Exhibit 10.2

    

     

    
      OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan

       

      Adoption Agreement

    

     

    

    
      
        


    

    
    	
            Table of Contents

          
	 	 	 
	
            1.01

          	
            Preamble

          	
            1

          
	 	 	 
	
            1.02

          	
            Plan

          	
            1

          
	 	 	 
	
            1.03

          	
            Plan Sponsor

          	
            1

          
	 	 	 
	
            1.04

          	
            Employer

          	
            2

          
	 	 	 
	
            1.05

          	
            Administrator

          	
            2

          
	 	 	 
	
            1.06

          	
            Key Employee Determination Dates

          	
            2

          
	 	 	 
	
            2.01

          	
            Participation

          	
            3

          
	 	 	 
	
            3.01

          	
            Compensation

          	
            4

          
	 	 	 
	
            3.02

          	
            Bonuses

          	
            5

          
	 	 	 
	
            4.01

          	
            Participant Contributions

          	
            6

          
	 	 	 
	
            5.01

          	
            Employer Contributions

          	
            8

          
	 	 	 
	
            6.01

          	
            Distributions

          	
            11

          
	 	 	 
	
            7.01

          	
            Vesting

          	
            17

          
	 	 	 
	
            8.01

          	
            Unforeseeable Emergency

          	
            21

          
	 	 	 
	
            9.01

          	
            Investment Decisions

          	
            22

          
	 	 	 
	
            10.01

          	
            Trust

          	
            23

          
	 	 	 
	
            11.01

          	
            Termination Upon Change In Control

          	
            24

          
	 	 	 
	
            11.02

          	
            Automatic Distribution Upon Change In Control

          	
            24

          
	 	 	 
	
            11.03

          	
            Change In Control

          	
            24

          
	 	 	 
	
            12.01

          	
            Governing State Law

          	
            25

          
	 	 	 
	
            Appendix A

          	
            27

          


    

    

    
      - i -

      
        


    

    
    1.01        Preamble

     

    By the execution of this Adoption Agreement the Plan Sponsor hereby [complete (a) or (b)]

     

    
      	 	
              (a)

            	 ☒	
              adopts a new plan as of December 31, 2021

            
	 	 	 	 
	 	
              (b)

            	 ☐	
              amends and restates its existing plan as of [month, day, year] which is the Amendment Effective Date.  Except as otherwise provided in Appendix A, all
                amounts deferred under the Plan prior to the Amendment Effective Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Effective Date.

            


    

    

    Original Effective Date:  [month, day, year]

     

    Pre-409A Grandfathering:    ☐ Yes    ☐   No

     

    1.02        Plan

     

    	 	
            Plan Name:

          	
            OneMain Holdings, Inc. Nonqualified Deferred Compensation Plan

          


    

    

    	 	
            Plan Year:

          	
            January 1 through December 31

          


    

    

    1.03        Plan Sponsor

     

    	 	
            Name:

          	
            OneMain Holdings, Inc.

          


    

    

    	 	
            Address:

          	
            601 Northwest 2nd Street, Evansville, Indiana 47708

          


    

    

    	 	
            Phone #:

          	
            (800) 804-8502

          


     

    	 	
            EIN #:

          	
            
              27-3379612

            

          


    

    

    	 	
            Fiscal Year:

          	
            January 1 through December 31

          


     

    Is stock of the Plan Sponsor, any Employer or any Related Employer publicly traded on an established securities market?        ☒
      Yes       ☐ No

     

    
      - 1 -

      
        


    

    1.04       Employer

     

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

     

    	 	
            Entity

          	
            Publicly Traded on Est. Securities Market

          
	 	 	
            Yes

          	
            No

          
	 	
            OneMain Holdings, Inc.

          	 ☒	☐
	 	
            OneMain General Services Corporation

          	 ☐	☒

          
	 	 	 ☐	☐
	 	 	 ☐	☐
	 	 	 ☐	☐
	 	 	 ☐	☐
	 	 	 ☐	☐


    

    

    1.05        Administrator

     

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

     

    
      	 	
              Name:

            	
              The OneMain Holdings, Inc. Chief Human Resources Officer; provided, however, that 

              with respect to any determinations or decisions under the Plan affecting any Section 16

               officer or the Chief Human Resources Officer of the Plan Sponsor, the Administrator shall be the

              Compensation Committee of the Board Of Directors of the Plan Sponsor.

            


    

     

    

    	 	
            Address:

          	
            601 Northwest 2nd Street, Evansville, Indiana 47708

          


     

    Note:  The Administrator is the person or persons designated by the Plan Sponsor to be responsible for the administration of the Plan.  Neither Fidelity
      Employer Services Company nor any other Fidelity affiliate can be the Administrator.

     

    1.06        Key Employee Determination Dates

     

    The Employer has designated N/A as the Identification Date for purposes of
      determining Key Employees.

     

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

     

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

     

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

     

    
      - 2 -

      
        


    

    2.01       Participation

     

    	

          	(a)     ☒	
            Employees [complete (i), (ii) or (iii)]

          


     

    	

          	(i)       ☒	
            Eligible Employees are selected by the Plan Sponsor or the Administrator.

          


     

    	

          	(ii)      ☐	
            Eligible Employees are those employees of the Employer who satisfy the following criteria:

          


     

    	 	 


    

    

    	 	 


    

    

    	 	 


    

    

    	 	 


    

    

    	 	 


    

    

    	

          	(iii)     ☐	
            Employees are not eligible to participate.

          


     

    	

          	(b)      ☐	
            Directors [complete (i), (ii) or (iii)]

          


     

    	

          	(i)       ☐	
            All Directors are eligible to participate.

          


     

    	

          	(ii)      ☐	
            Only Directors selected by the Employer are eligible to participate.

          


     

    	

          	(iii)    ☒	
            Directors are not eligible to participate.

          


     

    
      - 3 -

      
        


    

    3.01       Compensation

     

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

     

    	

          	(a)      ☒	
            Compensation is defined as including the following components:

          


     

    	 	
            Base Salary

          


    

    

    	 	
            Annual Cash Incentive earned with respect to performance periods beginning on or after January 1, 2022

          


    

    

    	 	 


    

    

    	 	 


    

    

    	 	 


    

    

    	

          	(b)      ☐	
            Compensation as defined in [insert name of qualified plan] without regard to the limitation in Section 401(a)(17) of the Code for such Plan Year.

          


     

    	

          	(c)      ☐	
            Director Compensation is defined as:

          


     

    	 	 


    

    

    	 	 


    

    

    	 	 


    

    

    	

          	(d)      ☐	
            Compensation shall, for all Plan purposes, be limited to $               .

          


     

    	

          	(e)      ☐	
            Not Applicable.

          


     

    
      - 4 -

      
        


    

    3.02       Bonuses

     

    Compensation, as defined in Section 3.01 of the Adoption Agreement, includes the following type of bonuses that will be the subject of a separate
      deferral election:

     

    	 	
            Type

          	
            Will be treated as

            Performance Based Compensation

          
	 	 	
            Yes

          	
            No

          
	 	
            Annual Cash Incentive

          	☐	☒
	 	 	☐	☐
	 	 	☐	☐
	 	 	☐	☐
	 	 	☐	☐


    

    

    
      	 	
              ☐

            	
              Not Applicable.

            


    

     

    
      - 5 -

      
        


    

    4.01       Participant Contributions

     

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

     

    	

          	(a)	
            Amount of Deferrals

          


     

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

     

    	

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

          


     

    	 	 	
            Type of Remuneration

          	
            Dollar Amount

          	
            % Amount

          	
            Increment

          
	
            Min

          	
            Max

          	
            Min

          	
            Max

          	 
	 	 	
            Base Salary

          	
            N/A

          	
            N/A

          	
            0%

          	
            80%

          	
            1%

          
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	
               %

          	
               %

          	
               %

          


    

    

    Note:  The increment is required to determine the permissible deferral amounts.  For example, a minimum of 0% and maximum of 20% with a 5% increment
      would allow an individual to defer 0%, 5%, 10%, 15% or 20%.

     

    	

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

          


     

    	 	 	
            Type of Bonus

          	
            Dollar Amount

          	
            % Amount

          	
            Increment

          
	
            Min

          	
            Max

          	
            Min

          	
            Max

          	 
	 	 	
            Annual Cash Incentive

          	
            N/A

          	
            N/A

          	
            0%

          	
            100%

          	
            1%

          
	 	 	 	 	 	
               %

          	
               %

          	
            1%

          
	 	 	 	 	 	
               %

          	
               %

          	
            1%

          
	 	 	 	 	 	
               %

          	
               %

          	
            1%

          


     

    	

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

          


     

    	 	
            Dollar Amount

          	
            % Amount

          	
            Increment

          
	 	
            Min

          	
            Max

          	
            Min

          	
            Max

          
	 	 	 	
               %

          	
               %

          	
               %

          


    

    

    
      - 6 -

      
        


    

    	

          	(iv)	
            Director Compensation

          


     

    	 	 	
            Type of Compensation

          	
            Dollar Amount

          	
            % Amount

          	
            Increment

          
	
            Min

          	
            Max

          	
            Min

          	
            Max

          	 
	 	 	
            Annual Retainer

          	 	 	
               %

          	
               %

          	
               %

          
	 	 	
            Meeting Fees Other:

          	 	 	
               %

          	
               %

          	
               %

          
	 	 	
            Other:

          	 	 	
               %

          	
               %

          	
               %

          
	 	 	
            Other:

          	 	 	
               %

          	
               %

          	
               %

          


    

    

    	

          	(b)	
            Election Period

          


     

    	

          	(i)	
            Performance Based Compensation

          


     

    A special election period

     

    
      	 	
              ☐

            	
              Does

            


    

     

    
      	 	
              ☒

            	
              Does Not

            


    

     

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

     

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

     

    	

          	(ii)	
            Newly Eligible Participants

          


     

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

     

    
      	 	
              ☒

            	
              May

            


    

     

    
      	 	
              ☐

            	
              May Not

            


    

     

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

     

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

     

    	

          	(c)	
            No Participant Contributions

          


     

    
      	 	
              ☐

            	
              Participant contributions are not permitted under the Plan.

            


    

     

    
      - 7 -

      
        


    

    5.01       Employer
        Contributions

     

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

     

    (a)       Matching Contributions

     

    	

          	(i)	
            Amount

          


     

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

     

    	

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

          


     

    	

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

          


     

    	

          	(C)     ☐	
            Matching contributions for each Participant shall be limited to $       and/or [insert percentage]% of Compensation

          


     

    	

          	(D)     ☐	
            Other:

          


     

    	 	 


    

    

    	 	 


    

    

    	

          	(E)     ☐	
            Not Applicable [Proceed to Section 5.01(b)]

          


     

    	

          	(ii)	
            Eligibility for matching contribution

          


     

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

     

    	

          	(A)    ☐	
            Describe requirements:

          


     

    	 	 


    

    

    	 	 


    

    

    	

          	(B)     ☐	
            Is selected by the Employer in its sole discretion to receive an allocation of matching contributions

          


     

    
      - 8 -

      
        


    

    	

          	(C)     ☐	
            No requirements

          


     

    	

          	(iii)	
            Time of Allocation

          


     

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

     

    	

          	(A)    ☐	
            As of the last day of the Plan Year

          


     

    	

          	(B)    ☐	
            At such times as the Employer shall determine in its sole discretion

          


     

    	

          	(C)    ☐	
            At the time the Compensation on account of which the matching contribution is being made would otherwise have been paid to the Participant

          


     

    	

          	(D)    ☐	
            Other:

          


     

    	 	 


    

    

    	 	 


    

    

    (b)      Other Contributions

     

    	

          	(i)	
            Amount

          


     

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

     

    	

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

          


     

    	

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

          


     

    	

          	(C)    ☐	
            Contributions for each Participant shall be limited to $      

          


     

    	

          	(D)    ☐	
            Other:

          


     

    	 	 


    

    

    	 	 


    

    

    	

          	(E)     ☐	
            Not Applicable [Proceed to Section 6.01]

          


     

    
      - 9 -

      
        


    

    	

          	(ii)	
            Eligibility for Other Contribution

          


     

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

     

    	

          	(A)    ☐	
            Describe requirements:

          


     

    	 	 


    

    

    	 	 


    

    

    	

          	(B)    ☐	
            Is selected by the Employer in its sole discretion to receive an allocation of other Employer contributions

          


     

    	

          	(C)    ☐	
            No requirements

          


     

    	

          	(iii)	
            Time of Allocation

          


     

    Employer contributions, if made, shall be treated as allocated [select one]:

     

    	

          	(A)     ☐	
            As of the last day of the Plan Year

          


     

    	

          	(B)     ☐	
            At such times or times as the Employer shall determine in its sole discretion

          


     

    	

          	(C)     ☐	
            Other:

          


     

    	 	 


    

    

    	 	 


    

    

    (c)       No Employer Contributions

     

    
      	 	
              ☒

            	
              Employer contributions are not permitted under the Plan.

            


    

     

    
      - 10 -

      
        


    

    6.01       Distributions

     

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

     

    	

          	(a)	
            Timing of Distributions

          


     

    	

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

          


     

    	

          	(A)     ☐	
            As soon as administratively feasible following the distribution event but in no event later than the time prescribed by Treas. Reg. Sec. 1.409A-3(d).

          


     

    	

          	(B)     ☒	
            For Separation from Service distributions only, monthly on specified day 1st of the
                month

          


     

    	

          	(C)     ☒	
            For Specified Date elections only, distributions will be made annually on specified month and day March 1

          


     

    	

          	(D)     ☐	
            Calendar quarter on specified month and day [insert month and day] Q[insert numerical quarter 1, 2, 3, or 4]

          


     

    	

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

          


     

    	

          	(A)     ☒	
            Event Delay – Distribution events other than those based on Specified Date, Specified Age, or Death will be treated as not having occurred for six (6) months

          


     

    	

          	(B)     ☐	
            Hold Until Next Year – Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for twelve months from the date of the event if
              payment pursuant to Section 6.01(a)(i) will thereby occur in the next calendar year or on the first payment date in the next calendar year in all other cases

          


     

    	

          	(C)     ☐	
            Immediate Processing – The timing method selected by the Plan Sponsor under Section 6.01(a)(i) shall be overridden for the following distribution events [insert events]:

          


     

    	 	 


    

    

    	 	 


    

    

    	

          	(D)     ☐	
            Not applicable

          


     

    
      - 11 -

      
        


    

    	

          	(b)	
            Distribution Events

          


     

    	

          	(i)	
            Participant Contributions under Section 4.01(a)

          


     

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

     

    	 	 	 	 	
            Lump Sum

          	
            Installments

          
	 	 (A)	☒	
            Specified Date

          	☒	
            2-10 years

          
	 	 (B)	☐	
            Specified Age

          	☐	
                  years

          
	 	 (C) 

          	☒	
            Separation from Service

          	☒	
            2-10 years

          
	 	 (D)	☐	
            Separation from Service plus 6 months

          	☐	
                  years

          
	 	 (E) 

          	☐	
            Separation from Service plus      months [not to exceed      months]

          	☐	
                  years

          
	 	 (F)	☐	
            Retirement

          	☐	
                  years

          
	 	 (G) 

          	☐	
            Retirement plus 6 months

          	☐	
                  years

          
	 	 (H)	☐	
            Retirement plus      months

          	☐	
                  years

          
	 	 (I)	☐	
            Disability

          	☐	
                  years

          
	 	 (J) 

          	☐	
            Death

          	☐	
                  years

          
	 	 (K)	☐	
            Change in Control

          	☐	
                  years

          


    

    

    The minimum deferral period for Specified Date or Specified Age event shall be 2
      years.

     

    Installments may be paid [select each that applies]

     

    
      	 	
              ☐

            	
              Monthly

            


    

     

    
      	 	
              ☐

            	
              Quarterly

            


    

     

    
      	 	
              ☒

            	
              Annually

            


    

     

    
      - 12 -

      
        


    

    	

          	(ii)	
            Employer Contributions under Section 5.01(a) and (b)

          


     

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

     

    	 	 	 	 	
            Lump Sum

          	
            Installments

          
	 	 (A)	☐	
            Specified Date

          	 ☐	
                  years

          
	 	 (B)	☐	
            Specified Age

          	 ☐	
                  years

          
	 	 (C) 

          	☐	
            Separation from Service

          	 ☐	
                 years

          
	 	 (D) 

          	☐	
            Separation from Service plus 6 months

          	 ☐	
                  years

          
	 	 (E)	☐	
            Separation from Service plus      months [not to exceed      months]

          	 ☐	
                  years

          
	 	 (F) 

          	☐	
            Retirement

          	 ☐	
                  years

          
	 	 (G) 

          	☐	
            Retirement plus 6 months

          	 ☐	
                  years

          
	 	 (H) 

          	☐	
            Retirement plus      months

          	 ☐	
                  years

          
	 	 (I) 

          	☐	
            Disability

          	 ☐	
                  years

          
	 	 (J)

          	☐	
            Death

          	 ☐	
                  years

          
	 	 (K)	☐	
            Change in Control

          	 ☐	
                  years

          


    

    

    The minimum deferral period for Specified Date or Specified Age event shall be     
      years.

     

    Installments may be paid [select each that applies]

     

    
      	 	
              ☐

            	
              Monthly

            


    

     

    
      	 	
              ☐

            	
              Quarterly

            


    

     

    
      	 	
              ☐

            	
              Annually

            


    

     

    
      - 13 -

      
        


    

    	

          	(c)	
            Specified Date and Specified Age elections may not extend beyond age N/A.

          


     

    	

          	(d)	
            Payment Election Override

          


     

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

     

    	 	
            Events

          	
            Form of Payment

          
	 	 	
            Lump Sum

          	
            Installments

          
	 	 	 	 
	 	
            ☐    Separation from Service

          	 ☐	
                 

          
	 	 	 	 
	 	
            ☐    Separation from Service before Retirement

          	 ☐	
                 

          
	 	 	 	 
	 	
            ☒    Death

          	 ☒	
                 

          
	 	 

          	 	 
	 	
            ☒    Disability

          	 ☒	
                 

          
	 	 	 	 
	 	
            ☐    Not Applicable

          	 ☐	
                 

          


    

    

    	

          	(e)	
            Involuntary Cashouts

          


     

    
      	 	
              ☒

            	
              If the Participant’s vested Account at the time of his Separation from Service does not exceed $50,000, distribution of the vested Account shall
                automatically be made in the form of a single lump sum in accordance with Section 9.5 of the Plan.

            


    

     

    
      	 	
              ☐

            	
              There are no involuntary cashouts.

            


    

     

    	

          	(f)	
            Retirement

          


     

    
      	 	
              ☐

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

            


    

     

    	 	 


    

    

    	 	 


    

    

    
      	 	
              ☒

            	
              No special definition of Retirement applies.

            


    

     

    
      - 14 -

      
        


    

    	

          	(g)	
            Distribution Election Change

          


     

    A Participant

      

    

    
      	 	
              ☒

            	
              Shall

            


    

     

    
      	 	
              ☐

            	
              Shall Not

            


    

     

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

     

    A Participant shall generally be permitted to elect such modification 1 number
      of times.

     

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

     

    	

          	(h)	
            Frequency of Elections

          


     

    The Plan Sponsor

     

    
      	 	
              ☒

            	
              Has

            


    

     

    
      	 	
              ☐

            	
              Has Not

            


    

     

    elected to permit annual elections of a time and form of payment for amounts deferred under the Plan.  If a single election of a time and/or form of
      payment is required, the Participant will make such election at the time he first completes a deferral agreement which, in all cases, will be no later than the time required by Reg. Sec. 1.409A-2.

     

    
      - 15 -

      
        


    

    	

          	(i)	
            Disability

          


     

    For Purposes of Section 2.11 of the Plan, Disability shall be defined as

     

    
      	 	
              ☐

            	
              Total disability as determined by the Social Security Administration or the Railroad Retirement Board.

            


    

     

    
      	 	
              ☐

            	
              As determined by the Employer’s long term disability insurance policy.

            


    

     

    
      	 	
              ☒

            	
              As follows [insert description of requirements]:

            


    

     

    	 	
            Totally disabled, as determined by the Social Security Administration, or as 

            defined under Treas. Reg. § 1.409A-3(i)(4)(i), as determined by the 

            Administrator; provided that, in each case, such determination complies with 

            Section 409A of the Code

          


    

    

    	 	 


    

    

    
      	 	
              ☐

            	
              Not applicable.

            


    

     

    
      - 16 -

      
        


    

    7.01       Vesting

     

    	

          	(a)	
            Matching Contributions

          


     

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

     

    	 	 ☐	
            Years of Service

          	
            Vesting %

          	 
	 	 	 	 	 
	 	 	
            0

          	
                %

          	
            [insert “100” if there is immediate vesting]

          
	 	 	 	 	 
	 	 	
            1

          	
            
                 %

            

          	 
	 	 	 	 	 
	 	 	
            2

          	
               %

          	 
	 	 	 	 	 
	 	 	
            3

          	
            
                 %

            

          	 
	 	 	 	 	 
	 	 	
            4

          	
               %

          	 
	 	 	 	 	 
	 	 	
            5

          	
               %

          	 
	 	 	 	 	 
	 	 	
            6

          	
               %

          	 
	 	 	 	 	 
	 	 	
            7

          	
               %

          	 
	 	 	 	 	 
	 	 	
            8

          	
               %

          	 
	 	 	 	 	 
	 	 	
            9

          	
               %

          	 


     

    
      	 	
              ☐

            	
              Other:

            


    

     

    	 	 


    

    

    	 	 


    

    

    
      	 	
              ☐

            	
              Class year vesting applies:

            


    

     

    	 	 


    

    

    
      	 	
              ☒

            	
              Not applicable.

            


    

     

    
      - 17 -

      
        


    

    	

          	(b)	
            Other Employer Contributions

          


     

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

     

    	 	 ☐	
            Years of Service

          	
            Vesting %

          	 
	 	 	 	 	 
	 	 	
            0

          	
                  %

          	
            [insert “100” if there is immediate vesting]

          
	 	 	 	 	 
	 	 	
            1

          	
                  %

          	 
	 	 	 	 	 
	 	 	
            2

          	
                 %

          	 
	 	 	 	 	 
	 	 	
            3

          	
                  %

          	 
	 	 	 	 	 
	 	 	
            4

          	
                 %

          	 
	 	 	 	 	 
	 	 	
            5

          	
                 %

          	 
	 	 	 	 	 
	 	 	
            6

          	
                  %

          	 
	 	 	 	 	 
	 	 	
            7

          	
                  %

          	 
	 	 	 	 	 
	 	 	
            8

          	
                  %

          	 
	 	 	 	 	 
	 	 	
            9

          	
                  %

          	 


    

    

    
      	 	
              ☐

            	
              Other:

            


    

     

    	 	 


    

    

    	 	 


     

    
      	 	
              ☐

            	
              Class year vesting applies:

            


    

     

    	 	 


    

    

    
      	 	
              ☒

            	
              Not applicable.

            


    

     

    
      - 18 -

      
        


    

    	

          	(c)	
            Acceleration of Vesting

          


     

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

     

    	

          	(i)      ☐	
            Death.

          


     

    	

          	(ii)     ☐	
            Disability.

          


     

    	

          	(iii)    ☐	
            Change in Control.

          


     

    	

          	(iv)    ☐	
            Eligibility for Retirement.

          


     

    	

          	(v)     ☐	
            Other:

          


     

    	 	 


    

    

    	 	 


    

    

    	

          	(vi)    ☒	
            Not applicable.

          


     

    	

          	(d)	
            Years of Service

          


     

    	

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

          


     

    
      	 	
              ☐

            	
              Shall

            


    

     

    
      	 	
              ☐

            	
              Shall Not

            


    

     

    include service performed for the Related Employer.

     

    	

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

          


     

    	 	 


    

    

    	 	 


     

    	 	 


     

    	 	 


    

    

    
      - 19 -

      
        


    

    	

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

          


     

    	

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

          


     

    	

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

          


     

    	

          	(C)    ☐	
            Participant’s Years of Service credited under:

          


     

    	 	
            [insert name of plan]

          


    

    

    	

          	(D)    ☐	
            Other:

          


     

    	 	 


     

    	 	 


    

    

    	 	 


     

    	 	 


     

    	

          	(iv)     ☒	
            Not applicable.

          


     

    
      - 20 -

      
        


    

    8.01       Unforeseeable Emergency

     

    	

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

          


     

    
      	 	
              ☒

            	
              Will

            


    

     

    
      	 	
              ☐

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

            


    

     

    be allowed.

     

    	

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

          


     

    
      	 	
              ☒

            	
              Will

            


    

     

    
      	 	
              ☐

            	
              Will Not

            


    

     

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

     

    
      - 21 -

      
        


    

    9.01       Investment Decisions

     

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

     

    	

          	(a)     ☒	
            The Participant or his Beneficiary

          


     

    	

          	(b)     ☐	
            The Employer

          


     

    
      - 22 -

      
        


    

    10.01     Trust

     

    The Employer [select one]:

     

    
      	 	
              ☒

            	
              Does

            


    

     

    
      	 	
              ☐

            	
              Does Not

            


    

     

    intend to establish a trust as provided in Article 11 of the Plan.

     

    
      - 23 -

      
        


    

    11.01     Termination Upon Change In Control

     

    The Plan Sponsor

     

    
      	 	
              ☒

            	
              Reserves

            


    

     

    
      	 	
              ☐

            	
              Does Not Reserves

            


    

     

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

     

    11.02     Automatic Distribution Upon Change In Control

     

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

     

    
      	 	
              ☐

            	
              Shall

            


    

     

    
      	 	
              ☒

            	
              Shall Not

            


    

     

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

     

    11.03     Change In Control

     

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

     

    	

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

          


     

    	

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

          


     

    	

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

          


     

    	

          	(d)     ☐	
            Not Applicable.

          


     

    
      - 24 -

      
        


    

    12.01     Governing State Law

     

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

     

    
      - 25 -

      
        


    

    Execution Page

     

    The Plan Sponsor has caused this Adoption Agreement to be executed this    day of
           , 20  .

     

    	
            Plan Sponsor:

          	 	 
	 	 	 
	
            By:

          	 	 
	 	 	 
	
            Title:

          	 	 


    

    

    
      - 26 -

      
        


    

    Appendix A

     

    Special Effective Dates

     

    Not Applicable

     

     

    

  

  - 27 -