pertinent Plan provisions on which such denial is based; 

(c)   A statement that the Claimant may receive on request all relevant records at no charge;

(d)   A description of the Plan’s voluntary procedures and deadlines, if any;

(e)   A statement of the Claimant’s right to sue under Section 502(a) of ERISA; and

(f)   If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request.

15.6     Claims Procedures Mandatory . The internal claims procedures set forth in this Section 15 are mandatory. If a Claimant fails to follow these claims procedures, or to timely file a request for appeal in accordance with this Section 15 , the denial of the Claim shall become final and binding on all persons for all purposes.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Web.com Group, Inc. has adopted this Plan as of the Effective Date written above.

Exhibit 10.2

Web.com Group, Inc. Non-Qualified Deferred Compensation Plan

1.  Establishment of Plan . Web.com Group, Inc. (the “ Company ”) hereby adopts and establishes an unfunded deferred compensation plan for a select group of key management or highly compensated employees of the Company which shall be known as the Web.com Group, Inc. Non-Qualified Deferred Compensation Plan (the “ Plan ”).

2.  Purpose of Plan . The purpose of the Plan is to provide a select group of management or highly compensated employees (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA) of the Company who contribute significantly to the future business success of the Company with supplemental retirement income benefits through the deferral of Base Salary and other compensation designated by the Committee and through additional discretionary Company Matching Contributions.

3.  Definitions .

“ Acceleration Events ” is defined in Section 11.1 hereof.

“ Account ” means a hypothetical bookkeeping account(s) established in the name of each Participant and maintained by the Company to reflect the Participant’s interests under the Plan and includes any or all of the following: (a) an Elective Deferral Account(s); and (b) a Matching Contribution Account.

“ Affiliate ” means any corporation, trade or business which is treated as a single employer with the Company under Sections 414(b) or 414(c) of the Code and any other entity designated by the Committee as an “Affiliate” for purposes of the Plan.

“ Base Salary ” means the annual rate of base pay paid by the Company to or for the benefit of the Participant for services rendered.

“ Beneficiary ” means any person or entity, designated in accordance with Section 15.7 , entitled to receive benefits which are payable upon or after a Participant’s death pursuant to the terms of the Plan.

“ Board ” means the Board of Directors of the Company, as constituted from time to time.

“ Bonus Compensation ” means any cash compensation earned by a Participant for services rendered by a Participant under any bonus or cash incentive plan maintained by the Company.

“ Change in Control ” means the occurrence of any of the following:

(A) a sale or other disposition in one transaction or a series of transactions, of all or substantially all of the assets of the Company, (B) a merger or consolidation in which the Company is not the surviving entity or if the Company is the surviving entity, as a result of which the shares of the Company’s capital stock are converted into or exchanged for cash, securities of another entity, or other property, unless (in any case) the holders of the Company’s outstanding shares of capital stock immediately before such transaction own fifty percent (50%) or more of the combined voting power of the outstanding securities of the surviving entity immediately after the transaction, (C) the Company’s stockholders approve a plan or proposal to liquidate or dissolve the Company or (D) a person or group hereafter acquires beneficial ownership of more than fifty percent (50%) of the outstanding voting securities of the Company (all within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder). Notwithstanding the foregoing, a Change in Control shall only be deemed to occur to the extent consistent with the requirements of Code section 409A.

“ Claimant ” has the meaning set forth in Section 16 .

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended, or any successor statute, and the Treasury Regulations and other authoritative guidance issued thereunder.

“ Committee ” means the Administrative Committee as appointed by the Board in its discretion from time to time and initially consisting of the Company’s Chief Executive Officer, Chief Financial Officer, Chief Marketing Officer and Chief People Officer. Notwithstanding the foregoing, the Compensation Committee of the Board shall act as the Committee under the Plan with respect to Eligible Employees who also are members of the Administrative Committee. In addition, all decisions of the Administrative Committee with respect to Eligible Employees who are subject to reporting requirements under Section 16 of the Securities Exchange Act of 1934 shall be subject to review and approval by the Compensation Committee of the Board.

“ Company ” means Web.com Group, Inc., a Delaware corporation, or any successor thereto and any Affiliate designated by the Committee as a sponsor of the Plan.

“ Date of Hire ” means the date when the Participant was first hired by the Company. In the event the Company assumes control of an Affiliate, the Date of Hire for any eligible Participant shall be the original Date of Hire with such Affiliate.

“ Deferral Election ” means an election by an Eligible Employee to defer Base Salary, Bonus Compensation or any other forms of compensation as determined by the Committee. A Participant shall make a new Deferral Election with respect to each Plan Year.

“ Determination Date ” means the first Valuation Date of the month following a Payment Event.

“ Disabled or Disability ” means that a Participant: (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (c) is determined to be totally disabled by the Social Security Administration.

“ Distribution Date ” means a fixed calendar date specified by a Participant in his or her Election Notice for the payment of all or a portion of the Participant’s Elective Deferral Account.

“ Effective Date ” means July 1, 2012.

“ Election Notice ” means the notice or notices established from time to time by the Committee for making Deferral Elections under the Plan. The Election Notice includes the amount or percentage of Base Salary, Bonus Compensation or other eligible compensation to be deferred (subject to any minimum or maximum amounts established by the Committee); the Distribution Date(s); the form of payment (lump sum or installments); and the selected Investment Options. Each Election Notice shall become irrevocable as of the last day of the Election Period.

“ Election Period ” means the period established by the Committee with respect to each Plan Year during which Deferral Elections for such Plan Year must be made in accordance with the requirements of Section 409A of the Code, as follows: (a) General Rule. Except as provided in (b) and (c) below, the Election Period shall end no later than the last day of the Plan Year immediately preceding the Plan Year to which the Deferral Election relates.(b) Performance-based Compensation. If any Bonus Compensation constitutes “performance-based compensation” within the meaning of Treas. Reg. Section 1.409A-1(e), then the Election Period for such amounts shall end no later than six months before the end of the Plan Year during which the Bonus Compensation is earned (and in no event later than the date on which the amount of the Bonus Compensation becomes readily ascertainable). (c) Newly Eligible Employees. The Election Period for newly Eligible Employees shall end no later than thirty (30) days after the Employee first becomes eligible to participate in the Plan and shall apply only with respect to compensation earned after the date of the Deferral Election.

“ Elective Deferrals ” means deferrals at the election of an Eligible Employee of compensation designated as eligible for deferral by the Committee.

“ Elective Deferral Account ” means a separate account maintained for each Participant to record the Elective Deferrals made to the Plan pursuant to Section 5 and all earnings and losses allocable thereto.

“ Eligible Employee ” means an Employee who is selected by the Committee to participate in the Plan. Participation in the Plan is limited to a select group of the Company’s key management or highly compensated employees.

“ Employee ” means an employee of the Company.

“ Entry Date ” means, with respect to an Eligible Employee, the first day of the pay period following the effective date of such Eligible Employee’s participation in the Plan.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ FICA Amount ” has the meaning set forth in Section 11.1(b) .

“ Investment Option ” means an investment fund, index or vehicle selected by the Committee and made available to Participants for the deemed investment of their Accounts.

“ Matching Contribution ” means the amount the Company contributes to the Plan on behalf of any Participant pursuant to Section 6.1 .

“ Matching Contribution Account ” means a separate account maintained for each Participant to record the Matching Contributions made to the Plan pursuant to Section 6.1 , plus all earnings and losses allocable thereto.

“ Normal Retirement Date ” means the date on which a Participant incurs a Separation from Service on or after attainment of age 62.

“ Participant ” means an Eligible Employee who elects to participate in the Plan by filing an Election Notice in accordance with Section 5.1 and any former Eligible Employee who continues to be entitled to a benefit under the Plan.

“ Payment Event ” has the meaning set forth in Section 9.1 .

“ Plan ” means this Web.com Group, Inc. Non-Qualified Deferred Compensation Plan, as amended from time to time.

“ Plan Year ” means the twelve consecutive month period which begins on January 1 and ends on the following December 31.

“ Re-deferral Election ” has the meaning set forth in Section 5.3 .

“ Separation from Service ” has the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. Section 1.409A-1(h).

“ Specified Employee ” has the meaning set forth in Section 409A(a)(2)(B)(i) of the Code and Treas. Reg. Section 1.409A-1(i).

“ State, Local and Foreign Tax Amount ” has the meaning set forth in Section 11.1(e) .

“ Trust ” has the meaning set forth in Section 15.5 .

“ Trust Agreement ” has the meaning set forth in Section 15.5 .

“ Unforeseeable Emergency ” means, within the meaning of Treas. Reg. Section 1.409A-3(i)(3), a severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent; (b) a loss of the Participant’s property due to casualty; or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

“ Valuation Date ” means each day of the Plan Year on which the New York Stock Exchange is open for business.

“ Year of Service ” means each twelve (12) consecutive month period of a Participant’s continuous employment with the Company from the Date of Hire.

4.  Eligibility; Participation .

4.1  Requirements for Participation . The Committee shall select those Employees who shall be Eligible Employees for such Plan Year. Any Eligible Employee may participate in the Plan commencing as of the first day of the Plan Year, or if later, the Entry Date occurring on or after the date on which they first become an Eligible Employee.

4.2  Election to Participate; Benefits of Participation . An Eligible Employee may become a Participant in the Plan by making a Deferral Election in accordance with Section 5 . An Eligible Employee who elects to participate in the Plan by making a Deferral Election is eligible to receive Matching Contributions in accordance with Section 6 .

4.3  Cessation of Participation . If a Participant ceases to be an Eligible Employee during a Plan Year, then the Participant’s Deferral Elections shall no longer be effective as of the end of the Plan Year. Such Participant’s Account shall continue to be credited with earnings and losses until the applicable Determination Date.

5.  Election Procedures .

5.1  Deferral Election . An Eligible Employee may elect to defer eligible compensation as designated by the Committee by completing an Election Notice and filing it with the Committee during the Election Period. The Election Notice must specify:

(a) The amount or percentage of Base Salary, Bonus Compensation or other eligible compensation to be deferred (subject to any minimum and maximum amounts as set forth in Section 5.2 );

(b) The Distribution Date for the Participant’s Account (subject to the provisions of the Plan);

(c) The form of payment for the Participant’s Account (lump sum or annual installments); and

(d) The percentage or amount of the Participant’s Account to be allocated to each Investment Option available under the Plan.

5.2  Elective Deferrals . Prior to the beginning of a Plan Year, the Committee may determine the form(s) of compensation eligible to be deferred during such Plan Year. A Participant may elect to defer receipt of no less than two percent of Base Salary. Additional deferrals, up to an annual maximum amount to be defined by the Committee, may be deferred from the Participant’s Base Salary, Bonus Compensation or any other forms of compensation as determined by the Committee. Participant deferrals for any Plan Year should be made in accordance with Deferral Election procedures as set forth in this Section 5 . Compensation deferrals shall be credited to a Participant’s Elective Deferral Account as of the business day in which the Participant’s Elective Deferrals are received by the administrative record-keeper.

5.3  Re-deferrals and Changing the Form of Payment . The Participant may make an election to re-defer Account(s) until a later Distribution Date or to change the form of a payment (a “ Re-deferral Election ”); provided that the following requirements are met:

(a) The re-deferral election is made at least twelve (12) months before the original Distribution Date;

(b) The Distribution Date for the re-deferred amounts is at least five years later than the original Distribution Date; and

(c) The re-deferral election will not take effect for at least twelve (12) months after the re-deferral election is made.

For purposes of this Section 5.3 , all payments, including installment payments, shall be treated as separate payments under Section 409A of the Code.

6.  Company Contributions .

6.1  Matching Contributions . Each Plan Year the Company may, but need not, make a Matching Contribution to the Plan on behalf of any Participant. The Matching Contribution may be expressed as a percentage of the Participant’s Base Salary, Bonus Compensation or other eligible compensation deferral as determined by the Committee. Initially, the Matching Contribution applies to the first two percent of Base Salary deferred. The amount of Matching Contributions to be made to the Plan on behalf of any Participant for a Plan Year may be determined or modified by the Committee in its sole discretion. Any Matching Contribution shall be credited to the Participant’s Matching Contribution Account as of the business day on which the Participant’s Matching Contributions are received by the administrative record-keeper. The Company is under no obligation to make a Matching Contribution for a Plan Year. Matching Contributions need not be uniform among Participants.

7.  Accounts and Investment Options .

7.1  Establishment of Accounts . The Company shall establish and maintain an Account for each Participant. The Company may establish more than one Account on behalf of any Participant as deemed necessary by the Committee for administrative purposes.

7.2  Investment Options . The Committee shall select the Investment Options to be made available to Participants for the deemed investment of their Accounts under the Plan. The Committee may change, discontinue, or add to the Investment Options made available under the Plan at any time in its sole discretion. A Participant may select the Investment Options for his or her Account in the Participant’s Election Notice and may make changes to his or her selections in accordance with procedures established by the Committee.

7.3  Investment Earnings . Each Account shall be adjusted for earnings or losses based on the performance of the Investment Options selected. Earnings and losses shall be computed on each Valuation Date. The amount paid to a Participant on the payment date shall be determined as of the applicable Determination Date.

7.4  Nature of Accounts . Accounts are not actually invested in the Investment Options available under the Plan and Participants do not have any real or beneficial ownership in any Investment Option. A Participant’s Account is solely a device for the measurement and determination of the amounts to be paid to the Participant pursuant to the Plan and shall not constitute or be treated as a trust fund of any kind.

7.5  Statements . Each Participant shall be provided with statements or access to statements setting out the amounts in his or her Account(s), which shall be delivered at such intervals determined by the Committee.

8.  Vesting .

8.1  Vesting of Elective Deferrals . Participants shall be fully vested at all times in their Elective Deferrals and any earnings thereon.

8.2  Vesting of Matching Contributions .

Participants shall be vested in their Matching Contributions in accordance with a graded vesting schedule over a period of 4 years as set forth in the following schedule:

For this purpose, Years of Service of a Participant shall be calculated from the Participant’s Date of Hire.

Notwithstanding the vesting schedule set out above, the Committee may, in its discretion, establish in writing a different vesting schedule that will apply to Matching Contributions made to the Plan on behalf of any Participant for any Plan Year.

8.3  Vesting of Accounts . Notwithstanding any other provision of the Plan, all Accounts for a Participant shall become immediately 100% vested upon the first to occur of the following events:

9.  Payment of Participant Accounts .

9.1  In General . Payment of a Participant’s vested Account shall be made (or commence, in the case of installments) on the Determination Date following the earliest to occur of the following events (each a “ Payment Event ”):

 Notwithstanding the foregoing, only Elective Deferrals are available for distribution on a specified Distribution Date in accordance with Section 9.1(a) above.

9.2  Timing of Valuation . The value of a Participant’s Account on the payment date shall be determined as of the applicable Determination Date.

9.3  Forfeiture of Unvested Account Balances . Unless otherwise determined by the Committee, and subject to Section 8.3 , a Participant’s unvested Account balance shall be forfeited upon the occurrence of a Payment Event other than a Specified Distribution Date pursuant to Section 9.1(a) .

9.4  Timing of Payments . Except as otherwise provided in this Section 9 , payments shall be made or commence within 60 days following a Determination Date.

9.5  Timing of Payments to Specified Employees . Notwithstanding anything in the Plan to the contrary, if a Participant is a Specified Employee as of the date of his or her Separation from Service, then no distribution of such Participant’s Account shall be made upon the Participant’s Separation from Service until the first payroll date of the seventh month following the Participant’s Separation from Service (or, if earlier, upon the date of the Participant’s death) (the “ Specified Employee Payment Date ”). Any payments to which a Specified Employee otherwise would have been entitled under the Plan during the period between the Participant’s Separation from Service and the Specified Employee Payment date shall be accumulated and paid in a lump sum payment on the Specified Employee Payment Date.

9.6  Form of Payment . Each Participant shall specify in his or her Election Notice the form of payment (lump sum or installments) for amounts in his or her Account that are covered by the election; provided that:

 In the absence of a valid election with respect to form of payment, amounts will be paid in a single lump sum.

9.7  Medium of Payment . Any payment from a Participant’s Account shall be made in cash.

10.  Payments Due to Unforeseeable Emergency .

10.1  Request for Payment . If a Participant suffers an Unforeseeable Emergency, he or she may submit a written request to the Committee for payment from his or her Elective Deferral Account.

10.2  No Payment If Other Relief Available . The Committee will evaluate the Participant’s request for payment due to an Unforeseeable Emergency taking into account the Participant’s circumstances and the requirements of Section 409A of the Code. In no event will payments be made pursuant to this Section 10 to the extent that the Participant’s hardship can be relieved: (a) through reimbursement or compensation by insurance or otherwise; or (b) by liquidation of the Participant’s assets, to the extent that liquidation of the Participant’s assets would not itself cause severe financial hardship.

10.3  Limitation on Payment Amount . The amount of any payment made on account of an Unforeseeable Emergency shall not exceed the amount reasonably necessary to satisfy the Participant’s financial need, including amounts necessary to pay any Federal, state or local income taxes or penalties reasonably anticipated to result from the payment, as determined by the Committee. Furthermore, Employer Matching Contributions are not available for withdrawal in the event of an Unforeseeable Emergency.

10.4  Timing of Payment . Payments shall be made from a Participant’s Account as soon as practicable and in any event within 30 days following the Committee’s determination that an Unforeseeable Emergency has occurred and authorization of payment from the Participant’s Account.

10.5  Cessation of Deferrals . If a Participant receives payment on account of an Unforeseeable Emergency, the Participant may make no more Elective Deferrals for the remainder of the Plan Year.

11.  Acceleration Events .

11.1  Permissible Acceleration Events . Notwithstanding anything in the Plan to the contrary, the Committee, in its sole discretion, may accelerate payment of all or a portion of a Participant’s vested Account upon the occurrence of any of the events (“ Acceleration Events ”) set forth in this Section 11 . The Committee’s determination of whether payment may be accelerated in accordance with this Section 11 shall be made in accordance with Treas. Reg. Section 1.409A-3(j)(4).

(a)  Limited Cashouts . The Committee may accelerate payment of a Participant’s vested Account to the extent that (i) the aggregate amount in the Participant’s Account does not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code, (ii) the payment results in the termination of the Participant’s entire interest in the Plan and any plans that are aggregated with the Plan pursuant to Treas. Reg. Section 1.409A-1(c)(2), and (iii) the Committee’s decision to cash out the Participant’s Account is evidenced in writing no later than the date of payment.

(b)  Payment of Employment Taxes . The Committee may accelerate payment of all or a portion of a Participant’s vested Account (i) to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3010, 3121(a) and 3121(v)(2) of the Code (the “ FICA Amount ”), or (ii) to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of the FICA Amount and the additional income tax at source on wages attributable to the pyramiding Section 3401 wages and taxes; provided, however, that the total payment under this Section 11.1(b) shall not exceed the FICA Amount and the income tax withholding related to the FICA Amount.

(c)  Payment Upon Income Inclusion . The Committee may accelerate payment of all or a portion of a Participant’s vested Account to the extent that the Plan fails to meet the requirements of Section 409A of the Code; provided that, the amount accelerated shall not exceed the amount required to be included in income as a result of the failure to comply with Section 409A of the Code.

(d)  Termination of the Plan . The Committee may accelerate payment of all or a portion of a Participant’s vested Account upon termination of the Plan in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).

(e)  Payment of State, Local or Foreign Taxes . The Committee may accelerate payment of all or a portion of a Participant’s vested Account for:

(f)  Certain Offsets . The Committee may accelerate payment of all or a portion of the Participant’s vested Account to satisfy a debt of the Participant to the Company or an Affiliate incurred in the ordinary course of the service relationship between the Company and the Participant; provided, however, the amount accelerated shall not exceed $5,000 and the payment shall be made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

12.  Section 162(m) of the Code . If the Committee reasonably anticipates that if a payment were made as scheduled under the Plan it would result in a loss of the Company’s tax deduction due to the application of Section 162(m) of the Code, such payment may be delayed and paid during the Participant’s first taxable year in which the Committee reasonably anticipates that the Company’s tax deduction will not be limited or eliminated by the application of Section 162(m) of the Code. Notwithstanding the foregoing, no payment under the Plan may be deferred in accordance with this Section 12 unless all scheduled payments to the Participant and all similarly situated Participants that could be delayed in accordance with Treas. Reg. Section 1.409A-2(b)(7)(i) are also delayed.

13.  Plan Administration .

13.1  Administration By Committee . The Plan shall be administered by the Committee which shall have the authority to:

(a) construe and interpret the Plan and apply its provisions;

(b) promulgate, amend and rescind rules and regulations relating to the administration of the Plan;

(c) authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

(d) determine minimum or maximum amounts, and the types of compensation, that Participants may elect to defer under the Plan;

(e) select the Investment Options that will be available for the deemed investment of Accounts under the Plan and establish procedures for permitting Participants to change their selected Investment Options;

(f) determine whether any Matching Contributions will be made to the Plan with respect to any Plan Year and the amount of any such contributions;

(g) select, subject to the limitations set forth in the Plan, those Employees who shall be Eligible Employees;

(h) evaluate whether a Participant who has requested payment from his or her Account on account of an Unforeseeable Emergency has experienced an Unforeseeable Emergency and the amount of any payment necessary to satisfy the Participant’s emergency need;

(i) calculate deemed investment earnings and losses;

(j) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument, Election Notice or agreement relating to the Plan; and

(k) exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan.

13.2  Non-Uniform Treatment . The Committee’s determinations under the Plan need not be uniform and any such determinations may be made selectively among Participants. Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations with regard to: (a) the terms or conditions of any Elective Deferral; (b) the amount, terms or conditions of any Matching Contribution; or (c) the availability of Investment Options.

13.3  Committee Decisions Final . Subject to Section 16 , all decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.

13.4  Indemnification . No member of the Committee or any designee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan except for any liability arising from his or her own wilful malfeasance, gross negligence or reckless disregard of his or her duties.

14.  Amendment and Termination .

The Board may, at any time, and in its discretion, alter, amend, modify, suspend or terminate the Plan or any portion thereof; provided, however, that no such amendment, modification, suspension or termination shall, without the consent of a Participant, adversely affect such Participant’s rights with respect to amounts credited to or accrued in his or her Account and provided, further, that, no payment of benefits shall occur upon termination of the Plan unless the requirements of Section 409A of the Code have been met.

15.  Miscellaneous .

15.1  No Employment or Other Service Rights . Nothing in the Plan or any instrument executed pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate or interfere in any way with the right of the Company or any Affiliate to terminate the Participant’s employment or service at any time with or without notice and with or without cause.

15.2  Tax Withholding . The Company and its Affiliates shall have the right to deduct from any amounts otherwise payable under the Plan any federal, state, local, or other applicable taxes required to be withheld.

15.3  Governing Law . The Plan shall be administered, construed and governed in all respects under and by the laws of the State of Florida, without reference to the principles of conflicts of law (except and to the extent pre-empted by applicable Federal law).

15.4  Section 409A of the Code . The Company intends that the Plan comply with the requirements of Section 409A of the Code and shall be operated and interpreted consistent with that intent. Notwithstanding the foregoing, the Company makes no representation that the Plan complies with Section 409A of the Code and shall have no liability to any Participant for any failure to comply with Section 409A of the Code.

This Plan shall constitute an “account balance plan” as defined in Treas. Reg. Section 31.3121(v)(2)-1(c)(1)(ii)(A). For purposes of Section 409A of the Code, all amounts deferred under this Plan shall be aggregated with amounts deferred under other account balance plans.

15.5  Trust . The Company has entered into an agreement (“ Trust Agreement ”) with Reliance Trust to establish an irrevocable rabbi trust, the Web.com Group, Inc. Non-Qualified Plan Trust (“ Trust ”), to be effective July 1, 2012, pursuant to which Reliance Trust will serve as the trustee under the Trust to be used in connection with the Plan.

The Company intends to make contributions to the Trust which will be held by the Trust and invested and distributed in accordance with the terms of the Plan and the Trust Agreement.

The Trust is intended to be a rabbi trust and the assets of the Trust shall at all times be subject to the claims of the Company’s general creditors.

Notwithstanding the existence of the Trust, the Plan is intended to be “unfunded” for purposes of ERISA and shall not be construed as providing income to Participants prior to the date that amounts deferred under the Plan are paid.

15.6  No Warranties . Neither the Company nor the Committee warrants or represents that the value of any Participant’s Account will increase. Each Participant assumes the risk in connection with the deemed investment of his or her Account.

15.7  Beneficiary Designation . Each Participant under the Plan may from time to time name any beneficiary or beneficiaries to receive the Participant’s interest in the Plan in the event of the Participant’s death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a Participant fails to designate a beneficiary, then the Participant’s designated beneficiary shall be deemed to be the Participant’s estate.

15.8  No Assignment . Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber, transfer, hypothecate or convey any amounts payable hereunder prior to the date that such amounts are paid (except for the designation of beneficiaries pursuant to Section 15.7 ).

15.9  Expenses . The costs of administering the Plan shall be paid by the Company.

15.10  Severability . If any provision of the Plan is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected.

15.11  Headings and Subheadings . Headings and subheadings in the Plan are for convenience only and are not to be considered in the construction of the provisions hereof.

16.  Claims Procedures .

16.1  Filing a Claim . Any Participant or other person claiming an interest in the Plan (the “ Claimant ”) may file a claim in writing with the Committee. The Committee shall review the claim itself or appoint an individual or entity to review the claim.

16.2  Claim Decision . The Claimant shall be notified within ninety (90) days after the claim is filed whether the claim is approved or denied, unless the Committee determines that special circumstances beyond the control of the Plan require an extension of time, in which case the Committee may have up to an additional ninety (90) days to process the claim. If the Committee determines that an extension of time for processing is required, the Committee shall furnish written or electronic notice of the extension to the Claimant before the end of the initial ninety (90) day period. Any notice of extension shall describe the special circumstances necessitating the additional time and the date by which the Committee expects to render its decision.

16.3  Notice of Denial . If the Committee denies the claim, it must provide to the Claimant, in writing or by electronic communication, a notice which includes:

(a) The specific reason(s) for the denial;

(b) Specific reference to the pertinent Plan provisions on which such denial is based;

(c) A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or information is necessary;

(d) A description of the Plan’s appeal procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of the claim on appeal; and

(e) If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request.

16.4  Appeal Procedures . A request for appeal of a denied claim must be made in writing to the Committee within sixty (60) days after receiving notice of denial. The decision on appeal will be made within sixty (60) days after the Committee’s receipt of a request for appeal, unless special circumstances require an extension of time for processing, in which case a decision will be rendered not later than one hundred twenty (120) days after receipt of a request for appeal. A notice of such an extension must be provided to the Claimant within the initial sixty (60) day period and must explain the special circumstances and provide an expected date of decision. The reviewer shall afford the Claimant an opportunity to review and receive, without charge, all relevant documents, information and records and to submit issues and comments in writing to the Committee. The reviewer shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim regardless of whether the information was submitted or considered in the initial benefit determination.

16.5  Notice of Decision on Appeal . If the Committee denies the appeal, it must provide to the Claimant, in writing or by electronic communication, a notice which includes:

(a) The specific reason(s) for the denial;

(b) Specific references to the pertinent Plan provisions on which such denial is based;

(c) A statement that the Claimant may receive on request all relevant records at no charge;

(d) A description of the Plan’s voluntary procedures and deadlines, if any;

(e) A statement of the Claimant’s right to sue under Section 502(a) of ERISA; and

(f) If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request.

16.6  Claims Procedures Mandatory . The internal claims procedures set forth in this Section 16 are mandatory. If a Claimant fails to follow these claims procedures, or to timely file a request for appeal in accordance with this Section 16 , the denial of the Claim shall become final and binding on all persons for all purposes.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Web.com Group, Inc. has adopted this Plan as of the Effective Date written above.

Exhibit 10. 3

TRUST UNDER AGREEMENT

THIS AGREEMENT is made this 15 ^th day of June, 2012 by and between Web.com Group, Inc., organized under the laws of the State of Delaware  and having its  principal office and place of business in Florida   (the “Company”) and Reliance Trust Company, a trust organization under the laws of the United States of America and having its principal office and place of business in Atlanta, Georgia, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company has adopted the Deferred compensation Plan, and the supplemental Executive Retirement Plan which are unfunded executive benefit plans providing deferred compensation benefits to a select group of its management or highly compensated employees (collectively, the “Plan”); and

WHEREAS, the Plan contemplates that employees of the Company may become participants in the Plan; and

WHEREAS, the Company has incurred or expects to incur liability under the terms of the Plan with respect to the employees who participate in the Plan (the “Participants”); and

WHEREAS, the Company wishes to establish a trust (the “Trust”) and to contribute to the Trust assets that shall be held therein, subject to the claims of the Company’s creditors in the event of the Company’s insolvency, as herein defined, until paid to the Plan participants and their beneficiaries in such manner and at such times as specified in the Plan or paid to the Company in accordance herewith; and

WHEREAS, it is the intention of the parties that the Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded Plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees according to Title I of the Employee Retirement Income Security Act of 1974 as amended; and

WHEREAS, it is the intention of the Company to make contributions to the Trust to provide a source of funds to assist it in the meeting of its liabilities under the Plan.

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1.   ESTABLISHMENT OF TRUST

(a) The Company hereby deposits with Trustee in trust $100.00, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The Company shall have the right to make additional deposits from time to time in its sole discretion.

(b) The Trust hereby established shall be irrevocable.

(c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of Subpart E, part I, subchapter J, chapter I, subtitle A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and shall be construed accordingly.

(d) The Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of the Participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.

(e) The Trustee agrees to accept additional deposits made by the Company pursuant to Section 1 (a) hereof, and contributions that are paid to it by the Company in accordance with the terms of this Trust Agreement. Such additional deposits and contributions shall be in cash or in such other form that may be acceptable to the Trustee, including but not limited to policies of life insurance. The Trustee shall have no duty to determine or collect contributions under the Plan and shall have no responsibility for any property until it is received and accepted by the Trustee. The Company shall have the sole duty and responsibility for the determination of the accuracy and sufficiency of the deposits and contributions to be made under the Plan, the transmittal of the same to the Trustee and compliance with any statute, regulation or rule applicable to contributions.

Section 2.   PAYMENTS TO PARTICIPANTS AND THEIR BENEFICIARIES

(a) From time to time, the Company may deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Participant (and his or her beneficiaries), that provides a formula or other instructions for determining the amounts payable, the form in which such amounts are to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Payment Schedule and shall pay amounts withheld to the appropriate taxing authorities or determine that such amount have been reported, withheld and paid by the Company. If the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Payment Schedule, the Company shall make the balance of each such payment as it falls due. The Trustee shall notify the Company where principal and earnings are not sufficient.

(b) Upon the receipt by the Trustee of (i) a written notice from the Company, indicating that the Plan has been completely terminated and (ii) a Payment Schedule, indicating how payments shall be made as a result of the termination of the Plan, the Trustee shall pay to each Participant his or her account balance under the Plan in accordance with the terms of such Payment Schedule. Notwithstanding the foregoing, upon the termination of the Plan the Company shall be entitled to make payment of benefits directly to the Participant or their beneficiaries in accordance with subsection (e) below.

(c) The Company hereby agrees that the Authorized Party (as defined below) shall have the exclusive responsibility, and the Trustee shall not have any responsibility or duty under this Trust Agreement for determining that the Payment Schedule is in accordance with the terms of the Plan and applicable law, including without limitation, the amount, timing or method of payment and the identity of each person to whom such payments shall be made. The Trustee shall have no responsibility or duty to determine the tax effect of any payment or to see to the application of any payment.

(d) The entitlement of a Participant or his or her beneficiaries to the benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.

(e)  The Company may make payment of benefits directly to the Participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly to Participants or their beneficiaries. If the Company makes payments according to this subsection the Company shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities.

(f)   The Company shall furnish the Trustee with a written list of the names, signatures and extent of authority of all persons authorized to direct Trustee and otherwise act on behalf of the Company and the Participants under the terms of this Trust Agreement (“Authorized Party”). The Trustee shall be entitled to rely on and shall be fully protected in acting upon direction from an Authorized Party until notified in writing by the Company, as appropriate, of a change of the identity of an Authorized Party.

(g)   In accordance with the procedures mutually acceptable to the Company and Trustee, all directions and instructions to the Trustee from an Authorized Party, including but not limited to the Payment Schedule, shall be in writing, transmitted by mail or by facsimile or shall be an electronic transmission, provided the Trustee may, in its discretion, accept oral directions and instructions and may require confirmation in writing (“Authorized Instructions”).

Section 3.   TRUSTEE RESPONSIBILITY REGARDING PAYMENT TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT

(a)   The Trustee shall cease payment of benefits to the Participants who are current or former employees of the Company and their beneficiaries if it receives notice that the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b)   At all times during the continuance of this Trust’ as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.

(1)   The Board of Directors and the Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of the Company’s Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending such determination, the Trustee may discontinue payment of benefits to the Participants or their beneficiaries.

(2)   Unless the Trustee has actual knowledge of the Company’s Insolvency, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency.

(3)   If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments of benefits to the Participants and their beneficiaries and shall hold the assets of the Trust for the benefit of the Company’s general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of the Participants or their beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Plan or otherwise.

(4)   The Trustee shall resume the payment of benefits to the Participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent). The Trustee may rely on evidence concerning Insolvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning Insolvency. If there is a dispute about Insolvency, the Trustee shall have the right to require the Company to employ and pay for the services of an independent expert to render a written opinion to the Trustee addressing the question of Insolvency.

(c)   Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(a) and (b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to the Participants or their beneficiaries according to the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Participants or their beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance. The Trustee may require a new Payment Schedule from the Company in such event.

Section 4.   PAYMENTS TO COMPANY

(a)   Except as provided in Sections 3 and in this Section 4(b), because the Trust is irrevocable, in accordance with Section 1(b) hereof, the Company shall not have the right or the power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits have been made to Participants or their beneficiaries pursuant to the terms of the Plan.

(b)   In the event the Company makes payment of benefits directly pursuant to Section 2(e) hereof, the Company may file proof of such payment with the Trustee and request to be reimbursed for said payment. The Trustee shall reimburse the Company for amounts not exceeding the Company’s costs of making Plan payments. The Trustee shall not be obligated to verify the amount of payment beyond receipt of reasonable proof (e.g. cancelled check).

Section 5.    INVESTMENT AUTHORITY

(a)   The Trustee shall invest and reinvest the principal and income of the Trust as directed by Company or its properly designated agent which directions may be changed from time to time. To the maximum extent permitted by law, the Trustee shall have no duty or responsibility (i) to advise with respect to, or inquire as to the propriety of, any such investment direction or (ii) for any investment decisions made with respect to the Trust by the Company. In the absence of investment direction, the Trustee shall have no obligation to invest Trust assets, but may invest Trust assets in any manner permitted under Section 5(d).

(b)   The Trustee may invest in securities (including stock or rights to acquire stock) or obligations issued by the Company. All rights associated with assets of the Trust shall be exercised by the Trustee and shall in no event be exercised by or rest with Plan participants, except that voting rights with respect to Trust assets will be exercised by the Company, unless an investment adviser has been appointed pursuant to Section 5(a) and voting authority has been delegated to such investment adviser.

(c)   The Company shall have the right at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value, for any asset held by the Trust. This right is exercisable by the Company in a non-fiduciary capacity without the approval or consent of any person in a fiduciary capacity.

(d)   In administering the Trust and carrying out the instructions of the Company in accordance with Section 5(a) above, the Trustee shall be specifically authorized to:

(l)   To invest and reinvest the Trust assets, together with the income therefrom, in common stock, preferred stock, convertible preferred stock, bonds, debentures, convertible debentures and bonds, mortgages, notes, commercial paper and other evidences of indebtedness, shares of mutual funds, guaranteed investment contracts, bank investment contracts, other securities, policies of life insurance, other insurance contracts, annuity contracts, options, options to buy or sell securities or other assets, and all other property of any type (personal, real or mixed, and tangible or intangible);

(2)   To deposit or invest all or any part of the assets of the Trust in savings accounts or certificates of deposit or other deposits in a bank or savings and loan association or other depository institution, provided such deposits bear a reasonable interest rate;

(3)   To submit or cause to be submitted to the Company, all information received by the Trustee regarding ownership rights pertaining to property held in the Trust;

(4)   To hold, manage, improve, repair and control all property, real or personal, forming part of the Trust; to sell, convey, transfer, exchange, partition, lease for any term, even extending beyond the duration of this Trust, and otherwise dispose of the same from time to time;

(5)   To make, execute and deliver any and all documents, agreements or other instruments in writing as are necessary or desirable for the accomplishment of any of the powers and duties set forth in this Trust Agreement;

(6)   To hold in cash, without liability for interest, such portion of the Trust as is pending investment, or payment of expenses, or the distribution of benefits;

(7)   To take such actions as may be necessary or desirable to protect the Trust from loss due to the default on mortgages held in the Trust including with the consent of an Authorized Party the appointment of agents or trustees in such other jurisdictions as may seem desirable, the transfer of property to such agents or trustees as is necessary, or the grant to such agents such powers as are necessary or desirable to protect the Trust.

(8)   To vote in person or by general or limited proxy, as directed by an Authorized Party, any securities in which the Trust is invested and similarly to exercise, personally or by general or limited power of attorney, as directed by an Authorized Party, any right appurtenant to any authorized investment held in the Trust.

(9)   To maintain accounts at, execute transactions through, and lend on an adequately secured basis stocks, bonds or other securities to, any brokerage or other firm, including any firm which is an affiliate of Trustee;

(10) To exercise all of the further rights, powers, options and privileges granted, provided for, or vested in trustees generally under the laws of the state in which the Trustee has its principal place of business so that the powers conferred upon the Trustee herein shall not be in limitation of any authority conferred by law, but shall be in addition thereto.

(e)  The Trustee may exercise the powers described in this Section 5(d) with or without Authorized Instructions, but where the Trustee acts on Authorized Instructions, the Trustee shall be fully protected as described in Section 9.

Section 6.   ADDITIONAL POWERS OF TRUSTEE.

(a)  To the extent necessary or which it deems appropriate to implement its powers under Section 5 or otherwise to fulfill any of its duties and responsibilities as Trustee of the Trust, the Trustee shall have the following additional powers and authority:

(1)  To register securities, or any other property, in its name or in the name of any nominee, including the name of any affiliate or the nominee name designated by any affiliate, with or without indication of the capacity in which property shall be held, or to hold securities in bearer form and to deposit any securities or other property in a depository or clearing corporation;

(2)  Upon receiving the consent of an Authorized Party, to designate and engage the services of, and to delegate powers and responsibilities to, such agents, representatives, advisers, counsel and accountants as the Trustee considers necessary or appropriate and, as part of its expenses under this Trust Agreement, to pay their reasonable expenses and compensation;

(3)  To make, execute and deliver, as Trustee, any and all deeds, leases, mortgages, conveyances, waivers, releases or other instruments in writing necessary or appropriate for the accomplishment of any of the powers listed in this Trust Agreement; and

(4)  Generally to do all other acts which the Trustee deems necessary or appropriate for the protection of the Trust.

(5)  The Trustee at the direction of the Company may appoint a Custodian, acceptable to the Company, to safeguard the assets of the Trust. The Company hereby authorizes and directs the Trustee to enter into such agreements with the Custodian as may be necessary to establish an account with the Custodian. For administrative purposes, contributions deposited to the appointed Custodian shall be deemed as contributions deposited with the Trustee on behalf of the Trust.

Section 7.    DISPOSITION OF INCOME.

During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

Section 8.    ACCOUNTING BY TRUSTEE.

(a)  The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within 90 days following the close of each calendar quarter, or at such other additional times as may be reasonably requested by the Company, and within 90 days after removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

(b)  The Trustee shall be entitled to rely on the Recordkeeper (the provider of recordkeeping services for the Plan Administrator) or the Custodial Agent (the custodian of investments), if any other than Trustee, for the maintenance and provision of all records specified in this Section 8.

Section 9.   RESPONSIBILITY AND INDEMNITY OF THE TRUSTEE.

(a)  The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Plan(s) and this Trust and is given in writing by the Company or in such other manner prescribed by the Trustee. In the absence of direction, request or approval from the Company, the Trustee shall also incur no liability to any person for any failure to perform an act not contemplated by or in conformity with, the terms of this Trust. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b)  The Company hereby indemnifies the Trustee and each of its affiliates (collectively, the “Indemnified Parties”) against, and shall hold them harmless from, any and all loss, claims, liability, and expense, including reasonable attorneys’ fees, imposed upon or incurred by any Indemnified Party as a result of any acts taken, or any failure to act, in accordance with the directions from the Company or any designee of the Company, or by reason of the Indemnified Party’s good faith execution of its duties with respect to the Trust, including, but not limited to, its holding of assets of the Trust. The Company’s obligations in the foregoing regard shall be satisfied promptly by the Company, provided that in the event the loss, claim, liability or expense involved is determined by a no longer appealable final judgment entered in a lawsuit or proceeding to have resulted from the negligence or misconduct of the Trustee, the Trustee shall promptly on request thereafter return to the Company any amount previously received by the Trustee under this Section 9(b) with respect to such loss, claim, liability or expense. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust without direction from the Company.

(c)   The Trustee shall incur no liability to anyone for any action that it or the Custodian as its delegate takes pursuant to a direction, request or approval given by the Company, Participants, the Investment Committee, the Administrator or by any other party (including, without limitation, the Recordkeeper and any of its agents) to whom authority to give such directions, requests or approvals is delegated under the powers conferred upon the Company, Participants, the Investment Committee, the Administrator or such other party under this Agreement.

(d)   The Trustee, upon receipt of the consent of an Authorized Party, at the expense of the Trust or the Company, may consult with legal counsel (who may also be counsel for Company generally) with respect to any of its duties or obligations hereunder.

(e)   The Trustee, upon receipt of the consent of an Authorized Party, may hire agents, accountants, actuaries, investment advisers, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

(f)   The Trustee shall have, without exclusion, all powers conferred on the Trustee by applicable law, unless expressly provided herein, provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall not have the power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy.

(g)   Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

(h)   The Trustee shall not be liable for any expense, loss, claim or damage (including counsel fees) suffered by the Participants arising out of or caused by any delay in, or failure of, performance by the Trustee, in whole or in part, arising out of, or caused by, circumstances beyond the Trustee’s control, including without limitation: acts of God, interruption, delay in, or loss (partial or complete) of electrical power or external computer (hardware or software) or communication services (including access to book- entry securities systems maintained by Federal Reserve Bank of New York and/or any clearing corporation); act of civil or military authority; sabotage; natural emergency; epidemic; war or other government actions; civil disturbance; flood, earthquake, fire, other catastrophe; strike or other labor disturbance by employees of nonaffiliates; governmental, judicial, or self regulatory organization order, rule or regulation; riot; energy or natural resource difficulty or shortage; and inability to obtain materials, equipment or transportation.

(i)   If (1) there is any disagreement or dispute in connection with the Trust or the subject matter hereof, including any dispute between the Trustee, the Company or any Participant, or between the Company, any Participant or any person not a party to the Trust or (2)  there are adverse or inconsistent claims or demands upon, or inconsistent with instructions to the Trustee, or (3)  the Trustee in good faith is in doubt as to what action to take pursuant to the Trust, the Trustee may at its election refuse to comply with any such claims, demands or instructions, or refuse to take any other action pursuant to this Trust until (i) the rights of all persons involved in the dispute have been fully and finally adjudicated by a court of competent jurisdiction or the Trustee has resolved any such doubts to its good faith satisfaction; or (ii) all disputes have been resolved between the persons involved and the Trustee has received written notice thereof satisfactory to it from all such persons. Without limiting the generality of the foregoing, the Trustee may at its election interplead the subject matter of this Trust Agreement with a court of competent jurisdiction, or commence judicial proceedings for a declaratory judgment, and the Trustee shall be entitled to recover from the Company or the Trust, both collectively and individually, the Trustee’s attorneys’ fees, expenses and costs in connection with any such interpleader or declaratory judgment action

(j)   The Trustee is not a party to, and has no duties or responsibilities under, the Plan other than those that may be expressly contained in this Trust Agreement. In any case in which a provision of this Trust Agreement conflicts with any provision of the Plan, the Plan shall control. The Trustee shall have no duties, responsibilities or liability with respect to the acts or omissions of any prior or successor trustee.

Section 10.   COMPENSATION AND EXPENSES OF TRUSTEE

(a)  The Company shall pay all administrative and Trustee’s fees and expenses under this Trust Agreement as mutually agreed in writing, and, if not so paid, such fees and expenses may be withdrawn from the Trust by the Trustee. If the Trustee advances cash or securities for any purpose, including the purchase or sale of foreign exchange or of contracts for foreign exchange, or in the event that the Trustee shall incur or be assessed taxes, interest, charges, expenses, assessments, or other liabilities in connection with the performance of this Trust Agreement, except such as may arise from its own negligent action, negligent failure to act or misconduct, any property at any time held for the Trust shall be security therefor and the Trustee shall be entitled to collect from the Company or, if not paid, from the Trust sufficient cash for reimbursement of such taxes, interest, charges, expenses, assessments or other liabilities. If cash is insufficient, the Trustee may dispose of the assets of the Trust to the extent necessary to obtain the aforesaid reimbursement. To the extent the Trustee advances funds to the Trust for disbursements or to effect the settlement of purchase transactions, the Trustee shall be entitled to collect from the Company or, if not so paid, from the Trust either (i) with respect to domestic assets, an amount equal to what would have been earned on the sums advanced (an amount approximating the “federal funds” interest rate) or (ii) with respect to non-domestic assets, the rate applicable to the appropriate foreign market.

Section 11.    RESIGNATION AND REMOVAL OF TRUSTEE

(a)  The Trustee may resign at any time by written notice to the Company, which shall be effective 60 days after receipt of such notice unless the Company and the Trustee agree otherwise.

(b)  The Trustee may be removed by the Company on 60 days notice or upon shorter notice accepted by the Trustee.

(c)  Upon resignation or removal of the Trustee and appointment of a successor trustee, all assets shall subsequently be transferred to the successor trustee. The transfer shall be completed within 120 days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit.

(d)  If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 12 hereof, by the effective date of resignation or removal under paragraphs (a) or (b) of this Section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Section 12.   APPOINTMENT OF SUCCESSOR.

(a)  If the Trustee resigns or is removed in accordance with Section 11(a) or (b) hereof, subject to the requirements of Section 11, the Company may appoint any third party, such as a bank trust department or other entity that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new trustee, who shall have all of the rights and powers of the former trustee, including ownership rights in the Trust assets. The former trustee shall execute any instrument necessary or reasonably requested by the Company or the successor trustee to evidence the transfer.

(b)  The successor trustee need not examine the records and acts of any prior trustee and may retain or dispose of existing Trust assets, subject to Sections 8 and 9 hereof. The successor trustee shall not be responsible for and the Company shall indemnify and defend the successor trustee from any claim or liability resulting from any action or inaction of any prior trustee or from any other past event, or any condition existing at the time it becomes successor trustee.

Section 13.    AMENDMENT OR TERMINATION

(a)  This Trust Agreement may be amended by a written instrument executed by the Trustee and the Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan or shall make the Trust revocable.

(b)  The Trust shall not terminate until the date on which the Participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan. Upon termination of the Trust, any assets remaining in the Trust shall be returned to the Company.

(c)   Upon written approval of the Participants or beneficiaries entitled to payment of benefits pursuant to the terms of the Plan, the Company may terminate this Trust prior to the time all benefit payments under the Plan have been made. All assets in the Trust at termination shall be returned to the Company.

Section 14.   MISCELLANEOUS.

(a)   Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b)   Benefits payable to Participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal equitable process.

(c)   This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

(d)   Neither the Company nor the Trustee may assign this Trust Agreement without the prior written consent of the other. This Trust Agreement shall be binding upon, and inure to the benefit of, the Company, The Trustee and their respective successors and permitted assigns. Any entity, which shall by merger, consolidation, purchase, or otherwise, succeed to substantially all the trust business of the Trustee shall, upon each succession and without any appointment or other action by the Company, be and become successor trustee hereunder, upon notification to Company.

(e)   The provisions of this Trust Agreement are intended to benefit only the parties hereto, their respective successors and assigns, and the Participants and their beneficiaries under the Plan. There are no other third party beneficiaries.

(f)   The Company and the Trustee hereby each represents and warrants to the other that it has full authority to enter into this Trust Agreement upon the terms and conditions hereof and that the individual executing this Trust Agreement on its behalf has the requisite authority to bind the Company or the Trustee to this Trust Agreement.

(g)   This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and such counterparts shall constitute but one and the same instrument and may be sufficiently evidenced by one counterpart.

Section 15.   EFFECTIVE DATE

(a)  The effective date of this Trust Agreement shall be July 1, 2012.

IN WITNESS WHEREOF, the Company and the Trustee have executed this Trust Agreement each by action of a duly authorized person.