Exhibit 4.2(a)

MACDERMID, INCORPORATED

EMPLOYEE SAVINGS AND 401(K) PLAN

(Established Effective January 1, 2014)

MACDERMID, INCORPORATED

EMPLOYEE SAVINGS AND 401(K) PLAN

Table of Contents

Page

ARTICLE I Preamble    4

ARTICLE II Definitions and Construction    4

2.1    “Administrator”    4

2.2    “Affiliated Company”    4

2.3    “Annual Addition”    4

2.4    “Approved Leave”    4

2.5    “Board of Directors”    5

2.6    “Break in Service”    5

2.7    “Catch-Up Contribution”    5

2.8    “Catch-Up Contribution Limit”    5

2.9    “Code”    5

2.10    “Company”    5

2.11    “Company Matching Contribution”    5

2.12    “Company Matching Contribution Account”    6

2.13    “Company Non-Elective Contribution”    6

2.14    “Company Non-Elective Contribution Account”    6

2.15    “Compensation”    6

2.16    “Continuous Employment”    8

2.17    “Credited Service”    8

2.18    “Effective Date”    8

2.19    “Elective Contribution”    8

2.20    “Elective Contribution Account”    8

2.21    “Employee”    8

2.22    “Employer Profit Sharing Contribution”    9

2.23    “Employer Profit Sharing Contribution Account”    9

2.24    “ERISA”    9

2.25    “Fiduciary”    9

2.26    “Forfeiture”    9

2.27    “Highly Compensated Employee”    9

2.28    “Hours of Service”    9

2.29    “Income”    13

2.30    “Investment Committee”    13

2.31    “Investment Manager”    13

2.32    “Normal Retirement Age”    13

2.33    “Participant”    13

2.34    “Plan”    13

2.35    “Plan Year” or “Limitation Year”    13

2.36    “Roth Elective Contribution”    13

2.37    “Roth Elective Contribution Account”    13

2.38    “Trustee”    14

2.39    “Trust Agreement”    14

2.40    “Trust Fund”    14

2.41    “Valuation Date”    14

ARTICLE III Participation and Service    15

3.1    Participation.    15

3.2    Automatic Enrollments.    15

3.3    Termination of Participation.    16

3.4    Rejoining After Termination of Participation.    16

3.5    Inactive Status.    16

3.6    Military Service.    16

ARTICLE IV Contributions    17

4.1    Employer Profit Sharing Contributions.    17

4.2    Employer Non-Elective Contributions.    17

4.3    Elective Contributions.    18

4.4    Employee Roth Contributions.    20

4.5    Employer Matching Contributions.    20

4.6    Limitations on Allocations to Participants.    21

4.7    Limit on Contributions of Company.    26

4.8    Limited Return of Contributions.    26

ARTICLE V Allocations to Participants’ Accounts    27

5.1    Individual Accounts.    27

5.2    Computation and Allocation of Employer Profit Sharing Contributions.    27

5.3    Allocation of Company Contributions.    27

5.4    Allocation of Elective Contributions.    27

5.5    Allocation of Income and Dividends.    27

5.6    Forfeitures.    28

5.7    Account Value.    28

5.8    Investment Options Under Plan.    28

5.9    Transfers Among Investment Funds.    29

5.10    Special Diversification Requirements    29

5.11    Interest of Participants in Trust Fund.    30

ARTICLE VI Benefits    31

6.1    Retirement.    31

6.2    Disability.    31

6.3    Benefits on Death.    31

6.4    Vesting.    32

6.5    Changes in Vesting Schedule.    32

6.6    Manner of Payment of Benefits.    32

6.7    Cash‑Outs of Certain Benefits.    34

6.8    Restoration of Benefits.    35

6.9    Direct Rollover.    35

6.10    Immediate Distributions.    35

6.11    Required Distributions.    36

6.12    Latest Commencement Date of Benefits.    37

6.13    Nonalienation of Benefits.    37

6.14    Distributions Required by a Qualified Domestic Relations Order.    39

6.15    No Vested Rights.    39

6.16    Incapacity of Payee.    39

6.17    In-Service Distributions.    39

ARTICLE VII Withdrawals    39

7.1    Hardship Withdrawals.    39

7.2    Loans To Participants.    41

ARTICLE VIII Top‑Heavy Provisions    43

8.1    Top‑Heavy Minimum Contributions.    43

8.2    Top‑Heavy Vesting.    43

8.3    Definitions.    43

8.4    Determination of Top Heavy Status.    45

8.5    Matching Contributions.    45

ARTICLE IX Trustee    46

9.1    Appointment.    46

9.2    Removal and Replacement.    46

9.3    Changes in Trust Arrangements.    46

9.4    Group or Common Trust Funds.    46

ARTICLE X Administration of Plan    47

10.1    Allocation of Fiduciary Responsibility.    47

10.2    Appointment of Administrator.    47

10.3    Power and Duties.    47

10.4    Effect of Interpretation or Determination.    48

10.5    Nondiscriminatory Exercise of Authority.    49

10.6    Named Fiduciary.    49

10.7    Indemnification.    49

10.8    Examination of Records.    49

10.9    Claims and Review Procedures.    49

10.10    Membership of Investment Committee.    50

10.11    Action by Investment Committee.    50

10.12    Investment Instructions.    50

10.13    Nondiscrimination and Standard of Care.    51

10.14    Payment of Expenses.    51

10.15    Compensation and Indemnification.    51

ARTICLE XI Amendment and Termination    52

11.1    Amendment.    52

11.2    Termination.    53

11.3    Notices with Respect to Termination.    53

ARTICLE XII Miscellaneous Provisions    54

12.1    Participant and Employee Rights.    54

12.2    Exclusive Benefit.    54

12.3    Release by Participants.    54

12.4    Merger.    54

12.5    Governing Law.    54

ARTICLE I

Preamble

This instrument sets forth the terms and conditions of the MacDermid, Incorporated Employee Savings and 401(k) Plan (the “Plan”) established effective generally as of January 1, 2014. The Plan and the related trust are intended to qualify as a discretionary contribution individual account plan under Section 401(a) and Section 501(a) of the Code, respectively, and the cash-or-deferred arrangement under the Plan is intended to qualify under Section 401(k) of the Code.

Definitions and Construction

Whenever used in this instrument:

1.1     “Administrator” means the person or persons appointed pursuant to Article X to administer the Plan in accordance with said Article.

1.2     “Affiliated Company” means (a) any corporation (other than the Company) which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) with the Company; (b) any trade or business (other than the Company), whether or not incorporated, which is under common control (as defined in Section 414(c) of the Code) with the Company; (c) any trade or business (other than the Company) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) of which the Company is also a member; or (d) any entity (other than the Company) required to be aggregated with the Company pursuant to regulations issued under Section 414(o) of the Code; provided , that the term “Affiliated Company” shall not include any corporation, unincorporated trade or business or other entity prior to the date on which such corporation, trade or business or entity satisfies the affiliation or control test of (a), (b), (c) or (d) above. In identifying “Affiliated Companies” for purposes of Section 4.6(a), the definitions in Sections 414(b) and (c) of the Code will be modified as provided in Section 415(h) of the Code.

1.3     “Annual Addition” means the sum of the following amounts credited to a Participant’s account for any limitation year: (a) Company contributions; (b) Participant contributions; and (c) forfeitures. Notwithstanding the foregoing, a Participant’s Annual Additions do not include a Participant’s rollovers, loan repayments, Catch-up Contributions, repayments of prior Plan distributions, direct transfers of contributions from another plan to this Plan, deductible contributions to a simplified employee pension plan, or voluntary deductible contributions.

1.4     “Approved Leave” means a leave of absence authorized by the Company under the Company’s standard personnel practices; provided , that all persons under similar circumstances must be treated alike in the granting of such Approved Leaves; and provided further, that the Participant returns within the period specified in the Approved Leave.

1.5     “Board of Directors” means the Board of Directors of MacDermid, Incorporated.

1.6     “Break in Service” means one or more consecutive One Year Breaks in Service. The term “One Year Break in Service” means, with respect to any person, a Plan Year during which the person does not complete 500 or more Hours of Service, except as otherwise provided herein. An Approved Leave shall not constitute a Break in Service, but shall not be considered as Credited Service under the Plan, except as otherwise specifically provided herein.

1.7     “Catch-Up Contribution” means Elective Contributions made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are age 50 or over by the end of their taxable year. An otherwise applicable Plan limit is a limit in the Plan that applies to Elective Contributions without regard to Catch-Up Contributions, such as (a) the limit on Annual Additions; (b) the dollar limit on elective deferrals under Code Section 402(g) (not counting Catch-Up Contributions); (c) the limit imposed by the actual deferral percentage test under Code Section 401(k)(3); or (d) a Plan imposed limit set forth in a resolution properly executed by the Company which is considered to be an amendment to the Plan. Catch-Up Contributions are not subject to the limit on Annual Additions, are not counted in the actual deferral percentage test, and are not counted in determining the top heavy minimum allocations under Code Section 416. However, Catch-Up Contributions made in prior years are counted in determining whether the Plan is top-heavy under Article VIII. The total amount of Catch-Up Contributions for any taxable year will not exceed the Catch-Up Contribution Limit.

1.8     “Catch-Up Contribution Limit” means the statutory limit on Catch-Up Contributions for a Participant for any taxable year. A Participant’s Catch-Up Contributions for a taxable year may not exceed (a) the dollar limit on Catch-Up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year, or (b) when added to other Elective Contributions, 100% of the Participant’s Compensation for the taxable year. The dollar limit on Catch-Up Contributions under Code Section 414(v)(2)(B)(i) is $5,000, subject to adjustment by the Secretary of the Treasury for cost-of-living increases under Code Section 414(v)(2)(C). Any such adjustments will be in multiples of $500.

1.9     “Code” means the Internal Revenue Code of 1986, as from time to time amended.

1.10     “Company” means MacDermid, Incorporated, a corporation organized and existing under the laws of the State of Connecticut, and any Affiliated Company which adopts the Plan with the consent of MacDermid, Incorporated. Without limiting the foregoing, the meaning of the term “Company” includes (i) Platform Delaware Holdings, Inc. with respect to employees of such entity as of the Effective Date, and (ii) Platform Specialty Products Corporation with respect to employees of such entity as of the Effective Date.

1.11     “Company Matching Contribution” means a Company contribution made to the Plan on behalf of a Participant on account of a Participant’s Elective Contributions. A Company Matching Contribution that is intended to constitute a qualified matching contribution means a Company contribution made to the Plan on account of Elective Contributions made by a Participant that is subject to the distribution (but financial hardship distributions are not permitted) and non-forfeitability requirements of Code Section 401(k) when made to the Plan. Qualified matching contributions are available for either the actual deferral percentage or actual contribution percentage test. Qualified matching contributions may be used to satisfy the top heavy minimum allocation requirement pursuant to Article VIII. Qualified matching contributions can only be distributed upon the earliest to occur of the following dates: (a) a Participant separates from service with the Company; (b) a Participant dies; (c) a Participant suffers a disability; (d) an event that is described in Code Section 401(k)(10) occurs; or (e) a Participant reaches age 59½ (if on or before such date, a pre-retirement in-service withdrawal of qualified matching contributions is permitted under the Plan).

1.12     “Company Matching Contribution Account ” means the account to which a Participant’s Company Matching Contributions are allocated.

1.13     “Company Non-Elective Contribution” means a Company contribution that (a) is allocated to a Participant’s Non-Elective Contribution Account, (b) the Participant may not elect to receive in cash until such contributions are distributed from the Plan; and (c) is not intended to be used to automatically satisfy the actual deferral percentage test. A Company Non-Elective Contribution that is intended to constitute a “qualified non-elective contribution” means a Company contribution (other than a Matching Contribution) that is allocated to Participant’s account and that satisfies the following requirements: (a) a qualified non-elective contribution may be used for the purpose of satisfying either the actual deferral percentage or actual contribution percentage test; (b) a Participant may not elect to receive a qualified non-elective contribution in cash until distributed from the Plan; (c) a qualified non-elective contribution is subject to the distribution (but financial hardship distributions are not permitted) and non-forfeitability requirements of Code Section 401(k) when made to the Plan. Qualified non-elective contributions may be used to satisfy the top heavy minimum allocation requirement under Article VIII. Any allocation formula for a qualified non-elective contribution must satisfy the additional requirements in Treasury Regulation Section 1.401(k)-2(a)(6) in order to be used in the actual deferral percentage test and Treasury Regulation Section 1.401(m)-2(a)(6) in order to be used in the actual contribution percentage test. Qualified non-elective contributions can only be distributed upon the earliest to occur of the following dates: (a) a Participant separates from service with the Company; (b) a Participant dies; (c) a Participant suffers a disability; (d) an event that is described in Code Section 401(k)(10) occurs; or (e) a Participant reaches age 59½ (if on or before such date, a pre-retirement in-service withdrawal of qualified non-elective contributions is permitted under the Plan).

1.14     “Company Non-Elective Contribution Account” means the account to which a Participant’s Company Non-Elective Contributions are allocated.

1.15     “Compensation” means, with respect to any Employee for a Plan Year:

including but not limited to commissions paid to salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, reimbursements, expense allowances, and any amounts includible in an Employee’s gross income under Section 409A, but not including any items excludable from the definition of compensation under Treasury Regulation Section 1.415(c)-2(d)(3).

For all other purposes under the Plan, for any Employee, the Employee’s total compensation which is reportable as income subject to federal income tax withholding paid to the Employee during the Plan Year or which would have been so paid if not deferred by the Employee’s election under Section 4.3 or under any cafeteria plan maintained by the Company.

Consistent with Section 401(a)(17) of the Code, the Compensation of each Participant for any Plan Year shall be limited to $200,000 (as adjusted from time to time by the Secretary of the Treasury or his delegate).

1.16     “Continuous Employment” means the aggregate regular and customary employment by the Company for a period of one or more complete Plan Years, including periods of Approved Leave, and shall include all complete Plan Years of employment whether continuous or interrupted. If an Employee is absent solely because of sickness or disability, he shall be deemed an eligible Employee continuously employed during such period as the Company continues him on its payroll, but he shall not be deemed an eligible Employee or continuously employed during such absence after such period unless absent on Approved Leave.

1.17     “Credited Service” means, with respect to any person, the number of Plan Years during each of which such person has completed at least 1,000 Hours of Service; provided, however, that:

1.18     “Effective Date” means, with respect to the restatement of the Plan set forth in this instrument, January 1, 2014.

1.19     “Elective Contribution” means the contribution made to the Plan on behalf of a Participant under Section 4.3(a).

1.20     “Elective Contribution Account” means an Elective Contribution Account maintained for a Participant to record his Elective Contributions and adjustments thereto.

1.21     “Employee” means any person between whom and the Company or an Affiliated Company there exists the common law relationship of employee and employer and who is receiving remuneration for personal services rendered to the Company or an Affiliated Company, as the case may be, including any person absent on Approved Leave and any person who is also an officer or director of the Company or an Affiliated Company, but excluding (a) any person who merely receives from the Company, an Affiliated Company or the Trust a retirement allowance or benefit, retainer or fee under contract but who is not otherwise an employee, (b) any employee who is regularly assigned to a position that is covered by or subject to a general bargaining obligation, agreement or good faith impasse between the Company or an Affiliated Company and a labor organization which the Company or the Affiliated Company is legally obligated to recognize as such employee’s exclusive bargaining representative, except to the extent that the bargaining agreement between the Company (or Affiliated Company) and such representative provides otherwise, (c) any person who is a nonresident alien and who receives no earned income from the Company or an Affiliated Company which constitutes income from sources within the United States (within the meaning of Section 861(a)(3) of the Code), and (d) any person engaged by the Company or any Affiliated Company, whether or not pursuant to a written agreement, for a term of less than twelve months, provided , however, that if the duration of such employment equals or exceeds twelve months, such person shall not be excluded from status as an “Employee” by operation of this clause (d). Any person who is a “leased employee,” within the meaning of Section 414(n) of the Code, and any person required to be considered an employee pursuant to regulations under Section 414(o) of the Code, shall be considered an employee to the extent required under such Section; provided , that no such person shall be eligible to become a Participant until he is actually employed by the Company.

1.22     “Employer Profit Sharing Contribution” means the amount contributed by the Company under the Plan for each Plan Year pursuant to Section 4.1.

1.23     “Employer Profit Sharing Contribution Account” means the account maintained for a Participant to record his share of the contributions of the Company under Section 4.1 and adjustments thereto.

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

1.25     “Fiduciary” means the Investment Committee, the Administrator and the Trustee, but only with respect to the specific responsibilities of each with respect to the administration of the Plan and Trust Fund, as provided in Article X.

1.26     “Forfeiture” means the portion of a Participant’s account balances attributable to Company contributions which is forfeited because of termination of employment before full vesting.

1.27     “Highly Compensated Employee” means an Employee who (i) was a 5-percent owner, as defined in Section 416(i)(1) of the Code, of the Company at any time during the Plan Year or the preceding Plan Year, or (ii) for the preceding Plan Year received Compensation from the Company in excess of $80,000 (adjusted as provided in Section 415(d) of the Code), and was in the top twenty percent of all Employees of the Company on the basis of Compensation for such preceding Plan Year.

1.28     “Hours of Service” means for any Employee during any period of time on or after the Effective Date:

(A)    Periods of time during which the Employee has been excused from work by the Company or an Affiliated Company by reason of vacation, holiday, illness, incapacity (including disability), layoff or jury duty; provided , that in the event that such person fails to return to work upon the expiration of the period for which he has been so excused, his employment shall be deemed to terminate upon such expiration;

(B)    Periods of Approved Leave authorized in writing by the Company; provided , that in the event the Employee fails to return to the active employ of the Company or the Affiliated Company upon the expiration of the period of such Approved Leave his employment shall be deemed to terminate upon such expiration;

(B)    In the case of a payment made or due which is not calculated on the basis of units of time, the number of Hours of Service to be credited shall be equal to the amount of the payment divided by the person’s most recent hourly rate of compensation before the period during which no duties are performed. For purposes of this subparagraph (b)(ii)(B), a person’s most recent hourly rate of compensation shall be (1) if his compensation is determined on the basis of an hourly rate, his most recent hourly rate of compensation, (2) if his compensation is determined on the basis of a fixed rate for specified periods of time (other than hours), his most recent rate of compensation for such specified period of time divided by the number of hours regularly scheduled for the performance of duties during such period of time, and (3) if his compensation is not determined on the basis of a fixed rate for specified periods of time, the lowest hourly rate of compensation paid to employees in the same job classification as his, or if no employees in the same job classification have an hourly rate, the minimum wage as established from time to time under Section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended. Any hours to be credited under this subparagraph (b)(ii)(B) shall be credited to the computation period in which the period during which no duties are performed occurs, or if the period during which no duties are performed extends beyond one computation period, shall be allocated between not more than the first two computation periods on any reasonable basis which is consistently applied with respect to all employees within the same job classification, reasonably defined.

such award or agreement pertains; provided , that crediting of Hours of Service under this paragraph (c) with respect to periods described in paragraph (b) shall be subject to the limitations set forth in such paragraph (b).

For purposes of this paragraph (e), an absence from work for maternity or paternity reasons means an absence (i) by reason of the pregnancy of the Employee, (ii) by reason of the birth of a child of the Employee, (iii) by reason of the placement of a child with the Employee in connection with the adoption of such child by such Employee, or (iv) for purposes of caring for such child for a period beginning immediately following such birth or placement.

Hours of Service credited in accordance with this paragraph (e) shall be credited for the computation period in which the absence begins, if necessary to prevent the Employee from incurring a Break in Service in such period, or if not, in the computation period following the period in which the absence begins if necessary to prevent such a Break in Service in that period.

1.29     “Income” means the net gain or loss of the Trust Fund or of a separate investment fund within the Trust Fund, as the case may be, from investments, as reflected by interest payments, dividends, realized and unrealized gains and losses on investments and expenses paid from the Trust Fund. In determining the Income of the Trust Fund or any separate fund for any period, assets shall be valued on the basis of their fair market value.

1.30     “Investment Committee” means a committee appointed by the Board of Directors pursuant to Section 10.1.

1.31     “Investment Manager” means an investment adviser registered under the Investment Advisers Act of 1940, a bank as defined in that Act, or an insurance company qualified to manage, acquire or dispose of assets of the Plan under the laws of more than one State, which is appointed pursuant to Section 10.1 to manage, acquire or dispose of assets of the Plan.

1.32     “Normal Retirement Age” means age 65.

1.33     “Participant” means an Employee of the Company who has become a Participant in the Plan in the manner set forth in Article III.

1.34     “Plan” means the MacDermid, Incorporated Employee Savings and 401(k) Plan contained herein, as from time to time amended.

1.35     “Plan Year” or “Limitation Year” means the 12‑month period ending on December 31.

1.36     “Roth Elective Contribution” means a Participant’s Elective Contribution that (a) is includible in the Participant’s gross income at the time that the Elective Contribution is deferred, and (b) has been irrevocably designated as a Roth Elective Contribution by the Participant in his or her deferral election.

1.37     “Roth Elective Contribution Account” means the account into which a Participant’s Roth Elective Contributions are allocated and deposited. No contributions other than Roth Elective Contributions and properly attributable earnings will be credited to each Participant’s Roth Elective Contribution Account; and gains, losses and other credits or charges will be allocated on a reasonable and consistent basis to such Roth Elective Contribution Account. The Plan will maintain a record of the amount of Roth Elective Contributions in each Participant’s Roth Elective Contribution Account. Distributions from a Participant’s Roth Elective Contribution Account (other than corrective distributions) are not includible in the Participant’s gross income if the distribution is made after 5 years and after the Participant’s death, disability, or age 59½. Earnings on corrective distributions of Roth Elective Contributions are includible in the Participant’s gross income in the same manner as earnings on corrective distributions of Pre-tax Elective Contributions; however, corrective distributions of Roth Elective Contributions are not includible in the Participant’s gross income.

1.38     “Trustee” means, collectively, the trustee or trustees acting under the Trust Agreement.

1.39     “Trust Agreement” means the agreement between the Company and the Trustee establishing the trust.

1.40     “Trust Fund” means the principal and Income of the trust under the Trust Agreement.

1.41     “Valuation Date” means June 30, September 30, December 31 and March 31 of each Plan Year and such other dates as the Administrator may determine.

The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, and the singular shall include the plural, unless the context indicates otherwise. The words “hereof”, “herein”, “hereunder” and other similar compounds of the word “here” shall mean and refer to the entire Plan, and not to any particular provision or Section.

ARTICLE II    

Participation and Service

2.1     Participation .

Each individual who is an Employee of the Company on January 1, 2014 shall become a Participant in the Plan as of the Effective Date; provided , that he is an Employee of the Company on such date. Each other Employee of the Company shall become a Participant in the Plan in accordance with the following:

2.2     Automatic Enrollments . Each Employee eligible to make Elective Contributions pursuant to Section 3.1 shall be deemed to have authorized a reduction in such Employee’s Compensation equal to three percent (3%) of the Employee’s Compensation for the Plan Year, effective for the first payroll period commencing on or after the date such Employee becomes eligible to make Elective Contributions or such later payroll period as the Plan Administrator may designate on a nondiscriminatory basis; provided , that such deemed elections shall not be treated as Roth Elective Contributions (except to the extent so designated by the affected Participant, provided that no such designation shall be applied to Compensation deferred prior to the designation); and provided further that before the date that such an Employee becomes a Participant pursuant to this Section 3.2, the Employee shall be given notice of such deemed authorization and a reasonable opportunity to change the percentage of his or her Compensation (including to zero percent (0%)) to be contributed as Elective Contributions.

2.3     Termination of Participation . A Participant shall cease to be a Participant in the Plan on the first to occur of the following events:

2.4     Rejoining After Termination of Participation . Each Participant whose participation in the Plan terminates as a result of his retirement, disability or termination of employment for reasons other than retirement, disability or death shall again become a Participant as of the first day of his reemployment as an Employee of the Company.

2.5     Inactive Status . In the event that any Participant shall in any Plan Year accumulate 500 or more but less than 1,000 Hours of Employment or be on Approved Leave and have accumulated less than 1,000 Hours of Employment, his account balances attributable to Company contributions shall be placed on inactive status. In such case, such Plan Year shall

not be considered as a period of Credited Service for the purpose of determining the Participant’s vested interest in accordance with Section 6.4, and the Participant shall not share in the Company contribution or in Forfeiture allocations for any such Year, but he shall continue to receive Income allocations with respect to his Accounts in accordance with Section 5.5; and such a Participant shall be eligible to make Elective Contributions. In the event such Participant accumulates 1,000 Hours of Service in a subsequent Plan Year, his account balances attributable to Company contributions shall be restored to active status with full rights and privileges under the Plan restored.

2.6     Military Service . Notwithstanding any provision of the Plan to the contrary, contributions, benefits and service credit with respect to qualified military service shall be provided in accordance with Section 414(u) of the Code.

ARTICLE III    

Contributions

3.1     Employer Profit Sharing Contributions . The Company shall pay over to the Trust Fund for each Plan Year as an Employer Profit Sharing Contribution under the Plan the amount, if any, determined by the Board of Directors in its sole discretion.

The Employer Profit Sharing Contribution for each Plan Year shall be paid over to the Trustee by the Company not later than the time prescribed by law for filing its Federal income tax return, including any extensions thereof, with respect to the Company’s fiscal year ending with, or within which ends, such Plan Year.

The Employer Profit Sharing Contribution shall be prorated between MacDermid, Incorporated and the Affiliated Companies participating in the Plan on the basis of the Compensation attributable to Participants who are Employees of each during the Plan Year and who are eligible to receive a portion of such Contribution in accordance with Section 5.2.

Employer Profit Sharing Contributions will be allocated to the Employer Profit Sharing Contribution Account of each Participant who satisfies the requirements of this Section 4.1 based on the allocation group to which such Participant is assigned. For purposes of this Section 4.1, each Participant will be assigned to a separate allocation group. However, an allocation group cannot consist of a group of non-Highly Compensated Employees with the lowest amount of compensation and/or the shortest service who may represent the minimum number of such employees necessary to satisfy coverage under Code Section 410(b). The Company must notify the Trustee of the Employer Profit Sharing Contribution to be allocated to each allocation group.

A Participant satisfies the requirements of this Section 4.1 and will be eligible to receive an allocation of the Employer Profit Sharing Contribution for a Plan Year if, but only if, the Participant is an Employee on the last day of such Plan Year, provided however that a Participant who separates from service with the Company during a Plan Year will be eligible to receive an allocation of the Employer Profit Sharing Contribution, if any, for such Plan Year if the Participant separates from service due to (i) retirement on or after Normal Retirement Age, (ii) death, or (iii) Disability.

3.2     Employer Non-Elective Contributions . The Company may make Non-Elective Contributions to the Plan, subject to the following provisions:

Company before last day of the allocation period and who on the date of separation from service is an Eligible Employee under Section 3.1(c) will only be a Benefiting Participant for that allocation period as follows: (A) a Participant who separates from service because of retirement on or after Normal Retirement Age will be a Benefiting Participant; (B) a Participant who separates from service because of his or her death will be a Benefiting Participant; (C) a Participant who separates from service because of his or her Disability will be a Benefiting Participant; and (D) a Participant who separates from service for reasons other than retirement on or after Normal Retirement Age, death or Disability will not be a Benefiting Participant.

3.3     Elective Contributions .

A Participant may from time to time change such percentage by entering into a new salary reduction agreement or may at any time voluntarily suspend any Elective Contributions on his behalf by revoking any salary reduction agreement then in effect for him; provided , however , that a Participant who suspends his Elective Contributions may resume such contributions in accordance with Plan procedures.

Elective Contributions shall be paid over to the Trust Fund by the Company as soon as such amounts can reasonably be segregated from the assets of the Company, in accordance with applicable Department of Labor regulations. To the extent required by Treasury Regulation Section 1.401(k)-1(a)(3)(iii), Elective Contributions made by a Participant shall not be paid over to the Trust Fund before the Participant’s performance of services with respect to which the contributions are made (or when the cash or other taxable benefit would be currently available, if earlier); provided , however , that the timing of contributions will not be treated as failing to satisfy this sentence merely because contributions for a pay period are occasionally made before the services with respect to that pay period are performed, if the contributions are made early in order to accommodate bona fide administrative considerations within the meaning of Treasury Regulation Section 1.401(k)-1(a)(3)(iii)(C) and are not paid early with a principal purpose of accelerating deductions.

Elective Contributions shall be fully vested and nonforfeitable at all times. The Administrator shall prescribe such rules as he deems necessary or appropriate as to the form and manner in which elections and salary reduction agreements pursuant to this Section 4.3 are to be made. Elections and agreements shall be made in writing in accordance with such rules as may be prescribed by the Administrator.

3.4     Employee Roth Contributions . A Participant may elect to classify all or a portion of an Elective Contribution as a Roth Elective Contribution.

3.5     Employer Matching Contributions . The Company may make a Matching Contribution, including a qualified matching contribution, in such amount as the Company, in its sole discretion, may determine, subject to the following provisions:

3.6     Limitations on Allocations to Participants .

(a)     Limitations on Annual Additions Under Code Section 415 . Notwithstanding any other provision of the Plan, the total Annual Additions (within the meaning of Section 415(c)(2) of the Code) made to a Participant’s Accounts hereunder for any Limitation Year, when added to the Annual Additions to his accounts for such Year under all other defined contribution Plans maintained by the Company and the Affiliated Companies, shall not exceed the amount permitted under Section 415 of the Code.

Except as permitted by the provisions of the Plan concerning catch-up contributions (within the meaning of Section 4.3(d)) and Section 414(v) of the Code, the Annual Addition that may be contributed or allocated to a Participant’s Accounts under the Plan for any Limitation Year shall not exceed the lesser of: (i) $49,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code; or (ii) 100 percent of the Participant’s Compensation within the meaning of Section 415(c)(3) of the Code, for the Limitation Year ( provided , that the Compensation limit referred to in this subsection (ii) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Section 401(h) or 419A(f)(2) of the Code) which is otherwise treated as an Annual Addition.)

Except as permitted by the provisions of the Plan concerning catch-up contributions (within the meaning of Section 4.3(d)) and Section 414(v) of the Code, the Annual Addition that may be contributed or allocated to a Participant’s Accounts under the Plan for any Limitation Year shall not exceed the lesser of: (i) $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code; or (ii) 100 percent of the Participant’s Compensation within the meaning of Section 415(c)(3) of the Code, for the Limitation Year ( provided , that the Compensation limit referred to in this subsection (ii) shall not apply to any

contribution for medical benefits after separation from service (within the meaning of Section 401(h) or 419A(f)(2) of the Code) which is otherwise treated as an Annual Addition.)

In the event that the amounts otherwise allocable hereunder to the Accounts of any Participant for any Plan Year would be in excess of the limitations provided in this Section 4.6(a), such excess shall be disposed of in the following order:

Without limiting the foregoing, each cash-or-deferred arrangement within the meaning of Section 401(k)(2) of the Code maintained under the Plan shall satisfy the actual deferral percentage test of Section 401(k)(3) of the Code and Treasury Regulation Section 1.401(k)-2, as described in Treasury Regulation Section 1.401(k)-1(b)(1)(ii)(A), and the provisions of said Section 401(k)(3) of the Code and Treasury Regulation Section 1.401(k)-2 are incorporated herein by reference in accordance with Treasury Regulation Section 1.401(k)-1(e)(7). For the purpose of such test, the current year testing method, within the meaning of Treasury Regulation Section 1.401(k)-2(a)(2)(ii), shall be used.

Distributions pursuant to this Section 4.6(c)(ii) shall be made in accordance with the requirements of Treasury Regulation Section 1.401(k)-2(b)(2), which are incorporated herein by reference. Without limiting the foregoing, income allocable to excess contributions for the Plan Year with respect to which such contributions were made and for the gap period, i.e ., the period after the close of such Plan Year and prior to the distribution, shall be determined in accordance with Treasury Regulation Section 1.401(k)-2(b)(2)(iv). Except as otherwise provided in Treasury Regulation Sections 1.401(k)-2(b)(2)(v) and 1.401(k)-2(b)(4)(i), a distribution of excess contributions shall be in addition to any other distributions made during the year and shall be designated as a corrective distribution by

the Company. In the event of a complete termination of the Plan during the Plan Year in which an excess contribution arose, the corrective distribution shall be made as soon as administratively feasible after the date of termination of the Plan, but in no event later than 12 months after the date of termination. If the entire account balance of a Highly Compensated Employee is distributed prior to when the Plan makes a distribution of excess contributions, the distribution shall be deemed to have been a corrective distribution of excess contributions (and income) to the extent that a corrective distribution would otherwise have been required, subject to Treasury Regulation Section 1.401(k)-2(b)(2).

Any excess contributions to be distributed shall be reduced by excess deferrals previously distributed under Section 4.6(e). For purposes of this subsection (c), the amount of excess contributions for a Plan Year for a Participant who is a Highly Compensated Employee is the amount (if any) by which such Participant’s Elective Contributions must be reduced for the Participant’s actual deferral ratio to equal the highest permitted actual deferral ratio under the Plan, as determined in accordance with applicable Treasury regulations, including Treasury Regulation 1.401(k)-1(f)(2).

If a distribution becomes necessary, it will be first applied to the Participant who is the Highly Compensated Employee having the highest actual deferral amount, determined under Section 401(k)(3) of the Code and applicable regulations, until the requirements of Section 401(k)(3) are met or until such Participant’s actual deferral amount is reduced to the same amount as that of the Participant who is the Highly Compensated Employee having the next highest actual deferral amount. If further limitations are required, the process shall be repeated until the requirements of Section 401(k)(3) are met.

The Administrator shall maintain such records as are necessary to demonstrate compliance with the requirements of Section 401(k)(3) of the Code.

Without limiting the foregoing, the amount of matching contributions and employee contributions, within the meaning of Treasury Regulation Sections 1.401(m)-1(a)(2) and 1.401(m)-1(a)(3), respectively, to the Plan for a Plan Year shall satisfy the requirements of the nondiscrimination test of Section 401(m) of the Code under Treasury Regulation Section 1.401(m)-1(b)(1)(A), and the provisions of said Section 401(m) of the Code and Treasury Regulation Section 1.401(m)-1(b) are incorporated herein by reference in accordance with Treasury Regulation Section 1.401(m)-1(c)(2). For the purpose of such test, the current year testing method, within the meaning of Treasury Regulation Section 1.401(m)-2(a)(2)(ii), shall be used for Plan Years commencing on or after January 1, 2004.

Distributions pursuant to this Section 4.6(d)(ii) shall be made in accordance with the requirements of Treasury Regulation Section 1.401(m)-2(b)(2), which are incorporated herein by reference. Without limiting the foregoing, income allocable to excess aggregate contributions for the Plan Year with respect to which such contributions were made and for the gap period, i.e ., the period after the close of such Plan Year and prior to the distribution, shall be determined in accordance with Treasury Regulation Section 1.401(m)-2(b)(2)(iv). Except as otherwise provided in Treasury Regulation Section 1.401(m)-2(b)(2)(v), a distribution of excess aggregate contributions shall be in addition to any other distributions made during the year and shall be designated as a corrective distribution by the Company. In the event of a complete termination of the Plan during the Plan Year in which an excess aggregate contribution arose, the corrective distribution shall be made as soon as

administratively feasible after the date of termination of the Plan, but in no event later than 12 months after the date of termination. If the entire account balance of a Highly Compensated Employee is distributed prior to when the Plan makes a distribution of excess aggregate contributions, the distribution shall be deemed to have been a corrective distribution of excess aggregate contributions (and income) to the extent that a corrective distribution would otherwise have been required, subject to Treasury Regulation Section 1.401(m)-2(b)(2).

For purposes of this subsection (d), the amount of excess aggregate contributions for a Participant who is a Highly Compensated Employee for a Plan Year is the amount (if any) by which the Participant’s Elective Contributions must be reduced for the Participant’s actual contribution ratio to equal the highest permitted actual contribution ratio under the Plan, as determined in accordance with applicable Treasury regulations, including Treasury Regulation 1.401(m)-1(e)(2). Except as otherwise provided in such regulations, to calculate the highest permitted actual contribution ratio under the Plan, the actual contribution ratio of the Highly Compensated Employee with the highest actual contribution ratio is reduced by the amount required to cause the employee’s actual contribution ratio to equal the ratio of the Highly Compensated Employee with the next highest actual contribution ratio. If a lesser reduction would enable the arrangement to satisfy the actual contribution percentage test imposed under Section 401(m) of the Code, only this lesser reduction shall be made. This process shall be repeated until the Plan satisfies the actual contribution percentage test. The highest actual contribution ratio remaining under the Plan after leveling is the highest permitted actual contribution ratio.

If a distribution become necessary, it will be first applied to the Participant who is the Highly Compensated Employee with the highest actual contribution amount, determined under Section 401(m)(2) of the Code and applicable regulations, until the requirements of Section 401(m)(2) of the Code are met or until such Participant’s actual contribution amount is reduced to the same percentage level as that of the Participant who is the Highly Compensated Employee having the next highest actual contribution amount. If further limitations are required, this process shall be repeated until the requirements of Section 401(m)(2) of the Code are met. A Participant’s excess aggregate contributions will be designated by the Company as a distribution of excess aggregate contributions.

The Administrator shall maintain such records as are necessary to demonstrate compliance with the requirements of Section 401(m)(2) of the Code.

3.7     Limit on Contributions of Company . The sum of the contributions by the Company shall in no event be greater than the amount which is deductible under Section 404 of the Code. All Company contributions are hereby conditioned on their deductibility under Section 404 of the Code.

3.8     Limited Return of Contributions . Notwithstanding any other provision of the Plan, any contribution which was made by the Company under a mistake of fact or which was conditioned on the deductibility of the contribution under Section 404 of the Code, but the deduction of which is disallowed or treated as disallowed, shall upon request of the Company be returned to it within one year following the payment of such contribution or the disallowance of such deduction (to the extent disallowed), whichever is applicable.

ARTICLE IV    

Allocations to Participants’ Accounts

4.1     Individual Accounts . The Administrator shall create and maintain, or cause to be created and maintained, adequate records to disclose the interest in the Trust Fund of each Participant, former Participant and beneficiary. Such records shall be in the form of individual accounts and shall reflect the amount invested in each of the separate investment funds available from time to time under the Plan. A Participant shall have separate accounts reflecting the sources of contributions to such account. The maintenance of individual accounts is for accounting purposes, and a segregation of the assets of the Trust Fund shall not be required, except to the extent required by applicable law.

4.2     Computation and Allocation of Employer Profit Sharing Contributions . As of December 31 of each year, there shall be allocated to the Employer Profit Sharing Contribution Account of each person who was a Participant on the last day of the Plan Year, including a Participant who terminated employment on such date, or who ceased employment for reasons of retirement, disability or death during the Plan Year an undivided proportionate interest in the Employer Profit Sharing Contribution, if any, made by the Company for such Plan Year. The amount allocated to each such Participant shall be an amount which bears the same ratio to the total Employer Profit Sharing Contribution as the Participant’s Compensation for such Year bears to the total Compensation for all such Participants for such Year.

4.3     Allocation of Company Contributions . Each Participant’s Company Non-Elective Contributions and Matching Contributions, if any, made pursuant to Section 4.2 or 4.5 shall be allocated to such Participant’s Company Non-Elective Contribution Account.

4.4     Allocation of Elective Contributions . A Participant’s Elective Contributions, if any, made pursuant to Section 4.3(a) shall be allocated to his Elective Contribution Account for each biweekly or monthly payroll date.

4.5     Allocation of Income and Dividends .

There shall be allocated to each Participant an undivided proportionate interest in such Income, the amount of which shall bear the same ratio to the total of such Income as the ratio which the market value of such Participant’s interest in the separate investment fund bears to the aggregate market value of all Participants’ interests in such separate investment fund.

4.6     Forfeitures . If upon termination of employment a Participant’s vested interest in his Accounts attributable to Company contributions is less than 100 percent, then as of the Valuation Date next following or coinciding with his termination such Account shall be made to reflect two separate portions, one representing his vested percentage and the other his forfeiture percentage. The forfeiture percentage, if any, of each separate investment fund shall be held in such fund or partially or totally transferred from time to time to any other separate investment fund as the Investment Committee shall in its sole discretion determine until it is applied in accordance with the provisions of this Section 5.6. As of the last day of the Plan Year in which the terminated Participant incurs a One‑Year Break in Service, or, if earlier, on the last day of the Plan Year in which distribution to such Participant of his benefits is made as provided in Section 6.8, the terminated Participant’s previous account balance attributable to forfeitable Company contributions shall be applied to reduce the Company Profit Sharing, Matching, or Non-Elective contribution for the next Plan Year; provided , that if the benefit of any Participant is to be restored in accordance with Section 6.11, Forfeitures for the current Plan Year shall first be applied for such purpose. If the terminated Participant returns to the employ of the Company or an Affiliated Company before he has incurred five consecutive One‑Year Breaks in Service, then, subject to Sections 6.9 and 6.11, the amount of the forfeiture percentage maintained in his accounts in each of the separate investment funds shall upon reparticipation be credited to such funds in his new accounts, together with the amount of a distribution repaid by the Participant, if any, pursuant to Section 6.11.

In the event that forfeitures cannot be allocated under the method or for the purposes described above, or used to reduce administrative expenses, remaining forfeitures shall be allocated to each Participant’s account per capita, as of the end of the Plan Year in which the forfeiture arose, or, if later, as of the Plan Year in which the forfeiture remains in the Plan. For purposes of this paragraph, Participants with a terminated vested account as of the date of reallocation shall be included in any such per capita forfeiture allocation.

4.7     Account Value . The value of the interest of any Participant in the Trust Fund at any time prior to his retirement date or termination date shall be the market value, as determined by the Trustee, of his interest at the next preceding Valuation Date, plus Elective Contributions and Company contributions and rollover or transferred amounts, if any, and less withdrawals or other distributions, if any, made subsequent thereto, and on and after the date of his retirement, disability, death or other termination of employment shall be the value of his individual accounts, including rollover or transfer accounts, and the vested portion of his account balances attributable to Company contributions as of the Valuation Date coinciding with the date of distribution.

4.8     Investment Options Under Plan . Subject to the limitations hereinafter set forth and to such further rules as may be prescribed by the Administrator, including any rules as to the minimum amounts which may be so invested, a Participant may give instructions or changes of instructions to the Administrator to invest his account balances in one or more of the separate investment funds within the Trust Fund as the Participant shall designate. An election pursuant to this Section 5.8 shall become effective, and shall be reflected, as soon as is administratively feasible. An election, once made, may be changed by a Participant as frequently as may be permitted by the Administrator consistent with the requirements of Section 404(c) of ERISA. An election filed pursuant to this Section 5.8 shall remain in effect until changed by the Participant by the filing of a subsequent election in accordance with the foregoing provisions of this Section 5.8.

In the event that a Participant fails to provide investment instructions to the Administrator in accordance with this Section 5.8, amounts held in his Accounts under the Plan shall be invested in accordance with the default investment rules established by the Administrator in accordance with ERISA.

4.9     Transfers Among Investment Funds . Subject to the limitations hereinafter set forth and to such further rules as may be prescribed by the Administrator, including any rules as to the minimum amount of transfers, a Participant (including, for purposes of this Section 5.9, a former Participant) may give instructions or changes of instructions to the Administrator to transfer all or any portion of the amounts then held in his accounts from one separate investment fund to another separate investment fund. Such instructions shall become effective, and shall be reflected, as soon as is administratively feasible. The number of such elections shall be subject to such restriction as the Administrator may establish, consistent with the requirements of Section 404(c) of ERISA.

4.10     Special Diversification Requirements . This Section 5.10 shall apply to the extent that the Plan constitutes an applicable defined contribution plan within the meaning of Section 401(a)(35)(E) of the Code.

4.11     Interest of Participants in Trust Fund . Nothing contained herein shall be deemed to give any Participant an interest in any specific assets of the Trust Fund or in any contribution made by the Company to the Plan, or any other interest under the Plan, other than his right to receive benefits in accordance with the provisions of Articles VI and VII.

.

ARTICLE V    

Benefits

5.1     Retirement . An Employee may retire by separating from covered service on or after the attainment of his Normal Retirement Age. In the event of a Participant’s retirement, he shall be entitled to a benefit in the amount of the value of his interest in the Trust Fund, determined in accordance with Section 5.7. A Participant shall be fully vested in amounts held in his accounts attributable to Company contributions as of the date on which he attains Normal Retirement Age.

5.2     Disability . If, because of a medically determinable physical or mental impairment likely to result in death or to be of continued duration of at least one year, a Participant cannot engage in any substantial gainful employment and terminates employment with the Company and the Affiliated Companies, he will be entitled to a benefit in the amount of the value of his interest in the Trust Fund, determined in accordance with Section 5.7. In the event of such a disability, the Participant shall be fully vested in amounts held in his accounts attributable to Company contributions. Whether or not a Participant is disabled will be determined by the Administrator in its sole discretion on the basis of medical evidence satisfactory to the Administrator.

5.3     Benefits on Death . In the event of the death of a Participant or former Participant, his designated beneficiary or beneficiaries will have a fully vested and nonforfeitable interest in, and will be entitled to receive a benefit equal to, the amount or remaining amount of his interest in the Trust Fund, as determined in accordance with Section 5.7.

Each Participant may at any time and from time to time designate, in the manner described in this Section, one or more persons to be the beneficiary or beneficiaries to receive all benefits payable under the Plan upon or after his death. Each beneficiary designation shall be on a form furnished by the Administrator, signed by such Participant and delivered to the Administrator and upon receipt by the Administrator shall be deemed to be a revocation of all prior beneficiary designations, if any, made by the Participant. At any time and from time to time each Participant may revoke a prior beneficiary designation made by him by a written instrument signed by the Participant and delivered to the Administrator. No beneficiary designation or revocation of a designation shall become effective prior to its receipt by the Administrator. Notwithstanding the foregoing, if a Participant was married at the time of his death, he shall be deemed to have named his surviving spouse as his beneficiary unless (a) such spouse has consented in writing to the designation of another beneficiary or beneficiaries and that consent acknowledges the effect of such designation and the specific beneficiary or beneficiaries or, with respect to subsequent designations, the consent of the spouse explicitly permits such designations without any requirement of further consent by such spouse, and the consent is witnessed by a notary public, or (b) it has been established to the satisfaction of the Administrator (or a Plan representative designated by him) that the Participant has no spouse, or that the spouse’s consent could not be obtained because the spouse could not be located, or because of such other circumstances as may be prescribed in applicable Treasury Regulations. Any consent by a spouse or determination by the Administrator with respect to a spouse shall be effective only with respect to such spouse. Any consent that permits beneficiary designations by the Participant without any requirement of further consent must acknowledge the spouse’s right to limit consent to a specific beneficiary and the spouse’s voluntary election to relinquish such right. Any consent by a spouse under this Section shall be irrevocable.

If a Participant has not designated any beneficiary, or no designated beneficiary survives the Participant, the benefit payable upon his death will be paid to his estate.

A Participant who dies while performing qualified military service shall be treated as having been employed by the Company on the date of his death for all purposes of the Plan.

5.4     Vesting . If a Participant terminates employment for any reason other than retirement, disability or death, the Participant shall be entitled to a benefit equal to the full amount of his accounts attributable to Elective Contributions, any rollover or transfer accounts, plus, in the case of a Participant who has completed three (3) years of Credited Service, the full amount of his account balances attributable to Company contribution, determined in accordance with Section 5.7, together with any allocable share of the Company contributions for the Plan Year of his termination of employment as provided in Section 5.2. Subject to Section 8.2, a Participant who has completed less than three (3) years of Credited Service will not be vested in any portion of his account balances attributable to Company contributions and his interest in each such account shall be subject to forfeiture in accordance with the provisions of Section 5.7.

5.5     Changes in Vesting Schedule . If the Plan is amended at any time and such amendment directly or indirectly affects the computation of the nonforfeitable interest of a Participant in his accounts attributable to Company contributions, such amendment shall apply to any Participant who has completed three years of Credited Service as of the end of the period

described below only to the extent that the Participant’s nonforfeitable interest in each such Account is equal to or greater than such interest determined without regard to the amendment.

5.6     Manner of Payment of Benefits . Subject to such rules as the Administrator shall prescribe, a Participant or former Participant may elect to receive his benefits hereunder in any of the following forms:

provided , that in the event of the death of the Participant or former Participant after benefits have commenced, any remaining benefits will be paid to his beneficiary in an immediate lump sum. In the event of the death of a Participant or former Participant prior to the commencement of benefits, his beneficiary may elect the form of benefit payments in accordance with this Section 6.6. A Participant or a former Participant who desires to receive a partial distribution of his benefits may request to receive such portion in the forms authorized under (a), (b) or (c) of this Section 6.6, subject to the provision and requirements of the Plan, including, without limitation, Section 6.7 and 6.11 and subject further to such rules as the Administrator may prescribe, including without limitation rules imposing limits on the number of partial distributions that a Participant or former Participant may receive annually or in the aggregate.

In the case of distributions to be made in installments, the amount of an installment for a particular calendar year shall be determined by dividing (i) the value of the Participant’s Accounts as of the Valuation Date immediately preceding the beginning of such year (adjusted for any allocations of contributions and any distributions which are made after the Valuation Date but before such year) by (ii) (A) the number of remaining installments under the period elected by the Participant (or, if applicable, beneficiary) as of the beginning of such year, or (B) if elected by the Participant (or, if applicable, beneficiary) the number of years in the applicable remaining life expectancy for such year determined pursuant to Treasury Regulation Section 1.401(a)(9)‑1, or (if the Participant’s beneficiary is not his spouse) the applicable divisor for such year determined under Section 1.401(a)(9)‑2 of the Treasury Regulations. For purposes of determining the amount of any installment distribution, the life expectancies of a Participant and his spouse will be recalculated annually, if elected by the Participant, but only to the extent required pursuant to Section 401(a)(9) of the Code.

An election pursuant to this Section must be made prior to the commencement of benefits and shall become irrevocable upon the commencement of such benefits. In the absence of any election by the Participant, former Participant or beneficiary his benefits hereunder shall be payable in an immediate lump sum.

In the case of distributions from a Participant’s Employer Special Share Account, the Participant will receive a distribution of stock that may be sold to the Company in exchange for a lump sum cash payment or, at the election of the Company, an interest bearing promissory note providing for a payment schedule not in excess of five years or a combination of cash and a note.

Distribution of benefits, or the commencement thereof, shall be made as soon as administratively feasible after the event giving rise to the distribution and, in any event, within 60 days after the close of the Plan Year in which such event occurs. Notwithstanding the foregoing, such Participant or former Participant may elect, subject to such rules as the Administrator may prescribe, to have his benefits commence as of such later date after his termination of employment and before his attainment of Normal Retirement Age as the Participant shall request.

Notwithstanding any other provision of the Plan, if a Participant or former Participant receives a distribution from his accounts attributable to Company contributions at a time when he has a nonforfeitable interest in less than 100 percent of such Account, then upon the distribution a separate account shall be established for him. Such separate account shall be credited with the balance remaining in the Participant’s accounts attributable to Company contributions after the distribution and shall be used to determine his nonforfeitable interest, if any, in such balance thereafter. On any particular date, the Participant or former Participant shall be entitled to a nonforfeitable portion of the balance of his separate account, payable as otherwise herein provided, equal to an amount determined by the following formula:

X = P (AB + D) ‑ D

where P is the applicable vesting percentage determined under Section 6.4 (or Section 8.2, if applicable) as of such date, AB is the balance in the separate account as of such date; and D is the amount which was last distributed from the separate account or from the Participant’s Account when the separate account was established. The establishment of a separate account for a Participant whose employment with the Company has terminated shall not prevent a Forfeiture of any portion of his account balances attributable to Company contributions from occurring and a reallocation thereof, in accordance with Section 5.6; provided , that if any portion of such separate account is forfeited, the remaining balance, if any, in such separate account will thereafter be fully vested and nonforfeitable. Except as otherwise provided in this Section 6.8, a separate account shall be treated as though it were the Account from which it was derived for all purposes under the Plan.

5.7     Cash‑Outs of Certain Benefits . Notwithstanding any other provision of the Plan, with respect to a Participant whose employment terminates for any reason and who is entitled to a nonforfeitable benefit under the Plan, if the present value of such nonforfeitable benefit does not, and did not at the time of any prior distribution, exceed $5,000, the Participant’s benefit shall be distributed in cash or in kind in a lump sum as soon as administratively feasible after such termination. In the event of a mandatory distribution greater than $1,000 in accordance with the provisions of this Section, if the Participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover, including elections made in accordance with Section 6.12, or to receive the distribution directly in accordance with Section 6.6, then the Administrator will pay the distribution in a direct rollover to an individual retirement plan designated by the Administrator. If a Participant would have received a distribution under the preceding sentence but for the fact that the Participant’s nonforfeitable benefit exceeds $5,000 when the Participant terminated service and if at a later time such nonforfeitable benefit is reduced such that it is not greater than $5,000, the Participant will receive a distribution of such nonforfeitable benefit and the nonvested portion of the benefit will be treated as a forfeiture. For purposes of determining the $5,000 involuntary distribution threshold, the value of a Participant's nonforfeitable Account balance shall be determined without regard to the portion of the Account balance that is attributable to rollover contributions (and earnings allocable thereto), if any, within the meaning of Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code; and provided further that the value of the Participant’s nonforfeitable benefit derived from Company contributions shall be determined at the time of the distribution without regard to the value of the benefit at the time of any earlier distribution; provided , however , that if a Participant has begun to receive distributions pursuant to an optional form of benefit under which at least one scheduled periodic distribution is still payable and if the value of the Participant’s nonforfeitable benefit derived from Company contributions exceeded $5,000 at the time of the first distribution under the optional form of benefit, then the value of the Participant’s nonforfeitable benefit may be distributed immediately subject to this Section. For purposes of determining the $5,000 involuntary distribution threshold, the value of a Participant's nonforfeitable Account balance shall be determined without regard to the portion of the Account balance that is attributable to rollover contributions (and earnings allocable thereto), if any, within the meaning of Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code.

5.8     Restoration of Benefits . If a Participant who terminated employment with the Company and the Affiliated Companies for any reason other than retirement, disability or death and received a distribution of benefits hereunder returns to the employ of the Company before incurring five consecutive One‑Year Breaks in Service and again becomes a Participant, such Participant may repay to the Plan the full amount of such distribution derived from Company contributions. In the event of such repayment the full present value of the Participant’s benefit derived from such contributions (nonforfeitable and forfeitable, if any) as of the date of such distribution shall be restored to his accounts.

Any restoration of a Participant’s accounts for Company contributions shall be made first from then current Forfeitures and second from additional contributions of the Company for such purpose.

5.9     Direct Rollover . A Participant may elect to have all or any portion of a distribution that qualifies as an eligible rollover distribution within the meaning of Section 402(c)(4) of the Code to be paid in the form of a direct rollover to an eligible retirement plan, including a qualified retirement plan, individual retirement account, an annuity contract described in Section 402(b) of the Code and an eligible plan under Section 457(b) of the Code, which is maintained by a state political subdivision of a state or any agency or instrumentality of a state or political subdivision of a state. Notwithstanding the foregoing, this Section shall not apply to any distribution that is (a) one of a series of substantially equal installments over the life expectancy of the Participant or the joint life expectancies of the Participant and his beneficiary, or over a fixed period of ten years or more, (b) a required minimum distribution under Section 401(a)(9) of the Code, (c) a distribution (or portion of a distribution) of amounts not otherwise includable in income, (d) a distribution in an amount less than $200, (e) a hardship distribution described in Section 401(k)(2)(B)(i)(iv) of the Code, or (f) a distribution that is otherwise not an eligible rollover distribution, within the meaning of Section 402(f)(2)(A) of the Code and applicable Treasury Regulations thereunder. Any election pursuant to this Section 6.11 shall be made in such form and manner as the Administrator may prescribe and shall specify the retirement plan to which the distribution is to be made. Any such election may be revoked by the Participant at any time prior to the time distribution is made. If no election is made by the Participant under this Section, the distribution shall be paid to the Participant. If any distribution is payable to the spouse or former spouse of a Participant, this Section shall apply as

if such spouse or former spouse were the Participant, except that any such distribution may be directly rolled over only to an individual retirement account or annuity.

The Administrator shall provide Participants with notice with respect to the direct rollover of eligible rollover distributions no less than 30 days and no more than 90 days prior to the Participant’s annuity starting date, as defined for purposes of Section 411(a)(11) of the Code; provided , however , that the Participant may affirmatively elect, in accordance with such procedures as the Administrator may prescribe, to have benefits commence sooner than 30 days after such notice.

5.10     Immediate Distributions . Subject to Section 6.9, no distribution to a Participant will be compelled of amounts held in his Accounts before his attainment of age 65, unless the written consent of the Participant and, if the distribution is subject to Sections 401(a)(11) and 417 of the Code, the Participant’s spouse, has been obtained. Such consent shall be made in writing within the 180‑day period ending on the Participant’s annuity starting date, as defined for purposes of Section 401(a)(11) of the Code. Within the period beginning 180 days before the Participant’s annuity starting date (as so defined) and ending 30 days before such date, the Administrator will provide the Participant with written notice containing a general description of the material features and an explanation of the relative values of the optional forms of benefit available under the Plan and informing the Participant of his right to defer receipt of the distribution until age 65; provided , that, if the distribution is not subject to Sections 401(a)(11) and 417 of the Code, the Participant may affirmatively elect to have benefits commence less than 30 days after such notice. Notwithstanding the preceding sentence, the Plan may provide the written notice referred to in said sentence after the Participant’s annuity starting date (subject to applicable Treasury regulations, if any); provided , that the applicable election period under Section 417(a)(6) of the Code shall not end before the 30th day after the date on which such written notice is provided. A Participant may elect (with spousal consent, if applicable) to waive the requirement that the above-referenced written notice be provided at least 30 days before the Participant’s annuity starting date (or to waive the 30-day requirement under the preceding sentence); provided , that the benefit distribution commences more than 7 days after such written notice is furnished. Notwithstanding the foregoing, all or any portion of a Participant’s Accounts may be distributed without the consent of the Participant or the Participant’s spouse to the extent that a distribution is required to satisfy Section 401(a)(9) or Section 415 of the Code.

5.11     Required Distributions . Notwithstanding any other provision of the Plan, distribution of benefits under Article VI shall satisfy the requirements of this Section 6.13. The benefits of a Participant will be distributed (a) to the Participant in full not later than the required beginning date, or (b) beginning not later than the required beginning date, to the Participant over a period not extending beyond the life expectancy of the Participant, or to the Participant and his designated beneficiary over a period not extending beyond the life expectancy of the Participant and the designated beneficiary. For purposes of this Section 6.13, a Participant’s “required beginning date” shall be the date determined under Section 6.14(b) with respect to the Participant, and the term “designated beneficiary” shall have the meaning given such term under Section 401(a)(9) of the Code and Treasury Regulations thereunder.

In the event that distribution of benefits to a Participant has commenced and the Participant dies prior to the distribution of his entire benefit, but after the required beginning date, the remaining portion of the benefit will be distributed at least as rapidly as under the method of distribution used as of the date of the Participant’s death. In the event a Participant dies before distribution of benefits has commenced or after actual commencement but before the required beginning date, the remaining benefit will be distributed within five years unless the benefit is payable to a designated beneficiary, in which case such benefit will be distributed, beginning not later than one year after the death of the Participant (or such other time as may be prescribed by regulations), over a period not exceeding the life expectancy of such beneficiary; provided , that if the designated beneficiary is the Participant’s spouse, distributions will not be required to commence hereunder earlier than the date on which the Participant would have attained age 70 1/2 and, in the event the Participant’s spouse dies prior to the commencement of distributions, the provisions of this Section shall apply as if such spouse were the Participant. Any distribution required under the incidental death benefit requirements of Section 401(a)(9)(G) of the Code will be treated as a distribution required under Section 401(a)(9) of the Code and this Section. The provisions of this Section will be interpreted and applied in accordance with applicable Treasury Regulations under Section 401(a)(9) of the Code.

5.12     Latest Commencement Date of Benefits . In no case will the payment of benefits to any Participant commence later than the earliest of:

5.13     Nonalienation of Benefits .

5.14     Distributions Required by a Qualified Domestic Relations Order . To the extent required by a qualified domestic relations order, within the meaning of Section 414(p) of the Code, the Administrator shall make distributions of a Participant’s benefit to alternate payees named in such order in a manner consistent with the distribution options otherwise available under the Plan, regardless of whether the Participant is otherwise entitled to a distribution at such time under the Plan.

5.15     No Vested Rights . A Participant who terminates employment with the Company and the Affiliated Companies for reasons other than retirement, disability or death and who has no vested benefit under the Plan shall be deemed to receive a distribution of zero benefits hereunder and shall promptly forfeit all rights to all benefits under the Plan.

5.16     Incapacity of Payee . Subject to applicable regulations of the Secretary of the Treasury or the Secretary of Labor, if any person to whom a benefit is payable under the Plan is, in the opinion of the Administrator, incapable for any reason of handling his affairs at the time payment thereof is due, such payment (unless prior demand therefor is made to the Administrator or the Trustee by a duly qualified guardian or other legally qualified representative of such person) may be made to such person or persons comprised in the class consisting of the spouse, parents, brothers, sisters or issue of the person to whom the benefit is payable as the Administrator may determine, and each payment made pursuant to such determination shall constitute a full discharge of all liability under the Plan with respect thereto.

5.17     In-Service Distributions . A Participant who has attained age 59½ may elect at any time thereafter and prior to separation from employment, subject to such rules as the Administrator may prescribe, to receive a distribution of all or any portion of the non-forfeitable amounts held in his accounts, including amount attributable to Elective Contributions. An in-service distribution pursuant to this Section shall be made by giving 30 days prior written notice to the Administrator ( provided , however that such 30-day notice may be waived in whole or in part by the Administrator, acting in its discretion provided further that the exercise of such waiver authority may not be arbitrary, capricious or discriminatory) in a form acceptable to the Administrator and shall be effective as soon as is administratively feasible. Such notice when made shall be irrevocable. A Participant shall be entitled to receive an in-service distribution at such times and/or with respect to such period(s) as the Administrator may establish on a reasonable and uniform basis.

ARTICLE VI    

Withdrawals

6.1     Hardship Withdrawals .

Such a withdrawal shall be made by giving 30 days prior written notice to the Administrator ( provided that such 30-day notice may be waived, in whole or in part, by the Administrator, acting in its discretion, provided further that the exercise of such waiver authority shall not be arbitrary, capricious or discriminatory) on a form provided by him and shall be effective as soon as is administratively feasible. Such notice when made shall be irrevocable.

Withdrawals will be charged first to the Participant’s Elective Contributions, next to his Company Matching Contribution Account, his Employer Profit Sharing Contribution Account and the balance, if any, will be charged to his Non-Elective Contribution Accounts; provided , that any changes to his Elective Contribution Accounts shall be made first to the account having the larger balance.

The Administrator shall determine whether there is an immediate and heavy financial need on the basis of such written evidence furnished by the Participant as the Administrator may require. The Participant shall also provide evidence that he has obtained all other distributions (other than hardship distributions) and all nontaxable loans currently available under the Plan and all other plans maintained by the Company and the Affiliated Companies.

6.2     Loans To Participants . Subject to the conditions of this Section 7.2, loans shall be made from the Trust to Participants upon the written request of the Participant.

such determination through consultation with one or more lending institutions, as the Administrator deems appropriate.

ARTICLE VII    

Top‑Heavy Provisions

7.1     Top‑Heavy Minimum Contributions . Notwithstanding any other provision of the Plan, for any Plan Year which is a top‑heavy plan year, each Participant who is a Participant on the last day of such Plan Year and who is not a key employee shall be entitled to receive a minimum contribution under the Plan equal to the lesser of (a) three percent of his total Compensation from the Company for such Plan Year or (b) if the Company or Affiliated Company does not maintain a defined benefit plan required to be aggregated with the Plan, the largest percentage of Compensation contributed on behalf of a key employee for such Plan Year. Notwithstanding the foregoing, no minimum contribution will be required with respect to a Participant who is also covered by another top‑heavy plan of the Company or an Affiliated Company under which he receives the top‑heavy minimum contribution or the top‑heavy defined benefit minimum.

7.2     Top‑Heavy Vesting . Notwithstanding any other provision of the Plan, for each Employee who is a Participant at any time during a top‑heavy plan year the nonforfeitable percentage of the Participant’s accounts attributable to Company contributions shall be determined in accordance with the following schedule:

5 or more years        100%

7.3     Definitions . For purposes of these top‑heavy provisions, the following terms have the following meanings:

7.4     Determination of Top Heavy Status . Notwithstanding any provision of this Article VIII to the contrary, the following shall apply for purposes of determining the account balances of Employees as of the determination date. The present value of accrued benefits and the amounts of account balances of an Employee as of the determination date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “5-year period” for “l-year period.” The accrued benefits and accounts of any individual who has not performed services for the Company during the l-year period ending on the determination date shall not be taken into account.

7.5     Matching Contributions . Company Matching Contributions, if applicable, shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code under the Plan. The preceding sentence shall apply with respect to Company Matching Contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Company Matching Contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purpose of the actual contribution percentage test and other requirements of Section 401(m) of the Code.

ARTICLE VIII    

Trustee

8.1     Appointment . A Trustee for the Plan shall be appointed by MacDermid, Incorporated and named in a Trust Agreement executed by MacDermid, Incorporated, and, upon acceptance thereof, the Trustee shall perform the duties and exercise the authority of the Trustee as set forth in the Plan and Trust Agreement. All cash and other assets of the Plan shall, until disposed of pursuant to the provisions of the Plan, be held in the possession of the Trustee.

8.2     Removal and Replacement . MacDermid, Incorporated shall reserve the right to remove the Trustee at any time and to appoint a successor Trustee.

8.3     Changes in Trust Arrangements . The Company may from time to time enter into such further agreements with the Trustee or other parties and make such amendments to trust agreements as it may deem necessary or desirable to carry out the Plan, and it may take such other steps and execute such other instruments as may be deemed necessary or desirable to put the Plan into effect or to carry it out.

8.4     Group or Common Trust Funds . The provisions of any group or common trust fund in which any trust under the Plan participates shall be deemed part of the Plan with respect to the Plan assets invested therein, but only as long as such group or common trust fund remains qualified under Section 401(a), and exempt from taxation under Section 501(a), of the Code.

ARTICLE IX    

Administration of Plan

9.1     Allocation of Fiduciary Responsibility . The Fiduciaries under the Plan shall have only those specific powers, duties, responsibilities and obligations as are specifically given them under the Plan or the Trust Agreement. The Company shall have the sole responsibility for making the contributions provided for under Sections 4.1 and 4.5. The Board of Directors shall have the sole authority (a) to appoint and remove or replace the Trustee, the Administrator, and the Investment Committee, (b) to amend or terminate, in whole or in part, the Plan or the Trust Agreement, (c) to direct the Trustee as to the investment of all or part of the Trust Fund in a specific manner, including under the management of an Investment Manager pursuant to such contractual arrangements as it shall specify, (d) to delegate to an Investment Committee appointed by it the authority to so direct investments, and to establish and discontinue such separate investment funds under Section 5.9 as the Committee shall in its sole discretion from time to time determine. The Administrator shall have the sole responsibility for the administration of the Plan, which responsibility is specifically described in the Plan and the Trust Agreement. The Trustee shall have the sole responsibility for the administration of the Trust Fund and the management of the assets held under the Trust Agreement, except as otherwise directed by the Board of Directors or the Investment Committee and except for assets managed by an Investment Manager, all as specifically provided in the Plan and the Trust Agreement. The Investment Committee shall have such authority and responsibility to direct investments and appoint Investment Managers as may be delegated to it by the Board of Directors.

Any directions given, information furnished, or action taken by a Fiduciary, with respect to the Plan or Trust Fund shall be in accordance with the provisions of the Plan and the Trust Agreement, as the case may be, authorizing or providing for such direction, information or action. To the extent permitted by law, each Fiduciary may rely upon the direction, information or action of any other Fiduciary as being proper under the Plan and the Trust Agreement and is not required to inquire into the propriety of any such direction, information or action. It is intended that each Fiduciary shall be responsible for the proper exercise of its powers, duties, responsibilities and obligations under the Plan and the Trust Agreement and that no Fiduciary shall be responsible for any act or failure to act of another Fiduciary. No Fiduciary guarantees the Trust Fund in any manner against investment loss or depreciation in asset value.

9.2     Appointment of Administrator . The Plan shall be administered by the Administrator who shall be appointed by and serve at the pleasure of the Board of Directors. All usual and reasonable expenses of the Administrator may be paid in whole or in part by the Company, and any expenses not paid by the Company shall be paid by the Trustee out of the principal or Income of the Trust Fund. If the Administrator is an Employee he shall not receive compensation with respect to his services as Administrator.   The Administrator may also appoint one or more assistant administrators and other persons, who shall serve at his pleasure, to assist him in the administration of the Plan and may allocate and delegate his fiduciary responsibilities under the Plan by written instrument in accordance with Section 405 of ERISA.

9.3     Power and Duties . In addition to such powers and duties as may be specified elsewhere in this instrument, the Administrator shall have the discretionary authority to

9.4     Effect of Interpretation or Determination . Any interpretation of the Plan or other determination with respect to the Plan by the Administrator shall be final and conclusive on all persons in the absence of clear and convincing evidence that the Administrator acted arbitrarily and capriciously.

9.5     Nondiscriminatory Exercise of Authority . Whenever, in the administration of the Plan, any discretionary action by the Administrator is required, he shall exercise his authority in a nondiscriminatory manner so that all persons similarly situated will receive substantially the same treatment.

9.6     Named Fiduciary . The Administrator will be a “named fiduciary” for purposes of Section 402(a)(1) of ERISA with authority to control and manage the operation and administration of the Plan, except that he will have no authority over the investment of the assets of the Trust Fund.

9.7     Indemnification . The Company agrees to indemnify the Administrator and save him harmless against any and all liability occasioned by or arising out of any action taken, suffered or omitted in good faith by him.

9.8     Examination of Records . The Administrator will make available to each Participant such of its records as pertain to him, for examination at reasonable times during normal business hours.

9.9     Claims and Review Procedures .

person within the initial 60‑day period). If the decision on review is not made within such period, the claim will be considered denied.

9.10     Membership of Investment Committee . The Investment Committee shall be comprised of the number of persons determined by the Board of Directors and appointed in writing by MacDermid, Incorporated. Any member of the Committee may at any time be removed from office by MacDermid, Incorporated by notice in writing delivered or mailed by registered mail, postage prepaid, to such member and to each other member of the Committee. Such removal shall be effective on the date specified therein or, if no date is specified, on the fifth day next following the date of such notice. Whenever a member of the Committee who is an Employee of the Company shall cease to be such Employee, he shall automatically cease to be a member of the Committee. Any member of the Committee may resign by instrument in writing delivered or mailed by registered mail, postage prepaid, to the Corporation. Such resignation shall be effective on the date specified therein or, if no date is specified, on the fifth day next following the date of such instrument. Each vacancy in the Committee, however arising, shall be filled by MacDermid, Incorporated by the appointment in writing of a successor; provided , that if, after the expiration of a period of 30 days following receipt by the Corporation from the remaining members of the Committee of a written request to fill any such vacancy, MacDermid, Incorporated shall have failed to do so, the remaining members of the Committee shall have the power to fill the same by instrument in writing delivered or mailed by registered mail, postage prepaid, to the Corporation and to the Trustee. During the existence of a vacancy on the Committee the remaining members thereof shall have and may exercise all the powers and authority of the Committee.

9.11     Action by Investment Committee . The Committee shall act by a majority (but not less than two) of its members; provided , that no member of the Committee shall vote or decide upon any matter relating to himself as a Participant, but all such matters shall be voted or decided by the other members of the Committee and in case they do not agree may be determined by the Trustee, and the vote, decision or determination of such other members or the Trustee, as the case may be, shall be final, binding and conclusive upon the interested member of the Committee. A formal meeting of the Committee need not be called or held for the purpose of making any decision, but decisions may be made and evidenced by a written document signed by a majority of the Committee. A Committee member who, within a reasonable time after he has knowledge of any action or failure to act by the majority, registers his dissent in writing with the other members of the Committee and the Corporation shall not be responsible for such action or failure to act.

9.12     Investment Instructions . The Committee shall have the authority to select the separate investment funds within the Trust Fund and, to the extent investments are not directed by Participants in accordance with Section 5.6, to instruct the Trustee regarding the investment and reinvestment of the Trust Fund and may delegate such authority to the Administrator. All such instructions to the Trustee shall be in writing and, if such instructions are given by the Committee, shall be signed by a majority of the Committee members. Except to the extent otherwise provided by applicable law, in acting pursuant to written instructions of the Committee or the Administrator, the Trustee shall not be liable for any loss resulting from following such written instructions.

9.13     Nondiscrimination and Standard of Care . In exercising the powers and duties vested in them under this instrument, neither the Administrator nor the Committee shall discriminate among Participants, each of whom shall be given the same consideration under like circumstances, and all such powers and duties shall be discharged with the care, skill, prudence and diligence under the circumstances that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, and in accordance with the terms of the documents and instruments governing the Plan.

9.14     Payment of Expenses . All costs and expenses incurred in the administration of the Plan, including fees and expenses of the Trustee, shall be paid by the Company or, to the extent not paid by the Company, by the Plan. Taxes, if any, upon, or in respect of, any assets held by the Trustee or income therefrom, which are payable by the Trustee, shall be charged against the applicable Accounts of Participants as the Trustee and the Administrator shall determine.

9.15     Compensation and Indemnification . Neither the Administrator nor the Committee shall be entitled to compensation for their services, but the Company agrees to reimburse the Administrator and the Committee for any and all necessary expenses incurred by them. The Company agrees to indemnify and save harmless each of the Administrator and the members of the Committee against any and all liability occasioned by or arising out of any action taken, suffered or omitted in good faith by him. Any reasonable expenses incurred in administering the Plan may be paid by the Company, or to the extent not paid by the Company, from the Trust Fund. The indemnification obligations of the Company under this Section 10.15 shall survive the termination of the Plan and Trust Fund.

ARTICLE X    

Amendment and Termination

10.1     Amendment . MacDermid, Incorporated shall have the right, at any time and from time to time, to modify or amend this instrument or any of its provisions by action of the Board of Directors, each such modification or amendment to be by instrument in writing, executed by MacDermid, Incorporated; provided , that no such modification or amendment shall be such, or shall be so construed, as to:

unless such modification or amendment is necessary or appropriate in order to qualify the trust hereunder as an exempt trust under the provisions of Section 401(a) and 501 of the Code, or to retain for the trust such qualified status. The Company (including its successors(s) and assign(s)) hereby reserves the right to amend the Plan after the Plan Termination Date if determined to be necessary or appropriate to maintain the tax-qualified status of the terminated Plan or to the administration of the terminated Plan pending the liquidation of the Trust Fund and the distribution of benefits.

10.2     Termination . Although MacDermid, Incorporated expects to continue the Plan indefinitely, it expressly reserves the right to terminate it any time by instrument in writing, such termination to be effective on the date specified in such instrument. From and after the termination date so specified, no further contributions shall be made by the Company and the Trustee shall forthwith proceed with the liquidation of the Trust Fund and each person who is a Participant in the Plan or entitled to benefits under the Plan on said date shall be entitled to a nonforfeitable benefit, payable in a single lump sum payment, equal in amount to that proportion of the value (after such liquidation and the payment of the expenses of liquidation and termination) of the Trust Fund which the net credit balance in the accounts maintained on behalf of such Participant on said termination date bears to the total of all net credit balances in the accounts of all Participants on said termination date. In the event that a partial termination of the Plan shall be deemed to have occurred, each Participant affected shall be entitled to a nonforfeitable benefit equal in amount to the net credit balance in the accounts maintained on behalf of such Participant as of the date such partial termination is deemed to have occurred. Although a suspension of Company contributions may occur without being deemed a termination of the Plan, the permanent discontinuance by the Company of further contributions under the Plan shall be deemed to be a termination by the Company of the Plan as hereinbefore provided. If the Company or an Affiliated Company maintains a defined contribution plan (other than an employee stock ownership plan as defined in Section 4975(e)(7) of the Code), a Participant’s benefit will not be distributed without the Participant’s consent.

10.3     Notices with Respect to Termination . No payment of benefits or distribution of assets shall be made by the Trustee hereunder until receipt by it of written confirmation from the Company that it has given all notices and prepared and filed all reports which may be required by law.

ARTICLE XI    

Miscellaneous Provisions

11.1     Participant and Employee Rights . This instrument and the Plan embodied herein and established hereby shall not be deemed to give any Participant or any Employee the right to be retained in the employ of the Company or an Affiliated Company, or confer on or create in any Participant or any Employee any rights of any name or nature, legal or equitable, except such as are expressly set forth herein. Neither anything contained in this instrument nor any action taken by the Company hereunder shall in any way prevent the Company or an Affiliated Company from terminating at any time the employment of any Employee or Participant, present or future, nor subject it to any liability under this instrument for any such termination.

11.2     Exclusive Benefit . This instrument and the Plan embodied herein and established hereby are for the exclusive benefit of the Employees of the Company. No part of the assets of the Trust Fund shall be held for purposes other than the exclusive benefit of Participants and their beneficiaries and the payment of expenses of administering the Plan and Trust Fund. Except as provided in Section 4.9, no funds paid to the Trustee under the Plan and no funds or property at any time held by the Trustee hereunder shall revert or inure to the possession, ownership or control of the Company.

11.3     Release by Participants . Except to the extent that it relieves the Company, the Administrator or the Trustee from responsibility or liability for any responsibility, obligation or duty owing to the Plan or any Participant, any payment to any Participant or to any person entitled to a benefit under the Plan, made in accordance with the provisions of this instrument, shall to the extent thereof be in full satisfaction of all claims against any or all of the Trustee, the Administrator and the Company, any of whom may require such Participant or person, as a condition precedent to such payment, to execute a receipt and release therefor in such form as shall be determined by the Trustee, the Administrator or the Company, as the case may be.

11.4     Merger . In the event of any merger or consolidation of the Plan with any other plan, or in the event of any transfer of assets and liabilities from the Plan to any other plan, the assets of the Plan applicable to any Participant shall be transferred to such other plan only if the benefit to which such Participant is entitled immediately after the merger, consolidation or transfer (determined as if the plan had then terminated) is equal to or greater than the benefit which he would have been entitled to receive if the Plan had terminated immediately prior to such merger, consolidation or transfer.

11.5     Governing Law . This instrument shall be construed, and the rights and liabilities of all persons hereunder shall be determined, in accordance with the laws of the State of Connecticut, to the extent not preempted by ERISA.

IN WITNESS WHEREOF, MacDermid, Incorporated has caused this instrument to be duly executed in the name and on its behalf this 11th day of February, 2014.

MACDERMID, INCORPORATED

By: /s/ Frank J. Monteiro        
    Chief Financial Officer

Exhibit 4.2(b)

MacDERMID, INCORPORATED EMPLOYEE SAVINGS AND 401(K) PLAN

SECOND AMENDMENT

WHEREAS, MacDermid, Incorporated, a corporation organized under the laws of the State of Connecticut (the “Company”), entered into an agreement with Platform Acquisition Holdings Limited (“PAHL”) and certain other parties dated as of October 10, 2013 pursuant to which, among other things, PAHL agreed to purchase the business and operations of the Company (the “Business Combination Agreement”) and the closing of the transactions contemplated by the Business Combination Agreement occurred on October 31, 2013; and

WHEREAS, the Company adopted the MacDermid, Incorporated Employee Savings and 401(k) Plan (the “Plan”) effective generally as of January 1, 2014; and

WHEREAS, Article XI of the Plan reserves to the Company the right to amend the Plan; and

WHEREAS, the Company amended the Plan most recently by adoption of the First Amendment; and

WHEREAS, the Company now desires to amend the Plan further to, among other things, (i) designate Platform Specialty Products Corporation (“Platform”) as the sponsor of the Plan, (ii) enable subsidiaries of Platform and other entities that would be treated as a single employer with Platform by operation of Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”) to adopt the Plan with the approval of Platform’s board of directors, and (iii) clarify the terms of the Plan with respect to contributions of “eligible rollover distributions” within the meaning of Section 402(c) of the Code.

NOW, THEREFORE, the Plan is amended effective generally as of January 1, 2014, except as otherwise noted herein, as follows:

1. Effective September 8, 2014, Article I is hereby amended by deleting the reference therein to “MacDermid, Incorporated” and inserting in lieu thereof the following: “Platform Specialty Products Corporation.”

2. Article II is hereby amended as follows:

“‘ Company ’ means Platform Specialty Products Corporation, a corporation organized and existing under the laws of the State of Delaware (“Platform”), and any Affiliated Company that adopts the Plan with the consent of the board of directors of Platform. Without limiting the foregoing, the meaning of the term ‘Company’ includes (i) Platform Delaware Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware, with respect to employees of such entity as of the Effective Date, (ii) MacDermid, Incorporated, a corporation organized and existing under the laws of the State of Connecticut (“MacDermid”), and (iii) each direct or indirect subsidiary of MacDermid that is wholly-owned by MacDermid (or by a direct or indirect subsidiary of MacDermid) and incorporated within the United States of America.”

 

“‘ Plan ’ means the Platform Specialty Products Corporation Employee Savings and 401(k) Plan contained herein, as from time to time amended.”

“2.36    ‘ Rollover Contribution ’ means an amount proffered by a Participant and accepted by the Administrator as a contribution to the Plan in the form of an eligible rollover distribution from an eligible retirement plan, each within the meaning of Section 402(g) of the Code (other than an individual retirement account described in Section 408A of the Code). A ‘Roth Rollover Contribution’ means an eligible rollover contribution from a designated Roth account, within the meaning of Treasury Regulation Section 1.402A-1, Q&A-1. In no event shall amounts distributed from a Roth IRA, within the meaning of Section 408A of the Code, qualify as a Rollover Contribution within the meaning of the Plan. The Administrator may, but shall not be required to, accept assets other than cash (including, without limitation, Section 401(k) participant loan balances) in connection with the deposit of a Rollover Contribution.

“2.37     ‘ Rollover Contribution Account ’ means, with respect to a Participant, an account established and maintained under the Plan on behalf of such Participant to receive and hold Rollover Contributions and the income, expenses, gains (and losses) attributable thereto and any withdrawals or distributions therefrom; provided that Roth Rollover Contributions (as adjusted in accordance with the foregoing) shall be maintained in one or more accounts separate from all other Rollover Contributions.”

3. Section 3.1(a) of the Plan is hereby amended by inserting immediately after the first reference to the term “Elective Contributions” the following: “, Rollover Contributions, or both”.

4. Section 4.3 is amended by inserting immediately after subsection (c) the following new subsection:

“(d)     Rollover Contributions . The Administrator, in its sole discretion, may permit to be made by or on behalf of a Participant a Rollover Contribution (including a Roth Rollover Contribution) that satisfies the requirements of this Section 4.3(d). In determining whether to permit a Rollover Contribution with respect to a Participant, the Administrator shall be concerned primarily with whether such contribution satisfies all of the requirements of the Code and the associated regulations and administrative guidance relating to such contributions. In making any such determination, the Administrator may require the Participant to furnish such certificates, affidavits, opinions of counsel, rulings if the Internal Revenue Service, or other information or data as the Administrator, in its sole discretion, may deem necessary or appropriate. Any permitted Rollover Contribution may be made by or on behalf of the affected Participant and shall represent such Participant’s interest in one or more eligible retirement plans within the meaning of Section 402(c) of the Code. A Rollover Contribution may be made either directly to the Trustee or to the Administrator for transmittal to the Trustee as soon as practical after the receipt thereof. Any such contributions shall be credited to the Rollover Contribution Account maintained on behalf of the Participant, provided however that all Roth Rollover Contributions shall be credited to a Rollover Contribution Account separate and apart for the account(s) maintained for all other Rollover Contributions. A Participant shall at all times be fully vested in such Participant’s Rollover Contribution Account balance. In the event that a Rollover Contribution accepted by the Plan is determined subsequently by the Administrator to be ineligible for treatment as an eligible rollover within the meaning of Section 402(c) of the Code, such contribution, together with associated investment gains, if any, shall be distributed to the affected Participant not later than the due date (including extensions) for the tax return of the Company (or Affiliated Company by which the Participant is employed) for the period covering the date on which such determination is made; provided however that such distribution shall be deemed a return of the contribution, rather than a distribution within the meaning of Section 72 or 401(a) of the Code.”

IN WITNESS WHEREOF, the Company has caused this instrument to be executed on its behalf by its duly authorized officers as of this 8th day of September, 2014.

MacDermid, Incorporated

By:_ /s/ Frank J. Monteiro

Chief Executive Officer

Acknowledged and Agreed to By Platform Specialty Products Corporation

By:_ /s/ Frank J. Monteiro

Chief Executive Officer

Exhibit 4.2(c)

PLATFORM SPECIALTY PRODUCTS CORPORATION

EMPLOYEE SAVINGS AND 401(K) PLAN

THIRD AMENDMENT

WHEREAS, Platform Specialty Products Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), sponsors the Platform Specialty Products Corporation Employee Savings and 401(k) Plan (the “Plan”), which was adopted effective generally as of January 1, 2014; and

WHEREAS, Article XI of the Plan reserves to the Company the right to amend the Plan; and

WHEREAS, the Company amended the Plan most recently by adoption of the Second Amendment; and

WHEREAS, the Company now desires to amend the rollover contribution provisions of the Plan to enable the Plan to accept and hold rollover contributions from individual accounts under eligible retirement plans consisting of after-tax employee contributions and associated earnings.

NOW, THEREFORE, the Plan is amended effective generally as of January 1, 2014, as follows:

• Section 2.36 is hereby amended by inserting immediately after the fourth (and final) sentence thereof the following: “The term ‘Rollover Contribution’ shall also include amounts proffered by a Participant and accepted by the Administrator as a contribution to the Plan in the form of a rollover distribution from an eligible retirement plan, within the meaning of Section 402(c) of the Code (other than an individual retirement account described in Section 408A of the Code) consisting of after-tax contributions by such Participant into such plan (together with associated earnings) that do not qualify as Roth Elective Contributions, provided however that nothing in this sentence shall prohibit the Administrator from also accepting Roth Rollover Contributions.”

• Section 2.37 is hereby amended by deleting the period at the end of the first (and only) sentence thereof and inserting in lieu thereof the following: “; and provided further that Rollover Contributions (as adjusted in accordance with the foregoing) of after-tax deferrals that do not qualify as Roth Rollover Contributions, shall be maintained in one or more accounts separate from all other Rollover Contributions in the same manner in which Roth Rollover Contributions are separately maintained.”

• Section 4.3(d) is amended as follows:

IN WITNESS WHEREOF, the Company has caused this instrument to be executed on its behalf by its duly authorized officers as of this 17th day of November, 2014.

Platform Specialty Products Corporation

By:_ /s/ Frank J. Monteiro

Chief Executive Officer

Exhibit 4.2(d)

PLATFORM SPECIALTY PRODUCTS CORPORATION

EMPLOYEE SAVINGS AND 401(K) PLAN

AMENDMENT

Relating to

Certain Chemtura Employees

WHEREAS, Platform Specialty Products Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), sponsors the Platform Specialty Products Corporation Employee Savings and 401(k) Plan (the “Plan”), which was adopted effective generally as of January 1, 2014; and

WHEREAS, Article XI of the Plan reserves to the Company the right to amend the Plan; and

WHEREAS, the Company acquired Chemtura AgroSolutions effective or about October 1, 2014 and now desires to amend the Plan to clarify the terms on which individuals employed by Chemtura at the effective time of such acquisition who continued their employment with the acquired business will be eligible to participate in the Plan and the terms of such participation.

NOW, THEREFORE, the Plan is amended effective generally as of November 1, 2014, as follows:

“Without limiting the foregoing, the term “Employee” shall include each “Transferred Employee,” as hereinafter defined. For this purpose, the term “Transferred Employee” mean an individual who both (1) meets the definition of “Employee” set forth in the immediately preceding paragraph and (2) is described in one of the following clauses:

2. Section 2.18 is hereby amended by inserting immediately after Subsection (g) the following new Subsection:

“(c)    Notwithstanding the foregoing, in the case of a Transferred Employee, (i) if such Transferred Employee is a Chemtura Employee, then such Transferred Employee may not become a Participant prior to November 1, 2014.”

4. Article IV is hereby amended by inserting immediately after Section 4.8 the following new Section:

“4.9     Allocation Groups . For each Plan Year, the allocation groups for purposes of Employer Profit Sharing Contributions and Employer Non-Elective Contributions and the allocation method(s) applicable to each such group shall be set forth in Schedule A to the Plan, as modified from time to time, which Schedule A is incorporated herein by reference in its entirety and made a part hereof. Notwithstanding the provisions of Article XI, Schedule A may be modified and updated from time to time by the Board of Directors of the Company (or its designee) from any time and from time to time, provided however that in no event may such schedule be modified with respect to a Plan Year after the final due date for deductible contributions by the Company to the Plan under Code Section 404 of the Code with respect to such year.”

IN WITNESS WHEREOF, the Company has caused this instrument to be executed on its behalf by its duly authorized officers as of this 10th day of February 2015.

Platform Specialty Products Corporation

By:_ /s/ Frank J. Monteiro

Chief Executive Officer