EX-4.1



 EXHIBIT 4.1 

HORIZON BANCORP 

AMENDED AND RESTATED 

2005 DIRECTORS’ DEFERRED COMPENSATION PLAN 

(Effective as of December 19, 2017) 







 HORIZON BANCORP 

AMENDED AND RESTATED 

2005 DIRECTORS’ DEFERRED COMPENSATION PLAN 

TABLE OF CONTENTS 
  

							
	 	 	 	  	PAGE	 
	 ARTICLE I INTRODUCTION
	  	 	1	 
			
	 Section 1.1
	 	 Purpose
	  	 	1	 
	 Section 1.2
	 	 Effective Date; Plan Year
	  	 	1	 
	 Section 1.3
	 	 Administration
	  	 	1	 
	 Section 1.4
	 	 Affiliates
	  	 	1	 
	 Section 1.5
	 	 Supplements
	  	 	1	 
	 Section 1.6
	 	 Definitions
	  	 	2	 
		
	 ARTICLE II ELIGIBILITY AND PARTICIPATION
	  	 	2	 
			
	 Section 2.1
	 	 Eligibility
	  	 	2	 
	 Section 2.2
	 	 Deferral Election Form
	  	 	2	 
		
	 ARTICLE III CONTRIBUTIONS AND ALLOCATIONS
	  	 	2	 
			
	 Section 3.1
	 	 Participant Deferral Contributions
	  	 	2	 
	 Section 3.2
	 	 Deferral Elections
	  	 	2	 
	 Section 3.3
	 	 Plan Account
	  	 	4	 
	 Section 3.4
	 	 Investment Credits
	  	 	4	 
	 Section 3.5
	 	 Account Allocations
	  	 	4	 
		
	 ARTICLE IV BENEFIT PAYMENTS
	  	 	4	 
			
	 Section 4.1
	 	 Time of Payment of Benefits
	  	 	4	 
	 Section 4.2
	 	 Method of Payment
	  	 	5	 
	 Section 4.3
	 	 Method of Payment Elections
	  	 	5	 
	 Section 4.4
	 	 Vesting
	  	 	6	 
	 Section 4.5
	 	 Disability or Death
	  	 	6	 
	 Section 4.6
	 	 Unforeseeable Emergency
	  	 	7	 
	 Section 4.7
	 	 Acceleration of Time of Payment
	  	 	7	 
		
	 ARTICLE V PLAN ADMINISTRATION
	  	 	7	 
			
	 Section 5.1
	 	 Appointment of the Committee
	  	 	7	 









							
	 Section 5.2
	 	 Powers and Responsibilities of the Committee
	  	 	7	 
	 Section 5.3
	 	 Liabilities
	  	 	8	 
		
	 ARTICLE VI BENEFIT CLAIMS
	  	 	8	 
		
	 ARTICLE VII FUNDING AND TRANSFERS
	  	 	8	 
			
	 Section 7.1
	 	 Unfunded Status
	  	 	8	 
	 Section 7.2
	 	 Trust
	  	 	9	 
		
	 ARTICLE VIII AMENDMENT AND TERMINATION OF THE PLAN
	  	 	9	 
			
	 Section 8.1
	 	 Amendment of the Plan
	  	 	9	 
	 Section 8.2
	 	 Termination of the Plan
	  	 	9	 
		
	 ARTICLE IX PARTICIPATION BY AFFILIATES
	  	 	9	 
			
	 Section 9.1
	 	 Affiliate Participation
	  	 	9	 
	 Section 9.2
	 	 Horizon Bancorp Action Binding on Other Employers
	  	 	9	 
		
	 ARTICLE X MISCELLANEOUS
	  	 	10	 
			
	 Section 10.1
	 	 Governing Law
	  	 	10	 
	 Section 10.2
	 	 Headings and Gender
	  	 	10	 
	 Section 10.3
	 	 Withholding of Taxes
	  	 	10	 
	 Section 10.4
	 	 Spendthrift Clause
	  	 	10	 
	 Section 10.5
	 	 Counterparts
	  	 	10	 
	 Section 10.6
	 	 No Enlargement of Rights
	  	 	10	 
	 Section 10.7
	 	 Limitations on Liability
	  	 	10	 
	 Section 10.8
	 	 Incapacity of Participant or Beneficiary
	  	 	10	 
	 Section 10.9
	 	 Evidence
	  	 	11	 
	 Section 10.10
	 	 Action by Company
	  	 	11	 
	 Section 10.11
	 	 Severability
	  	 	11	 
	 Section 10.12
	 	 Information to be Furnished by a Participant
	  	 	11	 
	 Section 10.13
	 	 Binding on Successors
	  	 	11	 








 ARTICLE I 

INTRODUCTION 

Section 1.1     Purpose. The purpose of this Amended and Restated Horizon Bancorp 2005 Directors’
Deferred Compensation Plan (the “Plan”) is to permit non-employee members of the Board of Directors (the “Board”) of Horizon Bancorp (the “Company”) and of
the board of directors of the Company’s Affiliates, to elect to defer all or a portion of the fees payable to them for their services as board members. It is the intention of the Company that the Plan constitute a deferred compensation
arrangement that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Consequently, the Plan will be administered and its provisions interpreted consistently with that intention. 

Section 1.2     Effective Date; Plan Year. The “Effective Date” of the Plan is
January 1, 2005. The “Plan Year” is the 12-month period beginning on each January 1 and ending on the next following December 31. 

Section 1.3     Administration. The Plan will be administered by the Compensation Committee of the
Board (the “Committee”). The Committee, from time to time, may adopt any rules and procedures it deems necessary or desirable for the proper and efficient administration of the Plan that are consistent with the terms of the Plan.
Any notice or document required to be given or filed with the Committee will be properly given or filed if delivered to or mailed, by registered mail, postage paid, to the Compensation Committee of the Board of Directors, Horizon Bancorp, 515
Franklin Square, Michigan City, Indiana 46360, Attention: Human Resource Department. 
 Section 1.4    
Affiliates. Any corporation or trade or business whose employees are treated as being employed by the Company under Code Sections 414(b), 414(c), 414(m) or 414(o) (an “Affiliate”) may adopt the Plan with the Company’s
consent in accordance with Section 9.1. 
 Section 1.5     Supplements. The provisions of the
Plan may be modified by supplements to the Plan. The terms and provisions of each supplement are a part of the Plan and supersede any other provisions of the Plan to the extent necessary to eliminate any inconsistencies between the supplement and
any other Plan provisions. 







 Section 1.6     Definitions. The following terms are
defined in the Plan in the following Sections: 
  

					
	 Term
	  	Plan Section	 
	 Acceleration Event
	  	 	4.8	 
	 Account
	  	 	3.3	 
	 Affiliate
	  	 	1.4	 
	 Bank
	  	 	2.1	 
	 Board
	  	 	1.1	 
	 Code
	  	 	1.1	 
	 Committee
	  	 	1.3	 
	 Company
	  	 	1.1	 
	 Director
	  	 	2.1	 
	 Disabled
	  	 	4.5	(b) 
	 Effective Date
	  	 	3.1	 
	 Fees
	  	 	2.1	 
	 Participant
	  	 	2.2	 
	 Participant Deferral Contributions
	  	 	2.1	 
	 Plan
	  	 	1.1	 
	 Plan Year
	  	 	1.2	 
	 Separation from Service
	  	 	4.1	(b) 
	 Trust
	  	 	7.2	 
	 Unforeseeable Emergency
	  	 	3.2	(e) 

 ARTICLE II 

ELIGIBILITY AND PARTICIPATION 

Section 2.1     Eligibility. Any duly elected and serving
non-employee member of the Board or of the board of directors of Horizon Bank (“Bank”) or another Affiliate that has adopted the Plan under Article IX (“Director”) is eligible
to become a Participant in the Plan as of the later of the Effective Date or the date the individual becomes a Director. 

Section 2.2     Deferral Election Form. A Director will become a “Participant” by completing
a deferral election form pursuant to Article III. A Participant will cease to be an active Participant effective as of the earlier of the date the Plan is terminated or the date the Participant is no longer serving as a Director, so that he or she
will not be entitled to make deferrals under Article III on or after that date. 
 ARTICLE III 

CONTRIBUTIONS AND ALLOCATIONS 

Section 3.1     Participant Deferral Contributions. Subject to the terms and limitations
of this Article III, a Participant may elect, pursuant to Section 3.2, to have all or a portion of his Fees payable in any Plan Year withheld by the Company and credited as a “Participant Deferral Contribution” under the Plan. The
term “contribution” is used for ease of reference; however, contributions are merely credits to each Participant’s Account, which is a bookkeeping account. The term “Fees,” for purposes of the Plan, means the fees
payable by the Company or an Affiliate to the Participant for the Participant’s services as a Director, including retainer fees for attendance at regularly scheduled meetings, special meetings called from time to time, and fees for attendance
at any and all meetings of committees of the applicable board of directors. 
 Section 3.2     Deferral
Elections. Participant Deferral Contributions will be withheld from a Participant’s Fees in accordance with the following terms and conditions. 

  
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	 	(a)	Requirement for Deferral Elections. As a condition to the Company’s or an Affiliate’s obligation to withhold and the Committee’s obligation to credit Participant Deferral Contributions for the
benefit of a Participant pursuant to Section 3.1, the Participant must complete and file a deferral election form with the Committee (in a format prescribed by the Committee). 


 

	 	(b)	Timing of Execution and Delivery of Elections. To be effective to defer any portion of a Participant’s Fees, a deferral election form must be filed with the Committee on or prior to the last day of the
calendar year preceding the Plan Year in which the services giving rise to the Fees are performed. For example, to defer Fees payable with respect to services performed during the 2007 Plan Year, an election must be filed on or before
December 31, 2006. 

  

	 	(c)	Initial Eligibility. In the case of the first Plan Year in which an individual becomes a Director, the deferral election form may be filed at any time within 30 days of the date the individual becomes a Director
(rather than the date specified under subsection (b)). This initial election will only apply to Fees paid for services performed after the filing of the deferral election form. This special initial eligibility election rule will not apply if the
Director is or has been a participant in a deferred compensation arrangement required to be aggregated with this Plan under the rules of Code Section 409A. 

  

	 	(d)	Change of Deferral Elections. Subject to the provisions of subsection 3.2(e), once made, a deferral election will remain in effect for a Plan Year, unless and until the election is revoked or a new election
filed. The revocation or new election must be filed in accordance with the requirements of subsection 3.2(b). No deferral election may be changed for Fees payable for a Plan Year after the last day of the election period described in subsection
3.2(b). For example, any election in place for 2007 Fees may not be changed after December 31, 2006. 

  

	 	(e)	Unforeseeable Emergency. The Committee, in its sole discretion, may cancel a Participant’s election to defer Fees if the Committee determines the Participant has suffered an “Unforeseeable
Emergency”. The cancellation will apply to the period after the Committee’s determination. The Participant must submit a signed statement of the facts causing the severe financial hardship and any other information required by the
Committee, in its sole discretion. An “Unforeseeable Emergency” is a severe financial hardship of the Participant or beneficiary resulting from an illness or accident of the Participant or beneficiary, the Participant’s or
beneficiary’s spouse, or the Participant’s or beneficiary’s dependent (as defined in Code Section 152(a)); loss of the Participant’s or beneficiary’s property due to casualty (including the need to rebuild a home
following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); imminent foreclosure of or eviction from the Participant’s primary residence; the need to pay for medical expenses, including non-refundable deductibles, as well as for the costs of prescription drug medication; the need to pay for the funeral expenses of a spouse or a dependent (as defined in Code Section 152(a)) or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or beneficiary. 


  
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 Section 3.3     Plan Account. The Committee will establish
and maintain an “Account” under the Plan for each Participant and will increase and decrease a Participant’s Account as provided in Section 3.5. 

Section 3.4     Investment Credits. A Participant’s Account will be increased or decreased to
reflect the increase or decrease in the value of the Account established for the Participant. The amount of interest credited will be determined based on the investment earnings under the funding methods used by the Company pursuant to
Section 7.2. However, if no such method is used, earnings and losses on a Participant’s Account will be determined by treating the Participant’s Account as if such balance were hypothetically invested in five-year U.S. Treasury Bonds,
at the rate published in The Wall Street Journal as in effect as of the first business day of each calendar month, plus 200 basis points, but not to exceed 120% of the Applicable Long Term Federal rate for monthly compounding. In the event
any Participant is entitled to a distribution of the Account under Article IV, the increase or decrease in the value of the Account will be allocated as of the last day of the month immediately preceding the month in which the payment to the
Participant will be made. 
 Section 3.5     Account Allocations. As of each accounting date, each
Participant’s Account will be: 
  

	 	(i)	Increased by the amount credited to the Account under Section 3.1 since the last accounting; 

  

	 	(ii)	Increased or decreased by the amount determined under Section 3.4 since the last accounting; and 

  

	 	(iii)	Decreased by any payment made under Article IV. 

 The accounting date under this Section will be any date
determined by the Committee. However, the accounting required under this Section must be made, at a minimum, as of the last day of each Plan Year. 

ARTICLE IV 
 BENEFIT
PAYMENTS 
 Section 4.1     Time of Payment of Benefits. Except as provided in Sections 4.5
through 4.7, a Participant will receive or will begin to receive payment of his Account balance (as determined under Article III) within 90 days following the date specified for payment or the commencement of payment effectively elected by the
Participant, as provided in this Section. 
  

	 	(a)	 Timing of Execution and Delivery of Election. A Participant may elect the date his Account balance will be
paid or will begin to be paid by completing and filing with the Committee a payment election form approved by the Committee. The specified date must be a date at least two years from the beginning of the Plan




  
 4 









	 	
Year for which the first deferral under the Plan is made. To be effective, the election under this Section must be filed with the Committee no later than the later of: (i) the time the
Participant first makes a deferral election under this Plan (or under any other plan required to be aggregated with this Plan pursuant to the requirements of Code Section 409A); or (ii) December 31, 2006. In lieu of specifying a date
certain, a Participant may elect to have payment made or commenced within a specified period of time following the date the Participant experiences a Separation from Service (as defined in subsection 4.1(b). If no date is specified, payment will be
made or commenced within 90 days following the Participant’s Separation from Service. 

  

	 	(b)	Separation from Service. “Separation from Service” means the date on which the Participant dies, retires or otherwise ceases to be a Director. 


 

	 	(c)	Change of Payment Election. An election as to the date payment will be made or commenced may be changed by a Participant by filing a new payment election form with the Committee; provided, however,
that: (i) the new election will not take effect until at least 12 months after the date the new election is filed, (ii) the single lump sum payment or the commencement of installment payments will be delayed for a period of not less than
five years from the date the payment or first payment would otherwise have been made, and (iii) the new election is filed with the Committee at least 12 months prior to the date of the first scheduled payment under the Plan. 


Section 4.2     Method of Payment. Except as provided in Sections 4.5 through 4.7, the balance of a
Participant’s Account will be distributed in cash (or in the discretion of the Committee, in shares of Company common stock) in: 
  

	 	(a)	A single lump sum payment; 

  

	 	(b)	Annual installment payments over a period of 3 to 12 years; or 

  

	 	(c)	A combination of the methods specified in subsections (a) and (b). 


Section 4.3     Method of Payment Elections. 

 

	 	(a)	Initial Election. A Participant may elect the manner in which his Account balance will be paid to him under Section 4.2 in accordance with the terms and conditions of this Section. To make an election, a
Participant must file an election with the Committee (on a form or forms prescribed by the Committee). To be effective, the election under this Section must be filed with the Committee no later than the later of: (i) the time the Participant
first makes a deferral election under the Plan; or (ii) December 31, 2006. If no election is made or if the election is not timely or properly made, distribution will be made in the form of three substantially equal annual installments.



  
 5 









	 	(b)	Change of Method of Payment Election. An election as to the manner of payment may not be changed after the payment has been made or payments have commenced. Prior to that time, a Participant may change his
election by filing a new election form with the Committee; provided, however, that: (i) the new election will not take effect until at least 12 months after the date the new election is filed; (ii) the single lump sum payment
or the commencement of installment payments with respect to which such election is made must be deferred for a period of not less than five years from the date such payment would otherwise have been made; and (iii) the new election is filed at
least 12 months prior to the date of the first scheduled payment under the Plan. 

  

	 	(c)	Installments. If installment distributions are elected, the initial annual installment amount will be the Account balance otherwise payable in a single sum multiplied by a fraction, the numerator of which is one
and the denominator of which is the total number of installment distributions. Subsequent annual installments will also be a fraction of the unpaid Account balance, the numerator of which is always one but the denominator of which is the denominator
used in calculating the previous installment minus one. For example, if five annual installment payments are elected, the initial installment will be one-fifth of the vested single sum Account balance, the
second installment will be one-fourth of the remaining Account balance and the third installment will be one-third of the remaining Account balance, and so on.


 Section 4.4     Vesting. A Participant will be fully “vested” in his
Account balance at all times. 
 Section 4.5     Disability or Death. In the event a Participant
experiences a Separation from Service due to the Participant’s Disability or if the Participant dies or becomes Disabled before he has received his entire Account balance, the unpaid balance will be paid to the Participant or, in the event of
his death to his designated beneficiary or beneficiaries, in a single lump sum within 90 days of a determination by the Committee that the Participant is Disabled or within 90 days of the Participant’s death. 

 

	 	(a)	Beneficiary Designations. A Participant may designate a beneficiary or beneficiaries to receive any amount payable under this Section as a result of his death. A Participant may change his designation of
beneficiaries at any time by filing with the Committee a written notice of the change on a form approved by the Committee. Each beneficiary designation filed with the Committee will cancel all previously filed beneficiary designations. If no
designation is in effect on the Participant’s death, or if the designated beneficiary does not survive the Participant, his beneficiary will be his surviving Spouse, if any, and then his estate. 


 

	 	(b)	Disability. A Participant is “Disabled” for purposes of the Plan if the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The Committee will be the sole and final judge of whether a Participant is Disabled for purposes of this Plan,
after consideration of any evidence it may require, including the reports of any physician or physicians it may designate. 


  
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 Section 4.6     Unforeseeable Emergency. In the event the
Committee determines in its sole discretion that a Participant has experienced an Unforeseeable Emergency, all or a portion of a Participant’s Account may be distributed no later than 90 days following such determination, in a single lump sum
payment. The Participant must submit a signed statement of the facts causing the severe financial hardship and any other information required by the Committee, in its sole discretion. Payment under this Section is subject to the following
conditions: 
  

	 	(a)	The emergency must not be able to be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent liquidation of such assets would not cause
severe financial hardship, or by cessation of deferrals under this Plan. 

  

	 	(b)	The amount of the distribution must be limited to the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any Federal, state, or local income taxes or penalties
reasonably anticipated to result from the distribution) and must take into account any additional compensation available due to cancellation of a deferral election under subsection 3.2(e). 


Section 4.7     Acceleration of Time of Payment. Except as provided in Section 4.6 or this
Section, the time or schedule of payment of a Participant’s Account provided in Sections 4.1 through 4.5 may not be accelerated. The time or schedule of payment of a Participant’s Account may be accelerated in accordance with Treas. Reg.
§ 1.409A-3(j)(4). 
 ARTICLE V 

PLAN ADMINISTRATION 

Section 5.1     Appointment of the Committee. The Committee, or a duly authorized officer or officers
of the Company empowered by the Committee to act on its behalf, will be responsible for administering the Plan, and the Committee will be charged with the full power and the responsibility for administering the Plan in all its details. 

Section 5.2     Powers and Responsibilities of the Committee. 

 

	 	(a)	Committee Powers. The Committee will have all powers necessary to administer the Plan, including the power to construe and interpret the Plan documents; to decide all questions relating to an individual’s
eligibility to participate in the Plan; to determine the amount, manner and timing of any distribution of benefits or withdrawal under the Plan; to resolve any claim for benefits in accordance with Article VI, and to appoint or employ advisors,
including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan. Any construction, interpretation, or application of the Plan by the Committee will be final, conclusive and binding.



  
 7 









	 	(b)	Records and Reports. The Committee will be responsible for maintaining sufficient records to determine each Participant’s eligibility to participate in the Plan, and for purposes of determining the amount of
contributions that may be made on behalf of the Participant under the Plan. 

  

	 	(c)	Rules and Decisions. The Committee may adopt such rules as it deems necessary, desirable, or appropriate in the administration of the Plan. All rules and decisions of the Committee will be applied uniformly and
consistently to all Participants in similar circumstances. When making a determination or calculation, the Committee will be entitled to rely upon information furnished by a Participant or beneficiary, the Company or the legal counsel of the
Company. 

  

	 	(d)	Application for Benefits. The Committee may require a Participant or beneficiary to complete and file with it an application for a benefit, and to furnish all pertinent information requested by it. The Committee
may rely upon all such information so furnished to it, including the Participant’s or beneficiary’s current mailing address. 

  

	 	(e)	Delegation. The Committee may authorize one or more officers of the Company to perform administrative responsibilities on its behalf under the Plan. Any such duly authorized officer will have all powers necessary
to carry out the administrative duties delegated to such officer by the Committee. 


Section 5.3     Liabilities. The individual members of the Committee will be indemnified and held
harmless by the Company with respect to any alleged breach of responsibilities performed or to be performed hereunder. 
 ARTICLE VI

 BENEFIT CLAIMS 

While a Participant or beneficiary need not file a claim to receive his benefit under the Plan, if he wishes to do so, a claim must be made in
writing and filed with the Committee. If a claim is denied, the Committee will furnish the claimant with written notice of its decision. A claimant may request a review of the denial of a claim for benefits by filing a written request with the
Committee. The Committee will afford the claimant a full and fair review of such request. 
 ARTICLE VII 

FUNDING AND TRANSFERS 

Section 7.1     Unfunded Status. The Plan will be maintained in such a fashion that at all times for
purposes of the Code it will be unfunded and will constitute a mere promise by the Company to make Plan benefit payments in the future. Any and all rights created under this Plan will be unsecured contractual rights against the Company. 

  
 8 








 Section 7.2     Trust. Notwithstanding the provisions of
Section 7.1, the Committee may, in its discretion, satisfy all or any part of the Company’s obligations under the Plan from a trust established by the Company in connection with the Plan (“Trust”) or from an insurance
contract, annuity or similar vehicle owned by the Company or by setting aside and investing amounts deferred under the Plan as an asset of the Company. Any such Trust or other vehicle will constitute solely a means to assist the Company in meeting
its promised obligations under the Plan and will not constitute a funded account within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Code, nor will it create a security interest for
the benefit of any Participant or beneficiary. Any Trust created hereunder will conform in substantially all respects to the terms of the Model Trust, as described in Revenue Procedure 92-64. 

ARTICLE VIII 

AMENDMENT AND TERMINATION OF THE PLAN 

Section 8.1     Amendment of the Plan. The Company may amend the Plan at any time in its sole
discretion. Notwithstanding the foregoing, the Company may not amend the Plan to reduce a Participant’s Account balance as determined on the day preceding the effective date of the amendment. 

Section 8.2     Termination of the Plan. The Company may terminate the Plan at any time in its sole
discretion. Absent an amendment to the contrary, Plan benefits that had accrued prior to the termination will be paid at the times and in the manner provided for by the Plan at the time of the termination. 

ARTICLE IX 

PARTICIPATION BY AFFILIATES 

Section 9.1     Affiliate Participation. Any Affiliate may adopt the Plan and become a participating
Company under the Plan by filing with the Committee: 
  

	 	(a)	A certified copy of a resolution of its board of directors to that effect; and 

  

	 	(b)	A written document signed by an authorized officer of Horizon Bancorp which indicates the consent of Horizon Bancorp to that action. 


Notwithstanding any provision herein to the contrary, Horizon Bank shall automatically be a participating Company as of the Effective Date.

 Section 9.2     Horizon Bancorp Action Binding on Other Employers. As long as Horizon Bancorp is a
Company under the Plan, it is empowered to act for any other Company in all matters relating to the Plan or the Committee. 

  
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 ARTICLE X 

MISCELLANEOUS 

Section 10.1     Governing Law. The Plan shall be construed, regulated and administered according to
the laws of the State of Indiana, without reference to that state’s choice of law principles, except in those areas preempted by the laws of the United States of America in which case the federal laws will control. 

Section 10.2     Headings and Gender. The headings and subheadings in the Plan have been inserted for
convenience of reference only and will not affect the construction of the Plan provisions. In any necessary construction, the masculine will include the feminine and the singular the plural, and vice versa. 

Section 10.3     Withholding of Taxes. The Company will withhold from any amount payable under this
Plan all federal, state, city and local taxes as legally required. 
 Section 10.4     Spendthrift
Clause. No benefit or interest available under the Plan will be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of a Participant or a Participant’s
beneficiary, either voluntarily or involuntarily. 
 Section 10.5     Counterparts. This Plan may be
executed in any number of counterparts, each one constituting but one and the same instrument, and may be sufficiently evidenced by any one counterpart. 

Section 10.6     No Enlargement of Rights. Nothing contained in the Plan may be construed as a contract
of employment between the Company and any person, nor may the Plan be deemed to give any person the right to be retained as a director or limit the right of the Company to dismiss a director. 

Section 10.7     Limitations on Liability. Notwithstanding any other provision of the Plan, neither the
Company nor any individual acting as an employee or agent of the Company will be liable to a Participant or any beneficiary for any claim, loss, liability or expense incurred in connection with the Plan, except when the same has been judicially
determined to be due to the gross negligence or willful misconduct of that person. 
 Section 10.8    
Incapacity of Participant or Beneficiary. If any person entitled to receive a distribution under the Plan is physically or mentally incapable of personally receiving and giving a valid receipt for any payment due (unless a prior claim for the
distribution has been made by a duly qualified guardian or other legal representative), then, unless and until a claim for the distribution has been made by a duly appointed guardian or other legal representative of the person, the Committee may
provide for the distribution to be made to any other individual or institution then contributing toward or providing for the care and maintenance of the person. Any payment made for the benefit of the person under this Section will be a payment for
the account of such person and a complete discharge of any liability of the Company and the Plan. 

  
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 Section 10.9     Evidence. Evidence required of anyone
under the Plan may be by certificate, affidavit, document or other information which the person relying on the evidence considers pertinent and reliable, and signed, made or presented by the proper party or parties. 

Section 10.10     Action by Company. Any action required of or permitted by the Company under the Plan
will be by resolution of the Board, by the Compensation Committee of the Board, or by a person or persons authorized by resolution of the Compensation Committee or the Board. 

Section 10.11     Severability. In the event any provisions of the Plan are held to be illegal or
invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and endorsed as if the illegal or invalid provisions had never been contained in the Plan. 

Section 10.12     Information to be Furnished by a Participant. A Participant, or any other person
entitled to benefits under the Plan, must furnish the Committee with any and all documents, evidence, data or other information the Committee considers necessary or desirable for the purpose of administering the Plan. Benefit payments under the Plan
are conditioned on a Participant (or other person who is entitled to benefits) furnishing full, true and complete data, evidence or other information to the Committee, and on the prompt execution of any document reasonably related to the
administration of the Plan requested by the Committee. 
 Section 10.13     Binding on Successors.
The Plan will be binding upon and inure to the benefit of the Company and its successors and assigns, and the successors, assigns, designees and estates of a Participant. The Plan will also be binding upon and inure to the benefit of any successor
organization succeeding to substantially all of the assets and business of the Company, but nothing in the Plan will preclude the Company from merging or consolidating into or with, or transferring all or substantially all of its assets to, another
organization which assumes the Plan and all obligations of the Company hereunder. The Company agrees that it will make appropriate provision for the preservation of a Participant’s rights under the Plan in any agreement or plan which it may
enter into to effect any merger, consolidation, reorganization or transfer of assets. Upon such a merger, consolidation, reorganization, or transfer of assets and assumption of Plan obligations of the Company, the term “Company”
will refer to such other organization and the Plan will continue in full force and effect. 

  
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