TIME INC. SUPPLEMENTAL SAVING PLAN



 Exhibit 10.17 

Time Inc. 

Supplemental Savings Plan 

(Originally Effective January 1, 2011 and 

Restated Herein Effective as of January 1, 2014) 







 Time Inc. 

Supplemental Savings Plan 

TABLE OF CONTENTS 
  

							
	 	  	 	  	Page	 
		
	ARTICLE I. ESTABLISHMENT AND PURPOSE	  	 	1	  
			
	 1.1
	  	 ESTABLISHMENT OF THE PLAN
	  	 	1	  
	 1.2
	  	 DESCRIPTION AND PURPOSE OF THE
PLAN
	  	 	1	  
	 1.3
	  	 EFFECTIVE DATE
	  	 	1	  
		
	ARTICLE II. DEFINITIONS	  	 	1	  
			
	 2.1
	  	 DEFINITIONS
	  	 	1	  
	 2.2
	  	 GENDER AND NUMBER
	  	 	5	  
		
	ARTICLE III. ELIGIBILITY AND PARTICIPATION	  	 	5	  
			
	 3.1
	  	 PARTICIPATION
	  	 	5	  
	 3.2
	  	 CONTINUED PARTICIPATION
	  	 	6	  
		
	ARTICLE IV. DEFERRALS	  	 	6	  
			
	 4.1
	  	 PARTICIPANT DEFERRAL ELECTION
	  	 	6	  
	 4.2
	  	 CREDITING OF COMPANY DEFERRALS
	  	 	8	  
	 4.3
	  	 CANCELLATION OF DEFERRAL ELECTION
	  	 	8	  
	 4.4
	  	 FORM OF PAYMENT OF DEFERRED
AMOUNTS
	  	 	9	  
	 4.5
	  	 VESTING
	  	 	9	  
		
	ARTICLE V. SUPPLEMENTAL SAVINGS ACCOUNTS	  	 	10	  
			
	 5.1
	  	 SUPPLEMENTAL SAVINGS ACCOUNT
	  	 	10	  
	 5.2
	  	 HYPOTHETICAL INVESTMENT
	  	 	10	  
	 5.3
	  	 INVESTMENT DIRECTION
	  	 	11	  
	 5.4
	  	 CHANGES IN INVESTMENT DIRECTION
	  	 	11	  
	 5.5
	  	 MANNER OF HYPOTHETICAL INVESTMENT
	  	 	11	  
	 5.6
	  	 PARTICIPANT ASSUMES RISK OF LOSS
	  	 	11	  
	 5.7
	  	 STATEMENT OF ACCOUNT
	  	 	11	  
		
	ARTICLE VI. PAYMENT OF DEFERRED AMOUNTS	  	 	12	  
			
	 6.1
	  	 PAYMENT OF DEFERRED AMOUNTS
	  	 	12	  
	 6.2
	  	 PAYMENT TO BENEFICIARY OR ESTATE IN
THE EVENT OF DEATH
	  	 	12	  
	 6.3
	  	 UNFORESEEABLE EMERGENCY
	  	 	13	  
	 6.4
	  	 INCAPACITY
	  	 	14	  
	 6.5
	  	 REHIRE OF INACTIVE PARTICIPANT
	  	 	14	  
		
	ARTICLE VII. ADMINISTRATION	  	 	14	  
			
	 7.1
	  	 THE ADMINISTRATIVE COMMITTEE
	  	 	14	  
	 7.2
	  	 INVESTMENT COMMITTEE
	  	 	15	  
	 7.3
	  	 BENEFITS OFFICER
	  	 	16	  
	 7.4
	  	 INDEMNIFICATION
	  	 	16	  
	 7.5
	  	 EXPENSES OF ADMINISTRATION
	  	 	16	  
	 7.6
	  	 RELIANCE ON INFORMATION
	  	 	16	  
	 7.7
	  	 NO LIABILITY FOR ACTS OF OTHERS
	  	 	16	  


  
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	ARTICLE VIII. CLAIMS REVIEW PROCEDURE	  	 	16	  
			
	 8.1
	  	 PARTICIPANT OR BENEFICIARY REQUEST FOR
CLAIM
	  	 	16	  
	 8.2
	  	 INSUFFICIENCY OF INFORMATION
	  	 	17	  
	 8.3
	  	 REQUEST NOTIFICATION
	  	 	17	  
	 8.4
	  	 EXTENSIONS
	  	 	17	  
	 8.5
	  	 CLAIM REVIEW
	  	 	17	  
	 8.6
	  	 TIME LIMITATION ON REVIEW
	  	 	18	  
	 8.7
	  	 SPECIAL CIRCUMSTANCES
	  	 	18	  
	 8.8
	  	 LEGAL ACTIONS
	  	 	18	  
		
	ARTICLE IX. AMENDMENT AND TERMINATION	  	 	18	  
			
	 9.1
	  	 AMENDMENTS
	  	 	18	  
	 9.2
	  	 TERMINATION OR SUSPENSION
	  	 	18	  
	 9.3
	  	 PARTICIPANTS’ RIGHTS TO PAYMENT
	  	 	19	  
		
	ARTICLE X. PARTICIPATING COMPANIES	  	 	19	  
			
	 10.1
	  	 ADOPTION BY OTHER ENTITIES
	  	 	19	  
		
	ARTICLE XI. GENERAL PROVISIONS	  	 	19	  
			
	 11.1
	  	 PARTICIPANTS’ RIGHTS UNSECURED
	  	 	19	  
	 11.2
	  	 NON-ASSIGNABILITY
	  	 	19	  
	 11.3
	  	 NO RIGHTS AGAINST THE COMPANY
	  	 	19	  
	 11.4
	  	 WITHHOLDING
	  	 	20	  
	 11.5
	  	 NO GUARANTEE OF TAX CONSEQUENCES
	  	 	20	  
	 11.6
	  	 SEVERABILITY
	  	 	20	  
	 11.7
	  	 NO INDIVIDUAL LIABILITY
	  	 	20	  
	 11.8
	  	 APPLICABLE LAW
	  	 	21	  
	 11.9
	  	 COMPLIANCE WITH SECTION 409A OF THE
CODE
	  	 	21	  


  
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 Time Inc. 

Supplemental Savings Plan 

ARTICLE I. ESTABLISHMENT AND PURPOSE 

1.1 Establishment of the Plan. Time Inc. hereby adopts this Plan, which shall be known as the Time Inc. Supplemental Savings Plan. This
Plan was previously incorporated as part of the Time Warner Supplemental Savings Plan prior to January 1, 2014 and is established as a separate plan as of January 1, 2014 for Employees who are Eligible Employees as of January 1, 2014.

 1.2 Description and Purpose of the Plan. This Plan is intended to constitute a non-qualified deferred compensation plan that, in
accordance with ERISA Sections 201(2), 301(a)(3) and 401(a)(1), is unfunded and established primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees who earn compensation in excess
of the Code Section 401(a)(17) limits on compensation eligible for deferral under a qualified retirement plan. 
 1.3 Effective
Date. This Plan was originally effective as of January 1, 2011. The Plan is restated herein effective as of January 1, 2014. 

ARTICLE II. DEFINITIONS 

2.1 Definitions. Whenever used herein, the following terms shall have the meanings as provided for herein, unless otherwise expressly
provided herein or unless a different meaning is plainly required by the context, and when the defined meaning is intended, the term is capitalized: 

(a) “Administrative Committee” means the Administrative Committee as provided for herein. 

(b) “Affiliate” means any entity affiliated with the Company within the meaning of Code Section 414(b), with respect to
controlled groups of corporations, Section 414(c) with respect to trades or businesses under common control with the Company, and Section 414(m) with respect to affiliated service groups, and any other entity required to be aggregated with
the Company pursuant to regulations under Section 414(o) of the Code. 
 (c) “Beneficiary” means the person or persons
designated from time to time by a Participant or Inactive Participant, by notice to the Administrative Committee, to receive any benefits payable under the Plan after his or her death, which designation has not been revoked by notice to the
Administrative Committee at the date of the Participant’s or Inactive Participant’s death. Such notice shall be in a form as required by the Administrative Committee or acceptable to the Administrative Committee, which is properly
completed and delivered to the Administrative Committee or the Administrative Committee’s designee. Notice to the Administrative Committee shall be deemed to have been given when it is actually received by or on behalf of such officer. 







 (d) “Benefits Officer” means the most senior officer of the Company who is
responsible for the Company’s human resources function. 
 (e) “Board” means the Board of Directors of the Company or
a committee thereof authorized to act in the name of the Board. 
 (f) “Change in Control” means there is a change in the
ownership or effective control of the relevant Company or in the ownership of a substantial portion of the assets of the relevant Company as defined under, and as determined in accordance with, Treasury Regulation § 1.409A-3(i)(5) and any other
applicable guidance issued under Code Section 409A. For purposes of this Plan, in order for a Change in Control to have occurred with respect to a Participant, the relevant Company is determined for each Participant under Treasury Regulation
§ 1.409A-3(i)(5)(ii) and any other applicable guidance issued under Code Section 409A. 
 (g) “Claims
Administrator” means the person or persons designated by the Administrative Committee to be responsible for ministerial functions related to day to day administration of the Plan. If no Claims Administrator has been so designated, then the
Administrative Committee shall be the Claims Administrator. 
 (h) “Code” means the Internal Revenue Code of 1986, as
amended. 
 (i) “Company” means Time Inc. or any successor thereto. 

(j) “Company Discretionary Deferral” means the deferrals, if any, credited to Participants’ Supplemental Savings
Accounts in accordance with Section 4.2(b). 
 (k) “Company Matching Deferral” means the deferrals credited to
Participants’ Supplemental Savings Accounts in accordance with Section 4.2(a). 
 (l) “Compensation” means the
Participant’s “Compensation,” paid by an Employing Company, as defined in the Qualified Plan, paid in cash and determined without regard to the Compensation Limit, and without regard to any deferrals or the foregoing of compensation
under this or any other plan of deferred compensation maintained by the Employing Company. Notwithstanding anything to the contrary herein, the Benefits Officer may amend the definition of “Compensation” to include additional items of
compensation; provided, however, that any such amendment must be adopted by the Benefits Officer prior to the beginning of the Plan Year in which the compensation is otherwise to be earned or at such other time(s) permitted under Code
Section 409A (such as prior to the time of the Eligible Employee’s initial eligibility) so as to allow for a deferral of such compensation in accordance with Code Section 409A. 

(m) “Compensation Limit” means the compensation limit of Section 401(a)(17) of the Code, as adjusted under
Section 401(a)(17)(B) of the Code for increases in the cost of living. 

  
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 (n) “Disability” means a permanent and total disability as determined by the
Social Security Administration or any disability for which a Participant is receiving monthly benefits under the provisions of the Time Inc. Long-Term Disability Plan or, in the case of an employee covered by a long term disability plan of an
Affiliate, under the provisions of such plan, whichever shall occur first. 
 (o) “Eligible Employee” means an Employee who
is eligible to participate in the Qualified Plan, is expected to earn Compensation during the Plan Year in excess of the Compensation Limit, including an Employee who is not employed at a U.S. location of an Employing Company if the Employee is
compensated solely through a U.S. payroll. Solely for clarification and the avoidance of doubt, an Employee who is not employed at a U.S. location of an Employing Company is not eligible for this Plan if such Employee is compensated in whole or in
part through a non-U.S. payroll. For purposes of Section 4.1(f), an “Eligible Employee” includes an Employee eligible for additional Compensation payments for which a deferral election may be made thereunder, without regard to whether
such Employee is eligible for participation in the Qualified Plan. 
 (p) “Employee” means an “Employee” as
defined in the Qualified Plan. 
 (q) “Employing Company” means the Company and each Affiliate that has been authorized by
the Benefits Officer to participate in the Plan and has adopted the Plan. When the term “Company” is used with respect to an individual Participant, it shall refer to the specific Employing Company at which the Participant is employed,
unless otherwise required by the context. 
 (r) “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended. 
 (s) “Excess Compensation” means the Compensation otherwise payable to an Eligible Employee in excess of the
Compensation Limit (or such other higher dollar limitation as may be set by the Benefits Officer in his or her sole discretion for any Plan Year). 

(t) “Inactive Participant” means a Participant who had previously deferred amounts credited to a Supplemental Savings Account
and such Participant is no longer eligible to participate hereunder, including due to a Benefits Officer designation of his or her ineligibility for a future Plan Year or a Separation From Service with the Company and any Affiliate, in either case
where the individual’s Supplemental Savings Account has not been fully distributed. Inactive Participants shall also mean those inactive participants in the Time Warner Supplemental Savings Plan whose supplemental savings accounts in the Time
Warner Supplemental Savings Plan were allocated to this Plan effective January 1, 2014 because of their former service with the Company or an Affiliate. 

(u) “Investment Committee” means the Investment Committee as provided for herein. 

  
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 (v) “Investment Direction” means a Participant’s or an Inactive
Participant’s direction to the recordkeeper of the Plan, in the form and manner prescribed by the Administrative Committee, in accordance with directions made by telephone, through the intranet of the applicable Employing Company or through the
Internet, directing which Investment Funds will be credited with his or her deferrals and transfers of all or part of the deferred amounts and any earnings thereon from other Investment Funds and certain employment agreements, as provided for
herein. 
 (w) “Investment Funds” means those hypothetical investment options selected from time to time by the Investment
Committee as measurements of the rate of return to be credited to (or charged against) Participants’ Supplemental Savings Accounts. 

(x) “Matched Deferrals” means the pre-tax deferrals of Excess Compensation made by a Participant under this Plan in
accordance with Section 4.1(a). 
 (y) “Participant” means any Eligible Employee who is eligible to participate in the
Plan in accordance with Article III. Except for those provisions related to deferral opportunities, references herein to a Participant shall be deemed to include references to Inactive Participants, unless otherwise required by the context. 

(z) “Period of Service” means a period of employment measured in years commencing on the date an individual first becomes an
Employee and ending on an Employee’s Separation from Service but excluding (i) if Employee’s Separation from Service occurs on or before March 31 of any calendar year, the employment period in the calendar year in which
Employee’s Separation from Service occurs; (ii) if Employee’s employment commences on or after October 1 of any calendar year, the employment period in the calendar year in which Employee’s employment commences,
(iii) any period when Employee is on a leave of absence, but only to the extent such service is excluded under the Time Inc. Annual Incentive Plan (or if the Employee did not participate in the Annual Incentive Plan on the last day of the Plan
Year but does participate in another annual incentive compensation program of an Employing Company, then only to the extent such service is excluded under such other program). 

(aa) “Plan” means this Plan, the Time Inc. Supplemental Savings Plan, as provided for herein and as it may be amended from
time to time. 
 (bb) “Plan Year” means the calendar year. 

(cc) “Qualified Plan” means the Time Inc. Savings Plan, as amended from time to time. 

(dd) “Separation From Service” means termination of employment with the Employing Company or an Affiliate that also
constitutes a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and the regulations thereunder; provided, however, that for purposes of determining the controlled group of entities in connection with a Separation
From Service, under Treas. Reg. Section 1.409A-1(h)(3), the determination shall be made using a 

  
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common control ownership threshold of “at least 50%” ownership, rather than “at least 80%” ownership. For purposes of this Plan, a “Separation From Service” occurs
on the first day of the seventh month following the date a Participant first begins a disability leave of absence. For this purpose, a disability leave of absence refers to a leave due to the Participant’s inability to perform the duties of his
or her position of employment or any substantially similar position of employment by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not
less than six months. 
 (ee) “Supplemental Savings Account” means the separate account established under Article V of the
Plan for each Participant and Inactive Participant representing amounts deferred by or for the benefit of a Participant pursuant to Article IV, together with credited earnings (or losses) that reflect the Investment Funds applicable with respect to
each Participant’s deferred amounts. 
 (ff) “Unmatched Deferrals” means the pre-tax deferrals made by a Participant
under this Plan in accordance with Section 4.1(b). 
 (gg) “Valuation Date” means, with respect to the Investment
Funds, each business day when the New York Stock Exchange is open or any other date designated from time to time by the Administrative Committee for determining the value of a Participant’s Supplemental Savings Account for any specified purpose
under the Plan, including the determination of amounts available for unforeseeable emergency withdrawals or other distributions on account of Separation From Service, death, or any reason otherwise allowed under the Plan. 

2.2 Gender and Number. Except when otherwise indicated by the context, any masculine terminology used herein also shall include the
feminine and the feminine shall include the masculine, and the use of any term herein in the singular may also include the plural and the plural shall include the singular. 

ARTICLE III. ELIGIBILITY AND PARTICIPATION 

3.1 Participation. Subject to Section 3.2, an Eligible Employee shall become a Participant in the Plan if, with respect to any
Plan Year, the Eligible Employee earns Compensation during the Plan Year in excess of the Compensation Limit (or such other higher dollar limitation as may be set by the Benefits Officer in his or her sole discretion for that Plan Year before the
beginning of such Plan Year), and the Eligible Employee elects to defer a portion of such Excess Compensation at such time and in such manner as determined by the Administrative Committee pursuant to Article IV. In addition, an Eligible Employee
shall become a Participant in the Plan if, with respect to a Plan Year, the Eligible Employee elects a deferral of special Compensation payments under Section 4.1(f) or has a Company discretionary deferral amount credited to his or her
Supplemental Savings Account under Section 4.2(b). In addition, a participant in the Time Warner Supplemental Savings Plan whose supplemental savings accounts in that plan is allocated to this Plan while Time Warner Inc. is an Affiliate of the
Company in connection with such participant’s becoming an Eligible Employee shall become a Participant on the date such accounts are so allocated. To become a Participant in this Plan, each Eligible Employee must also complete such other forms
or applications as required by the Administrative Committee. 

  
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 3.2 Continued Participation. Once an Eligible Employee becomes a Participant, he or she
shall continue to be eligible to participate for all future years until his or her Separation From Service or death or unless and until the Benefits Officer shall designate that individual or the individual’s Employing Company as ineligible to
participate for a future Plan Year or the Employing Company elects not to continue to participate in the Plan with respect to its employees for a future Plan Year. If a Participant becomes ineligible to participate for future deferrals under this
Plan, he or she shall become an Inactive Participant and retain all the rights described under this Plan with respect to deferrals previously made while an active Participant. 

ARTICLE IV. DEFERRALS 

4.1 Participant Deferral Election. Subject to the conditions as provided for in this Plan, a Participant may elect to defer amounts
hereunder as follows: 
 (a) Matched Deferrals. An Eligible Employee may elect to defer Matched Deferrals under this Plan in whole
percentages up to six percent (6%) of that portion of his or her Excess Compensation that does not exceed an amount equal to $500,000 less the then applicable Compensation Limit. 

(b) Unmatched Deferrals. An Eligible Employee may elect to defer Unmatched Deferrals under this Plan in whole percentages up to:
(i) fifty percent (50%) of that portion of his or her Excess Compensation referred to in Section 4.1(a), which deferrals are reduced by the amount of his or her Matched Deferrals and (ii) ninety percent (90%) of that portion
of his or her Compensation that exceeds $500,000. 
 (c) Deferral Procedures for Participant Deferrals. Except as provided in
Section 4.1(d), all Participant elective deferral elections under this Article IV must be made at such time and in such manner, and shall become irrevocable, as specified by the Administrative Committee prior to the beginning of each Plan Year
in which such Excess Compensation is otherwise earned. For this purpose, Excess Compensation is considered earned in the Plan Year in which the service period relating to the applicable Compensation commences. Once a Matched Deferral or an Unmatched
Deferral election is made (or deemed to be made) for a Plan Year, it shall remain in effect for all future Excess Compensation otherwise payable in all future pay periods that otherwise begin during that Plan Year. In accordance with procedures
established by the Administrative Committee, elections under Section 4.1(a) and Section 4.1(b) may apply to Excess Compensation earned in any subsequent Plan Year(s) after the Plan Year in which such election is made. Participant Matched
Deferrals and Unmatched Deferrals shall be credited to the Participant’s Supplemental Savings Account at such times and in such manner as determined by the Administrative Committee, in its sole discretion. 

  
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 (d) Deferral Procedures for Newly Eligible Employees. The following procedures apply for
deferral elections with respect to newly Eligible Employees: 
  

	 	(i)	In the case of an Employee who first becomes eligible to participate in the Plan during a Plan Year (and is not eligible for any other plan with which this Plan is aggregated for purposes of Code Section 409A),
deferral elections under this Article IV for such Plan Year must be made no later than a date within 30 days of the date the Employee first becomes eligible to participate in the Plan, and shall apply only to amounts paid for services to be
performed after the effective date of such election (including a pro-rated bonus amount as allowed under Code Section 409A). 

  

	 	(ii)	If an Eligible Employee was previously eligible to participate in this Plan or any other nonqualified deferred compensation plan with which this Plan is aggregated for purposes of Code Section 409A, and as of the
Employee’s subsequent eligibility date, the Employee was not eligible to participate in this Plan or any other nonqualified deferred compensation plan with which this Plan is aggregated for purposes of Code Section 409A for at least 24
months preceding the Employee’s subsequent eligibility date, then (in accordance with Code Section 409A and the applicable guidance thereunder) a deferral election under this Article IV may be made no later than a date within 30 days of
the effective date of the Employee’s subsequent eligibility. 

  

	 	(iii)	If an Eligible Employee was previously eligible to participate in this Plan or any other nonqualified deferred compensation plan with which this Plan is aggregated for purposes of Section 409A, and the Employee has
been paid all amounts deferred under this Plan (and such aggregated plans), and on and before the date of the last payment was not eligible to continue (or to elect to continue) to participate in this Plan (or any such aggregated plans), the
Participant may be treated as initially eligible to participate in the Plan as of the first date following such payment that the Participant becomes eligible to participate in the Plan (in accordance with Code Section 409A and the applicable
guidance thereunder). A deferral election under this Article IV may be made no later than a date within 30 days of the effective date of the Employee’s subsequent eligibility. 


 

	 	(iv)	If an Eligible Employee chooses not to submit an initial deferral election within the applicable 30-day period under this Section 4.1(d) or such an Eligible Employee is not permitted to make such an election, the
Eligible Employee may submit a deferral election during the next following annual deferral election period (in accordance with Section 4.1(c)) for the applicable subsequent Plan Year(s). 


(e) Payroll Periods Subject to Deferral Elections. If a Company’s normal payroll practice is such that the last payroll beginning
in a Plan Year covers services performed at the end of that Plan Year and into the beginning of the next Plan Year, then any Participant deferral elections made under Section 4.1(a), Section 4.1(b), and Section 4.1(f) for a Plan Year
will apply to all payroll periods ending in that Plan Year. 

  
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 (f) Deferral of Special Compensation Payments. To the extent permitted in accordance with
written procedures established by the Administrative Committee, which shall be written in accordance with the requirements of Code Section 409A, an Eligible Employee may elect to defer amounts attributable to additional items of Compensation
not otherwise subject to Section 4.1(a) or Section 4.1(b) and without regard to whether such Compensation is Excess Compensation. Amounts deferred under this Section 4.1(f) must be made at the time(s) otherwise permitted for deferrals
under this Article IV and will not be eligible for Company Matching Deferrals and shall be treated hereunder as Unmatched Deferrals. Participant deferrals under this Section 4.1(f) shall be credited to a Participant’s Supplemental Savings
Account at such times and in such manner as determined by the Administrative Committee, in its sole discretion. 
 4.2 Crediting of
Company Deferrals. The Company shall credit each Participant’s Supplemental Savings Account with the additional deferrals described in this Section 4.2. 

(a) Company Matching Deferrals. Any Participant who has elected to make a deferral under Section 4.1(a) for a Plan Year will be
credited with a Company Matching Deferral equivalent to the rate of matching contributions under the Qualified Plan in effect (without retroactive application) on the January 1 of Plan Year with respect to which the Matched Deferral is
credited. Such Company Matching Deferrals shall be credited to the Participant’s Supplemental Savings Account at such times and in such manner as the Administrative Committee, in its sole discretion determines. 

(b) Company Discretionary Deferrals. The Company may, in its sole discretion, provide for additional credits to all or some
Participants’ Supplemental Savings Accounts at any time. Such amounts shall be distributed in the form of distribution otherwise in effect for each affected Participant with respect to any deferrals made for the Plan Year under
Section 4.4. In the absence of any deferrals for such Plan Year for a Participant, the additional credits shall be paid in the form of a single sum payment. 

4.3 Cancellation of Deferral Election. 

(a) Hardship Distribution Under the Plan. Upon a distribution under Section 6.3 due to an unforeseeable emergency, the
Participant’s deferral election(s) made pursuant to Section 4.1 shall be cancelled effective as of the payroll period following the distribution under Section 6.3(d). Such cancellation shall be effective for the remainder of the Plan
Year and any subsequent deferral election by the Participant must be submitted in accordance with Section 4.1. 
 (b) Hardship
Distribution Under Qualified Plan. Upon a hardship distribution pursuant to Treasury Regulation § 1.401(k)-1(d)(3) under the Qualified Plan or under any other qualified plan maintained by the Company or any of its Affiliates, the
Participant’s deferral election(s) made pursuant to Section 4.1 shall be cancelled for the Plan Year in which the hardship distribution occurred and any subsequent deferral election by the Participant must be submitted in accordance with
Section 4.1 but will not be effective for such subsequent Plan Year until such time as the Code Section 401(k) required cancellation period for deferrals has ended. 

  
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 4.4 Form of Payment of Deferred Amounts. At the same time as the election made pursuant to
Section 4.1, and subject to the death benefit provisions of Section 6, each Participant must also elect the manner in which his or her deferred amounts for each Plan Year will be paid. 

(a) Normal Form of Distribution - Single Sum Payments. Except as provided in Section 4.4(b), all deferred amounts for each Plan
Year that are otherwise payable to a Participant hereunder shall be paid in the form of a single sum payment. 
 (b) Optional Form of
Distribution. In lieu of a single sum payment, a Participant may elect to have all deferred amounts for each Plan Year that are otherwise payable to a Participant hereunder paid in the form of (i) effective for elections that have become
irrevocable prior to December 1, 2013, one hundred twenty (120) monthly installment payments, and (ii) effective for elections that have become irrevocable on or after December 1, 2013, ten (10) annual installment payments.
Unless specifically elected otherwise for a Plan Year, payments of all deferred amounts will be made in a single sum payment. 
 (c)
Mandatory Distribution – Single Sum Payments. Notwithstanding any other provision of this Section 4.4, if the value of the Participant’s Supplemental Savings Account is less than $100,000 as of the Valuation Date following the
Participant’s Separation From Service, payment of all amounts payable to the Participant hereunder shall be made in a single sum payment. 

4.5 Vesting. Participants shall become vested in the deferrals credited to their Supplemental Savings Accounts in accordance with this
Section 4.5. 
 (a) A Participant shall be vested at all times in his or her Matched Deferrals under Section 4.1(a), Unmatched
Deferrals under Section 4.1(b), and deferrals of special Compensation payments under Section 4.1(f). 
 (b) A Participant shall
become vested in Company Matching Deferrals after completing “Periods of Service” of at least two years or two “Years of Service” (as defined under the Qualified Plan); provided, however, that Company Matching Deferrals credited
to a Participant’s Supplemental Savings Account shall immediately vest upon the occurrence of: (i) the Participant’s death; (ii) the Participant’s Disability; (iii) the date the Participant attains age 65; or
(iv) a Change in Control. 
 (c) Subject to approval of the Benefits Officer, special vesting provisions under the terms of a severance
plan or program under which a Participant qualifies may apply to vesting of the Participant’s Company Matching Deferrals and any earnings or losses attributable thereto. 

  
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 (d) A Participant shall become vested in Company Discretionary Deferrals pursuant to the vesting
schedule established by the Company at the time such amounts are credited to his or her Supplemental Savings Account; provided, however, that, notwithstanding the provisions of any such vesting schedule, amounts credited to a Participant’s
Supplemental Savings Account shall immediately vest upon the occurrence of a Change in Control. 
 (e) Subject to subsections (a),
(b) and (c) herein, a forfeiture of a Participant’s unvested Company Matching Contributions and unvested Company Discretionary Deferrals shall occur on the date distributions are made or commence to be paid on account of the
Participant’s Separation From Service if he or she is not otherwise vested in any such amounts credited to his or her Supplemental Savings Account. In addition, a Participant who is re-employed by an Employing Company shall not be entitled to
restore to his or her Supplemental Savings Account any amounts previously forfeited under the Plan or otherwise distributed or scheduled to be distributed from the Plan. 

ARTICLE V. SUPPLEMENTAL SAVINGS ACCOUNTS 

5.1 Supplemental Savings Account. 

(a) A Supplemental Savings Account shall be established for each Participant who is credited with deferred amounts under Article IV. A
Participant’s or an Inactive Participant’s Supplemental Savings Account shall consist of all such deferred amounts, increased or decreased by any gains or losses thereon. 

(b) The Company (either directly or indirectly through a third-party recordkeeper or a combination thereof) shall maintain the records of
Supplemental Savings Accounts for all Participants and Inactive Participants. 
 (c) All payments made under the Plan shall be made directly
by the Company from its general assets subject to the claims of any creditors and no deferred compensation under the Plan shall be segregated or earmarked or held in trust. The Plan is an unfunded and unsecured contractual obligation of the Company.
Participants, Inactive Participants, and Beneficiaries shall be unsecured creditors of the Company with respect to all obligations owed to them under the Plan. Participants, Inactive Participants, and Beneficiaries shall not have any interest in any
fund or specific asset of the Company by reason of any amount credited to a Supplemental Savings Account, nor shall any such person have any right to receive any distribution under the Plan except as explicitly stated herein. The Company shall not
designate any funds or assets to specifically provide for the distribution of the value of a Supplemental Savings Account or issue any notes or security for the payment thereof. Any asset or reserve that the Company may purchase or establish shall
not serve as security to Participants, Inactive Participants, and Beneficiaries for the performance of the Company under the Plan. 
 5.2
Hypothetical Investment. 
 (a) For crediting rate purposes, amounts credited to a Participant’s or an Inactive
Participant’s Supplemental Savings Account shall be deemed to be invested according to his or 

  
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her Investment Direction in one or more of all of the similarly named funds offered under the Qualified Plan trust agreement; provided, however, that any brokerage investment alternative
available under such master trust, if any, shall not be an available investment alternative under this Plan. For any period, the deemed return on each of these Investment Funds shall be the same as the return for such period on each similarly named
fund offered under the Qualified Plan trust agreement. 
 (b) Notwithstanding anything to the contrary herein, the Company, by action of the
Investment Committee or the Board, may add to, decrease or change the Investment Funds offered under the Plan, at any time and for any reason. Participants, Inactive Participants, and Beneficiaries shall not have the right to continue any particular
Investment Fund option. 
 (c) The Company shall be under no obligation to invest amounts corresponding to any Investment Direction chosen
by Participants or Inactive Participants. Any such allocation to any Supplemental Savings Account shall be made solely for the purpose of determining the value of such account under the Plan. 

5.3 Investment Direction. Deferrals shall be credited to the Investment Funds in accordance with a Participant’s or an Inactive
Participant’s Investment Directions. A Participant or an Inactive Participant shall direct that his or her deferrals be applied, in multiples of one percent, to deemed investments in any or all of the Investment Funds. 

5.4 Changes in Investment Direction. A Participant or an Inactive Participant may change an Investment Direction once each calendar
month with respect to existing Supplemental Savings Account balances; provided, however, that one additional Investment Direction may be made in each calendar month in which any Investment Fund is made available, or ceases to be available with
respect to each of new deferrals and previous deferrals and any earnings thereon. A Participant may make Investment Directions with respect to future deferrals as frequently as permitted pursuant to administrative rules adopted by the Administrative
Committee. 
 5.5 Manner of Hypothetical Investment. 

(a) For purposes of the hypothetical investment under Section 5.2, deferred compensation shall be considered to be invested on the date
the recordkeeper of the Plan records the deferral amount. 
 (b) As of each Valuation Date, the recordkeeper of the Plan shall determine the
value of each Participant’s, Inactive Participant’s, or Beneficiary’s Supplemental Savings Account. 
 5.6 Participant
Assumes Risk of Loss. Each Participant, Inactive Participant, and Beneficiary assumes the risk in connection with any decrease in value of his or her Supplemental Savings Account deemed invested in the Investment Funds. 

5.7 Statement of Account. A statement of account shall be made available through the recordkeeper’s website and may be viewed and
printed by a Participant or an Inactive Participant at any time. Upon request, as soon as reasonably practicable after the end of each calendar quarter, a statement of account shall be sent to each Participant and Inactive Participant with respect
to the value of his or her Supplemental Savings Account as of the end of such quarter. 

  
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 ARTICLE VI. PAYMENT OF DEFERRED AMOUNTS 

6.1 Payment of Deferred Amounts. 

(a) Payment of a Participant’s Supplemental Savings Account, including accumulated hypothetical earnings (or losses), shall be paid (or,
in the case of installment distributions, commence to be paid) on the fifteenth day of the calendar month following six months after the Participant’s Separation From Service (or as soon as administratively practicable thereafter), and any
subsequent monthly installment payments shall be paid on the fifteenth day of each subsequent month thereafter (or as soon as administratively practicable thereafter), and any subsequent annual installment payments shall be paid on the annual
anniversary of the fifteenth day of the calendar month following six months after the Participant’s Separation From Service (or as soon as administratively practicable thereafter). Subject to Section 4.4(c), the payment(s) shall be made in
the manner otherwise elected by the Participant under Section 4.4. 
 (b) The amount of any single sum payment shall equal the
Participant’s distributable Supplemental Savings Account, determined as of the Valuation Date immediately preceding the payment date. 

(c) The amount of any installment payment shall equal the Participant’s distributable Supplemental Savings Account, determined as of the
Valuation Date immediately preceding the payment date multiplied by a fraction, the numerator of which is one and the denominator of which is the number of installment payments remaining to be paid. 

6.2 Payment to Beneficiary or Estate in the Event of Death. Notwithstanding the provisions for payment described in Section 6.1
above, if a Participant or an Inactive Participant dies before payment of his or her Supplemental Savings Account under the Plan or after commencement of installment payments and prior to the payment of all amounts credited to his or her
Supplemental Savings Account, the value of such Participant’s or Inactive Participant’s Supplemental Savings Account shall be determined as of the Valuation Date coincident with or immediately prior to the date that the Administrative
Committee commences the processing of the distribution, after both a written notice of his or her death and a death certificate have been received by the Administrative Committee. In all events, such account shall be distributed in a single sum
payment as soon as practicable to the Participant’s or Inactive Participant’s Beneficiary (or, if no person has been designated or if no person so designated survives the Participant or Inactive Participant, to such Participant’s or
Inactive Participant’s estate or if such Beneficiary survives the Participant or Inactive Participant, but dies prior to payment, to such Beneficiary’s estate) prior to the end of the Plan Year of the Participant’s or Inactive
Participant’s death (or within 90 days after the date of death, if later, provided, however, that the Beneficiary (or estate) shall have no right to designate the taxable year of payment). In case any Participant or Inactive Participant and his
or her Beneficiary die in or as a result of a common accident or disaster and under such circumstances as to make it impossible to determine which of them was the last to die, the Participant or Inactive


  
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Participant shall be deemed to have survived his or her Beneficiary. Distributions hereunder shall be subject to such administrative and procedural requirements and forms as the Administrative
Committee in its discretion may require. 
 6.3 Unforeseeable Emergency. At any time before the time an amount is otherwise payable
hereunder, a Participant (or the Participant’s Beneficiary) may request, pursuant to such procedures prescribed by the Administrative Committee in its sole discretion, a single sum payment of all or a portion of the amounts credited to his or
her Supplemental Savings Account due to the Participant’s (or the Beneficiary’s) severe financial hardship, subject to the following requirements as provided for in this Section 6.3. 

(a) Such distribution shall be made, in the sole discretion of the Administrative Committee, in the case of an unforeseeable emergency, which
shall be limited to a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or of a Participant’s dependent (as defined in Code
Section 152, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)), 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. Examples of events that may constitute an unforeseeable emergency
include the 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; and the need to pay
for the funeral expenses of the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)). 

(b) Whether a Participant is faced with an unforeseeable emergency will be determined based on the relevant facts and circumstances of each
case, but, in any case, a distribution on account of an unforeseeable emergency may not be made to the extent that such emergency is or may be relieved: 
  

	 	(i)	through reimbursement or compensation by insurance or otherwise, 

  

	 	(ii)	by liquidation of the individual’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or 


 

	 	(iii)	by cessation of deferrals under the Plan. 

 Examples of circumstances that are not considered to be
unforeseeable emergencies include the need to send an individual’s child to college or the desire to purchase a home. 
 (c) In all
events, the amount available for distribution on account of an unforeseeable emergency pursuant to this Section 6.3 shall be limited to the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay
any federal, state, local, or foreign income taxes or penalties reasonably anticipated to result from the distribution), 

  
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and shall be determined in accordance with Code Section 409A and the regulations thereunder. The Administrative Committee may require such evidence of the individual’s severe financial
hardship as it deems appropriate. The Administrative Committee shall consider any requests for payment under this Section 6.3 in accordance with the standards of interpretation described in Code Section 409A and the regulations and other
guidance thereunder. 
 (d) All distributions under this Section 6.3 shall be made from the Participant’s Supplemental Savings
Account as soon as practicable after the Administrative Committee has approved the distribution and the amounts credited to the Participant’s Supplemental Savings Account shall be reduced on a pro rata basis among his or her elected Investment
Options to reflect the accelerated distribution. 
 6.4 Incapacity. The Administrative Committee may direct that any amounts
distributable under the Plan to a person under a legal disability be made to (and be withheld until the appointment of) a representative qualified pursuant to law to receive such payment on such person’s behalf. 

6.5 Rehire of Inactive Participant. Upon a Separation from Service, a Participant’s existing deferral election shall become null
and void. If an Inactive Participant returns to work with the Company or an Affiliate, distribution of his or her remaining Supplemental Savings Account with respect to amounts deferred prior to the date of the Separation From Service shall continue
to be made as if the Inactive Participant has not returned to work. The Participant shall only be eligible to defer future amounts hereunder in accordance with a new deferral election under Article IV. 

ARTICLE VII. ADMINISTRATION 

7.1 The Administrative Committee. 

(a) Appointment of Administrative Committee. The Administrative Committee shall be a committee of not less than three individuals
designated by the Benefits Officer who shall be responsible for administering the Plan. The Benefits Officer may not serve on the Administrative Committee. No member of the Administrative Committee shall receive any compensation for his or her
services as such. Participants may be members of the Administrative Committee but may not participate in any decision affecting their own account in any case where the Administrative Committee may take discretionary action in the administration of
the Plan. 
 (b) Quorum and Actions of Administrative Committee. A majority of the members of the Administrative Committee shall
constitute a quorum for the transaction of business. All resolutions or other action taken by the Administrative Committee shall be by a vote of a majority of its members present at any meeting or, without a meeting, by instrument in writing signed
by all its members. Members of the Administrative Committee may participate in a meeting of such Administrative Committee by means of a conference telephone or similar communications equipment that enables all persons participating in the meeting to
hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 

  
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 (c) Responsibilities. The Administrative Committee shall be the administrator of the Plan
and shall have all powers necessary to administer the Plan except to the extent that any such powers are vested in any other individual or committee are duly authorized under the Plan. The Administrative Committee may from time to time establish
rules for the administration of the Plan. The Administrative Committee shall have exclusive authority and sole and absolute discretion to interpret the Plan, to determine eligibility for benefits and the amount of benefit payments and to make any
factual determinations, resolve factual disputes and decide all matters arising in connection with the interpretation, administration and operation of the Plan or with the determination of eligibility for benefits or the amount of benefit payments.
All its rules, interpretations and decisions shall be conclusive and binding on the Company and on Participants, Inactive Participants and their Beneficiaries to the extent permitted by law. 

(d) Delegation by Administrative Committee. The Administrative Committee may delegate any of its powers or duties to others as it shall
determine (including a Claims Administrator) and may retain counsel, agents and such clerical, accounting, actuarial, recordkeeping or other services as it may require in carrying out the provisions of the Plan. 

(e) Committee Records. The Administrative Committee shall keep a record of all Plan proceedings and of all payments directed by it to
be made to or on behalf of Participants, Inactive Participants, or Beneficiaries or payments made by it for expenses or otherwise. 
 7.2
Investment Committee. 
 (a) Appointment. The Investment Committee shall be a committee of not less than three individuals
designated by the Benefits Officer who shall take all prudent action necessary or desirable for the purpose of carrying out the overall investment policy for the Plan (with respect to Investment Funds made available as targeted hypothetical
investments). The Benefits Officer may not serve on the Investment Committee. 
 (b) Quorum and Actions of Investment Committee. A
majority of the members of the Investment Committee at the time in office shall constitute a quorum for the transaction of business. All resolutions or other action taken by the Investment Committee shall be by vote of a majority of its members
present at any meeting or, without a meeting, by instrument in writing signed by all its members. Members of the Investment Committee may participate in a meeting of such Investment Committee by means of a conference telephone or similar
communications equipment that enables all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 

(c) Investment Committee Chair; Delegation by Investment Committee. The members of the Investment Committee shall designate one of
their number as chair and may designate a secretary who may, but need not, be one of their number. The Investment Committee may delegate any of its powers or duties among its members or to others as it shall determine. It may authorize one or more
of its members to execute or deliver any instrument or to make any payment in its behalf. It may employ such counsel, agents and clerical, accounting, actuarial and recordkeeping services as it may require in carrying out the provisions of the Plan.


  
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 7.3 Benefits Officer. 

(a) Responsibilities. The Benefits Officer shall be responsible for effecting settlor and ministerial functions on behalf of the
Company as provided for in the Plan, including, without limitation, amending and modifying the terms of the Plan and performing ministerial functions with respect to the Plan. 

(b) Delegation of Duties. The Benefits Officer may authorize others to execute or deliver any instrument or to make any payment in his
or her behalf and may delegate any of his or her powers or duties to others as he or she shall determine. The Benefits Officer may retain such counsel, agents and clerical, medical, accounting and actuarial services as they may require in carrying
out his or her functions. 
 7.4 Indemnification. The Company shall, to the fullest extent permitted by law, indemnify each director,
officer or employee of the Company or any Affiliate (including the heirs, executors, administrators and other personal representatives of such person) and each member of the Administrative Committee, Investment Committee and Benefits Officer against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal,
administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was serving any employee benefit plans of the Company or any Affiliate in any capacity at the request of such
company. 
 7.5 Expenses of Administration. Any expense incurred by the Company, the Administrative Committee, the Investment
Committee or the Benefits Officer relative to the administration of the Plan shall be paid by the Company and any of its participating Affiliates in such proportions as the Company may direct. 

7.6 Reliance on Information. The Administrative Committee, Investment Committee, and Benefits Officer may rely conclusively upon all
tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person who is employed or engaged for any purpose in connection with the administration of the Plan. 

7.7 No Liability for Acts of Others. Neither the Administrative Committee, Investment Committee, or Benefits Officer nor any member of
the Board or the board of directors (or governing body) of an Affiliate and no employee of the Company or any Affiliate shall be liable for any act or action hereunder, whether of omission or commission, by any other member or employee or by any
agent to whom duties in connection with the administration of the Plan have been delegated or for anything done or omitted to be done in connection with the Plan. 

ARTICLE VIII. CLAIMS REVIEW PROCEDURE 

8.1 Participant or Beneficiary Request for Claim. Any request for a benefit payable under the Plan shall be made in writing by a
Participant, Inactive Participant or Beneficiary (or an authorized representative of any of them), as the case may be, and shall be paid in accordance with the otherwise applicable Plan terms. 

  
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 8.2 Insufficiency of Information. In the event a request for a benefit that is not
otherwise paid contains insufficient information otherwise required by the Plan, the Claims Administrator shall, within a reasonable period after receipt of such request, send a written notification to the claimant setting forth a description of any
additional material or information necessary for the claimant to perfect the claim and an explanation of why such material is necessary. The claimant’s request shall be deemed filed with the Claims Administrator on the date the Claims
Administrator or Administrative Committee receives in writing such additional information. 
 8.3 Request Notification. The Claims
Administrator shall make a determination with respect to a request for benefits that was previously denied within ninety (90) days after such request is filed (or within such extended period prescribed below). The Claims Administrator shall
notify the claimant whether his or her claim has been granted or whether it has been denied in whole or in part. Such notification shall be in writing and shall be delivered, by mail or otherwise, to the claimant within the time period described
above. If the claim is denied in whole or in part, the written notification shall set forth, in a manner calculated to be understood by the claimant: 
  

	 	(i)	The specific reason or reasons for the denial; 

  

	 	(ii)	Specific reference to pertinent provisions of the Plan on which the denial is based; and 

  

	 	(iii)	An explanation of the Plan’s claim review procedure. 

 Failure by the Claims Administrator
to give notification pursuant to this Section within the time prescribed shall be deemed a denial of the request for the purpose of proceeding to the review stage. 

8.4 Extensions. If special circumstances require an extension of time for processing the claim, the Claims Administrator shall furnish
the claimant with written notice of such extension. Such notice shall be furnished prior to the termination of the initial ninety (90)-day period and shall set forth the special circumstances requiring the extension and the date by which the Claims
Administrator expects to render its decision. In no event shall such extension exceed a period of ninety (90) days from the end of such initial ninety (90)-day period. 

8.5 Claim Review. A claimant whose request for benefits has been denied by the Claims Administrator in whole or in part, or his or her
duly authorized representative, may, within sixty (60) days after written notification of such denial, file with a reviewer appointed for such purpose by the Administrative Committee (or, if none has been appointed, with the Administrative
Committee itself), with a copy to the Administrative Committee, a written request for a review of his or her claim. Such written request shall be deemed filed upon receipt of same by the reviewer. 

  
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 8.6 Time Limitation on Review. A claimant who timely files a request for review of his or
her claim for benefits, or his or her duly authorized representative, may review pertinent documents (upon reasonable notice to the reviewer) and may submit the issues and his or her comments to the reviewer in writing. The reviewer shall, within
sixty (60) days after receipt of the written request for review (or within such extended period prescribed below), communicate its decision in writing to the claimant and/or his or her duly authorized representative setting forth, in a manner
calculated to be understood by the claimant, the specific reasons for its decision and the pertinent provisions of the Plan on which the decision is based. If the decision is not communicated within the time prescribed, the claim shall be deemed
denied on review. 
 8.7 Special Circumstances. If special circumstances require an extension of time beyond the sixty (60)-day
period described above for the reviewer to render his or her decision, the reviewer shall furnish the claimant with written notice of the extension required. Such notice shall be furnished prior to the termination of the initial sixty (60)-day
period and shall set forth the special circumstances requiring the extension period. In no event shall such extension exceed a period of sixty (60) days from the end of such initial sixty (60)-day period. 

8.8 Legal Actions. In the event a claimant’s request for benefits is denied (or deemed denied) under Section 8.6, such
claimant may bring legal action. Evidence presented in such action shall be limited to the administrative record reviewed by the Claims Administrator and Administrative Committee in connection with its determination of the
claimant’s request under this Article VIII. The administrative record shall include evidence timely presented to the Claims Administrator and Administrative Committee by the claimant, or his duly authorized representative, pursuant to this
Article VIII. No legal action at law or equity to recover benefits under the Plan may be filed unless the claimant has complied with and exhausted the administrative procedures under this Article VIII, nor may such legal action be filed more than
six (6) months after the date on which the claim is denied (or deemed denied) under Section 8.6. 
 ARTICLE IX. AMENDMENT AND
TERMINATION 
 9.1 Amendments. The Company (by action of the Board) or the Benefits Officer (for the Company and the other
Employing Companies) may at any time amend the Plan. 
 9.2 Termination or Suspension. The continuance of the Plan and the ability of
an Eligible Employee to make a deferral for any Plan Year are not assumed as contractual obligations of the Company or any other Employing Company. The Company reserves the right (for itself and the other Employing Companies) by action of the Board
or the Benefits Officer, to terminate or suspend the Plan, or to terminate or suspend the Plan with respect to itself or an Employing Company, to the extent permitted without adverse tax consequences under Treas. Reg. § 1.409A-3(j)(4)(ix) and
such other applicable guidance under Code Section 409A. Any Employing Company may terminate or suspend the Plan with respect to itself (in a manner consistent with the requirements of Code Section 409A necessary to avoid adverse tax
consequences) by executing and delivering to the Company or the Benefits Officer such documents as the Company or Benefits Officer shall deem necessary or desirable. 

  
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 9.3 Participants’ Rights to Payment. No termination of the Plan or amendment thereto
shall deprive a Participant, Inactive Participant or Beneficiary of the right to payment of amounts credited to his or her Supplemental Savings Account as of the date of termination or amendment, in accordance with the terms of the Plan as of the
date of such termination or amendment; provided, however, that in the event of termination of the Plan, or termination of the Plan with respect to the Company or one or more other Employing Companies, the Benefits Officer may, in such officer’s
sole and absolute discretion, accelerate the payment of all such credited deferred compensation on a uniform basis for all Participants and Inactive Participants or, in the case of termination of the Plan with respect to one or more other Employing
Companies, for all Participants and Inactive Participants of such other Employing Companies only, to the extent permitted under Treas. Reg. § 1.409A-3(j)(4)(ix) to avoid adverse tax consequences. 

ARTICLE X. PARTICIPATING COMPANIES 

10.1 Adoption by Other Entities. Upon the approval of the Company or the Benefits Officer, the Plan may be adopted by any Affiliate by
executing and delivering to the Company or the Benefits Officer such documents as the Company or Benefits Officer shall deem necessary or desirable. The provisions of the Plan shall be fully applicable to such entity except as may otherwise be
agreed to by such adopting company and the Company or Benefits Officer. 
 ARTICLE XI. GENERAL PROVISIONS 

11.1 Participants’ Rights Unsecured. The right of any Participant or Inactive Participant to receive future payments under the
provisions of the Plan shall be a general unsecured claim against the general assets of the Employing Company employing the Participant at the time that his or her compensation is deferred. The Company, and any other Employing Company or former
Employing Company shall not guarantee or be liable for payment of benefits to the employees of any other Employing Company or former Employing Company under the Plan. 

11.2 Non-Assignability. The right of any person to receive any benefit payable under the Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, lien or charge, and any such benefit shall not, except to such extent as may be required by law, in any manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of the person who shall be entitled to such benefits, nor shall it be subject to attachment or legal process for or against such person. 

11.3 No Rights Against the Company. The establishment of the Plan, any amendment or other modification thereof, or any payments
hereunder, shall not be construed as giving to any Employee, Participant, Inactive Participant or Beneficiary any legal or equitable rights against the Company its shareholders, directors, officers or other employees, except as may be contemplated
by or under the Plan including, without limitation, the right of any Participant, Inactive Participant or Beneficiary to be paid as provided under the Plan. Participation in the Plan does not give rise to any actual or implied contract of
employment. A Participant, Inactive Participant or Beneficiary may be terminated at any time for any reason in accordance with the procedures of the Company. 

  
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 11.4 Withholding. The Employing Company or former Employing Company or paying agent shall
withhold any federal, state, local or foreign income or employment tax (including F.I.C.A. obligations for both social security and Medicare) which by any present or future law it is, or may be, required to withhold with respect to any payment
pursuant to the Plan, with respect to any of its former or present Employees. In addition, a Participant or Beneficiary may request an acceleration of a payment from the Plan to reflect payment of state, local, or foreign tax obligations arising
from participation in the Plan and that applies to an amount deferred under the Plan before the amount is paid or made available to the Participant or Beneficiary (the state, local, or foreign tax amount). This amount may include an amount necessary
to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable federal, state, local, or foreign tax laws as a result of the payment of any such amounts, and to pay the
additional income tax at source on wages attributable to the pyramiding taxes attributable to such amounts. Such payment may not exceed the amount of such taxes due as a result of participation in the Plan, as permitted by Code Section 409A and
the regulations thereunder. Such payment may be made by distributions to the Participant or Beneficiary in the form of withholding by the Employing Company or former Employing Company pursuant to provisions of applicable state, local, or foreign law
or by distribution directly to the Participant. The Administrative Committee shall provide or direct the provision of information necessary or appropriate to enable such distributions to be made or to enable each such company to so withhold. 

11.5 No Guarantee of Tax Consequences. The Benefits Officer, the Investment Committee, the Administrative Committee, the Company and
any Employing Company or any former Employing Company do not make any commitment or guarantee that any amounts deferred for the benefit of a Participant, Inactive Participant or Beneficiary will be excludible from the gross income of the
Participant, Inactive Participant or Beneficiary in the year deferred or paid for federal, state, local or foreign income or employment tax purposes, or that any other federal, state, local or foreign tax treatment will apply to or be available to
any Participant, Inactive Participant or Beneficiary. It shall be the obligation of each Participant, Inactive Participant or Beneficiary to determine whether any deferral or payment under the Plan is excludible from his or her gross income for
federal, state, local or foreign income or employment tax purposes, and to take appropriate action if he or she has reason to believe that any such deferral or payment is not so excludible. 

11.6 Severability. If any particular provision of the Plan shall be found to be illegal or unenforceable for any reason, the illegality
or lack of enforceability of such provision shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal or unenforceable provision had not been included. 

11.7 No Individual Liability. It is declared to be the express purpose and intention of the Plan that no liability whatsoever shall
attach to or be incurred by the shareholders, officers, or directors of the Board or the Benefits Officer, or any member of the Administrative Committee or the Investment Committee, under or by reason of any of the terms or conditions of the Plan.


  
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 11.8 Applicable Law. This Plan shall be governed by and construed in accordance with the
laws of the State of New York except to the extent governed by applicable federal law (including the requirements of Code Section 409A). 

11.9 Compliance with Section 409A of the Code. This Plan is intended to comply with Section 409A of the Code and will be
interpreted in a manner intended to comply with Section 409A of the Code. In furtherance thereof, no payments may be accelerated under the Plan other than to the extent permitted under Section 409A of the Code. To the extent that any
provision of the Plan violates Section 409A of the Code such that amounts would be taxable to a Participant prior to payment or would otherwise subject a Participant to a penalty tax under Section 409A, such provision shall be
automatically reformed or stricken to preserve the intent hereof. Notwithstanding anything herein to the contrary, if any other payments due to a Participant hereunder could cause the application of an accelerated or additional tax under
Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment compliant under Section 409A of the Code, or otherwise such payment shall be restructured, to the extent possible, in a manner,
determined by the Benefits Officer or the Administrative Committee, that does not cause such an accelerated or additional tax. The Administrative Committee shall implement the provisions of this Section 11.9 in good faith; provided that none of
the Company, the Benefits Officer, the Administrative Committee, any Claims Administrator nor any of the Company’s or its subsidiaries’ employees or representatives shall have any liability to Participants with respect to this
Section 11.9. 

  
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