finalplan011718






                          OPPENHEIMER & CO. INC.               2019 EXECUTIVE DEFERRED COMPENSATION PLAN                                            1.    Introduction         1.01. Purpose of the Plan.  The purpose of this Oppenheimer & Co. Inc. 2019 Executive              Deferred Compensation Plan (the “Plan”) is to enhance the overall effectiveness              of the Company’s executive compensation program by providing a vehicle for the              deferral  of  compensation  of  a  select  group  of  the  Company’s  executives  and              highly compensated employees.         1.02. Continuation  of  the  Plan.  The  Plan  is  an  amendment  and  restatement  of the              Oppenheimer & Co. Inc. Executive Deferred Compensation Plan, as amended and              restated effective as of January 1, 2005, and, with respect to Specified Elective              Accounts,  as  amended  and  restated  effective  as  of  March  1,  2013  (the  “Prior              Plan”). Prior to January 1, 2005, the Prior Plan was referred to as the Fahnestock              & Co. Executive Deferred Compensation Plan.                The Plan is intended to comply with the applicable requirements of Section 409A              of the Internal Revenue Code of 1986, as amended (“Section 409A”).                 All  amounts  credited  and  vested  under  the  Prior  Plan  prior  to  January  1,  2005              (and  all  deemed  earnings  and  losses  thereon)  are  intended  to  be  treated  as  a              separate “grandfathered” plan for these purposes and not subject to Section 409A              unless such plan is materially modified within the meaning of Section 409A and              applicable guidance thereunder following October 3, 2004.                 Accordingly,  other  than  with  respect  to  the  Specified  Elective  Accounts,  as              defined  below  (and  all  deemed  earnings  and  losses  thereon)  from  and  after  the              Restatement Date, all Elective Incentive Pay Credits that were credited under the              Plan  prior  to  January  1,  2005  (and  deemed  earnings  and  losses  thereon)  are              considered to be “Grandfathered Accounts.”  Similarly, all Bonus Deferral Credits              that were vested under the Plan prior to January 1, 2005 (and deemed earnings              and  losses  thereon)  are  considered  to  be “Grandfathered  Accounts.”               Grandfathered Accounts shall be subject to the terms and conditions of the Prior              Plan as in effect on December 31, 2004.                 All Bonus Deferral Credits that were credited on or after January 1, 2005 or that              were credited before January 1, 2005 under the Plan but that were not yet vested              on December 31, 2004 (and deemed earnings and losses thereon) are governed by              the terms of the Plan.               Effective  as  of  March  1,  2013  (the “Restatement  Date”),  all  Elective  Incentive              Pay  Credits  (and  all  deemed  earnings  and  losses  thereon)  that  were  considered              Grandfathered Accounts as of immediately prior to the Restatement Date and as              to  which payment has  not  yet  commenced or been made  as  of the Restatement              Date, (the “Specified Elective Accounts”) ceased, as of the Restatement Date, to                                            7260/58178-001 CURRENT/105241208v3  





 






            be considered Grandfathered Accounts subject to the terms and conditions of the              Plan as in  effect  on December 31, 2004.  Accordingly, such Specified  Elective              Accounts shall be governed by the terms of the Plan.               If  the  application  of  any  provision  of  the  Plan  would  constitute  a  “material              modification” with respect to Grandfathered Accounts (as defined below) under              Section  409A  or  other  applicable  guidance  issued  by  the  Internal  Revenue              Service, then such provision will not be applied to any Grandfathered Accounts              and the provisions of the Prior Plan will control.   2.    Definitions         2.01. “Account” means the bookkeeping account maintained for a Participant to record              his or her Account Credits, together with deemed earnings and losses thereon.  A              Participant’s Account shall consist of his or her Retirement Account and/or one or              more Specific-Year Accounts, and includes all types of accounts permitted under              this  Plan.  Each  such  portion  of  a  Participant’s  Account  shall  be  further              subdivided  into  a  Deemed  Investment  Account  and  an  Interest  Credit  Account.               Subaccounts shall also be maintained within each Account to the extent necessary              (i) to implement the vesting provisions of Section 7, and (ii) to reflect the portions              of  the  Deemed  Investment  Account  that  are  deemed  invested  in  the  respective              investment funds available under the Plan.         2.02. “Account  Credits” means  a  Participant’s  Bonus  Deferral  Credits  and  Elective              Incentive Pay Credits.         2.03. “Active  Specific-Year  Account” means  a  Specific-Year  Account  that  has  not              become a Frozen Specific-Year Account.         2.04. “Administrator” means the committee appointed by the Board to administer the              Plan, or if no such committee is appointed, the Board shall serve as Administrator.         2.05. “Affiliate” means each of the following:  (a) any subsidiary within the meaning of              Section 424(f) of the Code; (b) any parent within the meaning of Section 424(e)              of the Code; (c) any corporation, trade or business (including, without limitation,              a  partnership  or  limited  liability  company)  which  is  directly  or  indirectly              controlled 50% or more (whether by ownership of stock, assets or an equivalent              ownership interest or voting interest) by the Company or one of its Affiliates; (d)              any  trade  or  business (including,  without  limitation,  a  partnership  or  limited              liability company) which directly or indirectly controls 50% or more (whether by              ownership of stock, assets or an equivalent ownership interest or voting interest)              of  the  Company;  and  (e)  any  other  entity  in  which  the  Company  or  any  of  its              Affiliates has a material equity interest and which is designated as an “Affiliate”              by resolution of the Committee.         2.06. “Beneficiary” means  any  person  so  designated  in  accordance  with  Section  10.               References  in  the  Plan to  a  Participant  shall  be  deemed  a  reference  to  a              Beneficiary where the context so requires.                                         2  7260/58178-001 CURRENT/105241208v3  





 






      2.07. “Board” means the Board of Directors of the Company.         2.08. “Bonus” means  the  Asset  Bonus  and/or  Longevity  Bonus  under  the  Financial              Advisor Compensation Program credited to the Participant’s Account pursuant to              Section 6.01.         2.09. “Bonus  Deferral Credit” means the portion of the Bonus that the Administrator              may  designate  from  time  to  time, which  are  automatically  credited  to  a              Participant’s Account pursuant to Section 6.01 and deferred under the Plan.         2.10. “Cause” means misconduct in respect of an Employee’s duties to the Company,              including,  but  not  limited  to,  the  Employee’s  dishonesty,  disloyalty,              insubordination,  unsatisfactory  performance  or  attendance,  or  failure  to  follow              policies, rules, or procedures of the Company, as determined by the Administrator              in its sole discretion.         2.11. “Change  in  Control”  means  a  transaction  or  series  of  transactions  (whether  by              way  of  merger,  consolidation,  sale  of  stock,  recapitalization,  or  otherwise) as  a              result of which any Person acquires ultimate beneficial ownership of more than              50% of the voting power of Oppenheimer’s outstanding voting stock or more than              50%  of  the  voting  power  of  the  Company’s  outstanding  voting  stock.  For              purposes  of  this  definition,  “Person”  has  the  meaning  ascribed  to  such  term  in              Section 3(a)(9) of the Securities Exchange Act of 1934 and as used in Sections              13(d)  and  14(d)  thereof,  including  “group”  as  defined  in  Section  13(d)  thereof.               Notwithstanding  the  foregoing, (i) “Person”  excludes  Oppenheimer,  the              Company, any subsidiary of the foregoing, any employee benefit plan sponsored              or maintained by Oppenheimer, the Company, or any subsidiary (including any              trustee  of  any  such  plan  acting  in  his  or  her  capacity  as  trustee),  and  (ii)              acquisition by merger or consolidation does not include where the voting interests              in Oppenheimer or the Company outstanding immediately prior to the transaction              continue to represent more than 50% of the combined voting power of the voting              interests in the surviving entity immediately after such merger or consolidation.         2.12. “Code” means the Internal Revenue Code of 1986, as amended from time to time.         2.13. “Commencement  Year” means  the  Plan  Year  designated  in  a  Specific-Year              Election for the payment or commencement of benefits.         2.14. “Company” means Oppenheimer & Co. Inc. and any successor thereto.         2.15. “Deemed Investment Account” means the portion of a Participant’s Account that              is subject to a Participant’s Deemed Investment Choices under Section 5.         2.16. “Deemed Investment Choices” means a Participant’s election under Section 5 of              the investment fund or funds used to measure the investment performance of the              Participant’s Deemed Investment Account.         2.17. “Designation Date” means the first business day of a calendar quarter.                                         3  7260/58178-001 CURRENT/105241208v3  





 






      2.18. “Disability” means (i) any permanent physical or mental incapacity or disability              rendering  a  Participant  unable  or  unfit  to  perform  effectively  the  duties  and              obligations of the Participant’s employment, or (ii) any illness, accident, injury,              physical or mental incapacity, or other disability, which condition is expected to              be permanent or long-lasting and has rendered the Participant unable or unfit to              perform effectively the duties and obligations of the Participant’s employment for              a period of at least 90 days in any 12 consecutive month period, in either case as              determined  by  the  Administrator  in  its  sole  discretion.  Notwithstanding  the              foregoing, with respect to any portion of the Participant’s Account that is subject              to  Section  409A, “Disability” occurs  if  as  a  result  of  physical  or  mental              impairment that can result in death or last a year or more:  (i) the Participant is              unable  to  engage  in  any  substantial  gainful  activity,  or  (ii)  the  Participant  is              receiving income replacement benefits from insurance for three months or more.         2.19. “Distribution Election” means a Participant’s election pursuant to Section 8A with              respect to the timing and form of distribution of the Participant’s Account.         2.20. “Elective  Incentive  Pay  Credits” means  amounts  credited  to  a  Participant’s              Account pursuant to Section 6.02 with respect to the Participant’s Incentive Pay              and deferred under the Plan.         2.21. “Eligible Employee” has the meaning ascribed thereto in Section 3.         2.22. “Employee” means a common law employee of the Company.         2.23. “Financial Advisor Compensation Program” means the Oppenheimer & Co. Inc.              Financial  Advisor  Compensation  Program  (formerly  known  as  the  Retail              Consultant Plan).         2.24. “Frozen  Specific-Year  Account” means  the  Elective  Incentive  Pay  Credits  in  a              Specific-Year Account to which no further Elective Incentive Pay Credits may be              added.  A Specific-Year Account shall become a Frozen Specific-Year Account              on the March 1 preceding the Commencement Year for such Elective Incentive              Pay Credits, and shall continue to constitute a Frozen Specific-Year Account until              the  entire  balance  of  such  Specific  Year  Account  has  been  distributed.  The              balance  in  a  Frozen  Specific-Year  Account  shall  continue  to  be  credited  with              interest  and earnings  in  accordance with  Sections  4.02 and 4.03 until the entire              Specific-Year Account is distributed.         2.25. “Incentive Pay” means such forms of incentive compensation (other than an Asset              Bonus or Longevity Bonus under the Financial Advisor Compensation Program)              as the Administrator may designate from time to time as eligible for an Incentive              Pay Deferral Election hereunder.         2.26. “Incentive  Pay  Deferral  Election” means  a  Participant’s  election  pursuant  to              Section 8 or Section 8A, as applicable, to defer the payment of all or a portion of              such Participant’s Incentive Pay.                                         4  7260/58178-001 CURRENT/105241208v3  





 






      2.27. “Interest Credit Account” means the portion of a Participant’s Account to which              interest credits are added in accordance with Section 4.03.         2.28. “Oppenheimer” means Oppenheimer Holdings Inc.         2.29. “Participant” means an Eligible Employee who has an Account balance under the              Plan and whose Account has not been fully distributed.         2.30. “Performance  Year” means  the  calendar  year  on  the  basis  of  which  a  bonus  or              other incentive compensation is determined, as determined by the Administrator              in its sole discretion.         2.31. “Plan” means  this  Oppenheimer  &  Co.  Inc. 2019 Executive  Deferred              Compensation Plan, as amended from time to time.           2.32. “Plan Year” means the calendar year.         2.33. “Probation Period” has the meaning ascribed thereto in Section 7.04.         2.34. “Quarterly Date” means the last day of a calendar quarter.         2.35. “Retirement” means  a  Participant’s  voluntary  or  involuntary  termination  of              employment, which is also a “separation from service” under Section 409A, other              than a termination for Cause or by reason of death or Disability, if at the time of              such termination the Participant represents in writing to the Administrator that he              or she does not intend to become employed or self-employed on a substantially              full-time  basis in  the  securities  business  or  in  any  similar  business,  or  the              Administrator otherwise determines in its sole discretion that the circumstances of              the Participant’s termination makes such future employment or self-employment              unlikely.  The unvested portion of a Participant’s Account at Retirement shall vest              only at the end of the Probation Period, and only to the extent provided in Section              7.04.         2.36. “Retirement Account” means, the portion of a Participant’s Account to which a              Participant’s  Retirement  Election  applies  as  contemplated  under  Section  8  or              Section 8A, as applicable.  Notwithstanding, the foregoing, effective January 1,              2009,  no  future  Bonus  Deferral  Credits  shall  be  credited  to  the  Retirement              Account.         2.37. “Retirement  Election” means  an  election  pursuant  to  Section  8.04  or  Section              8A.02,  as  applicable,  with  respect  to  the  distribution  of  a portion  of  the              Participant’s  Account  upon  his  or  her  Retirement.  Notwithstanding,  the              foregoing, effective January 1, 2009, future Bonus Deferral Credits shall not be              eligible for distribution upon a Participant’s Retirement.         2.38. “Retirement/Specific  Year  Election” means  a  Participant’s  election  pursuant  to              Section 8.01 with respect to the respective percentages of future Account credits                                         5  7260/58178-001 CURRENT/105241208v3  





 






            that  are  to  be  allocated  to  his  or  her  Retirement  Account  and  Specific  Year              Account.         2.39. “Scheduled Distribution Date” for a Plan Year means the date occurring within              the period starting January 1st and ending on the last day in February of such Plan              Year  as  selected  by  the  Administrator  for  the  distribution  of  lump-sum  and              installment  payments  payable  in  such  Plan  Year  pursuant  to Participants’              Specific-Year Elections,  Retirement  Elections,  and/or  Distribution  Elections,  as              applicable,  provided  that  the  payments  to  be  distributed  are  from  a  vested              Account.         2.40. “Specific-Year Account” means the portion of a Participant’s Account to which a              Participant’s  Specific-Year Election applies  as  contemplated under Section 8 or              Section 8A, as applicable.         2.41. “Specific-Year Election” means a Participant’s election pursuant to Section 8.03              or Section 8A.02, as applicable, with respect to the distribution of a portion of the              Participant’s Account on a specified date.         2.42. “Unforeseeable Emergency” has the meaning ascribed thereto in Section 12.03.         2.43. “Valuation  Date” means January 1  and the last  day of  each calendar quarter of              any  Plan  Year,  and  any  other  day that  the  Administrator,  in  its  sole  discretion,              designates as a Valuation Date.         2.44. “Vested Account” means the vested portion of a Participant’s Account.         2.45. “Vested  Retirement  Account” means  the  vested  portion  of  a  Participant’s              Retirement Account.         2.46. “Vested  Specific-Year  Account” means  the  vested  portion  of  a  Participant’s              Specific-Year Account.   3.    Participation.         Any Eligible Employee shall be eligible to participate in the Plan.  An Employee shall be        an “Eligible Employee” with respect to a Plan Year if (i) either (A) he or she has been        designated to be eligible for an Asset Bonus or a Longevity Bonus under the Financial        Advisor  Compensation  Program  on  account  of  a  Performance  Year  in  which  such        Employee also  generates gross commissions of at least $250,000, or (B) he or she has        been  designated  by  the  Administrator  as  eligible  to  make  an  Incentive  Pay  Deferral        Election under Section 6.02, and (ii) he or she has filed an enrollment form on such form        as is designated by the Administrator.  Participation in the Plan shall terminate when all        amounts credited to a Participant’s Account have been distributed and/or forfeited.                                          6  7260/58178-001 CURRENT/105241208v3  





 






4.    Accounts.         4.01. Maintenance of Accounts.  The Administrator shall maintain records showing the              individual balances in each Retirement Account and Specific-Year Account, and              any subaccounts of the foregoing.         4.02. Crediting  of  Investment  Return  for  Deemed  Investment  Account.  As  of  any              Valuation Date, each Participant’s Deemed Investment Account shall, under such              procedures  as  the  Administrator  shall  establish,  be  credited  or  debited  with  the              Participant’s allocable share of any increase or decrease in the realizable net asset              value  or  credited  earnings,  as  applicable,  of  the  respective  deemed  investment              funds.  Such allocable share shall be based on the ratio that the portion of such              Participant’s  Deemed  Investment  Account  that  is  deemed,  pursuant  to  such              Participant’s Deemed Investment Choices, to be invested in an investment fund              bears to the aggregate of all amounts deemed to be invested in such investment              fund.         4.03. Crediting of Interest on Interest Credit Account.  As of any Valuation Date, each              Participant’s Interest Credit Account shall be credited with interest at such rate as              the  Administrator  may  establish  from  time  to  time  in  its  sole  discretion.  The              Administrator may change such rate in its sole discretion as of the first day of any              calendar quarter.         4.04. Accounting for Distributions.  As of the date of any distribution to a Participant,              the  amount  of  such  distribution  shall  be  charged  ratably  to  the  Deemed              Investment Account and Interest Credit Account components of the Participant’s              Retirement Account or Specific-Year Account, as applicable.         4.05. Segregation of Retirement and Specific-Year Accounts.  In the event that either              (i) a Retirement Account and one or more Specific-Year Accounts, or (ii) two or              more  Specific-Year  Accounts  are  maintained  for  a  Participant,  each  such              component  Account  (a)  shall  be  treated  as  a  separate  Account  for  purposes  of              applying the provisions of this Section 4, and (b) shall be the subject of separate              Deemed Investment Choices.   5.    Deemed Investment Account         5.01. Filing of Deemed Investment Choices.  Subject to such limitations as may from              time to time be imposed by the Administrator, prior to the commencement of his              or her participation in the Plan and prior to any Designation Date each Participant              may specify Deemed Investment Choices, on such form as the Administrator shall              prescribe,  which  shall  designate  from  among  the  deemed  investment  funds              available for selection under the Plan from time to time the deemed investment              fund or funds which shall be used to measure the deemed investment performance              of the Participant’s Deemed Investment Account.  Such direction shall designate              the percentage  (in whole percent multiples) of  each portion  of the Participant’s                                          7  7260/58178-001 CURRENT/105241208v3  





 






            Deemed  Investment  Account  that  is  requested  to  be  deemed  invested  in  such              respective funds, and shall be effective as of the next Designation Date.         5.02. Change  in  Deemed  Investment  Choices.  A  Participant’s  Deemed  Investment              Choices shall remain in effect until the first Designation Date after the Participant              files new Deemed  Investment  Choices,  at  which time the Participant’s  Deemed              Investment Account and/or future Account Credits shall be reallocated among the              designated deemed investment funds according to the percentages specified in the              new Deemed Investment Choices.         5.03. Deficient Deemed Investment Choices.  If the Administrator receives an initial or              revised  specification  of  Deemed  Investment  Choices  that  it  deems  to  be              incomplete,  unclear,  or improper,  the  Participant’s  Deemed  Investment  Choices              then  in  effect  shall  remain  in  effect  (or,  in  the  case  of  a  deficiency  in  the              Participant’s initial Deemed Investment Choices, the Participant shall be deemed              to  have  filed  no  Deemed  Investment  Choices)  until  the  next  Designation  Date,              unless the Administrator permits the application of corrective action prior thereto.         5.04. Default Direction.  If the Administrator possesses at any time directions as to the              deemed  investment  of  less  than  all  of  the  Participant’s  Deemed  Investment              Account, the Participant shall be deemed to have directed that the undesignated              portion of the Deemed Investment Account be invested in a fund made available              under the Plan as determined by the Administrator in its sole discretion.         5.05. Indemnity.  Each Participant, as a condition to his or her participation hereunder,              agrees  to  indemnify  and  hold  harmless  the  Company  and  its  agents  and              representatives  from  any  losses  or  damages  of  any  kind  relating  to  the  deemed              investment of the Participant’s Deemed Investment Account.   6.    Account Credits         6.01. Bonus  Deferral  Credits.  For  each  Plan  Year,  the  Company  shall  credit  to  a              Participant’s  Account  a  Bonus  Deferral  Credit  equal  to  the  sum  of  the              Participant’s  Asset  Bonus  and  Longevity  Bonus  under  the  Financial  Advisors              Compensation  Program  on  account  of  the  immediately  preceding  Performance              Year.  The Bonus Deferral Credit shall be automatically credited to a Participant’s              Account as of the February 1 immediately following the end of the Performance              Year, and the amount of such Bonus Deferral Credit shall be allocated 60% to the              Participant’s  Deemed  Investment  Account and 40% to  the Participant’s  Interest              Credit Account.         6.02. Elective  Incentive  Pay  Credits.  The  Administrator  may,  in  its  sole  discretion,              designate  certain  select  Employees  as  being  eligible  to  make  an  Incentive  Pay              Deferral  Election.  An  Eligible  Employee  described  in  the  preceding  sentence              may elect to defer all or a portion of his or her Incentive Pay payable on account              of a Performance Year by making an Incentive Pay Deferral Election prior to the              Performance Year under Section 8A.  Any Elective Incentive Pay Credit pursuant                                         8  7260/58178-001 CURRENT/105241208v3  





 






            to  an  Incentive  Pay  Deferral  Election  shall  be  credited,  as  of  the  February  1              following  the  end  of  the  Performance  Year,  60%  to  the  Participant’s  Deemed              Investment Account and 40% to the Participant’s Interest Credit Account.   7.    Vesting         7.01. Vesting of Subaccounts.               (a)   Except as otherwise provided in subsection (b), the subaccount to which a                    Participant’s Bonus Deferral Credits with respect to a Performance Year                    are credited shall vest on the December 31 of the fifth year following such                    Performance  Year,  provided  the  Participant  has  been  continuously                    employed by the Company or Affiliate through such vesting date.               (b)   Solely  with  respect  to  Bonus  Deferred  Credits  relating  to  Performance                    Years through and including Performance Year 2017, if a Participant has                    attained  age  63,  (i)  the  subaccount  to  which  the  Participant’s  Bonus                    Deferral  Credits  are  credited  on  or  after  attaining  age  63  shall  be  fully                    vested on the December 31 of the second year following the Performance                    Year in which such Participant attains age 63, provided the Participant has                    been continuously employed by the Company through such vesting date,                    and (ii) the subaccount to which the Participant’s Bonus Deferral Credits                    were credited prior to attaining age 63 shall vest on the earlier of (x) the                    normal vesting date specified in clause (a) above, or (y) the December 31                    of  the  second  year  following  the  Performance  Year  in  which  such                    Participant attains age 63, provided the Participant has been continuously                    employed by the Company or an Affiliate through such vesting date.               (c)   The Subaccount to which a Participant’s Incentive Pay Deferral Elections                    are credited shall be fully vested at all times.         7.02. Forfeiture Upon Termination of Employment.  Except  as  otherwise provided in              this Section 7, upon a Participant’s termination of employment for any reason, the              unvested portion of his or her Account shall be forfeited.         7.03. Death or Disability.  In the event of a Participant’s termination of employment by              reason  of  death  or  Disability,  the  entire  balance  in  his  or  her  Account  shall              become fully vested on such termination.         7.04. Retirement.  In the event of a Participant’s termination of employment by reason              of Retirement, with  respect  to  any subaccount  to  which Bonus  Deferral  Credits              are credited and that is then unvested:               (a)   if  the  Bonus  Deferral  Credits  in  such  subaccount  relate  to  Performance                    Years  through  and  including  Performance  Year  2017,  such  subaccount                    shall not be immediately forfeited or vested but, (I) shall be forfeited if the                    Participant  becomes  employed  or  self-employed  on  a  substantially  full-                   time basis in the securities business or in any similar business at any time                                         9  7260/58178-001 CURRENT/105241208v3  





 






                  during the 24-month period commencing on the date of such Retirement                    (the  “Probation  Period”),  and  (II)  shall  become  vested  at  the  end  of  the                    Probation  Period  (or  earlier  date  of  the  Participant’s  death)  if  not                    previously forfeited pursuant to clause (I); and               (b)   if  the  Bonus  Deferral  Credits  in  such  subaccount  relate  to  Performance                    Year  2018  and  thereafter,  if  such  termination  of  employment  occurs  (i)                    prior  to  January  1  of  the  fourth  year  following  the  Performance  Year                    applicable  to  the  Bonus  Deferral  Credits  in  such  subaccount,  such                    subaccount shall be immediately forfeited, or (ii) on or after January 1 of                    the fourth  year  following the Performance Year applicable to  the Bonus                    Deferral Credits in such subaccount but prior to the date that such Bonus                    Deferral Credits become vested pursuant to Section 7.01(a), (A) 50% of                    such  subaccount  shall  be  immediately  forfeited,  and  (B)  50%  of  such                    subaccount  shall  not  be  immediately forfeited or vested, but  (I) shall  be                    forfeited  if  the  Participant  becomes  employed  or  self-employed  on  a                    substantially  full-time  basis in  the  securities  business  or  in  any  similar                    business at  any  time  during  the  Probation  Period,  and  (II)  shall  become                    vested  at  the  end  of  the  Probation  Period  (or  earlier  date  of  the                    Participant’s death) if not previously forfeited pursuant to clause (I).   8.    Distribution Elections (Grandfathered Accounts).  The provisions of this Section 8 apply        to the Grandfathered Accounts only.  The provisions of Section 8A apply to the Accounts        that are not Grandfathered Accounts.  The provisions of Section 8B apply to Specified        Elective Accounts from and after the Restatement Date.         8.01. Retirement/Specific-Year Allocation Election.               (a)   A  Participant  may  file  at  any  time  during  a  Plan  Year  a                    Retirement/Specific-Year  Allocation  Election, on  such  form  as  the                    Administrator  shall  prescribe,  to  designate  the  respective  percentages  of                    future  Account  Credits  added  to  the  Participant’s  Account  in  that  Plan                    Year or subsequent Plan Years that are to be allocated to the Participant’s                    Retirement Account and Specific-Year Account.               (b)   A Participant  may  prospectively  change  his  or  her  Retirement/Specific-                   Year  Allocation  Election  at  any  time  by  filing  a  new  election  in                    accordance with subsection (a).         8.02. Allocation of Account Credits in Accordance With Election.  All Account Credits              credited  to  a  Participant’s  Account  during  the  period  of  effectiveness  of  a              Participant’s  Retirement/Specific-Year  Allocation  Election  shall  be  allocated  to              the  Participant’s  Active  Specific-Year  Account  to  the  extent  of  the  percentage              provided in such election, and the remaining portion of any such Account Credits              shall be allocated to the Participant’s Retirement Account.  Notwithstanding the              foregoing, in the event that the Participant either has no Retirement/Specific-Year              Allocation Election in effect or has no Active Specific-Year Account at the time                                         10  7260/58178-001 CURRENT/105241208v3  





 






            such allocation is to be made, 100% of the Participant’s Account Credits shall be              allocated to his or her Retirement Account.         8.03. Specific-Year Election.               (a)   A  Participant  may  at  any  time  file  a  Specific-Year  Election  with the                    Administrator  on  such  form  as  the  Administrator  shall  prescribe                    specifying  (i)  whether  the  Participant’s  Specific-Year  Account  is  to  be                    paid in a lump sum or in substantially equal annual installments, (ii) the                    specific year prior to Retirement in which such lump-sum payment is to be                    made  or  such  installments  are  to  commence,  (iii)  if  installments are                    elected, the number of such installments (which shall not exceed 15).  The                    Plan  Year  in  which  such  election  is  made  must  precede  by  at  least  two                    Plan  Years  (one  Plan  Year  if  the  election  is  made  in  January)  the                    Commencement  Year  designated  in  such  Specific-Year  Election.  The                    Commencement  Year  must  not be  earlier  than  the  first  year  in  which  a                    Participant is scheduled to become partially vested in his or her Specific-                   Year Account.               (b)   A Participant’s Specific-Year Election may be changed at any time during                    a  Plan  Year,  but  only  if  such  Plan  Year  precedes  by  at  least  two  Plan                    Years  (one  Plan  Year  if  the  change  is  made  in  January)  both  (i)  the                    Commencement  Year  designated  in  the  original  Specific-Year  Election                    and (ii) the Commencement Year designated in the revised Specific-Year                    Election.  A Participant shall not be permitted to change a Specific- Year                    Election with respect to a given Specific-Year Account more than once.         8.04. Retirement Election.               (a)   Prior  to  his  or  her  commencement  of  participation,  each  Eligible                    Employee shall file a Retirement Election with the Administrator on such                    form  as  the  Administrator  shall  prescribe  specifying  (i)  whether  the                    Participant’s Vested Retirement Account is to be paid in a lump sum or in                    substantially equal annual installments, and (ii) if installments are elected,                    the number of such installments (which shall not exceed 15).               (b)   A  Participant’s  Retirement  Election  may  be  changed  at  any  time;                    provided, however that (i) such change shall be effective only if made no                    later than the January 31 of the Plan Year in which the Participant retires,                    and  (ii)  a  Participant  shall  not  be  permitted  to  change  a  Retirement                    Election more than once.   8A.   Deferral and  Distribution  Elections  (Non-Grandfathered  Accounts).  The  provisions  of        this Section 8A apply only to the Accounts (and deemed earnings and losses thereon) that        are not Grandfathered Accounts or Specified Elective Accounts.         8A.01. Initial Deferral Election (Incentive Pay).                                         11  7260/58178-001 CURRENT/105241208v3  





 






            (a)   With respect to Elective Incentive Pay Credits, a Participant must file an                    Incentive Pay Deferral Election prior to December 31 of the calendar year                    preceding  the  Performance  Year  in  respect  of  which  the  Participant’s                    Incentive Pay is earned (or not later than 30 calendar days after the date                    the Participant is first eligible to participate in the Plan, as applicable).               (b)   An  Incentive  Pay  Deferral  Election  applies  only  to  the  Participant’s                    Incentive Pay for the Performance Year (or Performance Years) to which                    such election relates, and may apply to multiple Performance Years to the                    extent permitted by the Administrator.               (c)   All  Incentive  Pay  Deferral  Elections  shall  be  made  on  such  form  as  the                    Administrator  shall  designate,  including  electronic  format,  which  shall                    specify, with regard to the applicable Performance Year, the following:  (i)                    the  portion  of  the  Participant’s  Incentive  Pay  for  the  applicable                    Performance Year which the Participant elects to defer hereunder, and (ii)                    the  payment  date  and  deferral  period,  as  described  in Section  8A.02                    below.               (d)   An  Incentive  Pay  Deferral  Election  must  be  submitted  to  the                    Administrator  on  a  timely  basis  in  order  to  be  given  effect.  Once  a                    Participant  has  submitted  an  Incentive  Pay  Deferral  Election,  the                    Participant  may  only  revoke  or  change  that  deferral  election  if  the                    Participant  notifies  the  Administrator  in  writing  of  the  revocation  or                    change prior to the filing deadline specified in clause (a) above.         8A.02. Payment Date Incentive Pay Elections and Bonus Default.               (a)   With respect to Elective Incentive Pay Credits, a Participant must file an                    initial  Distribution  Election  on  or  prior  to  December  31  of  the  calendar                    year preceding the Performance Year in respect of which the Participant’s                    Incentive Pay is earned (or not later than 30 calendar days after the date                    the Participant is first eligible to participate under the Plan, as applicable).                     Effective January 1, 2009, with respect to Bonus Deferral Credits (which                    are  automatically  granted),  a  Participant  shall  not  be  entitled  to  file  a                    Distribution Election, but rather the Company shall notify the Participant                    that he or she is eligible to receive the Bonus Deferral Credits credited to                    his or her Account, in the first 30 days of the calendar year following the                    calendar year to which the Bonus relates and shall be distributed in a lump                    sum  on the Scheduled  Distribution Date following vesting of the Bonus                    Deferral  Credits  pursuant  to  Section  7  of  this  Plan,  unless  subject  to  a                    subsequent  deferral  election  applicable  to  Specific Year  Accounts  under                    Section  8A.03,  provided  that  the  distribution  shall  be  made  solely  in  a                    lump sum.  For the avoidance of doubt, such Bonus shall be subject to the                    terms and conditions of the Financial Advisor Compensation Program, and                    each  Participant  shall  have  no  legally  binding  right  to  any  payment                                         12  7260/58178-001 CURRENT/105241208v3  





 






                  thereunder unless and until the Company decides to credit Bonus Deferral                    Credits  to  the  Participant’s  Account.  Prior  to  January  1,  2009,  a                    Participant  was  entitled  to  file  a  Distribution  Election  with  respect  to                    Bonus Deferral Credits.               (b)   A  Distribution  Election  applies  only  to  the  Participant’s  Incentive  Pay                    Credits  or  pre–January  1,  2009  Bonus  Deferral  Credits  for  the                    Performance Year (or Performance Years) to which such election relates,                    and  the  Participant shall  provide  a  new  Distribution  Election  for  each                    Performance Year.               (c)   All  Distribution  Elections  shall  be  made  on  such  form  as  the                    Administrator  shall  designate,  including  electronic  forms,  which  shall                    specify, with regard to the applicable Performance Year(s), the following:                     (i) the portion  of the Participant’s  Bonus  Deferral  Credits  made prior to                    January 1, 2009 and/or Elective Incentive Pay Credits, as applicable, that                    the  Participant  elects  to  receive  on  the  Participant’s  Retirement, which                    shall  be  allocated  to  the  Participant’s  Retirement  Account  (the                    “Retirement  Election”),  and  (ii)  the portion  of  the  Participant’s  Bonus                    Deferral Credits and/or Elective Incentive Pay Credits, as applicable, that                    the  Participant  elects  to  receive  on  a  specified  date,  which  shall  be                    allocated  to  the  Participant’s  Specific-Year  Account  (the “Specific-Year                    Election”).               (d)   Solely with respect to Elective Incentive Pay Credits and pre – January 1,                    2009  Bonus  Deferral  Credits and  which  shall  occur  with  respect  to  the                    Participant’s  Specific  Year  Election,  the  Distribution  Election  shall  also                    specify at the time of such election (i) whether the Vested Specific-Year                    Account  is  to  be  paid  in  a  lump  sum  or  substantially  equal  annual                    installments (which must be at least one full Plan Year following the date                    such  election  is  filed)  (ii)  the  specific  year  in  which  such  lump-sum                    payment is to be made or such installments are to commence, and (iii) if                    installments are elected, the number of such installments (which shall not                    exceed 15).  In the event that the Participant has not specified the form of                    payment with respect to any Vested Specific Year Account, such Vested                    Specific-Year  Account  shall  be  paid  in  a  lump-sum  on  the  Scheduled                    Distribution Date pursuant to the Specific-Year Election.               (e)   With  respect  to  the  Participant’s  Retirement  Election,  the  Distribution                    Election  shall  also  specify  at  the time  of  such  election  (i)  whether  the                    Participant’s Vested Retirement Account is to be paid in a lump sum or in                    substantially equal annual installments, and (ii) if installments are elected,                    the number of such installments (which shall not exceed 15).  In the event                    the Participant has not specified the form of payment with respect to any                    Vested  Retirement  Account,  such  Vested  Retirement  Account  shall  be                    paid  in  a  lump-sum  on  the  Scheduled  Distribution  Date  pursuant  to  the                    Retirement Election.                                         13  7260/58178-001 CURRENT/105241208v3  





 






            (f)   A  Distribution  Election  must  be  submitted  to  the  Administrator  on  a                    timely basis in order to be given effect.  Once a Participant has submitted                    a  Distribution  Election,  the  Participant  may  only  revoke  or  change  that                    election  if  the  Participant  notifies  the  Administrator  in  writing  of  the                    revocation  or  change  prior  to  the  filing  deadline  specified  in  clause  (a)                    above.         8A.03. Subsequent Deferral Elections for Specific-Year Accounts.  The extent permitted              by  the  Administrator  and  in  accordance  with  its  procedures,  a  Participant  may              elect  to  extend the Commencement Year  with  respect  to  amounts  covered by  a              Specific-Year  Election  both  with  respect  to  Incentive  Pay  Credits  and Bonus              Deferral Credits (regardless of whether pre- or post- January 1, 2009), and thereby              defer  payment  of  the  corresponding  portion  of  the  Participant’s  Specific-Year              Account (including deemed earnings  and losses thereon), provided that:  (i) the              Participant’s  subsequent  deferral  election  may  not  be  effective  until  12  months              after the date the subsequent deferral election is made; (ii) the subsequent deferral              election  must  be  made  at  least  12  months  prior  to  the  date  the  payment  would              otherwise  be  made  (or,  in  the  case  of  installment  payments,  the  date  the  first              amount was scheduled to be made); and (iii) the payment is delayed by at least              five years from the original payment date (or, in the case of installment payments,              the date the first  amount  was  scheduled to  be made).  This  paragraph shall  not              apply  with  respect  to  any  portion  of  the  Participant’s  Frozen  Specific-Year              Account.         8A.04. Change  in  Form  of  Payment.  Solely  with  respect  to  Elective  Incentive  Pay              Credits, to the extent permitted by the Administrator and in accordance with its              procedures, a Participant may elect to change the form of payment with respect to              amounts  covered  by  a  Specific-Year  Election  or  Retirement  Election,  as              applicable, provided that:  (i) the Participant’s election may not be effective until              12 months after the date such election is made; (ii) the election must be made at              least 12 months prior to the date the payment would otherwise be made (or, in the              case  of  installment  payments,  the  date  the  first  amount  was  scheduled  to  be              made); and (iii) with respect to Specific-Year Elections, the payment is delayed              by at least five years from the original payment date (or in the case of installment              payments, the date the first amount was scheduled to be made).  This paragraph              shall not apply with respect to any portion of the Participant’s Frozen Specific-             Year Account.   8B.   Distribution  Elections  and  Distributions  with  Respect  to  Specified  Elective  Accounts.         The provisions of this Section 8B apply only to the Accounts (and deemed earnings and        losses thereon) that are Specified Elective Accounts, effective as of the Restatement Date.         8B.01. Specified Elective Account Distribution Election.  Notwithstanding any Specific-             Year Election or Retirement Election or any provision of the Plan in effect prior              to  the Effective  Date,  effective  as  of  the  Restatement  Date,  a  Participant’s              Specified  Elective  Accounts  shall  be  paid  in  ten  (10)  annual  installments              commencing  on  the  Scheduled  Distribution  Date  that  occurs  in  the  Plan  Year                                         14  7260/58178-001 CURRENT/105241208v3  





 






            immediately following the Plan Year in which the earliest of the following events              occurs:               (a)   the Participant’s Retirement;               (b)   the Participant’s Disability;               (c)   the Participant’s termination of employment (which is also a “separation                    from service” under Section 409A) for any reason other than Retirement,                    death, or Disability; or               (d)   the Participant’s attainment of age 70 while employed;               provided,  that  upon  the  Participant’s  death,  the  Participant’s  Specified  Elective              Accounts  shall  be  paid  to  the  Beneficiary  of  the  Participant  in  a  lump  sum              payment as soon as practicable (and in no event later than 70 days following) the              Participant’s death.         8B.02. Change  in  Time  and  Form  of  Payment  of  Specified  Elective  Account.  To  the              extent  permitted  by  the  Administrator  and  in  accordance  with  its  procedures,  a              Participant may elect to change the time and form of payment of the Participant’s              Specified Elective Accounts, provided that:  (i) the Participant’s election may not              be effective until 12 months after the date such election is made; (ii) in the case of              a payment at a specified time or pursuant to a fixed schedule, the election must be              made at least 12 months prior to the date the payment would otherwise be made              (or, in the case of installment payments, the date the first amount was scheduled              to be made); and (iii) in the case of a payment not on account of the Participant’s              death  or  Disability  or  on account  of  the  occurrence  of  an  Unforeseeable              Emergency,  the  payment  is  delayed  by  at  least  five  years  from  the  original              payment  date (or in  the  case of installment payments,  the date the first  amount              was scheduled to be made).         8B.03. Distributions  of  Specified  Elective  Accounts.  Except  as  otherwise  provided  in              Section  8B.03(b),  this Section  8B.03  (and  not  Section  9)  shall  apply  to              distributions of Specified Elective Accounts notwithstanding anything in Section              9 to the contrary.               (a)   The  Participant’s  Specified  Elective  Accounts  shall  be  distributed  in                    accordance  with  the  provisions  of  Section  8B.01,  except  as  may  be                    modified in accordance with (and only as permitted and effective under)                    Section 8B.02.                     Notwithstanding the foregoing, if the Participant is deemed on the date of                    his “separation  from  service” to  be  a “specified  employee” within  the                    meaning  of  that  term  under  Section  409A,  then  with  regard  to  any                    payment  or  the  provision  of  any benefit  that  is  considered  nonqualified                    deferred compensation under Section 409A (after taking into account all                    applicable exclusions and exemptions) and that is payable on account of                                         15  7260/58178-001 CURRENT/105241208v3  





 






                  the Participant’s “separation from service,” such payment or benefit shall                    not  be  made  or  provided  until  the  date  which  is  the  earlier  of  (i)  the                    expiration  of  the  six  (6)-month  period  measured  from  the  date  of  the                    Participant’s “separation  from  service” ,  and  (ii)  the  date  of  the                    Participant’s death (the “Delayed Payment Date”, and the period from the                    date of termination through Delayed Payment Date, the “Delay Period”).                     Upon  the  expiration  of  the  Delay  Period,  all  payments  and  benefits                    delayed  pursuant  to  this  paragraph  (whether  they  would  have  otherwise                    been  payable  in  a  single  sum  or  in  installments  in  the  absence  of  such                    delay) shall be paid or reimbursed on the first business day following the                    expiration of the Delay Period to the Participant in a lump sum, and any                    remaining  payments  shall  be  paid  or  provided  in  accordance  with  the                    normal payment dates specified for them herein.               (b)   For  purposes  of  determining  the  amount  of  a  distribution  made  on  a                    Scheduled Distribution Date, a Participant’s Specified Elective Accounts                    shall be valued in accordance with the provisions of Section 9.01.   9.    Distributions         Except as otherwise provided in Section 8B with respect to Specified Elective Accounts:         9.01. Valuation of Accounts.               (a)   For  purposes  of  determining  the  amount  of  a  distribution  made  on  a                    Scheduled Distribution Date, a Participant’s Account shall be valued as of                    the  January  1  Valuation  Date  immediately  preceding  such  Scheduled                    Distribution Date.               (b)   For purposes of determining the amount of a distribution made on a date                    other than a Scheduled Distribution Date, a Participant’s Account shall be                    valued as of the last Quarterly Date preceding the date of the distribution.                     In the event that a distribution would otherwise be made on a date that is                    more than 60 days  after the most recent  Quarterly  Date, the distribution                    shall be postponed until after the next Quarterly Date.         9.02. Specific-Year Distribution.               (a)   Except  as  otherwise  provided  in  this  Section  9, a  Participant’s  Specific-                   Year Account shall be distributed at the time and in the manner specified                    in his or her Specific-Year Election.               (b)   In  no  event  may  the  amount  distributed  to  a  Participant  pursuant  to  a                    Specific-Year Account  Election exceed the  amount  of his  or her Vested                    Specific-Year  Account.  Any  amount  that  is  prevented  from  being                    distributed pursuant to this limitation shall be retained in the Specific-Year                    Account.                                         16  7260/58178-001 CURRENT/105241208v3  





 






            (c)   If, as a result of the limitation in Section 9.02(b), an amount remains in a                    Participant’s  Specific-Year  Account  after  the  last  scheduled  installment                    has been distributed, such amount shall be distributed to the Participant if                    and  to  the  extent  it  becomes  vested  on  the  next  Scheduled  Distribution                    Date.         9.03. Distribution Upon Retirement (and Six Month Delay for Specified Employees).               (a)   Following  a  Participant’s  Retirement,  the  balance  in  his  or  her  Vested                    Retirement  Account  shall be  distributed  in  accordance  with  his  or  her                    Retirement  Election.  A  lump-sum  payment  shall  be  made,  and  an                    installment  distribution  shall  commence,  on  the  Scheduled  Distribution                    Date that occurs in the Plan Year immediately following the Plan Year in                    which the Participant terminates employment by reason of Retirement.                     If a Participant is deemed to be a “specified employee” within the meaning                    of Section 409A at the time of such Participant’s Retirement, then, to the                    extent necessary to comply with Section 409A with respect to his or her                    Vested Retirement Account, distributions of such amount shall not be paid                    (or commence) earlier than the date that is at least six months following                    the  date  of  such  specified  employee’s “separation  from  service” (as                    defined in Section 409A).  If applicable, in the case of a lump sum, such                    amount shall be paid on the first day of the seventh month following the                    Retirement.  If  applicable,  in  the  case  of installment  payments,  any                    installment that the Participant would have otherwise received hereunder                    during such six month period shall be accumulated and paid on the first                    day of the seventh month following the Participant’s Retirement.               (b)   If,  at  the  time  of  a  Participant’s  Retirement,  distributions  of  his  or  her                    Vested  Specific-Year Account  have  commenced  pursuant  to  a  Specific-                   Year Election, any remaining installments shall be paid in accordance with                    such Specific-Year Election.               (c)   If,  at  the  time  of  a  Participant’s  Retirement,  payments  pursuant  to  a                    Specific-Year  Election  have  not  commenced,  notwithstanding  any                    provision to the contrary herein, the Participant’s Specific-Year Election                    shall be of no further effect and the Participant’s Specific-Year Account                    shall be distributed in the same manner as his or her Retirement Account                    pursuant to Sections 9.03(a) and 9.04.         9.04. Post-Retirement  Probation  Period.  If,  following  a  Participant’s  Retirement,  the              unvested portions of his or her Retirement Account and (if applicable) Specific-             Year Account become vested in accordance with Section 7.04 at the end of the              Participant’s Probation Period, such portions shall be payable as provided in this              Section 9.04.                                          17  7260/58178-001 CURRENT/105241208v3  





 






            (a)   If, at the end of the Probation Period, one or more payment dates remain                    pursuant  to  the  Participant’s  Retirement  Election  and/or  Specific-Year                    Election,  the  newly  vested  portions  of  the  Participant’s  Retirement                    Account and Specific-Year Account shall be distributed ratably with the                    remainder  of  the  Participant’s  Retirement  Account  and  Specific-Year                    Account, respectively, in accordance with such election.               (b)   If,  prior  to  the  end  of  the  Probation  Period,  all  other  amounts  in  the                    Participant’s Retirement Account and/or Specific-Year Account had been                    distributed,  the  newly  vested  amount  in  the  Participant’s  Retirement                    Account and/or Specific-Year Account shall be distributed in a lump sum                    on the first Scheduled Distribution Date following the end of the Probation                    Period.         9.05. Distribution  Following  Death  or  Disability.  In  the  event  of  a  Participant’s              termination of employment by reason of the Participant’s death or Disability, then              notwithstanding  the  Participant’s  Retirement  Election  and  any Specific-Year              Elections the balance in his or her Account shall be distributed to the Participant              (or, in the event of the Participant’s death, to his or her Beneficiary) as soon as              practicable and in no event later than 70 days following such event.         9.06. Distribution  Following  Termination  for  Other  Reasons.  In  the  event  of  a              Participant’s  termination  of employment  (which  is  also  a “separation  from              service” under  Section  409A) for  any  reason  other  than  Retirement,  death,  or              Disability,  then  notwithstanding  the  Participant’s  Retirement  Election  and  any              Specific- Year Elections the balance in the Participant’s Vested Account shall be              paid  to  him  or  her  in  a  lump  sum  as  soon  as  practicable  following  such              termination but in no event later than 70 days following such termination.               Notwithstanding the foregoing, if required under Section 409A due to the fact that              the  Participant  is  a “specified  employee” under  Section  409A  and  the  amount              payable  is  considered “deferred  compensation” of  a  type  requiring  a  six-month              delay  under  Section  409A,  the  amount  payable  shall  be  subject  to  a  six-month              delay  in  payment,  and  shall  be  paid  on  the  first  day  of  the  seventh  month              following the termination of employment.   10.   Beneficiary Designation         10.01. A  Participant  may  from  time  to  time  designate  one  or  more  Beneficiaries  to              receive  such  benefits  as  may  be  payable  under  the  Plan  on  or  after  the              Participant’s death on such form as the Administrator shall prescribe.  Any such              designation will be effective only if properly filed with the Administrator during              the  Participant’s  lifetime,  and  shall  revoke  all  prior  designations  by  the              Participant.         10.02. To the extent permitted by Section 409A, if at the time a benefit payment is due              following a Participant’s death there is no living Beneficiary validly named by the                                         18  7260/58178-001 CURRENT/105241208v3  





 






            Participant, the Company shall pay any such benefit payment in order of priority              to (i) the Participant’s spouse, (ii) the Participant’s then living descendants, if any,              per  stirpes,  or  (iii)  the  Participant’s  estate.  In  determining  the  existence  or              identity  of  anyone  entitled  to  a  benefit  payment,  the  Administrator  may  rely              conclusively  upon  information  supplied  by  the  Participant’s  personal              representative, executor, or administrator.  If a question arises as to the existence              or identity of anyone entitled to receive a benefit payment, or if a dispute arises              with respect to any such payment, the Administrator may, in its sole discretion,              distribute such payment to the Participant’s estate without liability for any tax or              other consequences that might flow therefrom or may take such other action as it              deems appropriate.   11.   Change in Control         11.01. The Administrator may take such actions in anticipation of a Change in Control as              it  deems  appropriate  to  ensure  the  security  of  Participants’ benefit  entitlements              with respect to their Vested Accounts.         11.02. In the event of the occurrence of a Change in Control, the Company shall, prior to              such Change in Control or within 30 days thereafter, contribute to a “rabbi trust”              assets having a fair market value at least equal to the sum of the Vested Account              balances of the Participants in the Plan at such time.  Under the terms of the trust              agreement establishing such rabbi trust, assets of the rabbi trust shall be available              only  to  pay  benefits  under  the  Plan  except  in  the  event  of  the  Company’s              bankruptcy or insolvency (or under such other limited circumstances as may be              required to  enable the Plan to  continue to  be treated as “unfunded” for  Federal              income tax and ERISA purposes).   12.   Distribution on Unforeseeable Emergency:         12.01. Unforeseeable  Emergencies.  In  the  event  of  a  Participant’s  Unforeseeable              Emergency (as defined below), such Participant may request a distribution from              his or her Vested Account.  Any such request shall be subject to the approval of              the  Administrator,  which  approval  (a)  shall  only  be  granted  to  the  extent              reasonably  needed  to  satisfy  the  need  created  by  the  Unforeseeable  Emergency              (which  will  take  into  account  any  additional  compensation  available  due  to              cancellation  of  deferral  elections  hereunder),  plus  an  amount  necessary  to  pay              taxes  reasonably  anticipated  as  a  result  of  the  distribution,  and  (b)  shall  not  be              granted to the extent that such need may be relieved (i) through reimbursement or              compensation  by  insurance  or  otherwise  (ii)  by  liquidation  of  the  Participant’s              assets (to the extent the liquidation of such assets would not itself cause severe              financial  hardship)  or  (iii)  by  cessation  of  deferrals  under  the  Plan.  Any  such              request  must  be  accompanied  or  supplemented  by  such  written  documentation              supporting  the  request  as  the  Administrator  may  require.  An  unforeseeable              emergency withdrawal pursuant to this Section 12.01 shall be taken first from the              Participant’s Vested Retirement Account to the extent thereof and then from the              Participant’s Vested Specific-Year Account.                                         19  7260/58178-001 CURRENT/105241208v3  





 






      12.02. Ineligibility  to  Make  Incentive  Pay  Deferral  Election.  Any  Participant  who              receives  a  distribution  pursuant  to  Section  12.01  shall  be  ineligible  to  make  an              Incentive  Pay  Deferral  Election  with  respect  to  any  Incentive  Pay to  which  the              Participant  becomes  entitled  on  account  of  the  Performance  Year  during  which              such distribution is paid.         12.03. Unforeseeable  Emergency.  An “Unforeseeable  Emergency” means  severe              financial  hardship  to  the  Participant  resulting  from  a  sudden  and  unexpected              illness  or  accident  of  the  Participant  or  his  or  her  dependent,  loss  of  the              Participant’s  property  due  to  casualty,  or  other  similar  extraordinary  and              unforeseeable circumstances arising as a result of events beyond the Participant’s              control.  Examples  of  circumstances  not  qualifying  as  an  Unforeseeable              Emergency include the need to send a Participant’s child to college and the desire              to purchase a home.   13.   Administration         The Administrator shall administer the Plan in accordance with its terms and shall have        all powers necessary to carry out the provisions of the Plan, including without limitation        the power to delegate specific responsibilities for the operation and administration of the        Plan  to  employees  or  agents.  The  Administrator  shall  have  the  full  discretionary        authority  to  interpret  the  Plan  and  shall  determine  all  questions  arising  in  the        administration,  interpretation,  and  application  of  the  Plan,  including  but  not limited  to        questions  of  eligibility  and  the  status  and  rights  of  Employees,  Participants,  and  other        persons.  Benefits  shall  be  paid  under  the  Plan  only  if  the  Administrator  in  its  sole        discretion determines that the applicant is entitled to them.  Any such determination by        the Committee shall be conclusive and binding on all persons.   14.   General Provisions         14.01. No  Contract  of  Employment.  The  establishment  of  the  Plan  shall  not  be              construed as conferring any legal rights upon any employee or Participant for a              continuation of employment, nor shall it interfere with the rights of the Company              to discharge any employee or Participant and to treat such person without regard              to the effect which such treatment might have upon such person as a Participant in              the Plan.         14.02. Withholding.  As a condition to a Participant’s entitlement to benefits hereunder,              the Company shall have the right to deduct from any amounts otherwise payable              to a Participant, whether pursuant to the Plan or otherwise, or otherwise to collect              from the Participant, any required withholding taxes with respect to benefits under              the Plan.         14.03. Participant Elections.  Any elections or designations by the Participant under this              Plan  shall  be  made  in  such  manner  and  under  such  procedures,  including  by              electronic means, as the Administrator may prescribe from time to time.                                          20  7260/58178-001 CURRENT/105241208v3  





 






      14.04. Non-Assignability of Benefits.  Subject to any applicable law, no benefit under              the  Plan  shall  be  subject  in  any  manner  to,  nor  shall  the  Administrator  be              obligated  to  recognize,  any  purported  anticipation,  alienation,  sale,  transfer,              assignment,  pledge,  encumbrance,  or  charge,  and  any  attempt  to  do  so shall  be              void.  No such benefit shall in any manner be liable for or subject to garnishment,              attachment, execution, or a levy, or liable for or subject to the debts, contracts,              liabilities, engagements, or torts of the Participant.         14.05. Incapacity of Recipient.  If any person entitled to a distribution under the Plan is              deemed by the Administrator to be incapable of personally receiving and giving a              valid receipt for such payment, then unless and until claims therefore shall have              been  made  by  a  duly  appointed  guardian  or  other  legal  representative  of  such              person, the Administrator 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              Administrator, the Company, and the Plan therefor.         14.06. Unclaimed Benefit.  In the event that all or any portion of the distribution payable              to a Participant or Beneficiary hereunder shall, at the expiration of five years after              it  shall  become  payable,  remain  unpaid  solely  by  reason  of  the  inability  of  the              Administrator  to  ascertain  the  whereabouts  of  such  Participant  or  Beneficiary              after sending a registered letter, return receipt requested, to the last known address              and after further diligent effort, the amount so distributable shall be treated as a              forfeiture and shall be retained by the Company as part of its general assets.         14.07. Claims  Procedure.  A  claim  for  a  Plan  benefit  shall  be  deemed  filed  when  a              written communication is made by a Participant or Beneficiary, or the authorized              representative of either, which is reasonably calculated to bring the claim to the              attention of the Administrator.  If a claim is wholly or partially denied, notice of              such  decision  shall  be  furnished  to  the  claimant  in  written  or  electronic  format              within 90 days after receipt of the claim by the Administrator.  Such notice shall              set forth, in a manner calculated to be understood by the claimant, (i) the specific              reason or reasons for the denial, (ii) specific reference to pertinent Plan provisions              on  which  the  denial  is  based,  (iii)  a  description  of  any  additional  material  or              information  necessary  to  perfect  the  claim  and  an  explanation  of  why  such              material or information is necessary, and (iv) an explanation of the Plan’s claims              review procedure, including a statement of the Participant’s rights to bring a civil              action under Section 502(a) of ERISA following an adverse benefit determination              on  review.  If  no  such  notice  is  furnished  to  the  claimant  within  90  days  after              receipt  of  a  claim  by  the  Administrator,  such  claim  shall  be  deemed  wholly              denied.               Within 60 days  from  the receipt of the notice of denial, a claimant may appeal              such denial to the Administrator for a full and fair review.  The review shall be              instituted by the filing of a written request for review by the claimant or his or her              authorized representative within the 60-day period referred to above.  A request                                         21  7260/58178-001 CURRENT/105241208v3  





 






            for review shall be deemed filed as of the date of receipt of such written request              by the Administrator.  The claimant or his or her authorized representative shall              have  the  right  to  review  all  pertinent  documents,  may  submit  issues  and              comments  in  writing,  and  may  do  such  other  appropriate  things  as  the              Administrator may allow.  The decision of the Administrator shall be made not              later  than  60  days  after  the  receipt  of  the  request  for  review,  unless  special              circumstances, such as the need to hold a hearing, require an extension of time, in              which case a decision shall be rendered not later than 120 days after the receipt of              a request for review.  Such decision shall be final and binding on the claimant.         14.08. Successor Companies.  The Plan shall be binding upon the successors and assigns              of  the  Company.  The  Company  shall  require  any  successor  (whether  direct  or              indirect, and whether by purchase, merger, consolidation, or otherwise) to all or              substantially all of the business or assets of the Company, by written agreement to              expressly assume and agree to perform the Company’s obligations under the Plan              in the same manner and to the same extent that the Company would be required to              perform  them  if  no  such  succession  had  taken  place.  The  provisions  of  this              Section  14.08  shall  continue  to  apply  to  each  subsequent  Company  of  the              Participant  hereunder  in  the  event  of  any  subsequent  merger,  consolidation,  or              transfer of assets of such subsequent Company.         14.09. Governing Law.  This Plan shall be construed in accordance with and governed              by the laws of the State of New York without giving effect to the conflict of law              principles thereof.         14.10. Section 409A of the Code.               (a)   This  Plan  is  intended  to comply  with  the  applicable  requirements  of                    Section  409A  and  shall  be  limited,  construed  and  interpreted  in                    accordance with such intent.  Consistent with the foregoing, any changes                    made  in  the  amended  and  restated  Plan  to  provisions  affecting  the                    Grandfathered  Account  are  intended  to  be  clarifying  changes  consistent                    with  historic  practices  in  administering  the  Plan  prior  to  the  Effective                    Date.  Notwithstanding  the  foregoing,  with  respect  to  the  Specified                    Elective Accounts:  (i) the restatement of the Plan as of the Restatement                    Date is intended to be a material modification of the Plan with respect to                    such Specified Elective Accounts, and (ii) from and after the Restatement                    Date,  the  Plan,  as  amended  hereby,  is  intended  to  comply  with  the                    applicable requirements  of Section 409A and shall be limited, construed                    and interpreted in accordance with such intent.  The Company makes no                    guarantee with respect to the tax treatment of payments hereunder, and the                    Company  shall  not  be  responsible  in  any  event  with  regard  to non-                   compliance with Section 409A.               (b)   If under this Plan, an amount is to be paid in two or more installments, for                    purposes of Section 409A, each installment shall be treated as a separate                    payment.                                         22  7260/58178-001 CURRENT/105241208v3  





 






15.   Source of Benefits         The Plan is an unfunded plan maintained by the Company for the purpose of providing        deferred  compensation  for  a  select  group  of  management  or  highly  compensated        employees.  Benefits  under  the  Plan  shall  be  payable  from  the  general  assets  of  the        Company.  The Plan shall not be construed as conferring on a Participant any right, title,        interest,  or  claim  in  or  to  any  specific  asset,  reserve,  account,  or  property  of  any  kind        possessed by the Company.  References in the Plan to Deemed Investment Choices are        for the  sole  purpose  of  attributing  hypothetical  investment performance  to  each        Participant’s Deemed Investment Account.  Nothing herein shall require the Company to        invest, earmark, or set aside its general assets in any specific manner.  To the extent that a        Participant or any other person acquires a right to receive payments from the Company,        such right shall be no greater than the right of an unsecured general creditor.   16.   Effective Date         This Plan is effective as of January 1, 2019.   17.   Amendment or Termination         The  Board  reserves  the  right  to  amend  or  terminate  this  Plan  at  any  time;  provided,        however, that without such Participant’s written consent, no amendment or termination of        the Plan shall adversely affect the right of any Participant to receive, or otherwise result        in a material adverse effect on such Participant’s rights under the Plan with respect to, his        or her accrued benefits as determined as of the date of amendment or termination.  The        lump-sum  payment  to  a  Participant  of  his  or  her  entire  Account  balance  upon  a  Plan        termination,  effected  in  a  manner  intended  to  comply  with  Section  409A  of  the  Code,        shall not be deemed to violate the proviso of the preceding sentence.                                          23  7260/58178-001 CURRENT/105241208v3  





 






                  IN WITNESS WHEREOF, the Company has adopted this Plan on this 15t day of January  2019.                                       OPPENHEIMER & CO. INC.                                       By:                                                                        Its:                                                [Signature Page to 2019 Executive Deferred Compensation Plan]  7260/58178-001 CURRENT/105241208v3