Rackspace US, Inc. Deferred Compensation Plan




 Exhibit 10.9 
 RACKSPACE US, INC. 
 DEFERRED COMPENSATION
PLAN 








 Rackspace US, Inc. Deferred Compensation Plan 
  

			
	 ARTICLE I
	  	
	 Establishment and Purpose
	  	1
		
	 ARTICLE II
	  	
	 Definitions
	  	1
		
	 ARTICLE III
	  	
	 Eligibility and Participation
	  	8
		
	 ARTICLE IV
	  	
	 Deferrals
	  	9
		
	 ARTICLE V
	  	
	 Company Contributions
	  	12
		
	 ARTICLE VI
	  	
	 Benefits
	  	12
		
	 ARTICLE VII
	  	
	 Modifications to Payment Schedules
	  	15
		
	 ARTICLE VIII
	  	
	 Valuation of Account Balances; Investments
	  	16
		
	 ARTICLE IX
	  	
	 Administration
	  	17
		
	 ARTICLE X
	  	
	 Amendment and Termination
	  	18
		
	 ARTICLE XI
	  	
	 Informal Funding
	  	19
		
	 ARTICLE XII
	  	
	 Claims
	  	19
		
	 ARTICLE XIII
	  	
	 General Provisions
	  	25

  









 Rackspace US, Inc. Deferred Compensation Plan 
  

 ARTICLE I 
 Establishment and Purpose 
 Rackspace US, Inc. (the “Company”) hereby adopts the Rackspace US, Inc. Deferred Compensation Plan (the
“Plan”), effective July 8, 2008. 
 The purpose of the Plan is to attract and retain key employees by providing each Participant with an
opportunity to defer receipt of a portion of their salary, bonus, and other specified compensation. The Plan is not intended to meet the qualification requirements of Code Section 401(a), but is intended to meet the requirements of Code
Section 409A, and shall be operated and interpreted consistent with that intent. 
 The Plan constitutes an unsecured promise by a Participating
Employer to pay benefits in the future. Participants in the Plan shall have the status of general unsecured creditors of the Company or the Adopting Employer, as applicable. Each Participating Employer shall be solely responsible for payment of the
benefits of its employees and their beneficiaries. The Plan is unfunded for Federal tax purposes and is intended to be an unfunded arrangement for eligible employees who are part of a select group of management or highly compensated employees of the
Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Any amounts set aside to defray the liabilities assumed by the Company or an Adopting Employer will remain the general assets of the Company or the Adopting Employer
and shall remain subject to the claims of the Company’s or the Adopting Employer’s creditors until such amounts are distributed to the Participants. 
 ARTICLE II 
 Definitions 
  

	2.1	Account. Account means a bookkeeping account maintained by the Committee to record the payment obligation of a Participating Employer to a Participant as determined under the
terms of the Plan. The Committee may maintain an Account to record the total obligation to a Participant and component Accounts to reflect amounts payable at different times and in different forms. Reference to an Account means any such Account
established by the Committee, as the context requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. 

  

	2.2	Account Balance. Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation
Date. 

  

	2.3	Adopting Employer. Adopting Employer means an Affiliate who, with the consent of the Company, has adopted the Plan for the benefit of its eligible employees.


  

	2.4	Affiliate. Affiliate means a corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c).


  

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	2.5	Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary is entitled in accordance with
provisions of the Plan. The Participant’s spouse, if living, otherwise the Participant’s estate, shall be the Beneficiary if: (i) the Participant has failed to properly designate a Beneficiary, or (ii) all designated
Beneficiaries have predeceased the Participant. 

 A former spouse shall have no interest under the Plan, as Beneficiary or
otherwise, unless the Participant designates such person as a Beneficiary after dissolution of the marriage, except to the extent provided under the terms of a domestic relations order as described in Code Section 414(p)(1)(B). 
  

	2.6	Business Day. A Business Day is each day on which the New York Stock Exchange is open for business. 

  

	2.7	Change in Control. Change in Control, with respect to a Participating Employer that is organized as a corporation, occurs on the date on which any of the
following events occur (i) a change in the ownership of the Participating Employer; (ii) a change in the effective control of the Participating Employer; or (iii) a change in the ownership of a substantial portion of the assets of the
Participating Employer. 

 For purposes of this Section, a change in the ownership of the Participating Employer occurs on the
date on which any one person, or more than one person acting as a group, acquires ownership of stock of the Participating Employer 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 the Participating Employer (provided that the acquisition of additional stock by a person, or more than one person acting as a group, who is already considered to own more than 50% of the total
fair market value or voting power of the stock of Participating Employer is not considered to cause a change in the ownership of the Participating Employer). A change in the effective control of the Participating Employer occurs on the date on which
either: (i) a person, or more than one person acting as a group, acquires ownership of stock of the Participating Employer possessing thirty percent (30%) or more of the total voting power of the stock of the Participating Employer, taking
into account all such stock acquired during the twelve (12) month period ending on the date of the most recent acquisition; or (ii) a majority of the members of the Participating Employer’s Board of Directors is replaced during any
twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a majority
shareholder of the Participating Employer . A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group, other than a person or group of persons that is related
to the Participating Employer, acquires assets from the Participating Employer 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 Participating
Employer immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the twelve (12) month period ending on the date of the most recent acquisition. 
  

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 An event constitutes a Change in Control with respect to a Participant only if the Participant
performs services for the Participating Employer that has experienced the Change in Control, or the Participant’s relationship to the affected Participating Employer otherwise satisfies the requirements of Treasury Regulation
Section 1.409A-3(i)(5)(ii). 
 The determination as to the occurrence of a Change in Control shall be based on objective facts and in
accordance with the requirements of Code Section 409A. 
  

	2.8	Chief Executive Officer. Chief Executive Officer means the individual who performs the functions of a Chief Executive Officer for the Company or a Participating Employer


  

	2.9	Claimant. Claimant means a Participant or Beneficiary filing a claim under Article XII of this Plan. 

  

	2.9	Code. Code means the Internal Revenue Code of 1986, as amended from time to time. 

  

	2.10	Code Section 409A. Code Section 409A means section 409A of the Code, and regulations and other guidance issued by the Treasury Department and Internal Revenue
Service thereunder. 

  

	2.11	Committee. Committee means the committee appointed by the Board of Directors of the Company (or the appropriate committee of such board) to administer the Plan. If no
designation is made, the Chief Executive Officer of the Company or his delegate shall have and exercise the powers of the Committee. 

  

	2.12	Company. Company means Rackspace US, Inc. 

  

	2.13	Company Contribution. Company Contribution means a credit by a Participating Employer to a Participant’s Account(s) in accordance with the provisions of Article V of the
Plan. Company Contributions are credited at the sole discretion of the Participating Employer and the fact that a Company Contribution is credited in one year shall not obligate the Participating Employer to continue to make such Company
Contribution in subsequent years. Unless the context clearly indicates otherwise, a reference to Company Contribution shall include Earnings attributable to such contribution. 

  

	2.14	Compensation. Compensation means a Participant’s base salary including any deferred salary under Code Section 401(k) or 125 plan), bonus, commission, and such other
cash or equity-based compensation (if any) approved by the Committee as Compensation that may be deferred under this Plan. Compensation shall not include any compensation that has been previously deferred under this Plan or any other arrangement
subject to Code Section 409A. 

  

	2.15	 Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement between a Participant and a Participating Employer that specifies:
(i) the amount of each component of Compensation that the Participant has elected to defer to 



  

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the Plan in accordance with the provisions of Article IV,; and (ii) the Payment Schedule applicable to one or more Accounts. The Committee may permit
different deferral amounts for each component of Compensation and may establish a minimum or maximum deferral amount for each such component. Unless otherwise specified by the Committee in the Compensation Deferral Agreement, Participants may defer
up to ninety percent (90%) of their base salary and up to one hundred percent (100%) of other types of Compensation for a Plan Year. A Compensation Deferral Agreement may also specify the investment allocation described in
Section 8.4. 


  

	2.16	Death Benefit. Death Benefit means the benefit payable under the Plan to a Participant’s Beneficiary(ies) upon the Participant’s death as provided in
Section 6.1 of the Plan. 

  

	2.17	Deferral. Deferral means a credit to a Participant’s Account(s) that records that portion of the Participant’s Compensation that the Participant has elected to
defer to the Plan in accordance with the provisions of Article IV. Unless the context of the Plan clearly indicates otherwise, a reference to Deferrals includes Earnings attributable to such Deferrals. 

 Deferrals shall be calculated with respect to the gross cash Compensation payable to the Participant prior to any deductions or withholdings, but shall be
reduced by the Committee as necessary so that it does not exceed one hundred percent (100%) of the cash Compensation of the Participant remaining after deduction of all required income and employment taxes, 401(k) and other employee benefit
deductions, and other deductions required by law. Changes to payroll withholdings that affect the amount of Compensation being deferred to the Plan shall be allowed only to the extent permissible under Code Section 409A. 
  

	2.18	Earnings. Earnings means an adjustment to the value of an Account in accordance with Article VIII. 

  

	2.19	Effective Date. Effective Date means July 8, 2008. 

  

	2.20	Eligible Employee. Eligible Employee means a member of a “select group of management or highly compensated employees” of a Participating Employer within the meaning
of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, as determined by the Committee from time to time in its sole discretion. 

  

	2.21	Employee. Employee means a common-law employee of the Company or a Participating Employer. 

  

	2.22	Employer. Employer means, with respect to Employees it employs, the Company and each Affiliate. 

  

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

  

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	2.24	Fiscal Year Compensation. Fiscal Year Compensation means Compensation earned during one or more consecutive fiscal years of a Participating Employer, all of which is paid
after the last day of such fiscal year or years. 

  

	2.25	Participant. Participant means an Eligible Employee who has received notification of his or her eligibility to defer Compensation under the Plan under Section 3.1 and
any other person with an Account Balance greater than zero, regardless of whether such individual continues to be an Eligible Employee. A Participant’s continued participation in the Plan shall be governed by Section 3.2 of the Plan.


  

	2.26	Participating Employer. Participating Employer means the Company and each Adopting Employer. 

  

	2.27	Payment Schedule. Payment Schedule means the date as of which payment of an Account under the Plan will commence and the form in which payment of such Account will be made.


  

	2.28	Performance-Based Compensation. Performance-Based Compensation means Compensation where the amount of, or entitlement to, the Compensation is contingent on the satisfaction
of pre-established organizational or individual performance criteria relating to a performance period of at least twelve (12) consecutive months. Organizational or individual performance criteria are considered pre-established if established in
writing by not later than ninety (90) days after the commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established. The determination of whether
Compensation qualifies as “Performance-Based Compensation” will be made in accordance with Treas. Reg. Section 1.409A-1(e) and subsequent guidance. 

  

	2.29	Plan. Generally, the term Plan means the “Rackspace US, Inc. Deferred Compensation Plan” as documented herein and as may be amended from time to time hereafter.
However, to the extent permitted or required under Code Section 409A, the term Plan may in the appropriate context also mean a portion of the Plan that is treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the Plan or
portion of the Plan and any other nonqualified deferred compensation plan or portion thereof that is treated as a single plan under such section. 

  

	2.30	Plan Year. Plan Year means January 1 through December 31. 

  

	2.31	Retirement/Termination Account. Retirement/Termination Account means an Account established by the Committee to record the amounts payable to a Participant upon Separation
from Service. Unless the Participant has established a Specified Date Account, all Deferrals and Company Contributions shall be allocated to a Retirement/Termination Account on behalf of the Participant. 

  

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	2.32	Separation from Service. An Employee incurs a Separation from Service upon termination of employment with the Employer. Whether a Separation from Service has occurred shall
be determined by the Committee in accordance with Code Section 409A. 

 Except in the case of an Employee on a bona fide
leave of absence as provided below, an Employee is deemed to have incurred a Separation from Service if the Employer and the Employee reasonably anticipated that the level of services to be performed by the Employee after a date certain would be
reduced to twenty percent (20%) or less of the average services rendered by the Employee during the immediately preceding thirty-six (36) month period (or the total period of employment, if less than thirty-six (36) months),
disregarding periods during which the Employee was on a bona fide leave of absence. 
 An Employee who is absent from work due to military
leave, sick leave, or other bona fide leave of absence shall incur a Separation from Service on the first date immediately following the later of: (i) the six-month anniversary of the commencement of the leave; or (ii) the expiration of
the Employee’s right, if any, to reemployment under statute or contract. Notwithstanding the preceding, however, an Employee who is absent from work due to a physical or mental impairment that is expected to result in death or last for a
continuous period of at least six (6) months and that prevents the Employee from performing the duties of his position of employment or a similar position shall incur a Separation from Service on the first date immediately following the
twenty-nine (29) month anniversary of the commencement of the leave. 
 An independent contractor incurs a Separation from Service upon
the expiration of all contracts with the Employer, provided the contractual relationship has in good faith been completely terminated/upon the 12-month anniversary of the date all contracts with the Employer have expired, provided the Participant
does not perform services for the Employer during that time. 
 For purposes of determining whether a Separation from Service has occurred,
the Employer means the Employer as defined in Section 2.22 of the Plan, except that for purposes of determining whether another organization is an Affiliate of the Company, common ownership of at least fifty percent (50%) shall be
determinative. 
 The Committee specifically reserves the right to determine whether a sale or other disposition of substantial assets to an
unrelated party constitutes a Separation from Service with respect to a Participant providing services to the seller immediately prior to the transaction and providing services to the buyer after the transaction. Such determination shall be made in
accordance with the requirements of Code Section 409A. 
  

	2.33	Specified Date Account. A Specified Date Account means an Account established by the Committee to record the amounts payable at a future date as specified in the
Participant’s Compensation Deferral Agreement. Unless otherwise determined by the Committee, a Participant may maintain no more than five (5) Specified Date Accounts. A Specified Date Account may be identified in enrollment materials as an
“In-Service Account” or such other name as established by the Committee without affecting the meaning thereof. 

  

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	2.34	Specified Date Benefit. Specified Date Benefit means the benefit payable to a Participant under the Plan in accordance with Section 6.1(b). 

  

	2.35	Specified Employee. Specified Employee means an Employee who, as of the date of his Separation from Service, is a “key employee” of the Company or any Affiliate,
any stock of which is actively traded on an established securities market or otherwise. 

 An Employee is a key employee if he
or she meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with applicable regulations thereunder and without regard to Code Section 416(i)(5)) at any time during the twelve (12) month
period ending on the Specified Employee Identification Date. Such Employee shall be treated as a key employee for the entire twelve (12) month period beginning on the Specified Employee Effective Date. 
 For purposes of determining whether an Employee is a Specified Employee, the compensation of the Employee shall be determined in accordance with the
definition of compensation provided under Treas. Reg. Section 1.415(c)-2(d)(3) (wages within the meaning of Code section 3401(a) for purposes of income tax withholding at the source, plus amounts excludible from gross income under section
125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), without regard to rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed); provided, however, that, with respect
to a nonresident alien who is not a Participant in the Plan, compensation shall not include compensation that is not includible in the gross income of the Employee under Code Sections 872, 893, 894, 911, 931 and 933, provided such compensation is
not effectively connected with the conduct of a trade or business within the United States. 
 Notwithstanding anything in this paragraph to
the contrary: (i) if a different definition of compensation has been designated by the Company with respect to another nonqualified deferred compensation plan in which a key employee participates, the definition of compensation shall be the
definition provided in Treas. Reg. Section 1.409A-1(i)(2); and (ii) the Company may through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the Company, elect to use a different
definition of compensation. 
 In the event of corporate transactions described in Treas. Reg. Section 1.409A-1(i)6), the identification
of Specified Employees shall be determined in accordance with the default rules described therein, unless the Employer elects to utilize the available alternative methodology through designations made within the timeframes specified therein.

  

	2.36	Specified Employee Identification Date. Specified Employee Identification Date means December 31, unless the Employer has elected a different date through action that is
legally binding with respect to all nonqualified deferred compensation plans maintained by the Employer. 

  

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	2.37	Specified Employee Effective Date. Specified Employee Effective Date means the first day of the fourth month following the Specified Employee Identification Date, or such
earlier date as is selected by the Committee. 

  

	2.38	Substantial Risk of Forfeiture. Substantial Risk of Forfeiture shall have the meaning specified in Treas. Reg. Section 1.409A-1(d). 

  

	2.39	Termination Benefit. Termination Benefit means the benefit payable to a Participant under the Plan following the Participant’s Separation from Service prior to
Retirement. 

  

	2.40	Unforeseeable Emergency. An Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the
Participant’s spouse, the Participant’s dependent (as defined in Code section 152, without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), or a Beneficiary; loss of the Participant’s property due to casualty (including the need
to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the
Participant. The types of events which may qualify as an Unforeseeable Emergency may be limited by the Committee in administrative documents or forms. 

  

	2.41	Valuation Date. Valuation Date shall mean each Business Day. 

  

	2.42	Year of Service. A Year of Service shall mean each twelve (12) month period of continuous service with the Company or a Participating Employer. 


ARTICLE III 
 Eligibility and Participation 

  

	3.1	Eligibility and Participation. An Eligible Employee becomes a Participant upon the earlier to occur of: (i) a credit of Company Contributions under Article V; or
(ii) receipt of notification of eligibility to participate. 

  

	3.2	Duration. A Participant shall be eligible to defer Compensation and receive allocations of Company Contributions, subject to the terms of the Plan, for as long as such
Participant remains an Eligible Employee. A Participant who is no longer an Eligible Employee but has not Separated from Service may not defer Compensation under the Plan but may otherwise exercise all of the rights of a Participant under the Plan
with respect to his or her Account(s). On and after a Separation from Service, a Participant shall remain a Participant as long as his or her Account Balance is greater than zero and during such time may continue to make allocation elections as
provided in Section 8.4. An individual shall cease being a Participant in the Plan when all benefits under the Plan to which he or she is entitled have been paid 

  

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 ARTICLE IV 
 Deferrals 
  

	4.1	Deferral Elections, Generally. 

  

	 	(a)	A Participant may elect to defer Compensation by submitting a Compensation Deferral Agreement during the enrollment periods established by the Committee and in the manner specified
by the Committee, but in any event, in accordance with Section 4.2. A Compensation Deferral Agreement that is not timely filed with respect to a service period or component of Compensation shall be considered void and shall have no effect with
respect to such service period or Compensation. The Committee may modify any Compensation Deferral Agreement prior to the date the election becomes irrevocable under the rules of Section 4.2. 

  

	 	(b)	The Participant shall specify on his or her Compensation Deferral Agreement the amount of Deferrals and whether to allocate Deferrals to a Retirement/Termination Account or to a
Specified Date Account. If no designation is made, Deferrals shall be allocated to the Retirement/Termination Account. A Participant may also specify in his or her Compensation Deferral Agreement the Payment Schedule applicable to his or her Plan
Accounts. If the Payment Schedule is not specified in a Compensation Deferral Agreement, the Payment Schedule shall be the Payment Schedule specified in Section 6.2. 

  

	4.2	Timing Requirements for Compensation Deferral Agreements. 

  

	 	(a)	First Year of Eligibility. In the case of the first year in which an Eligible Employee becomes eligible to participate in the Plan, he has up to thirty (30) days
following his initial eligibility to submit a Compensation Deferral Agreement with respect to Compensation to be earned during such year. The Compensation Deferral Agreement described in this paragraph becomes irrevocable upon the end of such thirty
(30) day period. The determination of whether an Eligible Employee may file a Compensation Deferral Agreement under this paragraph shall be determined in accordance with the rules of Code Section 409A, including the provisions of Treas.
Reg. Section 1.409A-2(a)(7). 

 A Compensation Deferral Agreement filed under this paragraph applies to Compensation earned
on and after the date the Compensation Deferral Agreement becomes irrevocable. 
  

	 	(b)	Prior Year Election. Except as otherwise provided in this Section 4.2, Participants may defer Compensation by filing a Compensation Deferral Agreement no later than
December 31 of the year prior to the year in which the Compensation to be deferred is earned. A Compensation Deferral Agreement described in this paragraph shall become irrevocable with respect to such Compensation as of December 31 of the
year prior to the year in which such Compensation is earned. 

  

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	 	(c)	Performance-Based Compensation. Participants may file a Compensation Deferral Agreement with respect to Performance-Based Compensation no later than the date that is six
(6) months before the end of the performance period, provided that: 

  

	 	(i)	the Participant performs services continuously from the later of the beginning of the performance period or the date the criteria are established through the date the Compensation
Deferral Agreement is submitted; and 

  

	 	(ii)	the Compensation is not readily ascertainable as of the date the Compensation Deferral Agreement is filed. 

 A Compensation Deferral Agreement becomes irrevocable with respect to Performance-Based Compensation as of the day immediately following the latest date
for filing such election. Any election to defer Performance-Based Compensation that is made in accordance with this paragraph and that becomes payable as a result of the Participant’s death or disability (as defined in Treas. Reg.
Section 1.409A-1(e)) or upon a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)) prior to the satisfaction of the performance criteria, will be void. 
  

	 	(d)	Sales Commissions. Sales commissions (as defined in Treas. Reg. Section 1.409A-2(a)(12)(i)) are considered to be earned in the taxable year of the Participant in which
the sale occurs. The Compensation Deferral Agreement must be filed before the last day of the year preceding the year in which the sales commissions are earned and becomes irrevocable after that date. 

  

	 	(e)	Investment Commissions. Investment commissions (as defined in Treas. Reg. Section 1.409A-2(a)(12)(ii)) are considered to be earned in the twelve (12) month period
immediately preceding the date assets are valued for purposes of calculating the commission. Investment Commissions must be deferred under the timing rules set forth in this Section 4.2. 

  

	 	 (f)
	 Fiscal Year Compensation. A Participant may defer Fiscal Year Compensation by filing a Compensation Deferral
Agreement prior to the first (1st) day of the fiscal year or years in which such Fiscal Year Compensation is earned. The Compensation Deferral
Agreement described in this paragraph becomes irrevocable on the first (1st) day of the fiscal year or years to which it applies.



  

	 	(g)	Short-Term Deferrals. Compensation that meets the definition of a “short-term deferral” described in Treas. Reg. Section 1.409A-1(b)(4) may be deferred in
accordance with the rules of Article VII, applied as if the date the Substantial Risk of Forfeiture lapses is the date payments were originally scheduled to commence, provided, however, that the provisions of Section 7.3 shall not apply to
payments attributable to a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)). 

  

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	 	 (h)
	 Certain Forfeitable Rights. With respect to a legally binding right to a payment in a subsequent year that is
subject to a forfeiture condition requiring the Participant’s continued services for a period of at least twelve (12) months from the date the Participant obtains the legally binding right, an election to defer such Compensation may be
made on or before the thirtieth (30th) day after the Participant obtains the legally binding right to the Compensation, provided that the
election is made at least twelve (12) months in advance of the earliest date at which the forfeiture condition could lapse. The Compensation Deferral Agreement described in this paragraph becomes irrevocable after such thirtieth (30th) day. If the forfeiture condition applicable to the payment lapses before the end of the required service period as a result of the Participant’s
death or disability (as defined in Treas. Reg. Section 1.409A-3(i)(4)) or upon a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)), the Compensation Deferral Agreement will be void unless it would be considered timely
under another rule described in this Section. 


  

	 	(i)	Company Awards. Participating Employers may unilaterally provide for deferrals of Company awards by the time the Participant first has a legally binding right to the
Compensation or, of later, the time the Participant would be required to make an election under Treas. Reg. Section 1.409A-2(a). Deferrals of Company awards (such as sign-on, retention, or severance pay) may be negotiated with a Participant
prior to the date the Participant has a legally binding right to such Compensation. 

  

	 	(j)	“Evergreen” Deferral Elections. The Committee, in its discretion, may provide in the Compensation Deferral Agreement that such Compensation Deferral Agreement will
continue in effect for each subsequent year or performance period. Such “evergreen” Compensation Deferral Agreements will become effective with respect to an item of Compensation on the date such election becomes irrevocable under this
Section 4.2. An evergreen Compensation Deferral Agreement may be terminated or modified prospectively with respect to Compensation for which such election remains revocable under this Section 4.2. A Participant whose Compensation Deferral
Agreement is cancelled in accordance with Section 4.6 will be required to file a new Compensation Deferral Agreement under this Article IV in order to recommence Deferrals under the Plan. 

  

	 4.3
	 Allocation of Deferrals. A Compensation Deferral Agreement may allocate Deferrals to one or more Specified Date
Accounts and/or to the Retirement/Termination Account. The Committee may, in its discretion, establish a minimum deferral period for Specified Date Accounts (for example, the third (3rd) Plan Year following the year Compensation subject to the Compensation Deferral Agreement is earned). 


  

	4.4	Deductions from Pay. The Committee has the authority to determine the payroll practices under which any component of Compensation subject to a Compensation Deferral Agreement
will be deducted from a Participant’s Compensation. 

  

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	4.5	Vesting. Participant Deferrals shall be one hundred percent (100%) vested at all times. 

  

	 4.6
	 Cancellation of Deferrals. The Committee may cancel a Participant’s Deferrals: (i) for the balance of
the Plan Year in which an Unforeseeable Emergency occurs; (ii) if the Participant receives a hardship distribution under the Employer’s qualified 401(k) plan, through the end of the Plan Year in which the six (6) month anniversary of
the hardship distribution falls; and (iii) during periods in which the Participant is unable to perform the duties of his or her position or any substantially similar position due to a mental or physical impairment that can be expected to
result in death or last for a continuous period of at least six (6) months, provided cancellation occurs by the later of the end of the taxable year of the Participant or the fifteenth (15th) day of the third (3rd) month following the date the Participant
incurs the disability (as defined in this paragraph (iii)). 


 ARTICLE V 
 Company Contributions 
  

	5.1	Discretionary Company Contributions. The Participating Employer may, from time to time in its sole and absolute discretion, credit Company Contributions to any Participant in
any amount determined by the Participating Employer. Such contributions will be credited to a Participant’s Retirement/Termination Account. 

  

	5.2	Vesting. Company Contributions described in Section 5.1, above, and the Earnings thereon, shall vest in accordance with the vesting schedule(s) established by the
Committee at the time that the Company Contribution is made. All Company Contributions shall become 100% vested upon the occurrence of the death of the Participant while actively employed. The Participating Employer may, at any time, in its sole
discretion, increase a Participant’s vested interest in a Company Contribution. The portion of a Participant’s Accounts that remains unvested upon his or her Separation from Service after the application of the terms of this
Section 5.2 shall be forfeited. 

 ARTICLE VI 
 Benefits 
  

	6.1	Benefits, Generally. A Participant shall be entitled to the following benefits under the Plan: 

  

	 	(a)	 Termination Benefit. Upon the Participant’s Separation from Service for reasons other than death, Disability or Retirement, he or she shall be entitled
to a Termination Benefit. The Termination Benefit shall be equal to the vested portion of the Retirement/Termination Account and: (i) if the Retirement/Termination Account is payable in a lump sum, the unpaid balances of any Specified Date
Accounts; or (ii) if the Retirement/Termination Account is payable in installments, the vested portion of any Specified Date Accounts with respect to which payments have not yet commenced. The Termination Benefit shall be 



  

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based on the value of such Account(s) as of the end of the month in which Separation from Service occurs. Payment of the Termination Benefit will be made or
begin the first (1st) day of the month following the month in which Separation from Service occurs, provided, however, that with respect to a
Participant who is a Specified Employee as of the date such Participant incurs a Separation from Service, payment will be made or begin on the first (1st) day of the seventh (7th) month following the month in which such Separation from Service occurs. If the Termination Benefit is
to be paid in the form of installments, any subsequent installment payments to a Specified Employee will be paid on the anniversary of the date the initial installment was made. 


  

	 	 (b)
	 Specified Date Benefit. If the Participant has established one or more Specified Date Accounts, he or she shall
be entitled to a Specified Date Benefit with respect to each such Specified Date Account. The Specified Date Benefit shall be equal to the vested portion of the Specified Date Account, based on the value of that Account as of the end of the month
designated by the Participant at the time the Account was established. Payment of the Specified Date Benefit will be made or begin the first (1st) day of the month following the designated month. 


  

	 	 (c)
	 Death Benefit. In the event of the Participant’s death, his or her designated Beneficiary(ies) shall be
entitled to a Death Benefit. The Death Benefit shall be equal to the vested portion of the Retirement/Termination Account and: (i) if the Retirement/Termination Account is payable in a lump sum, the unpaid balances of any Specified Date
Accounts; or (ii) if the Retirement/Termination Account is payable in installments, the vested portion of any Specified Date Accounts with respect to which payments have not yet commenced. The Death Benefit shall be based on the value of the
Accounts as of the end of the month in which death occurred, with payment made in the first (1st) day of the following month.



  

	 	(d)	 Unforeseeable Emergency Payments. A Participant who experiences an Unforeseeable Emergency may submit a written request to the Committee to receive payment
of all or any portion of his or her vested Accounts. Whether a Participant or Beneficiary is faced with an Unforeseeable Emergency permitting an emergency payment shall be determined by the Committee based on the relevant facts and circumstances of
each case, but, in any case, a distribution on account of Unforeseeable Emergency may not be made to the extent that such emergency is or may be reimbursed through insurance or otherwise, by liquidation of the Participant’s assets, to the
extent the liquidation of such assets would not cause severe financial hardship, or by cessation of Deferrals under this Plan. If an emergency payment is approved by the Committee, the amount of the payment shall not exceed the amount reasonably
necessary to satisfy the need, taking into account the additional compensation that is available to the Participant as the result of cancellation of deferrals to the Plan, including amounts necessary to pay any taxes or penalties that the
Participant reasonably anticipates will result from the payment. The amount of the emergency payment shall be subtracted first from the vested portion of the Participant’s Retirement/Termination Account until 



  

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depleted and then from the vested Specified Date Accounts, beginning with the Specified Date Account with the latest payment commencement date. Emergency
payments shall be paid in a single lump sum within the ninety (90) day period following the date the payment is approved by the Committee. 


  

	6.2	Form of Payment. 

  

	 	(a)	Termination Benefit. A Participant who is entitled to receive a Termination Benefit shall receive payment of such benefit in a single lump sum, unless the Participant elects
on his or her initial Compensation Deferral Agreement to have such benefit paid in one of the following alternative forms of payment: (i) substantially equal annual installments over a period of two (2) to fifteen (15) years, as
elected by the Participant; or (ii) a lump sum payment of a percentage of the balance in the Retirement/Termination Account, with the balance paid in substantially equal annual installments over a period of two (2) to fifteen
(15) years, as elected by the Participant. 

  

	 	(b)	Specified Date Benefit. The Specified Date Benefit shall be paid in a single lump sum, unless the Participant elects on the Compensation Deferral Agreement with which the
account was established to have the Specified Date Account paid in substantially equal annual installments over a period of two (2) to fifteen (15) years, as elected by the Participant. 

 Notwithstanding any election of a form of payment by the Participant, upon a Separation from Service the unpaid balance of a Specified Date Account with
respect to which payments have not commenced shall be paid in accordance with the form of payment applicable to the Retirement, Termination, Disability or Death Benefit, as applicable. If such benefit is payable in a single lump sum, the unpaid
balance of all Specified Date Accounts (including those in pay status) will be paid in a lump sum. 
  

	 	(c)	Death Benefit. A designated Beneficiary who is entitled to receive a Death Benefit shall receive payment of such benefit in a single lump sum. 

  

	 	(d)	Change in Control. A Participant will receive his or her Retirement or Termination Benefit in a single lump sum payment equal to the unpaid balance of all of his or her
Accounts if Separation from Service occurs within twenty-four (24) months following a Change in Control. 

  

	 	(e)	Small Account Balances. The Committee shall pay the value of the Participant’s Accounts upon a Separation from Service in a single lump sum if the balance of such
Accounts is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), provided the payment represents the complete liquidation of the Participant’s interest in the Plan. 

  

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 Notwithstanding any Participant election or other provisions of the Plan, a Participant’s
Accounts will be paid in a single lump sum if, upon the commencement of his or her Retirement, Termination or Death Benefit, the combined value of his or her Accounts is not greater than $25,000. 
  

	 	(f)	Rules Applicable to Installment Payments. If a Payment Schedule specifies installment payments, annual payments will be made beginning as of the payment commencement date for
such installments and shall continue on each anniversary thereof until the number of installment payments specified in the Payment Schedule has been paid. The amount of each installment payment shall be determined by dividing (a) by (b), where
(a) equals the Account Balance as of the Valuation Date and (b) equals the remaining number of installment payments. 

 For purposes of Article VII, installment payments will be treated as a single form of payment. If a
lump sum equal to less than one hundred percent (100%) of the Retirement/Termination Account is paid, the payment commencement date for the installment form of payment will be the first (1st) anniversary of the payment of the lump sum. 
  

	6.3	Acceleration of or Delay in Payments. The Committee, in its sole and absolute discretion, may elect to accelerate the time or form of payment of a benefit owed to the
Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section 1.409A-3(j)(4). The Committee may also, in its sole and absolute discretion, delay the time for payment of a benefit owed to the Participant hereunder, to
the extent permitted under Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic relations order (within the meaning of Code Section 414(p)(1)(B)) directing that all or a portion of a Participant’s Accounts be paid to an
“alternate payee,” any amounts to be paid to the alternate payee(s) shall be paid in a single lump sum. 

 ARTICLE
VII 
 Modifications to Payment Schedules 
  

	7.1	Participant’s Right to Modify. A Participant may modify any or all of the alternative Payment Schedules with respect to an Account, consistent with the permissible
Payment Schedules available under the Plan, provided such modification complies with the requirements of this Article VII. The Committee may, in its sole discretion, limit the number of modifications to a Specified Date Account.


  

	7.2	Time of Election. The date on which a modification election is submitted to the Committee must be at least twelve (12) months prior to the date on which payment is
scheduled to commence under the Payment Schedule in effect prior to the modification. 

  

	7.3	Date of Payment under Modified Payment Schedule. Except with respect to modifications that relate to the payment of a Death Benefit, the date payments are to commence under
the modified Payment Schedule must be no earlier than five (5) years after the date payment would have commenced under the original Payment Schedule. Under no circumstances may a modification election result in an acceleration of payments in
violation of Code Section 409A. 

  

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	7.4	Effective Date. A modification election submitted in accordance with this Article VII is irrevocable upon receipt by the Committee and becomes effective twelve
(12) months after such date. 

  

	7.5	Effect on Accounts. An election to modify a Payment Schedule is specific to the Account or payment event to which it applies, and shall not be construed to affect the Payment
Schedules of any other Accounts. 

 ARTICLE VIII 
 Valuation of Account Balances; Investments 
  

	8.1	Valuation. Deferrals shall be credited to appropriate Accounts on the date such Compensation would have been paid to the Participant absent the Compensation Deferral
Agreement. Company Contributions shall be credited to the Retirement/Termination Account at the times determined by the Committee. Valuation of Accounts shall be performed under procedures approved by the Committee. 

  

	8.2	Earnings Credit. Each Account will be credited with Earnings on each Business Day, based upon the Participant’s investment allocation among a menu of investment options
selected in advance by the Committee, in accordance with the provisions of this Article VIII (“investment allocation”). 

  

	8.3	Investment Options. Investment options will be determined by the Committee. The Committee, in its sole discretion, shall be permitted to add or remove investment options from
the Plan menu from time to time, provided that any such additions or removals of investment options shall not be effective with respect to any period prior to the effective date of such change. 

  

	8.4	Investment Allocations. A Participant’s investment allocation constitutes a deemed, not actual, investment among the investment options comprising the investment menu.
At no time shall a Participant have any real or beneficial ownership in any investment option included in the investment menu, nor shall the Participating Employer or any trustee acting on its behalf have any obligation to purchase actual securities
as a result of a Participant’s investment allocation. A Participant’s investment allocation shall be used solely for purposes of adjusting the value of a Participant’s Account Balances. 

 A Participant shall specify an investment allocation for each of his Accounts in accordance with procedures established by the Committee. Allocation among
the investment options must be designated in increments of one percent (1%). The Participant’s investment allocation will become effective on the same Business Day or, in the case of investment allocations received after a time specified by the
Committee, the next Business Day. 
  

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 A Participant may change an investment allocation on any Business Day, both with respect to future
credits to the Plan and with respect to existing Account Balances, in accordance with procedures adopted by the Committee. Changes shall become effective on the same Business Day or, in the case of investment allocations received after a time
specified by the Committee, the next Business Day, and shall be applied prospectively. 
  

	8.5	Unallocated Deferrals and Accounts. If the Participant fails to make an investment allocation with respect to an Account, such Account shall be invested in an investment
option, the primary objective of which is the preservation of capital, as determined by the Committee. 

 ARTICLE IX 

 Administration 
  

	9.1	Plan Administration. This Plan shall be administered by the Committee which shall have discretionary authority to make, amend, interpret and enforce all appropriate rules and
regulations for the administration of this Plan and to utilize its discretion to decide or resolve any and all questions, including but not limited to eligibility for benefits and interpretations of this Plan and its terms, as may arise in
connection with the Plan. Claims for benefits shall be filed with the Committee and resolved in accordance with the claims procedures in Article XII. 

  

	9.2	Administration Upon Change in Control. Upon a Change in Control, the Committee, as constituted immediately prior to such Change in Control, shall continue to act as the
Committee. The individual who was the Chief Executive Officer of the Company (or if such person is unable or unwilling to act, the next highest ranking officer) prior to the Change in Control shall have the authority (but shall not be obligated) to
appoint an independent third party to act as the Committee. 

 Upon such Change in Control, the Company may not remove the
Committee, unless two- thirds (2/3rds) of the members of the Board of Directors of the Company and a majority of Participants and Beneficiaries with Account Balances consent to the removal and replacement Committee. Notwithstanding the
foregoing, neither the Committee nor the officer described above shall have authority to direct investment of trust assets under any rabbi trust described in Section 11.2. 
 The Participating Employer shall, with respect to the Committee identified under this Section: (i) pay all reasonable expenses and fees of the
Committee: (ii) indemnify the Committee (including individuals serving as Committee) against any costs, expenses and liabilities including, without limitation, attorneys’ fees and expenses arising in connection with the performance of the
Committee hereunder, except with respect to matters resulting from the Committee’s gross negligence or willful misconduct: and (iii) supply full and timely information to the Committee on all matters related to the Plan, any rabbi trust,
Participants, Beneficiaries and Accounts as the Committee may reasonably require. 
  

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	9.3	Withholding. The Participating Employer shall have the right to withhold from any payment due under the Plan (or with respect to any amounts credited to the Plan) any taxes
required by law to be withheld in respect of such payment (or credit). Withholdings with respect to amounts credited to the Plan shall be deducted from Compensation that has not been deferred to the Plan. 

  

	9.4	Indemnification. The Participating Employers shall indemnify and hold harmless each employee, officer, director, agent or organization, to whom or to which are delegated
duties, responsibilities, and authority under the Plan or otherwise with respect to administration of the Plan, including, without limitation, the Committee and its agents, against all claims, liabilities, fines and penalties, and all expenses
reasonably incurred by or imposed upon him or it (including but not limited to reasonable attorney fees) which arise as a result of his or its actions or failure to act in connection with the operation and administration of the Plan to the extent
lawfully allowable and to the extent that such claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased or paid for by the Participating Employer. Notwithstanding the foregoing, the Participating Employer shall
not indemnify any person or organization if his or its actions or failure to act are due to gross negligence or willful misconduct or for any such amount incurred through any settlement or compromise of any action unless the Participating Employer
consents in writing to such settlement or compromise. 

  

	9.5	Delegation of Authority. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees
fit, and may from time to time consult with legal counsel who shall be legal counsel to the Company. 

  

	9.6	Binding Decisions or Actions. The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations thereunder shall be final and conclusive and binding upon all persons having any interest in the Plan. 

 ARTICLE X 
 Amendment and Termination 
  

	10.1	Amendment and Termination. The Company may at any time and from time to time amend the Plan or may terminate the Plan as provided in this Article X. Each Participating
Employer may also terminate its participation in the Plan. 

  

	10.2	 Amendments. The Company, by action taken by its Board of Directors, may amend the Plan at any time and for any reason, provided that any such amendment shall
not reduce the vested Account Balances of any Participant accrued as of the date of any such amendment or restatement (as if the Participant had incurred a voluntary Separation from Service on such date) or reduce any rights of a Participant under
the Plan or other Plan features with respect to Deferrals made prior to the date of any such amendment or restatement without the consent of the Participant. The Board of Directors of the 



  

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Company may delegate to the Committee the authority to amend the Plan without the consent of the Board of Directors for the purpose of: (i) conforming
the Plan to the requirements of law; (ii) facilitating the administration of the Plan; (iii) clarifying provisions based on the Committee’s interpretation of the document; and (iv) making such other amendments as the Board of
Directors may authorize. 


  

	10.3	Termination. The Company, by action taken by its Board of Directors, may terminate the Plan and pay Participants and Beneficiaries their Account Balances in a single lump sum
at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix). If a Participating Employer terminates its participation in the Plan, the benefits of affected Employees shall be paid at the time provided in Article VI.


  

	10.4	Accounts Taxable Under Code Section 409A. The Plan is intended to constitute a plan of deferred compensation that meets the requirements for deferral of income taxation
under Code Section 409A. The Committee, pursuant to its authority to interpret the Plan, may sever from the Plan or any Compensation Deferral Agreement any provision or exercise of a right that otherwise would result in a violation of Code
Section 409A. 

 ARTICLE XI 
 Informal Funding 
  

	11.1	General Assets. Obligations established under the terms of the Plan may be satisfied from the general funds of the Participating Employers, or a trust described in this
Article XI. No Participant, spouse or Beneficiary shall have any right, title or interest whatever in assets of the Participating Employers. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed
to create a trust of any kind, or a fiduciary relationship, between the Participating Employers and any Employee, spouse, or Beneficiary. To the extent that any person acquires a right to receive payments hereunder, such rights are no greater than
the right of an unsecured general creditor of the Participating Employer. 

  

	11.2	Rabbi Trust. A Participating Employer may, in its sole discretion, establish a grantor trust, commonly known as a rabbi trust, as a vehicle for accumulating assets to pay
benefits under the Plan. Payments under the Plan may be paid from the general assets of the Participating Employer or from the assets of any such rabbi trust. Payment from any such source shall reduce the obligation owed to the Participant or
Beneficiary under the Plan. 

 ARTICLE XII 
 Claims 
  

	12.1	Filing a Claim. Any controversy or claim arising out of or relating to the Plan shall be filed in writing with the Committee which shall make all determinations concerning
such claim. Any claim filed with the Committee and any decision by the Committee denying such claim shall be in writing and shall be delivered to the Participant or Beneficiary filing the claim (the “Claimant”). 


 

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	 	(a)	In General. Notice of a denial of benefits (other than Disability benefits) will be provided within ninety (90) days of the Committee’s receipt of the
Claimant’s claim for benefits. If the Committee determines that it needs additional time to review the claim, the Committee will provide the Claimant with a notice of the extension before the end of the initial ninety (90) day period. The
extension will not be more than ninety (90) days from the end of the initial ninety (90) day period and the notice of extension will explain the special circumstances that require the extension and the date by which the Committee expects
to make a decision. 

  

	 	(b)	Contents of Notice. If a claim for benefits is completely or partially denied, notice of such denial shall be in writing and shall set forth the reasons for denial in plain
language. The notice shall: (i) cite the pertinent provisions of the Plan document; and (ii) explain, where appropriate, how the Claimant can perfect the claim, including a description of any additional material or information necessary to
complete the claim and why such material or information is necessary. The claim denial also shall include an explanation of the claims review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s
right to bring a civil action under Section 502(a) of ERISA following an adverse decision on review. In the case of a complete or partial denial of a Disability benefit claim, the notice shall provide a statement that the Committee will provide
to the Claimant, upon request and free of charge, a copy of any internal rule, guideline, protocol, or other similar criterion that was relied upon in making the decision. 

  

	12.2	Appeal of Denied Claims. A Claimant whose claim has been completely or partially denied shall be entitled to appeal the claim denial by filing a written appeal with a
committee designated to hear such appeals (the “Appeals Committee”). A Claimant who timely requests a review of the denied claim (or his or her authorized representative) may review, upon request and free of charge, copies of all
documents, records and other information relevant to the denial and may submit written comments, documents, records and other information relevant to the claim to the Appeals Committee. All written comments, documents, records, and other information
shall be considered “relevant” if the information: (i) was relied upon in making a benefits determination; (ii) was submitted, considered or generated in the course of making a benefits decision regardless of whether it was
relied upon to make the decision; or (iii) demonstrates compliance with administrative processes and safeguards established for making benefit decisions. The Appeals Committee may, in its sole discretion and if it deems appropriate or
necessary, decide to hold a hearing with respect to the claim appeal. 

  

	 	(a)	 In General. Appeal of a denied benefits claim (other than a Disability benefits claim) must be filed in writing with the Appeals Committee no later than
sixty (60) days after receipt of the written notification of such claim denial. The 



  

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Appeals Committee shall make its decision regarding the merits of the denied claim within sixty (60) days following receipt of the appeal (or within one
hundred and twenty (120) days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special
circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Appeals
Committee expects to render the determination on review. The review will take into account comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or
considered in the initial benefit determination. 


  

	 	(b)	Contents of Notice. If a benefits claim is completely or partially denied on review, notice of such denial shall be in writing and shall set forth the reasons for denial in
plain language. 

 The decision on review shall set forth: (i) the specific reason or reasons for the denial;
(ii) specific references to the pertinent Plan provisions on which the denial is based; (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records,
or other information relevant (as defined above) to the Claimant’s claim; and (iv) a statement describing any voluntary appeal procedures offered by the plan and a statement of the Claimant’s right to bring an action under
Section 502(a) of ERISA. 
  

	12.3	Claims Appeals Upon Change in Control. Upon a Change in Control, the Appeals Committee, as constituted immediately prior to such Change in Control, shall continue to act as
the Appeals Committee. Upon such Change in Control, the Company may not remove any member of the Appeals Committee, but may replace resigning members if two-thirds (2/3rds) of the members of the Board of Directors of the Company and a majority
of Participants and Beneficiaries with Account Balances consent to the replacement. 

 The Appeals Committee shall have the
exclusive authority at the appeals stage to interpret the terms of the Plan and resolve appeals under the Claims Procedure. 
 Each
Participating Employer shall, with respect to the Committee identified under this Section: (i) pay its proportionate share of all reasonable expenses and fees of the Appeals Committee; (ii) indemnify the Appeals Committee (including
individual committee members) against any costs, expenses and liabilities including, without limitation, attorneys’ fees and expenses arising in connection with the performance of the Appeals Committee hereunder, except with respect to matters
resulting from the Appeals Committee’s gross negligence or willful misconduct; and (iii) supply full and timely information to the Appeals Committee on all matters related to the Plan, any rabbi trust, Participants, Beneficiaries and
Accounts as the Appeals Committee may reasonably require. 
  

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	12.4	Legal Action. A Claimant may not bring any legal action, including commencement of any arbitration, relating to a claim for benefits under the Plan unless and until the
Claimant has followed the claims procedures under the Plan and exhausted his or her administrative remedies under such claims procedures. 

 If a Participant or Beneficiary prevails in a legal proceeding brought under the Plan to enforce the rights of such Participant or any other similarly situated Participant or Beneficiary, in whole or in part, the
Participating Employer shall reimburse such Participant or Beneficiary for all legal costs, expenses, attorneys’ fees and such other liabilities incurred as a result of such proceedings. If the legal proceeding is brought in connection with a
Change in Control, or a “change in control” as defined in a rabbi trust described in Section 11.2, the Participant or Beneficiary may file a claim directly with the trustee for reimbursement of such costs, expenses and fees. For
purposes of the preceding sentence, the amount of the claim shall be treated as if it were an addition to the Participant’s or Beneficiary’s Account Balance and will be included in determining the Participating Employer’s trust
funding obligation under Section 11.2. 
  

	12.5	Discretion of Appeals Committee. All interpretations, determinations and decisions of the Appeals Committee with respect to any claim shall be made in its sole discretion,
and shall be final and conclusive. 

  

	12.6	Arbitration. 

  

	 	(a)	Prior to Change in Control. If, prior to a Change in Control, any claim or controversy between a Participating Employer and a Participant or Beneficiary is not resolved
through the claims procedure set forth in Article XII, such claim shall be submitted to and resolved exclusively by expedited binding arbitration by a single arbitrator. Arbitration shall be conducted in accordance with the following procedures:


 The complaining party shall promptly send written notice to the other party identifying the matter in dispute and the
proposed remedy. Following the giving of such notice, the parties shall meet and attempt in good faith to resolve the matter. In the event the parties are unable to resolve the matter within twenty-one (21) days, the parties shall meet and
attempt in good faith to select a single arbitrator acceptable to both parties. If a single arbitrator is not selected by mutual consent within ten (10) Business Days following the giving of the written notice of dispute, an arbitrator shall be
selected from a list of nine (9) persons, each of whom shall be an attorney who is either engaged in the active practice of law or recognized arbitrator and who, in either event, is experienced in serving as an arbitrator in disputes between
employers and employees, which list shall be provided by the main office of either JAMS, the American Arbitration Association (“AAA”) or the Federal Mediation and Conciliation Service. If, 

  

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within three (3) Business Days of the parties’ receipt of such list, the parties are unable to agree on an arbitrator from the list, then the
parties shall each strike names alternatively from the list, with the first (1st) to strike being determined by the flip of a coin. After each
party has had four (4) strikes, the remaining name on the list shall be the arbitrator. If such person is unable to serve for any reason, the parties shall repeat this process until an arbitrator is selected. 
 Unless the parties agree otherwise, within sixty (60) days of the selection of the arbitrator, a hearing shall be conducted before such arbitrator at
a time and a place agreed upon by the parties. In the event the parties are unable to agree upon the time or place of the arbitration, the time and place shall be designated by the arbitrator after consultation with the parties. Within thirty
(30) days of the conclusion of the arbitration hearing, the arbitrator shall issue an award, accompanied by a written decision explaining the basis for the arbitrator’s award. 
 In any arbitration hereunder, the Participating Employer shall pay all administrative fees of the arbitration and all fees of the arbitrator, except that
the Participant or Beneficiary may, if he/she/it wishes, pay up to one-half (1/2) of those amounts. Each party shall pay its own attorneys’ fees, costs, and expenses, unless the arbitrator orders otherwise. The prevailing party in such
arbitration, as determined by the arbitrator, and in any enforcement or other court proceedings, shall be entitled, to the extent permitted by law, to reimbursement from the other party for all of the prevailing party’s costs (including but not
limited to the arbitrator’s compensation), expenses, and attorneys’ fees. The arbitrator shall have no authority to add to or to modify this Plan, shall apply all applicable law, and shall have no lesser and no greater remedial authority
than would a court of law resolving the same claim or controversy. The arbitrator shall have no authority to add to or to modify this Plan, shall apply all applicable law, and shall have no lesser and no greater remedial authority than would a court
of law resolving the same claim or controversy. The arbitrator shall, upon an appropriate motion, dismiss any claim without an evidentiary hearing if the party bringing the motion establishes that it would be entitled to summary judgment if the
matter had been pursued in court litigation. 
 The parties shall be entitled to discovery as follows: Each party may take no more than three
(3) depositions. The Participating Employer may depose the Participant or Beneficiary plus two (2) other witnesses, and the Participant or Beneficiary may depose the Participating Employer, pursuant to Rule 30(b)(6) of the Federal Rules of
Civil Procedure, plus two (2) other witnesses. Each party may make such reasonable document discovery requests as are allowed in the discretion of the arbitrator. 
 The decision of the arbitrator shall be final, binding, and non-appealable, and may be enforced as a final judgment in any court of competent jurisdiction. 
  

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 This arbitration provision of the Plan shall extend to claims against any parent, subsidiary, or
affiliate of each party, and, when acting within such capacity, any officer, director, shareholder, Participant, Beneficiary, or agent of any party, or of any of the above, and shall apply as well to claims arising out of state and federal statutes
and local ordinances as well as to claims arising under the common law or under this Plan. 
 Notwithstanding the foregoing, and unless
otherwise agreed between the parties, either party may apply to a court for provisional relief, including a temporary restraining order or preliminary injunction, on the ground that the arbitration award to which the applicant may be entitled may be
rendered ineffectual without provisional relief. 
 Any arbitration hereunder shall be conducted in accordance with the Federal Arbitration
Act: provided, however, that, in the event of any inconsistency between the rules and procedures of the Act and the terms of this Plan, the terms of this Plan shall prevail. 
 If any of the provisions of this Section 12.6(a) are determined to be unlawful or otherwise unenforceable, in the whole part, such determination
shall not affect the validity of the remainder of this section and this section shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible and to insure that the resolution of all conflicts between the
parties, including those arising out of statutory claims, shall be resolved by neutral, binding arbitration. If a court should find that the provisions of this Section 12.6(a) are not absolutely binding, then the parties intend any arbitration
decision and award to be fully admissible in evidence in any subsequent action, given great weight by any finder of fact and treated as determinative to the maximum extent permitted by law. 
 The parties do not agree to arbitrate any putative class action or any other representative action. The parties agree to arbitrate only the claims(s) of a
single Participant or Beneficiary. 
  

	 	(b)	Upon Change in Control. If, upon the occurrence of a Change in Control, any dispute, controversy or claim arises between a Participant or Beneficiary and the Participating
Employer out of or relating to or concerning the provisions of the Plan, such dispute, controversy or claim shall be finally settled by a court of competent jurisdiction which, notwithstanding any other provision of the Plan, shall apply a de novo
standard of review to any determination made by the Company or its Board of Directors, a Participating Employer, the Committee, or the Appeals Committee. 

  


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 Rackspace US, Inc. Deferred Compensation Plan 
  

 ARTICLE XIII 
 General Provisions 
  

	13.1	Anti-assignment Rule. No interest of any Participant, spouse or Beneficiary under this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any
such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through
any Participant, spouse or Beneficiary. Notwithstanding anything to the contrary herein, however, the Committee has the discretion to make payments to an alternate payee in accordance with the terms of a domestic relations order (as defined in Code
Section 414(p)(1)(B)). 

  

	13.2	No Legal or Equitable Rights or Interest. No Participant or other person shall have any legal or equitable rights or interest in this Plan that are not expressly granted in
this Plan. Participation in this Plan does not give any person any right to be retained in the service of the Participating Employer. The right and power of a Participating Employer to dismiss or discharge an Employee is expressly reserved. The
Participating Employers make no representations or warranties as to the tax consequences to a Participant or a Participant’s beneficiaries resulting from a deferral of income pursuant to the Plan. 

  

	13.3	No Employment Contract. Nothing contained herein shall be construed to constitute a contract of employment between an Employee and a Participating Employer.


  

	13.4	Notice. Any notice or filing required or permitted to be delivered to the Committee under this Plan shall be delivered in writing, in person, or through such electronic means
as is established by the Committee. Notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Written transmission shall be sent by
certified mail to: 

 RACKSPACE US, INC., 
 ATTN: DIRECTOR OF HUMAN RESOURCES 
 5000 WALZEM ROAD 
 SAN ANTONIO, TX 78218 
 Any notice or
filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing or hand-delivered, or sent by mail to the last known address of the Participant. 
  

	13.5	Headings. The headings of Sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text
shall control. 

  

	13.6	Invalid or Unenforceable Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof and the Committee may elect in its sole discretion to construe such invalid or unenforceable provisions in a manner that conforms to applicable law or as if such provisions, to the extent invalid or unenforceable, had not been
included. 

  

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 Rackspace US, Inc. Deferred Compensation Plan 
  


	13.7	Lost Participants or Beneficiaries. Any Participant or Beneficiary who is entitled to a benefit from the Plan has the duty to keep the Committee advised of his or her current
mailing address. If benefit payments are returned to the Plan or are not presented for payment after a reasonable amount of time, the Committee shall presume that the payee is missing. The Committee, after making such efforts as in its discretion it
deems reasonable and appropriate to locate the payee, shall stop payment on any uncashed checks and may discontinue making future payments until contact with the payee is restored. 

  

	13.8	Facility of Payment to a Minor. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Committee may, in its discretion, make such
distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence; or (ii) to the conservator or committee or, if none, to the person having custody of an incompetent
payee. Any such distribution shall fully discharge the Committee, the Company, and the Plan from further liability on account thereof. 

  

	13.9	Governing Law. To the extent not preempted by ERISA, the laws of the State of Texas shall govern the construction and administration of the Plan. 

 IN WITNESS WHEREOF, the undersigned executed this Plan as of the 8th day of July, 2008, to be effective as of the Effective Date. 
  

					
	Rackspace US, Inc.	 	
			
	By:	 	 Alan Schoenbaum
	 	(Print Name)
			
	Its:	 	 Senior Vice President, General Counsel and Secretary
	 	(Title)
		
	 /s/ Alan Schoenbaum
	 	(Signature)

  

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