Exhibit 10.16


 


 


Utz
Quality Foods, Inc. Nonqualified

Deferred Compensation Plan


 


IMPORTANT NOTE


 


This document has not been approved by the Department of Labor,
Internal Revenue Service or any other governmental entity. An adopting Employer must determine whether the Plan is subject to the
Federal securities laws and the securities laws of the various states. An adopting Employer may not rely on this document to ensure
any particular tax consequences or to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing
deferred compensation to a select group of management or highly compensated employees” under Title I of the Employee Retirement
Income Security Act of 1974, as amended, with respect to the Employer’s particular situation. Fidelity Employer Services
Company, its affiliates and employees cannot provide you with legal advice in connection with the execution of this document. This
document should be reviewed by the Employer’s attorney prior to execution.


 


January 2008


 









     


     


    

 


TABLE
OF CONTENTS


Page


 




	PREAMBLE
	 
	Article 1 — GENERAL
	 
	1.1   Plan	1
	1.2   Effective Dates	1
	1.3   Amounts Not Subject to Code Section 409A	1
	 	 
	Article 2 — DEFINITIONS
	 
	Article 3 — PARTICIPATION
	 
	3.1    Participation	6
	3.2   Termination of Participation	6
	 	 
	Article 4 — PARTICIPANT ELECTIONS
	 
	4.1    Deferral Agreement	7
	4.2   Amount of Deferral	7
	4.3   Timing of Election to Defer	7
	4.4   Election of Payment Schedule and Form of Payment	8
	 	 
	Article 5 — EMPLOYER CONTRIBUTIONS
	 
	5.1   Matching Contributions	9
	5.2   Other Contributions	9
	 	 
	Article 6 — ACCOUNTS AND CREDITS
	 
	6.1    Establishment of Account	10
	6.2   Credits to Account	10
	 	 
	Article 7 — INVESTMENT OF
    CONTRIBUTIONS
	 
	7.1    Investment Options	11
	7.2   Adjustment of Accounts	11
	 	 
	Article 8 — RIGHT TO BENEFITS
	 
	8.1   Vesting	12
	8.2   Death	12
	8.3   Disability	12
	 	 
	Article 9 — DISTRIBUTION OF
    BENEFITS
	 
	9.1   Amount of Benefits	13
	9.2   Method and Timing of Distributions	13
	9.3   Unforeseeable Emergency	13
	9.4   Payment Election Overrides	14






 






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	9.5   Cashouts Of Amounts Not Exceeding Stated Limit	14
	9.6   Required Delay in Payment to Key Employees	14
	9.7   Change in Control	15
	9.8   Permissible Delays in Payment	17
	9.9   Permitted Acceleration of Payment	18
	 	 
	Article 10 — AMENDMENT AND
    TERMINATION
	 
	10.1   Amendment by Plan Sponsor	20
	10.2   Plan Termination Following Change in Control or Corporate Dissolution	20
	10.3   Other Plan Terminations	20
	 	 
	Article 11 —THE TRUST
	 
	11.1   Establishment of Trust	21
	11.2   Grantor Trust	21
	11.3   Investment of Trust Funds	21
	 	 
	Article 12 — PLAN ADMINISTRATION
	 
	12.1   Powers and Responsibilities of the Administrator	22
	12.2   Claims and Review Procedures	22
	12.3   Plan Administrative Costs	23
	 	 
	Article 13 — MISCELLANEOUS
	 
	13.1   Unsecured General Creditor of the Employer	24
	13.2   Employer’s Liability	24
	13.3   Limitation of Rights	24
	13.4   Anti-Assignment	24
	13.5   Facility of Payment	24
	13.6   Notices	25
	13.7   Tax Withholding	25
	13.8   Indemnification	25
	13.9   Successors	26
	13.10   Disclaimer	26
	13.11   Governing Law	26


 






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PREAMBLE


 


The Plan is intended to be a “plan which is unfunded and
is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly
compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security
Act of 1974, as amended, or an “excess benefit plan” within the meaning of Section 3(36) of the Employee Retirement
Income Security Act of 1974, as amended, or a combination of both. The Plan is further intended to conform with the requirements
of Internal Revenue Code Section 409A and the final regulations issued thereunder and shall be interpreted, implemented and administered
in a manner consistent therewith.


 






     


     


    

 





Article
1 — GENERAL


 


		1.1	Plan. The Plan will be referred to by the name specified in the Adoption Agreement.



 


		1.2	Effective Dates.



 


(a)              
Original Effective Date. The Original Effective Date is the date as of which the Plan was initially adopted.


 


(b)             
Amendment Effective Date. The Amendment Effective Date is the date specified in the Adoption Agreement
as of which the Plan is amended and restated. Except to the extent otherwise provided herein or in the Adoption Agreement, the
Plan shall apply to amounts deferred and benefit payments made on or after the Amendment Effective Date.


 


(c)              
Special Effective Date. A Special Effective Date may apply to any given provision if so specified in Appendix
A of the Adoption Agreement. A Special Effective Date will control over the Original Effective Date or Amendment Effective Date,
whichever is applicable, with respect to such provision of the Plan.


 


		1.3	Amounts Not Subject to Code Section 409A



 


Except as otherwise indicated by the Plan Sponsor in
Section 1.01 of the Adoption Agreement, amounts deferred before January 1, 2005 that are earned and vested on December 31, 2004
will be separately accounted for and administered in accordance with the terms of the Plan as in effect on December 31, 2004.


 






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Article
2 — DEFINITIONS


 


Pronouns used in the Plan are in the masculine gender but include
the feminine gender unless the context clearly indicates otherwise. Wherever used herein, the following terms have the meanings
set forth below, unless a different meaning is clearly required by the context:


 


		2.1	“Account” means an account established for the purpose of recording amounts credited on behalf of a Participant
and any income, expenses, gains, losses or distributions included thereon. The Account shall be a bookkeeping entry only and shall
be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant or to the Participant’s
Beneficiary pursuant to the Plan.



 


		2.2	“Administrator” means the person or persons designated by the Plan Sponsor in Section 1.05 of the Adoption
Agreement to be responsible for the administration of the Plan. If no Administrator is designated in the Adoption Agreement, the
Administrator is the Plan Sponsor.



 


		2.3	“Adoption Agreement” means the agreement adopted by the Plan Sponsor that establishes the Plan.



 


		2.4	“Beneficiary” means the persons, trusts, estates or other entities entitled under Section 8.2 to receive
benefits under the Plan upon the death of a Participant.



 


		2.5	“Board” or “Board of Directors” means the Board of Directors of the Plan Sponsor.



 


		2.6	“Bonus” means an amount of incentive remuneration payable by the Employer to a Participant.



 


		2.7	“Change in Control” means the occurrence of an event involving the Plan Sponsor that is described in Section
9.7.



 


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



 


		2.9	“Compensation” has the meaning specified in Section 3.01 of the Adoption Agreement.



 


		2.10	“Director” means a non-employee member of the Board who has been designated by the Employer as eligible
to participate in the Plan.



 


		2.11	“Disabled” means a determination by the Administrator that the Participant is either (a) unable to engage
in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or last for a continuous period of not less
than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health
plan covering employees of the Employer. A Participant will be considered Disabled if he is determined to be totally disabled by
the Social Security Administration or the Railroad Retirement Board.



 






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		2.12	“Eligible Employee” means an employee of the Employer who satisfies the requirements in Section 2.01 of
the Adoption Agreement.



 


		2.13	“Employer” means the Plan Sponsor and any other entity which is authorized by the Plan Sponsor to participate
in and, in fact, does adopt the Plan.



 


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



 


		2.15	“Identification Date” means the date as of which Key Employees are determined which is specified in Section
1.06 of the Adoption Agreement.



 


		2.16	“Key Employee” means an employee who satisfies the conditions set forth in Section 9.6.



 


		2.17	“Participant” means an Eligible Employee or Director who commences participation in the Plan in accordance
with Article 3.



 


		2.18	“Plan” means the unfunded plan of deferred compensation set forth herein, including the Adoption Agreement
and any trust agreement, as adopted by the Plan Sponsor and as amended from time to time.



 


		2.19	“Plan Sponsor” means the entity identified in Section 1.03 of the Adoption Agreement or any successor by
merger, consolidation or otherwise.



 


		2.20	“Plan Year” means the period identified in Section 1.02 of the Adoption Agreement.



 


		2.21	“Related Employer” means the Employer and (a) any corporation that is a member of a controlled group of
corporations as defined in Code Section 414(b) that includes the Employer and (b) any trade or business that is under common control
as defined in Code Section 414(c) that includes the Employer, but substituting a 50% ownership level for 80%.



 


		2.22	“Retirement” has the meaning specified in 6.01(f) of the Adoption Agreement.



 


		2.23	“Separation from Service” means the date that the Participant dies, retires or otherwise has a termination
of employment with respect to all entities comprising the Related Employer. A Separation from Service does not occur if the Participant
is on military leave, sick leave or other bona fide leave of absence if the period of leave does not exceed six months or such
longer period during which the Participant’s right to re-employment is provided by statute or contract. If the period of
leave exceeds six months and the Participant’s right to re-employment is not provided either by statute or contract, a Separation
from Service will be deemed to have occurred on the first day following the six-month period. If the period of leave is due to
any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for
a continuous period of not less than six months, where the impairment causes the Participant to be unable to perform the duties
of his or her position of employment or any substantially similar position of employment, a 29 month period of absence may be substituted
for the six month period.



 









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Whether a termination of employment has occurred is
based on whether the facts and circumstances indicate that the Related Employer and the Participant reasonably anticipated that
no further services would be performed after a certain date or that the level of bona fide services the Participant would perform
after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20 percent
of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately
preceding 36 month period (or the full period of services to the Related Employer if the employee has been providing services to
the Related Employer for less than 36 months).


 


An independent contractor is considered to have experienced
a Separation from Service with the Related Employer upon the expiration of the contract (or, in the case of more than one contract,
all contracts) under which services are performed for the Related Employer if the expiration constitutes a good-faith and complete
termination of the contractual relationship.


 


If a Participant provides services as both an employee
and an independent contractor of the Related Employer, the Participant must separate from service both as an employee and as an
independent contractor to be treated as having incurred a Separation from Service. If a Participant ceases providing services as
an independent contractor and begins providing services as an employee, or ceases providing services as an employee and begins
providing services as an independent contractor, the Participant will not be considered to have experienced a Separation from Service
until the Participant has ceased providing services in both capacities.


 


If a Participant provides services both as an employee
and as a member of the board of directors of a corporate Related Employer (or an analogous position with respect to a noncorporate
Related Employer), the services provided as a director are not taken into account in determining whether the Participant has incurred
a Separation from Service as an employee for purposes of a nonqualified deferred compensation plan in which the Participant participates
as an employee that is not aggregated under Code Section 409A with any plan in which the Participant participates as a director.


 


If a Participant provides services both as an employee
and as a member of the board of directors of a corporate related Employer (or an analogous position with respect to a noncorporate
Related Employer), the services provided as an employee are not taken into account in determining whether the Participant has experienced
a Separation from Service as a director for purposes of a nonqualified deferred compensation plan in which the Participant participates
as a director that is not aggregated under Code Section 409A with any plan in which the Participant participates as an employee.


 


All determinations of whether a Separation from Service
has occurred will be made in a manner consistent with Code Section 409A and the final regulations thereunder.


 


		2.24	“Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from an illness
or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s
dependent (as defined in Code Section 152, without regard to Code section 152(b)(i), (b)(2) and
(d)(i)(B); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant.



 









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		2.25	“Valuation Date” means each business day of the Plan Year.



 


		2.26	“Years of Service” means each one year period for which the Participant receives service credit in accordance
with the provisions of Section 7.01(d) of the Adoption Agreement.



 









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Article
3 — PARTICIPATION


 


		3.1	Participation. The Participants in the Plan shall be those Directors and employees of the Employer who satisfy the requirements
of Section 2.01 of the Adoption Agreement.



 


		3.2	Termination of Participation. The Administrator may terminate a Participant’s participation in the Plan in a manner
consistent with Code Section 409A. If the Employer terminates a Participant’s participation before the Participant experiences
a Separation from Service the Participant’s vested Accounts shall be paid in accordance with the provisions of Article 9.



 









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Article
4 — PARTICIPANT ELECTIONS


 


		4.1	Deferral Agreement. If permitted by the Plan Sponsor in accordance with Section 4.01 of the Adoption Agreement, each
Eligible Employee and Director may elect to defer his Compensation within the meaning of Section 3.01 of the Adoption Agreement
by executing in writing or electronically, a deferral agreement in accordance with rules and procedures established by the Administrator
and the provisions of this Article 4.



 


			A new deferral agreement must be timely executed for each Plan Year during which the Eligible
                                                                          Employee or Director desires to defer Compensation. An Eligible Employee or Director who does not timely execute a deferral
                                                                          agreement shall be deemed to have elected zero deferrals of Compensation for such Plan Year.



 


			A deferral agreement may be changed or revoked during the period specified by the
                                                                           Administrator. Except as provided in Section 9.3 or in Section 4.01(c) of the Adoption Agreement, a deferral agreement
                                                                           becomes irrevocable at the close of the specified period.



 


		4.2	Amount of Deferral. An Eligible Employee or Director may elect to defer Compensation in any amount permitted by Section
4.01(a) of the Adoption Agreement.



 


		4.3	Timing of Election to Defer. Each Eligible Employee or Director who desires to defer Compensation otherwise payable
during a Plan Year must execute a deferral agreement within the period preceding the Plan Year specified by the Administrator.
Each Eligible Employee who desires to defer Compensation that is a Bonus must execute a deferral agreement within the period preceding
the Plan Year during which the Bonus is earned that is specified by the Administrator, except that if the Bonus can be treated
as performance based compensation as described in Code Section 409A(a)(4)(B)(iii), the deferral agreement may be executed within
the period specified by the Administrator, which period, in no event, shall end after the date which is six months prior to the
end of the period during which the Bonus is earned, provided the Participant has performed services continuously from the later
of the beginning of the performance period or the date the performance criteria are established through the date the Participant
executed the deferral agreement and provided further that the compensation has not yet become ‘readily ascertainable’
with the meaning of Reg. Sec 1.409A-2(a)(8). In addition, if the Compensation qualifies as ‘fiscal year compensation’
within the meaning of Reg. Sec. 1.409A -2(a)(6), the deferral agreement may be made not later than the end of the Employer’s
taxable year immediately preceding the first taxable year of the Employer in which any services are performed for which such Compensation
is payable.



 


			Except as otherwise provided below, an employee who is classified or designated as an
                                                                          Eligible Employee during a Plan Year or a Director who is designated as eligible to participate during a Plan Year may elect
                                                                          to defer Compensation otherwise payable during the remainder of such Plan Year in accordance with the rules of this Section
                                                                          4.3 by executing a deferral agreement within the thirty (30) day period beginning on the date the employee is classified or
                                                                          designated as an Eligible Employee or the date the Director is designated as eligible, whichever is applicable, if permitted
                                                                          by Section 4.01(b)(ii) of the Adoption Agreement. If Compensation is based on a specified performance period that begins before the Eligible Employee or Director executes
his deferral agreement, the election will be deemed to apply to the portion of such Compensation equal to the total amount of Compensation
for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election
becomes irrevocable and effective over the total number of days in the performance period. The rules of this paragraph shall not
apply unless the Eligible Employee or Director can be treated as initially eligible in accordance with Reg. Sec. 1.409A-2(a)(7).



 









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		4.4	Election of Payment Schedule and Form of Payment.



 


All elections of a payment schedule and a form of
payment will be made in accordance with rules and procedures established by the Administrator and the provisions of this Section
4.4.


 


(a)              
If the Plan Sponsor has elected to permit annual distribution elections in accordance with Section 6.01(h) of the
Adoption Agreement the following rules apply. At the time an Eligible Employee or Director completes a deferral agreement, the
Eligible Employee or Director must elect a distribution event (which includes a specified time) and a form of payment for the Compensation
subject to the deferral agreement from among the options the Plan Sponsor has made available for this purpose and which are specified
in 6.01(b) of the Adoption Agreement. Prior to the time required by Reg. Sec. 1.409A-2, the Eligible Employee or Director shall
elect a distribution event (which includes a specified time) and a form of payment for any Employer contributions that may be credited
to the Participant’s Account during the Plan Year. If an Eligible Employee or Director fails to elect a distribution event,
he shall be deemed to have elected Separation from Service as the distribution event. If he fails to elect a form of payment, he
shall be deemed to have elected a lump sum form of payment.


 


(b)              
If the Plan Sponsor has elected not to permit annual distribution elections in accordance with Section 6.01(h) of
the Adoption Agreement the following rules apply. At the time an Eligible Employee or Director first completes a deferral agreement
but in no event later than the time required by Reg. Sec. 1.409A-2, the Eligible Employee or Director must elect a distribution
event (which includes a specified time) and a form of payment for amounts credited to his Account from among the options the Plan
Sponsor has made available for this purpose and which are specified in Section 6.01(b) of the Adoption Agreement. If an Eligible
Employee or Director fails to elect a distribution event, he shall be deemed to have elected Separation from Service in the distribution
event. If the fails to elect a form of payment, he shall be deemed to have elected a lump sum form of payment.


 






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Article
5 — EMPLOYER CONTRIBUTIONS


 


		5.1	Matching Contributions. If elected by the Plan Sponsor in Section 5.01(a) of the Adoption Agreement, the Employer will
credit the Participant’s Account with a matching contribution determined in accordance with the formula specified in Section
5.01(a) of the Adoption Agreement. The matching contribution will be treated as allocated to the Participant’s Account at
the time specified in Section 5.01(a)(iii) of the Adoption Agreement.



 


		5.2	Other Contributions. If elected by the Plan Sponsor in Section 5.01(b) of the Adoption Agreement, the Employer will
credit the Participant’s Account with a contribution determined in accordance with the formula or method specified in Section
5.01(b) of the Adoption Agreement. The contribution will be treated as allocated to the Participant’s Account at the time
specified in Section 5.01(b)(iii) of the Adoption Agreement.



 






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Article
6 — ACCOUNTS AND CREDITS


 


		6.1	Establishment of Account. For accounting and computational purposes only, the Administrator will establish and maintain
an Account on behalf of each Participant which will reflect the credits made pursuant to Section 6.2, distributions or withdrawals,
along with the earnings, expenses, gains and losses allocated thereto, attributable to the hypothetical investments made with the
amounts in the Account as provided in Article 7. The Administrator will establish and maintain such other records and accounts,
as it decides in its discretion to be reasonably required or appropriate to discharge its duties under the Plan.



 


		6.2	Credits to Account. A Participant’s Account will be credited for each Plan Year with the amount of his elective
deferrals under Section 4.1 at the time the amount subject to the deferral election would otherwise have been payable to the Participant
and the amount of Employer contributions treated as allocated on his behalf under Article 5.



 






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Article
7 — INVESTMENT OF CONTRIBUTIONS


 


		7.1	Investment Options. The amount credited to each Account shall be treated as invested in the investment options designated
for this purpose by the Administrator.



 


		7.2	Adjustment of Accounts. The amount credited to each Account shall be adjusted for hypothetical investment earnings,
expenses, gains or losses in an amount equal to the earnings, expenses, gains or losses attributable to the investment options
selected by the party designated in Section 9.01 of the Adoption Agreement from among the investment options provided in Section
7.1. If permitted by Section 9.01 of the Adoption Agreement, a Participant (or the Participant’s Beneficiary after the death
of the Participant) may, in accordance with rules and procedures established by the Administrator, select the investments from
among the options provided in Section 7.1 to be used for the purpose of calculating future hypothetical investment adjustments
to the Account or to future credits to the Account under Section 6.2 effective as of the Valuation Date coincident with or next
following notice to the Administrator. Each Account shall be adjusted as of each Valuation Date to reflect: (a) the hypothetical
earnings, expenses, gains and losses described above; (b) amounts credited pursuant to Section 6.2; and (c) distributions or withdrawals.
In addition, each Account may be adjusted for its allocable share of the hypothetical costs and expenses associated with the maintenance
of the hypothetical investments provided in Section 7.1.



 






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Article
8 — RIGHT TO BENEFITS


 


		8.1	Vesting. A Participant, at all times, has the 100% nonforfeitable interest in the amounts credited to his Account attributable
to his elective deferrals made in accordance with Section 4.1.



 


A Participant’s right to the amounts credited
to his Account attributable to Employer contributions made in accordance with Article 5 shall be determined in accordance with
the relevant schedule and provisions in Section 7.01 of the Adoption Agreement. Upon a Separation from Service and after
application of the provisions of Section 7.01 of the Adoption Agreement, the Participant shall forfeit the nonvested portion of
his Account.


 


		8.2	Death. The Plan Sponsor may elect to accelerate vesting upon the death of the Participant in accordance with Section
7.01(c) of the Adoption Agreement and/or to accelerate distributions upon Death in accordance with Section 6.01(b) or Section 6.01(d)
of the Adoption Agreement. If the Plan Sponsor does not elect to accelerate distributions upon death in accordance with Section
6.01(b) or Section 6.01(d) of the Adoption Agreement, the vested amount credited to the Participant’s Account will be paid
in accordance with the provisions of Article 9.



 


A Participant may designate a Beneficiary or Beneficiaries,
or change any prior designation of Beneficiary or Beneficiaries in accordance with rules and procedures established by the Administrator.


 


A copy of the death notice or other sufficient documentation
must be filed with and approved by the Administrator. If upon the death of the Participant there is, in the opinion of the Administrator,
no designated Beneficiary for part or all of the Participant’s vested Account, such amount will be paid to his estate (such
estate shall be deemed to be the Beneficiary for purposes of the Plan) in accordance with the provisions of Article 9.


 


		8.3	Disability. If the Plan Sponsor has elected to accelerate vesting upon the occurrence of a Disability in accordance
with Section 7.01(c) of the Adoption Agreement and/or to permit distributions upon Disability in accordance with Section 6.01(b)
or Section 6.01(d) of the Adoption Agreement, the determination of whether a Participant has incurred a Disability shall be made
by the Administrator in its sole discretion in a manner consistent with the requirements of Code Section 409A.



 






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Article
9 — DISTRIBUTION OF BENEFITS


 


		9.1	Amount of Benefits. The vested amount credited to a Participant’s Account as determined under Articles 6, 7 and
8 shall determine and constitute the basis for the value of benefits payable to the Participant under the Plan.



 


		9.2	Method and Timing of Distributions. Except as otherwise provided in this Article 9, distributions under the Plan shall
be made in accordance with the elections made or deemed made by the Participant under Article 4. Subject to the provisions of Section
9.6 requiring a six month delay for certain distributions to Key Employees, distributions following a payment event shall commence
at the time specified in Section 6.01(a) of the Adoption Agreement. If permitted by Section 6.01(g) of the Adoption Agreement,
a Participant may elect, at least twelve months before a scheduled distribution event, to delay the payment date for a minimum
period of sixty months from the originally scheduled date of payment. The distribution election change must be made in accordance
with procedures and rules established by the Administrator. The Participant may, at the same time the date of payment is deferred,
change the form of payment but such change in the form of payment may not effect an acceleration of payment in violation of Code
Section 409A or the provisions of Reg. Sec. 1.409A-2(b). For purposes of this Section 9.2, a series of installment payments is
always treated as a single payment and not as a series of separate payments.



 


		9.3	Unforeseeable Emergency. A Participant may request a distribution due to an Unforeseeable Emergency if the Plan Sponsor
has elected to permit Unforeseeable Emergency withdrawals under Section 8.01(a) of the Adoption Agreement. The request must be
in writing and must be submitted to the Administrator along with evidence that the circumstances constitute an Unforeseeable Emergency.
The Administrator has the discretion to require whatever evidence it deems necessary to determine whether a distribution is warranted,
and may require the Participant to certify that the need cannot be met from other sources reasonably available to the Participant.
Whether a Participant has incurred an Unforeseeable Emergency will be determined by the Administrator on the basis of the relevant
facts and circumstances in its sole discretion, but, in no event, will an Unforeseeable Emergency be deemed to exist if the hardship
can be relieved: (a) through reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Participant’s
assets to the extent such liquidation would not itself cause severe financial hardship, or (c) by cessation of deferrals under
the Plan. A distribution due to an Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the emergency
need and may include any amounts necessary to pay any federal, state, foreign or local income taxes and penalties reasonably anticipated
to result from the distribution. The distribution will be made in the form of a single lump sum cash payment. If permitted by Section
8.01(b) of the Adoption Agreement, a Participant’s deferral elections for the remainder of the Plan Year will be cancelled
upon a withdrawal due to an Unforeseeable Emergency. If the payment of all or any portion of the Participant’s vested Account
is being delayed in accordance with Section 9.6 at the time he experiences an Unforeseeable Emergency, the amount being delayed
shall not be subject to the provisions of this Section 9.3 until the expiration of the six month period of delay required by section
9.6.



 






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		9.4	Payment Election Overrides. If the Plan Sponsor has elected one or more payment election overrides in accordance with
Section 6.01(d) of the Adoption Agreement, the following provisions apply. Upon the occurrence of the first event selected by the
Plan Sponsor, the remaining vested amount credited to the Participant’s Account shall be paid in the form designated to the
Participant or his Beneficiary regardless of whether the Participant had made different elections of time and /or form of payment
or whether the Participant was receiving installment payments at the time of the event.



 


		9.5	Cashouts Of Amounts Not Exceeding Stated Limit. If the vested amount credited to the Participant’s Account does
not exceed the limit established for this purpose by the Plan Sponsor in Section 6.01(e) of the Adoption Agreement at the time
he separates from service with the Related Employer for any reason, the Employer shall distribute such amount to the Participant
at the time specified in Section 6.01(a) of the Adoption Agreement in a single lump sum cash payment following such termination
regardless of whether the Participant had made different elections of time or form of payment as to the vested amount credited
to his Account or whether the Participant was receiving installments at the time of such termination. A Participant’s Account,
for purposes of this Section 9.5, shall include any amounts described in Section 1.3.



 


		9.6	Required Delay in Payment to Key Employees. Except as otherwise provided in this Section 9.6, a distribution made on
account of Separation from Service (or Retirement, if applicable) to a Participant who is a Key Employee as of the date of his
Separation from Service (or Retirement, if applicable) shall not be made before the date which is six months after the Separation
from Service (or Retirement, if applicable).



 


(a)              
A Participant is treated as a Key Employee if (i) he is employed by a Related Employer any of whose stock is publicly
traded on an established securities market, and (ii) he satisfies the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii),
determined without regard to Code Section 416(i)(5), at any time during the twelve month period ending on the Identification Date.


 


(b)              
A Participant who is a Key Employee on an Identification Date shall be treated as a Key Employee for purposes of
the six month delay in distributions for the twelve month period beginning on the first day of a month no later than the fourth
month following the Identification Date. The Identification Date and the effective date of the delay in distributions shall be
determined in accordance with Section 1.06 of the Adoption Agreement.


 


(c)              
The Plan Sponsor may elect to apply an alternative method to identify Participants who will be treated as Key Employees
for purposes of the six month delay in distributions if the method satisfies each of the following requirements. The alternative
method is reasonably designed to include all Key Employees, is an objectively determinable standard providing no direct or indirect
election to any Participant regarding its application, and results in either all Key Employees or no more than 200 Key Employees
being identified in the class as of any date. Use of an alternative method that satisfies the requirements of this Section 9.6(c)
will not be treated as a change in the time and form of payment for purposes of Reg. Sec. 1.409A-2(b).


 






    14


     


    

 


(d)              
 The six month delay does not apply to payments described in Section 9.9(a),(b) or (d) or to payments that occur
after the death of the Participant. If the payment of all or any portion of the Participant’s vested Account is being delayed
in accordance with this Section 9.6 at the time he incurs a Disability which would otherwise require a distribution under the terms
of the Plan, no amount shall be paid until the expiration of the six month period of delay required by this Section 9.6.


 


		9.7	Change in Control. If the Plan Sponsor has elected to permit distributions upon a Change in Control, the following provisions
shall apply. A distribution made upon a Change in Control will be made at the time specified in Section 6.01(a) of the Adoption
Agreement in the form elected by the Participant in accordance with the procedures described in Article 4. Alternatively, if the
Plan Sponsor has elected in accordance with Section 11.02 of the Adoption Agreement to require distributions upon a Change in Control,
the Participant’s remaining vested Account shall be paid to the Participant or the Participant’s Beneficiary at the
time specified in Section 6.01(a) of the Adoption Agreement as a single lump sum payment. A Change in Control, for purposes of
the Plan, will occur upon a change in the ownership of the Plan Sponsor, a change in the effective control of the Plan Sponsor
or a change in the ownership of a substantial portion of the assets of the Plan Sponsor, but only if elected by the Plan Sponsor
in Section 11.03 of the Adoption Agreement. The Plan Sponsor, for this purpose, includes any corporation identified in this Section
9.7. All distributions made in accordance with this Section 9.7 are subject to the provisions of Section 9.6.



 


If a Participant continues to make deferrals in accordance
with Article 4 after he has received a distribution due to a Change in Control, the residual amount payable to the Participant
shall be paid at the time and in the form specified in the elections he makes in accordance with Article 4 or upon his death or
Disability as provided in Article 8.


 


Whether a Change in Control has occurred will be determined
by the Administrator in accordance with the rules and definitions set forth in this Section 9.7. A distribution to the Participant
will be treated as occurring upon a Change in Control if the Plan Sponsor terminates the Plan in accordance with Section 10.2 and
distributes the Participant’s benefits within twelve months of a Change in Control as provided in Section 10.3.


 


(a)               Relevant
Corporations. To constitute a Change in Control for purposes of the Plan, the event must relate to (i) the corporation
for whom the Participant is performing services at the time of the Change in Control, (ii) the corporation that is liable for
the payment of the Participant’s benefits under the Plan (or all corporations liable if more than one corporation is
liable) but only if either the deferred compensation is attributable to the performance of services by the Participant for
such corporation (or corporations) or there is a bona fide business purpose for such corporation (or corporations) to be
liable for such payment and, in either case, no significant purpose of making such corporation (or corporations) liable for
such payment is the avoidance of federal income tax, or (iii) a corporation that is a majority shareholder of a corporation
identified in (i) or (ii), or any corporation in a chain of corporations in which each corporation is a majority shareholder
of another corporation in the chain, ending in a corporation identified in (i) or (ii). A majority shareholder is defined as
a shareholder owning more than fifty percent (50%) of the total fair market value and voting power of such corporation.


 






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(b)             
Stock Ownership. Code Section 318(a) applies for purposes of determining stock ownership. Stock underlying
a vested option is considered owned by the individual who owns the vested option (and the stock underlying an unvested option is
not considered owned by the individual who holds the unvested option). If, however, a vested option is exercisable for stock that
is not substantially vested (as defined by Treasury Regulation Section 1.83-3(b) and (j)) the stock underlying the option is not
treated as owned by the individual who holds the option.


 


(c)              
Change in the Ownership of a Corporation. A change in the ownership of a corporation occurs on the date
that any one person or more than one person acting as a group, acquires ownership of stock of the corporation that, together with
stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power
of the stock of such corporation. If any one person or more than one person acting as a group is considered to own more than fifty
percent (50%) of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional
stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change
in the effective control of the corporation as discussed below in Section 9.7(d)). An increase in the percentage of stock owned
by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange
for property will be treated as an acquisition of stock. Section 9.7(c) applies only when there is a transfer of stock of a corporation
(or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction. For purposes of
this Section 9.7(c), persons will not be considered to be acting as a group solely because they purchase or own stock of the same
corporation at the same time or as a result of a public offering. Persons will, however, be considered to be acting as a group
if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business
transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation,
purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders
in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other
corporation.


 



    16


     


    





  


(d)           Change
in the effective control of a corporation. A change in the effective control of a
corporation occurs on the date that either (i) any one person, or more than one person acting as a group, acquires (or has
acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons)
ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such
corporation, or (ii) a majority of members of the corporation’s board of directors is replaced during any twelve month
period by directors whose appointment or election is not endorsed by a majority of the members of the corporation’s
board of directors prior to the date of the appointment or election, provided that for purposes of this paragraph (ii), the
term corporation refers solely to the relevant corporation identified in Section 9.7(a) for which no other corporation is a
majority shareholder for purposes of Section 9.7(a). In the absence of an event described in Section 9.7(d)(i) or (ii), a
change in the effective control of a corporation will not have occurred. A change in effective control may also occur in any
transaction in which either of the two corporations involved in the transaction has a change in the ownership of such
corporation as described in Section 9.7(c) or a change in the ownership of a substantial portion of the assets of such
corporation as described in Section 9.7(e). If any one person, or more than one person acting as a group, is considered to
effectively control a corporation within the meaning of this Section 9.7(d), the acquisition of additional control of the
corporation by the same person or persons is not considered to cause a change in the effective control of the corporation or
to cause a change in the ownership of the corporation within the meaning of Section 9.7(c). For purposes of this Section
9.7(d), persons will or will not be considered to be acting as a group in accordance with rules similar to those set forth in
Section 9.7(c) with the following exception. If a person, including an entity, owns stock in both corporations that enter
into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be
acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation prior to
the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.




 


(e)           Change
in the ownership of a substantial portion of a corporation’s assets. A change
in the ownership of a substantial portion of a corporation’s assets occurs on the date that any one person, or more
than one person acting as a group (as determined in accordance with rules similar to those set forth in Section 9.7(d)),
acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or
persons) assets from the corporation that have a total gross fair market value equal to or more than forty percent (40%) of
the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or
acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation or the value of the
assets being disposed of determined without regard to any liabilities associated with such assets. There is no Change in
Control event under this Section 9.7(e) when there is a transfer to an entity that is controlled by the shareholders of the
transferring corporation immediately after the transfer. A transfer of assets by a corporation is not treated as a change in
ownership of such assets if the assets are transferred to (i) a shareholder of the corporation (immediately before the asset
transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or
voting power of which is owned, directly or indirectly, by the corporation, (iii) a person, or more than one person acting as
a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the
outstanding stock of the corporation, or (iv) an entity, at least fifty (50%) of the total value or voting power of which is
owned, directly or indirectly, by a person described in Section 9.7(e)(iii). For purposes of the foregoing, and except as
otherwise provided, a person’s status is determined immediately after the transfer of assets.






 


		9.8	Permissible Delays in Payment. Distributions may
be delayed beyond the date payment would otherwise occur in accordance with the provisions of Articles 8 and 9 in any of the following
circumstances as long as the Employer treats all payments to similarly situated Participants on a reasonably consistent basis.





 






    17


     


    

 


 (a)           The Employer may delay payment if it reasonably anticipates that its deduction with respect to such payment would be limited or eliminated by the application of Code Section 162(m). Payment must be made during the Participant’s first taxable year in which the Employer reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year the deduction of such payment will not be barred by the application of Code Section 162(m) or during the period beginning with the Participant’s Separation from Service and ending on the later of the last day of the Employer’s taxable year in which the Participant separates from service or the 15th day of the third month following the Participant’s Separation from Service. If a scheduled payment to a Participant is delayed in accordance with this Section 9.8(a), all scheduled payments to the Participant that could be delayed in accordance with this Section 9.8(a) will also be delayed.




 


 (b)          The Employer may also delay payment if it reasonably anticipates that the making of the payment will violate federal securities laws or other applicable laws provided payment is made at the earliest date on which the Employer reasonably anticipates that the making of the payment will not cause such violation.




 


 (c)          The Employer reserves the right to amend the Plan to provide for a delay in payment upon such other events and conditions as the Secretary of the Treasury may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.




 


		9.9	Permitted Acceleration of Payment. The Employer
may permit acceleration of the time or schedule of any payment or amount scheduled to be paid pursuant to a payment under the
Plan provided such acceleration would be permitted by the provisions of Reg. Sec. 1.409A-3(D(4), including the following events:





 


 (a)           Domestic Relations Order. A payment may be accelerated if such payment is made to an alternate payee pursuant to and following the receipt and qualification of a domestic relations order as defined in Code Section 414(p).




 


 (b)           Compliance with Ethics Agreements and Legal Requirements. A payment may be accelerated as may be necessary to comply with ethics agreements with the Federal government or as may be reasonably necessary to avoid the violation of Federal, state, local or foreign ethics law or conflicts of laws, in accordance with the requirements of Code Section 409A.




 


 (c)           De Minimis Amounts. A payment will be accelerated if (i) the amount of the payment is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), (ii) at the time the payment is made the amount constitutes the Participant’s entire interest under the Plan and all other plans that are aggregated with the Plan under Reg. Sec. 1.409A-1(c)(2).




 


 (d)           FICA Tax. A payment may be accelerated to the extent required to pay the Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) of the Code with respect to compensation deferred under the Plan (the “FICA Amount”). Additionally, a payment may be accelerated to pay the income tax on wages imposed under Code Section 3401 of the Code on the FICA Amount and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes. The total payment under this subsection (d) may not exceed the aggregate of the FICA Amount and the income tax withholding related to the FICA Amount.




 






    18


     


    

 


 (e)          Section 409A Additional Tax. A payment may be accelerated if the Plan fails to meet the requirements of Code Section 409A; provided that such payment may not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A.




 


 (f)            Offset. A payment may be accelerated in the Employer’s discretion as satisfaction of a debt of the Participant to the Employer, where such debt is incurred in the ordinary course of the service relationship between the Participant and the Employer, the entire amount of the reduction in any of the Employer’s taxable years does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.




 


 (g)          Other Events. A payment may be accelerated in the Administrator’s discretion in connection with such other events and conditions as permitted by Code Section 409A.




 






    19


     


    

 


Article
10 — AMENDMENT AND TERMINATION


 


		10.1	Amendment by Plan Sponsor. The Plan Sponsor reserves
the right to amend the Plan (for itself and each Employer) through action of its Board of Directors. No amendment can directly
or indirectly deprive any current or former Participant or Beneficiary of all or any portion of his Account which had accrued
and vested prior to the amendment.





 


		10.2	Plan Termination Following Change in Control or Corporate
Dissolution. If so elected by the Plan Sponsor in 11.01 of the Adoption Agreement, the Plan Sponsor reserves the right to
terminate the Plan and distribute all amounts credited to all Participant Accounts within the 30 days preceding or the twelve
months following a Change in Control as determined in accordance with the rules set forth in Section 9.7. For this purpose, the
Plan will be treated as terminated only if all agreements, methods, programs and other arrangements sponsored by the Related Employer
immediately after the Change in Control which are treated as a single plan under Reg. Sec. 1.409A-1(c)(2) are also terminated
so that all participants under the Plan and all similar arrangements are required to receive all amounts deferred under the terminated
arrangements within twelve months of the date the Plan Sponsor irrevocably takes all necessary action to terminate the arrangements.
In addition, the Plan Sponsor reserves the right to terminate the Plan within twelve months of a corporate dissolution taxed under
Code Section 331 or with the approval of a bankruptcy court pursuant to 11 U. S. C. Section 503(b)(1)(A) provided that amounts
deferred under the Plan are included in the gross incomes of Participants in the latest of (a) the calendar year in which the
termination occurs, (b) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture,
or (c) the first calendar year in which payment is administratively practicable.





 


		10.3	Other Plan Terminations. The Plan Sponsor retains
the discretion to terminate the Plan if (a) all arrangements sponsored by the Plan Sponsor that would be aggregated with any terminated
arrangement under Code Section 409A and Reg. Sec. 1.409A-1(c)(2) are terminated, (b) no payments other than payments that would
be payable under the terms of the arrangements if the termination had not occurred are made within twelve months of the termination
of the arrangements, (c) all payments are made within twenty-four months of the termination of the arrangements, (d) the Plan
Sponsor does not adopt a new arrangement that would be aggregated with any terminated arrangement under Code Section 409A and
the regulations thereunder at any time within the three year period following the date of termination of the arrangement, and
(e) the termination does not occur proximate to a downturn in the financial health of the Plan sponsor. The Plan Sponsor also
reserves the right to amend the Plan to provide that termination of the Plan will occur under such conditions and events as may
be prescribed by the Secretary of the Treasury in generally applicable guidance published in the Internal Revenue Bulletin.





 






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Article
11 —THE TRUST


 


		11.1	Establishment of Trust. The Plan Sponsor may but
is not required to establish a trust to hold amounts which the Plan Sponsor may contribute from time to time to correspond to
some or all amounts credited to Participants under Section 6.2. If the Plan Sponsor elects to establish a trust in accordance
with Section 10.01 of the Adoption Agreement, the provisions of Sections 11.2 and 11.3 shall become operative.





 


		11.2	Grantor Trust. Any trust established by the Plan
Sponsor shall be between the Plan Sponsor and a trustee pursuant to a separate written agreement under which assets are held,
administered and managed, subject to the claims of the Plan Sponsor’s creditors in the event of the Plan Sponsor’s
insolvency. The trust is intended to be treated as a grantor trust under the Code, and the establishment of the trust shall not
cause the Participant to realize current income on amounts contributed thereto. The Plan Sponsor must notify the trustee in the
event of a bankruptcy or insolvency.





 


		11.3	Investment of Trust Funds. Any amounts contributed
to the trust by the Plan Sponsor shall be invested by the trustee in accordance with the provisions of the trust and the instructions
of the Administrator. Trust investments need not reflect the hypothetical investments selected by Participants under Section 7.1
for the purpose of adjusting Accounts and the earnings or investment results of the trust need not affect the hypothetical investment
adjustments to Participant Accounts under the Plan.





 






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Article
12 — PLAN ADMINISTRATION


 


		12.1	Powers and Responsibilities of the Administrator.
The Administrator has the full power and the full responsibility to administer the Plan in all of its details, subject, however,
to the applicable requirements of ERISA. The Administrator’s powers and responsibilities include, but are not limited to,
the following:





 


		(a)	To make and enforce such rules and procedures as it deems
necessary or proper for the efficient administration of the Plan;



 


(b)
         To interpret the Plan, its interpretation thereof to be final, except
as provided in Section 12.2, on all persons claiming benefits under the Plan;




 


		(c)	To decide all questions concerning the Plan and the eligibility
of any person to participate in the Plan;



 


		(d)	To administer the claims and review procedures specified
in Section 12.2;



 


(e)          
To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance
with the provisions of the Plan;




 


		(f)	To determine the person or persons to whom such benefits
will be paid;



 


		(g)	To authorize the payment of benefits;



 


		(h)	To comply with the reporting and disclosure requirements
of Part 1 of Subtitle B of Title I of ERISA;



 


		(i)	To appoint such agents, counsel, accountants, and consultants
as may be required to assist in administering the Plan;



 


(j)
          By written instrument, to allocate and delegate its responsibilities, including the formation of an Administrative Committee
to administer the Plan.




 


		12.2	Claims and Review Procedures.



 


		(a)	Claims Procedure.



 


			If any person believes he is being denied any rights or benefits under the Plan, such person
                                                                            may file a claim in writing with the Administrator. If any such claim is wholly or partially denied, the Administrator will
                                                                            notify such person of its decision in writing. Such notification will contain (i) specific reasons for the denial, (ii)
                                                                            specific reference to pertinent Plan provisions, (iii) a description of any additional material or information necessary for
                                                                            such person to perfect such claim and an explanation of why such material or information is necessary, and (iv) a description
                                                                            of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the
                                                                            person’s right to bring a civil action following an adverse decision on review. Such notification will be given within
                                                                            90 days (45 days in the case of a claim regarding
Disability) after the claim is received by the Administrator. The Administrator may extend the period for providing the notification
by 90 days (30 days in the case of a claim regarding Disability) if special circumstances require an extension of time for processing
the claim and if written notice of such extension and circumstance is given to such person within the initial 90 day period (45
day period in the case of a claim regarding Disability). If such notification is not given within such period, the claim will be
considered denied as of the last day of such period and such person may request a review of his claim.



 






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		(b)	Review Procedure.



 


			Within 60 days (180 days in the case of a claim regarding Disability) after the date on which
                                                                            a person receives a written notification of denial of claim (or, if written notification is not provided, within 60 days (180
                                                                            days in the case of a claim regarding Disability) of the date denial is considered to have occurred), such person (or his
                                                                            duly authorized representative) may (i) file a written request with the Administrator for a review of his denied claim and of
                                                                            pertinent documents and (ii) submit written issues and comments to the Administrator. The Administrator will notify such
                                                                            person of its decision in writing. Such notification will be written in a manner calculated to be understood by such person
                                                                            and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The
                                                                            notification will explain that the person is entitled to receive, upon request and free of charge, reasonable access to and
                                                                            copies of all pertinent documents and has the right to bring a civil action following an adverse decision on review. The
                                                                            decision on review will be made within 60 days (45 days in the case of a claim regarding Disability). The Administrator may
                                                                            extend the period for making the decision on review by 60 days (45 days in the case of a claim regarding Disability) if
                                                                            special circumstances require an extension of time for processing the request such as an election by the Administrator to
                                                                            hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60-day
                                                                            period (45 days in the case of a claim regarding Disability). If the decision on review is not made within such period, the
                                                                            claim will be considered denied.



 


		12.3	Plan Administrative Costs. All reasonable costs and expenses (including legal, accounting, and employee communication
fees) incurred by the Administrator in administering the Plan shall be paid by the Plan to the extent not paid by the Employer.



 






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Article
13 — MISCELLANEOUS


 


		13.1	Unsecured General Creditor of the Employer. Participants and their Beneficiaries, heirs, successors and assigns shall
have no legal or equitable rights, interests or claims in any property or assets of the Employer. For purposes of the payment of
benefits under the Plan, any and all of the Employer’s assets shall be, and shall remain, the general, unpledged, unrestricted
assets of the Employer. Each Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise
to pay money in the future.



 


		13.2	Employer’s Liability. Each Employer’s liability for the payment of benefits under the Plan shall be defined
only by the Plan and by the deferral agreements entered into between a Participant and the Employer. An Employer shall have no
obligation or liability to a Participant under the Plan except as provided by the Plan and a deferral agreement or agreements.
An Employer shall have no liability to Participants employed by other Employers.



 


		13.3	Limitation of Rights. Neither the establishment of the Plan, nor any amendment thereof, nor the creation of any fund
or account, nor the payment of any benefits, will be construed as giving to the Participant or any other person any legal or equitable
right against the Employer, the Plan or the Administrator, except as provided herein; and in no event will the terms of employment
or service of the Participant be modified or in any way affected hereby.



 


		13.4	Anti-Assignment. Except as may be necessary to fulfill a domestic relations order within the meaning of Code Section
414(p), none of the benefits or rights of a Participant or any Beneficiary of a Participant shall be subject to the claim of any
creditor. In particular, to the fullest extent permitted by law, all such benefits and rights shall be free from attachment, garnishment,
or any other legal or equitable process available to any creditor of the Participant and his or her Beneficiary. Neither the Participant
nor his or her Beneficiary shall have the right to alienate, anticipate, commute, pledge, encumber, or assign any of the payments
which he or she may expect to receive, contingently or otherwise, under the Plan, except the right to designate a Beneficiary to
receive death benefits provided hereunder. Notwithstanding the preceding, the benefit payable from a Participant’s Account
may be reduced, at the discretion of the administrator, to satisfy any debt or liability to the Employer.



 


		13.5	Facility of Payment. If the Administrator determines, on the basis of medical reports or other evidence satisfactory
to the Administrator, that the recipient of any benefit payments under the Plan is incapable of handling his affairs by reason
of minority, illness, infirmity or other incapacity, the Administrator may direct the Employer to disburse such payments to a person
or institution designated by a court which has jurisdiction over such recipient or a person or institution otherwise having the
legal authority under State law for the care and control of such recipient. The receipt by such person or institution of any such
payments therefore, and any such payment to the extent thereof, shall discharge the liability of the Employer, the Plan and the
Administrator for the payment of benefits hereunder to such recipient.



 






    24


     


    

 


		13.6	Notices. Any notice or other communication to the Employer or Administrator in connection with the Plan shall be deemed
delivered in writing if addressed to the Plan Sponsor at the address specified in Section 1.03 of the Adoption Agreement and if
either actually delivered at said address or, in the case or a letter, 5 business days shall have elapsed after the same shall
have been deposited in the United States mails, first-class postage prepaid and registered or certified.



 


		13.7	Tax Withholding. If the Employer concludes that tax is owing with respect to any deferral or payment hereunder, the
Employer shall withhold such amounts from any payments due the Participant, as permitted by law, or otherwise make appropriate
arrangements with the Participant or his Beneficiary for satisfaction of such obligation. Tax, for purposes of this Section 13.7
means any federal, state, local or any other governmental income tax, employment or payroll tax, excise tax, or any other tax or
assessment owing with respect to amounts deferred, any earnings thereon, and any payments made to Participants under the Plan.



 


		13.8	Indemnification. (a) Each Indemnitee (as defined in Section 13.8(e)) shall be indemnified and held harmless by the Employer
for all actions taken by him and for all failures to take action (regardless of the date of any such action or failure to take
action), to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated, against all expense,
liability, and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid
or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined in
Subsection (e)). No indemnification pursuant to this Section shall be made, however, in any case where (1) the act or failure to
act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness
or (2) there is a settlement to which the Employer does not consent.



 


(b)          
The right to indemnification provided in this Section shall include the right to have the expenses incurred by the
Indemnitee in defending any Proceeding paid by the Employer in advance of the final disposition of the Proceeding, to the fullest
extent permitted by the law of the jurisdiction in which the Employer is incorporated; provided that, if such law requires, the
payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only on delivery
to the Employer of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified under this Section or otherwise.


 


(c)           
Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be such and shall inure
to the benefit of his heirs, executors, and administrators. The Employer agrees that the undertakings made in this Section shall
be binding on its successors or assigns and shall survive the termination, amendment or restatement of the Plan.


 


(d)          
The foregoing right to indemnification shall be in addition to such other rights as the Indemnitee may enjoy as a
matter of law or by reason of insurance coverage of any kind and is in addition to and not in lieu of any
rights to indemnification to which the Indemnitee may be entitled pursuant to the by-laws of the Employer.


 






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(e)           
For the purposes of this Section, the following definitions shall apply:


 


		(1)	“Indemnitee” shall mean each person serving as an Administrator (or any other person who is an employee, director,
or officer of the Employer) who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any
Proceeding, by reason of the fact that he is or was performing administrative functions under the Plan.



 


		(2)	“Proceeding” shall mean any threatened, pending, or completed action, suit, or proceeding (including, without limitation,
an action, suit, or proceeding by or in the right of the Employer), whether civil, criminal, administrative, investigative, or
through arbitration.



 


		13.9	Successors. The provisions of the Plan shall bind and inure to the benefit of the Plan Sponsor, the Employer and their
successors and assigns and the Participant and the Participant’s designated Beneficiaries.



 


		13.10	Disclaimer. It is the Plan Sponsor’s intention that the Plan comply with the requirements of Code Section 409A.
Neither the Plan Sponsor nor the Employer shall have any liability to any Participant should any provision of the Plan fail to
satisfy the requirements of Code Section 409A.



 


		13.11	Governing Law. The Plan will be construed, administered and enforced according to the laws of the State specified by
the Plan Sponsor in Section 12.01 of the Adoption Agreement.



 






    26


     


    

 



 


ADOPTION AGREEMENT


 


1.01       PREAMBLE


 


By the execution of this Adoption
Agreement the Plan Sponsor

hereby [complete (a) or (b)]


 


		(a)	 ̈ adopts a new
plan as of ___________ [month, day, year]



 


		(b)	x amends and restates its existing plan as
                                                             of 01-01-2008  [month, day, year] which is the Amendment Restatement Date. As provided in Appendix A and further
                                                             herein, all amounts deferred under the Plan prior to the Amendment Restatement Date shall be governed by the terms of the
                                                             Plan as amended and restated herein.



 


Original Effective Date: 03-24-1998 [month,
day, year]


 


Pre-409A Grandfathering:  ̈
Yes x  No


 


1.02       PLAN


 


Plan Name: Utz Quality Foods, Inc.
Nonqualified Deferred Compensation Plan


 


Plan Year: ends December 31.


 


1.03       PLAN SPONSOR


 


	Name:	Utz Quality Foods, Inc.
	Address:	900 High Street, Hanover, PA 17331
	Phone #:	717-637-6644
	EIN:	23-1292435
	Fiscal Yr:	December 31


 


Is stock of the Plan Sponsor, any Employer
or any Related Employer publicly traded on an established securities market?


 


 ̈
Yes x No


 






     


     


    







 


1.04       EMPLOYER


 


The following entities have been authorized
by the Plan Sponsor to participate in and have adopted the Plan (insert “Not Applicable” if none have been authorized):


 


	Entity	 	Publicly Traded on Est. Securities Market
	 	 	 
	 	 	Yes	No	 
	Not Applicable	 	 ̈	 ̈	 
		 	 ̈	 ̈	 
		 	 ̈	 ̈	 
		 	 ̈	 ̈	 
		 	 ̈	 ̈	 


 


1.05       ADMINISTRATOR


 


The Plan Sponsor has designated the
following party or parties to be responsible for the administration of the Plan:


 


	 	Name:	Committee appointed by the Board of Directors
                              of Utz Quality Foods, Inc.
	 	Address:	900 High Street, Hanover,
PA 17331
		Note:	The Administrator is the person or persons designated by the Plan Sponsor to
be responsible for the administration of the Plan. Neither Fidelity Employer Services Company nor any other Fidelity affiliate
can be the Administrator.



 


1.06       KEY EMPLOYEE
DETERMINATION DATES


 


The Employer has designated _______ as
the Identification Date for purposes of determining Key Employees.


 


In the absence of a designation, the Identification
Date is December 31.


 


The Employer has designated _______ as
the effective date for purposes of applying the six month delay in distributions to Key Employees.


 


In the absence of a designation, the effective
date is the first day of the fourth month following the Identification Date.


 






    	 	2	 



     


    







 


2.01       PARTICIPATION


 


	 	(a)	x	 Employees [complete (i), (ii) or (iii)]
	 	 	 	 	 
	 	 	(i)	x	Eligible Employees are selected by the Employer.
	 	 	 	 	 
	 	 	(ii)	 ̈	Eligible Employees are those employees of the Employer who satisfy the following criteria:
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	(iii)	 ̈	Employees are not eligible to participate.
	 	 	 	 	 
	 	(b)	 ̈	 Directors [complete (i), (ii) or (iii)]
	 	 	 	 	 
	 	 	(i)	 ̈	All Directors are eligible to participate.
	 	 	 	 	 
	 	 	(ii)	 ̈	Only Directors selected by the Employer are eligible to participate.
	 	 	 	 	 
	 	 	(iii)	 ̈	Directors are not eligible to participate.



 






    	 	3	 



     


    

 


3.01       COMPENSATION


 


For purposes of determining
Participant contributions under Article 4 and Employer contributions under Article 5, Compensation shall be defined in the
following manner [complete (a) or (b) and select (c) and/or (d), if applicable]:


 


	 	(a)	x	Compensation is defined as:
	 	 	 	 
	 	 	 	Base Salary, plus Annual Bonus
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
		(b)	 ̈	Compensation as defined in [insert name of qualified plan] without regard to the limitation in Section 401(a)(17)
of the Code for such Plan Year.
	 	 	 	 
	 	(c)	 ̈	Director Compensation is defined as:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	(d)	 ̈	Compensation shall, for all Plan purposes,
be limited to $_____.
	 	 	 	 
	 	(c)	 ̈	Not Applicable.



 


3.02       BONUSES


 


Compensation, as defined in Section 3.01
of the Adoption Agreement, includes the following type of bonuses:


 


	Type	Will be treated as
 Performance Based Compensation
	 	 	 
	 	Yes	No
	Annual Bonus	x	 ̈
	 	 ̈	 ̈
	 	 ̈	 ̈
	 	 ̈	 ̈
	 	 ̈	 ̈
	 ̈ Not Applicable.	 	 



 






    	 	4	 



     


    

 


4.01       PARTICIPANT
CONTRIBUTIONS


 


If Participant contributions are permitted,
complete (a), (b), and (c). Otherwise complete (d).


 


(a)          Amount
of Deferrals


 


A Participant may elect within the period specified
in Section 4.01(b) of the Adoption Agreement to defer the following amounts of remuneration. For each type of remuneration listed,
complete “dollar amount” and / or “percentage amount”.


 


(i)       Compensation
Other than Bonuses [do not complete if you complete (iii)]


 


	Type of Remuneration	Dollar Amount	% Amount	Increment
	Min	Max	Min	Max
	(a)    Base Salary	$0	$999,999	0%	50%	$1/1%
	(b)	 	 	 	 	 
	(c)	 	 	 	 	 
	 	 	 	 	 	 


Note: The maximum dollar amount elected shall be further
restricted so that the total base salary deferral does not exceed 50% of base salary year-to-date. Note further that the increment
is required to determine the permissible deferral amounts. For example, a minimum of 0% and maximum of 20% with a 5% increment
would allow an individual to defer 0%, 5%, 10%, 15% or 20%.


 


(ii)       Bonuses
[do not complete if you complete (iii)]


 


	Type of Bonus	Dollar Amount	% Amount	Increment
	Min	Max	Min	Max
	(a)    Annual Bonus	 	 	0%	100%	1%
	(b)	 	 	 	 	 
	(c)	 	 	 	 	 
	 	 	 	 	 	 


(iii)       Compensation
[do not complete if you completed (i) and (ii)]


 


	Dollar Amount	% Amount	Increment
	Min	Max	Min	Max
	 	 	 	 	 


 






    	 	5	 



     


    







 


(iv)        Director
Compensation


 


	Type of Compensation	Dollar Amount	% Amount	Increment
	Min	Max	Min	Max
	Annual Retainer	 	 	 	 	 
	Meeting Fees	 	 	 	 	 
	Other:	 	 	 	 	 
	Other:	 	 	 	 	 


 


(b)          Election
Period


 


(i)           Performance
Based Compensation


 


A special election period


 


 x
Does      ̈ Does Not


 


apply to each eligible type of performance
based compensation referenced in Section 3.02 of the Adoption Agreement.


 


The special election period,
if applicable, will be determined by the Employer.


 


(ii)          Newly
Eligible Participants


 


An employee who is classified or
designated as an Eligible Employee during a Plan Year


 


x
May       ̈ May Not


 


elect to defer Compensation earned
during the remainder of the Plan Year by completing a deferral agreement within the 30 day period beginning on the date he is eligible
to participate in the Plan.


 


(c)          Revocation
of Deferral Agreement


 


A Participant’s deferral agreement


 


x
Will
  ̈ Will Not


 


be cancelled for the remainder of any Plan Year during
which he receives a hardship distribution of elective deferrals from a qualified cash or deferred arrangement maintained by the
Employer. If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.


 


(d)          No
Participant Contributions


 


 ̈           Participant contributions
are not permitted under the Plan.


 






    	 	6	 



     


    







 


5.01       EMPLOYER
CONTRIBUTIONS


 


If Employer contributions are permitted,
complete (a) and/or (b). Otherwise complete (c).


 


(a)          Matching
Contributions


 


(i)         Amount


 


For each Plan Year, the Employer shall make a Matching
Contribution on behalf of each Participant who defers Compensation for the Plan Year and satisfies the requirements of Section
5.01(a)(ii) of the Adoption Agreement equal to [complete the ones that are applicable]:


 


		(A)	 ̈     _______ [insert percentage] of the Compensation the Participant has elected to defer for the
Plan Year



 


		(B)	 ̈     An amount determined by the Employer in its sole discretion



 


		(C)	 ̈     Matching Contributions for each Participant shall be limited to _____ and/or ______% of Compensation.
	 	 	 
	 	(D)	 ̈     Other:
	 	 	 
	 	 	 
	 	 	 
		(E)	 ̈     Not
                                         Applicable [Proceed to Section 5.01(b)]



 


(ii)          Eligibility
for Matching Contribution


 


A Participant who defers Compensation for the Plan Year
shall receive an allocation of Matching Contributions determined in accordance with Section 5.01(a)(i) provided he satisfies the
following requirements [complete the ones that are applicable]:


 





		(A)	 ̈     Describe requirements:
	 	 	 
	 	 
	 	      
	 	                                                        
	 	 	 
	 	(B)	 ̈     Is selected by the Employer
in its sole discretion to receive an allocation of Matching Contributions
	 	 	 
	 	(C)	 ̈      No requirements


 






    	 	7	 



     


    

 


(iii)         Time
of Allocation


 


Matching Contributions, if made, shall be treated as
allocated [select one]:


 


		(A)	 ̈     As of the last day of the Plan Year
	 	 	 
	 	(B)	 ̈     At such times as the Employer shall determine
in its sole discretion
	 	 	 
	 	(C)	 ̈     At the time the Compensation on account
of which the Matching Contribution is being made would otherwise have been paid 
	 	to the Participant
	 	 	 
	 	(D)	 ̈     Other:
	 	 
	 	 



 


(b)          Other
Contributions


 


(i)           Amount


 


The Employer shall make a contribution or contributions
on behalf of each Participant who satisfies the requirements of Section 5.01(b)(ii) equal to [complete the ones that are applicable]:


 


		(A)	 ̈     An amount equal to _______ [insert number]
                                                             % of the Participant’s Compensation



 


		(B)	x    An amount determined by the Employer in its sole discretion



 


		(C)	 ̈    Contributions for each Participant shall be limited to $______.
	 	 	 
	 	(D)	x    Other:
	 	 	 
	 	 	The profit sharing contribution for the year based on compensation in excess of the IRC Section 401(a)(17) limit as determined
by the Employer in its sole discretion.
	 	 	 
	 	 	 
	 	(E)	 ̈     Not Applicable [Proceed to Section 6.01]
	 	 	 



 


(ii)          Eligibility
for Other Contributions


 


A Participant shall receive an allocation
of other Employer contributions determined in accordance with Section 5.01(b)(i) for the Plan Year if he satisfies the following
requirements [complete the one that is applicable]:


 


	 		(A)	 ̈	Describe
requirements:
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 






    	 	8	 



     


    

 





	 		(B)	x	Is selected by the Employer in its sole discretion to receive an allocation of other Employer
contributions
	 	 	 	 	 
	 	 	(C)	 ̈	No requirements
	 	 		 	
	(iii)	 	Time of Allocation
	 	 	 	 	 
	 	 	Employer contributions, if made, shall be treated as
allocated [select one]:
	 	 	 	 	 
	 	 	(A)	 ̈	As of the last day of the Plan Year
	 	 	 	 	 
	 	 	(B)	x	At such time or times as the Employer
shall determine in its sole discretion
	 	 	 	 	 
	 	 	(C)	 ̈	Other:
	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 
	(c)	 	No Employer Contributions
	 	 	 
	 	 	 ̈     Employer
contributions are not permitted under the Plan.


 






    	 	9	 



     


    

 



 


6.01        DISTRIBUTIONS


 


The timing and form of payment of distributions
made from the Participant’s vested Account shall be made in accordance with the elections made in this Section 6.01 of the
Adoption Agreement except when Section 9.6 of the Plan requires a six month delay for certain distributions to Key Employees of
publicly traded companies.


 


		(a)	Timing of Distributions



 


(i)       All distributions
shall commence in accordance with the following [choose one]:


 


		(A)	 ̈	As soon as administratively feasible following the distribution event



 


		(B)	x	Monthly on specified day 15th [insert day]



 


		(C)	 ̈	Annually on specified month and day ____ [insert month and day]



 


		(D)	 ̈	Calendar quarter on specified month and day [____ month of quarter (insert 1,2 or 3); _____ day (insert day)]



 


(ii)       The timing
of distributions as determined in Section 6.01(a)(i) shall be modified by the adoption of:


 


		(A)	 ̈	Event Delay — Distribution events other than those based on Specified Date or Specified Age will be treated as not having
occurred for _______ months [insert number of months].



 


		(B)	 ̈	Hold Until Next Year — Distribution events other than those based on Specified Date or Specified Age will be treated as
not having occurred for twelve months from the date of the event if payment pursuant to Section 6.01(a)(i) will thereby occur
in the next calendar year or on the first payment date in the next calendar year in all other cases.
	 	 	 	 
	 	(C)	 ̈ 	Immediate
Processing — The timing method selected by the Plan Sponsor under Section 6.01(a)(i) shall be overridden for the following
distribution events [insert events]:
	 	 	 	 
	 	 	 	 



  


		(D)	x	Not applicable.



 






    10


     


    

 


		(b)	Distribution Events



 


Participants may elect the following payment events
and the associated form or forms of payment. If multiple events are selected, the earliest to occur will trigger payment. For installments,
insert the range of available periods (e.g., 5-15) or insert the periods available (e.g., 5,7,9).


 


	 	 	 	Lump

Sum	Installments
	(i)	 x	Specified Date	x	1-5 years
	(ii)	  ̈	Specified Age	 ̈	_____ years
	(iii)	 x	Separation from Service	x	1-5 years
	(iv)	  ̈	Separation from Service plus 6 months	 ̈	_____ years
	(v)	  ̈	Separation from Service plus ___ months [not to exceed ____ months]	 ̈	_____ years
	(vi)	  ̈	Retirement	 ̈	_____ years
	(vii)	  ̈	Retirement plus 6 months	 ̈	_____ years
	(viii)	  ̈	Retirement plus ___ months [not to exceed ___ months]	 ̈	_____ years
	(ix)	  ̈	Later of Separation from Service or Specified Age	 ̈	_____ years
	(x)	  ̈	Later of Separation from Service of Specified Date	 ̈	_____ years
	(xi)	  ̈	Disability	 ̈	_____ years
	(xii)	  ̈	Death	 ̈	_____ years


 


The minimum deferral period for Specified Date or Specified
Age event shall be two years. Anything in this Section 6.01(b) to the contrary notwithstanding, Participant elections of time and
form of payment of distributions are only available for Participant contributions made in accordance with Section 4.01. Amounts
attributable to Employer contributions made in accordance with Section 5.01 shall be distributed upon Separation from Service in
a Lump Sum payment subject to the provisions of Section 6.01(d).


 


Installments may be paid [select each that applies]


 


		x	Monthly



		x	Quarterly



		x	Semi-annually



		x	Annually



 


 


		(c)	Specified Date and Specified Age elections may not extend beyond age Not
Applicable [insert age or “Not Applicable” if no maximum age applies].



 






    11


     


    

 


		(d)	Payment Election Override



 


Payment of the remaining vested
balance of the Participant’s Account will automatically occur at the time specified in Section 6.01(a) of the Adoption Agreement
in the form indicated upon the earliest to occur of the following events [check each event that applies and for each event include
only a single form of payment]:


 


	 	 ̈ 	EVENTS	FORM OF PAYMENT
	 	 ̈ 	Separation from Service	 ̈	Lump sum	_____	Installments
	 	 	Separation from Service before Retirement	 ̈	Lump sum	_____	Installments
	 	x 	Death	x	Lump sum	_____	Installments
	 	x	Disability	x	Lump sum	_____	Installments
	 	 ̈ 	Not applicable	 	 	 	 


 


		(e)	Involuntary Cashouts



 


		x	If the Participant’s vested Account at the time of his Separation from
Service does not exceed $Section 402(q) limit ($15,500 in 2008) distribution of the vested Account shall automatically be
made in the form of a single lump sum in accordance with Section 9.5 of the Plan.



 


		 ̈	There are no involuntary cashouts.



 


		(f)	Retirement



 


		 ̈	Retirement shall be defined as a Separation from Service
that occurs on or after the Participant [insert description of requirements]:

	 	 
	 	 



 


		x	No special definition of Retirement applies.



 


		(g)	Distribution Election Change



 


A Participant


 


		x	Shall



		 ̈	Shall Not



 


be permitted to modify a scheduled distribution date
and/or payment option in accordance with Section 9.2 of the Plan.


 


A Participant shall generally be permitted to elect
such modification any number of times.


 






    12


     


    

 


Administratively, allowable distribution events will
be modified to reflect all options necessary to fulfill the distribution change election provision.


 


		(h)	Frequency of Elections



 


The Plan Sponsor


 


		x	Has



		 ̈	Has Not



 


Elected to permit annual elections of a time and form
of payment for amounts deferred under the Plan.


 






    13


     


    




 


7.01        VESTING


 


		(a)	Matching Contributions



 


The Participant’s vested interest in the amount
credited to his Account attributable to Matching Contributions shall be based on the following schedule:


 


	 	 ̈ 	Year of Service	Vesting %	 
	 	 	0	______	(insert ‘100’ if there is immediate vesting)
	 	 	1	______	 
	 	 	2	______	 
	 	 	3	______	 
	 	 	4	______	 
	 	 	5	______	 
	 	 	6	______	 
	 	 	7	______	 
	 	 	8	______	 
	 	 	9	______	 



 


	 	 ̈ 	Other:	 	 
	 	 	___________________________	 
	 	 	___________________________	 
	 	 	 	 	 
	 	 ̈ 	Class year vesting applies.	 
	 	 	 	 	 
	 	x 	Not applicable.	 	 
	 	 	 	 	 


		(b)	Other Employer Contributions



 


The Participant’s vested interest in the amount
credited to his Account attributable to Employer contributions other than Matching Contributions shall be based on the following
schedule:


 


	 	x	Year of Service	Vesting %	 
	 	 	0	100%	(insert ‘100’ if there is immediate vesting)
	 	 	1	______	 
	 	 	2	______	 
	 	 	3	______	 
	 	 	4	______	 
	 	 	5	______	 
	 	 	6	______	 
	 	 	7	______	 
	 	 	8	______	 
	 	 	9	______	 



 






    14


     


    

 


 


	 	 ̈ 	Other:	 	 
	 	 	___________________________	 
	 	 	___________________________	 
	 	 	 	 	 
	 	 ̈ 	Class year vesting applies.	 
	 	 	 	 	 
	 	 ̈ 	Not applicable.	 	 


 


		(c)	Acceleration of Vesting



 


A Participant’s vested interest in his Account
will automatically be 100% upon the occurrence of the following events: [select the ones that are applicable]:


 


		(i)	 ̈	Death



 


		(ii)	 ̈	Disability



 


		(iii)	 ̈	Change in Control



 


		(iv)	 ̈	Eligibility for Retirement



 


		(v)	 ̈	Other:                                                                               	

	 	                                                                                                                	 






 


		(vi)	x	Not applicable.



 


		(d)	Years of Service



 


(i)       A Participant’s
Years of Service shall include all service performed for the Employer and


 


		 ̈	Shall



		 ̈	Shall Not



 


include service performed for the Related Employer.


 


(ii)       Years
of Service shall also include service performed for the following entities:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 






    15


     


    

 


(iii)       Years
of Service shall be determined in accordance with (select one)


 


		(A)	 ̈	The elapsed time method in Treas. Reg. Sec. 1.410(a)-7



 


		(B)	 ̈	The general method in DOL Reg. Sec. 2530.200b-1 through b-4



 


		(C)	 ̈	The Participant’s
Years of Service credited under [insert name of plan]___________________
	 	 	 	 



 


		(D)	 ̈	Other:	 
	 	 	 	 
	 	 	 	 



 


		(iv)	x	Not applicable.



 






    16


     


    

 


 


8.01       UNFORESEEABLE
EMERGENCY


 


		(a)	A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24:



 


		x	Will



		 ̈	Will Not [if Unforeseeable Emergency withdrawals are
not permitted, proceed to Section 9.01]



 


be allowed solely with respect to amounts attributable
to Employee deferrals made in accordance with Section 4.01.


 


		(b)	Upon a withdrawal due to an Unforeseeable Emergency, a Participant’s deferral
election for the remainder of the Plan Year:



 


		x	Will



		 ̈	Will Not



 


be cancelled. If cancellation occurs, the Participant
may resume participation in accordance with Article 4 of the Plan.


 






    17


     


    

 


 


9.01       INVESTMENT
DECISIONS


 


Investment decisions regarding the hypothetical
amounts credited to a Participant’s Account shall be made by [select one]:


 


		(a)	x	The Participant or his Beneficiary



 


		(b)	 ̈	The Employer



 






    18


     


    

 


10.01       GRANTOR
TRUST


 


The Employer [select one]:


 


		x	Does



		 ̈	Does Not



 


intend to establish a grantor trust
in connection with the Plan.


 






    19


     


    







 


11.01       TERMINATION
UPON CHANGE IN CONTROL


 


The Plan Sponsor


 


		x	Reserves



		 ̈	Does Not Reserve



 


the right to terminate the Plan and distribute
all vested amounts credited to Participant Accounts upon a Change in Control as described in Section 9.7.


 


11.02       AUTOMATIC
DISTRIBUTION UPON CHANGE IN CONTROL


 


Distribution of the remaining vested balance
of each Participant’s Account


 


		 ̈	Shall



		x	Shall Not



 


automatically be paid as a lump sum payment
upon the occurrence of a Change in Control as provided in Section 9.7.


 


11.03       CHANGE
IN CONTROL


 


A Change in Control for Plan purposes
includes the following [select each definition that applies]:


 


		(a)	x	A change in the ownership of the Employer as described in Section 9.7(c) of the Plan.



 


		(b)	x	A change in the effective control of the Employer as described in Section 9.7(d) of the Plan.



 


		(c)	x	A change in the ownership of a substantial portion of the assets of the Employer as described in Section 9.7(e) of the Plan.



 


		(d)	 ̈	Not Applicable.



 






    20


     


    







 


12.01       GOVERNING
STATE LAW


 


The laws of Pennsylvania shall
apply in the administration of the Plan to the extent not preempted by ERISA.


 






    21


     


    







 


EXECUTION PAGE


 


The Plan Sponsor has caused this Adoption
Agreement to be executed this 15th day of April 2008.


 


		 PLAN
                                         SPONSOR:	Utz Quality Foods, Inc. 
	 	 	 
	 	 By:	/s/
    Todd Staub
	 	 	 
	
	Title:
                                         	VP
    - CFO




 






    22


     


    







 


APPENDIX A


 


SPECIAL EFFECTIVE DATES


 


		(1)	Amounts deferred prior to January 1, 2008 together with 2008 Base Salary deferrals shall be accounted for separately from the
class year accounted amounts deferred on and after January 1, 2008.



 


		(2)	Specified Date elections set forth in Section 6.01(b) become available effective with the deferral elections made during 2008
with respect to (i) Annual Bonus earned during 2008 and (ii) 2009 Base Salary.



 


		(3)	Distribution election changes made in accordance with Section 6.01(g) become available effective with the deferral of Annual
Bonus earned during 2008 and 2009 Base Salary.



 


		(4)	Notwithstanding the available forms of payment specified in Section 6.01(b), Participant elections of the level dollar installments
form of payment made prior to January 1, 2008 shall continue in effect on and after January 1, 2008.



 


		(5)	As permitted by the final regulations, where the plan has been operated in compliance with section 409A and the regulations
prior to January 1, 2008, the plan is not being amended to be compliant with section 409A with respect to amounts that were deferred
under the plan that were paid on or before December 31, 2007 in compliance with the transition guidance.



 


		(6)	Notwithstanding the foregoing, the plan sponsor has reserved the right accorded by Notice 2007-86 to extend transition relief
to participant elections of time and form of payment or election changes through December 31, 2008, provided the amounts are not
otherwise payable during 2008 and the specified time of payment is after 2008.