Exhibit 10.8


 


SPX SUPPLEMENTAL INDIVIDUAL ACCOUNT


RETIREMENT PLAN


 


As Amended and Restated Effective August 15,
2022  


 


 


TABLE
OF Contents


 


Page




 


	Article I. DEFINITIONS	1







		1.1	“Account
                                            Balance”	1
		1.2	“Accrued
                                            Benefit”	1
		1.3	“Act”	2
		1.4	“Actuarial
                                            Equivalent”	2
		1.5	“Affiliated
                                            Company” or
                                            “Affiliate”	2
		1.6	“Beneficiary”	3
		1.7	“Board”	3
		1.8	“Code”	3
		1.9	“Committee”	3
		1.10	“Company”	3
		1.11	“Excess
                                            Participant”	3
		1.12	“Former
                                            Accrued Benefit”	3
		1.13	“Grandfathered
                                            Benefit”	4
		1.14	“GSX
                                            Transition Benefit”	4
		1.15	“Initial
                                            Account Balance”	4
		1.16	“Interest
                                            Accruals”	4
		1.17	“Interest
                                            Accrual Rate”	4
		1.18	“Normal
                                            Retirement Age”	4
		1.19	“Normal
                                            Retirement Date”	4
		1.20	“Participant”	5
		1.21	“Plan”	5
		1.22	“Principal
                                            Accruals”	5
		1.23	“Qualified
                                            Plan”	5
		1.24	“Qualified
                                            Plan Retirement Benefit”	5
		1.25	“Qualified
                                            Plan Preretirement Death Benefit”	6
		1.26	“Supplemental
                                            Plan Preretirement Death Benefit”	6
		1.26A	“Supplemental
                                            Retirement Benefit”	6
		1.26B	“Non-409A
                                            Supplemental Retirement Benefit”	6
		1.26C	“409A
                                            Supplemental Retirement Benefit”	6
		1.27	“Surviving
                                            Spouse”	6
		1.28	“Top
                                            Hat Participant”	6



 


	Article II. ELIGIBILITY	6




 






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	Article III. SUPPLEMENTAL RETIREMENT BENEFITS	7







		3.1	Amount	7
		3.2	Form of
                                            Non-409A Supplemental Retirement Benefit	8
		3.3	Commencement of Non-409A Supplemental
                                            Retirement Benefit	8
		3.4	Approval of Company	8
		3.4.A	Form and
                                            Timing of 409A Supplemental Retirement Benefits	8
		3.5	Actuarial Equivalent	10
		3.6	Source of Benefit Payments	10



 


	Article IV. SUPPLEMENTAL PLAN PRERETIREMENT DEATH BENEFIT	11







		4.1	Amount	11
		4.2	Form and
                                            Commencement of Benefit	11



 


	Article V. ADMINISTRATION OF THE PLAN	11







		5.1	Administration
                                            by the Company	11
		5.2	General Powers of Administration	11
		5.3	409A Compliance	12



 


	Article VI. AMENDMENT OR TERMINATION	12







		6.1	Amendment
                                            or Termination	12
		6.2	Effect of Amendment or Termination	12



 


	Article VII. GENERAL PROVISIONS	12







		7.1	Funding	12
		7.2	General Conditions	12
		7.3	No Guaranty of Benefits	13
		7.4	No Enlargement of Employee Rights	13
		7.5	Spendthrift Provision	13
		7.6	Applicable Law	13
		7.7	Small Benefits	13
		7.8	Incapacity of Recipient	13
		7.9	Corporate Successor	13
		7.10	Unclaimed Benefit	14
		7.11	Limitations on Liability	14
		7.12	Duties of Participants, Beneficiaries,
                                            and Surviving Spouses	14
		7.13	Taxes and Withholding	14
		7.14	Treatment for other Compensation Purposes	14



 


	Article VIII. CHANGE-OF-CONTROL	15







		8.1	Definition
                                            of Change-of-Control	15
		8.1.A	Definition of 409A Change-of-Control	17
		8.2	Benefit Rights Upon Change-of-Control	18
		8.3	RESERVED	19



 






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	Article IX. SPECIAL PROVISIONS	19







		9.1	Former
                                            Participants in the General Signal Corporation Supplemental Retirement Plan	19
		9.2	Certain Former General Signal Participants
                                            Eligible for Transition Benefits	19
		9.3	No Special Pension Enhancements	20



 






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SPX SUPPLEMENTAL INDIVIDUAL ACCOUNT RETIREMENT PLAN


 


The SPX Supplemental Individual
Account Retirement Plan, formerly known as the Excess and Top Hat Benefit Plan No. 3 (the “Plan”) was originally adopted
effective January 1, 1984, amended from time to time thereafter and is now amended and restated, effective as of August 15,
2022 (the “Restatement Date”). The Plan was previously known as the SPX Corporation Supplemental Individual Account Retirement
Plan and is hereby renamed as of the Restatement Date.


 


The Plan was originally established
and maintained by SPX Corporation, and effective as of the Restatement Date, the liability, maintenance and sponsorship of the Plan was
transferred to SPX Enterprises, LLC. The Plan is currently maintained by SPX Enterprises, LLC for the purpose of providing benefits in
excess of the limitations on benefits imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code for certain of its employees
who participate in the Qualified Plan (defined below).


 


The provisions of this Plan
are only applicable to Participants in the employ of the Company (defined below) on or after the effective date of such provisions. Participants
who terminated prior to that date (or the Surviving Spouses or Beneficiaries of such Participants) shall be eligible for benefits, if
any, under the terms of the Plan then in effect, or as subsequently amended such that the amended terms apply to such persons.


 


Article I.

DEFINITIONS


 


Whenever used herein the
following terms shall have the meanings hereinafter set forth. Words in the masculine gender shall include the feminine and the singular
shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference
only, and are not to be construed so as to alter the terms hereof.


 


1.1            “Account
Balance” means the value of a Participant’s benefit payable under this Plan on or after July 1, 1997, expressed
as a lump sum. A Participant’s Account Balance at any time shall be the sum of the following:


 


(i)            Initial
Account Balance (if any);


 


(ii)           Principal
Accruals; and


 


(iii)          Interest
Accruals.


 


1.2            “Accrued
Benefit” has the following meaning with respect to the methods of determining a benefit under this Plan as may apply to
a specific Participant:


 


		(1)	Account Balance. An Accrued Benefit
                                            based on a Participant’s Account Balance means the Participant’s Account Balance
                                            at any time, and the immediate single life annuity which is the Actuarial Equivalent of the
                                            Participant’s Account Balance at such time. For any Participant who terminates employment
                                            before he attains his Normal Retirement Age, and who elects to leave his Account Balance
                                            in the Plan, Accrued Benefit means that Participant’s Account Balance at the time of
                                            termination of employment plus Interest Accruals to the date of distribution, and the immediate
                                            single life annuity which is the Actuarial Equivalent of the Participant’s Account
                                            Balance at such time.



 






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		(2)	Grandfathered Benefit. An Accrued
                                            Benefit based on a Participant’s Grandfathered Benefit, described in Section ‎1.13.



 


		(3)	A Participant’s Accrued Benefit
                                            shall be payable only in those optional forms of benefit which pertain (as provided under
                                            the Qualified Plan) to the Account Balance or Grandfathered Benefit (whichever is applicable).



 


1.3            “Act”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any regulations relating
thereto.


 


1.4            “Actuarial
Equivalent” means a benefit having the same value as the benefit it replaces, as defined in this subsection. Actuarial
equivalency shall be determined on the basis of the following assumptions:


 


		(1)	For purposes of (i) converting an
                                            Account Balance to a single life annuity, or (ii) converting a single life annuity to
                                            a lump sum, or (iii) converting a lump sum (other than an Account Balance) to a single
                                            life annuity, the applicable actuarial assumptions set forth under Section 2.1(c)(1) of
                                            the Qualified Plan shall be utilized.



 


		(2)	For purposes of converting a single life
                                            annuity (i) into a joint and 50% survivor annuity, or (ii) into any optional form
                                            of benefit (excluding lump sums), the actuarial factors set forth in Appendix A of the Qualified
                                            Plan (as amended, if applicable) shall be applied.



 


		(3)	For all other purposes under the Plan,
                                            mortality shall be based upon the mortality assumptions set forth in the mortality table
                                            commonly described as “UP-1984,” as published, and the assumed interest rate
                                            shall be 5% per year.



 


1.5            “Affiliated
Company” or “Affiliate” means any corporation, trade or business entity which is a member of
a controlled group of corporations, trades or businesses, or an affiliated service group, of which the Company is also a member, as provided
in Code Sections 414(b), (c), (m) or (o).


 






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1.6            “Beneficiary”
means a Participant’s beneficiary under the Qualified Plan with respect to a Participant’s Non-409A Supplemental Retirement
Benefit (or, if applicable, the Supplemental Plan Preretirement Death Benefit payable under the first paragraph of Section ‎4.2).


 


With
respect to a Participant’s 409A Supplemental Retirement Benefit (or, if applicable, the Supplemental Plan Preretirement Death Benefit
payable under the second paragraph of Section ‎4.2), “Beneficiary” means any
person or persons designated by a Participant to receive such benefits payable in the event of the Participant’s death before benefits
under the Plan begin, or to receive the survivor benefits under any joint and survivor benefit option or period certain benefit option
after benefits under the Plan begin. A married Participant may elect at any time to designate a non-spouse Beneficiary or to revoke any
such election at any time. An election by a Participant to designate a non-spouse Beneficiary shall not take effect unless the Participant’s
spouse consents in writing to such election, such consent acknowledges the effect of such an election and the consent is witnessed by
a representative of the Plan or a notary public, unless the Participant establishes to the satisfaction of the Committee that such consent
may not be obtained because there is no spouse, the spouse cannot be located or due to other circumstances. The consent by a spouse shall
be irrevocable and shall be effective only with respect to that spouse. Any separate designation of a Beneficiary under this Plan shall
not be effective for any purpose unless and until it has been filed by the Participant with the Committee on a form approved by the Committee.
A Participant may, from time to time, on a form approved by and filed with the Committee, change the Beneficiary, provided that once
benefit payments have commenced to be paid to a Participant, his designation of a Beneficiary may only be changed for the period certain
option. If payments under a period certain benefit option have commenced to a Participant’s designated Beneficiary and the Beneficiary
dies before all payments under such form of payment have been made, any remaining payments shall be made to the Beneficiary’s estate.


 


1.7            “Board”
means the Board of Directors of SPX Technologies, Inc.


 


1.8            “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any regulations relating thereto.


 


1.9            “Committee”
means the Compensation Committee of the Board.


 


1.10          “Company”
means SPX Enterprises, LLC, a Delaware limited liability company, or, to the extent provided in Section ‎7.9
below, any successor corporation or other entity resulting from a reorganization, merger or consolidation into or with the Company, or
a transfer or sale of substantially all of the assets of the Company. For the avoidance of doubt, prior to the Restatement Date, “Company”
referred to SPX Corporation.


 


1.11          “Excess
Participant” means a Qualified Plan participant whose benefit is limited by reason of the application of Code Section 415,
as in effect on the date that Qualified Plan Retirement Benefits commence.


 


1.12          “Former
Accrued Benefit” means (1) a Participant’s accrued Normal Retirement Benefit as of June 30, 1997 under
the Qualified Plan payable in the form of a single life annuity at the Participant’s Normal Retirement Age (or, if later, payable
on June 30, 1997), based on the terms of this Plan as in effect on June 30, 1997, or (2) the accrued Normal Retirement
Benefit as of the date that benefits under a Prior Plan were converted to Account Balances under this Plan.


 






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1.13          “Grandfathered
Benefit” means the alternative benefit formula under the Qualified Plan applicable to Participants who had a combination
of age and service of at least 50 with at least 10 years of service under the Qualified Plan on June 30, 1997, which may be elected
instead of such a Participants’ Account Balance under the Qualified Plan. Notwithstanding the preceding sentence, a Participant’s
Grandfathered Benefit for purposes of determinations under Sections 3.1(a)(i) and 3.1(c)(i) shall not include any “Special
Pension Enhancement” applicable to such benefit determination under the Qualified Plan provided in conjunction with the August 31,
2015 freezing of the Qualified Plan for non-union participants thereunder.


 


1.14          “GSX
Transition Benefit” means the special transition benefit payable with respect to the Qualified Plan account balance of
certain Participants who were formerly covered by the General Signal Corporation Benefits Plan as referenced in Section ‎9.2.
Notwithstanding the preceding sentence, a Participant’s GSX Transition Benefit solely for purposes of determinations under Sections
3.1(a)(i) and 3.1(c)(i) shall not include any “Special Pension Enhancement” applicable to such benefit determination
under the Qualified Plan provided in conjunction with the August 31, 2015 freezing of the Qualified Plan for non-union participants
thereunder.


 


1.15          “Initial
Account Balance” means the Actuarial Equivalent of a Participant’s Former Accrued Benefit, expressed as a lump sum
on July 1, 1997 with respect to employees who were participants in the Qualified Plan on that date or the date on which a Participant’s
benefit under any other Prior Plan which is now part of the Qualified Plan was converted to an Actuarial Equivalent Account Balance.
A Participant’s Initial Account Balance (determined as if the Plan terminated on July 1, 1997, or on the applicable Prior
Plan conversion date) shall be no less than the Actuarial Equivalent of the Participant’s Accrued Benefit under this Plan or a
Prior Plan determined as if this Plan or a Prior Plan had terminated on the conversion date.


 


1.16          “Interest
Accruals” means the additions to a Participant’s Account Balance determined with the Interest Accrual Rate below
and in accordance with the methodology utilized under the Qualified Plan for the Interest Credits thereunder.


 


1.17          “Interest
Accrual Rate” means the rate of interest (determined once each Plan Year) at which a Participant’s Account Balance
is deemed to grow. For any Plan Year, the Interest Accrual Rate shall be the interest rate paid on five-year United States Treasury Notes
(Constant Maturities) in effect as of the last business day of November of the immediately preceding Plan Year.


 


1.18          “Normal
Retirement Age” means the earlier of (a) the date a Participant has attained his Social Security Unreduced Retirement
Age (as defined under the Qualified Plan), or (b) the date when he has both attained his 65th birthday and completed five years
of Continuous Service under the Qualified Plan.


 


1.19          “Normal
Retirement Date” means the first day of the month coinciding with or next following the date on which a Participant terminates
employment with the Company because of his normal retirement under the Qualified Plan on or after attainment of his Normal Retirement
Age.


 






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1.20          “Participant”
means an employee of the Company or of an Affiliated Company who is a participant under the Qualified Plan (or any successor or replacement
to the Qualified Plan) and to whom or with respect to whom a benefit is payable under this Plan. When used in the Plan, Participants
are either “Excess Participants” or “Top Hat Participants.” The term “Participant” shall refer only
to Top Hat Participants unless otherwise specified. Notwithstanding the foregoing, the term Participant shall not include any participant
in the Qualified Plan, whose participation in the Qualified Plan is a result of a plan merger or transfer of assets and liabilities effected
on or after January 1, 2001.


 


1.21          “Plan”
means the SPX Supplemental Individual Account Retirement Plan.


 


1.22          “Principal
Accruals” mean the additions made to a Participant’s Account Balance equivalent to those which would have been made
under the Qualified Plan, absent the limits on compensation imposed by Code Section 401(a)(17), or any successor section of the
Code, and provided that any deferrals of compensation made pursuant to the SPX Supplemental Retirement Savings Plan shall be includable
in the determination of such compensation. Any qualified plan supplemental accruals shall reduce the amount of Principal Accruals under
this Plan. Notwithstanding the preceding sentences, a Participant’s Principal Accruals for purposes of determinations under Sections
3.1(a)(i) and 3.1(c)(i) shall not include any “Special Pension Enhancement” applicable to such benefit determination
under the Qualified Plan provided in conjunction with the August 31, 2015 freezing of the Qualified Plan for non-union participants
thereunder.


 


1.23          “Qualified
Plan” means the SPX US Pension Plan (formerly known as SPX Corporation Individual Account Retirement Plan and prior to
that, Pension Plan No. 3) and each predecessor, successor or replacement to the said Qualified Plan, and any plan which has been
merged into the Qualified Plan (a “Prior Plan”) where Prior Plan Accrued Benefits have been converted to an
Initial Account Balance.


 


1.24          “Qualified
Plan Retirement Benefit” means the aggregate benefit payable to a Participant pursuant to the Qualified Plan (including
any portion to be paid to an alternate payee pursuant to a qualified domestic relations order) by reason of his termination of employment
with the Company and all Affiliates for any reason other than death. Where the Qualified Plan provides for an offset to a Participant’s
benefit under the Qualified Plan to reflect payment to a Participant of additional defined benefit pension payments (within the meaning
of Code Section 414(j)) under other defined benefit pension plans of the Company or an Affiliated Company, the Participant’s
Qualified Plan Retirement Benefit shall be the total value of all such defined benefit pensions. Notwithstanding the preceding sentences,
a Participant’s Qualified Plan Retirement Benefit for purposes of determinations under Sections 3.1(a)(i) and 3.1(c)(i) shall
not include any “Special Pension Enhancement” applicable to such benefit determination under the Qualified Plan provided
in conjunction with the August 31, 2015 freezing of the Qualified Plan for non-union participants thereunder.


 






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1.25          “Qualified
Plan Preretirement Death Benefit” means the aggregate benefit payment to the Surviving Spouse or Beneficiary of a Participant
with respect to the Participant’s Qualified Plan Retirement Benefit in the event of the death of the Participant at any time prior
to commencement of payment of his Qualified Plan Retirement Benefit.


 


1.26          “Supplemental
Plan Preretirement Death Benefit” means the benefit payable to a Surviving Spouse or Beneficiary pursuant to the Plan by
reason of the death of the Participant at any time prior to commencement of payment of his Qualified Plan Retirement Benefit.


 


1.26A            “Supplemental
Retirement Benefit” means either a Supplemental Excess Retirement Benefit or a Supplemental Top Hat Retirement Benefit,
as determined under the following Articles.


 


1.26B            “Non-409A
Supplemental Retirement Benefit” refers to the Supplemental Retirement Benefit that is determined under Code Section 409A
to be (i) attributable to amounts deferred in taxable years beginning before January 1, 2005, and (ii) not subject to
Code Section 409A.


 


1.26C            “409A
Supplemental Retirement Benefit” refers to the Supplemental Retirement Benefit that is determined under Code Section 409A
to be (i) attributable to amounts deferred in taxable years beginning on or after January 1, 2005, or (ii) attributable
to amounts deferred in taxable years beginning before January 1, 2005 that are subject to Code Section 409A.


 


1.27          “Surviving
Spouse” means a person who is legally married to a Participant at the date of his death.


 


1.28          “Top
Hat Participant” means a Participant who both (i) participates in the Qualified Plan and (ii) whose benefits
under the Qualified Plan are limited by the compensation limits of Code Section 401(a)(17).


 


Article II.

ELIGIBILITY


 


A Participant who is eligible
to receive a Qualified Plan Retirement Benefit, the amount of which is reduced:


 


		(1)	in the case of an Excess Participant,
                                            by reason of the application of the limitations on benefits imposed by Code Section 415,
                                            or



 


		(2)	in the case of a Top Hat Participant,
                                            by reason of the application of the limitations on benefits imposed by Code Section 401
                                            (a)(17),



 


shall be eligible to receive a Supplemental Retirement
Benefit. A person shall be considered a Participant in the Plan in the first year such person accrues a benefit under this Plan. The
Supplemental Retirement Benefit shall either be a Supplemental Excess Retirement Benefit or a Supplemental Top Hat Retirement Benefit,
whichever is greater. If a Participant dies prior to commencement of payment of his Qualified Plan Retirement Benefit, his Surviving
Spouse or Beneficiary may be eligible to receive a Supplemental Plan Preretirement Death Benefit as provided in ‎Article IV.


 






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Individuals not initially treated and classified
by their employer as common-law employees on the payroll records of their employer, including, but not limited to, leased employees,
independent contractors or any other contract employees, shall be excluded from participation irrespective of whether a court, administrative
agency or other entity determines that such individuals are common law employees.


 


Article III.

SUPPLEMENTAL RETIREMENT BENEFITS


 


3.1           Amount.


 


(a)           The
Supplemental Excess Retirement Benefit payable to an eligible Excess Participant shall be an amount equal to the difference between (i) and
(ii) below:


 


(i)            the
amount of the Qualified Plan Retirement Benefit to which the Participant would have been entitled if such benefit were computed without
giving effect to the limitations on benefits imposed by application of Code Section 415,


 


(ii)           the
amount of the Qualified Plan Retirement Benefit actually payable to the Participant.


 


The amounts described above shall be computed
in the form of an Account Balance commencing on the date payment is made or begins. Notwithstanding the foregoing, a Participant’s
Qualified Plan Retirement Benefit for purposes of determinations under clause (i) above shall not include any “Special Pension
Enhancement” applicable to such benefit determination under the Qualified Plan provided in conjunction with the August 31,
2015 freezing of the Qualified Plan for non-union participants thereunder.


 


(b)           The
Supplemental Top Hat Retirement Benefit shall be a Top Hat Participant’s Account Balance under this Plan.


 


(c)           Notwithstanding
the provisions of ‎3.1(b) above, a Participant eligible for a Grandfathered Benefit under the Qualified Plan who elects
to receive such benefit shall receive a Supplemental Top Hat Retirement Benefit in an amount equal to the difference between (i) and
(ii) below:


 


(i)            the
amount of the Qualified Plan Retirement Benefit (using the Grandfathered Benefit formula) to which the Participant would have been entitled
if such benefit were computed without giving effect to the limitations of Code Sections 401(a)(17) and 415,


 


(ii)           the
amount of the Qualified Plan Retirement Benefit actually payable to the Participant.


 






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The amounts described in (c)(i) and (ii) above
shall be computed in the form of a straight life annuity payable over the lifetime of the Participant only commencing on his actual Normal
Retirement Date or Early Retirement Date under the Qualified Plan. Notwithstanding the foregoing, a Participant’s Qualified Plan
Retirement Benefit for purposes of determinations under clause (i) above shall not include any “Special Pension Enhancement”
applicable to such benefit determination under the Qualified Plan provided in conjunction with the August 31, 2015 freezing of the
Qualified Plan for non-union participants thereunder.


 


3.2            Form of
Non-409A Supplemental Retirement Benefit. The Non-409A Supplemental Retirement Benefit (regardless if stemming from a Supplemental
Excess Retirement Benefit or Supplemental Top Hat Retirement Benefit) payable to a Participant shall be paid in the same form under which
the Qualified Plan Retirement Benefit is payable to the Participant. The Participant’s election under the Qualified Plan of any
optional form of payment of his Qualified Plan Retirement Benefit (with the valid consent of his Surviving Spouse where required under
the Qualified Plan) shall also be applicable to the payment of his Non-409A Supplemental Retirement Benefit, regardless if stemming from
a Supplemental Excess Retirement Benefit or a Supplemental Top Hat Retirement Benefit.


 


3.3            Commencement
of Non-409A Supplemental Retirement Benefit. Payment of the Non-409A Supplemental Retirement Benefit to a Participant shall commence
on the same date that payment of the Qualified Plan Retirement Benefit to the Participant commences. Any election under the Qualified
Plan made by the Participant with respect to the commencement of payment of his Qualified Plan Retirement Benefit shall also be applicable
with respect to the commencement of payment of his Non-409A Supplemental Retirement Benefit.


 


3.4            Approval
of Company. Notwithstanding the provisions of ‎3.2 and ‎3.3
above, an election made by the Participant under the Qualified Plan with respect to the form of payment or date for commencement of payment
of his Qualified Plan Retirement Benefit (with the valid consent of his Surviving Spouse where required under the Qualified Plan) shall
not be effective with respect to the form of payment or date for commencement of payment of his Non-409A Supplemental Retirement Benefit
hereunder unless such election is filed in writing with the Committee with respect to his Non-409A Supplemental Retirement Benefit. If
the Committee does not object to such election within 15 days, then the form of payment or date for commencement of payment of the Participant’s
Non-409A Supplemental Retirement Benefit shall be deemed to have been accepted by the Committee. The requirements of this Section ‎3.4
shall not apply in the event of a Change-of-Control, as defined in Article VIII.


 


3.4.A            Form and
Timing of 409A Supplemental Retirement Benefits.


 


(a)            Initial
Eligibility and Payment Elections. For any person who shall newly become a Participant pursuant to ‎Article II, such
person may elect to have his 409A Supplemental Retirement Benefit payable in any optional form in which the Qualified Plan Retirement
Benefit is payable to the Participant (including a lump sum payment). Such person must make a separate optional form election for the
409A Supplemental Retirement Benefit under this Plan, which need not be the same as the Participant’s election under the Qualified
Plan. Such person must also elect when the 409A Supplemental Retirement Benefit will commence, which commencement date may be no sooner
than the date when the Participant has terminated employment. Such payment election must be made no later than thirty (30) days (or such
earlier time as the Committee may designate) after the January 1st of the year following the year a person becomes a Participant
in the Plan, and shall be irrevocable for the duration of a Participant’s participation in the Plan except as set forth in the
remainder of this Section 3.4A.


 






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(b)            Transition
Period. For the transition period beginning January 1, 2008 and ending December 31, 2008, any Participant may elect to
have his 409A Supplemental Retirement Benefit payable in any optional form in which the Qualified Plan Retirement Benefit is payable
to the Participant (including a lump sum payment), and may elect when the 409A Supplemental Retirement Benefit will commence, which commencement
date may be no sooner than the date when the Participant has terminated employment. Such payment election shall be made in accordance
with Code Section 409A (and applicable Internal Revenue Service transition relief) and subject to the following provisions. As of
December 31, 2008, any then effective transition payment election shall be irrevocable for the duration of a Participant’s
participation in the Plan except as set forth in paragraph (d) below. No payment election made in 2008 under this transition relief
will apply to 409A Supplemental Retirement Benefits that would otherwise be payable in 2008, nor may such election cause 409A Supplemental
Retirement Benefits to be paid in 2008 that would not otherwise be payable in 2008. No payment election under this transition relief
may be made retroactively, or when 409A Supplemental Retirement Benefit payments are imminent.


 


(c)            Timely
Election Failure. Failure to make a timely payment election as provided above will result in such person deeming to elect the following
with respect to the 409A Supplemental Retirement Benefit: (i) benefit commencement date that is six months after termination of
employment and (ii) benefit payment form that is a lump sum payment. Such deemed election shall be irrevocable for the duration
of a Participant’s participation in the Plan except as set forth in paragraph (d) below.


 


(d)            Subsequent
Change in Election. A Participant may change the payment election with respect to the 409A Supplemental Retirement Benefit so long
as: (i) the new payment election is made at least twelve (12) months before the original payment commencement date, (ii) the
new payment election does not take effect until at least twelve (12) months after the date on which such election is made, and (iii) the
original payment commencement date is deferred for a period of not less than five (5) years. Notwithstanding the foregoing, to the
extent that a Participant’s payment form election with respect to the 409A Supplemental Retirement Benefit is a “life
annuity” (as defined under Code Section 409A), the Participant may change such election to another optional form in
which the Qualified Plan Retirement Benefit is payable to the Participant provided that:


 


		(1)	such optional form is also a “life
                                            annuity” (as defined under Code Section 409A) which is actuarially equivalent
                                            (as determined under Code Section 409A);



 


		(2)	such election to change is timely made
                                            before the first scheduled annuity payment date of the original election; and



 






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		(3)	such first scheduled annuity payment date
                                            does not change as a result of the new election.



 


(e)            Form.
The elections with respect to the 409A Supplemental Retirement Benefit (including the change in payment election provisions under paragraph
(d) above) provided shall be made on a form approved by the Committee and filed with the Committee in the time and manner prescribed
by the Committee.


 


(f)            Six
Month Delay Rule. If, at the time the Participant becomes entitled to 409A Supplemental Retirement Benefit payments under the Plan,
the Participant is a Specified Employee (as defined and determined under Code Section 409A), then, notwithstanding any other provision
in the Plan to the contrary, the following provision shall apply. No 409A Supplemental Retirement Benefit payments considered deferred
compensation under Code Section 409A, which is determined to be payable upon a Participant’s termination as determined under
Code Section 409A and not subject to an exception or exemption thereunder, shall be paid to the Participant until the date that
is six (6) months after the Participant’s termination. Any such 409A Supplemental Retirement Benefit payments that would otherwise
have been paid to the Participant during this six-month period shall instead be aggregated and paid to the Participant on the date that
is six (6) months after the Participant’s termination. Any 409A Supplemental Retirement Benefit payments to which the Participant
is entitled to be paid after the date that is six (6) months after the Participant’s termination shall be paid to the Participant
in accordance with the applicable terms of this Plan.


 


(g)            Payments.
Notwithstanding anything in the foregoing, a 409A Supplemental Retirement Benefit payment shall be paid (or commence to be paid) on or
as soon as practicable after the date determined pursuant to the above but not later than 30 days after such date.


 


3.5           Actuarial
Equivalent. A Supplemental Retirement Benefit (whether a Supplemental Excess Retirement Benefit or Supplemental Top Hat Retirement
Benefit, or whether a Non-409A Supplemental Retirement Benefit or 409A Supplemental Retirement Benefit) which is payable in any form
other than the lump sum payment of an Account Balance (or a straight life annuity over the lifetime of a Participant who has chosen to
receive the Grandfathered Benefit in lieu of the Participant’s Account Balance under the Qualified Plan), or which commences at
any time prior to the Participant’s Normal Retirement Date, shall be the Actuarial Equivalent of the Supplemental Retirement Benefit
set forth in Section ‎3.1.


 


3.6           Source
of Benefit Payments. Any Supplemental Retirement Benefit or Supplemental Plan Preretirement Death Benefit payable to a Participant,
a Surviving Spouse, or a Beneficiary shall be paid from the general assets of the Company.


 






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Article IV.

SUPPLEMENTAL PLAN PRERETIREMENT DEATH BENEFIT


 


4.1           Amount.


 


(a)            If
a Participant dies prior to commencement of payment of his Qualified Plan Retirement Benefit under circumstances in which a Qualified
Plan Preretirement Death Benefit is payable to his Surviving Spouse or a non-spouse Beneficiary, then a Supplemental Plan Preretirement
Death Benefit is payable as hereinafter provided. The Supplemental Plan Preretirement Death Benefit payable to a Surviving Spouse or
Beneficiary shall be an amount equal to the difference between (a) and (b) below:


 


(i)            The
amount of the Qualified Plan Preretirement Death Benefit to which a Surviving Spouse or Beneficiary would have been entitled if such
benefit were computed without giving effect to the limitations on benefits imposed by application of Code Section 415 (and in the
case of the Surviving Spouse or Beneficiary of a Top Hat Participant, Code Section 401(a) (17));


 


(ii)            the
Qualified Plan Preretirement Death Benefit actually payable to a Surviving Spouse or Beneficiary.


 


4.2            Form and
Commencement of Benefit. With respect to a Supplemental Plan Preretirement Death Benefit payable to a Surviving Spouse or a Beneficiary
that is determined under Code Section 409A to be (i) attributable to amounts deferred in taxable years beginning before January 1,
2005, and (ii) not subject to Code Section 409A, the form and commencement date shall be the same as the form and commencement
date of the Qualified Plan Preretirement Death Benefit.


 


With respect to a Supplemental
Plan Preretirement Death Benefit payable to a Surviving Spouse or a Beneficiary that is determined under Code Section 409A to be
(i) attributable to amounts deferred in taxable years beginning on or after January 1, 2005, or (ii) attributable to amounts
deferred in taxable years beginning before January 1, 2005 that are subject to Code Section 409A, such amount shall be payable
as a lump sum payment on or as soon as administratively practicable on the first day of the month following the Participant’s death,
but not later than 60 days after such date. Notwithstanding the foregoing, to the extent that a Participant commenced (or received) his
409A Supplemental Retirement Benefit under the Plan, no amount shall be payable to a Surviving Spouse or a Beneficiary pursuant to the
terms of this paragraph.


 


Article V.

ADMINISTRATION OF THE PLAN


 


5.1            Administration
by the Company. The Company, acting under the supervision of the Committee, shall be responsible for the general operation and
administration of the Plan and for carrying out the provisions thereof.


 


5.2            General
Powers of Administration. All provisions set forth in the Qualified Plan with respect to the administrative powers and duties
of the Company, expenses of administration, and procedures for filing claims shall also be applicable with respect to the Plan. The Company
shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant,
controller, counsel or other person employed or engaged by the Company with respect to the Plan.


 






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5.3            409A
Compliance. To the extent any provision of the Plan or action by the Committee or Company would subject any Participant to liability
for interest or additional taxes under Code Section 409A, or make Non-409A Supplemental Retirement Benefits subject to Code Section 409A,
it will be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. It is intended that the Plan will
comply with Code Section 409A, and that the Non-409A Supplemental Retirement Benefits be exempt from Code Section 409A coverage,
and the Plan shall be interpreted and construed on a basis consistent with such intent. The Plan may be amended in any respect deemed
necessary (including retroactively) by the Committee in order to preserve compliance with Code Section 409A and to maintain Code
Section 409A exemption for the Non-409A Supplemental Retirement Benefits. For purposes of this Plan with respect to 409A Supplemental
Retirement Benefits, a “termination of employment”, “termination”, “retirement” or “separation
from service” (or other similar term having a similar import) under this Plan shall have the same meaning as a “separation
from service” as defined in Code Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect
for Plan benefits.


  


Article VI.

AMENDMENT OR TERMINATION


 


6.1            Amendment
or Termination. The Company intends the Plan to be permanent but reserves the right, subject to Article VIII, to amend or
terminate the Plan when, in the sole opinion of the Company, such amendment or termination is advisable. Any such amendment or termination
shall be made pursuant to a resolution of the Committee and shall be effective as of the date of such resolution or as specified therein.


 


6.2            Effect
of Amendment or Termination. No amendment or termination of the Plan shall deprive, directly or indirectly, any current or former
Participant, Surviving Spouse, or non-spouse Beneficiary of all or any portion of any Supplemental Retirement Benefit or Supplemental
Plan Preretirement Death Benefit, the payment of which has commenced prior to the effective date of such amendment or termination or
which would be payable if the Participant’s employment terminated for any reason, including death, on such effective date.


 


Article VII.

GENERAL PROVISIONS


 


7.1            Funding.
The Plan at all times shall be entirely unfunded and the Company shall not be required at any time to segregate any assets of the Company
for payment of any benefits hereunder. No Participant, Surviving Spouse, Beneficiary, or any other person shall have any interest in
any particular assets of the Company by reason of the right to receive a benefit under the Plan and any such Participant, Surviving Spouse,
Beneficiary, or other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under
the Plan.


 


7.2            General
Conditions. Any Qualified Plan Retirement Benefit or Qualified Plan Preretirement Death Benefit, or any other benefit payable
under the Qualified Plan, shall be paid solely in accordance with the terms and conditions of the Qualified Plan, and nothing in this
Plan shall operate or be construed in any way to modify, amend or affect the terms and provisions of the Qualified Plan.


 






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7.3            No
Guaranty of Benefits. Nothing contained in the Plan (or any Plan communication) shall constitute a guaranty by the Company or
any other entity or person that the assets of the Company will be sufficient to pay any benefit hereunder.


 


7.4            No
Enlargement of Employee Rights. No Participant, Surviving Spouse, or Beneficiary shall have any right to a benefit under the
Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the right
to be retained in the service of the Company, nor to create or confer on any Participant the right to receive future benefit accruals
hereunder with respect to any future period of service with the Company. Nothing in the Plan shall interfere in any way with the right
of the Company to terminate a Participant’s service at any time with or without cause or notice, whether or not such termination
results in any adverse effect on the Participant’s interests under the Plan.


 


7.5            Spendthrift
Provision. No interest of any person or entity in, or right to receive a benefit under, the Plan shall be subject in any manner
to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest
or right to receive a benefit be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations
or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.


 


7.6            Applicable
Law. The Plan (including, without limitation, any rules, regulations, determinations or decisions made by the Compensation Committee
or Company relating to the Plan) shall be construed and administered exclusively in accordance with applicable federal laws and the laws
of the State of Delaware, without regard to its conflict of laws principles.


 


7.7            Small
Benefits. If the actuarial value of any Supplemental Retirement Benefit or Supplemental Plan Preretirement Death Benefit is less
than $25,000 at a Participant’s termination of employment or death, the Company will pay the actuarial value of such benefit to
the Participant, Surviving Spouse, or Beneficiary in a single lump sum in lieu of any further benefit payments hereunder. Subject to
any six-month delay in payment (or portion of payment) required by Code Section 409A, such payment (or applicable portion) shall
be made on or as soon as administratively practicable after the Participant’s termination of employment or death (or the date required
by Code Section 409A’s six-month delay rule), but not later than 60 days after such date.


 


7.8            Incapacity
of Recipient. If any person entitled to a benefit payment under the Plan is deemed by the Company to be incapable of personally
receiving and giving a valid receipt for such payment, then, unless and until claim therefor shall have been made by a duly appointed
guardian or other legal representative of such person, the Company may provide for such payment or any part thereof to be made to any
other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall
be a payment for the account of such person and a complete discharge of any liability of the Company and the Plan therefor.


 


7.9            Corporate
Successor. The Plan shall not be automatically terminated by a transfer or sale of assets of the Company or by the reorganization,
merger or consolidation of the Company into or with any other corporation or other entity, but the Plan shall be continued after such
transfer, sale, reorganization, merger or consolidation only if and to the extent that the transferee, purchaser or successor entity
agrees to continue the Plan, except as set forth in Article VIII. In the event that the Plan is not continued by the transferee,
purchaser or successor entity, then the Plan shall terminate subject to the provisions of Section ‎6.2.


 






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7.10          Unclaimed
Benefit. Each Participant shall keep the Company informed of his current address and the current address of his spouse and/or
Beneficiary. The Company shall not be obligated to search for the whereabouts of any person. If the location of a Participant is not
made known to the Company within three (3) years after the date on which payment of the Participant’s Supplemental Retirement
Benefit may first be made, payment may be made as though the Participant had died at the end of the three-year period. If, within one
additional year after such three-year period has elapsed, or, within three years after the actual death of a Participant, the Company
is unable to locate any Surviving Spouse or Beneficiary for the Participant, then the Company shall have no further obligation to pay
any benefit hereunder to such Participant, Surviving Spouse, Beneficiary or any other person and such benefit shall be irrevocably forfeited.


 


7.11          Limitations
on Liability. Notwithstanding any of the preceding provisions of the Plan, neither the Company nor any individual acting as an
employee or agent of the Company shall be liable to any Participant, former Participant, Surviving Spouse, Beneficiary, or any other
person for any claim, loss, liability or expense incurred in connection with the Plan.


 


7.12          Duties
of Participants, Beneficiaries, and Surviving Spouses. A Participant, Surviving Spouse or Beneficiary shall, as a condition of
receiving benefits under this Plan, be obligated to provide the Committee with such information as the Committee shall require in order
to calculate benefits under this Plan or otherwise administer the Plan.


 


7.13          Taxes
and Withholding. As a condition to any payment or distribution pursuant to the Plan, the Company may require a Participant (or
as applicable, the Surviving Spouse or Beneficiary) to pay such sum to the Company as may be necessary to discharge its obligations with
respect to any taxes, assessments or other governmental charges imposed on property or income received by the Participant (or as applicable,
the Surviving Spouse or Beneficiary) thereunder. The Company may deduct or withhold such sum from any payment or distribution to the
Participant (or as applicable, the Surviving Spouse or Beneficiary).


 


7.14          Treatment
for other Compensation Purposes. Payments received by a Participant (or as applicable, the Surviving Spouse or Beneficiary) under
the Plan shall not be deemed part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity
or severance pay laws and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit
plan, contract or similar arrangement provided by the Company, unless expressly so provided by such other plan, contract or arrangement.


 






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Article VIII.

CHANGE-OF-CONTROL


 


8.1           Definition
of Change-of-Control. For purposes of this Plan, a “Change-of-Control” shall be deemed to have occurred if:


 


(a)            Any
 “Person” (as defined below), excluding for this purpose the Company or any subsidiary of the Company, any employee benefit
plan of the Company or of any subsidiary of the Company, or any entity organized, appointed or established for or pursuant to the terms
of any such plan which acquires beneficial ownership of common shares of the Company, is or becomes the “Beneficial Owner”
(as defined below) of twenty-five percent (25%) or more of the common shares of the Company then outstanding; provided, however, that
no Change-of-Control shall be deemed to have occurred as the result of an acquisition of common shares of the Company by the Company
which, by reducing the number of shares outstanding, increases the proportionate beneficial ownership interest of any Person to twenty-five
percent (25%) or more of the common shares of the Company then outstanding, but any subsequent increase in the beneficial ownership interest
of such a Person in common shares of the Company shall be deemed a Change-of-Control; and provided further that if the Board determines
in good faith that a Person who has become the Beneficial Owner of common shares of the Company representing twenty-five percent (25%)
or more of the common shares of the Company then outstanding has inadvertently reached that level of ownership interest, and if such
Person divests as promptly as practicable a sufficient number of shares of the Company so that the Person no longer has a beneficial
ownership interest in twenty-five percent (25%) or more of the common shares of the Company then outstanding, then no Change-of-Control
shall be deemed to have occurred. For purposes of this paragraph (a), the following terms shall have the meanings set forth below:


 


(i)            “Person”
shall mean any individual, firm, limited liability company, corporation or other entity, and shall include any successor (by merger or
otherwise) of any such entity.


 


(ii)            “Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(iii)            A
Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially own” any securities:


 


		(A)	which such Person or any of such Person’s
                                            Affiliates or Associates beneficially owns, directly or indirectly (determined as provided
                                            in Rule 13d-3 under the Exchange Act);



 


		(B)	which such Person or any of such Person’s
                                            Affiliates or Associates has (1) the right to acquire (whether such right is exercisable
                                            immediately or only after the passage of time) pursuant to any agreement, arrangement or
                                            understanding (other than customary agreements with and between underwriters and selling
                                            group members with respect to a bonafide public offering of securities), or upon the exercise
                                            of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided,
                                            however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own,
                                            securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person
                                            or any of such Person’s Affiliates or Associates until such tendered securities are
                                            accepted for purchase or exchange; or (2) the right to vote pursuant to any agreement,
                                            arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial
                                            Owner of, or to beneficially own, any security if the agreement, arrangement or understanding
                                            to vote such security (a) arises solely from a revocable proxy or consent given to such
                                            Person in response to a public proxy or consent solicitation made pursuant to, and in accordance
                                            with, the applicable rules and regulations promulgated under the Exchange Act and (b) is
                                            not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor
                                            report); or



 






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		(C)	which are beneficially owned, directly or
                                            indirectly, by any other Person with which such Person or any of such Person’s Affiliates
                                            or Associates has any agreement, arrangement or understanding (other than customary agreements
                                            with and between underwriters and selling group members with respect to a bona fide public
                                            offering of securities) for the purpose of acquiring, holding, voting (except to the extent
                                            contemplated by the proviso to subparagraph (a)(iii)(B)(2), above) or disposing of any securities
                                            of the Company.



 


Notwithstanding anything in this definition
of Beneficial Ownership to the contrary, the phrase “then outstanding,” when used with reference to a Person’s beneficial
ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number
of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder.


 


(b)            During
any period of two (2) consecutive years, individuals who at the beginning of such two-year period constitute the Board and any new
director or directors (except for any director designated by a person who has entered into an agreement with the Company to effect a
transaction described in paragraph (a), above, or paragraph (c), below) whose election by the Board or nomination for election by the
Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute
at least a majority of the Board; or


 


(c)            The
consummation of (i) a plan of complete liquidation of the Company, (ii) an agreement for the sale or disposition of the Company
or all or substantially all of the Company’s assets, (iii) a plan of merger or consolidation of the Company with any other
corporation, or (iv) a similar transaction or series of transactions involving the Company (any transaction described in parts (i) through
(iv) of this paragraph (c) being referred to as a “Business Combination”), in each case unless after such a Business
Combination the shareholders of the Company immediately prior to the Business Combination continue to own at least seventy-five percent
(75%) of the voting securities of the new (or continued) entity immediately after such Business Combination, in substantially the same
proportion as their ownership of the Company immediately prior to such Business Combination.


 






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A “Change-of-Control” shall not include
any transaction described in paragraph (a) or (c) above where, in connection with such transaction, a participant and/or any
party acting in concert with that participant shall substantially increase their, his or its, as the case may be, ownership interest
in the Company or a successor to the Company (other than through conversion of prior ownership interests in the Company and/or through
equity awards received entirely as compensation for past or future personal services).


 


8.1.A      Definition
of 409A Change-of-Control. For purposes of this Plan, a “409A Change-of-Control” means the occurrence of any of the
following events:


 


(a)           any
person or Group acquires ownership of Company’s stock that, together with stock held by such person or Group, constitutes more
than 50% of the total fair market value or total voting power of Company’s stock, (including an increase in the percentage of stock
owned by any person or Group as a result of a transaction in which Company acquires its stock in exchange for property, provided that
the acquisition of additional stock by any person or Group deemed to own more than 50% of the total fair market value or total voting
power of Company’s stock on January 1, 2005, shall not constitute a 409A Change-of-Control); or


 


(b)            any
person or Group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person
or Group) ownership of Company stock possessing 30% or more of the total voting power of Company stock; or


 


(c)           a
majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed
by a majority of the members of the Board prior to the date of the appointment or election; or


 


(d)           any
person or Group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person
or Group) assets from Company that have a total Gross Fair Market Value equal to 40% or more of the total Gross Fair Market Value of
all Company assets immediately prior to such acquisition or acquisitions, provided that there is no 409A Change-of-Control when Company’s
assets are transferred to:


 


		(1)	a shareholder of Company (immediately
                                            before the asset transfer) in exchange for or with respect to Company stock;



 


		(2)	an entity, 50% or more of the total value
                                            or voting power of which is owned, directly or indirectly, by Company;



 






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		(3)	a person or Group that owns, directly
                                            or indirectly, 50% or more of the total value or voting power of all outstanding Company
                                            stock; or


 


		(4)	an entity, at least 50% of the total value
                                            or voting power of which is owned, directly or indirectly, by a person described in paragraph
                                            (iii).



 


For purposes of the above sub-paragraph
(d), a person’s status is determined immediately after the transfer of the assets. For example, a transfer to a corporation in
which Company has no ownership interest before the transaction, but which is a majority-owned subsidiary of Company after the transaction
is not a 409A Change-of-Control.


 


For purposes
of this Section ‎8.1 A, “Gross Fair Market Value” means the value of assets
determined without regard to any liabilities associated with such assets.


 


For purposes
of this Section ‎8.1.A, “Group” means persons acting together for the purpose
of acquiring Company stock and includes owners of a corporation that enters into a merger, consolidation, purchase or acquisition of
stock, or similar business transaction with Company. If a person owns stock in both Company and another corporation that enter into a
merger, consolidation purchase or acquisition of stock, or similar transaction, such person is considered to be part of a Group only
with respect to ownership prior to the merger or other transaction giving rise to the change and not with respect to the ownership interest
in the other corporation. Persons will not be considered to be acting as a Group solely because they purchase assets of the same corporation
at the same time, or as a result of the same public offering.


 


8.2            Benefit
Rights Upon Change-of-Control.


 


(a)            Notwithstanding
any other provision of the Plan to the contrary, in the event of a Change-of-Control, the Company or any successor shall be prohibited
from amending or terminating the Plan in any manner so as to deprive, directly or indirectly, any current or former Participant, Surviving
Spouse, or Beneficiary of all or any portion of any Supplemental Retirement Benefit or Supplemental Plan Preretirement Death Benefit,
the payment of which has commenced prior to the effective date of such amendment or termination, or which would be payable if the Participant’s
employment terminated for any reason, including death, on such effective date. Following a Change-of-Control or 409A Change-of-Control,
no action shall be taken under the Plan that will cause any of the Non-409A Supplemental Retirement Benefits to be subject to Code Section 409A
coverage or cause any of the 409A Supplemental Retirement Benefits to fail to comply in any respect with Code Section 409A, in either
case, without the written consent of the Participant, Surviving Spouse, or Beneficiary (as applicable).


 






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(b)           In
the event that the Plan is terminated following a Change-of-Control, each current or former Participant, Surviving Spouse, or Beneficiary,
shall be paid immediately a lump sum amount with respect to the Non-409A Supplemental Retirement Benefits (and with respect to the 409A
Supplemental Retirement Benefits if such Plan (together with any other deferred compensation arrangements as required by Code Section 409A)
terminates). This amount shall be the Actuarial Equivalent of any of the Non-409A Supplemental Retirement Benefits (and with respect
to the 409A Supplemental Retirement Benefits if applicable) or Supplemental Plan Preretirement Death Benefit, the payment of which has
commenced prior to the effective date of any such termination, or which would be payable if the Participant’s employment terminated
on the effective date of any Plan termination.


 


(c)           For
the purpose of determining a Participant’s, Surviving Spouse’s, or Beneficiary’s right to receive a benefit (but not
the amount of any such benefit) under this Article VIII, any Participant who has not yet become eligible for a Qualified Plan Retirement
Benefit shall be deemed to have done so upon the Change-of-Control.


 


(d)           Subject
to Section ‎5.3, the benefit rights of any Participant under this Plan shall be determined only after taking into account
the effect of any Severance Agreement between the Company and the Participant.


 


8.3            RESERVED


 


Article IX.

SPECIAL PROVISIONS


 


9.1            Former
Participants in the General Signal Corporation Supplemental Retirement Plan. Certain employees of General Signal Corporation
were participants in the General Signal Corporation Supplemental Retirement Plan (the “GSX Plan”), which terminated
on December 31, 1998. Benefits earned under the GSX Plan through December 31, 1998 shall be paid instead under this Plan. The
Actuarial Equivalent of the GSX Plan benefit on December 31, 1998 (including any early retirement subsidy for a person eligible
for early retirement under the GSX Plan on such date), shall be the Initial Account Balance under this Plan. Thereafter, the Account
Balances of such Participants shall be maintained like any other Account Balance under this Plan. Former participants in the GSX Plan
will be Participants in this Plan from and after January 1, 1999, only if, and for so long as, they meet the requirements for being
a Top Hat Participant, as set forth in the Plan.


 


9.2            Certain
Former General Signal Participants Eligible for Transition Benefits. Participants in this Plan eligible for a Transition Benefit
(as defined under the Qualified Plan) with respect to their Qualified Plan account balance shall also receive such a benefit from this
Plan, calculated as if the Account Balance of a Participant under this Plan was part of the Qualified Plan. Persons who are eligible
for a Transition Benefit in the Qualified Plan who are not Participants in this Plan shall not receive such a benefit from this Plan.


 


Benefits shall be paid only if the plan administrator
decides in its discretion that the applicant is entitled to them.


 






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9.3            No
Special Pension Enhancements. Notwithstanding Sections 9.1 and 9.2, a Participant’s Account Balance or Transition Benefit
under this Plan, as described above, shall not include any “Special Pension Enhancement” applicable to such benefit determination
under the Qualified Plan provided in conjunction with the August 31, 2015 freezing of the Qualified Plan for non-union participants
thereunder; provided, however, the foregoing shall not be construed as to limit the determination of any Qualified Plan offset under
the Plan.


 






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