ex1072-basic_planxdocume






                                                                                                                                     VOLUME SUBMITTER                                DEFINED CONTRIBUTION PLAN                           FIDELITY BASIC PLAN DOCUMENT NO. 17                                                                                                                                                                                                                                                  Fidelity Management & Research Company and its affiliates do not provide tax or legal advice. Nothing herein or in any  attachments hereto should be construed, or relied upon, as tax or legal advice.     IRS CIRCULAR 230 DISCLOSURE:  To the extent this document (including attachments), mentions or references any tax  matter, it is not intended or written to be used, and cannot be used by the recipient or any other person, for the purpose of (1)  avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to another party the  matter addressed herein.  Please consult an independent tax advisor for advice on your particular circumstances.    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                            © 2014 FMR LLC                                          All rights reserved. 





 






                                       VOLUME SUBMITTER                                  DEFINED CONTRIBUTION PLAN   PREAMBLE. .............................................................................................................................................................................. 1   ARTICLE 1.   ADOPTION AGREEMENT. ....................................................................................................................... 1   ARTICLE 2.   DEFINITIONS. ............................................................................................................................................. 1    2.01.   DEFINITIONS. .......................................................................................................................................... 1    2.02.   INTERPRETATION AND CONSTRUCTION OF TERMS. ..............................................................................  9    2.03.   SPECIAL EFFECTIVE DATES. .................................................................................................................. 9  ARTICLE 3.   SERVICE. .................................................................................................................................................... 10    3.01.   CREDITING OF ELIGIBILITY SERVICE. .................................................................................................  10    3.02.   RE-CREDITING OF ELIGIBILITY SERVICE FOLLOWING TERMINATION OF EMPLOYMENT. .............. 10    3.03.   CREDITING OF VESTING SERVICE. .......................................................................................................  10    3.04.   APPLICATION OF VESTING SERVICE TO A PARTICIPANT'S ACCOUNT FOLLOWING A BREAK IN VESTING            SERVICE. ............................................................................................................................................... 10    3.05.   SERVICE WITH PREDECESSOR EMPLOYER. ......................................................................................... 10    3.06.   CHANGE IN SERVICE CREDITING. ........................................................................................................ 11  ARTICLE 4.   PARTICIPATION. ..................................................................................................................................... 11    4.01.   DATE OF PARTICIPATION. .................................................................................................................... 11    4.02.   TRANSFERS OUT OF COVERED EMPLOYMENT. ...................................................................................  11    4.03.   TRANSFERS INTO COVERED EMPLOYMENT. ....................................................................................... 11    4.04.   RESUMPTION OF PARTICIPATION FOLLOWING REEMPLOYMENT. .....................................................  11  ARTICLE 5.   CONTRIBUTIONS. .................................................................................................................................... 12    5.01.   CONTRIBUTIONS SUBJECT TO LIMITATIONS. ...................................................................................... 12    5.02.   COMPENSATION TAKEN INTO ACCOUNT IN DETERMINING CONTRIBUTIONS. ...................................  12    5.03    DEFERRAL CONTRIBUTIONS. ............................................................................................................... 12    5.04.   EMPLOYEE CONTRIBUTIONS. ...............................................................................................................  14    5.05.   NO DEDUCTIBLE EMPLOYEE CONTRIBUTIONS. .................................................................................. 14    5.06.   ROLLOVER CONTRIBUTIONS. ...............................................................................................................  14    5.07.   QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS. .................................................................. 15    5.08.   MATCHING EMPLOYER CONTRIBUTIONS. ...........................................................................................  15    5.09.   QUALIFIED MATCHING EMPLOYER CONTRIBUTIONS. ........................................................................  16    5.10.   NONELECTIVE EMPLOYER CONTRIBUTIONS. ......................................................................................  16    5.11.   VESTED INTEREST IN CONTRIBUTIONS. ...............................................................................................  17    5.12.   TIME FOR MAKING CONTRIBUTIONS. ..................................................................................................  18    5.13.   RETURN OF EMPLOYER CONTRIBUTIONS. ...........................................................................................  18    5.14.   FROZEN PLAN. ...................................................................................................................................... 18  ARTICLE 6.   LIMITATIONS ON CONTRIBUTIONS.................................................................................................. 18    6.01.   SPECIAL DEFINITIONS. ......................................................................................................................... 18    6.02.   CODE SECTION 402(G) LIMIT ON DEFERRAL CONTRIBUTIONS. ......................................................... 24    6.03.   ADDITIONAL LIMIT ON DEFERRAL CONTRIBUTIONS ("ADP" TEST). ............................................... 25    6.04.   ALLOCATION AND DISTRIBUTION OF "EXCESS CONTRIBUTIONS". ................................................... 25    6.05.   REDUCTIONS IN DEFERRAL CONTRIBUTIONS TO MEET CODE REQUIREMENTS. .............................. 26    6.06.   LIMIT ON MATCHING EMPLOYER CONTRIBUTIONS AND EMPLOYEE CONTRIBUTIONS ("ACP" TEST).            26    6.07.   ALLOCATION, DISTRIBUTION, AND FORFEITURE OF "EXCESS AGGREGATE CONTRIBUTIONS". ..... 27  Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                                i 





 






      6.08.   INCOME OR LOSS ON DISTRIBUTABLE CONTRIBUTIONS. ....................................................................  27    6.09.   DEEMED SATISFACTION OF "ADP" TEST. .......................................................................................... 28    6.10.   DEEMED SATISFACTION OF "ACP" TEST WITH RESPECT TO MATCHING EMPLOYER CONTRIBUTIONS.            29    6.11.   CHANGING TESTING METHODS. .......................................................................................................... 30    6.12.   CODE SECTION 415 LIMITATIONS. .......................................................................................................  31  ARTICLE 7.   PARTICIPANTS' ACCOUNTS. ............................................................................................................... 32    7.01.   INDIVIDUAL ACCOUNTS. .......................................................................................................................  32    7.02.   VALUATION OF ACCOUNTS................................................................................................................... 32  ARTICLE 8.   INVESTMENT OF CONTRIBUTIONS. .................................................................................................. 32    8.01.   MANNER OF INVESTMENT. ................................................................................................................... 32    8.02.   INVESTMENT DECISIONS. ..................................................................................................................... 33    8.03.   PARTICIPANT DIRECTIONS TO TRUSTEE. ............................................................................................ 34  ARTICLE 9.   PARTICIPANT LOANS. ........................................................................................................................... 34    9.01.   SPECIAL DEFINITION. ........................................................................................................................... 34    9.02.   PARTICIPANT LOANS. ........................................................................................................................... 34    9.03.   SEPARATE LOAN PROCEDURES. ...........................................................................................................  34    9.04.   AVAILABILITY OF LOANS. .................................................................................................................... 34    9.05.   LIMITATION ON LOAN AMOUNT. ......................................................................................................... 34    9.06.   INTEREST RATE. ................................................................................................................................... 34    9.07.   LEVEL AMORTIZATION. ....................................................................................................................... 34    9.08.   SECURITY. ............................................................................................................................................. 35    9.09.   LOAN REPAYMENTS. ............................................................................................................................. 35    9.10.   DEFAULT. .............................................................................................................................................. 35    9.11.   EFFECT OF TERMINATION WHERE PARTICIPANT HAS OUTSTANDING LOAN BALANCE. .................. 35    9.12.   DEEMED DISTRIBUTIONS UNDER CODE SECTION 72(P)...................................................................... 35    9.13.   DETERMINATION OF VESTED INTEREST UPON DISTRIBUTION WHERE PLAN LOAN IS OUTSTANDING.36  ARTICLE 10.  IN-SERVICE WITHDRAWALS. .............................................................................................................. 36    10.01.  AVAILABILITY OF IN-SERVICE WITHDRAWALS. ................................................................................. 36    10.02.  WITHDRAWAL OF EMPLOYEE CONTRIBUTIONS. .................................................................................  36    10.03.  WITHDRAWAL OF ROLLOVER CONTRIBUTIONS.................................................................................. 36    10.04.  AGE 59 1/2 WITHDRAWALS. ................................................................................................................. 36    10.05.  HARDSHIP WITHDRAWALS. ..................................................................................................................  37    10.06.  ADDITIONAL IN-SERVICE WITHDRAWAL RULES. ............................................................................... 38    10.07.  RESTRICTIONS ON IN-SERVICE WITHDRAWALS. ................................................................................ 38    10.08   QUALIFIED DISASTER DISTRIBUTIONS. ............................................................................................... 38    10.09.  QUALIFIED RESERVIST DISTRIBUTIONS. ............................................................................................. 39    10.10.  AGE 62 DISTRIBUTION OF MONEY PURCHASE BENEFITS. .................................................................. 39  ARTICLE 11.  RIGHT TO BENEFITS. ............................................................................................................................. 39    11.01.  NORMAL OR EARLY RETIREMENT. ......................................................................................................  39    11.02.  LATE RETIREMENT. .............................................................................................................................. 39    11.03.  DISABILITY RETIREMENT. ....................................................................................................................  39    11.04.  DEATH. .................................................................................................................................................. 39    11.05.  OTHER TERMINATION OF EMPLOYMENT. ........................................................................................... 40    11.06.  APPLICATION FOR DISTRIBUTION. .......................................................................................................  40    11.07.  APPLICATION OF VESTING SCHEDULE FOLLOWING PARTIAL DISTRIBUTION. ..................................  40    11.08.  FORFEITURES. ....................................................................................................................................... 40    11.09.  APPLICATION OF FORFEITURES. .......................................................................................................... 41    11.10.  REINSTATEMENT OF FORFEITURES. .................................................................................................... 41   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                                ii 





 






      11.11.  ADJUSTMENT FOR INVESTMENT EXPERIENCE. ................................................................................... 41  ARTICLE 12.  DISTRIBUTIONS. ...................................................................................................................................... 41    12.01.  RESTRICTIONS ON DISTRIBUTIONS. ..................................................................................................... 41    12.02.  TIMING OF DISTRIBUTION FOLLOWING RETIREMENT OR TERMINATION OF EMPLOYMENT. .......... 42    12.03.  PARTICIPANT CONSENT TO DISTRIBUTION. ........................................................................................ 42    12.04.  REQUIRED COMMENCEMENT OF DISTRIBUTION TO PARTICIPANTS. ................................................. 43    12.05.  REQUIRED COMMENCEMENT OF DISTRIBUTION TO BENEFICIARIES. ................................................ 43    12.06.  WHEREABOUTS OF PARTICIPANTS AND BENEFICIARIES. ................................................................... 44  ARTICLE 13.  FORM OF DISTRIBUTION. ..................................................................................................................... 44    13.01.  NORMAL FORM OF DISTRIBUTION UNDER PROFIT SHARING PLAN. ..................................................  44    13.02.  CASH OUT OF SMALL ACCOUNTS. .......................................................................................................  44    13.03.  MINIMUM DISTRIBUTIONS. .................................................................................................................. 45    13.04.  DIRECT ROLLOVERS. ............................................................................................................................  47    13.05.  NOTICE REGARDING TIMING AND FORM OF DISTRIBUTION. ............................................................. 48    13.06.  DETERMINATION OF METHOD OF DISTRIBUTION. .............................................................................. 48    13.07.  NOTICE TO TRUSTEE. ........................................................................................................................... 49  ARTICLE 14.  SUPERSEDING ANNUITY DISTRIBUTION PROVISIONS. .............................................................. 49    14.01.  SPECIAL DEFINITIONS. ......................................................................................................................... 49    14.02.  APPLICABILITY. .................................................................................................................................... 49    14.03.  ANNUITY FORM OF PAYMENT. ............................................................................................................. 49    14.04.  "QUALIFIED JOINT AND SURVIVOR ANNUITY" AND "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY"            REQUIREMENTS. ................................................................................................................................... 50    14.05.  WAIVER OF THE "QUALIFIED JOINT AND SURVIVOR ANNUITY" AND/OR "QUALIFIED PRERETIREMENT            SURVIVOR ANNUITY" RIGHTS. ............................................................................................................ 50    14.06.  SPOUSE'S CONSENT TO WAIVER. ......................................................................................................... 51    14.07.  NOTICE REGARDING "QUALIFIED JOINT AND SURVIVOR ANNUITY". ...............................................  51    14.08.  NOTICE REGARDING "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY". .................................... 51    14.09.  FORMER SPOUSE. .................................................................................................................................. 52  ARTICLE 15.  TOP-HEAVY PROVISIONS. .................................................................................................................... 52    15.01.  DEFINITIONS. ........................................................................................................................................ 52    15.02.  APPLICATION. ....................................................................................................................................... 53    15.03.  MINIMUM CONTRIBUTION. .................................................................................................................. 53    15.04.  DETERMINATION OF MINIMUM REQUIRED CONTRIBUTION. ..............................................................  54    15.05.  ACCELERATED VESTING. ..................................................................................................................... 54    15.06.  EXCLUSION OF COLLECTIVELY-BARGAINED EMPLOYEES. ................................................................  54  ARTICLE 16.  AMENDMENT AND TERMINATION. ..................................................................................................... 55    16.01.  AMENDMENTS BY THE EMPLOYER THAT DO NOT AFFECT VOLUME SUBMITTER STATUS. ............... 55    16.02.  AMENDMENTS BY THE EMPLOYER ADOPTING PROVISIONS NOT INCLUDED IN VOLUME SUBMITTER            SPECIMEN PLAN. ................................................................................................................................... 55    16.03.  AMENDMENT BY THE VOLUME SUBMITTER SPONSOR. .......................................................................  55    16.04.  AMENDMENTS AFFECTING VESTED INTEREST AND/OR ACCRUED BENEFITS. ...................................  55    16.05.  RETROACTIVE AMENDMENTS MADE BY VOLUME SUBMITTER SPONSOR. ......................................... 55    16.06.  TERMINATION AND DISCONTINUATION OF CONTRIBUTIONS. .............................................................  56    16.07.  DISTRIBUTION UPON TERMINATION OF THE PLAN. .............................................................................  56    16.08.  MERGER OR CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS. ............................................. 56  ARTICLE 17.  AMENDMENT AND CONTINUATION OF PRIOR PLAN; TRANSFER OF FUNDS TO OR  FROM OTHER QUALIFIED PLANS. ................................................................................................................................. 56    17.01.  AMENDMENT AND CONTINUATION OF PRIOR PLAN. ...........................................................................  56   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               iii 





 






      17.02.  TRANSFER OF FUNDS FROM AN EXISTING PLAN.................................................................................. 57    17.03.  ACCEPTANCE OF ASSETS BY TRUSTEE. ................................................................................................  58    17.04.  TRANSFER OF ASSETS FROM TRUST. ................................................................................................... 58  ARTICLE 18.  MISCELLANEOUS. ................................................................................................................................... 59    18.01.  COMMUNICATION TO PARTICIPANTS. ..................................................................................................  59    18.02.  LIMITATION OF RIGHTS. ...................................................................................................................... 59    18.03.  NONALIENABILITY OF BENEFITS. .........................................................................................................  59    18.04.  QUALIFIED DOMESTIC RELATIONS ORDERS PROCEDURES. ...............................................................  59    18.05.  APPLICATION OF PLAN PROVISIONS FOR MULTIPLE EMPLOYER PLANS. ..........................................  60    18.06.  VETERANS REEMPLOYMENT RIGHTS. ................................................................................................. 60    18.07.  FACILITY OF PAYMENT. ....................................................................................................................... 60    18.08.  INFORMATION BETWEEN EMPLOYER AND/OR ADMINISTRATOR AND TRUSTEE. ............................... 61    18.09.  EFFECT OF FAILURE TO QUALIFY UNDER CODE. ............................................................................... 61    18.10.  DIRECTIONS, NOTICES AND DISCLOSURE. ...........................................................................................  61    18.11.  GOVERNING LAW. ................................................................................................................................ 61    18.12.  DISCHARGE OF DUTIES BY FIDUCIARIES. ............................................................................................ 61  ARTICLE 19.  PLAN ADMINISTRATION. ...................................................................................................................... 61    19.01.  POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR. ............................................................... 61    19.02.  NONDISCRIMINATORY EXERCISE OF AUTHORITY. ............................................................................. 62    19.03.  CLAIMS AND REVIEW PROCEDURES. ................................................................................................... 62    19.04.  NAMED FIDUCIARY. .............................................................................................................................. 62    19.05.  COSTS OF ADMINISTRATION. ............................................................................................................... 62  ARTICLE 20.  TRUST AGREEMENT. ............................................................................................................................. 62    20.01.  ACCEPTANCE OF TRUST RESPONSIBILITIES. ....................................................................................... 62    20.02.  ESTABLISHMENT OF TRUST FUND. .......................................................................................................  62    20.03.  EXCLUSIVE BENEFIT. ............................................................................................................................  62    20.04.  POWERS OF TRUSTEE. .......................................................................................................................... 62    20.05.  ACCOUNTS. ........................................................................................................................................... 63    20.06.  APPROVAL OF ACCOUNTS. ................................................................................................................... 63    20.07.  DISTRIBUTION FROM TRUST FUND. ..................................................................................................... 64    20.08.  TRANSFER OF AMOUNTS FROM QUALIFIED PLAN. ..............................................................................  64    20.09.  TRANSFER OF ASSETS FROM TRUST. ................................................................................................... 64    20.10.  SEPARATE TRUST OR FUND. .................................................................................................................  64    20.11.  SELF-DIRECTED BROKERAGE OPTION. ...............................................................................................  65    20.12.  EMPLOYER STOCK INVESTMENT OPTION. .......................................................................................... 66    20.13.  VOTING; DELIVERY OF INFORMATION. ............................................................................................... 70    20.14.  COMPENSATION AND EXPENSES OF TRUSTEE. .................................................................................... 70    20.15.  RELIANCE BY TRUSTEE ON OTHER PERSONS. .....................................................................................  70    20.16.  INDEMNIFICATION BY EMPLOYER. ...................................................................................................... 70    20.17.  CONSULTATION BY TRUSTEE WITH COUNSEL. ....................................................................................  70    20.18.  PERSONS DEALING WITH THE TRUSTEE. ............................................................................................. 71    20.19.  RESIGNATION OR REMOVAL OF TRUSTEE. ..........................................................................................  71    20.20.  FISCAL YEAR OF THE TRUST. ...............................................................................................................  71    20.21.  AMENDMENT. ........................................................................................................................................ 71    20.22.  PLAN TERMINATION. ............................................................................................................................ 71    20.23.  PERMITTED REVERSION OF FUNDS TO EMPLOYER. ............................................................................  71    20.24.  GOVERNING LAW. ................................................................................................................................ 71    20.25.  ASSIGNMENT AND SUCCESSORS. .......................................................................................................... 72  ADDENDUM    RE: AMERICAN TAXPAYER RELIEF ACT OF 2012 AND CODE SECTIONS 401(K) & 401(M) FINAL     REGULATIONS .............................................................................................................................................. 73  ADDENDUM    RE: CODE SECTIONS 401(K) & 401(M) PROPOSED REGULATIONS ............................................................ 75   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                                iv 





 






    ADDENDUM     RE: ERISA SECTION 503 FINAL REGULATIONS ................................................................. 76  ADDENDUM   RE: THE DISASTER TAX RELIEF AND AIRPORT AND AIRWAY EXTENSION ACT OF 2017, THE TAX CUTS                       AND JOBS ACT OF 2017, THE BIPARTISAN BUDGET ACT OF 2018, AND CODE SECTIONS 401(K) AND                       401(M) 2019 FINAL HARDSHIP REGULATIONS  ...................................................................77   Volume Submitter Defined Contribution Plan                                                                Basic Plan Document 17                                                                                                                                        © 2019 FMR LLC                                                               All rights reserved.                                                                        v 





 






    Preamble.  This volume submitter plan consists of three parts:  (1) an Adoption Agreement that is a separate document incorporated by  reference into this Basic Plan Document; (2) this Basic Plan Document; and (3) a Trust Agreement that is a part of this Basic  Plan Document and is found in Article 20.  Each part of the volume submitter plan contains substantive provisions that are  integral to the operation of the plan.  The Adoption Agreement is the means by which an adopting Employer elects the  optional provisions that shall apply under its plan.  The Basic Plan Document describes the standard provisions elected in the  Adoption Agreement.  The Trust Agreement describes the powers and duties of the Trustee with respect to plan assets.   The volume submitter plan is intended to qualify under Code Section 401(a).  Depending upon the Adoption Agreement  completed by an adopting Employer, the volume submitter plan may be used to implement a profit sharing plan with or  without a cash or deferred arrangement intended to qualify under Code Section 401(k).  Provisions appearing on the  Additional Provisions Addendum of the Adoption Agreement, if present, supplement or alter provisions appearing in the  Adoption Agreement and Basic Plan Document in the manner described within that Addendum.  Provisions appearing on the  Plan Superseding Provisions Addendum of the Adoption Agreement, if present, supersede any conflicting provisions  appearing in the Adoption Agreement, Basic Plan Document (other than Article 20) or any addendum to either in the manner  described therein.  Provisions appearing on the Trust Superseding Provisions Addendum of the Adoption Agreement, if  present, supersede any conflicting provisions appearing in Article 20 of the Basic Plan Document in the manner described  therein.     Article 1.   Adoption Agreement.   Article 2.   Definitions.  2.01. Definitions.  Wherever used herein, the following terms have the meanings set forth below, unless a different  meaning is clearly required by the context:        (a)    "Account" means an account established for the purpose of recording any contributions made on behalf of        a Participant and any income, expenses, gains, or losses incurred thereon.  The Administrator shall establish and        maintain sub-accounts within a Participant's Account as necessary to depict accurately a Participant's interest under        the Plan.        (b)    "Active Participant" means any Eligible Employee who has met the requirements of Article 4 to        participate in the Plan and who may be entitled to receive allocations under the Plan.        (c)    "Administrator" means the Employer adopting this Plan, as listed in Subsection 1.02(a) of the Adoption        Agreement, or another person or entity designated by the Employer in Subsection 1.01(c) of the Adoption        Agreement.        (d)    "Adoption Agreement" means Article 1, under which the Employer establishes and adopts, or amends the        Plan and Trust and designates the optional provisions selected by the Employer, and the Trustee accepts its        responsibilities under Article 20.  The provisions of the Adoption Agreement shall be an integral part of the Plan.        (e)    "Annuity Starting Date" means the first day of the first period for which an amount is payable as an        annuity or in any other form permitted under the Plan.        (f)    "Basic Plan Document" means this Fidelity volume submitter plan document, qualified with the Internal        Revenue Service as Basic Plan Document No. 17.        (g)    "Beneficiary" means the person or persons (including a trust) entitled under Section 11.04 or 14.04 to        receive benefits under the Plan upon the death of a Participant.        (h)    "Break in Vesting Service" means a 12-consecutive-month period beginning on an Employee's Severance        Date or any anniversary thereof in which the Employee is not credited with an Hour of Service.  Notwithstanding        the foregoing, the following special rules apply in determining whether an Employee who is on leave has incurred a        Break in Vesting Service:    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2014 FMR LLC                                          All rights reserved.                                                1 





 






                (1)    If an individual is absent from work because of maternity/paternity leave on the first anniversary               of his Severance Date, the 12-consecutive-month period beginning on the individual's Severance Date shall               not constitute a Break in Vesting Service.  For purposes of this paragraph, "maternity/paternity leave"               means a leave of absence (i) by reason of the pregnancy of the individual, (ii) by reason of the birth of a               child of the individual, (iii)  by reason of the placement of a child with the individual in connection with the               adoption of such child by the individual, or (iv) for purposes of caring for a child for the period beginning               immediately following such birth or placement.               (2)   If an individual is absent from work because of FMLA leave and returns to employment with the               Employer or a Related Employer following such FMLA leave, he shall not incur a Break in Vesting               Service due to such FMLA leave.  For purposes of this paragraph, "FMLA leave" means an approved leave               of absence pursuant to the Family and Medical Leave Act of 1993.        (i)    "Catch-Up Contribution" means any Deferral Contribution made to the Plan by the Employer in        accordance with the provisions of Subsection 5.03(a).        (j)    "Code" means the Internal Revenue Code of 1986, as amended from time to time.        (k)    "Compensation"  means wages as defined in Code Section 3401(a) (for purposes of income tax        withholding at the source) plus amounts that would be included in wages but for an election under Code Section        125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b) and all other payments of compensation to an Eligible        Employee by the Employer (in the course of the Employer's trade or business) for services to the Employer while        employed as an Eligible Employee for which the Employer is required to furnish the Eligible Employee a written        statement under Code Sections 6041(d), 6051(a)(3) and 6052.   In addition, Compensation includes all amounts        listed in paragraph (2) of this Subsection (k) below as exceptions to the definition of “severance amounts” therein.         Compensation must be determined without regard to any rules under Code Section 3401(a) that limit the        remuneration included in wages based on the nature or location of the employment or the services performed (such        as the exception for agricultural labor in Code Section 3401(a)(2)).               (1)  Self-Employed Individuals.  Notwithstanding the foregoing, for any Self-Employed Individual,               Compensation means Earned Income; provided, however, that if the Employer elects to exclude specified               items from Compensation, such Earned Income shall be adjusted in a similar manner so that it is equivalent               under regulations issued under Code Section 414(s) to Compensation for Participants who are not Self-              Employed Individuals.  "Earned Income" means the net earnings of a Self-Employed Individual derived               from the trade or business with respect to which the Plan is established and for which the personal services               of such individual are a material income-providing factor, excluding any items not included in gross               income and the deductions allocated to such items, except that net earnings shall be determined with regard               to the deduction allowed under Code Section 164(f), to the extent applicable to the Employer.  Net earnings               shall be reduced by contributions of the Employer to any qualified plan, to the extent a deduction is allowed               to the Employer for such contributions under Code Section 404.               (2)  Exclusions.  Compensation excludes any amounts elected by the Employer in Subsection 1.05(a) or (b),               as applicable, of the Adoption Agreement and any severance amounts.  For purposes of this Section               2.01(k), “severance amounts” are any amounts paid after severance from employment, except the               following:                     (A)    a payment of regular compensation for services during the Eligible Employee’s regular                     working hours, or compensation for services outside the Eligible Employee’s regular working                     hours (such as overtime or shift differential), commissions, bonuses, or other similar payments to                     the extent such payment would have been made prior to a severance from employment if the                     Eligible Employee had continued in employment with the Employer, provided such amounts are                     paid within the post-severance period described below;                     (B)    payments for “unused leave” (i.e., unused accrued bona fide sick, vacation, or other                     leave, but only if the Eligible Employee would have been able to use the leave if employment had                     continued) that are paid within the post-severance period described below;    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                                2 





 






                      (C)    payments received by a Participant within the post-severance period described below                     pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would                     have been paid to the Participant at the same time if the Participant had not severed employment                     and only to the extent that the payment is includible in the Participant’s gross income; and                     (D)    Differential Wages as defined below.               For purposes of this Section, the following terms have the following meanings:                     (E)    An Eligible Employee has a “severance from employment” when (i) the employee ceases                     to be an employee of an employer (applying the aggregation rules in Code Section 414)                     maintaining a plan and (ii) in connection with a change of employment, the individual’s new                     employer does not maintain such plan with respect to the individual.  The determination of                     whether an Eligible Employee ceases to be an employee of an employer maintaining a plan is                     based on all of the relevant facts and circumstances.                       (F)     “Differential Wages” means Compensation paid to an Employee by the Employer with                     regard to military service meeting the definition of differential wage payment found in Code                     Section 3401(h)(2).                     (G)    The "post-severance period" means the period beginning on the Eligible Employee's                     severance from employment and ending on the later of (i) 2-1/2 months after or (ii) the end of the                     Limitation Year that includes the date of the Eligible Employee’s severance from employment.               (3)  Timing Rules.  Compensation shall generally be based on the amount actually paid to the Eligible               Employee during the Plan Year or, for purposes of Article 5, if so elected by the Employer in               Subsection 1.05(b) of the Adoption Agreement, during that portion of the Plan Year during which the               Eligible Employee is an Active Participant.  Compensation is treated as paid on a date if it is actually paid               on that date or it would have been paid on that date but for an election under Code Section 125, 132(f)(4),               401(k), 403(b), 408(k), 408(p)(2)(A)(i), or 457(b).                (4)  Short Plan Years.  If the initial Plan Year of a new plan consists of fewer than 12 months, calculated               from the Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement through the end of such               initial Plan Year, Compensation for such initial Plan Year shall be determined from such Effective Date               through the end of the initial Plan Year. If selected in Subsection 1.05 of the Adoption Agreement, for               purposes of allocating Nonelective Employer Contributions under Section 1.12 of the Adoption Agreement               (other than 401(k) Safe Harbor Nonelective Employer Contributions), Compensation for the initial Plan               Year shall be determined by using the 12-month period ending on the last day of the Plan Year.                (5)  Annual Compensation Limit (Code Section 401(a)(17) Limit).  The  annual Compensation of each               Active Participant taken into account for determining benefits provided under the Plan for any 12-month               determination period shall not exceed the annual Compensation limit under Code Section 401(a)(17) as in               effect on the first day of the determination period (e.g., $255,000 for determination periods beginning in               2013). A "determination period" means the Plan Year or other 12-consecutive-month period over which               Compensation is otherwise determined for purposes of the Plan (e.g., the Limitation Year).               The annual Compensation limit under Code Section 401(a)(17) shall be adjusted by the Secretary to reflect               increases in the cost of living, as provided in Code Section 401(a)(17)(B); provided, however, that the               dollar increase in effect on January 1 of any calendar year is effective for determination periods beginning               in such calendar year.  If a Plan determines Compensation over a determination period that contains fewer               than 12 calendar months (a "short determination period"), then the Compensation limit for such "short               determination period" is equal to the Compensation limit for the calendar year in which the "short               determination period" begins multiplied by the ratio obtained by dividing the number of full months in the               "short determination period" by 12; provided, however, that such proration shall not apply if there is a               "short determination period" due to the Employer’s election in Subsection 1.05(b) of the Adoption               Agreement to determine contributions based only on Compensation paid during the portion of the Plan               Year during which an individual was an Active Participant.    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                                3 





 






                In lieu of requiring an Active Participant to cease making Deferral Contributions for a Plan Year after his               Compensation has reached the annual Compensation limit under Code Section 401(a)(17), the annual               Compensation limit shall be applied with respect to Deferral Contributions by limiting the total Deferral               Contributions an Active Participant may make for a Plan Year to the product of (i) such Active Participant's               Compensation for the Plan Year up to the annual Compensation limit multiplied by (ii) the deferral limit               specified in Subsection 1.07(a)(1)(A) of the Adoption Agreement or Subsection 5.03(a), as applicable.        (l)    "Contribution Period" means the period for which Matching Employer and Nonelective Employer        Contributions are made and calculated.   The Contribution Period for Matching Employer Contributions described in        Subsection 1.11 of the Adoption Agreement is the period specified by the Employer in Subsection 1.11(d) of the        Adoption Agreement.               The Contribution Period for Nonelective Employer Contributions is the Plan Year, unless the Employer        designates a different Contribution Period in Subsection 1.12(c) of the Adoption Agreement.        (m)    "Deferral Contribution" means any contribution made to the Plan by the Employer in accordance with        the provisions of Section 5.03.        (n)    "Early Retirement Age" means the early retirement age specified in Subsection 1.14(b) of the Adoption        Agreement, if any.        (o)    "Effective Date" means the effective date specified by the Employer in Subsection 1.01(g)(1).  The        Employer may select special Effective Dates with respect to specified Plan provisions, as set forth in Section (a) of        the Special Effective Dates Addendum to the Adoption Agreement.  In the event that another plan is merged into        and made a part of the Plan, the effective date of the merger shall be reflected in the Plan Mergers Addendum to the        Adoption Agreement.        (p)    "Eligibility Computation Period" means each 12-consecutive-month period beginning with an        Employee's Employment Commencement Date and each anniversary thereof.        (q)    "Eligibility Service" means an Employee's service that is taken into account in determining his eligibility        to participate in the Plan as may be required under Subsection 1.04(b) of the Adoption Agreement.  Eligibility        Service shall be credited in accordance with Article 3.        (r)    "Eligible Employee" means any Employee of the Employer who is in the class of Employees eligible to        participate in the Plan.  The Employer must specify in Subsection 1.04(d) of the Adoption Agreement any Employee        or class of Employees not eligible to participate in the Plan.  Regardless of the provisions of Subsection 1.04(d) of        the Adoption Agreement, the following Employees are automatically excluded from eligibility to participate in the        Plan:               (1)   any individual who is a signatory to a contract, letter of agreement, or other document that               acknowledges his status as an independent contractor not entitled to benefits under the Plan or any               individual (other than a Self-Employed Individual) who is not otherwise classified by the Employer as a               common law employee, even if such independent contractor or other individual is later determined to be a               common law employee; and                (2)   any Employee who is a resident of Puerto Rico.               If the Employer elects, in Subsection 1.04(d)(2)(A) of the Adoption Agreement, to exclude collective        bargaining employees from the eligible class, the exclusion applies to any Employee of the Employer included in        any unit of Employees covered by a collective bargaining agreement between employee representatives and one or        more employers, unless the collective bargaining agreement requires the Employee to be covered under the Plan.         The term "employee representatives" does not include any organization more than half the members of which are        owners, officers, or executives of the Employer.               If the Employer does not elect, in Subsection 1.04(d)(2)(C) of the Adoption Agreement, to exclude Leased        Employees from the eligible class, contributions or benefits provided by the leasing organization which are        attributable to services performed for the Employer shall be treated as provided by the Employer and there shall be        no duplication of benefits under this Plan.   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                                4 





 






                Anything to the contrary herein notwithstanding, unless the Employer elects to exclude statutory employees        who are full-time life insurance salespersons (as described in Code Section 7701(a)(20)) from the eligible class in        Subsection 1.04(d)(2)(E) of the Adoption Agreement, such statutory employees are Eligible Employees.        (s)    "Employee" means any common law employee (or statutory employee who is a full-time life insurance        salesperson as described in Code Section 7701(a)(20)) of the Employer or a Related Employer, any Self-Employed        Individual, and any Leased Employee.  Notwithstanding the foregoing, a Leased Employee shall not be considered        an Employee if Leased Employees do not constitute more than 20 percent of the Employer's non-highly        compensated work-force (taking into account all Related Employers) and the Leased Employee is covered by a        money purchase pension plan maintained by the leasing organization and providing (1) a nonintegrated employer        contribution rate of at least 10 percent of compensation, as defined for purposes of Code Section 415(c)(3), (2) full        and immediate vesting, and (3) immediate participation by each employee of the leasing organization.        (t)    "Employee Contribution" means any after-tax contribution made by an Active Participant to the Plan.        (u)    "Employer" means the employer named in Subsection 1.02(a) of the Adoption Agreement and any        Related Employer designated in the Participating Employers Addendum to the Adoption Agreement. If the        Employer has elected in Subsection (b) of the Participating Employers Addendum to the Adoption Agreement that        the term "Employer" includes all Related Employers, an employer that becomes a Related Employer as a result of an        asset or stock acquisition, merger or other similar transaction shall not be included in the term "Employer" for        periods prior to the first day of the second Plan Year beginning after the date of such transaction, unless the        Employer has designated therein to accept such Related Employer as a participating employer prior to that date.         Notwithstanding the foregoing, the term "Employer" for purposes of authorizing any particular action under the Plan        means solely the employer named in Subsection 1.02(a) of the Adoption Agreement.               If the organization or other entity named in the Adoption Agreement is a sole proprietor or a professional        corporation and the sole proprietor of such proprietorship or the sole shareholder of the professional corporation        dies, then the legal representative of such sole proprietor or shareholder shall be deemed to be the Employer until        such time as, through the disposition of such sole proprietor's or sole shareholder's estate or otherwise, any        organization or other entity succeeds to the interests of the sole proprietor in the proprietorship or the sole        shareholder in the professional corporation.  The legal representative of a sole proprietor or shareholder shall be        (1) the person appointed as such by the sole proprietor or shareholder prior to his death under a legally enforceable        power of attorney, or, if none, (2) the executor or administrator of the sole proprietor's or shareholder's estate.               If a participating Employer designated through Subsection 1.02(b) of the Adoption Agreement is not        related to the Employer (hereinafter "un-Related Employer"), the term "Employer" includes such un-Related        Employer and the provisions of Section 18.05 shall apply.        (v)    "Employment Commencement Date" means the date on which an Employee first performs an Hour of        Service.        (w)    "Entry Date" means the date(s) specified by the Employer in Subsection 1.04(e) of the Adoption        Agreement as of which an Eligible Employee who has met the applicable eligibility requirements begins to        participate in the Plan.  The Employer may specify different Entry Dates for purposes of eligibility to participate in        the Plan for purposes of (1) making Deferral Contributions and (2) receiving allocations of Matching and/or        Nonelective Employer Contributions.        (x)    "ERISA" means the Employee Retirement Income Security Act of 1974, as from time to time amended.        (y) "401(k) Safe Harbor Matching Employer Contribution" means any Matching Employer Contribution        made by the Employer to the Plan in accordance with Subsection 1.11(a)(3) of the Adoption Agreement, the 401(k)        Safe Harbor Matching Employer Contributions Addendum to the Adoption Agreement, and Section 5.08, that is        intended to satisfy the requirements of Code Section 401(k)(12)(B) or 401(k)(13)(D)(i)(I).        (z) "401(k) Safe Harbor Nonelective Employer Contribution" means any Nonelective Employer        Contribution made by the Employer to the Plan in accordance with Subsection 1.12(a)(3) of the Adoption        Agreement, the 401(k) Safe Harbor Nonelective Employer Contributions Addendum to the Adoption Agreement,        and Section 5.10, that is intended to satisfy the requirements of Code Section 401(k)(12)(C) or 401(k)(13)(D)(i)(II).   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                                5 





 






         (aa)   "Fund Share" means the share, unit, or other evidence of ownership in a Permissible Investment.        (bb)   "Highly Compensated Employee" means both highly compensated active Employees and highly        compensated former Employees.               A highly compensated active Employee includes any Employee who performs service for the Employer        during the "determination year" and who (1) at any time during the "determination year" or the "look-back year" was        a five percent owner or (2) received “415 Compensation” (as defined in Section 6.01(m)) from the Employer during        the "look-back year" in excess of the dollar amount specified in Code Section 414(q)(1)(B)(i) adjusted pursuant to        Code Section 415(d) (e.g., $115,000 for "determination years" beginning in 2013 and "look-back years" beginning        in 2012) and, if elected by the Employer in Subsection 1.06(d)(1) of the Adoption Agreement, was a member of the        top-paid group for such year.               For this purpose, the "determination year" shall be the Plan Year.  The "look-back year" shall be the        twelve-month period immediately preceding the "determination year", unless the Employer has elected in        Subsection 1.06(c)(1) of the Adoption Agreement to make the "look-back year" the calendar year beginning within        the preceding Plan Year.               A highly compensated former Employee includes any Employee who separated from service (or was        deemed to have separated) prior to the "determination year", performs no service for the Employer during the        "determination year", and was a highly compensated active Employee for either the separation year or any        "determination year" ending on or after the Employee's 55th birthday, as determined under the rules in effect for        determining Highly Compensated Employees for such separation year or "determination year".               The determination of who is a Highly Compensated Employee, including the determinations of the number        and identity of Employees in the top-paid group, shall be made in accordance with Code Section 414(q) and the        Treasury Regulations issued thereunder.                For purposes of this Subsection 2.01(bb), if the initial Plan Year of a new plan consists of fewer than 12        months, calculated from the Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement through the        end of such initial Plan Year, Compensation for such initial Plan Year shall be determined over the 12-month period        ending on the last day of the Plan Year.        (cc)   "Hour of Service", with respect to any individual, means:               (1)   Each hour for which the individual is directly or indirectly paid, or entitled to payment, for the               performance of duties for the Employer or a Related Employer, each such hour to be credited to the               individual for the Eligibility Computation Period in which the duties were performed;               (2)    Each hour for which the individual is directly or indirectly paid, or entitled to payment, by the               Employer or a Related Employer (including payments made or due from a trust fund or insurer to which the               Employer contributes or pays premiums) on account of a period of time during which no duties are               performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday,               illness, incapacity, disability, layoff, jury duty, military duty, or leave of absence, each such hour to be               credited to the individual for the Eligibility Computation Period in which such period of time occurs,               subject to the following rules:                      (A)   No more than 501 Hours of Service shall be credited under this paragraph (2) on account                     of any single continuous period during which the individual performs no duties, unless the                     individual performs no duties because of military duty, the individual's employment rights are                     protected by law, and the individual returns to employment with the Employer or a Related                     Employer during the period that his employment rights are protected under Federal law;                     (B)    Hours of Service shall not be credited under this paragraph (2) for a payment which                     solely reimburses the individual for medically-related expenses, or which is made or due under a                     plan maintained solely for the purpose of complying with applicable worker's compensation,                     unemployment compensation or disability insurance laws; and                      (C)    If the period during which the individual performs no duties falls within two or more                     Eligibility Computation Periods and if the payment made on account of such period is not   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                                6 





 






                      calculated on the basis of units of time, the Hours of Service credited with respect to such period                     shall be allocated between not more than the first two such Eligibility Computation Periods on any                     reasonable basis consistently applied with respect to similarly situated individuals;               (3)   Each hour not counted under paragraph (1) or (2) for which he would have been scheduled to               work for the Employer or a Related Employer during the period that he is absent from work because of               military duty, provided the individual's employment rights are protected under Federal law and the               individual returns to work with the Employer or a Related Employer during the period that his employment               rights are protected, each such hour to be credited to the individual for the Eligibility Computation Period               for which he would have been scheduled to work; and                (4)    Each hour not counted under paragraph (1), (2), or (3) for which back pay, irrespective of               mitigation of damages, has been either awarded or agreed to be paid by the Employer or a Related               Employer, shall be credited to the individual for the Eligibility Computation Period to which the award or               agreement pertains rather than the Eligibility Computation Period in which the award, agreement, or               payment is made.               For purposes of paragraphs (2) and (4) above, Hours of Service shall be calculated in accordance with the        provisions of Section 2530.200b-2(b) and (c) of the Department of Labor regulations, which are incorporated herein        by reference.               If the Employer does not maintain records that accurately reflect the actual Hours of Service to be credited        to an Employee, 190 Hours of Service will be credited to the Employee for each month worked, unless the Employer        has elected to credit Hours of Service in accordance with one of the other equivalencies set forth in paragraph (e) of        Department of Labor Regulation Section 2530.200b-3, as provided in Subsection 1.04(b)(4) of the Adoption        Agreement.         (dd)   "Inactive Participant" means any individual who was an Active Participant, but is no longer an Eligible        Employee and who has an Account under the Plan.        (ee)   "Leased Employee" means any individual who provides services to the Employer or a Related Employer        (the "recipient") but is not otherwise an employee of the recipient if (1) such services are provided pursuant to an        agreement between the recipient and any other person (the "leasing organization"), (2) such individual has        performed services for the recipient (or for the recipient and any related persons within the meaning of Code        Section 414(n)(6)) on a substantially full-time basis for at least one year, and (3) such services are performed under        primary direction of or control by the recipient.  The determination of who is a Leased Employee shall be made in        accordance with any rules and regulations issued by the Secretary of the Treasury or his delegate.        (ff)   "Limitation Year" means the 12-consecutive-month period designated by the Employer in        Subsection 1.01(f) of the Adoption Agreement.  If no other Limitation Year is designated by the Employer, the        Limitation Year shall be the calendar year.  All qualified plans of the Employer and any Related Employer must use        the same Limitation Year.  If the Limitation Year is amended to a different 12-consecutive-month period, the new        Limitation Year must begin on a date within the Limitation Year in which the amendment is made.        (gg)   "Matching Employer Contribution" means any contribution made by the Employer to the Plan in        accordance with Section 5.08 or 5.09 on account of an Active Participant's eligible contributions, as elected by the        Employer in Subsection 1.11(c) of the Adoption Agreement.        (hh)   "Nonelective Employer Contribution" means any contribution made by the Employer to the Plan in        accordance with Section 5.10.        (ii)   "Non-Highly Compensated Employee" means any Employee who is not a Highly Compensated        Employee.        (jj)   "Normal Retirement Age" means the normal retirement age specified in Subsection 1.14(a) of the        Adoption Agreement.  If the Employer enforces a mandatory retirement age in accordance with Federal law, the        Normal Retirement Age is the lesser of that mandatory age or the age specified in Subsection 1.14(a) of the        Adoption Agreement.        (kk)   "Participant" means any individual who is either an Active Participant or an Inactive Participant.   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                                7 





 






         (ll)   "Permissible Investment" means each investment available for investment of assets of the Plan and        agreed to by the Trustee.  The Permissible Investments under the Plan shall be described in the Service Agreement.        (mm)   "Plan" means the plan established by the Employer in the form of the volume submitter plan, as set forth        herein as a new plan or as an amendment to an existing plan, by executing the Adoption Agreement, together with        any and all amendments hereto.        (nn)   "Plan Year" means the 12-consecutive-month period ending on the date designated in Subsection 1.01(d)        of the Adoption Agreement, except that the initial Plan Year of a new Plan may consist of fewer than 12 months,        calculated from the Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement through the end of        such initial Plan Year, in which event Compensation for such initial Plan Year shall be treated as provided in        Subsection 2.01(k). Additionally, in the event the Plan has a short Plan year, i.e., a Plan Year consisting of fewer        than 12 months, otherwise applicable limits and requirements that are applied on a Plan Year basis shall be prorated,        but only if and to the extent required by law.        (oo)   "Qualified Matching Employer Contribution" means any contribution made by the Employer to the        Plan on account of Deferral Contributions or Employee Contributions made by or on behalf of Active Participants in        accordance with Section 5.09, that may be included in determining whether the Plan meets the "ADP" test described        in Section 6.03.        (pp)   "Qualified Nonelective Employer Contribution" means any contribution made by the Employer to the        Plan in accordance with Section 5.07.        (qq)   "Reemployment Commencement Date" means the date on which an Employee who terminates        employment with the Employer and all Related Employers first performs an Hour of Service following such        termination of employment.        (rr)   "Related Employer" means any employer other than the Employer named in Subsection 1.02(a) of the        Adoption Agreement if the Employer and such other employer are members of a controlled group of corporations        (as defined in Code Section 414(b)) or an affiliated service group (as defined in Code Section 414(m)), or are trades        or businesses (whether or not incorporated) which are under common control (as defined in Code Section 414(c)), or        such other employer is required to be aggregated with the Employer pursuant to regulations issued under Code        Section 414(o).        (ss)   "Required Beginning Date" means:               (1)   for a Participant who is not a five percent owner, April 1 of the calendar year following the               calendar year in which occurs the later of (i) the Participant's retirement or (ii) the Participant's attainment               of age 70 1/2; provided, however, that a Participant may elect to have his Required Beginning Date               determined without regard to the provisions of clause (i).               (2)   for a Participant who is a five percent owner, April 1 of the calendar year following the calendar               year in which the Participant attains age 70 1/2.               Once the Required Beginning Date of a five percent owner or a Participant who has elected to have his        Required Beginning Date determined in accordance with the provisions of Section 2.01(ss)(1)(ii) has occurred, such        Required Beginning Date shall not be re-determined, even if the Participant ceases to be a five percent owner in a        subsequent year or continues in employment with the Employer or a Related Employer.        For purposes of this Subsection 2.01(ss), a Participant is treated as a five percent owner if such Participant is a five        percent owner as defined in Code Section 416(i) (determined in accordance with Code Section 416 but without        regard to whether the Plan is top-heavy) at any time during the Plan Year ending with or within the calendar year in        which such owner attains age 70 1/2.        (tt)   "Rollover Contribution" means any distribution from an eligible retirement plan, as defined in Section        13.04, that an Employee elects to contribute to the Plan, or have considered as contributed, in accordance with the        provisions of Section 5.06.    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                                8 





 






           (uu)   "Roth 401(k) Contribution" means any Deferral Contribution made to the Plan by the Employer in         accordance with the provisions of Subsection 5.03(b) that is not excludable from gross income and is intended to         satisfy the requirements of Code Section 402A.         (vv)   "Self-Employed Individual" means an individual who has Earned Income for the taxable year from the         Employer or who would have had Earned Income but for the fact that the trade or business had no net profits for the         taxable year, including, but not limited to, a partner in a partnership, a sole proprietor, a member in a limited liability         company or a shareholder in a subchapter S corporation.         (ww)   "Service Agreement" means the agreement between the Employer and the Volume Submitter Sponsor (or         an agent or affiliate of the Volume Submitter Sponsor) relating to the provision of investment and other services to         the Plan and shall include any addendum to the agreement and any other separate written agreement between the         Employer and the Volume Submitter Sponsor (or an agent or affiliate of the Volume Submitter Sponsor) relating to         the provision of services to the Plan.         (xx)   "Severance Date" means the earlier of (i) the date an Employee retires, dies, quits, or is discharged from         employment with the Employer and all Related Employers or (ii) the 12-month anniversary of the date on which the         Employee was otherwise first absent from employment; provided, however, that if an individual terminates or is         absent from employment with the Employer and all Related Employers because of military duty, such individual         shall not incur a Severance Date if his employment rights are protected under Federal law and he returns to         employment with the Employer or a Related Employer within the period during which he retains such employment         rights, but, if he does not return to such employment within such period, his Severance Date shall be the earlier of         (1) the first anniversary of the date his absence commenced or (2) the last day of the period during which he retains         such employment rights.         (yy)   “Spouse” means the person to whom an individual is married for purposes of Federal income taxes.         (zz)   "Trust" means the trust created by the Employer in accordance with the provisions of Section 20.01.         (aaa)  "Trust Agreement" means the agreement between the Employer and the Trustee, as set forth in         Article 20, under which the assets of the Plan are held, administered, and managed.         (bbb)  "Trustee" means the trustee designated in Section 1.03 of the Adoption Agreement, or its successor or         permitted assigns. The term Trustee shall include any delegate of the Trustee as may be provided in the Trust         Agreement.         (ccc)  "Trust Fund" means the property held in Trust by the Trustee for the benefit of Participants and their         Beneficiaries.         (ddd)  "Vesting Service" means an Employee's service that is taken into account in determining his vested         interest in his Matching Employer and Nonelective Employer Contributions Accounts as may be required under         Section 1.16 of the Adoption Agreement.  Vesting Service shall be credited in accordance with Article 3.         (eee)  "Volume Submitter Sponsor" means Fidelity Management & Research Company or its successor.  2.02. Interpretation and Construction of Terms.  Where required by the context, the noun, verb, adjective, and adverb   forms of each defined term shall include any of its other forms. Pronouns used in the Plan are in the masculine gender but   include the feminine gender unless the context clearly indicates otherwise. Wherever used herein, the singular shall include   the plural, and the plural shall include the singular, unless the context requires otherwise.  Any titles, headings and/or   subheadings used in the Plan have been inserted for convenience of reference and are to be ignored in any construction of the   Plan’s provisions.     2.03. Special Effective Dates.  Some provisions of the Plan are only effective beginning as of a specified date or until a   specified date.  Any such special effective dates are specified within Plan text where applicable and are exceptions to the  general Plan Effective Date as defined in Section 2.01(o).     Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                 9 





 






     Article 3.   Service.   3.01.  Crediting of Eligibility Service.  If the Employer has selected an Eligibility Service requirement in   Subsection 1.04(b) of the Adoption Agreement for an Eligible Employee to become an Active Participant, Eligibility Service   shall be credited to an Employee as follows:         (a)    If the Employer has selected the one year or two years of Eligibility Service requirement described in         Subsection 1.04(b) of the Adoption Agreement, an Employee shall be credited with a year of Eligibility Service for         each Eligibility Computation Period during which the Employee has been credited with the number of Hours of         Service specified in that Subsection, as applicable.  An Eligible Employee who has attained the required number of         Hours of Service shall be credited with that year of service on the last day of that Eligibility Computation Period.         (b)    If the Employer has selected a days or months of Eligibility Service requirement described in         Subsection 1.04(b) of the Adoption Agreement, an Employee shall be credited with Eligibility Service for the         aggregate of the periods beginning with the Employee's Employment Commencement Date (or Reemployment         Commencement Date) and ending on his subsequent Severance Date; provided, however, that an Employee who has         a Reemployment Date within the 12-consecutive-month period following the earlier of the first date of his absence         or his Severance Date shall be credited with Eligibility Service for the period between his Severance Date and his         Reemployment Date. A day of Eligibility Service shall be credited for each day on which an Employee is credited         with Eligibility Service.  Months of Eligibility Service shall be measured from the Employee's Employment         Commencement Date or Reemployment Commencement Date to the corresponding date in the applicable following         month.  3.02. Re-Crediting of Eligibility Service Following Termination of Employment.  An Employee whose employment   with the Employer and all Related Employers terminates and who is subsequently reemployed by the Employer or a Related   Employer shall be re-credited upon reemployment with his Eligibility Service earned prior to his termination of employment.   3.03.  Crediting of Vesting Service.  If the Plan provides for Matching Employer and/or Nonelective Employer   Contributions that are not 100 percent vested when made, Vesting Service shall be credited to an Employee, subject  to any   exclusions elected by the Employer in Subsection 1.16(b) of the Adoption Agreement, for the aggregate of the periods   beginning with the Employee's Employment Commencement Date (or Reemployment Commencement Date) and ending on   his subsequent Severance Date; provided, however, that an Employee who has a Reemployment Date within the 12-  consecutive-month period following the earlier of the first date of his absence or his Severance Date shall be credited with   Vesting Service for the period between his Severance Date and his Reemployment Date.  Fractional periods of a year shall be   expressed in terms of days.   3.04. Application of Vesting Service to a Participant's Account Following a Break in Vesting Service.  The following   rules describe how Vesting Service earned before and after a Break in Vesting Service shall be applied for purposes of   determining a Participant's vested interest in his Matching Employer and Nonelective Employer Contributions Accounts:         (a)    If a Participant incurs five-consecutive Breaks in Vesting Service, all years of Vesting Service earned by         the Employee after such Breaks in Service shall be disregarded in determining the Participant's vested interest in his         Matching Employer and Nonelective Employer Contributions Account balances attributable to employment before         such Breaks in Vesting Service.  However, Vesting Service earned both before and after such Breaks in Vesting         Service shall be included in determining the Participant's vested interest in his Matching Employer and Nonelective         Employer Contributions Account balances attributable to employment after such Breaks in Vesting Service.         (b)    If a Participant incurs fewer than five-consecutive Breaks in Vesting Service, Vesting Service earned both         before and after such Breaks in Vesting Service shall be included in determining the Participant's vested interest in         his Matching Employer and Nonelective Employer Contributions Account balances attributable to employment both         before and after such Breaks in Vesting Service.  3.05.  Service with Predecessor Employer.  If the Plan is the plan of a predecessor employer, an Employee's Eligibility   and Vesting Service shall include years of service with such predecessor employer.  In any case in which the Plan is not the   plan maintained by a predecessor employer, service for any employer as specifically described in Section 1.17 of the   Adoption Agreement shall be treated as Eligibility and Vesting Service as indicated in Subsection 1.17(a) of the Adoption   Agreement.     Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                10 





 






     3.06.  Change in Service Crediting.  If an amendment to the Plan or a transfer from employment as an Employee covered   under another qualified plan maintained by the Employer or a Related Employer results in a change in the method of   crediting Eligibility and/or Vesting Service with respect to a Participant between the Hours of Service crediting method set   forth in Section 2530.200b-2 of the Department of Labor Regulations and the elapsed-time crediting method set forth in   Section 1.410(a)-7 of the Treasury Regulations, each Participant with respect to whom the method of crediting Eligibility  and/or Vesting Service is changed shall have his Eligibility and/or Vesting Service determined in the manner set forth in  Section 1.410(a)-7(f)(1) of the Treasury Regulations.    Article 4.    Participation.   4.01. Date of Participation.  If the Plan is an amendment, as indicated in Subsection 1.01(g)(2)(B) of the Adoption   Agreement, all employees who were active participants in the Plan immediately prior to the Effective Date shall continue as   Active Participants on the Effective Date, provided that they are Eligible Employees on the Effective Date.  If elected by the   Employer in Subsection 1.04(f) of the Adoption Agreement, all Eligible Employees who are in the service of the Employer   on the date specified in Subsection 1.04(f) (and, if this is an amendment, as indicated in Subsection 1.01(g)(2)(B) of the   Adoption Agreement, were not active participants in the Plan immediately prior to that date) shall become Active Participants   on the date elected by the Employer in Subsection 1.04(f) of the Adoption Agreement.  Any other Eligible Employee shall   become an Active Participant in the Plan on the Entry Date coinciding with or immediately following the date on which he   first satisfies the eligibility requirements set forth in Subsections 1.04(a) and (b) of the Adoption Agreement.         Any age and/or Eligibility Service requirement that the Employer elects to apply in determining an Eligible   Employee's eligibility to make Deferral Contributions shall also apply in determining an Eligible Employee's eligibility to   make Employee Contributions, if Employee Contributions are permitted under the Plan, and to receive Qualified Nonelective   Employer Contributions.  An Eligible Employee who has met the eligibility requirements with respect to certain   contributions, but who has not met the eligibility requirements with respect to other contributions, shall become an Active   Participant in accordance with the provisions of the preceding paragraph, but only with respect to the contributions for which  he has met the eligibility requirements.         Notwithstanding any other provision of the Plan, if the Employer selects in Subsection 1.01(g)(5) of the Adoption  Agreement that the Plan is a frozen plan, no Employee who was not already an Active Participant on the date the Plan was  frozen shall become an Active Participant while the Plan is frozen. If the Employer amends the Plan to remove the freeze,  Employees shall again become Active Participants in accordance with the provisions of the amended Plan.  4.02.  Transfers Out of Covered Employment.  If any Active Participant ceases to be an Eligible Employee, but   continues in the employ of the Employer or a Related Employer, such Employee shall cease to be an Active Participant, but   shall continue as an Inactive Participant until his entire Account balance is forfeited or distributed.  An Inactive Participant  shall not be entitled to receive an allocation of contributions or forfeitures under the Plan for the period that he is not an  Eligible Employee and wages and other payments made to him by the Employer or a Related Employer for services other  than as an Eligible Employee shall not be included in Compensation for purposes of determining the amount and allocation  of any contributions to the Account of such Inactive Participant.  Such Inactive Participant shall continue to receive credit for  Vesting Service completed during the period that he continues in the employ of the Employer or a Related Employer.  4.03. Transfers Into Covered Employment.  If an Employee who is not an Eligible Employee becomes an Eligible   Employee, such Eligible Employee shall become an Active Participant immediately as of his transfer date if such Eligible  Employee has already satisfied the eligibility requirements and would have otherwise previously become an Active  Participant in accordance with Section 4.01.  Otherwise, such Eligible Employee shall become an Active Participant in   accordance with Section 4.01.         Wages and other payments made to an Employee prior to his becoming an Eligible Employee by the Employer or a   Related Employer for services other than as an Eligible Employee shall not be included in Compensation for purposes of   determining the amount and allocation of any contributions to the Account of such Eligible Employee.   4.04.  Resumption of Participation Following Reemployment.  If a Participant who terminates employment with the   Employer and all Related Employers is reemployed as an Eligible Employee, he shall again become an Active Participant on   his Reemployment Commencement Date.  If a former Employee is reemployed as an Eligible Employee on or after an Entry   Date coinciding with or following the date on which he met the age and service requirements elected by the Employer in   Section 1.04 of the Adoption Agreement, he shall become an Active Participant on his Reemployment Commencement Date.     Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                11 





 






   Any other former Employee who is reemployed as an Eligible Employee shall become an Active Participant as provided in  Section 4.01 or 4.03.  Any distribution which a Participant is receiving under the Plan at the time he is reemployed by the  Employer or a Related Employer shall cease, except as otherwise required under Section 12.04.   Article 5.   Contributions.  5.01. Contributions Subject to Limitations.  All contributions made to the Plan under this Article 5 shall be subject to  the limitations contained in Article 6.  5.02.  Compensation Taken into Account in Determining Contributions.  Compensation, as defined in Section 2.01(k),  shall not include any amounts elected by the Employer with respect to such contributions in Subsection 1.05(a) or (b), as  applicable, of the Adoption Agreement.  5.03 Deferral Contributions.   If so provided in Subsection 1.07(a) of the Adoption Agreement, each Active Participant  may elect to execute a salary reduction agreement with the Employer to reduce his Compensation by an amount, as specified  in Subsection 1.07(a) of the Adoption Agreement, for each payroll period. Except as specifically elected by the Employer  within Subsections 1.07(a) of the Adoption Agreement, with respect to each payroll period, an Active Participant may not  elect to make Deferral Contributions in excess of the percentage of Compensation specified by the Employer in Subsection  1.07(a)(1)(A) of the Adoption Agreement and Subsection 5.03(a) below. Notwithstanding the foregoing, if the Employer has  elected 401(k) Safe Harbor Matching Contributions in Option 1.11(a)(3) of the Adoption Agreement, a Participant must be  permitted to make Deferral Contributions under the Plan sufficient to receive the full 401(k) Safe Harbor Matching Employer  Contribution provided under Subsection (a)(1) or (2), as applicable of the 401(k) Safe Harbor Matching Employer  Contributions Addendum to the Adoption Agreement.         An Active Participant's salary reduction agreement shall become effective on the first day of the first payroll period  for which the Employer can reasonably process the request, but not earlier than the later of (a) the effective date of the  provisions permitting Deferral Contributions or (b) the date the Employer adopts such provisions.  The Employer shall make  a Deferral Contribution on behalf of the Participant corresponding to the amount of said reduction.  Under no circumstances  may a salary reduction agreement be adopted retroactively.        An Active Participant may elect to change or discontinue the amount by which his Compensation is reduced by  notice to the Employer as provided in Subsection 1.07(a)(1)(C) or (D) of the Adoption Agreement.  Notwithstanding the  Employer's election in Subsection 1.07(a)(1)(C) or (D) of the Adoption Agreement, if the Employer has elected 401(k) Safe  Harbor Matching Employer Contributions in Subsection 1.11(a)(3) of the Adoption Agreement or 401(k) Safe Harbor  Nonelective Employer Contributions in Subsection 1.12(a)(3) of the Adoption Agreement, an Active Participant may elect to  change or discontinue the amount by which his Compensation is reduced by notice to the Employer within a reasonable  period, as specified by the Employer (but not less than 30 days), of receiving the notice described in Section 6.09.         Based upon the Employer's elections in Subsection 1.07(a) of the Adoption Agreement, the following special types  of Deferral Contributions may be made to the Plan:        (a)    Catch-Up Contributions.  If elected by the Employer in Subsection 1.07(a)(4) of the Adoption Agreement,        an Active Participant who has attained or is expected to attain age 50 before the close of the taxable year shall be        eligible to make Catch-Up Contributions to the Plan in excess of an otherwise applicable Plan limit, but not in        excess of (i) the dollar limit in effect under Code Section 414(v)(2)(B)(i) for the taxable year or (ii) when added to        the other Deferral Contributions made by the Participant for the taxable year, 100 percent of the Participant's        "effectively available Compensation," as defined in this Section 5.03. An otherwise applicable Plan limit is a limit        that applies to Deferral Contributions without regard to Catch-Up Contributions, including, but not limited to, (1) the        dollar limitation on Deferral Contributions under Code Section 402(g), described in Section 6.02, (2) the limitations        on annual additions in effect under Code Section 415, described in Section 6.12, (3) the limitation on Deferral        Contributions for Highly Compensated Employees under Code Section 401(k)(3), described in Section 6.03, and (4)        the limitation on Deferral Contributions for Highly Compensated Employees which the Administrator may impose,        in accordance with the provisions of Section 6.05                In the event that the deferral limit described in Subsection 1.07(a)(1)(A) of the Adoption Agreement or the        administrative limit described in Section 6.05, as applicable, is changed during the Plan Year, for purposes of        determining Catch-Up Contributions for the Plan Year, such limit shall be determined using the time-weighted   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               12 





 






         average method described in Section 1.414(v)-1(b)(2)(i)(B)(1) of the Treasury Regulations, applying the alternative        definition of compensation permitted under Section 1.414(v)-1(b)(2)(i)(B)(2) of the Treasury Regulations.        (b)    Roth 401(k) Contributions.  Notwithstanding any other provision of the Plan to the contrary, if the        Employer elects in Subsection 1.07(a)(5) of the Adoption Agreement to permit Roth 401(k) Contributions, then a        Participant may irrevocably designate all or a portion of his Deferral Contributions made pursuant to Subsection        1.07(a) of the Adoption Agreement as Deferral Contributions that are includible in the Participant’s gross income at        the time deferred, pursuant to Code Section 402A and any applicable guidance or regulations issued thereunder        (“Roth 401(k) Contributions”). A Participant may change his designation prospectively with respect to future        Deferral Contributions as of the date or dates elected by the Employer in Subsection 1.07(a)(1)(C) of the Adoption        Agreement. The Administrator will maintain all such contributions made pursuant to Code Section 402A separately        and make distributions in accordance with the Plan unless required to do otherwise by Code Section 402A and any        applicable guidance or regulations issued thereunder.         (c)    Automatic Enrollment Contributions.  If the Employer elected Option 1.07(a)(6) of the Adoption        Agreement, for each Eligible Employee to whom the Employer has elected to apply the automatic enrollment        contribution provisions, such Eligible Employee's Compensation shall be reduced by the percentage specified by the        Employer through Section 1.07(b) of the Additional Provisions Addendum to the Adoption Agreement as soon as        administratively feasible following the date specified therein. These amounts shall be contributed to the Plan on        behalf of such an Eligible Employee as Deferral Contributions.  If the Employer has designated the Plan as having        an EACA within Subsection 1.07(a)(6) of the Adoption Agreement, then the Employer shall also provide to each        Eligible Employee covered by the EACA a comprehensive notice, written in a manner calculated to be understood        by the average Participant, of the Eligible Employee’s rights and obligations under the Plan within the time        described in Section 6.09 for a safe harbor contribution notice.  In addition, an Eligible Employee who is otherwise        covered by the EACA but who makes an affirmative election regarding the amount of Deferral Contributions shall        remain covered by the EACA solely for purposes of receiving any required notice from the Plan Administrator in        connection with the EACA and for purposes of determining the period applicable to the distribution of certain        excess contributions pursuant to Sections 6.04 and 6.07 of the Basic Plan Document.  If the Employer has elected        through Section 1.07(b) of the Additional Provisions Addendum to the Adoption Agreement, then a Participant who        has made automatic enrollment contributions pursuant to the EACA has a permissible withdrawal available pursuant        to the following:               (1)    The EACA Participant must make any such election within ninety days of the date of his               automatic enrollment pursuant to Section 1.07(b)(1) of the Additional Provisions Addendum to the               Adoption Agreement.  Upon making such an election, the EACA Participant’s Deferral Contribution               election will be set to zero until such time as the EACA Participant’s Deferral Contribution rate has               changed pursuant to Section 1.07(a)(1) of the Adoption Agreement.               (2)   The amount of such withdrawal shall be equal to the amount of the EACA Deferrals through the               end of the fifteen day period beginning on the date the Participant makes the election described in (1)               above, adjusted for allocable gains and losses to the date of such withdrawal.               (3)   Any amounts attributable to Employer Matching Contributions allocated to the Account of an               EACA Participant with respect to EACA Deferrals that have been withdrawn pursuant to Section               1.07(b)(3) of the Additional Provisions Addendum to the Adoption Agreement shall be forfeited.  In the               event that Employer Matching Contributions would otherwise be allocated to the EACA Participant’s               Account with respect to EACA Deferrals that have been so withdrawn, the Employer shall not contribute               such Employer Matching Contributions to the Plan.               (4)   In the event such withdrawal provision is removed from the Plan via an amendment, the               transaction continues to be available to EACA Participants who were covered by this provision and who               were enrolled automatically prior to the effective date of the provision’s removal.        Except as provided in paragraph (1) above with respect to an EACA Participant who elects a permissible  withdrawal, an Active Participant's Compensation shall continue to be reduced and Deferral Contributions made to the Plan  on his behalf until the Active Participant elects to change or discontinue the percentage by which his Compensation is  reduced by notice to the Plan Administrator in accordance with procedures the Plan Administrator has developed for that   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               13 





 






     purpose. An Eligible Employee may affirmatively elect not to have his Compensation reduced in accordance with this   Subsection 5.03(c) by notice to the Plan Administrator within a reasonable period ending no later than the date Compensation   subject to reduction hereunder becomes available to the Eligible Employee.         If the Employer elected through, and in accordance with the provisions of, Section 1.07(b) of the Additional   Provisions Addendum to the Adoption Agreement, the deferral election of an Active Participant on whose behalf Deferral   Contributions are being made shall be increased annually by the percentage of Compensation specified therein, unless and   until the percentage of Compensation being contributed on behalf of the Active Participant reaches the limit specified therein.   Eligible Employees subject to automatic enrollment will be notified and have opportunity to affirmatively elect otherwise in   accordance with procedures established by the Plan Administrator; however, such Employees may be subject to automatic   enrollment again in accordance with provisions of Section 1.07(b) of the Additional Provisions Addendum to the Adoption   Agreement.           Notwithstanding any other provision of this Section or of any Participant's salary reduction agreement, in no event   shall a Participant be permitted to make Deferral Contributions in excess of his "effectively available Compensation." A   Participant's "effectively available Compensation" is his Compensation remaining after all applicable amounts have been   withheld (e.g., tax-withholding and withholding of contributions to a cafeteria plan).   5.04. Employee Contributions.  If so provided by the Employer in Subsection 1.08(a) of the Adoption Agreement, each   Active Participant may elect to make non-deductible Employee Contributions to the Plan in accordance with the rules and  procedures established by the Employer and subject to the limits provided through Subsection 1.08(a) of the Adoption  Agreement.   5.05.  No Deductible Employee Contributions.  No deductible Employee Contributions may be made to the Plan.    Deductible Employee Contributions made prior to January 1, 1987 shall be maintained in a separate Account.  No part of the   deductible Employee Contributions Account shall be used to purchase life insurance.   5.06. Rollover Contributions.  If so provided by the Employer in Subsection 1.09(a) of the Adoption Agreement, subject   to any limits provided therein, an Eligible Employee who is or was entitled to receive a distribution that is eligible for  rollover to a qualified plan under Code Section 408(d)(3) or an eligible rollover distribution, as defined in Code  Section 402(c)(4) and Treasury Regulations issued thereunder, including an eligible rollover distribution received by the  Eligible Employee as a surviving Spouse or as a Spouse or former Spouse who is an alternate payee under a qualified  domestic relations order, from an eligible retirement plan, as defined in Section 13.04, may elect to contribute all or any  portion of such distribution to the Trust directly from such eligible retirement plan (a "direct rollover") or within 60 days of  receipt of such distribution to the Eligible Employee.  Except as otherwise provided in Subsection 1.09(b) of the Adoption   Agreement, Rollover Contributions shall only be made in the form of cash, allowable Fund Shares, or promissory notes   evidencing a plan loan to the Eligible Employee; provided, however, that Rollover Contributions shall only be permitted in   the form of promissory notes if the Plan otherwise provides for loans.         Notwithstanding the foregoing, the Plan shall not accept the following as Rollover Contributions:         (a)    the contributions excluded by the Employer, if any, in Subsection 1.09(a) of the Adoption Agreement;         (b)    any rollover of after-tax employee contributions that is not made by a direct rollover;          (c)   any rollover from an individual retirement account or annuity described in Code Section 408(a) or (b)         (including a Roth IRA under Code Section 408A) to the extent such amount would not otherwise be includible in the         Employee's income; or          (i)   except as provided in Subsection 1.09(b), any rollover amounts which are not “designated Roth         contributions” which are to be contributed to the Plan as “designated Roth contributions.”          To the extent the Plan accepts Rollover Contributions of after-tax employee contributions, the Plan will separately   account for such contributions, including separate accounting for the portion of the Rollover Contribution that is includible in   gross income and the portion that is not includible in gross income.         Except with regard to a rollover made pursuant to Subsection 1.09(b), any rollover of "designated Roth   contributions", as defined in Subsection 6.01(e), shall be subject to the requirements of Code Section 402(c). To the extent   the Plan accepts Rollover Contributions of "designated Roth contributions", the Plan will separately account for such   contributions in accordance with the provisions of Section 7.01, including separate accounting for the portion of the Rollover    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                14 





 






     Contribution that is includible in gross income and the portion that is not includible in gross income, if applicable. If the Plan  accepts a direct rollover of "designated Roth contributions", the Trustee and the Plan Administrator shall be entitled to rely  on a statement from the distributing plan's administrator identifying (i) the Eligible Employee's basis in the rolled over  amounts and (ii) the date on which the Eligible Employee's 5-taxable-year period of participation (as required under Code  Section 402A(d)(2) for a qualified distribution of "designated Roth contributions") started under the distributing plan. If the  5-taxable-year period of participation under the distributing plan would end sooner than the Eligible Employee's 5-taxable- year period of participation under the Plan, the 5-taxable-year period of participation applicable under the distributing plan  shall continue to apply with respect to the Rollover Contribution.         Notwithstanding the above, if so provided in Subsection 1.09(b), and as limited as provided therein, a Participant or  Beneficiary may elect to have any portion of his Account otherwise distributable under the terms of the Plan, which is not  “designated Roth contributions” under the Plan and meets the definition of an “eligible rollover distribution” found in Section  13.04(c), be considered “designated Roth contributions” for purposes of the Plan.  Any assets converted in such a way shall  be separately accounted for and shall still be subject to distribution constraints found in Article 14 applicable to them prior to  the conversion.   Such assets shall also retain any distribution rights, such as those found in Article 10, applicable to them  prior to the conversion and shall be treated as Rollover Contributions for purposes of withdrawal pursuant to Section 10.03.   Each such in-plan rollover shall be subject to its own 5-taxable year period of participation and subject to the requirements of  Code Section 408A(d)(3)(F).         An Eligible Employee who has not yet become an Active Participant in the Plan in accordance with the provisions  of Article 3 may make a Rollover Contribution to the Plan.  Such Eligible Employee shall be treated as a Participant under  the Plan for all purposes of the Plan, except eligibility to have Deferral Contributions made on his behalf and to receive an  allocation of Matching Employer or Nonelective Employer Contributions.         The Administrator shall require such information from Eligible Employees as it deems necessary to ensure that  amounts contributed under this Section 5.06 meet the requirements for tax-deferred rollovers established by this Section 5.06  and by Code Section 402(c) and develop procedures to govern the Plan’s acceptance of Rollover Contributions.         If a Rollover Contribution made under this Section 5.06 is later determined by the Administrator not to have met the  requirements of this Section 5.06 or of the Code or Treasury regulations, the Trustee shall, within a reasonable time after  such determination is made, and on instructions from the Administrator, distribute to the Employee the amounts then held in  the Trust attributable to such Rollover Contribution.         A Participant's Rollover Contributions Account shall be subject to the terms of the Plan, including Article 14, except  as otherwise provided in this Section 5.06.  5.07. Qualified Nonelective Employer Contributions.  The Employer may, in its discretion, make a Qualified   Nonelective Employer Contribution for the Plan Year in any amount it deems necessary for a permissible purpose. Unless   another allocation method will be utilized to address a correction in accordance with the Employee Plans Compliance   Resolution System (EPCRS, as described in Revenue Procedure 2013-12 and any subsequent guidance), any Qualified  Nonelective Employer Contribution shall be allocated to Participants in accordance with Subsection 1.10(a) of the Adoption   Agreement.         Participants shall not be required to satisfy any Hours of Service or employment requirement for the Plan Year in   order to receive an allocation of Qualified Nonelective Employer Contributions.         Qualified Nonelective Employer Contributions shall be distributable only in accordance with the distribution   provisions that are applicable to Deferral Contributions; provided, however, that a Participant shall not be permitted to take a   hardship withdrawal of amounts credited to his Qualified Nonelective Employer Contributions Account after the later of   December 31, 1988 or the last day of the Plan Year ending before July 1, 1989 and that a Participant shall not be permitted to   take Qualified Nonelective Employer Contributions as part of a Qualified Reservist Distribution pursuant to Section 10.09.   5.08. Matching Employer Contributions.  If so provided by the Employer in Section 1.11 of the Adoption Agreement,   the Employer shall make Matching Employer Contributions on behalf of each of its "eligible" Participants as indicated   therein. The amount of the Matching Employer Contribution shall be determined in accordance with Subsection 1.11(a)   and/or (b) of the Adoption Agreement and/or the 401(k) Safe Harbor Matching Employer Contributions Addendum to the   Adoption Agreement, as applicable.     Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                15 





 






         Notwithstanding the foregoing, unless otherwise elected in Subsection 1.11(c)(1)(A) of the Adoption Agreement,  the Employer shall not make Matching Employer Contributions, other than 401(k) Safe Harbor Matching Employer  Contributions, with respect to an "eligible" Participant's Catch-Up Contributions.  If, due to application of a Plan limit,  Matching Employer Contributions other than 401(k) Safe Harbor Matching Employer Contributions are attributable to Catch- Up Contributions, such Matching Employer Contributions, plus any income and minus any loss allocable thereto, shall be  forfeited and applied as provided in Section 11.09.  5.09.  Qualified Matching Employer Contributions.  If so provided by the Employer in Subsection 1.11(f) of the  Adoption Agreement, prior to making its Matching Employer Contribution (other than any 401(k) Safe Harbor Matching  Employer Contribution) to the Plan, the Employer may designate all or a portion of such Matching Employer Contribution as  a Qualified Matching Employer Contribution. The Employer shall notify the Trustee of such designation at the time it makes  its Matching Employer Contribution. Qualified Matching Employer Contributions shall be distributable only in accordance  with the distribution provisions that are applicable to Deferral Contributions; provided, however, that a Participant shall not  be permitted to take a hardship withdrawal of amounts credited to his Qualified Matching Employer Contributions Account  after the later of December 31, 1988 or the last day of the Plan Year ending before July 1, 1989 and that a Participant shall  not be permitted to take Qualified Matching Employer Contributions as part of a Qualified Reservist Distribution pursuant to  Section 10.09.        If the amount of an Employer's Qualified Matching Employer Contribution is determined based on a Participant's  Compensation, and the Qualified Matching Employer Contribution is necessary to satisfy the "ADP" test described in  Section 6.03, the compensation used in determining the amount of the Qualified Matching Employer Contribution shall be  "testing compensation", as defined in Subsection 6.01(s).  If the Qualified Matching Employer Contribution is not necessary  to satisfy the "ADP" test described in Section 6.03, the compensation used to determine the amount of the Qualified  Matching Employer Contribution shall be Compensation as defined in Subsection 2.01(k).  5.10.  Nonelective Employer Contributions.  If so provided by the Employer in Subsection 1.12(a) and/or (b) of the  Adoption Agreement, the Employer shall make Nonelective Employer Contributions to the Trust in accordance with  Section 1.12 of the Adoption Agreement to be allocated among "eligible" Participants as indicated therein. Nonelective  Employer Contributions shall be allocated as follows:        (a)    If the Employer has elected a fixed contribution formula, Nonelective Employer Contributions shall be        allocated among "eligible" Participants in the manner specified in Section 1.12 of the Adoption Agreement or the        401(k) Safe Harbor Nonelective Employer Contributions Addendum to the Adoption Agreement, as applicable.        (b)    If the Employer has elected a discretionary contribution amount, Nonelective Employer Contributions shall        be allocated among "eligible" Participants, as determined in accordance with Section 1.12 of the Adoption        Agreement, as follows:               (1)    If the non-integrated formula is elected in Subsection 1.12(b)(1) of the Adoption Agreement,               Nonelective Employer Contributions shall be allocated to "eligible" Participants in the ratio that each               "eligible" Participant's Compensation bears to the total Compensation paid to all "eligible" Participants for               the Contribution Period.                (2)    If the integrated formula is elected in Subsection 1.12(b)(2) of the Adoption Agreement,               Nonelective Employer Contributions shall be allocated in the following steps:                     (A)    First, to each "eligible" Participant in the same ratio that the sum of the "eligible"                     Participant's Compensation and "excess Compensation" for the Plan Year bears to the sum of the                     Compensation and "excess Compensation" of all "eligible" Participants for the Plan Year.  This                     allocation as a percentage of the sum of each "eligible" Participant's Compensation and "excess                     Compensation" shall not exceed the "permitted disparity limit", as defined in Section 1.12 of the                     Adoption Agreement.                            Notwithstanding the foregoing, if in any Plan Year an "eligible" Participant has reached                     the "cumulative permitted disparity limit", such "eligible" Participant shall receive an allocation                     under this Subsection 5.10(b)(2)(A) based on two times his Compensation for the Plan Year,                     rather than the sum of his Compensation and "excess Compensation" for the Plan Year.  If an                     "eligible" Participant did not benefit under a qualified defined benefit plan or target benefit plan   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               16 





 






                      for any Plan Year beginning on or after January 1, 1994, the "eligible" Participant shall have no                     "cumulative disparity limit".                     (B)    Second, if any Nonelective Employer Contributions remain after the allocation in                     Subsection 5.10(b)(2)(A), the remaining Nonelective Employer Contributions shall be allocated to                     each "eligible" Participant in the same ratio that the "eligible" Participant's Compensation for the                      Plan Year bears to the total Compensation of all "eligible" Participants for the Plan Year.                      Notwithstanding the provisions of Subsections 5.10(b)(2)(A) and (B) above, if in any Plan Year an               "eligible" Participant benefits under another qualified plan or simplified employee pension, as defined in               Code Section 408(k), that provides for or imputes permitted disparity, the Nonelective Employer               Contributions for the Plan Year allocated to such "eligible" Participant shall be in the ratio that his               Compensation for the Plan Year bears to the total Compensation paid to all "eligible" Participants.                       For purposes of this Subsection 5.10(b)(2), the following definitions shall apply:                       (C)   "Cumulative permitted disparity limit" means 35 multiplied by the sum of an                      "eligible" Participant's annual permitted disparity fractions, as defined in Sections 1.401(l)-5(b)(3)                      through (b)(7) of the Treasury Regulations, attributable to the "eligible" Participant's total years of                      service under the Plan and any other qualified plan or simplified employee pension, as defined in                      Code Section 408(k), maintained by the Employer or a Related Employer.  For each Plan Year                      commencing prior to January 1, 1989, the annual permitted disparity fraction shall be deemed to                      be one, unless the Participant never accrued a benefit under any qualified plan or simplified                      employee pension maintained by the Employer or a Related Employer during any such Plan Year.                       In determining the annual permitted disparity fraction for any Plan Year, the Employer may elect                      to assume that the full disparity limit has been used for such Plan Year.                      (D)   "Excess Compensation" means Compensation in excess of the "integration level"                      specified by the Employer in Subsection 1.12(b)(2) of the Adoption Agreement.  5.11.  Vested Interest in Contributions.           (a)    Participant's vested interest in the following sub-accounts shall be 100 percent:               (1)   his Deferral Contributions Account;               (2)   his Qualified Nonelective Employer Contributions Account;               (3)   his Qualified Matching Employer Contributions Account;               (4)   his 401(k) Safe Harbor Nonelective Employer Contributions Account (unless QACA has been               selected on the 401(k) Safe Harbor Nonelective Employer Contributions Addendum to the Adoption               Agreement);               (5)   his 401(k) Safe Harbor Matching Employer Contributions Account (unless QACA has been               selected on the 401(k) Safe Harbor Matching Employer Contributions Addendum to the Adoption               Agreement);               (6)   his Rollover Contributions Account;               (7)   his Employee Contributions Account; and                (8)   his deductible Employee Contributions Account.         (b)    Contributions attributable to a QACA must vest at least as rapidly as 100% once the Participant is credited        with two Years of Service.                Except as otherwise specifically provided in the Vesting Schedule Addendum to the Adoption Agreement        or as may be required under Section 15.05, a Participant's vested interest in his Nonelective Employer Contributions        Account attributable to Nonelective Employer Contributions other than those described in Subsection 5.11(a)(4)   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               17 





 






           above, shall be determined in accordance with the vesting schedule elected by the Employer in         Subsection 1.16(c)(1) of the Adoption Agreement.  Except as otherwise specifically provided in the Vesting         Schedule Addendum to the Adoption Agreement, a Participant's vested interest in his Matching Employer         Contributions Account attributable to Matching Employer Contributions other than those described in         Subsection 5.11(a)(5) above, shall be determined in accordance with the vesting schedule elected by the Employer         in Subsection 1.16(c)(2) of the Adoption Agreement.    5.12.  Time for Making Contributions.  The Employer shall pay its contribution for each Plan Year not later than the   time prescribed by law for filing the Employer's Federal income tax return for the fiscal (or taxable) year with or within   which such Plan Year ends (including extensions thereof).         If the Employer has elected the payroll period as the Contribution Period in Subsection 1.11(d) of the Adoption   Agreement, the Employer shall remit any 401(k) Safe Harbor Matching Employer Contributions made during a Plan Year   quarter to the Trustee no later than the last day of the immediately following Plan Year quarter.         The Employer should remit Employee Contributions and Deferral Contributions to the Trustee as of the earliest date   on which such contributions can reasonably be segregated from the Employer's general assets, but not later than the 15th   business day of the calendar month following the month in which such amount otherwise would have been paid to the   Participant, or within such other time frame as may be determined by applicable regulation or legislation.         The Trustee shall have no authority to inquire into the correctness of the amounts contributed and remitted to the  Trustee or to determine whether any contribution is payable under this Article 5. The Administrator shall be the named  fiduciary responsible for ensuring the Employer remits contributions and loan repayments to the Trust and shall have the duty  and responsibility for the collection of such contributions and repayments when not timely made by the Employer, provided  that the Administrator may appoint another named fiduciary to handle such responsibility and notify the Trustee of such  appointment in writing.  The Trustee shall be authorized to provide information and records regarding contributions it has  received to the Administrator or other named fiduciary, and may accept contributions and/or carry out related allocation  instructions from, such named fiduciary upon its request, as may be further described in the Service Agreement. As a directed  trustee pursuant to ERISA Section 403(a)(1) for all purposes, the Trustee shall only pursue any claim that the Plan might   have with respect to delinquent loan repayments or Plan contributions as specifically directed to do so by the Administrator   or other named fiduciary.   5.13.  Return of Employer Contributions.  The Trustee shall, upon request by the Employer, return to the Employer the   amount (if any) determined under Section 20.23.  Such amount shall be reduced by amounts attributable thereto which have   been credited to the Accounts of Participants who have since received distributions from the Trust, except to the extent such   amounts continue to be credited to such Participants' Accounts at the time the amount is returned to the Employer.  Such   amount shall also be reduced by the losses of the Trust attributable thereto, if and to the extent such losses exceed the gains   and income attributable thereto, but shall not be increased by the gains and income of the Trust attributable thereto, if and to   the extent such gains and income exceed the losses attributable thereto.  To the extent such gains exceed losses, the gains   shall be forfeited and applied as provided in Section 11.09.  In no event shall the return of a contribution hereunder cause the   balance of the individual Account of any Participant to be reduced to less than the balance which would have been credited to   the Account had the mistaken amount not been contributed.   5.14. Frozen Plan.  If the Employer has elected Subsection 1.01(g)(5) of the Adoption Agreement, then in accordance   therewith and notwithstanding any other provision of the Plan to the contrary, the Plan is a frozen plan.   If the Employer   amends the Plan to remove the freeze, contributions shall resume in accordance with the provisions of the amended Plan.    Article 6.   Limitations on Contributions.   6.01. Special Definitions.  For purposes of this Article, the following definitions shall apply:         (a)    "Annual additions" mean the sum of the following amounts allocated to an Active Participant for a         Limitation Year:                (1)    all employer contributions allocated to an Active Participant's account under qualified defined                contribution plans maintained by the "415 employer", including amounts applied to reduce employer                contributions as provided under Section 11.09, but excluding amounts treated as Catch-Up Contributions;    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                18 





 






                (2)    all employee contributions allocated to an Active Participant's account under a qualified defined               contribution plan or a qualified defined benefit plan maintained by the "415 employer" if separate accounts               are maintained with respect to such Active Participant under the defined benefit plan;               (3)    all forfeitures allocated to an Active Participant's account under a qualified defined contribution               plan maintained by the "415 employer";               (4)   all amounts allocated to an "individual medical benefit account" which is part of a pension or               annuity plan maintained by the "415 employer";               (5)    all amounts derived from contributions paid or accrued after December 31, 1985, in taxable years               ending after such date, which are attributable to post-retirement medical benefits allocated to the separate               account of a key employee, as defined in Code Section 419A(d)(3), under a "welfare benefit fund"               maintained by the "415 employer"; and                (6)   all allocations to an Active Participant under a "simplified employee pension".        (b)    "Contribution percentage" means the ratio (expressed as a percentage) of (1) the "contribution        percentage amounts" allocated to an "eligible participant's" Accounts for the Plan Year to (2) the "eligible        participant's" "testing compensation" for the Plan Year.        (c)    "Contribution percentage amounts" mean those amounts included in applying the "ACP" test.               (1)    "Contribution percentage amounts" include the following:                     (A)    any Employee Contributions made by an "eligible participant" to the Plan;                     (B)    any Matching Employer Contributions on eligible contributions as elected by the                     Employer in Subsection 1.11(c) of the Adoption Agreement, made for the Plan Year, but                     excluding (A) Qualified Matching Employer Contributions that are taken into account in                     satisfying the "ADP" test described in Section 6.03 and (B) Matching Employer Contributions that                     are forfeited either to correct "excess aggregate contributions" or because the contributions to                     which they relate are "excess deferrals", "excess contributions", "excess aggregate contributions",                     or Catch-Up Contributions (in the event the Plan does not provide for Matching Employer                     Contributions with respect to Catch-Up Contributions);                     (C)    Qualified Nonelective Employer Contributions allocated as of a date within the “testing                     year” and designated at the time of contribution as applying for the “ACP” test;                      (D)    401(k) Safe Harbor Nonelective Employer Contributions may be included to the extent                     such contributions are not required to satisfy the safe harbor contribution requirements under                     Section 1.401(k)-3(b) of the Treasury Regulations, excluding 401(k) Safe Harbor Nonelective                     Employer Contributions that are taken into account in satisfying the "ADP" test described in                     Section 6.03; and                     (E)    Deferral Contributions, when necessary to pass the “ACP” test, provided that the "ADP"                      test described in Section 6.03 is satisfied or treated as satisfied (except as in accordance with                     Section 6.09) both including Deferral Contributions included as "contribution percentage                     amounts" and excluding such Deferral Contributions.               (2)   Notwithstanding the foregoing, for any Plan Year in which the "ADP" test described in               Section 6.03 is deemed satisfied pursuant to Section 6.09 with respect to some or all Deferral               Contributions, "contribution percentage amounts":                      (A)    shall not include any Deferral Contributions with respect to which the "ADP" test is                     deemed satisfied; and                     (B)    may have the following Matching Employer Contributions excluded:                            (i)    if the requirements described in Section 6.10 for deemed satisfaction of the                            "ACP" test with respect to some or all Matching Employer Contributions are met, those   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               19 





 






                             Matching Employer Contributions with respect to which the "ACP" test is deemed                            satisfied; or                            (ii)   if the "ADP" test is deemed satisfied using 401(k) Safe Harbor Matching                            Employer Contributions, but the requirements described in Section 6.10 for deemed                            satisfaction of the "ACP" test with respect to Matching Employer Contributions are not                            met, any Matching Employer Contributions made on behalf of an "eligible participant"                            for the Plan Year that do not exceed four percent of the "eligible participant's"                            Compensation for the Plan Year.               (3)    Notwithstanding any other provisions of this Subsection, if an Employer elects to change from the               current year testing method described in Subsection 1.06(a)(1) of the Adoption Agreement to the prior year               testing method described in Subsection 1.06(a)(2) of the Adoption Agreement, the following shall not be               considered "contribution percentage amounts" for purposes of determining the "contribution percentages"               of Non-Highly Compensated Employees for the prior year immediately preceding the Plan Year in which               the change is effective:                      (A)   Qualified Matching Employer Contributions that were taken into account in satisfying the                      "ADP" test described in Section 6.03 for such prior year;                      (B)   Qualified Nonelective Employer Contributions that were taken into account in satisfying                      the "ADP" test described in Section 6.03 or the "ACP" test described in Section 6.06 for such prior                      year; and                      (C)   401(k) Safe Harbor Nonelective Employer Contributions that were taken into account in                      satisfying the "ADP" test described in Section 6.03 or the "ACP" test described in Section 6.06 for                      such prior year or that were required to satisfy the safe harbor contribution requirements under                      Section 1.401(k)-3(b) of the Treasury Regulations for such prior year.;                To be included in determining an "eligible participant's" "contribution percentage" for a Plan Year,        Employee Contributions must be made to the Plan before the end of such Plan Year and other "contribution        percentage amounts" must be allocated to the "eligible participant's" Account as of a date within such Plan Year and        made before the last day of the 12-month period immediately following the Plan Year to which the "contribution        percentage amounts" relate. If an Employer has elected the prior year testing method described in        Subsection 1.06(a)(2) of the Adoption Agreement, "contribution percentage amounts" that are taken into account for        purposes of determining the "contribution percentages" of Non-Highly Compensated Employees for the prior year        relate to such prior year.  Therefore, such "contribution percentage amounts" must be made before the last day of the        Plan Year being tested.        (d)    "Deferral ratio" means the ratio (expressed as a percentage) of (1) the amount of "includable        contributions" made on behalf of an Active Participant for the Plan Year to (2) the Active Participant's "testing        compensation" for such Plan Year.  An Active Participant who does not receive "includable contributions" for a Plan        Year shall have a "deferral ratio" of zero.          (e)    "Designated Roth contributions" mean any Roth 401(k) Contributions made to the Plan and any        "elective deferrals" made to another plan that would be excludable from a Participant's income, but for the        Participant's election to designate such contributions as Roth contributions and include them in income.        (f)    "Determination year" means (1) for purposes of determining income or loss with respect to "excess        deferrals", the calendar year in which the "excess deferrals" were made and (2) for purposes of determining income        or loss with respect to "excess contributions", and "excess aggregate contributions", the Plan Year in which such        "excess contributions" or "excess aggregate contributions" were made.        (g)    "Elective deferrals" mean all employer contributions, other than Deferral Contributions, made on behalf        of a Participant pursuant to an election to defer under any qualified cash or deferred arrangement as described in        Code Section 401(k), any simplified employee pension cash or deferred arrangement as described in Code        Section 402(h)(1)(B), any eligible deferred compensation plan under Code Section 457, any plan as described under        Code Section 501(c)(18), and any employer contributions made on behalf of a Participant pursuant to a salary        reduction agreement for the purchase of an annuity contract under Code Section 403(b). "Elective deferrals" include   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               20 





 






         "designated Roth contributions" made to another plan. "Elective deferrals" do not include any deferrals properly        distributed as excess "annual additions" or any deferrals treated as catch-up contributions in accordance with the        provisions of Code Section 414(v).        (h)    "Eligible participant" means any Active Participant who is eligible to make Employee Contributions, or        Deferral Contributions (if the Employer takes such contributions into account in calculating "contribution        percentages"), or to receive a Matching Employer Contribution.  Notwithstanding the foregoing, the term "eligible        participant" shall not include any Active Participant who is included in a unit of Employees covered by an        agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee        representatives and one or more employers.        (i)    "Excess aggregate contributions" with respect to any Plan Year mean the excess of               (1)   The aggregate "contribution percentage amounts" actually taken into account in computing the               average "contribution percentages" of "eligible participants" who are Highly Compensated Employees for               such Plan Year, over                (2)   The maximum amount of "contribution percentage amounts" permitted to be made on behalf of               Highly Compensated Employees under Section 6.06 (determined by reducing "contribution percentage               amounts" made for the Plan Year on behalf of "eligible participants" who are Highly Compensated               Employees in order of their "contribution percentages" beginning with the highest of such "contribution               percentages").               "Excess aggregate contributions" shall be determined after first determining "excess deferrals" and then        determining "excess contributions".        (j)    "Excess contributions" with respect to any Plan Year mean the excess of                (1)   The aggregate amount of "includable contributions" actually taken into account in computing the               average "deferral percentage" of Active Participants who are Highly Compensated Employees for such               Plan Year, over                (2)   The maximum amount of "includable contributions" permitted to be made on behalf of Highly               Compensated Employees under Section 6.03 (determined by reducing "includable contributions" made for               the Plan Year on behalf of Active Participants who are Highly Compensated Employees in order of their               "deferral ratios", beginning with the highest of such "deferral ratios").        (k)    "Excess deferrals" mean those Deferral Contributions and/or "elective deferrals" that are includable in a        Participant's gross income under Code Section 402(g) to the extent such Participant's Deferral Contributions and/or        "elective deferrals" for a calendar year exceed the dollar limitation under such Code Section for such calendar year.        (l)    "Excess 415 amount" means the excess of an Active Participant's "annual additions" for the Limitation        Year over the "maximum permissible amount".          (m)    “415 compensation” means Compensation (as defined in Section 2.01(k)), subject to the following:               (1)    "415 compensation" does not exclude any amounts elected by the Employer in Subsection 1.05(a)               of the Adoption Agreement except moving expenses paid or reimbursed by the Employer if it is reasonable               to believe they are deductible by the Employee.               (2)    “415 compensation” shall be based on compensation for all services to the "415 employer."               (3)   “415 compensation” shall be based on the amount actually paid or made available to the               Participant (or, if earlier, includible in the gross income of the Participant) during the Limitation Year.               (4)   An Eligible Employee's severance from employment, as defined in Section 2.01(k), shall be               applied using the modification to the employer aggregation rules prescribed in Code Section 415(h).                (5)  “415 compensation” may include amounts earned, but not paid during the Limitation Year solely               because of the timing of pay periods and pay dates, provided                      (A)   such amounts are paid during the first few weeks of the next Limitation Year;   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               21 





 






                      (B)    such amounts are included on a uniform and consistent basis with respect to all similarly                     situated Participants; and                     (C)    no such amounts are included in more than one Limitation Year.               (6)    If the initial Plan Year of a new plan consists of fewer than 12 months, calculated from the               Effective Date listed in Subsection 1.01(g)(1) of the Adoption Agreement through the end of such initial               Plan Year and if the Employer has designated in Subsection 1.01(f) of the Adoption Agreement that the               Limitation Year is based on the Plan Year, for purposes of determining Compensation for such initial Plan               Year, the Limitation Year shall be the 12-month period ending on the last day of the Plan Year.               In addition, “415 compensation” shall not reflect compensation for a year greater than the limit under Code        Section 401(a)(17) that applies to that year.          (n)    "415 employer" means the Employer and any other employers which constitute a controlled group of        corporations (as defined in Code Section 414(b) as modified by Code Section 415(h)) or which constitute trades or        businesses (whether or not incorporated) which are under common control (as defined in Code Section 414(c) as        modified by Code Section 415(h)) or which constitute an affiliated service group (as defined in Code        Section 414(m)) and any other entity required to be aggregated with the Employer pursuant to regulations issued        under Code Section 414(o).        (o)    "Includable contributions" mean those amounts included in applying the "ADP" test.               (1)   "Includable contributions" include the following:                     (A)    any Deferral Contributions made on behalf of an Active Participant, including "excess                     deferrals" of Highly Compensated Employees and "designated Roth contributions", except as                     specifically provided in Subsection 6.01(o)(2);                     (B)    Qualified Nonelective Employer Contributions allocated as of a date within the “testing                     year” and designated at the time of contribution as applying for the "ADP" test; and                     (C)    Qualified Matching Employer Contributions on Deferral Contributions or Employee                     Contributions made for the Plan Year allocated as of a date within the “testing year” and so                     designated at the time of contribution; provided, however, that the maximum amount of Qualified                     Matching Employer Contributions included in "includable contributions" with respect to an Active                     Participant shall not exceed the greater of 5% of the Active Participant's "testing compensation" or                      100% of his Deferral Contributions for the Plan Year.                 (2)   "Includable contributions" shall not include the following:                      (A)   Catch-Up Contributions, except to the extent that a Participant's Deferral Contributions                      are classified as Catch-Up Contributions as provided in Section 6.04 solely because of a failure of                      the "ADP" test described in Section 6.03;                      (B)   "excess deferrals" of Non-Highly Compensated Employees that arise solely from                      Deferral Contributions made under the Plan or plans maintained by the Employer or a Related                      Employer;                      (C)   Deferral Contributions that are taken into account in satisfying the "ACP" test described                      in Section 6.06;                      (D)   additional elective contributions made pursuant to Code Section 414(u) that are treated as                      Deferral Contributions;                      (E)   for any Plan Year in which the "ADP" test described in Section 6.03 is deemed satisfied                      pursuant to Section 6.09 with respect to some or all Deferral Contributions, the following:                            (i)    any Deferral Contributions with respect to which the "ADP" test is deemed                            satisfied; and    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               22 





 






                             (ii)   Qualified Matching Employer Contributions, except to the extent that the "ADP"                            test described in Section 6.03 must be satisfied with respect to some Deferral                            Contributions and such Qualified Matching Employer Contributions are used in applying                            the "ADP" test.               (3)   Notwithstanding any other provision of this Subsection, if an Employer elects to change from the               current year testing method described in Subsection 1.06(a)(1) of the Adoption Agreement to the prior year               testing method described in Subsection 1.06(a)(2) of the Adoption Agreement, the following shall not be               considered "includable contributions" for purposes of determining the "deferral ratios" of Non-Highly               Compensated Employees for the prior year immediately preceding the Plan Year in which the change is               effective:                      (A)   Deferral Contributions that were taken into account in satisfying the "ACP" test described                      in Section 6.06 for such prior year pursuant  to Subsection 6.01(c)(1)(E) above;                      (B)   Qualified Nonelective Employer Contributions that were taken into account in satisfying                      the "ADP" test described in Section 6.03 or the "ACP" test described in Section 6.06 for such prior                      year;                      (C)   401(k) Safe Harbor Nonelective Employer Contributions that were taken into account in                      satisfying the "ADP" test described in Section 6.03 or the "ACP" test described in Section 6.06 for                      such prior year or that were required to satisfy the safe harbor contribution requirements under                      Section 1.401(k)-3(b) of the Treasury Regulations for such prior year;                      (D)   401(k) Safe Harbor Matching Employer Contributions that were taken into account in                      satisfying the "ADP" test described in Section 6.03 for such prior year or that were required to                      satisfy the safe harbor contribution requirements under Section 1.401(k)-3(c) of the Treasury                      Regulations for such prior year; and                      (E)   Qualified Matching Employer Contributions that were taken into account in satisfying the                      "ADP" test described in Section 6.03 or the "ACP" test described in Section 6.06 for such prior                      year.               To be included in determining an Active Participant's "deferral ratio" for a Plan Year, "includable        contributions" must be allocated to the Participant's Account as of a date within such Plan Year and made before the        last day of the 12-month period immediately following the Plan Year to which the "includable contributions" relate.         If an Employer has elected the prior year testing method described in Subsection 1.06(a)(2) of the Adoption        Agreement, "includable contributions" that are taken into account for purposes of determining the "deferral ratios"        of Non-Highly Compensated Employees for the prior year relate to such prior year.  Therefore, such "includable        contributions" must be made before the last day of the Plan Year being tested.         (p)   "Individual medical benefit account" means an individual medical benefit account as defined in Code        Section 415(l)(2).        (q)    "Maximum permissible amount" means for a Limitation Year with respect to any Active Participant the        lesser of (1) the maximum dollar amount permitted for the Limitation Year under Code Section 415(c)(1)(A)        adjusted as provided in Code Section 415(d) (e.g., $51,000 for the Limitation Year ending in 2013) or        (2) 100 percent of the Active  Participant's “415 compensation” for the Limitation Year.  If a short Limitation Year        is created because of an amendment changing the Limitation Year to a different 12-consecutive-month period, the        dollar limitation specified in clause (1) above shall be adjusted by multiplying it by a fraction the numerator of        which is the number of months in the short Limitation Year and the denominator of which is 12.               The limitation  specified in clause (2) above shall not apply to any contribution for medical benefits within        the meaning of Code Section 401(h) or 419A(f)(2) after separation from service which is otherwise treated as an        "annual addition" under Code Section 419A(d)(2) or 415(l)(1).        (r)    "Simplified employee pension" means a simplified employee pension as defined in Code Section 408(k).        (s)    "Testing compensation" means compensation as defined in Code Section 414(s).  "Testing compensation"        shall be based on the amount actually paid to a Participant during the "testing year" or, at the option of the   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               23 





 






           Employer, during that portion of the "testing year" during which the Participant is an Active Participant; provided,         however, that if the Employer elected different Eligibility Service requirements for purposes of eligibility to make         Deferral Contributions and to receive Matching Employer Contributions, then "testing compensation" must be based         on the amount paid to a Participant during the full "testing year".                The annual "testing compensation" of each Active Participant taken into account in applying the "ADP"         test described in Section 6.03 and the "ACP" test described in Section 6.06 for any "testing year" shall not exceed         the annual compensation limit under Code Section 401(a)(17) as in effect on the first day of the "testing year" (e.g.,         $255,000 for the "testing year" beginning in 2013).  This limit shall be adjusted by the Secretary to reflect increases         in the cost of living, as provided in Code Section 401(a)(17)(B); provided, however, that the dollar increase in effect         on January 1 of any calendar year is effective for "testing years" beginning in such calendar year.  If a Plan         determines "testing compensation" over a period that contains fewer than 12 calendar months (a "short         determination period"), then the Compensation limit for such "short determination period" is equal to the         Compensation limit for the calendar year in which the "short determination period" begins multiplied by the ratio         obtained by dividing the number of full months in the "short determination period" by 12; provided, however, that         such proration shall not apply if there is a "short determination period" because an election was made, in accordance         with any rules and regulations issued by the Secretary of the Treasury or his delegate, to apply the "ADP" test         described in Section 6.03 and/or the "ACP" test described in Section 6.06 based only on “testing compensation” paid         during the portion of the "testing year" during which an individual was an Active Participant.         (t)    "Testing year" means:                (1)    if the Employer has elected the current year testing method in Subsection 1.06(a)(1) of the                Adoption Agreement, the Plan Year being tested.                (2)    if the Employer has elected the prior year testing method in Subsection 1.06(a)(2) of the Adoption                Agreement, the Plan Year immediately preceding the Plan Year being tested.         (u)    "Welfare benefit fund" means a welfare benefit fund as defined in Code Section 419(e).         To the extent that types of contributions defined in Section 2.01 are referred to in this Article 6, the defined term  includes similar contributions made under other plans where the context so requires.  6.02.  Code Section 402(g) Limit on Deferral Contributions.  In no event shall the amount of Deferral Contributions,   other than Catch-Up Contributions, made under the Plan for a calendar year, when aggregated with the "elective deferrals"  made under any other plan maintained by the Employer or a Related Employer, exceed the dollar limitation contained in  Code Section 402(g) in effect at the beginning of such calendar year.         A Participant may assign to the Plan any "excess deferrals" made during a calendar year by notifying the  Administrator on or before March 15 following the calendar year in which the "excess deferrals" were made of the amount of  the "excess deferrals" to be assigned to the Plan.  A Participant is deemed to notify the Administrator of any "excess  deferrals" that arise by taking into account only those Deferral Contributions made to the Plan and those "elective deferrals"  made to any other plan maintained by the Employer or a Related Employer.  Notwithstanding any other provision of the Plan,  "excess deferrals", plus any income and minus any loss allocable thereto, as determined under Section 6.08, shall be  distributed no later than April 15 to any Participant to whose Account "excess deferrals" were so assigned for the preceding  calendar year and who claims "excess deferrals" for such calendar year. In the event that "excess deferrals" are allocated to a  Participant's Deferral Contributions Accounts, such "excess deferrals" will be distributed first from the Participant's Deferral  Contributions for the Plan Year other than his Roth 401(k) Contributions then from his Roth 401(k) Contributions.          "Excess deferrals" to be distributed to a Participant for a calendar year shall be reduced by any "excess  contributions" for the Plan Year beginning within such calendar year that were previously distributed or re-characterized in  accordance with the provisions of Section 6.04.          Any Matching Employer Contributions attributable to "excess deferrals", plus any income and minus any loss  allocable thereto, as determined under Section 6.08, shall be forfeited and applied as provided in Section 11.09.         "Excess deferrals" shall be treated as "annual additions" under the Plan, unless such amounts are distributed no later  than the first April 15 following the close of the calendar year in which the "excess deferrals" were made.     Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                24 





 






   6.03.  Additional Limit on Deferral Contributions ("ADP" Test).  Except to the extent the Employer has elected in  Subsection 1.11(a)(3) or Subsection 1.12(a)(3) of the Adoption Agreement to make 401(k) Safe Harbor Matching Employer  Contributions or 401(k) Safe Harbor Nonelective Employer Contributions for a Plan Year and the "ADP" test is deemed  satisfied in accordance with Section 6.09, notwithstanding any other provision of the Plan to the contrary, the Deferral  Contributions, excluding additional elective contributions made pursuant to Code Section 414(u) that are treated as Deferral  Contributions and Catch-Up Contributions (except to the extent that a Participant's Deferral Contributions are classified as  Catch-Up Contributions as provided in Section 6.04 solely because of a failure of the "ADP" test described herein), made  with respect to the Plan Year on behalf of Active Participants who are Highly Compensated Employees for such Plan Year  may not result in an average "deferral ratio" for such Active Participants that exceeds the greater of:        (a)    the average "deferral ratio" for the "testing year" of Active Participants who are Non-Highly Compensated        Employees for the "testing year" multiplied by 1.25; or         (b)    the average "deferral ratio" for the "testing year" of Active Participants who are Non-Highly Compensated        Employees for the "testing year" multiplied by two, provided that the average "deferral ratio" for Active Participants        who are Highly Compensated Employees for the Plan Year being tested does not exceed the average "deferral ratio"        for Participants who are Non-Highly Compensated Employees for the "testing year" by more than two percentage        points.        For the first Plan Year in which the Plan provides a cash or deferred arrangement, the average "deferral ratio" for  Active Participants who are Non-Highly Compensated Employees used in determining the limits applicable under  Subsections 6.03(a) and (b) shall be either three percent or the actual average "deferral ratio" for such Active Participants for  such first Plan Year, as elected by the Employer in Section 1.06(b) of the Adoption Agreement.        The "deferral ratios" of Active Participants who are included in a unit of Employees covered by an agreement which  the Secretary of Labor finds to be a collective bargaining agreement shall be disaggregated from the "deferral ratios" of other  Active Participants and the provisions of this Section 6.03 shall be applied separately with respect to each group.        The "deferral ratio" for any Active Participant who is a Highly Compensated Employee for the Plan Year being  tested and who is eligible to have "includable contributions" allocated to his accounts under two or more cash or deferred  arrangements described in Code Section 401(k) that are maintained by the Employer or a Related Employer, shall be  determined as if such "includable contributions" were made under the Plan.  If a Highly Compensated Employee participates  in two or more cash or deferred arrangements that have different plan years, all "includable contributions" made during the  Plan Year under all such arrangements shall be treated as having been made under the Plan.  Notwithstanding the foregoing,  certain plans, and contributions made thereto, shall be treated as separate if mandatorily disaggregated under regulations  under Code Section 401(k).        If this Plan satisfies the requirements of Code Section 401(k), 401(a)(4), or 410(b) only if aggregated with one or  more other plans, or if one or more other plans satisfy the requirements of such Code Sections only if aggregated with this  Plan, then this Section 6.03 shall be applied by determining the "deferral ratios" of Employees as if all such plans were a  single plan.  Plans may be aggregated in order to satisfy Code Section 401(k) only if they have the same plan year and use the  same method to satisfy the "ADP" test.        Notwithstanding anything herein to the contrary, if the Plan permits Employees to make Deferral Contributions prior  to the time the Employees have completed the minimum age and service requirements of Code Section 410(a)(1)(A) and the  Employer elects, pursuant to Code Section 410(b)(4)(B), to disaggregate the Plan into two component plans for purposes of  complying with Code Section 410(b)(1), one benefiting Employees who have completed such minimum age and service  requirements and the other benefiting Employees who have not, the Plan must be disaggregated in the same manner for ADP  testing purposes, unless the Plan applies the alternative rule in Code Section 401(k)(3)(F). In determining the component  plans for purposes of such disaggregation, the Employer may apply the maximum entry dates permitted under Code Section  410(a)(4).        The Employer shall maintain records sufficient to demonstrate satisfaction of the "ADP" test and the amount of  Qualified Nonelective Employer Contributions and/or Qualified Matching Employer Contributions used in such test.  6.04.  Allocation and Distribution of "Excess Contributions".  Notwithstanding any other provision of this Plan, the  "excess contributions" allocable to the Account of a Participant, plus any income and minus any loss allocable thereto, as  determined under Section 6.08, shall be distributed to the Participant no later than the last day of the Plan Year immediately   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               25 





 






     following the Plan Year in which the "excess contributions" were made, unless the Employer elected Catch-Up Contributions   in Subsection 1.07(a)(4) of the Adoption Agreement and such "excess contributions" are classified as Catch-Up  Contributions.         If "excess contributions" are to be distributed from the Plan and such "excess contributions" are distributed more  than 2 1/2 months (or 6 months if the Plan has been designated as an EACA within Subsection 1.07(a)(6) of the Adoption  Agreement) after the last day of the Plan Year in which the "excess contributions" were made, a ten percent excise tax shall  be imposed on the Employer maintaining the Plan with respect to such amounts.         The "excess contributions" allocable to a Participant's Account shall be determined by reducing the "includable  contributions" made for the Plan Year on behalf of Active Participants who are Highly Compensated Employees in order of  the dollar amount of such "includable contributions", beginning with the highest such dollar amount. "Excess contributions"  allocated to a Participant for a Plan Year shall be reduced by the amount of any "excess deferrals" previously distributed for  the calendar year ending in such Plan Year.         "Excess contributions" shall be treated as "annual additions".         For purposes of distribution, "excess contributions" shall be considered allocated among a Participant's Deferral  Contributions Accounts and, if applicable, the Participant's Qualified Nonelective Employer Contributions Account and/or  Qualified Matching Employer Contributions Account in the order prescribed and communicated to the Trustee, which order  shall be uniform with respect to all Participants and nondiscriminatory. In the event that "excess contributions" are allocated  to a Participant's Deferral Contributions Accounts, such "excess contributions" will be distributed first from the Participant's  Deferral Contributions for the Plan Year other than his Roth 401(k) Contributions then from his Roth 401(k) Contributions.         Any Matching Employer Contributions attributable to "excess contributions", plus any income and minus any loss  allocable thereto, as determined under Section 6.08, shall be forfeited and applied as provided in Section 11.09.  6.05.  Reductions in Deferral Contributions to Meet Code Requirements.  If the Administrator anticipates that the Plan   will not satisfy the "ADP" and/or "ACP" test for the year, the Administrator may reduce the rate of Deferral Contributions of   Participants who are Highly Compensated Employees to an amount determined by the Administrator to be necessary to  satisfy the "ADP" and/or "ACP" test.  6.06.  Limit on Matching Employer Contributions and Employee Contributions ("ACP" Test).  The provisions of   this Section 6.06 shall not apply to Active Participants who are included in a unit of Employees covered by an agreement   which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one or   more employers.  The provisions of this Section shall not apply to Matching Employer Contributions made on account of   amounts deferred pursuant to Code Section 457 under a separate eligible deferred compensation plan.         Except to the extent the Employer has elected in Subsection 1.11(a)(3) or Subsection 1.12(a)(3) of the Adoption   Agreement to make 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer   Contributions for a Plan Year and the "ACP" test is deemed satisfied in accordance with Section 6.10, notwithstanding any   other provision of the Plan to the contrary, Matching Employer Contributions and Employee Contributions made with respect   to a Plan Year by or on behalf of "eligible participants" who are Highly Compensated Employees for such Plan Year may not   result in an average "contribution percentage" for such "eligible participants" that exceeds the greater of:         (a)    the average "contribution percentage" for the "testing year" of "eligible participants" who are Non-Highly         Compensated Employees for the "testing year" multiplied by 1.25; or          (b)    the average "contribution percentage" for the "testing year" of "eligible participants" who are Non-Highly         Compensated Employees for the "testing year" multiplied by two, provided that the average "contribution         percentage" for the Plan Year being tested of "eligible participants" who are Highly Compensated Employees does         not exceed the average "contribution percentage" for the "testing year" of "eligible participants" who are Non-        Highly Compensated Employees for the "testing year" by more than two percentage points.         For the first Plan Year in which the Plan provides for "contribution percentage amounts" to be made, the "ACP" for   "eligible participants" who are Non-Highly Compensated Employees used in determining the limits applicable under   paragraphs (a) and (b) of this Section 6.06 shall be either three percent or the actual "ACP" of such eligible participants for   such first Plan Year, as elected by the Employer in Section 1.06(b) of the Adoption Agreement.     Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                26 





 






           The "contribution percentage" for any "eligible participant" who is a Highly Compensated Employee for the Plan   Year and who is eligible to have "contribution percentage amounts" allocated to his accounts under two or more plans   described in Code Section 401(a) that are maintained by the Employer or a Related Employer, shall be determined as if such   "contribution percentage amounts" were contributed to the Plan.  If a Highly Compensated Employee participates in two or   more such plans that have different plan years, all "contribution percentage amounts" made during the Plan Year under such   other plans shall be treated as having been contributed to the Plan. Notwithstanding the foregoing, certain plans shall be   treated as separate if mandatorily disaggregated under Treasury Regulations issued under Code Section 401(m).         If this Plan satisfies the requirements of Code Section 401(m), 401(a)(4) or 410(b) only if aggregated with one or   more other plans, or if one or more other plans satisfy the requirements of such Code Sections only if aggregated with this   Plan, then this Section 6.06 shall be applied by determining the "contribution percentages" of Employees as if all such plans   were a single plan.  Plans may be aggregated in order to satisfy Code Section 401(m) only if they have the same plan year   and use the same method to satisfy the "ACP" test.         Notwithstanding anything herein to the contrary, if the Plan permits Employees to make Employee Contributions   and/or receive Matching Employer Contributions prior to the time the Employees have completed the minimum age and   service requirements of  Code Section 410(a)(1)(A) and the Employer elects, pursuant to Code Section 410(b)(4)(B), to   disaggregate the Plan into two component plans for purposes of complying with Code Section 410(b)(1), one benefiting  Employees who have completed such minimum age and service requirements and the other benefiting Employees who have  not, the Plan must be disaggregated in the same manner for ACP testing purposes, unless the Plan applies the alternative rule  in Code Section 401(m)(5)(C). In determining the component plans for purposes of such disaggregation, the Employer may  apply the maximum entry dates permitted under Code Section 410(a)(4).         The Employer shall maintain records sufficient to demonstrate satisfaction of the "ACP" test and the amount of  Deferral Contributions, Qualified Nonelective Employer Contributions, and/or Qualified Matching Employer Contributions  used in such test.  6.07.  Allocation, Distribution, and Forfeiture of "Excess Aggregate Contributions".  Notwithstanding any other   provision of the Plan, the "excess aggregate contributions" allocable to the Account of a Participant, plus any income and   minus any loss allocable thereto, as determined under Section 6.08, shall be forfeited, if forfeitable, or if not forfeitable,   distributed to the Participant no later than the last day of the Plan Year immediately following the Plan Year in which the   "excess aggregate contributions" were made.  If such excess amounts are distributed more than 2 1/2 months (or 6 months if   the Plan has been designated as an EACA within Subsection 1.07(a)(6) of the Adoption Agreement) after the last day of the   Plan Year in which such "excess aggregate contributions" were made, a ten percent excise tax shall be imposed on the   Employer maintaining the Plan with respect to such amounts.           The "excess aggregate contributions" allocable to a Participant's Account shall be determined by reducing the   "contribution percentage amounts" made for the Plan Year on behalf of "eligible participants" who are Highly Compensated   Employees in order of the dollar amount of such "contribution percentage amounts", beginning with the highest such dollar   amount.         "Excess aggregate contributions" shall be treated as "annual additions".         "Excess aggregate contributions" shall be forfeited or distributed from a Participant's Employee Contributions   Account, Matching Employer Contributions Account and, if applicable, the Participant's Deferral Contributions Account   and/or Qualified Nonelective Employer Contributions Account in the order prescribed and communicated to the Trustee,   which order shall be uniform with respect to all Participants and nondiscriminatory. In the event that "excess aggregate   contributions" are allocated to a Participant's Deferral Contributions Accounts, such "excess aggregated contributions" will   be distributed first from the Participant's Deferral Contributions for the Plan Year other than his Roth 401(k) Contributions   then from his Roth 401(k) Contributions.         Forfeitures of "excess aggregate contributions" shall be applied as provided in Section 11.09.   6.08.  Income or Loss on Distributable Contributions.  The income or loss allocable to "excess deferrals", "excess   contributions", and "excess aggregate contributions" shall be determined under one of the following methods:         (a)    the income or loss attributable to such distributable contributions shall be the income or loss for the         "determination year" allocable to the Participant's Account to which such contributions were made multiplied by a         fraction, the numerator of which is the amount of the distributable contributions and the denominator of which is the    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                27 





 






         balance of the Participant's Account to which such contributions were made, determined as of the end of the        "determination year" without regard to any income or loss occurring during the "determination year"; or         (b)    the income or loss attributable to such distributable contributions shall be the income or loss on such        contributions for the "determination year", determined under any other reasonable method.  Any reasonable method        used to determine income or loss hereunder shall be used consistently for all Participants in determining the income        or loss allocable to distributable contributions hereunder and shall be the same method that is used by the Plan in        allocating income or loss to Participants' Accounts.    6.09.  Deemed Satisfaction of "ADP" Test.  Notwithstanding any other provision of this Article 6 to the contrary, if the  Employer has elected in Subsection 1.11(a)(3) or Subsection 1.12(a)(3) of the Adoption Agreement to make 401(k) Safe  Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions, the portion of the  Plan for which the election applies shall be deemed to have satisfied the "ADP" test described in Section 6.03 for a Plan Year  provided all of the following requirements are met with regard to the Active Participants within such portion of the Plan:        (a)    The 401(k) Safe Harbor Matching Employer Contribution or 401(k) Safe Harbor Nonelective Employer        Contribution must be allocated to an Active Participant's Account as of a date within such Plan Year and must be        made before the last day of the 12-month period immediately following such Plan Year.        (b)    If the Employer has elected to make 401(k) Safe Harbor Matching Employer Contributions, such 401(k)        Safe Harbor Matching Employer Contributions must be made with respect to Deferral Contributions made by the        Active Participant for such Plan Year.        (c)    The Employer shall provide to each Active Participant during the Plan Year a comprehensive notice,        written in a manner calculated to be understood by the average Active Participant, of the Active Participant's rights        and obligations under the Plan. If the Employer either (i) is considering amending its Plan to satisfy the "ADP" test        using 401(k) Safe Harbor Nonelective Employer Contributions, as provided in Section 6.11, or (ii) has selected        401(k) Safe Harbor Nonelective Employer Contributions under Subsection 1.12(a)(3) of the Adoption Agreement        and selected Subsection (a)(2), but not Subsection (a)(2)(A) of the 401(k) Safe Harbor Nonelective Employer        Contributions Addendum, the notice shall include a statement that the Plan may be amended to provide a 401(k)        Safe Harbor Nonelective Employer Contribution for the Plan Year.  The notice shall be provided to each Active        Participant within one of the following periods, whichever is applicable:               (1)    if the Employee is an Active Participant 90 days before the beginning of the Plan Year, within the               period beginning 90 days and ending 30 days, or any other reasonable period, before the first day of the               Plan Year; or                (2)   if the Employee becomes an Active Participant after the date described in paragraph (1) above,               within the period beginning 90 days before and ending on the date he becomes an Active Participant.                However, in the case of a notice for an automatic contribution arrangement pursuant to Code Section        401(k)(13), the notice must be provided sufficiently early to allow an Eligible Employee  to make an election to        avoid the contribution pursuant to Section 5.03(c).  Notwithstanding the preceding requirement, the Administrator        cannot make a Participant’s default contribution pursuant to Section 5.03(c) effective any later than the earlier of (i)        the pay date for the second payroll period that begins after the date the notice is provided; or, (ii) the first pay date        that occurs at least 30 days after the notice is provided.               If the notice provides that the Plan may be amended to provide a 401(k) Safe Harbor Nonelective Employer        Contribution for the Plan Year and the Plan is amended to provide such contribution, a supplemental notice shall be        provided to all Active Participants stating that a 401(k) Safe Harbor Nonelective Employer Contribution in the        specified amount shall be made for the Plan Year.  Such supplemental notice shall be provided to Active Participants        at least 30 days before the last day of the Plan Year.        (d)    If the Employer has elected to make 401(k) Safe Harbor Matching Employer Contributions, the ratio of        Matching Employer Contributions made on behalf of each Highly Compensated Employee for the Plan Year to each        such Highly Compensated Employee's eligible contributions for the Plan Year is not greater than the ratio of        Matching Employer Contributions to eligible contributions that would apply to any Non-Highly Compensated        Employee for whom such eligible contributions are the same percentage of Compensation, adjusted as provided in        Section 5.02, for the Plan Year.   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               28 





 






         (e)    Except as otherwise provided in Subsection 6.11(b) or with respect to a Plan Year described in (2) below,        the Plan is amended to provide for 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor        Nonelective Employer Contributions before the first day of such Plan Year and, except as otherwise provided in        Subsection 6.11(d) or with respect to a Plan Year described in (1) through (4) below,  such provisions remain in        effect for an entire 12-month Plan Year. The 12-month Plan Year requirement shall not apply to:               (1)    The first Plan Year of a newly established Plan (other than a successor plan) if such Plan Year is at               least 3 months long, provided that the 3-month requirement shall not apply in the case of a newly               established employer that establishes a plan as soon as administratively feasible;               (2)   The Plan Year in which a cash or deferred arrangement is first added to an existing plan (other               than a successor plan) if the cash or deferred arrangement is effective no later than 3 months before the end               of such Plan Year;               (3)    Any short Plan Year resulting from a change in Plan Year if (i) the Plan satisfied the safe harbor               requirements for the immediately preceding Plan Year and (ii) the Plan satisfies the safe harbor               requirements for the immediately following Plan Year (or the immediately following 12 months, if the               following Plan Year has fewer than 12 months);               (4)    The final Plan Year of a terminating Plan if any of the following applies: (i) the Plan would satisfy               the provisions of paragraph Subsection 6.11(d) below, other than the provisions of paragraph Subsection               6.11(d)(3), treating the termination as an election to reduce or suspend 401(k) Safe Harbor Matching               Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions; (ii) the termination is               in connection with a transaction described in Code Section 410(b)(6)(C); or (iii) the Employer incurs a               substantial business hardship comparable to a substantial business hardship described in Code Section               412(d).        Notwithstanding any other provision of this Section, if the Employer has elected a more stringent eligibility  requirement in Section 1.04 of the Adoption Agreement for 401(k) Safe Harbor Matching Employer Contributions or 401(k)  Safe Harbor Nonelective Employer Contributions than for Deferral Contributions, the Plan shall be disaggregated and treated  as two separate plans pursuant to Code Section 410(b)(4)(B). The separate disaggregated plan that satisfies Code Section  401(k)(12) shall be deemed to have satisfied the "ADP" test. The other disaggregated plan shall be subjected to the "ADP"  test described in Section 6.03.  If the Employer has elected in Subsection (b) of the 401(k) Safe Harbor Matching Employer  Contributions Addendum to the Adoption Agreement or Section (b) of the 401(k) Safe Harbor Nonelective Employer  Contributions Addendum to the Adoption Agreement to exclude some Participants from receiving 401(k) Safe Harbor  Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer Contributions, the Plan shall be deemed to  have satisfied the "ADP" test only with respect to those employees who are eligible to receive such contributions. The  remainder of the Plan shall be subjected to the "ADP" test described in Section 6.03.        Except as otherwise provided in Subsection 6.11(d) regarding amendments suspending or eliminating 401(k) Safe  Harbor Matching Contributions or 401(k) Safe Harbor Nonelective Employer Contributions, a plan that does not meet the  requirements specified in (a) through (e) above with respect to a Plan Year may not default to ADP testing in accordance with  Section 6.03 above.   6.10.  Deemed Satisfaction of "ACP" Test With Respect to Matching Employer Contributions.  The portion of the  Plan that is deemed to satisfy the "ADP" test pursuant to Section 6.09 shall also be deemed to have satisfied the "ACP" test  described in Section 6.06 with respect to Matching Employer Contributions, if Matching Employer Contributions to the Plan  for the Plan Year meet all of the following requirements:        (a)    Matching Employer Contributions meet the requirements of Subsections 6.09(a) and (b) as if they were        401(k) Safe Harbor Matching Employer Contributions;        (b)    the percentage of eligible contributions matched does not increase as the percentage of Compensation        contributed increases;        (c)    the ratio of Matching Employer Contributions made on behalf of each Highly Compensated Employee for        the Plan Year to each such Highly Compensated Employee's eligible contributions for the Plan Year is not greater        than the ratio of Matching Employer Contributions to eligible contributions that would apply to each Non-Highly   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               29 





 






           Compensated Employee for whom such eligible contributions are  the same percentage of Compensation, adjusted         as provided in Section 5.02, for the Plan Year;         (d)    eligible contributions matched do not exceed six percent of a Participant's Compensation; and         (e)    if the Employer elected in Subsection 1.11(a)(2) or 1.11(b) of the Adoption Agreement to provide         discretionary Matching Employer Contributions, the Employer also elected in Subsection 1.11(a)(2)(A) or         1.11(b)(1) of the Adoption Agreement, as applicable, to limit the dollar amount of such discretionary Matching         Employer Contributions allocated to a Participant for the Plan Year to no more than four percent of such         Participant's Compensation for the Plan Year.         The portion of the Plan not deemed to have satisfied the "ACP" test pursuant to this Section shall be subject to the   "ACP" test described in Section 6.06 with respect to Matching Employer Contributions.         If the Plan provides for Employee Contributions, the "ACP" test described in Section 6.06 must be applied with   respect to such Employee Contributions.   6.11.  Changing Testing Methods.  In accordance with Treas. Regs. 1.401(k)-1(e)(7) and 1.401(m)-1(c)(2), it is   impermissible for the Employer to use "ADP" and "ACP" testing for a Plan Year in which it is intended for the plan through   its written terms to be a Code Section 401(k) safe harbor plan and Code Section 401(m) safe harbor plan and the Employer  fails to satisfy the requirements of such safe harbors for the Plan Year.  Notwithstanding any other provisions of the Plan, if  the Employer elects to change between the "ADP" testing method and the safe harbor testing method, the following shall  apply:         (a)    Except as otherwise specifically provided in this Section or Subsection 6.09, or applicable regulation, the         Employer may not change from the "ADP" testing method to the safe harbor testing method unless Plan provisions         adopting the safe harbor testing method are adopted before the first day of the Plan Year in which they are to be         effective and remain in effect for an entire 12-month Plan Year.          (b)    A Plan may be amended during a Plan Year to make 401(k) Safe Harbor Nonelective Employer         Contributions to satisfy the testing rules for such Plan Year if:                (1)   The Employer provides both the initial and subsequent notices described in Section 6.09 for such                Plan Year within the time period prescribed in Section 6.09.                (2)   The Employer amends its Adoption Agreement no later than 30 days prior to the end of such Plan                Year to provide for 401(k) Safe Harbor Nonelective Employer Contribution in accordance with the                provisions of the 401(k) Safe Harbor Nonelective Employer Contributions Addendum to the Adoption                Agreement.         (c)    Except as otherwise specifically provided in this Section, a Plan may not be amended during the Plan Year         to discontinue 401(k) Safe Harbor Nonelective or Matching Employer Contributions and revert to the "ADP" testing         method for such Plan Year.         (d)    A Plan may be amended to reduce or suspend 401(k) Safe Harbor Matching Contributions on future         contributions during a Plan Year or, for an Employer which has incurred a substantial business hardship         (comparable to a substantial business hardship described in Code Section 412(c)), 401(k) Safe Harbor Nonelective         Employer Contributions and revert to the "ADP" testing method for such Plan Year if:                (1)   All Active Participants are provided notice of the reduction or suspension describing (i) the                consequences of the amendment, (ii) the procedures for changing their salary reduction agreements, and                (iii) the effective date of the reduction or suspension.                (2)   The reduction or suspension of such contributions is no earlier than the later of (i) 30 days after the                date the notice described in paragraph (1) is provided to Active Participants or (ii) the date the amendment                is adopted.                (3)   Active Participants are given a reasonable opportunity before the reduction or suspension occurs,                including a reasonable period after the notice described in paragraph (1) is provided to Active Participants,                to change their salary reduction agreements elections.    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                30 





 






                (4)   The Plan satisfies the 401(k) Safe Harbor Matching Employer Contributions provisions of the               Adoption Agreement in effect prior to the amendment with respect to Deferral Contributions made through               the effective date of the amendment.               (5)   The Plan satisfies the 401(k) Safe Harbor Nonelective Employer Contributions provisions of the               Adoption Agreement in effect prior to the amendment with respect to the safe harbor compensation               (compensation meeting the requirements of Section 1.401(k)-3(b)(2) of the Treasury Regulations) paid               through the effective date of the amendment.               If the Employer amends its Plan in accordance with the provisions of this paragraph (d), the "ADP" test        described in Section 6.03 shall be applied as if it had been in effect for the entire Plan Year using the current year        testing method in Subsection 1.06(a)(1) of the Adoption Agreement.  6.12.  Code Section 415 Limitations.  Notwithstanding any other provisions of the Plan, the following limitations shall  apply:        (a)    Employer Maintains Single Plan:  If the "415 employer" does not maintain any other qualified defined        contribution plan or any "welfare benefit fund", "individual medical benefit account", or "simplified employee        pension" in addition to the Plan, the provisions of this Subsection 6.12(a) shall apply.               (1)    If a Participant does not participate in, and has never participated in any other qualified defined               contribution plan, "welfare benefit fund", "individual medical benefit account", or "simplified employee               pension" maintained by the "415 employer", which provides an "annual addition", the amount of "annual               additions" to the Participant's Account for a Limitation Year shall not exceed the lesser of the "maximum               permissible amount" or any other limitation contained in the Plan.  If a contribution that would otherwise               be contributed or allocated to the Participant's Account would cause the "annual additions" for the               Limitation Year to exceed the "maximum permissible amount", the amount contributed or allocated shall               be reduced so that the "annual additions" for the Limitation Year shall equal the "maximum permissible               amount".               (2)    Prior to the determination of a Participant's actual “415 compensation” for a Limitation Year, the               "maximum permissible amount" may be determined on the basis of a reasonable estimation of the               Participant's “415 compensation” for such Limitation Year, uniformly determined for all Participants               similarly situated.  Any Employer contributions to be made based on estimated annual “415 compensation”               shall be reduced by any "excess 415 amounts" carried over from prior Limitation Years.               (3)    As soon as is administratively feasible after the end of the Limitation Year, the "maximum               permissible amount" for such Limitation Year shall be determined on the basis of the Participant's actual               "415 compensation" for such Limitation Year.         (b)   Employer Maintains Multiple Defined Contribution Type Plans:  Unless the Employer specifies another        method for limiting "annual additions" in the 415 Correction Addendum to the Adoption Agreement, if the "415        employer" maintains any other qualified defined contribution plan or any "welfare benefit fund", "individual        medical benefit account", or "simplified employee pension" in addition to the Plan, the provisions of this        Subsection 6.12(b) shall apply.                 (1)   If a Participant is covered under any other qualified defined contribution plan or any "welfare               benefit fund", "individual medical benefit account", or "simplified employee pension" maintained by the               "415 employer", that provides an "annual addition", the amount of "annual additions" to the Participant's               Account for a Limitation Year shall not exceed the lesser of:                     (A)    the "maximum permissible amount", reduced by the sum of any "annual additions" to the                     Participant's accounts for the same Limitation Year under such other qualified defined                     contribution plans and "welfare benefit funds", "individual medical benefit accounts", and                     "simplified employee pensions", or                     (B)    any other limitation contained in the Plan.                     If the "annual additions" with respect to a Participant under other qualified defined contribution               plans, "welfare benefit funds", "individual medical benefit accounts", and "simplified employee pensions"   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               31 





 






                  maintained by the "415 employer" are less than the "maximum permissible amount" and a contribution that                would otherwise be contributed or allocated to the Participant's Account under the Plan would cause the                "annual additions" for the Limitation Year to exceed the "maximum permissible amount", the amount to be                contributed or allocated shall be reduced so that the "annual additions" for the Limitation Year shall equal                the "maximum permissible amount".  If the "annual additions" with respect to the Participant under such                other qualified defined contribution plans, "welfare benefit funds", "individual medical benefit accounts",                and "simplified employee pensions" in the aggregate are equal to or greater than the "maximum permissible                amount", no amount shall be contributed or allocated to the Participant's Account under the Plan for the                Limitation Year.                (2)   Prior to the determination of a Participant's actual “415 compensation” for the Limitation Year, the                amounts referred to in Subsection 6.12(b)(1)(A) above may be determined on the basis of a reasonable                estimation of the Participant's “415 compensation” for such Limitation Year, uniformly determined for all                Participants similarly situated.  Any Employer contribution to be made based on estimated annual “415                compensation” shall be reduced by any "excess 415 amounts" carried over from prior Limitation Years.                (3)   As soon as is administratively feasible after the end of the Limitation Year, the amounts referred                to in Subsection 6.12(b)(1)(A) shall be determined on the basis of the Participant's actual "415                compensation" for such Limitation Year.          (c)    Corrections:  In correcting an “excess 415 amount” in a Limitation Year, the Employer may use any         appropriate correction under the Employee Plans Compliance Resolution System, or any successor thereto.         (d)    Exclusion from Annual Additions:  Restorative payments allocated to a Participant’s Account, which         include payments made to restore losses to the Plan resulting from actions (or a failure to act) by a fiduciary for         which there is a reasonable risk of liability under Title I of ERISA or under other applicable federal or state law,         where similarly situated Participants are similarly treated do not give rise to an “annual addition” for any Limitation         Year.    Article 7.   Participants' Accounts.   7.01. Individual Accounts.  The Administrator shall establish and maintain an Account for each Participant that shall   reflect Employer and Employee contributions made on behalf of the Participant and earnings, expenses, gains and losses   attributable thereto, and investments made with amounts in the Participant's Account.  The Administrator shall separately   account for any Deferral Contributions made on behalf of a Participant and the earnings, expenses, gains and losses   attributable thereto. The Administrator shall establish and maintain such other accounts and records as it decides in its   discretion to be reasonably required or appropriate in order to discharge its duties under the Plan.  The Administrator shall   notify the Trustee of all Accounts established and maintained under the Plan.         If "designated Roth contributions", as defined in Section 6.01, are held under the Plan either as Rollover   Contributions or because of an Active Participant's election to make Roth 401(k) Contributions under the terms of the Plan,   separate accounts shall be maintained with respect to such "designated Roth contributions." Contributions and withdrawals of   "designated Roth contributions" will be credited and debited to the "designated Roth contributions" sub-account maintained   for each Participant within the Participant's Account. The Plan will maintain a record of the amount of "designated Roth  contributions" in each such sub-account. Gains, losses, and other credits or charges will be separately allocated on a  reasonable and consistent basis to each Participant's "designated Roth contributions" sub-account and the Participant's other  sub-accounts within the Participant's Account under the Plan. No contributions other than "designated Roth contributions"  and properly attributable earnings will be credited to each Participant's "designated Roth contributions" sub-account.  7.02.  Valuation of Accounts.  Participant Accounts shall be valued at their fair market value at least annually as of a   "determination date", as defined in Subsection 15.01(a), in accordance with a method consistently followed and uniformly   applied, and on such date earnings, expenses, gains and losses on investments made with amounts in each Participant's   Account shall be allocated to such Account.    Article 8.   Investment of Contributions.   8.01.  Manner of Investment.  All contributions made to the Accounts of Participants shall be held for investment by the   Trustee.  The Accounts of Participants shall be invested and reinvested only in Permissible Investments designated in the    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                32 





 






   Service Agreement. The Trustee shall have no responsibility for the selection of Permissible Investments and shall not render  investment advice to any person in connection with the selection of such options.  8.02. Investment Decisions.  Investments shall be directed by the Employer or by each Participant or both, in accordance  with the Employer's election in Subsection 1.24 of the Adoption Agreement.  Pursuant to Section 20.04, the Trustee shall  have no discretion or authority with respect to the investment of the Trust Fund; however, the Trustee or an affiliate may  exercise investment management authority in accordance with Subsection (e) below.        (a)    With respect to those Participant Accounts for which Employer investment direction is elected, the        Employer (in its capacity as a named fiduciary under ERISA) has the right to direct the Trustee in writing with        respect to the investment and reinvestment of assets in the Permissible Investments designated in the Service        Agreement.        (b)    With respect to those Participant Accounts for which Participant investment direction is elected, each        Participant shall direct the investment of his Account among the Permissible Investments designated in the Service        Agreement.  The Participant shall file initial investment instructions using procedures established by the        Administrator, selecting the Permissible Investments in which amounts credited to his Account shall be invested.  If        the Plan has in place a qualified default investment alternative as described in ERISA Section 404(c)(5) and the        regulations issued thereunder, the Trustee may be directed to change a Participant’s or Beneficiary’s investment        election, with respect to amounts already held under the Trust and/or future contributions, to the qualified default        investment alternative if the Plan’s investment fiduciary notifies the Participant or Beneficiary, in accordance with        the aforementioned regulations, that the investment change will occur absent an affirmative election and the        Participant or Beneficiary fails to make such election after receiving the notice.               (1)   While any balance remains in the Account of a Participant after his death, the Beneficiary of the               Participant shall make decisions as to the investment of the Account as though the Beneficiary were the               Participant.  To the extent required by a qualified domestic relations order as defined in Code               Section 414(p), an alternate payee shall make investment decisions with respect to any segregated account               established in the name of the alternate payee as provided in Section 18.04.               (2)    If the Trustee receives any contribution under the Plan as to which investment instructions have               not been provided, such amount shall be invested in the Permissible Investment selected for such purposes               in the Service Agreement.               To the extent that the Employer elects to allow Participants to direct the investment of their Account in        Section 1.24 of the Adoption Agreement, the Plan is intended to constitute a plan described in ERISA        Section 404(c)(1) and regulations issued thereunder. The fiduciaries of the Plan shall be relieved of liability for any        losses that are the direct and necessary result of investment instructions given by the Participant, his Beneficiary, or        an alternate payee under a qualified domestic relations order.               If one of the Permissible Investments for the Plan is employer securities (as defined in Section 407(d)(1) of        ERISA) of a publicly traded company or one treated as publicly traded pursuant to Section 401(a)(35)(F) of the        Code, the Plan must have no fewer than three Permissible Investments, other than such employer securities, each of        which must be diversified and have materially different risk and return characteristics.  To the extent contributions        to the Plan have been required to be invested in such employer securities through Section 1.24(b) and subject to any        restrictions described therein, a Participant or Beneficiary must be permitted to direct the investment of the proceeds        from an exchange out of employer securities into one of the Permissible Investments described in this paragraph.         Except as provided in Reg. Section 1.401(a)(35)-1 and other applicable guidance, the Plan shall not impose        restrictions or conditions with respect to the investment of employer securities that are not imposed on the other        Permissible Investments, except any restrictions or conditions imposed by reason of the application of securities        laws.        (c)    All dividends, interest, gains and distributions of any nature received in respect of Fund Shares shall be        reinvested in additional shares of that Permissible Investment, except as otherwise designated in the Service        Agreement.        (d)    Expenses attributable to the acquisition of investments shall, in accordance with the Service Agreement, be        charged to the Account of the Participant for which such investment is made.   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               33 





 






           (e)    The Administrator, as named fiduciary for the Plan, may appoint one or more investment managers (as         defined under Section 3(38) of ERISA) who may have such duties, up to and including any authority to determine         what shall be the Permissible Investments for the Plan at any given time, what restrictions will exist upon those and         how unallocated accounts under the Plan and contributions described in Section 8.02(b)(2) of the Plan shall be         invested, as the Administrator in its sole discretion shall determine in its appointment and agreement with such         investment manager(s). Such agreement(s) may limit, to the extent permissible under ERISA, the Administrator’s         authority and responsibility for the Plan’s Permissible Investments so delegated to the investment manager(s). The         Administrator and the Trustee shall describe in the Service Agreement the extent to which any such investment         manager may direct the Trustee regarding the Permissible Investments for the Plan.  The Administrator shall retain         the authority to revoke any such appointment of an investment manager and shall notify the Trustee of any such         revocation in such form or manner as required under the Service Agreement. The Administrator may appoint an         investment manager (which may be an affiliate of the Trustee) to determine the allocation of amounts held in         Participants' Accounts among various investment options (the "Managed Account" option) for Participants who         direct the Trustee to invest any portion of their accounts in the Managed Account option. The investment options         utilized under the Managed Account option may be those generally available under the Plan or may be as selected         by the investment manager for use under the Managed Account option. Participation in the Managed Account option         shall be subject to such conditions and limitations (including account minimums) as may be imposed by the         investment manager. An investment manager (which may be the Trustee or an affiliate) may also be appointed to         manage any Permissible Investment subject to management by such investment manager.   8.03.  Participant Directions to Trustee.  The method and frequency for change of investments shall be determined under   the rules applicable to the Permissible Investments, including any additional rules limiting the frequency of investment   changes, which are designated in the Service Agreement (except where the asset(s) are subject to Section 20.10 and   agreements described therein).  The Trustee shall have no duty to inquire into the investment decisions of a Participant or to   advise him regarding the purchase, retention, or sale of assets credited to his Account.    Article 9.   Participant Loans.   9.01. Special Definition.  For purposes of this Article, a "participant" is any Participant or Beneficiary, including an   alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), who is a party-in-interest (as   determined under ERISA Section 3(14)) with respect to the Plan.   9.02. Participant Loans.  If so provided by the Employer in Section 1.18 of the Adoption Agreement, the Administrator   shall allow "participants" to apply for a loan from their Accounts under the Plan, subject to the provisions of this Article 9.  9.03.  Separate Loan Procedures.  All Plan loans shall be made and administered in accordance with separate loan   procedures that are hereby incorporated into the Plan by reference.  The separate loan procedures shall describe the portions  of a Participant’s Account from which loans may be taken.   9.04.  Availability of Loans.  Loans shall be made available to all "participants" on a reasonably equivalent basis.    Loans   shall not be made available to "participants" who are Highly Compensated Employees in an amount greater than the amount   made available to other "participants".   9.05.  Limitation on Loan Amount.  No loan to any "participant" shall be made to the extent that such loan when added   to the outstanding balance of all other loans to the "participant" would exceed the lesser of (a) $50,000 reduced by the excess   (if any) of the highest outstanding balance of plan loans during the one-year period ending on the day before the loan is made   over the outstanding balance of plan loans on the date the loan is made, or (b) one-half the present value of the "participant's"   vested interest in his Account.  For purposes of the above limitation, plan loans include all loans from all plans maintained by   the Employer and any Related Employer.   9.06. Interest Rate.  Subject to the requirements of the Servicemembers Civil Relief Act, all loans shall bear a reasonable   rate of interest as determined by the Administrator based on the prevailing interest rates charged by persons in the business of  lending money for loans which would be made under similar circumstances.  The determination of a reasonable rate of  interest must be based on appropriate regional factors unless the Plan is administered on a national basis in which case the  Administrator may establish a uniform reasonable rate of interest applicable to all regions.  9.07. Level Amortization.  All loans shall by their terms require that repayment (principal and interest) be amortized in   level payments, not less frequently than quarterly, over a period not extending beyond five years from the date of the loan    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                34 





 






     unless such loan is for the purchase of a "participant's" primary residence.  Notwithstanding the foregoing, the amortization   requirement may be waived while a "participant" is on a leave of absence from employment with the Employer and any   Related Employer either without pay or at a rate of pay which, after withholding for employment and income taxes, is less  than the amount of the installment payments required under the terms of the loan, provided that the period of such waiver  shall not exceed one year, unless the "participant" is absent because of military leave during which the "participant" performs  services with the uniformed services (as defined in chapter 43 of title 38 of the United States Code), regardless of whether  such military leave is a qualified military leave in accordance with the provisions of Code Section 414(u).  Installment  payments must resume after such leave of absence ends or, if earlier, after the first year of such leave of absence, in an  amount that is not less than the amount of the installment payments required under the terms of the original loan.  Unless a  "participant" is absent because of military leave, as discussed below, no waiver of the amortization requirements shall extend  the period of the loan beyond five years from the date of the loan, unless the loan is for purchase of the "participant's"  primary residence. If a "participant" is absent because of military leave during which the "participant" performs services with  the uniformed services (as defined in chapter 43 of title 38 of the United States Code), regardless of whether such military  leave is a qualified military leave in accordance with the provisions of Code Section 414(u), waiver of the amortization   requirements may extend the period of the loan to the maximum period permitted for such loan under the separate loan   procedures extended by the period of such military leave.   9.08. Security.  Loans must be secured by the "participant's" vested interest in his Account not to exceed 50 percent of   such vested interest.  If the provisions of Section 14.04 apply to a Participant, a Participant must obtain the consent of his or   her Spouse, if any, to use his vested interest in his Account as security for the loan.  Spousal consent shall be obtained no   earlier than the beginning of the 180-day period that ends on the date on which the loan is to be so secured.  The consent must   be in writing, must acknowledge the effect of the loan, and must be witnessed by a Plan representative or notary public.  Such   consent shall thereafter be binding with respect to the consenting Spouse or any subsequent Spouse with respect to that loan.    Any revision of such a loan permitted by Q & A 24(c) of Section 1.401(a)-20 of the Treasury Regulations and the Plan's   separate loan procedures shall be treated as a new loan made on the date of such revision for purposes of spousal consent.   9.09. Loan Repayments.  If a "participant's" loan is being repaid through payroll withholding, the Employer shall remit   any such loan repayment to the Trustee as of the earliest date on which such amount can reasonably be segregated from the   Employer's general assets, but not later than the earlier of (a) the close of the period specified in the separate loan procedures  for preventing a default or (b) the 15th business day of the calendar month following the month in which such amount  otherwise would have been paid to the "participant".  9.10. Default.  The Administrator shall treat a loan in default if:         (a)    any scheduled repayment remains unpaid at the end of the cure period specified in the separate loan         procedures (unless payment is not made due to a waiver of the amortization schedule for a "participant" who is on a         leave of absence, as described in Section 9.07), or          (b)    there is an outstanding principal balance existing on a loan after the last scheduled repayment date.         Upon default, the entire outstanding principal and accrued interest shall be immediately due and payable.  If a   distributable event (as defined by the Code) has occurred, the Administrator shall direct the Trustee to foreclose on the   promissory note and offset the "participant's" vested interest in his Account by the outstanding balance of the loan.  If a   distributable event has not occurred, the Administrator shall direct the Trustee to foreclose on the promissory note and offset   the "participant's" vested interest in his Account as soon as a distributable event occurs.  The Trustee shall have no obligation   to foreclose on the promissory note and offset the outstanding balance of the loan except as directed by the Administrator.  9.11.  Effect of Termination Where Participant has Outstanding Loan Balance.  If a Participant has an outstanding   loan balance at the time his employment terminates, the entire outstanding principal and accrued interest shall be due and   payable by the end of the cure period specified in the separate loan procedures. Any outstanding loan amounts that are   immediately due and payable hereunder shall be treated in accordance with the provisions of Sections 9.10 and 9.12 as if the   Participant had defaulted on the outstanding loan. Notwithstanding the foregoing, if a Participant with an outstanding loan   balance terminates employment with the Employer and all Related Employers under circumstances that do not constitute a   separation from service, as described in Subsection 12.01(b), such Participant may elect, within 60 days of such termination,   to roll over the outstanding loan to an eligible retirement plan, as defined in Section 13.04, that accepts such rollovers.   9.12. Deemed Distributions Under Code Section 72(p).  Notwithstanding the provisions of Section 9.10, if a   "participant's" loan is in default, the "participant" shall be treated as having received a taxable "deemed distribution" for    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                35 





 






     purposes of Code Section 72(p), whether or not a distributable event has occurred. The tax treatment of that portion of a   defaulted loan that is secured by Roth 401(k) Contributions shall be determined in accordance with Code Section 402A and   guidance issued thereunder.         The amount of a loan that is a deemed distribution ceases to be an outstanding loan for purposes of Code Section 72,   except as otherwise specifically provided herein, and a Participant shall not be treated as having received a taxable   distribution when the Participant's Account is offset by the outstanding balance of the loan amount as provided in   Section 9.10. In addition, interest that accrues on a loan after it is deemed distributed shall not be treated as an additional loan   to the Participant and shall not be included in the income of the Participant as a deemed distribution.  Notwithstanding the   foregoing, unless a Participant repays a loan that has been deemed distributed, with interest thereon, the amount of such loan,   with interest, shall be considered an outstanding loan under Code Section 72(p) for purposes of determining the applicable   limitation on subsequent loans under Section 9.05.          If a Participant makes payments on a loan that has been deemed distributed, payments made on the loan after the   date it was deemed distributed shall be treated as Employee Contributions to the Plan for purposes of increasing the   Participant's tax basis in his Account, but shall not be treated as Employee Contributions for any other purpose under the   Plan, including application of the "ACP" test described in Section 6.06 and application of the Code Section 415 limitations   described in Section 6.12.         The provisions of this Section 9.12 regarding treatment of loans that are deemed distributed shall not apply to loans   made prior to January 1, 2002, except to the extent provided under the transition rules in Q & A 22(c)(2) of Section 1.72(p)-l   of the Treasury Regulations.   9.13.  Determination of Vested Interest Upon Distribution Where Plan Loan is Outstanding.  Notwithstanding any   other provision of the Plan, the portion of a "participant's" vested interest in his Account that is held by the Plan as security   for a loan outstanding to the "participant" in accordance with the provisions of this Article shall reduce the amount of the   Account payable at the time of death or distribution, but only if the reduction is used as repayment of the loan.  If less than   100 percent of a "participant's" vested interest in his Account (determined without regard to the preceding sentence) is   payable to the "participant's" surviving Spouse or other Beneficiary, then the Account shall be adjusted by first reducing the  "participant's" vested interest in his Account by the amount of the security used as repayment of the loan, and then  determining the benefit payable to the surviving Spouse or other Beneficiary.   Article 10.   In-Service Withdrawals.   10.01. Availability of In-Service Withdrawals.  Except as otherwise permitted under Section 11.02 with respect to   Participants who continue in employment past Normal Retirement Age, or as required under Section 12.04 with respect to   Participants who continue in employment past their Required Beginning Date, a Participant shall not be permitted to make a   withdrawal from his Account under the Plan prior to retirement or termination of employment with the Employer and all   Related Employers, if any, except as provided in this Article.           (a)  Active Military Distribution (HEART Act): A Participant performing service in the uniformed services as         described in Code Section 3401(h)(2)(A) shall be treated as having been severed from employment with the         Employer for purposes of Code Section 401(k)(2)(B)(i)(I) and shall, as long as that service in the uniformed services         continues, have the option to request a distribution of all or any part of his or her Account restricted from         distribution only due to Code Section 401(k)(2)(B)(i)(I).  Any distribution taken by a Participant pursuant to the         previous sentence shall be considered an eligible rollover distribution pursuant to Section 13.04(c) of the Plan and         any Participant taking a distribution under this Subsection shall be suspended from making Deferral Contributions         and Employee Contributions under the Plan for a period of 6 months following the date of any such distribution.   10.02. Withdrawal of Employee Contributions.  A Participant may elect to withdraw up to 100 percent of the amount   then credited to his Employee Contributions Account.  Such withdrawals may be made in accordance with the frequency   constraints selected through Subsection 1.19(c) of the Adoption Agreement.   10.03.  Withdrawal of Rollover Contributions.  A Participant may elect to withdraw up to 100 percent of the amount then   credited to his Rollover Contributions Account.  Such withdrawals may be made at any time.   10.04.  Age 59 1/2 Withdrawals.  If so provided by the Employer in Subsection 1.19(b) of the Adoption Agreement or the   In-Service Withdrawals Addendum to the Adoption Agreement, a Participant who continues in employment as an Employee    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                36 





 






   and who has attained the age of 59 1/2 is permitted to withdraw upon request all or any portion of his Accounts specified by  the Employer in Subsection 1.19(b) of the Adoption Agreement or the In-Service Withdrawals Addendum to the Adoption  Agreement, as applicable and as may be limited therein.  10.05. Hardship Withdrawals.  If so provided by the Employer in Subsection 1.19(a) of the Adoption Agreement, a  Participant who continues in employment as an Employee may apply for a hardship withdrawal. Unless provided otherwise  in the Service Agreement, the Participant may apply by certifying to the Administrator all of the required criteria specified in  this Section.  Such certification shall represent that the Participant has documentation substantiating the hardship.  Such a  hardship withdrawal may include all or any portion of the Accounts specified by the Employer in Subsection 1.19(a)(1) of the  Adoption Agreement and Section (c) of the In-Service Withdrawals Addendum to the Adoption Agreement, if applicable,  excluding any earnings on the Deferral Contributions Account accrued after the later of December 31, 1988 or the last day of  the last Plan Year ending before July 1, 1989.  The minimum amount, if any, that a Participant may withdraw because of  hardship is the dollar amount specified by the Employer in Subsection 1.19(a) of the Adoption Agreement.        For purposes of this Section 10.05, a withdrawal is made on account of hardship if made on account of an immediate  and heavy financial need of the Participant where such Participant lacks other available resources. The Administrator shall  direct the Trustee with respect to hardship withdrawals and those withdrawals shall be based on the following special rules:        (a)    The following are the only financial needs considered immediate and heavy:                (1)   expenses incurred or necessary for medical care (that would be deductible under Code               Section 213(d), determined without regard to whether the expenses exceed any applicable income limit) of               the Participant, the Participant's Spouse, children, or dependents, or a primary beneficiary of the               Participant;               (2)    costs directly related to the purchase (excluding mortgage payments) of a principal residence for               the Participant;               (3)   payment of tuition, related educational fees, and room and board for the next 12 months of post-              secondary education for the Participant, the Participant's Spouse, children or dependents (as defined in               Code Section 152, without regard to subsections (b)(1), (b)(2), and (d)(1)(B) thereof) , or a primary               beneficiary of the Participant;               (4)   payments necessary to prevent the eviction of the Participant from, or a foreclosure on the               mortgage on, the Participant's principal residence;               (5)    payments for funeral or burial expenses for the Participant's deceased parent, Spouse, child, or               dependent (as defined in Code Section 152, without regard to subsection (d)(1)(B) thereof) , or a primary               beneficiary of the Participant;               (6)   expenses for the repair of damage to the Participant's principal residence that would qualify for a               casualty loss deduction under Code Section 165 (determined without regard to whether the loss exceeds               any applicable income limit); or               (7)   any other financial need determined to be immediate and heavy under rules and regulations issued               by the Secretary of the Treasury or his delegate; provided, however, that any such financial need shall               constitute an immediate and heavy need under this paragraph (7) no sooner than administratively               practicable following the date such rule or regulation is issued.        For purposes of this Section, the term “primary beneficiary” means a Beneficiary under the Plan who has an        unconditional right to all or a portion of the Participant’s Account upon the death of the Participant.        (b)    A distribution shall be considered as necessary to satisfy an immediate and heavy financial need of the        Participant only if:               (1)   The Participant has obtained all distributions, other than the hardship withdrawal, and all               nontaxable (at the time of the loan) loans currently available under all plans maintained by the Employer or               any Related Employer;               (2)   The Participant suspends Deferral Contributions and Employee Contributions to the Plan for the 6-              month period following receipt of his hardship withdrawal. The suspension must also apply to all elective   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               37 





 






                  contributions and employee contributions to all other qualified plans and non-qualified plans maintained by                the Employer or any Related Employer, other than any mandatory employee contribution portion of a                defined benefit plan, including stock option, stock purchase, and other similar plans, but not including                health and welfare benefit plans (other than the cash or deferred arrangement portion of a cafeteria plan);                and                (3)   The withdrawal amount is not in excess of the amount of an immediate and heavy financial need                (including amounts necessary to pay any Federal, state or local income taxes or penalties reasonably                anticipated to result from the distribution).  10.06.  Additional In-Service Withdrawal Rules.  To the extent required under Code Section 411(d)(6), in-service   withdrawals that were available under a prior plan shall be available under the Plan and indicated using Subsection 1.19(g) of   the Adoption Agreement.  The Employer may also elect additional in-service withdrawal options using Section 1.19(g) of the   Adoption Agreement.   10.07.  Restrictions on In-Service Withdrawals.  The following restrictions apply to any in-service withdrawal made from   a Participant's Account under this Article:         (a)    Except with regard to a rollover made pursuant to Subsection 1.09(b), if the provisions of Section 14.04         apply to a Participant's Account, the Participant must obtain the consent of his Spouse, if any, to obtain an in-service         withdrawal.         (b)    In-service withdrawals under this Article shall be made in a lump sum payment, except that if the         provisions of Section 14.04 apply to a Participant's Account, the Participant shall receive the in-service withdrawal         in the form of a "qualified joint and survivor annuity", as defined in Subsection 14.01(a), unless the consent rules in         Section 14.05 are satisfied, or the Participant may elect to receive the in-service withdrawal in the form of a         "qualified optional survivor annuity", as defined in Subsection 14.01(b).         (c)    Notwithstanding any other provision of the Plan to the contrary other than the provisions of Section 11.02         or 12.04, a Participant shall not be permitted to make an in-service withdrawal from his Account of amounts         attributable to contributions made to a money purchase pension plan, except employee and/or rollover contributions         that were held in a separate account(s) under such plan.  10.08 Qualified Disaster Distributions.   To the extent that the Employer has so provided by selecting Section 1.19(d) of   the Adoption Agreement and completing Section (d) of the In-Service Withdrawals Addendum to the Adoption Agreement,   Qualified Individuals (as defined in subsection (b) below) may designate all or a portion of a qualifying distribution as a   Qualified Disaster Distribution (as defined in subsection (a) below).         (a)    A “Qualified Disaster Distribution” means any distribution made on or after the QDD Effective Date (as         defined in subsection (c) below) and before the QDD Distribution Date (as defined in subsection (d) below) to a         Qualified Individual, to the extent that such distribution, when aggregated with all other Qualified Disaster         Distributions to the Qualified Individual made under the Plan (and under any other plan maintained by the Employer         or a Related Employer), does not exceed $100,000.  A Qualified Disaster Distribution must be made in accordance         with and pursuant to the distribution provisions of the Plan, except that:                (1)   A Qualified Disaster Distribution of amounts attributable to Nonelective Employer Contributions,                Deferral Contributions and Qualified Nonelective Employer contributions shall be deemed to be made after                the occurrence of any distributable events otherwise applicable under Code section 401(k)(2)(B)(i), such as                termination of employment (and shall be deemed permissible under Section 12.01), and                (2)    The requirements of Code sections 401(a)(31), 402(f) and 3405 and Section 13.04 shall not apply.         (b)    A “Qualified Individual” means any individual described in Section (d) of the In-Service Withdrawal         Addendum to the Adoption Agreement whose principal place of abode is within a federally declared disaster area on         the date so indicated pursuant to Code Section 1400M or other federal law which treats such a person as if Code         Section 1400M applied.         (c)    The  “QDD Effective Date” means the date described in Section (d) of the In-Service Withdrawal         Addendum to the Adoption Agreement upon which Code Section 1400M would be made applicable to the Qualified         Individual in accordance with (b) above.    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                38 





 






           (d)    The “QDD Distribution Date” means the date described in Section (d) of the In-Service Withdrawal         Addendum to the Adoption Agreement upon which the Qualified Individual is no longer able to take the distribution         pursuant to Code Section 1400M in accordance with (b) above due to his or her principal place of abode at the time.         (e)    If the Employer elected to provide for Rollover Contributions in Subsection 1.09(a) of the Adoption         Agreement, an Eligible Employee who received a Qualified Disaster Distribution, as defined herein, may repay to         the Plan the Qualified Disaster Distribution, provided the Qualified Disaster Distribution is eligible for tax-free         rollover treatment. Any such re-contribution will be treated as having been made in a direct rollover to the Plan,         provided it is made during the three-year period beginning on the day after the date on which the Qualified Disaster         Distribution was received and does not exceed the amount of such distribution.   10.09. Qualified Reservist Distributions.  If so elected by the Employer in Section 1.19(e) of the Adoption Agreement,   and notwithstanding anything herein to the contrary, a Participant ordered or called to active duty for a period in excess of   179 days or for an indefinite period by reason of being a member of a reserve component (as defined in section 101 of title   37, United States Code), shall be eligible to elect to receive a Qualified Reservist Distribution.  A “Qualified Reservist   Distribution” means a distribution from the Participant’s Account of amounts attributable to Deferral Contributions, provided   such distribution is made during the period beginning on the date of the order or call to active duty and ending at the close of   the active duty period.   10.10.  Age 62 Distribution of Money Purchase Benefits.  If so elected by the Employer in Section 1.19(f) of the   Adoption Agreement, a Participant who has attained at least age 62 shall be eligible to elect to receive a distribution of vested  benefit amounts accrued as a result of the Participant’s participation in a money purchase pension plan (due to a merger into  this Plan of money purchase pension plan assets), if any.   Article 11.   Right to Benefits.   11.01. Normal or Early Retirement.  Each Participant who continues in employment as an Employee until his Normal   Retirement Age or, if so provided by the Employer in Subsection 1.14(b) of the Adoption Agreement, Early Retirement Age,   shall have a vested interest in his Account of 100 percent regardless of any vesting schedule elected in Section 1.16 of the   Adoption Agreement.  If a Participant retires upon the attainment of Normal or Early Retirement Age, such retirement is   referred to as a normal retirement.   11.02. Late Retirement.  If a Participant continues in employment as an Employee after his Normal Retirement Age, he   shall continue to have a 100 percent vested interest in his Account and shall continue to participate in the Plan until the date   he establishes with the Employer for his late retirement.  Until he retires, he has a continuing right to elect to receive   distribution of all or any portion of his Account in accordance with the provisions of Articles 12 and 13; provided, however,   that a Participant may not receive any portion of his Deferral Contributions, Qualified Nonelective Employer Contributions,   Qualified Matching Employer Contributions, 401(k) Safe Harbor Matching Employer Contributions, or 401(k) Safe Harbor   Nonelective Employer Contributions Accounts prior to his attainment of age 59 1/2.   11.03. Disability Retirement.  If so provided by the Employer in Subsection 1.14(c) of the Adoption Agreement, a   Participant who becomes disabled while employed as an Employee shall have a 100 percent vested interest in his Account   regardless of any vesting schedule elected in Section 1.16 of the Adoption Agreement.  An Employee is considered disabled   if he satisfies any of the requirements for disability retirement selected by the Employer in Section 1.15 of the Adoption   Agreement and terminates his employment with the Employer.  Such termination of employment is referred to as a disability   retirement.   11.04. Death.  A Participant who dies while employed as an Employee, or while performing qualified military service as   defined in Code Section 414(u)(5), shall have a 100 percent vested interest in his Account and his designated Beneficiary   shall be entitled to receive the balance of his Account, plus any amounts thereafter credited to his Account.  If a Participant   whose employment as an Employee has terminated dies, his designated Beneficiary shall be entitled to receive the   Participant's vested interest in his Account.         A copy of the death notice or other sufficient documentation must be provided to the Administrator using procedures   established by the Administrator.  If upon the death of the Participant there is, in the opinion of the Administrator, no   designated Beneficiary for part or all of the Participant's Account, such amount shall be paid to his surviving Spouse or, if   none, to his estate (such Spouse or estate shall be deemed to be the Beneficiary for purposes of the Plan).  If a Beneficiary  dies after benefits to such Beneficiary have commenced, but before they have been completed, and, in the opinion of the    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                39 





 






     Administrator, no person has been designated to receive such remaining benefits, then such benefits shall be paid in a lump  sum to the deceased Beneficiary's estate.         Subject to the requirements of Section 14.04, a Participant may designate a Beneficiary, or change any prior  designation of Beneficiary by giving notice to the Administrator using procedures established by the Administrator.  If more  than one person is designated as the Beneficiary, their respective interests shall be as indicated on the designation form.  In  the case of a married Participant, the Participant's Spouse shall be deemed to be the designated Beneficiary unless the   Participant's Spouse has consented to another designation in the manner described in Section 14.06.  Notwithstanding the   foregoing, if a Participant’s Account is subject to the requirements of Section 14.04 and the Employer has specified in   Subsection 1.20(d)(2)(B)(ii) of the Adoption Agreement that less than 100 percent of the Participant’s Account that is subject   to Section 14.04 shall be used to purchase the “qualified preretirement survivor annuity”, as defined in Section 14.01, the   Participant may designate a Beneficiary other than his Spouse for the portion of his Account that would not be used to   purchase the “qualified preretirement survivor annuity,” regardless of whether the Spouse consents to such designation.    11.05.  Other Termination of Employment.  If a Participant terminates his employment with the Employer and all Related   Employers, if any, for any reason other than death or normal, late, or disability retirement, he shall be entitled to a   termination benefit equal to the sum of (a) his vested interest in the balance of his Matching Employer and/or Nonelective   Employer Contributions Account(s), such vested interest to be determined in accordance with Section 5.11 and the vesting   schedule(s) selected by the Employer in Section 1.16 of the Adoption Agreement and/or the Vesting Addendum to the   Adoption Agreement, and (b) the balance of his Deferral, Employee, Qualified Nonelective Employer, Qualified Matching  Employer, and Rollover Contributions sub-accounts.  11.06.  Application for Distribution. Except as provided in Subsection 1.21(a) of the Adoption Agreement, a Participant   (or his Beneficiary, if the Participant has died) who is entitled to a distribution hereunder must request such distribution,  using procedures established by the Administrator, unless the Employer has elected in Subsection 1.20(e)(1) of the Adoption  Agreement to cash out de minimus Accounts and the Participant's vested interest in his Account does not exceed the amount  subject to automatic distribution pursuant to Section 13.02.  11.07.  Application of Vesting Schedule Following Partial Distribution.  If a distribution from a Participant's Matching   Employer and/or Nonelective Employer Contributions Account has been made to him at a time when his vested interest in   such Account balance is less than 100 percent, the vesting schedule(s) in Section 1.16 of the Adoption Agreement shall   thereafter apply only to the balance of his Account attributable to Matching Employer and/or Nonelective Employer   Contributions allocated after such distribution.  The balance of the Account from which such distribution was made shall be   transferred to a separate account immediately following such distribution.         At any relevant time prior to a forfeiture of any portion thereof under Section 11.08, a Participant's vested interest in  such separate account shall be equal to P(AB+(RxD))-(RxD), where P is the Participant's vested interest expressed as a   percentage at the relevant time determined under Section 11.05; AB is the account balance of the separate account at the   relevant time; D is the amount of the distribution; and R is the ratio of the account balance at the relevant time to the account  balance after distribution.  Following a forfeiture of any portion of such separate account under Section 11.08 below, the  Participant's vested interest in any balance in such separate account shall remain 100 percent.  11.08. Forfeitures.  If a Participant terminates his employment with the Employer and all Related Employers before his   vested interest in his Matching Employer and/or Nonelective Employer Contributions Accounts is 100 percent, the non-  vested portion of his Account (including any amounts credited after his termination of employment) shall be forfeited by him   as follows:         (a)    If the Inactive Participant elects to receive distribution of his entire vested interest in his Account, the non-        vested portion of his Account shall be forfeited upon the complete distribution of such vested interest, subject to the         possibility of reinstatement as provided in Section 11.10.  For purposes of this Subsection, if the value of an         Employee's vested interest in his Account balance is zero, the Employee shall be deemed to have received a         distribution of his vested interest immediately following termination of employment.         (b)    If the Inactive Participant elects not to receive distribution of his vested interest in his Account following         his termination of employment, the non-vested portion of his Account shall be forfeited after the Participant has         incurred five consecutive Breaks in Vesting Service.         No forfeitures shall occur solely as a result of a Participant's withdrawal of Employee Contributions.    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                40 





 






     11.09.  Application of Forfeitures.  Any forfeitures occurring during a Plan Year shall be applied to reduce the   contributions of the Employer.  Notwithstanding any other provision of the Plan to the contrary, forfeitures shall first be used  to pay administrative expenses under the Plan, if so directed by the Employer. To the extent that forfeitures are not used to  reduce administrative expenses under the Plan, as directed by the Employer, forfeitures will be applied in accordance with   this Section 11.09.         Pending application, forfeitures shall be held in the Permissible Investment selected for such purpose pursuant to the   Service Agreement.          Except as permitted pursuant to EPCRS and notwithstanding any other provision of the Plan to the contrary, in no   event may forfeitures be used to reduce the Employer's obligation to remit to the Trust (or other appropriate Plan funding   vehicle) loan repayments made pursuant to Article 9, Deferral Contributions, Employee Contributions, Qualified Nonelective  Employer Contributions, Qualified Matching Employer Contributions, 401(k) Safe Harbor Matching Employer Contributions  or 401(k) Safe Harbor Nonelective Employer Contributions.  11.10. Reinstatement of Forfeitures.  If a Participant forfeits any portion of his Account under Subsection 11.08(a)   because of distribution of his complete vested interest in his Account, but again becomes an Eligible Employee, then the   amount so forfeited, without any adjustment for the earnings, expenses, losses, or gains of the assets credited to his Account   since the date forfeited, shall be recredited to his Account (or to a separate account as described in Section 11.07, if   applicable) if he repays the entire amount of his distribution not attributable to Employee Contributions before the earlier of:         (a)    his incurring five-consecutive Breaks in Vesting Service following the date complete distribution of his         vested interest was made to him; or         (b)    five years after his Reemployment Date.           If an Employee is deemed to have received distribution of his complete vested interest as provided in Section 11.08,   the Employee shall be deemed to have repaid such distribution on his Reemployment Date.         Upon such an actual or deemed repayment, the provisions of the Plan (including Section 11.07) shall thereafter  apply as if no forfeiture had occurred.  The amount to be recredited pursuant to this paragraph shall be derived first from the  forfeitures, if any, which as of the date of recrediting have yet to be applied as provided in Section 11.09 and, to the extent  such forfeitures are insufficient, from a special contribution to be made by the Employer.  11.11. Adjustment for Investment Experience.  If any distribution under this Article 11 is not made in a single payment,   the amount retained by the Trustee after the distribution shall be subject to adjustment until distributed to reflect the income   and gain or loss on the investments in which such amount is invested and any expenses properly charged under the Plan and   Trust to such amounts.    Article 12.  Distributions.   12.01.  Restrictions on Distributions.           (a)    Severance from Employment Rule.  A Participant, or his Beneficiary, may not receive a distribution from         the Participant's Deferral Contributions, Qualified Nonelective Employer Contributions, Qualified Matching         Employer Contributions, 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective         Employer Contributions Accounts earlier than upon the Participant's severance from employment with the Employer         and all Related Employers, death, or disability, except as otherwise provided in Article 10, Section 11.02 or Section         12.04.  If the Employer elected Subsection 1.21(c) of the Adoption Agreement, distribution from the Participant's         Deferral Contributions, Qualified Nonelective Employer Contributions, Qualified Matching Employer         Contributions, 401(k) Safe Harbor Matching Employer Contributions or 401(k) Safe Harbor Nonelective Employer         Contributions Accounts may be further postponed in accordance with the provisions of Subsection 12.01(b) below.          (b)   Same Desk Rule.  If the Employer elected in Subsection 1.21(b) of the Adoption Agreement to preserve the         separation from service rules in effect for Plan Years beginning before January 1, 2002, a Participant, or his         Beneficiary, may not receive a distribution from the Participant's Deferral Contributions, Qualified Nonelective         Employer Contributions, Qualified Matching Employer Contributions, 401(k) Safe Harbor Matching Employer         Contributions or 401(k) Safe Harbor Nonelective Employer Contributions Accounts earlier than upon the         Participant's separation from service with the Employer and all Related Employers, death, or disability, except as    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                41 





 






           otherwise provided in Article 10, Section 11.02 or Section 12.04. Notwithstanding the foregoing, amounts may also         be distributed from such Accounts, in the form of a lump sum only, upon:                  (1)   The disposition by a corporation to an unrelated corporation of substantially all of the assets                (within the meaning of Code Section 409(d)(2)) used in a trade or business of such corporation if such                corporation continues to maintain the Plan with respect to the Participant after the disposition, but only with                respect to former Employees who continue employment with the corporation acquiring such assets.                (2)    The disposition by a corporation to an unrelated entity of such corporation's interest in a subsidiary                (within the meaning of Code Section 409(d)(3)) if such corporation continues to maintain the Plan with                respect to the Participant, but only with respect to former Employees who continue employment with such                subsidiary.         In addition to the distribution events described in paragraph (a) or (b) above, as applicable, such amounts may also   be distributed upon the termination of the Plan provided that the Employer does not maintain another defined contribution   plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7) or 409(a), a simplified employee   pension plan as defined in Code Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract   described in Code Section 403(b) or a plan described in Code Section 457(b) or (f)) at any time during the period beginning   on the date of plan termination and ending 12 months after all assets have been distributed from the Plan. Subject to Section   14.04, such a distribution must be made in a lump sum.   12.02. Timing of Distribution Following Retirement or Termination of Employment.  The balance of a Participant's   vested interest in his Account shall be distributable upon his termination of employment with the Employer and all Related  Employers, if any, because of death, normal, early, or disability retirement (as permitted under the Plan), or other termination  of employment.  Notwithstanding the foregoing, a Participant may elect to postpone distribution of his Account until the date  in Subsection 1.21(a) of the Adoption Agreement, unless the Employer has elected in Subsection 1.20(e)(1) of the Adoption  Agreement to cash out de minimus Accounts and the Participant's vested interest in his Account does not exceed the amount  subject to automatic distribution pursuant to Section 13.02.  A Participant who elects to postpone distribution has a  continuing election to receive such distribution prior to the date as of which distribution is required, unless such Participant is  reemployed as an Employee.         Consistent with the provisions of Section 11.06, if a Participant (or his Beneficiary, if the Participant has died)  whose Account is not subject to cash out in accordance with Section 13.02 does not request a distribution when his Account  becomes distributable hereunder, he shall be deemed to have elected to postpone distribution of his Account until the earlier  of the date he requests distribution or the date in Subsection 1.21(a) of the Adoption Agreement.  12.03. Participant Consent to Distribution.  As required under Code Section 411(a)(11)(A) and consistent with Section   11.06, no distribution shall be made to the Participant before he reaches his Normal Retirement Age (or age 62, if later)  without the Participant's consent, unless the Employer has elected in Subsection 1.20(e)(1) of the Adoption Agreement to  cash out de minimus Accounts and the Participant's vested interest in his Account does not exceed the amount subject to  automatic distribution pursuant to Section 13.02.  Such consent shall be made within the 180-day period ending on the  Participant's Annuity Starting Date.  Once a Participant reaches his Normal Retirement Age (or age 62, if later), distribution  shall be made upon the Participant's request, as provided in Section 12.02.         If a Participant's vested interest in his Account exceeds the maximum cash out limit permitted under Code Section  411(a)(11)(A) ($5,000 as of January 1, 2013), the consent of the Participant's Spouse must also be obtained if the  Participant's Account is subject to the provisions of Section 14.04 and distribution is made before the Participant reaches his  Normal Retirement Age (or age 62, if later), unless the distribution shall be made in the form of a "qualified joint and  survivor annuity" or "qualified preretirement survivor annuity" as those terms are defined in Section 14.01.  A Spouse's  consent to early distribution, if required, must satisfy the requirements of Section 14.06.           Notwithstanding any other provision of the Plan to the contrary, neither the consent of the Participant nor the  Participant's Spouse shall be required to the extent that a distribution is required to satisfy Code Section 401(a)(9) or Code  Section 415.  In addition, upon termination of the Plan if it does not offer an annuity option (purchased from a commercial  provider) and if the Employer or any Related Employer does not maintain another defined contribution plan (other than an  employee stock ownership plan as defined in Code Section 4975(e)(7)) the Participant's Account shall, without the  Participant's consent, be distributed to the Participant.  However, if any Related Employer maintains another defined  contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)) then the Participant's    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                42 





 






     Account shall be transferred, without the Participant's consent, to the other plan if the Participant does not consent to an  immediate distribution.  12.04. Required Commencement of Distribution to Participants.  In no event shall distribution to a Participant   commence later than the date in Section 1.21(a) of the Adoption Agreement, which date shall not be later than the earlier of   the dates described in (a) and (b) below:         (a)    unless the Participant (and his Spouse, if appropriate) elects otherwise, the 60th day after the close of the         Plan Year in which occurs the latest of (i) the date on which the Participant attains Normal Retirement Age, or         age 65, if earlier, (ii) the date on which the Participant's employment with the Employer and all Related Employers         ceases, or (iii) the 10th anniversary of the year in which the Participant commenced participation in the Plan; and         (b)    the Participant's Required Beginning Date.         Notwithstanding the provisions of Subsection 12.04(a) above, the failure of a Participant (and the Participant's   Spouse, if applicable) to consent to a distribution shall be deemed to be an election to defer commencement of payment as  provided in Section 12.02 above.  12.05. Required Commencement of Distribution to Beneficiaries.  Subject to the requirements of Subsection 12.05(a)   below, if a Participant dies before his Annuity Starting Date, the Participant’s Beneficiary shall receive distribution of the   Participant’s vested interest in his Account in the form provided under Article 13 or 14, as applicable, beginning as soon as   reasonably practicable following the date the Beneficiary’s application for distribution is filed with the Administrator.  If   distribution is to be made to a Participant’s Spouse, it shall be made available within a reasonable period of time after the   Participant’s death that is no less favorable than the period of time applicable to other distributions.         (a)    Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the         Participant’s entire vested interest will be distributed, or begin to be distributed, no later than as follows:                (1)    If the Participant’s surviving Spouse is the Participant’s sole “designated beneficiary,” then,                except as otherwise elected under Subsection 12.05(b), minimum distributions, as described in Section                13.03, will begin to the surviving Spouse by December 31 of the calendar year immediately following the                calendar year in which the Participant died, or by December 31 of the calendar year in which the                Participant would have attained age 70 1⁄2, if later.                (2)    If the Participant’s surviving Spouse is not the Participant’s sole “designated beneficiary,” then,                except as otherwise elected under Subsection 12.05(b), minimum distributions, as described in Section                13.03, will begin to the “designated beneficiary” by December 31 of the calendar year immediately                following the calendar year in which the Participant died.                (3)    If there is no “designated beneficiary” as of September 30 of the year following the year of the                Participant’s death, the Participant’s entire vested interest will be distributed by December 31 of the                calendar year containing the fifth anniversary of the Participant’s death.                (4)   If the Participant’s surviving Spouse is the Participant’s sole “designated beneficiary” and the                surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this                Subsection 12.05(a), other than Subsection 12.05(a)(1), will apply as if the surviving Spouse were the                Participant.                For purposes of this Subsection 12.05(a), unless Subsection 12.05(a)(4) applies, distributions are         considered to begin on the Participant’s Required Beginning Date.  If Subsection 12.05(a)(4) applies, distributions         are considered to begin on the date distributions are required to begin to the surviving Spouse under Subsection         12.05(a)(1).  If distributions under an annuity purchased from an insurance company irrevocably commence to the         Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving Spouse before the         date distributions are required to begin to the surviving Spouse under Subsection 12.05(a)(1)), the date distributions         are considered to begin is the date distributions actually commence.         (b)    Election of 5-Year Rule.  Participants or Beneficiaries may elect on an individual basis whether the 5-year         rule described in Subsection 12.05(a)(3) or the minimum distribution rule described in Section 13.03 applies to         distributions after the death of a Participant who has a “designated beneficiary.”  The election must be made no later         than the earlier of September 30 of the calendar year in which distribution would be required to begin under    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                43 





 






           Subsection 12.05(a), or by September 30 of the calendar year which contains the fifth anniversary of the         Participant’s (or, if applicable, the surviving Spouse’s) death.  If neither the Participant nor the Beneficiary makes an         election under this Subsection 12.05(b), distributions will be made in accordance with Subsection 12.05(a) and         Section 13.03.         Subject to the requirements of Subsection 12.05(a) above, if a Participant dies on or after his Annuity Starting Date,   but before his entire vested interest in his Account is distributed, his Beneficiary shall receive distribution of the remainder of   the Participant’s vested interest in his Account beginning as soon as reasonably practicable following the Participant’s date of  death in a form that provides for distribution at least as rapidly as under the form in which the Participant was receiving  distribution.         For purposes of this Section 12.05, “designated beneficiary” is as defined in Subsection 13.03(c)(1).  12.06. Whereabouts of Participants and Beneficiaries.  The Administrator shall at all times be responsible for   determining the whereabouts of each Participant or Beneficiary who may be entitled to benefits under the Plan and shall   direct the Trustee as to the maintenance of a current address of each such Participant or Beneficiary. The Trustee shall be   under no duty to make any distributions other than those for which it has received satisfactory direction from the   Administrator.    Notwithstanding the foregoing, if the Trustee attempts to make a distribution in accordance with the Administrator's   instructions but is unable to make such distribution because the whereabouts of the distributee is unknown, the Trustee shall   notify the Administrator of such situation and thereafter the Trustee shall be under no duty to make any further distributions   to such distributee, except as otherwise provided in written instructions from the Administrator.         If the Administrator is unable after diligent attempts to locate a Participant or Beneficiary who is entitled to a benefit   under the Plan, the benefit otherwise payable to such Participant or Beneficiary shall be forfeited and applied as provided in   Section 11.09.  If a benefit is forfeited because the Administrator determines that the Participant or Beneficiary cannot be   found, such benefit shall be reinstated by the Employer if a claim is filed by the Participant or Beneficiary with the   Administrator and the Administrator confirms the claim to the Employer.      Article 13.  Form of Distribution.    13.01.  Normal Form of Distribution Under Profit Sharing Plan.  Unless a Participant's Account is subject to the   requirements of Section 14.03 or 14.04, distributions to a Participant or to the Beneficiary of the Participant shall be made in   a lump sum or, if elected by the Participant (or the Participant's Beneficiary, if applicable) and provided by the Employer in  Section 1.20 of the Adoption Agreement, under a systematic withdrawal plan (installments). Subject to the requirements of  Article 14, if applicable, a Participant or Beneficiary may elect other forms of distribution which appear on the Forms of  Payment Addendum to the Adoption Agreement. A Participant (or the Participant's Beneficiary, if applicable) who is  receiving distribution under a systematic withdrawal plan may elect to accelerate installment payments, or any portion  thereof, or to receive a lump sum distribution of the remainder of his Account balance.         Notwithstanding anything herein to the contrary, if distribution to a Participant commences on the Participant's  Required Beginning Date as determined under Subsection 2.01(ss), the Participant may elect to receive distributions under a  systematic withdrawal plan that provides the minimum distributions required under Code Section 401(a)(9), as described in  Section 13.03.         A Participant whose distribution includes an outstanding loan balance may roll over that outstanding loan in-kind to  a plan which agrees to accept such an outstanding loan in accordance with the provisions of Section 9.11.    13.02.  Cash Out Of Small Accounts.  Notwithstanding any other provision of the Plan to the contrary, if the Employer   elected to cash out small Accounts as provided in and pursuant to Subsection 1.20(e)(1) of the Adoption Agreement, the   Participant's vested interest in his Account shall be distributed following the Participant's termination of employment because  of retirement, disability, or other termination of employment. For purposes of determining whether an amount being  distributed pursuant to this Section 13.02 will be subject to a direct rollover by the Administrator, a Participant's “designated  Roth contributions”, as defined in Subsection 6.01(e), will be considered separately from the amount within the Participant's  non-Roth Account.     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           If the Employer elected to cash out small Accounts as provided in Subsection 1.20(e)(1) of the Adoption Agreement   and if distribution is to be made to a Participant's Beneficiary following the death of the Participant and the Beneficiary's   vested interest in the Participant's Account does not exceed the maximum cash out limit permitted under Code Section   411(a)(11)(A), distribution shall be made to the Beneficiary in a lump sum following the Participant's death.   13.03. Minimum Distributions.  Unless a Participant’s vested interest in his Account is distributed in the form of an   annuity purchased from an insurance company or in a single sum on or before the Participant’s Required Beginning Date, as   of the first “distribution calendar year” distributions will be made in accordance with this Section.  If a Participant's Account  is subject to the provisions of Section 14.04, in lieu of the minimum distribution required hereunder, the Administrator may  distribute the Participant’s full vested interest in his Account in the form of an annuity purchased from an insurance  company. Any annuity purchased on behalf of a Participant will provide for distributions thereunder to be made in  accordance with the requirements of Code Section 401(a)(9) and the Treasury Regulations issued thereunder and the  minimum distribution incidental benefit requirement of Code Section 401(a)(9)(G).         Notwithstanding the foregoing or any other provisions of this Section, distributions may be made under a  designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility  Act (TEFRA) and the provisions of Subsection 13.03(d) below.         (a)    Required Minimum Distributions During a Participant’s Lifetime.  During a Participant’s lifetime, the         minimum amount that will be distributed for each “distribution calendar year” is the lesser of:                (1)    the quotient obtained by dividing the Participant’s “account balance” by the distribution period in                the Uniform Lifetime Table set forth in Q & A 2 of Section 1.401(a)(9)-9 of the Treasury Regulations,                using the Participant’s age as of the Participant’s birthday in the “distribution calendar year”; or                (2)   if the Participant’s sole “designated beneficiary” for the “distribution calendar year” is the                Participant’s Spouse, the quotient obtained by dividing the Participant’s “account balance” by the number                in the Joint and Last Survivor Table set forth in Q & A 3 of Section 1.401(a)(9)-9 of the Treasury                Regulations, using the Participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s                birthdays in the “distribution calendar year.”                Required minimum distributions will be determined under this Subsection 13.03(a) beginning with the first         “distribution calendar year” and up to and including the “distribution calendar year” that includes the Participant’s         date of death.  A Participant who has retired may elect at any time to take any portion of his Account in excess of the         amount required to be paid pursuant to this Subsection 13.03(a).          (b)    Required Minimum Distributions After Participant’s Death.                (1)   If a Participant dies on or after the date distributions begin and there is a “designated beneficiary,”                the minimum amount that will be distributed for each “distribution calendar year” after the year of the                Participant’s death is the quotient obtained by dividing the Participant’s “account balance” by the longer of                the remaining “life expectancy” of the Participant or the remaining “life expectancy” of the Participant’s                “designated beneficiary,” determined as follows:                       (A)   The Participant’s remaining “life expectancy” is calculated using the age of the                       Participant in the year of death, reduced by one for each subsequent year.                       (B)   If the Participant’s surviving Spouse is the Participant’s sole “designated beneficiary,”                       the remaining life expectancy of the surviving Spouse is calculated for each distribution calendar                       year after the year of the Participant’s death using the surviving Spouse’s age as of the Spouse’s                       birthday in that year.  For “distribution calendar years” after the year of the surviving Spouse’s                       death, the remaining “life expectancy” of the surviving Spouse is calculated using the age of the                       surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced                       by one for each subsequent calendar year.                       (C)   If the Participant’s surviving Spouse is not the Participant’s sole “designated                       beneficiary,” the “designated beneficiary’s” remaining “life expectancy” is calculated using the                       age of the “designated beneficiary” in the year following the year of the Participant’s death,                       reduced by one for each subsequent year.    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                45 





 






                (2)   If the Participant dies on or after the date distributions begin and there is no “designated               beneficiary” as of September 30 of the year after the year of the Participant’s death, the minimum amount               that will be distributed for each “distribution calendar year” after the year of the Participant’s death is the               quotient obtained by dividing the Participant’s “account balance” by the Participant’s remaining “life               expectancy” calculated using the age of the Participant in the year of death, reduced by one for each               subsequent year.               (3)   Unless the Participant or Beneficiary elects otherwise in accordance with Subsection 12.05(b), if               the Participant dies before the date distributions begin and there is a “designated beneficiary,” the minimum               amount that will be distributed for each “distribution calendar year” after the year of the Participant’s death               is the quotient obtained by dividing the Participant’s “account balance” by the remaining “life expectancy”               of the Participant’s “designated beneficiary,” determined as provided in Subsection 13.03(b)(1).               (4)   If the Participant dies before the date distributions begin and there is no “designated beneficiary”               as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s               full vested interest in his Account will be completed by December 31 of the calendar year containing the               fifth anniversary of the Participant’s death.               (5)   If the Participant dies before the date distributions begin, the Participant’s surviving Spouse is the               Participant’s sole “designated beneficiary,” and the surviving Spouse dies before distributions are required               to begin to the surviving Spouse under Subsection 12.05(a)(1), Subsections 13.03(b)(3) and (4) will apply               as if the surviving Spouse were the Participant.               For purposes of this Subsection 13.03(b), unless Subsection 13.03(b)(5) applies, distributions are        considered to begin on the Participant’s Required Beginning Date.  If Subsection 13.03(b)(5) applies, distributions        are considered to begin on the date distributions are required to begin to the surviving Spouse under Subsection        12.05(a)(1).  If distributions under an annuity purchased from an insurance company irrevocably commence to the        Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving Spouse before the        date distributions are required to begin to the surviving Spouse under Subsection 12.05(a)(1)), the date distributions        are considered to begin is the date distributions actually commence.        (c)    Definitions.  For purposes of this Section 13.03, the following special definitions shall apply:               (1) “Designated beneficiary” means the individual who is the Participant’s Beneficiary as defined               under Section 2.01(g) and is the designated beneficiary under Code Section 401(a)(9) and Section               1.401(a)(9)-4 of the Treasury Regulations.               (2) “Distribution calendar year” means a calendar year for which a minimum distribution is               required.  For distributions beginning before the Participant’s death, the first “distribution calendar year” is               the calendar year immediately preceding the calendar year which contains the Participant’s Required               Beginning Date.  For distributions beginning after the Participant’s death, the first “distribution calendar               year” is the calendar year in which distributions are required to begin under Subsection 12.05(a).  The               required minimum distribution for the Participant’s first “distribution calendar year” will be made on or               before the Participant’s Required Beginning Date.  The required minimum distribution for other               “distribution calendar years,” including the required minimum distribution for the “distribution calendar               year” in which the Participant’s Required Beginning Date occurs, will be made on or before December 31               of that “distribution calendar year.”               (3) “Life expectancy” means life expectancy as computed by use of the Single Life Table in Q & A -              1 of Section 1.401(a)(9)-9 of the Treasury Regulations.               (4)   A Participant’s “account balance” means the balance of the Participant's vested interest in his               Account as of the last valuation date in the calendar year immediately preceding the “distribution calendar               year” (valuation calendar year) increased by the amount of any contributions made and allocated or               forfeitures allocated to the Account as of dates in the valuation calendar year after the valuation date and               decreased by distributions made in the valuation calendar year after the valuation date.  The “account               balance” for the valuation calendar year includes any amounts rolled over or transferred to the Plan either    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               46 





 






                  in the valuation calendar year or in the “distribution calendar year” if distributed or transferred in the                valuation calendar year.         (d)    Section 242(b)(2) Elections.  Notwithstanding any other provisions of this Section and subject to the         requirements of Article 14, if applicable, distribution on behalf of a Participant, including a five-percent owner, may         be made pursuant to an election under Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act of 1982         and in accordance with all of the following requirements:                (1)   The distribution is one which would not have disqualified the Trust under Code Section 401(a)(9),                if applicable, or any other provisions of Code Section 401(a), as in effect prior to the effective date of                Section 242(a) of the Tax Equity and Fiscal Responsibility Act of 1982.                (2)    The distribution is in accordance with a method of distribution elected by the Participant whose                vested interest in his Account is being distributed or, if the Participant is deceased, by a Beneficiary of such                Participant.                (3)   Such election was in writing, was signed by the Participant or the Beneficiary, and was made                before January 1, 1984.                (4)   The Participant had accrued a benefit under the Plan as of December 31, 1983.                (5)   The method of distribution elected by the Participant or the Beneficiary specifies the form of the                distribution, the time at which distribution will commence, the period over which distribution will be made,                and in the case of any distribution upon the Participant's death, the Beneficiaries of the Participant listed in                order of priority.                A distribution upon death shall not be made under this Subsection 13.03(d) unless the information in the         election contains the required information described above with respect to the distributions to be made upon the         death of the Participant.  For any distribution which commences before January 1, 1984, but continues after         December 31, 1983, the Participant or the Beneficiary to whom such distribution is being made will be presumed to         have designated the method of distribution under which the distribution is being made, if this method of distribution         was specified in writing and the distribution satisfies the requirements in Subsections 13.03(d)(1) and (5).  If an         election is revoked, any subsequent distribution will be in accordance with the other provisions of the Plan.  Any         changes in the election will be considered to be a revocation of the election.  However, the mere substitution or         addition of another Beneficiary (one not designated as a Beneficiary in the election), under the election will not be         considered to be a revocation of the election, so long as such substitution or addition does not alter the period over         which distributions are to be made under the election directly, or indirectly (for example, by altering the relevant         measuring life).         The Administrator shall direct the Trustee regarding distributions necessary to comply with the minimum   distribution rules set forth in this Section 13.03.    13.04. Direct Rollovers.  Notwithstanding any other provision of the Plan to the contrary, a "distributee" may elect, at the   time and in the manner prescribed by the Administrator, to have any portion or all of an "eligible rollover distribution" paid   directly to an "eligible retirement plan" specified by the "distributee" in a direct rollover; provided, however, that a   "distributee" may not elect a direct rollover with respect to a portion of an "eligible rollover distribution" if such portion totals  less than $500. In applying the $500 minimum on rollovers of a portion of a distribution, any "eligible rollover distribution"  from a Participant's “designated Roth contributions”, as defined in Subsection 6.01(e), will be considered separately from any  "eligible rollover distribution" from the Participant's non-Roth Account.         The portion of any "eligible rollover distribution" consisting of Employee Contributions may only be rolled over to  an individual retirement account or annuity described in Code Section 408(a) or (b) or to a qualified defined contribution plan  described in Code Section 401(a), 403(a) or 403(b) that provides for separate accounting with respect to such accounts,   including separate accounting for the portion of such "eligible rollover distribution" that is includible in income (including   the earnings on the portion that is not so includible) and the portion that is not includible in income. That portion of any   "eligible rollover distribution" consisting of Roth 401(k) Contributions, may only be rolled over to another designated Roth   account established for the individual under an applicable retirement plan described in Code Section 402A(e)(1) that provides   for "designated Roth contributions", as defined in Section 6.01, or to a Roth individual retirement account described in Code   Section 408A, subject to the rules of Code Section 402(c).    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                47 





 






           For purposes of this Section 13.04, the following definitions shall apply:         (a)    "Distributee" means a Participant, the Participant's surviving Spouse, and the Participant's Spouse or former         Spouse who is the alternate payee under a qualified domestic relations order, who is entitled to receive a distribution         from the Participant's vested interest in his Account.  The term “distributee” shall also include a designated         beneficiary (as defined in Code section 401(a)(9)(E)) of a Participant who is not the surviving Spouse of the         Participant who may only elect to roll over such a distribution to an individual retirement plan described in clause (i)         or (ii) of paragraph (8)(B) of Code section 402(c) established for the purposes of receiving such distribution.         (b)    "Eligible retirement plan" means an individual retirement account described in Code Section 408(a), an         individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), a         qualified defined contribution plan described in Code Section 401(a), an annuity contract described in Code Section         403(b), an eligible deferred compensation plan described in Code Section 457(b) that is maintained by a state,         political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, provided         that such 457 plan provides for separate accounting with respect to such rolled over amounts, that accepts "eligible         rollover distributions", or a Roth individual retirement account described in Code Section 408A However, for a         “distributee” who is a designated beneficiary of the Participant (and not the Participant’s surviving Spouse), the         definition of “eligible retirement plan” shall be limited as described in (a) above.         (c)    "Eligible rollover distribution" means any distribution of all or any portion of the balance to the credit of         the "distributee", except that an "eligible rollover distribution" does not include the following:                (1)   any distribution that is one of a series of substantially equal periodic payments (not less frequently                than annually) made for the life (or life expectancy) of the "distributee" or the joint lives (or joint life                expectancies) of the "distributee" and the "distributee's" designated beneficiary, or for a specified period of                ten years or more;                (2)   any distribution to the extent such distribution is required under Code Section 401(a)(9); or                (3)    any hardship withdrawal made in accordance with the provisions of Section 10.05 or the In-               Service Withdrawals Addendum to the Adoption Agreement.  13.05. Notice Regarding Timing and Form of Distribution.  Within the period beginning 180 days before a Participant's   Annuity Starting Date and ending 30 days before such date, the Administrator shall provide such Participant with written   notice containing a general description of the material features of each form of distribution available under the Plan and an  explanation of the financial effect of electing each form of distribution available under the Plan. The notice shall also inform   the Participant of his right to defer receipt of the distribution until the date in Subsection 1.21(a) of the Adoption Agreement,   the consequences of failing to defer, and his right to make a direct rollover.         Distribution may commence fewer than 30 days after such notice is given, provided that:         (a)    the Administrator clearly informs the Participant that the Participant has a right to a period of at least         30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable,         a particular distribution option);         (b)    the Participant, after receiving the notice, affirmatively elects a distribution, with his Spouse's written         consent, if necessary;         (c)    if the Participant's Account is subject to the requirements of Section 14.04, the following additional         requirements apply:                (1)   the Participant is permitted to revoke his affirmative distribution election  at any time prior to the                later of (A) his Annuity Starting Date or (B) the expiration of the seven-day period beginning the day after                such notice is provided to him; and                 (2)   distribution does not begin to such Participant until such revocation period ends.   13.06. Determination of Method of Distribution.  Subject to Section 13.02, the Participant shall determine the method of   distribution of benefits to himself and may determine the method of distribution to his Beneficiary.  If the Participant does   not determine the method of distribution to his Beneficiary or if the Participant permits his Beneficiary to override his   determination, the Beneficiary, in the event of the Participant's death, shall determine the method of distribution of benefits to    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                48 





 






     himself as if he were the Participant.  A determination by the Beneficiary must be made no later than the close of the calendar   year in which distribution would be required to begin under Section 12.05 or, if earlier, the close of the calendar year in   which the fifth anniversary of the death of the Participant occurs.   13.07. Notice to Trustee.  The Administrator shall notify the Trustee in any medium acceptable to the Trustee, which may   be specified in the Service Agreement, whenever any Participant or Beneficiary is entitled to receive benefits under the Plan.   To facilitate distributions, the Administrator shall develop processes and procedures to communicate to the Trustee the form  of payment of benefits that such Participant or Beneficiary shall receive, the name of any designated Beneficiary or  Beneficiaries, and any such other information as the Trustee shall require.    Article 14.   Superseding Annuity Distribution Provisions.   14.01. Special Definitions.  For purposes of this Article, the following special definitions shall apply:         (a)    "Qualified joint and survivor annuity" means (1) if the Participant is not married on his Annuity Starting         Date, an immediate annuity payable for the life of the Participant or (2) if the Participant is married on his Annuity         Starting Date, an immediate annuity for the life of the Participant with a survivor annuity for the life of the         Participant's Spouse (to whom the Participant was married on the Annuity Starting Date) equal to 50 percent (or the         percentage designated in  the Forms of Payment Addendum to the Adoption Agreement) of the amount of the         annuity which is payable during the joint lives of the Participant and such Spouse, provided that the survivor annuity         shall not be payable to a Participant's Spouse if such Spouse is not the same Spouse to whom the Participant was         married on his Annuity Starting Date.         (b)    "Qualified optional survivor annuity" means a joint and survivor annuity that the Participant, subject to         the spousal consent rules described in Section 14.05, may elect and which (1) if the survivor annuity portion of the         Plan’s qualified joint and survivor annuity (as defined in (a) above) is less than 75%, then has a survivor annuity         portion of 75% or (2) if the survivor annuity portion of the Plan’s qualified joint and survivor annuity (as defined in         (a) above) is greater than or equal to 75%, then has a survivor annuity portion of 50%.  The “qualified optional         survivor annuity” shall be designated in the Forms of Payment Addendum as a joint and survivor annuity.         (c)    "Qualified preretirement survivor annuity" means an annuity purchased with at least 50 percent of a         Participant's vested interest in his Account that is payable for the life of a Participant's surviving Spouse.  The         Employer shall specify that portion of a Participant's vested interest in his Account that is to be used to purchase the         "qualified preretirement survivor annuity" in the Forms of Payment Addendum to the Adoption Agreement.   14.02. Applicability.  Except as otherwise specifically provided in the Plan, the provisions of this Article shall apply to a   Participant's Account only if:         (a)    the Plan includes assets transferred from a money purchase pension plan;         (b)    the Plan is an amendment and restatement of a plan that provided an annuity form of payment and such         form of payment has not been eliminated;         (c)    the Plan is an amendment and restatement of a plan that provided an annuity form of payment and such         form of payment has been eliminated, but the Participant elected a life annuity form of payment before the effective         date of the elimination;         (d)    the Participant's Account contains assets attributable to amounts directly or indirectly transferred from a         plan that provided an annuity form of payment and such form of payment has not been eliminated;         (e)    the Participant's Account contains assets attributable to amounts directly or indirectly transferred from a         plan that provided an annuity form of payment and such form of payment has been eliminated, but the Participant         elected a life annuity form of payment before the effective date of the elimination.  14.03.  Annuity Form of Payment.  To the extent provided through Section 1.20 of the Adoption Agreement, a Participant   may elect distributions made in whole or in part in the form of an annuity contract.  Any annuity contract distributed under   the Plan shall be subject to the provisions of this Section 14.03 and, to the extent provided therein, Sections 14.04 through   14.09.     Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                49 





 






           (a)    At the direction of the Administrator, the Trustee shall purchase the annuity contract on behalf of a         Participant or Beneficiary from an insurance company.  Such annuity contract shall be nontransferable.         (b)    The terms of the annuity contract shall comply with the requirements of the Plan and distributions under         such contract shall be made in accordance with Code Section 401(a)(9) and the Treasury Regulations issued         thereunder.         (c)    The annuity contract may provide for payment over the life of the Participant and, upon the death of the         Participant, may provide a survivor annuity continuing for the life of the Participant's designated Beneficiary.  Such         an annuity may provide for an annuity certain feature for a period not exceeding the life expectancy of the         Participant or, if the annuity is payable to the Participant and a designated Beneficiary, the joint life and last survivor         expectancy of the Participant and such Beneficiary.  If the Participant dies prior to his Annuity Starting Date, the         annuity contract distributed to the Participant's Beneficiary may provide for payment over the life of the Beneficiary,         and may provide for an annuity certain feature for a period not exceeding the life expectancy of the Beneficiary.          The types of annuity contracts provided under the Plan shall be limited to the types of annuities described in         Section 1.20 of the Adoption Agreement and the Forms of Payment Addendum to the Adoption Agreement.         (d)    The annuity contract must provide for non-increasing payments.   14.04. "Qualified Joint and Survivor Annuity" and "Qualified Preretirement Survivor Annuity" Requirements.    The requirements of this Section 14.04 apply to a Participant's Account if:         (a)    the Plan includes assets transferred from a money purchase pension plan;         (b)    the Employer has selected in Subsection 1.20(d)(2) of the Adoption Agreement that distribution in the form         of a life annuity is the normal form of distribution with respect to such Participant's Account; or          (c)    the Employer has indicated on the Forms of Payment Addendum to the Adoption Agreement that         distribution in the form of a life annuity is an optional form of distribution with respect to such Participant's Account         and the Participant is permitted to elect and has elected distribution in the form of an annuity contract payable over         the life of the Participant.         If a Participant's Account is subject to the requirements of this Section 14.04, distribution shall be made to the  Participant with respect to such Account in the form of a "qualified joint and survivor annuity" (with a survivor annuity in the  percentage amount specified by the Employer in the Forms of Payment Addendum to the Adoption Agreement) in the  amount that can be purchased with such Account, unless the Participant waives the "qualified joint and survivor annuity" as  provided in Section 14.05.  If the Participant dies prior to his Annuity Starting Date, distribution shall be made to the  Participant's surviving Spouse, if any, in the form of a "qualified preretirement survivor annuity" in the amount that can be  purchased with such Account, unless the Participant waives the "qualified preretirement survivor annuity" as provided in  Section 14.05, or the Participant's surviving Spouse elects in writing to receive distribution in one of the other forms of  payment provided under the Plan.  A Participant's Account that is subject to the requirements of this Section 14.04 shall be  used to purchase the "qualified preretirement survivor annuity" and the balance of the Participant's vested interest in his  Account that is not used to purchase the "qualified preretirement survivor annuity" shall be distributed to the Participant's  designated Beneficiary in accordance with the provisions of Sections 11.04 and 12.05.  14.05.  Waiver of the "Qualified Joint and Survivor Annuity" and/or "Qualified Preretirement Survivor Annuity"   Rights.  A Participant may waive the "qualified joint and survivor annuity" described in Section 14.04 and elect another form   of distribution permitted under the Plan at any time during the 180-day period ending on his Annuity Starting Date; provided,   however, that if the Participant is married, his Spouse must consent in writing to such election as provided in Section 14.06.    A Participant may waive or revoke a waiver of the "qualified joint and survivor annuity" described in Section 14.04 and elect   another form of distribution permitted under the Plan at any time and any number of times during the 180-day period ending   on his Annuity Starting Date; provided, however, that if the Participant is married and is electing a form of distribution other   than the "qualified joint and survivor annuity" or the "qualified optional survivor annuity", his Spouse must consent in   writing to such election as provided in Section 14.06.           A Participant may waive the "qualified preretirement survivor annuity" and designate a non-Spouse Beneficiary at   any time during the "applicable election period"; provided, however, that the Participant's Spouse must consent in writing to   such election as provided in Section 14.06.  The "applicable election period" begins on the later of (1) the date the   Participant's Account becomes subject to the requirements of Section 14.04 or (2) the first day of the Plan Year in which the    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                50 





 






     Participant attains age 35 or, if he terminates employment prior to such date, the date he terminates employment with the   Employer and all Related Employers.  The "applicable election period" ends on the earlier of the Participant's Annuity   Starting Date or the date of the Participant's death.  A Participant whose employment has not terminated may elect to waive  the "qualified preretirement survivor annuity" prior to the Plan Year in which he attains age 35, provided that any such  waiver shall cease to be effective as of the first day of the Plan Year in which the Participant attains age 35.         A Participant's waiver of the "qualified joint and survivor annuity" or "qualified preretirement survivor annuity"   shall be valid only if the applicable notice described in Section 14.07 or 14.08 has been provided to the Participant.   14.06.  Spouse's Consent to Waiver.  A Spouse's written consent must acknowledge the effect of the Participant's election   and must be witnessed by a Plan representative or a notary public.  In addition, the Spouse's written consent must either   (a) specify any non-Spouse Beneficiary designated by the Participant and that such designation may not be changed without   written spousal consent or (b) acknowledge that the Spouse has the right to limit consent as provided in clause (a) above, but   permit the Participant to change the designated Beneficiary without the Spouse's further consent.         A Participant's Spouse shall be deemed to have given written consent to a Participant's waiver if the Participant   establishes to the satisfaction of a Plan representative that spousal consent cannot be obtained because the Spouse cannot be   located or because of other circumstances set forth in Code Section 401(a)(11) and Treasury Regulations issued thereunder.         Any written consent given or deemed to have been given by a Participant's Spouse hereunder shall be irrevocable   and shall be effective only with respect to such Spouse and not with respect to any subsequent Spouse.         In addition, with regard to a Participant's waiver of the "qualified joint and survivor annuity" form of distribution,   the Spouse's written consent must either (a) specify the form of distribution elected instead of the "qualified joint and   survivor annuity", and that such form may not be changed (except to a "qualified joint and survivor annuity") without written   spousal consent or (b) acknowledge that the Spouse has the right to limit consent as provided in clause (a) above, but permit   the Participant to change the form of distribution elected without the Spouse's further consent. To the extent a Participant's   Account is subject to the requirements of Section 14.04, a Spouse's consent to a Participant's waiver shall be valid only if the   applicable notice described in Section 14.07 or 14.08 has been provided to the Participant.   14.07.  Notice Regarding "Qualified Joint and Survivor Annuity".  The notice provided to a Participant under Section   14.05 shall include a written explanation that satisfies the requirements of Code Section 417(a)(3) and regulations issued   thereunder.  The notice will include a description of the following: (i) the terms and conditions of a qualified joint and   survivor annuity and the qualified optional survivor annuity; (ii) the participant's right to make and the effect of any election   to waive the qualified joint and survivor annuity form of benefit; (iii) the rights of a participant's spouse; and (iv) the right to  make, and the effect of, a revocation of a previous election to waive the qualified joint and survivor annuity.  14.08. Notice Regarding "Qualified Preretirement Survivor Annuity".  If a Participant's Account is subject to the   requirements of Section 14.04, the Participant shall be provided with a written explanation of the "qualified preretirement   survivor annuity" comparable to the written explanation provided with respect to the "qualified joint and survivor annuity", as   described in Section 14.07.  Such explanation shall be furnished within whichever of the following periods ends last:         (a)    the period beginning with the first day of the Plan Year in which the Participant reaches age 32 and ending         with the end of the Plan Year preceding the Plan Year in which he reaches age 35;         (b)    a reasonable period ending after the Employee becomes an Active Participant;         (c)    a reasonable period ending after Section 14.04 first becomes applicable to the Participant's Account; or         (d)    in the case of a Participant who separates from service before age 35, a reasonable period ending after such         separation from service.         For purposes of the preceding sentence, the two-year period beginning one year prior to the date of the event  described in Subsection 14.08(b), (c) or (d) above, whichever is applicable, and ending one year after such date shall be  considered reasonable, provided, that in the case of a Participant who separates from service under Subsection 14.08(d) above  and subsequently recommences employment with the Employer, the applicable period for such Participant shall be re- determined in accordance with this Section 14.08.     Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                51 





 






   14.09. Former Spouse.  For purposes of this Article, a former Spouse of a Participant shall be treated as the Spouse or  surviving Spouse of the Participant, and a current Spouse shall not be so treated, to the extent required under a qualified  domestic relations order, as defined in Code Section 414(p).   Article 15.  Top-Heavy Provisions.  15.01. Definitions.  For purposes of this Article, the following special definitions shall apply:        (a) "Determination date" means, for any Plan Year subsequent to the first Plan Year, the last day of the        preceding Plan Year.  For the first Plan Year of the Plan, "determination date" means the last day of that Plan Year.        (b) "Determination period" means the Plan Year containing the "determination date".        (c) "Distribution period" means (i) for any distribution made to an employee on account of severance from        employment, death, disability, or termination of a plan which would have been part of the “required aggregation        group” had it not been terminated, the one-year period ending on the "determination date" and (ii) for any other        distribution, the five-year period ending on the "determination date".        (d) "Key employee" means any Employee or former Employee (including any deceased Employee) who at any        time during the "determination period" was (1) an officer of the Employer or a Related Employer having annual        Compensation greater than the dollar amount specified in Code Section 416(i)(1)(A)(I) adjusted under Code Section        416(i)(1) for Plan Years beginning after December 31, 2002 (e.g., $165,000 for Plan Years beginning in 2013), (2) a        five-percent owner of the Employer or a Related Employer, or (3) a one-percent owner of the Employer or a Related        Employer having annual Compensation of more than $150,000.  The determination of who is a "key employee" shall        be made in accordance with Code Section 416(i)(1) and any applicable guidance or regulations issued thereunder.        (e) "Permissive aggregation group" means the "required aggregation group" plus any other qualified plans of        the Employer or a Related Employer which, when considered as a group with the "required aggregation group",        would continue to satisfy the requirements of Code Sections 401(a)(4) and 410.        (f) "Required aggregation group" means:               (1)   Each qualified plan of the Employer or Related Employer in which at least one "key employee"               participates, or has participated at any time during the "determination period" or, unless and until modified               by future Treasury guidance, any of the four preceding Plan Years  (regardless of whether the plan has               terminated), and                (2)   any other qualified plan of the Employer or Related Employer which enables a plan described in               Subsection 15.01(f)(1) above to meet the requirements of Code Section 401(a)(4) or 410.        (g) "Top-heavy plan" means a plan in which any of the following conditions exists:               (1)   the "top-heavy ratio" for the plan exceeds 60 percent and the plan is not part of any "required               aggregation group" or "permissive aggregation group";               (2)   the plan is a part of a "required aggregation group" but not part of a "permissive aggregation               group" and the "top-heavy ratio" for the "required aggregation group" exceeds 60 percent; or                 (3)    the plan is a part of a "required aggregation group" and a "permissive aggregation group" and the               "top-heavy ratio" for both groups exceeds 60 percent.               Notwithstanding the foregoing, a plan is not a "top-heavy plan" for a Plan Year if it consists solely of a               cash or deferred arrangement that satisfies the nondiscrimination requirements under Code Section 401(k)               by application of Code Section 401(k)(12) or 401(k)(13) and, if matching contributions are provided under               such plan, satisfies the nondiscrimination requirements under Code Section 401(m) by application of Code               Section 401(m)(11) or 401(m)(12).        (h)    "Top-heavy ratio" means:               (1)   With respect to the Plan, or with respect to any "required aggregation group" or "permissive               aggregation group" that consists solely of defined contribution plans (including any simplified employee               pension, as defined in Code Section 408(k)), a fraction, the numerator of which is the sum of the account  Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               52 





 






                  balances of all "key employees" under the plans as of the "determination date" (including any part of any                account balance distributed during the "distribution period"), and the denominator of which is the sum of                all account balances (including any part of any account balance distributed during the "distribution period")                of all participants under the plans as of the "determination date".  Both the numerator and denominator of                the "top-heavy ratio" shall be increased, to the extent required by Code Section 416, to reflect any                contribution which is due but unpaid as of the "determination date".                (2)   With respect to any "required aggregation group" or "permissive aggregation group" that includes                one or more defined benefit plans which, during the "determination period", has covered or could cover an                Active Participant in the Plan, a fraction, the numerator of which is the sum of the account balances under                the defined contribution plans for all "key employees" and the present value of accrued benefits under the                defined benefit plans for all "key employees", and the denominator of which is the sum of the account                balances under the defined contribution plans for all participants and the present value of accrued benefits                under the defined benefit plans for all participants.  Both the numerator and denominator of the "top-heavy                ratio" shall be increased for any distribution of an account balance or an accrued benefit made during the                "distribution period" and any contribution due but unpaid as of the "determination date".                For purposes of Subsections 15.01(h)(1) and (2) above, the value of accounts shall be determined as of the         most recent "determination date" and the present value of accrued benefits shall be determined as of the date used         for computing plan costs for minimum funding that falls within 12 months of the most recent "determination date",         except as provided in Code Section 416 and the regulations issued thereunder for the first and second plan years of a         defined benefit plan.  When aggregating plans, the value of accounts and accrued benefits shall be calculated with         reference to the "determination dates" that fall within the same calendar year.                  The accounts and accrued benefits of a Participant who is not a "key employee" but who was a "key         employee" in a prior year, or who has not performed services for the Employer or any Related Employer at any time         during the one-year period ending on the "determination date", shall be disregarded.  The calculation of the "top-        heavy ratio", and the extent to which distributions, rollovers, and transfers are taken into account, shall be made in         accordance with Code Section 416 and the regulations issued thereunder.  Deductible employee contributions shall         not be taken into account for purposes of computing the "top-heavy ratio".                For purposes of determining if the Plan, or any other plan included in a "required aggregation group" of         which the Plan is a part, is a "top-heavy plan", the accrued benefit in a defined benefit plan of an Employee other         than a "key employee" shall be determined under the method, if any, that uniformly applies for accrual purposes         under all plans maintained by the Employer or a Related Employer, or, if there is no such method, as if such benefit         accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Code         Section 411(b)(1)(C).         Notwithstanding any other provision herein to the contrary, Compensation for purposes of this Article 15 shall be  based on the amount actually paid or made available to the Participant (or, if earlier, includible in the gross income of the  Participant) during the Plan Year, does not exclude any amounts elected by the Employer in Subsection 1.05(a) of the   Adoption Agreement except moving expenses paid or reimbursed by the Employer if it is reasonable to believe they are   deductible by the Employee, and shall include amounts that otherwise would be excluded as "severance amounts" (as defined   in Section 2.01(k)) if such amounts are paid to an individual who does not currently perform services for the Employer   because of qualified military service (as used in Code Section 414(u)(1)) to the extent those amounts do not exceed the   amounts the individual would have received if the individual had continued to perform services for the Employer rather than   entering qualified military service.    15.02. Application.  If the Plan is or becomes a "top-heavy plan" in any Plan Year or is automatically deemed to be a "top-  heavy plan" in accordance with the Employer's selection in Subsection 1.22(a)(1) of the Adoption Agreement, the provisions   of this Article shall apply and shall supersede any conflicting provision in the Plan.  Notwithstanding the foregoing, the   provisions of this Article shall not apply if Subsection 1.22(a)(3) of the Adoption Agreement is selected.   15.03. Minimum Contribution.  Except as otherwise specifically provided in this Section 15.03, the Nonelective   Employer Contributions made for the Plan Year on behalf of any Active Participant who is not a "key employee", when   combined with the Matching Employer Contributions made on behalf of such Active Participant for the Plan Year, shall not   be less than the lesser of three percent (or five percent, if selected by the Employer in Subsection 1.22(b) of the Adoption    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                53 





 






     Agreement) of such Participant's Compensation for the Plan Year or, in the case where neither the Employer nor any Related   Employer maintains a defined benefit plan which uses the Plan to satisfy Code Section 401(a)(4) or 410, the largest   percentage of Employer contributions made on behalf of any "key employee" for the Plan Year, expressed as a percentage of   the "key employee's" Compensation for the Plan Year. Catch-Up Contributions made on behalf of a "key employee" for the   Plan Year shall not be taken into account for purposes of determining the amount of the minimum contribution required   hereunder.          If an Active Participant is entitled to receive a minimum contribution under another qualified plan maintained by the   Employer or a Related Employer that is a "top-heavy plan", no minimum contribution shall be made hereunder unless the   Employer has provided in Subsection 1.22(b)(1) of the Adoption Agreement that the minimum contribution shall be made   under this Plan in any event. If the Employer has provided in Subsection 1.22(b)(2) that an alternative means shall be used to   satisfy the minimum contribution requirements where an Active Participant is covered under multiple plans that are "top-  heavy plans", no minimum contribution shall be required under this Section, except as provided under the 416 Contributions   Addendum to the Adoption Agreement. If a minimum contribution is required to be made under the Plan for the Plan Year on   behalf of an Active Participant who is not a "key employee" and who is a participant in a defined benefit plan maintained by   the Employer or a Related Employer that is aggregated with the Plan, the minimum contribution shall not be less than five   percent of such Participant's Compensation for the Plan Year.         The minimum contribution required under this Section 15.03 shall be made to the Account of an Active Participant  even though, under other Plan provisions, the Active Participant would not otherwise be entitled to receive a contribution, or  would have received a lesser contribution for the Plan Year, because (a) the Active Participant failed to complete the Hours  of Service requirement selected by the Employer in Subsection 1.11(e) or 1.12(d) of the Adoption Agreement, or (b) the  Participant's Compensation was less than a stated amount; provided, however, that no minimum contribution shall be made  for a Plan Year to the Account of an Active Participant who is not employed by the Employer or a Related Employer on the  last day of the Plan Year.         That portion of a Participant's Account that is attributable to minimum contributions required under this  Section 15.03, to the extent required to be nonforfeitable under Code Section 416(b), may not be forfeited under Code  Section 411(a)(3)(B).  15.04.  Determination of Minimum Required Contribution.  For purposes of determining the amount of any minimum   contribution required to be made on behalf of a Participant who is not a "key employee" for a Plan Year, the Matching   Employer Contributions made on behalf of such Participant and the Nonelective Employer Contributions allocated to such   Participant for the Plan Year shall be aggregated. If the aggregate amount of such contributions, when expressed as a   percentage of such Participant's Compensation for the Plan Year, is less than the minimum contribution required to be made   to such Participant under Section 15.03, the Employer shall make an additional contribution on behalf of such Participant in   an amount that, when aggregated with the Qualified Nonelective Contributions, Matching Employer Contributions and   Nonelective Employer Contributions previously allocated to such Participant, will equal the minimum contribution required   to be made to such Participant under Section 15.03.   15.05. Accelerated Vesting.   If applicable, for any Plan Year in which the Plan is or is deemed to be a "top-heavy plan"   and all Plan Years thereafter, the top-heavy vesting schedule described within Subsection 1.22(c) of the Adoption Agreement   shall automatically apply in lieu of any less favorable schedule specified in the Vesting Schedule Addendum to the Adoption   Agreement.   The top-heavy vesting schedule applies to all benefits within the meaning of Code Section 411(a)(7) except   those already subject to a vesting schedule which vests at least as rapidly in all cases as the schedule described within   Subsection 1.22(c) of the Adoption Agreement, including benefits accrued before the Plan becomes a "top-heavy plan".    Notwithstanding the foregoing provisions of this Section 15.05, the top-heavy vesting schedule does not apply to the Account   of any Participant who does not have an Hour of Service after the Plan initially becomes or is deemed to have become a "top-  heavy plan" and such Employee's Account attributable to Employer Contributions shall be determined without regard to this   Section 15.05.   15.06. Exclusion of Collectively-Bargained Employees.  Notwithstanding any other provision of this Article 15,   Employees who are included in a unit covered by a collective bargaining agreement between employee representatives and  one or more employers may be included in determining whether or not the Plan is a "top-heavy plan"; provided, however,  that if a "key employee" is covered by a collective bargaining agreement for the "determination period," all Employees  covered by such agreement shall be included.  No Employees in a unit covered by a collective bargaining agreement shall be    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                54 





 






     entitled to a minimum contribution under Section 15.03 or accelerated vesting under Section 15.05, unless otherwise   provided in the collective bargaining agreement.    Article 16.  Amendment and Termination.   16.01.  Amendments by the Employer that do not Affect Volume Submitter Status.  The Employer reserves the   authority through a board of directors' resolution or similar action, subject to the provisions of Article 1 and Section 16.04, to  amend the Plan as provided herein, and such amendment shall not affect the status of the Plan as a volume submitter plan.         (a)    The Employer may amend the Adoption Agreement to make a change or changes in the provisions         previously elected by it.  Such amendment may be made either by (1) completing an amended Adoption Agreement,         or (2) adopting an amendment in the form provided by the Volume Submitter Sponsor. Any such amendment must         be filed with the Trustee.           (b)    The Employer may adopt certain model amendments published by the Internal Revenue Service which         specifically provide that their adoption shall not cause the Plan to be treated as an individually designed plan.  16.02.  Amendments by the Employer Adopting Provisions not Included in Volume Submitter Specimen Plan.  The   Employer reserves the authority, subject to the provisions of Section 16.04, to amend the Plan by adopting provisions that are   not included in the Volume Submitter Sponsor's specimen plan. Any such amendment(s) shall be made through use of the   Plan Superseding Provisions Addendum and/or the Trust Superseding Provisions Addendum to the Adoption Agreement, as   appropriate.     16.03.  Amendment by the Volume Submitter Sponsor.      Effective as of the date the Volume Submitter Sponsor receives approval from the Internal Revenue Service of its Volume   Submitter specimen plan, the Volume Submitter Sponsor may in its discretion amend the volume submitter plan at any time,   which amendment may also apply to the Plan maintained by the Employer. The Volume Submitter Sponsor shall satisfy any   recordkeeping and notice requirements imposed by the Internal Revenue Service in order to maintain its amendment   authority. The Volume Submitter Sponsor shall provide a copy of any such amendment to each Employer adopting its  volume submitter plan at the Employer's last known address as shown on the books maintained by the Volume Submitter  Sponsor or its affiliates.         The Volume Submitter Sponsor will no longer have the authority to amend the Plan on behalf of an adopting  Employer as of the earlier of (a) the date of the adoption of an Employer amendment to the Plan to incorporate a provision  that is not allowable in the Volume Submitter program, as described in Section 16.03 of Rev. Proc. 2011-49 (or the successor  thereto), or (b) the date the Internal Revenue Service gives notice that the Plan is being treated as an individually-designed  plan due to the nature and extent of amendments, pursuant to Section 24.03 of Rev. Proc. 2011-49 (or the successor thereto).  16.04.  Amendments Affecting Vested Interest and/or Accrued Benefits.  Except as permitted by Section 16.05,   Section 1.20(d) of the Adoption Agreement, and/or Code Section 411(d)(6) and regulations issued thereunder, no amendment   to the Plan shall be effective to the extent that it has the effect of decreasing a Participant's Account or eliminating an optional  form of benefit with respect to benefits attributable to service before the amendment.  Furthermore, if the vesting schedule of  the Plan is amended, the nonforfeitable interest of a Participant in his Account, determined as of the later of the date the  amendment is adopted or the date it becomes effective, shall not be less than the Participant's nonforfeitable interest in his  Account determined without regard to such amendment.         If the Plan's vesting schedule is amended because of a change to "top-heavy plan" status, as described in  Subsection 15.01(g), the accelerated vesting provisions of Section 15.05 shall continue to apply for all Plan Years thereafter,  regardless of whether the Plan is a "top-heavy plan" for such Plan Year.           If the Plan's vesting schedule is amended and an Active Participant's vested interest, as calculated by using the  amended vesting schedule, is less in any year than the Active Participant's vested interest calculated under the Plan's vesting  schedule immediately prior to the amendment, the amended vesting schedule shall apply only to Employees first hired on or  after the effective date of the change in vesting schedule.  16.05.  Retroactive Amendments made by Volume Submitter Sponsor.  An amendment made by the Volume Submitter   Sponsor in accordance with Section 16.03 may be made effective on a date prior to the first day of the Plan Year in which it   is adopted if, in published guidance, the Internal Revenue Service either permits or requires such an amendment to be made    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                55 





 






     to enable the Plan and Trust to satisfy the applicable requirements of the Code and all requirements for the retroactive   amendment are satisfied.     16.06. Termination and Discontinuation of Contributions.  The Employer has adopted the Plan with the intention and   expectation that assets shall continue to be held under the Plan on behalf of Participants and their Beneficiaries indefinitely   and, unless the Plan is a frozen plan as provided in Subsection 1.01(g)(5) of the Adoption Agreement, that contributions   under the Plan shall be continued indefinitely.  However, said Employer has no obligation or liability whatsoever to maintain   the Plan for any length of time and may amend the Plan to discontinue contributions under the Plan or terminate the Plan at   any time without any liability hereunder for any such discontinuance or termination.         If the Plan is not already a frozen plan, the Employer may amend the Plan to discontinue further contributions to the   Plan by selecting Subsection 1.01(g)(5) of the Adoption Agreement. An Employer that has selected in Subsection 1.01(g)(5)   of the Adoption Agreement may change its selection and provide for contributions under the Plan to recommence with the   intention that such contributions continue indefinitely, as provided in the preceding paragraph.         The Employer may terminate the Plan by written notice delivered to the Trustee. Notwithstanding the effective date   of the termination of the Plan, loan payments being made pursuant to Section 9.07 shall continue to be remitted to the Trust   until the loan has been defaulted or distributed pursuant to Sections 9.10 and 9.11 or Section 9.13, respectively.   16.07. Distribution upon Termination of the Plan.  Upon termination or partial termination of the Plan or complete   discontinuance of contributions thereunder, each Participant (including a terminated Participant with respect to amounts not   previously forfeited by him) who is affected by such termination or partial termination or discontinuance shall have a vested   interest in his Account of 100 percent.  Subject to Section 12.01 and Article 14, upon receipt of instructions from the   Administrator, the Trustee shall distribute to each Participant or other person entitled to distribution the balance of the   Participant's Account in a single lump sum payment.  In the absence of such instructions, the Trustee shall notify the   Administrator of such situation and the Trustee shall be under no duty to make any distributions under the Plan until it   receives instructions from the Administrator.  Upon the completion of such distributions, the Trust shall terminate, the   Trustee shall be relieved from all liability under the Trust, and no Participant or other person shall have any claims   thereunder, except as required by applicable law.         If distribution is to be made to a Participant or Beneficiary who cannot be located, following the Administrator’s   completion of such search methods as described in applicable Department of Labor guidance, the Administrator shall give   instructions to the Trustee to roll over the distribution to an individual retirement account established by the Administrator in   the name of the missing Participant or Beneficiary, which account shall satisfy the requirements of the Department of Labor   automatic rollover safe harbor generally applicable to amounts less than or equal to the maximum cashout amount specified   in Code Section 401(a)(31)(B)(ii) ($5,000 as of January 1, 2013) that are mandatorily distributed from the Plan. In the   alternative, the Employer may direct the Trustee, subject to applicable guidance, to transfer the Account of any such missing   Participant or Beneficiary, regardless of the amount of any such Account to the Pension Benefit Guarantee Corporation.  In   the absence of such instructions, the Trustee shall make no distribution to the distributee.   16.08.  Merger or Consolidation of Plan; Transfer of Plan Assets.  In case of any merger or consolidation of the Plan   with, or transfer of assets and liabilities of the Plan to, any other plan, provision must be made so that each Participant would,   if the Plan then terminated, receive a benefit immediately after the merger, consolidation or transfer which is equal to or   greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer if the   Plan had then terminated.    Article 17.  Amendment and Continuation of Prior Plan; Transfer of Funds to or from Other Qualified Plans.   17.01.  Amendment and Continuation of Prior Plan.  In the event the Employer has previously established a plan (the   "prior plan") which is a defined contribution plan under the Code and which on the date of adoption of the Plan meets the   applicable requirements of Code Section 401(a), the Employer may, in accordance with the provisions of the prior plan,  amend and restate the prior plan in the form of the Plan and become the Employer hereunder, subject to the following:         (a)    Subject to the provisions of the Plan, each individual who was a Participant in the prior plan immediately         prior to the effective date of such amendment and restatement shall become a Participant in the Plan on the effective         date of the amendment and restatement, provided he is an Eligible Employee as of that date.     Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                56 





 






           (b)    Except as provided in Section 16.04, no election may be made under the vesting provisions of the Adoption         Agreement if such election would reduce the benefits of a Participant under the Plan to less than the benefits to         which he would have been entitled if he voluntarily separated from the service of the Employer immediately prior to         such amendment and restatement.         (c)    No amendment to the Plan shall decrease a Participant's accrued benefit or eliminate an optional form of         benefit, except as permitted under Subsection 1.20(d) of the Adoption Agreement.         (d)    The amounts standing to the credit of a Participant's account immediately prior to such amendment and         restatement which represent the amounts properly attributable to (1) contributions by the Participant and         (2) contributions by the Employer and forfeitures shall constitute the opening balance of his Account or Accounts         under the Plan.         (e)    Amounts being paid to an Inactive Participant or to a Beneficiary in accordance with the provisions of the         prior plan shall continue to be paid in accordance with such provisions.         (f)    Any election and waiver of the "qualified preretirement survivor annuity", as defined in Section 14.01, in         effect after August 23, 1984, under the prior plan immediately before such amendment and restatement shall be         deemed a valid election and waiver of Beneficiary under Section 14.04 if such designation satisfies the requirements         of Sections 14.05 and 14.06, unless and until the Participant revokes such election and waiver under the Plan.         (g)    All assets of the predecessor trust shall be invested by the Trustee as soon as reasonably practicable         pursuant to Article 8.  The Employer agrees to assist the Trustee in any way requested by the Trustee in order to         facilitate the transfer of assets from the predecessor trust to the Trust Fund.   17.02.  Transfer of Funds from an Existing Plan.  The Employer may from time to time direct the Trustee, in accordance   with such rules as the Trustee may establish, to accept cash, allowable Fund Shares or participant loan promissory notes  transferred for the benefit of Participants from a trust forming part of another qualified plan under the Code, provided such  plan is a defined contribution plan.  Such transferred assets shall become assets of the Trust as of the date they are received  by the Trustee.  Such transferred assets shall be credited to Participants' Accounts in accordance with their respective  interests immediately upon receipt by the Trustee.  A Participant's vested interest under the Plan in transferred assets which  were fully vested and nonforfeitable under the transferring plan or which were transferred to the Plan in a manner intended to  satisfy the requirements of subsection (b) of this Section 17.02 shall be fully vested and nonforfeitable at all times.  A  Participant's interest under the Plan in transferred assets which were transferred to the Plan in a manner intended to satisfy the  requirements of subsection (a) of this Section 17.02 shall be determined in accordance with the terms of the Plan, but  applying the Plan's vesting schedule or the transferor plan's vesting schedule, whichever is more favorable, for each year of  Vesting Service completed by the Participant.  Such transferred assets shall be invested by the Trustee in accordance with the  provisions of Subsection 17.01(g) as if such assets were transferred from a prior plan, as defined in Section 17.01.  Except as  otherwise provided below, no transfer of assets in accordance with this Section 17.02 may cause a loss of an accrued or  optional form of benefit protected by Code Section 411(d)(6).           The terms of the Plan as in effect at the time of the transfer shall apply to the amounts transferred regardless of  whether such application would have the effect of eliminating or reducing an optional form of benefit protected by Code  Section 411(d)(6) which was previously available with respect to any amount transferred to the Plan pursuant to this  Section 17.02, provided that such transfer satisfies the requirements set forth in either (a) or (b):         (a)    (1)    The transfer is conditioned upon a voluntary, fully informed election by the Participant to transfer                his entire account balance to the Plan.  As an alternative to the transfer, the Participant is offered the                opportunity to retain the form of benefit previously available to him (or, if the transferor plan is terminated,                to receive any optional form of benefit for which the participant is eligible under the transferor plan as                required by Code Section 411(d)(6));                (2)   If the defined contribution plan from which the transfer is made includes a qualified cash or                deferred arrangement, the Plan includes a cash or deferred arrangement;                (3)   The defined contribution plan from which the transfer is made is not a money purchase pension                plan and     Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                57 





 






                  (4)   The transfer is made either in connection with an asset or stock acquisition, merger or other                similar transaction involving a change in employer of the employees of a trade or business (i.e., an                acquisition or disposition within the meaning of Section 1.410(b)-2(f) of the Treasury Regulations) or in                connection with the participant's change in employment status such that the participant is not entitled to                additional allocations under the transferor plan.         (b)    (1)   The transfer satisfies the requirements of subsection (a)(1) of this Section 17.02;                (2)   The transfer occurs at a time when the Participant is eligible, under the terms of the transferor                plan, to receive an immediate distribution of his account;                (3)    The transfer occurs at a time when the participant is not eligible to receive an immediate                distribution of his entire nonforfeitable account balance in a single sum distribution that would consist                entirely of an eligible rollover distribution within the meaning of Code Section 401(a)(31)(C); and                (4)   The amount transferred, together with the amount of any contemporaneous Code                Section 401(a)(31)  direct rollover to the Plan, equals the entire nonforfeitable account of the participant                whose account is being transferred.         It is the Employer's obligation to ensure that all assets of the Plan, other than those maintained in a separate trust or   fund pursuant to the provisions of Section 20.10, are transferred to the Trustee.  The Trustee shall have no liability for and no   duty to inquire into the administration of such transferred assets for periods prior to the transfer.   17.03.  Acceptance of Assets by Trustee.  The Trustee shall not accept assets which are not either in a medium proper for   investment under the Plan, as set forth in the Plan and the Service Agreement, or in cash.  Such assets shall be accompanied   by instructions in writing (or such other medium as may be acceptable to the Trustee) showing separately the respective   contributions by the prior employer and by the Participant, and identifying the assets attributable to such contributions.  The  Trustee shall establish such accounts as may be necessary or appropriate to reflect such contributions under the Plan.  The  Trustee shall hold such assets for investment in accordance with the provisions of Article 8, and shall in accordance with the  instructions of the Employer make appropriate credits to the Accounts of the Participants for whose benefit assets have been  transferred.    17.04.  Transfer of Assets from Trust.  The Employer may direct the Trustee to transfer all or a specified portion of the   Trust assets to any other plan or plans maintained by the Employer or the employer or employers of an Inactive Participant or   Participants, provided that the Trustee has received evidence satisfactory to it that such other plan meets all applicable  requirements of the Code, subject to the following:                (a)    The assets so transferred shall be accompanied by instructions from the Employer naming the         persons for whose benefit such assets have been transferred, showing separately the respective contributions by the         Employer and by each Inactive Participant, if any, and identifying the assets attributable to the various contributions.          The Trustee shall not transfer assets hereunder until all applicable filing requirements are met.  The Trustee shall         have no further liabilities with respect to assets so transferred.                (b)   A transfer of assets made pursuant to this Section 17.04 may result in the elimination or reduction         of an optional form of benefit protected by Code Section 411(d)(6), provided that the transfer satisfies the         requirements set forth in either (1) or (2):                (1)   (i)    The transfer is conditioned upon a voluntary, fully informed election by the Participant to                      transfer his entire Account to the other defined contribution plan.  As an alternative to the transfer,                      the Participant is offered the opportunity to retain the form of benefit previously available to him                      (or, if the Plan is terminated, to receive any optional form of benefit for which the Participant is                      eligible under the Plan as required by Code Section 411(d)(6));                      (ii)   If the Plan includes a qualified cash or deferred arrangement under Code Section 401(k),                      the defined contribution plan to which the transfer is made must include a qualified cash or                      deferred arrangement; and                       (iii)  The transfer is made either in connection with an asset or stock acquisition, merger or                      other similar transaction involving a change in employer of the employees of a trade or business    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                58 





 






                        (i.e., an acquisition or disposition within the meaning of Section 1.410(b)-2(f) of the Treasury                      Regulations) or in connection with the Participant's change in employment status such that the                      Participant becomes an Inactive Participant.                 (2)   (i)    The transfer satisfies the requirements of subsection (1)(i) of this Section 17.04;                       (ii)  The transfer occurs at a time when the Participant is eligible, under the terms of the Plan,                       to receive an immediate distribution of his benefit;                        (iii)  The transfer occurs at a time when the Participant is not eligible to receive an immediate                       distribution of his entire nonforfeitable Account in a single sum distribution that would consist                       entirely of an eligible rollover distribution within the meaning of Code Section 401(a)(31)(C);                        (iv)  The Participant is fully vested in the transferred amount in the transferee plan; and                        (v)   The amount transferred, together with the amount of any contemporaneous Code                       Section 401(a)(31) direct rollover to the transferee plan, equals the entire nonforfeitable Account                       of the Participant whose Account is being transferred.      Article 18.  Miscellaneous.   18.01. Communication to Participants.  The Plan shall be communicated to all Eligible Employees by the Employer   promptly after the Plan is adopted.   18.02.  Limitation of Rights.  Neither the establishment of the Plan and the Trust, nor any amendment thereof, nor the   creation of any fund or account, nor the payment of any benefits, shall be construed as giving to any Participant or other  person any legal or equitable right against the Employer, Administrator or Trustee, except as provided herein; and in no event  shall the terms of employment or service of any Participant be modified or in any way affected hereby.  It is a condition of  the Plan, and each Participant expressly agrees by his participation herein, that each Participant shall look solely to the assets  held in the Trust for the payment of any benefit to which he is entitled under the Plan.  No Participant or Beneficiary shall have or acquire any right, title or interest in or to the Plan assets or any portion of the Plan   assets, except by the actual payment or distribution from the Plan to such Participant or Beneficiary of such Participant’s or   Beneficiary’s benefit to which he or she is entitled under the provisions of the Plan.  Whenever the Plan pays a benefit in   excess of the maximum amount of payment required under the provisions of the Plan, the Administrator will have the right to   recover any such excess payment, plus earnings at the Administrator’s discretion, on behalf of the Plan from the Participant   and/or Beneficiary, as the case may be.  Notwithstanding anything to the contrary herein stated, this right of recovery   includes, but is not limited to, a right of offset against future benefit payments to be paid under the Plan to the Participant   and/or Beneficiary, as the case may be, which the Administrator may exercise in its sole discretion.   18.03.  Nonalienability of Benefits.  Except as provided in Code Sections 401(a)(13)(C) and (D)(relating to offsets ordered   or required under a criminal conviction involving the Plan, a civil judgment in connection with a violation or alleged   violation of fiduciary responsibilities under ERISA, or a settlement agreement between the Participant and the Department of   Labor in connection with a violation or alleged violation of fiduciary responsibilities under ERISA), Section 1.401(a)-  13(b)(2) of the Treasury Regulations (relating to Federal tax levies), or as otherwise required by law, the benefits provided   hereunder shall not be subject to alienation, assignment, garnishment, attachment, execution or levy of any kind, either   voluntarily or involuntarily, and any attempt to cause such benefits to be so subjected shall not be recognized.  The preceding   sentence shall also apply to the creation, assignment, or recognition of a right to any benefit payable with respect to a   Participant pursuant to a domestic relations order, unless such order is determined in accordance with procedures established   by the Administrator to be a qualified domestic relations order, as defined in Code Section 414(p), or any domestic relations   order entered before January 1, 1985.   18.04.  Qualified Domestic Relations Orders Procedures.  The Administrator must establish reasonable procedures to   determine the qualified status of a domestic relations order.  Upon receiving a domestic relations order, the Participant and   any alternate payee named in the order shall be notified, in writing, of the receipt of the order and the Plan's procedures for   determining the qualified status of the order.  Within a reasonable period of time after receiving the domestic relations order,    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                59 





 






     the Administrator must determine the qualified status of the order. The Participant and each alternate payee shall be provided   notice of such determination by mailing to the individual's address specified in the domestic relations order, or in a manner   consistent with the Department of Labor regulations.         If any portion of the Participant's Account is payable during the period the Administrator is making its determination   of the qualified status of the domestic relations order, the Administrator must make a separate accounting of the amounts   payable.  If the Administrator determines the order is a qualified domestic relations order within 18 months of the date   amounts first are payable following receipt of the order, the Administrator shall direct the Trustee to distribute the payable  amounts in accordance with the order.  If the determination of the qualified status of the order is not made within the 18- month determination period, the Administrator shall direct the Trustee to distribute the payable amounts in the manner the  Plan would distribute if the order did not exist and shall apply the order prospectively if the Administrator later determines  that the order is a qualified domestic relations order.         The Trustee shall set up segregated accounts for each alternate payee as directed by the Administrator.         A domestic relations order shall not fail to be deemed a qualified domestic relations order merely because it permits  distribution or requires segregation of all or part of a Participant's Account with respect to an alternate payee prior to the  Participant's earliest retirement age (as defined in Code Section 414(p)) under the Plan.  A distribution to an alternate payee   prior to the Participant's attainment of the earliest retirement age is available only if the order provides for distribution at that   time and the alternate payee consents to a distribution occurring prior to the Participant's attainment of earliest retirement age.         Notwithstanding any other provisions of this Section or of a domestic relations order, if the Employer has elected to   cash out small Accounts as provided in Subsection 1.20(e)(1) of the Adoption Agreement and the alternate payee's benefits   under the Plan do not exceed the maximum cash out limit permitted under Code Section 411(a)(11)(A), distribution shall be   made to the alternate payee in a lump sum as soon as practicable following the Administrator's determination that the order is   a qualified domestic relations order.   18.05.  Application of Plan Provisions for Multiple Employer Plans.  Notwithstanding any other provision of the Plan to   the contrary, if one of the Employers designated in Subsection 1.02(b) of the Adoption Agreement is or ceases to be a  Related Employer (hereinafter "un-Related Employer"), the Plan shall be treated as a multiple employer plan (as defined in  Code Section 413(c)) in accordance with applicable guidance.  Any subsequent removal of an un-Related Employer will not   be treated as a termination of the Plan with regard to that un-Related Employer and not be considered a distributable event for  Participants still employed with that un-Related Employer.         For the period, if any, that the Plan is a multiple employer plan, each un-Related Employer shall be treated as a  separate Employer for purposes of contributions, application of the "ADP" and "ACP" tests described in Sections 6.03 and  6.06, application of the Code Section 415 limitations described in Section 6.12, top-heavy determinations and application of  the top-heavy requirements under Article 15, and application of such other Plan provisions as the Employers determine to be  appropriate.  For any such period, the Volume Submitter Sponsor shall continue to treat the Employer as participating in this  volume submitter plan arrangement for purposes of notice or other communications in connection with the Plan, and other  Plan-related services.  The Administrator shall be responsible for administering the Plan as a multiple employer plan.  18.06. Veterans Reemployment Rights.  Notwithstanding any other provision of the Plan to the contrary, contributions,   benefits, and service credit with respect to qualified military service shall be provided in accordance with Code   Section 414(u) and the regulations thereunder.  The Administrator shall notify the Trustee of any Participant with respect to   whom additional contributions are made because of qualified military service. Additional contributions made to the Plan   pursuant to Code Section 414(u) shall be treated as Deferral Contributions (if Option 1.07(a)(5) is selected in the Adoption   Agreement, including, to the extent designated by the Participant, Roth 401(k) Contributions), Employee Contributions,   Matching Employer Contributions, Qualified Matching Employer Contributions, Qualified Nonelective Employer   Contributions, or Nonelective Employer Contributions based on the character of the contribution they are intended to replace;  provided, however, that the Plan shall not be treated as failing to meet the requirements of Code Section 401(a)(4), 401(k)(3),  401(k)(12), 401(m), 410(b), or 416 by reason of the making of or the right to make such contribution. Notwithstanding the  foregoing, Participants dying and/or becoming disabled while performing qualified military service as defined in Code  Section 414(u)(5) shall not be treated as having resumed employment pursuant to this Section on the day prior to dying or  becoming disabled for purposes of calculating contributions pursuant to Code Section 414(u)(9).  18.07. Facility of Payment.  In the event the Administrator determines, on the basis of medical reports or other evidence   satisfactory to the Administrator, that the recipient of any benefit payments under the Plan is incapable of handling his affairs    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                60 





 






     by reason of minority, illness, infirmity or other incapacity, the Administrator may direct the Trustee to disburse such   payments to a person or institution designated by a court which has jurisdiction over such recipient or a person or institution   otherwise having the legal authority under state law for the care and control of such recipient.  The receipt by such person or   institution of any such payments shall be complete acquittance therefore, and any such payment to the extent thereof, shall   discharge the liability of the Trust for the payment of benefits hereunder to such recipient.   18.08.  Information between Employer and/or Administrator and Trustee.  The Employer and/or Administrator will   furnish the Trustee, and the Trustee will furnish the Employer and/or Administrator, with such information relating to the   Plan and Trust as may be required by the other in order to carry out their respective duties hereunder, including without   limitation information required under the Code and any regulations issued or forms adopted by the Treasury Department   thereunder or under the provisions of ERISA and any regulations issued or forms adopted by the Department of Labor   thereunder.   18.09. Effect of Failure to Qualify Under Code.  Notwithstanding any other provision contained herein, if the Employer's   plan fails to be a qualified plan under the Code, such plan can no longer participate in this volume submitter plan   arrangement and shall be considered an individually designed plan.   18.10. Directions, Notices and Disclosure.  Any notice or other communication in connection with this Plan shall be   deemed delivered in writing if addressed as follows and if either actually delivered at said address or, in the case of a letter,  three business days shall have elapsed after the same shall have been deposited in the United States mail, first-class postage  prepaid and registered or certified:         (a)    If to the Employer or Administrator, to it at such address as the Administrator shall direct pursuant to the         Service Agreement;         (b)    If to the Trustee, to it at the address set forth in Subsection 1.03(a) of the Adoption Agreement;  or, in each case at such other address as the addressee shall have specified by written notice delivered in accordance with the   foregoing to the addressor's then effective notice address.         Any direction, notice or other communication provided to the Employer, the Administrator or the Trustee by another   party which is stipulated to be in written form under the provisions of this Plan may also be provided in any medium which is   permitted under applicable law or regulation.  Any written communication or disclosure to Participants required under the   provisions of this Plan may be provided in any other medium (electronic, telephone or otherwise) that is permitted under   applicable law or regulation.   18.11. Governing Law.  The Plan and the accompanying Adoption Agreement shall be construed, administered and   enforced according to ERISA, and to the extent not preempted thereby, the laws of the Commonwealth of Massachusetts.   18.12.  Discharge of Duties by Fiduciaries.  The Trustee, the Employer and any other fiduciary shall discharge their duties   under the Plan in accordance with the requirements of ERISA solely in the interests of Participants and their Beneficiaries  and with the care, skill, prudence, and diligence under the applicable circumstances that a prudent man acting in a like  capacity and familiar with such matters would use in conducting an enterprise of like character with like aims.    Article 19.   Plan Administration.   19.01.  Powers and Responsibilities of the Administrator.  The Administrator has the full power and the full   responsibility to administer the Plan in all of its details, subject, however, to the requirements of ERISA.  The Administrator   is the agent for service of legal process for the Plan. In addition to the powers and authorities expressly conferred upon it in   the Plan, the Administrator shall have all such powers and authorities as may be necessary to carry out the provisions of the   Plan, including the discretionary power and authority to interpret and construe the provisions of the Plan, such interpretation   to be final and conclusive on all persons claiming benefits under the Plan; to make benefit determinations; to utilize the   correction programs or systems established by the Internal Revenue Service (such as the Employee Plans Compliance and   Resolution System) or the Department of Labor; and to resolve any disputes arising under the Plan.  The Administrator may,   by written instrument, allocate and delegate its fiduciary responsibilities in accordance with ERISA Section 405, including   allocation of such responsibilities to an administrative committee formed to administer the Plan.       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     19.02. Nondiscriminatory Exercise of Authority.  Whenever, in the administration of the Plan, any discretionary action   by the Administrator is required, the Administrator shall exercise its authority in a nondiscriminatory manner so that all   persons similarly situated shall receive substantially the same treatment.   19.03.  Claims and Review Procedures.  As required under Section 2560.503-1(b)(2) of Regulations issued by the   Department of Labor, the claims and review procedures are described in detail in the Summary Plan Description for the Plan.   A Participant, Beneficiary or alternate payee (collectively referred to as “Claimant” in this section) seeking judicial review of  an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action (including,  without limitation, a civil action under Section 502(a) of ERISA) within 12 months of the date the final adverse benefit  determination is issued.  Notwithstanding the foregoing, any Claimant that fails to engage in or exhaust the claims and review  procedures must file any suit or legal action within 12 months of the date of the alleged facts or conduct giving rise to the  claim (including, without limitation, the date the Claimant alleges he or she became entitled to the Plan benefits requested in   the suit or legal action).  Nothing in this Plan should be construed to relieve a Claimant of the obligation to exhaust all claims   and review procedures under the Plan before filing suit in state or federal court.  A claimant who fails to file such suit or legal   action within the 12 months limitations period will lose any rights to bring any such suit or legal action thereafter.   19.04. Named Fiduciary.  The Administrator is a "named fiduciary" for purposes of ERISA Section 402(a)(1) and has the   powers and responsibilities with respect to the management and operation of the Plan described herein.   19.05. Costs of Administration.  All reasonable costs and expenses (including legal, accounting, and employee   communication fees) incurred by the Administrator and the Trustee in administering the Plan and Trust may be paid from the   forfeitures (if any) resulting under Section 11.08, or from the remaining Trust Fund.  All such costs and expenses paid from   the remaining Trust Fund shall, unless allocable to the Accounts of particular Participants, be charged against the Accounts of   all Participants as provided in the Service Agreement.     Article 20.  Trust Agreement.   20.01. Acceptance of Trust Responsibilities.  By executing the Adoption Agreement, the Employer establishes a trust to   hold the assets of the Plan that are invested in Permissible Investments.  By executing the Adoption Agreement, the Trustee  agrees to accept the rights, duties and responsibilities set forth in this Article.  If the Plan is an amendment and restatement of   a prior plan, the Trustee shall have no liability for, and no duty to inquire into, the administration of the assets of the Plan for   periods prior to the date such assets are transferred to the Trust.   20.02.  Establishment of Trust Fund.  A trust is hereby established under the Plan.  The Trustee shall open and maintain a   trust account for the Plan and, as part thereof, Accounts for such individuals as the Employer shall from time to time notify   the Trustee are Participants in the Plan.  The Trustee shall accept and hold in the Trust Fund such contributions on behalf of   Participants as it may receive from time to time from the Employer.  The Trust Fund shall be fully invested and reinvested in   accordance with the applicable provisions of the Plan in Fund Shares or as otherwise provided in Section 20.10.   20.03. Exclusive Benefit.  The Trustee shall hold the assets of the Trust Fund for the exclusive purpose of providing   benefits to Participants and Beneficiaries and defraying the reasonable expenses of administering the Plan.  No assets of the   Plan shall revert to the Employer except as specifically permitted by the terms of the Plan.   20.04. Powers of Trustee.  The Trustee shall have no discretion or authority with respect to the investment of the Trust   Fund but shall act solely as a directed trustee of the funds contributed to it.  In addition to and not in limitation of such   powers as the Trustee has by law or under any other provisions of the Plan, the Trustee shall have the following powers, each   of which the Trustee exercises solely as a directed trustee in accordance with the written direction of the Employer except to  the extent a Plan asset is subject to Participant direction of investment and provided that no such power shall be exercised in  any manner inconsistent with the provisions of ERISA:         (a)    to deal with all or any part of the Trust Fund and to invest all or a part of the Trust Fund in Permissible         Investments, without regard to the law of any state regarding proper investment;         (b)    to transfer to and invest all or any part of the Trust in any collective investment trust which is then         maintained by a bank or trust company (or any affiliate) and which is tax-exempt pursuant to Code Section 501(a)         and Rev. Rul. 81-100; provided that such collective investment trust is a Permissible Investment; and provided,         further, that the instrument establishing such collective investment trust, as amended from time to time, shall govern    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                62 





 






         any investment therein, and is hereby made a part of the Plan and this Trust Agreement to the extent of such        investment therein;        (c)    to retain uninvested such cash as the Administrator or a named fiduciary under the Plan may, from time to        time, direct;        (d)    to sell, lease, convert, redeem, exchange, or otherwise dispose of all or any part of the assets constituting        the Trust Fund;        (e)    to borrow funds from a bank or other financial institution not affiliated with the Trustee in order to provide        sufficient liquidity to process Plan transactions in a timely fashion, provided that the cost of borrowing shall be        allocated in a reasonable fashion to the Permissible Investment(s) in need of liquidity and the Employer        acknowledges that it has received the disclosure on the Trustee’s line of credit program and credit allocation policy        and a copy of the text of Prohibited Transaction Exemption 2002-55 prior to executing the Adoption Agreement, if        applicable;        (f)    to enforce by suit or otherwise, or to waive, its rights on behalf of the Trust, and to defend claims asserted        against it or the Trust, provided that the Trustee is indemnified to its satisfaction against liability and expenses        (including claims for delinquent contributions or repayments in accordance with Section 5.12);        (g)    to employ legal, accounting, clerical, and other assistance to carry out the provisions of this Trust and to        pay the reasonable expenses of such employment, including compensation, from the Trust if not paid by the        Employer;        (h)    to compromise, adjust and settle any and all claims against or in favor of it or the Trust;        (i)    to oppose, or participate in and consent to the reorganization, merger, consolidation, or readjustment of the        finances of any enterprise, to pay assessments and expenses in connection therewith, and to deposit securities under        deposit agreements;        (j)    to apply for or purchase annuity contracts in accordance with Article 14;        (k)    to hold securities unregistered, or to register them in its own name or in the name of nominees in        accordance with the provisions of Section 2550.403a-1(b) of Department of Labor Regulations;        (l)    to appoint custodians to hold investments within the jurisdiction of the district courts of the United States        and to deposit securities with stock clearing corporations or depositories or similar organizations;        (m)    to make, execute, acknowledge and deliver any and all instruments that it deems necessary or appropriate        to carry out the powers herein granted;        (n)    generally to exercise any of the powers of an owner with respect to all or any part of the Trust Fund; and         (o)    to take all such actions as may be necessary under the Trust Agreement, to the extent consistent with        applicable law.        The Employer specifically acknowledges and authorizes that affiliates of the Trustee may act as its agent in the  performance of ministerial, nonfiduciary duties under the Trust.        The Trustee shall provide the Employer with reasonable notice of any claim filed against the Plan or Trust or with  regard to any related matter, or of any claim filed by the Trustee on behalf of the Plan or Trust or with regard to any related  matter.  20.05. Accounts.  The Trustee shall keep full accounts of all receipts and disbursements and other transactions hereunder.   Within 120 days after the close of each Plan Year and at such other times as may be appropriate, the Trustee shall determine  the then net fair market value of the Trust Fund as of the close of the Plan Year, as of the termination of the Trust, or as of  such other time, whichever is applicable, and shall render to the Employer and Administrator an account of its administration  of the Trust during the period since the last such accounting, including all allocations made by it during such period.  20.06.  Approval of Accounts.  To the extent permitted by law, the written approval of any account by the Employer or  Administrator shall be final and binding, as to all matters and transactions stated or shown therein, upon the Employer,  Administrator, Participants and all persons who then are or thereafter become interested in the Trust.  The failure of the   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               63 





 






     Employer or Administrator to notify the Trustee within six months after the receipt of any account of its objection to the  account shall, to the extent permitted by law, be the equivalent of written approval.  If the Employer or Administrator files   any objections within such six month period with respect to any matters or transactions stated or shown in the account, and   the Employer or Administrator and the Trustee cannot amicably settle the question raised by such objections, the Trustee   shall have the right to have such questions settled by judicial proceedings.  Nothing herein contained shall be construed so as   to deprive the Trustee of the right to have judicial settlement of its accounts.  In any proceeding for a judicial settlement of  any account or for instructions, the only necessary parties shall be the Trustee, the Employer and the Administrator.  20.07.  Distribution from Trust Fund.  The Trustee shall make such distributions from the Trust Fund as the Employer or   Administrator may direct (in writing or such other medium as may be acceptable to the Trustee), consistent with the terms of   the Plan and either for the exclusive benefit of Participants or their Beneficiaries, or for the payment of expenses of   administering the Plan.   20.08.  Transfer of Amounts from Qualified Plan.  If amounts are to be transferred to the Plan from another qualified   plan or trust under Code Section 401(a), such transfer shall be made in accordance with the provisions of the Plan and with   such rules as may be established by the Trustee.  The Trustee shall only accept assets which are in a medium proper for   investment under this Trust Agreement or in cash, and that are accompanied in a timely manner, as agreed to by the   Administrator and the Trustee, by instructions in writing (or such other medium as may be acceptable to the Trustee) showing  separately the respective contributions by the prior employer and the transferring Employee, the records relating to such  contributions, and identifying the assets attributable to such contributions.  The Trustee shall hold such assets for investment  in accordance with the provisions of this Trust Agreement.  20.09.  Transfer of Assets from Trust.  Subject to the provisions of the Plan, the Employer may direct the Trustee to   transfer all or a specified portion of the Trust assets to any other plan or plans maintained by the Employer or the employer or  employers of an Inactive Participant or Participants, provided that the Trustee has received evidence satisfactory to it that  such other plan meets all applicable requirements of the Code.  The assets so transferred shall be accompanied by written  instructions from the Employer naming the persons for whose benefit such assets have been transferred, showing separately  the respective contributions by the Employer and by each Participant, if any, and identifying the assets attributable to the  various contributions.  The Trustee shall have no further liabilities with respect to assets so transferred.  20.10.  Separate Trust or Fund.  Subject to agreement with the Trustee, the Employer may maintain a trust or fund   (including a group annuity contract) under this volume submitter plan document for Permissible Investments for which the   Trustee will not take responsibility under this Trust Agreement as indicated in the Service Agreement.  Any Permissible   Investments for which the Trustee has not agreed to take responsibility shall not be governed by the terms of this Trust   (including Sections 20.11 and 20.12) but rather shall be subject to procedures established in the Service Agreement to govern   contributions, distributions and exchanges between such Permissible Investments and any other Permissible Investments for   the Plan.  In addition, the Employer may also appoint a trustee to establish a separate trust for claims on behalf of the Trust   for delinquent contributions or loan repayments under the Plan. The Trustee shall have no authority and no responsibility for   the Plan assets held in such separate trust or fund.  The Employer shall be responsible for assuring that such separate trust or   fund is maintained pursuant to a separate trust or custodial agreement signed by the Employer and any such trustee or   custodian, to the extent such an agreement is required.  The duties and responsibilities of the trustee of a separate trust shall   be provided by the separate trust agreement, between the Employer and the trustee of the separate trust.         Notwithstanding the preceding paragraph, the Trustee or an affiliate of the Trustee may agree in writing to provide   ministerial recordkeeping services for assets held outside of this Trust Agreement.           The Trustee shall not be the owner of any insurance contract purchased for the Plan.  All insurance contract(s) must   provide that proceeds shall be payable to the Plan; provided, however, that the policy holder shall be required to pay over all   proceeds of the contract(s) to the Participant's designated Beneficiary in accordance with the distribution provisions of this   Plan.  A Participant's Spouse shall be the designated Beneficiary of the proceeds in all circumstances unless a qualified   election has been made in accordance with Article 14.  Under no circumstances shall the policy holder retain any part of the   proceeds.  In the event of any conflict between the terms of the Plan and the terms of any insurance contract purchased   hereunder, the Plan provisions shall control.         Any life insurance contracts held in the Trust Fund or in the separate trust are subject to the following limits:         (a)    Ordinary life - For purposes of these incidental insurance provisions, ordinary life insurance contracts are         contracts with both nondecreasing death benefits and nonincreasing premiums.  If such contracts are held, less than    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                64 





 






         1/2 of the aggregate employer contributions allocated to any Participant shall be used to pay the premiums        attributable to them.        (b)    Term and universal life - No more than 1/4 of the aggregate employer contributions allocated to any        participant shall be used to pay the premiums on term life insurance contracts, universal life insurance contracts, and        all other life insurance contracts which are not ordinary life.        (c)    Combination - The sum of 1/2 of the ordinary life insurance premiums and all other life insurance        premiums shall not exceed 1/4 of the aggregate employer contributions allocated to any Participant.  20.11. Self-Directed Brokerage Option.  If one of the Permissible Investments under the Plan is Fidelity  BrokerageLink®, the self-directed brokerage option ("BrokerageLink"), the Employer hereby directs the Trustee to use  Fidelity Brokerage Services LLC ("FBSLLC") to purchase or sell individual securities for each Participant BrokerageLink  account ("PBLA") in accordance with investment directions provided by such Participant.  The Employer directs the Trustee  to establish a PBLA with FBSLLC in the name of the Trustee for each Participant electing to utilize the BrokerageLink  option.  Each electing Participant shall be granted limited trading authority over the PBLA established for such Participant,  and FBSLLC shall accept and act upon instructions from such Participants to buy, sell, exchange, convert, tender, trade and  otherwise acquire and dispose of securities in the PBLA.  The provision of BrokerageLink shall be subject to the following:        (a)    Each Participant who elects to utilize the BrokerageLink option must complete a BrokerageLink Participant        Acknowledgement Form which incorporates the provisions of the BrokerageLink Account Terms and Conditions.         Upon acceptance by FBSLLC of the BrokerageLink Participant Acknowledgement Form, FBSLLC will establish a        PBLA for the Participant.  Participant activity in the PBLA will be governed by the BrokerageLink Participant        Acknowledgement Form and the BrokerageLink Account Terms and Conditions. If the BrokerageLink Participant        Acknowledgement Form or the BrokerageLink Account Terms and Conditions conflicts with the terms of this Trust,        the Plan or an applicable statute or regulation, the Trust, the Plan or the applicable statute or regulation shall control.        (b)    Any successor organization of FBSLLC, through reorganization, consolidation, merger or similar        transactions, shall, upon consummation of such transaction, become the successor broker in accordance with the        terms of this authorization provision.        (c)    The Trustee and FBSLLC shall continue to rely on this direction provision until notified to the contrary.         The Employer reserves the right to terminate this direction upon written notice to FBSLLC (or its successor) and the        Trustee, such termination to be implemented as soon as administratively feasible.  Such notice shall be deemed a        direction to terminate BrokerageLink as an investment option.         (d)    The Trustee shall provide the Employer with a list of the types of securities which may not be purchased        under BrokerageLink.  Administrative procedures governing investment in and withdrawals from a PBLA will also        be provided to the Employer by the Trustee.        (e)    With respect to exchanges from the Participant’s Account holding investments outside of the        BrokerageLink option (hereinafter, the "SPO") into the PBLA, the named fiduciary hereby directs the Trustee to        submit for processing all instructions for purchases into the core account indicated in the BrokerageLink Account        Terms and Conditions (the "BrokerageLink Core Account") received before the close of the New York Stock        Exchange ("NYSE") on a particular date resulting from such exchange requests the next day that the NYSE is        operating.        (f)    A Participant has the authority to designate an agent to have limited trading authority over assets in the        PBLA established for such Participant.  Such agent as the Participant may designate shall have the same authority to        trade in and otherwise transact business in the PBLA, in the same manner and to the same extent as the Participant is        otherwise empowered to do hereunder, and FBSLLC shall act upon instructions from the agent as if the instructions        had come from the Participant.  Designation of an agent by the Participant is subject to acceptance by FBSLLC of a        completed BrokerageLink Third Party Limited Trading Authorization Form, the terms of which shall govern the        activity of the Participant and the authorized agent.  In the event that a provision of the BrokerageLink Third Party        Limited Trading Authorization Form conflicts with the terms of the BrokerageLink Participant Acknowledgement        Form, the BrokerageLink Account Terms and Conditions, this Trust, the Plan or an applicable statute or regulation,        the terms of the BrokerageLink Participant Acknowledgement Form, the Brokerage Link Account Terms and        Conditions, this Trust, the Plan or the applicable statute or regulation shall control.   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               65 





 






           (g)    The Participant shall be solely responsible for receiving and responding to all trade confirmations, account         statements, prospectuses, annual reports, proxies and other materials that would otherwise be distributed to the         owner of the PBLA.  With respect to proxies for securities held in the PBLA, FBSLLC shall send a copy of the         meeting notice and all proxies and proxy solicitation materials, together with a voting direction form, to the         Participant and the Participant shall have the authority to direct the exercise of all shareholder rights attributable to         those securities.  The Trustee shall not exercise such rights in the absence of direction from the Participant.         (h)    FBSLLC shall buy, sell, exchange, convert, tender, trade and otherwise acquire and dispose of securities in         each PBLA, transfer funds to and from the BrokerageLink Core Account and the SPO default fund, collect any fees         or other remuneration due FBSLLC or any of its affiliates (other than the Fidelity BrokerageLink Plan related         Account Fee, which shall be assessed and collected as described in the Service Agreement), and make distributions         to the Participant, in accordance with the Service Agreement.  No prior notice to or consent from the Participant is         required.  In the event of a transfer of the Plan to another service provider, the directions of the Employer in         transferring Plan assets shall control.  Such transfers may be effected without notice to or consent from the         Participant.         (i)    FBSLLC may accept from the Participant changes to indicative data including, but not limited to, postal         address, email address, and phone number associated with the PBLA established for the Participant.  20.12.  Employer Stock Investment Option.  If one of the Permissible Investments is equity securities issued by the   Employer or a Related Employer ("Employer Stock"), such Employer Stock must be publicly traded and "qualifying   employer securities" within the meaning of ERISA Section 407(d)(5).  Plan investments in Employer Stock shall be made via   the Employer Stock Investment Fund (the "Stock Fund") which shall consist of either (i) the shares of Employer Stock held   for each Participant who participates in the Stock Fund (a "Share Accounting Stock Fund"), or (ii) a combination of shares of   Employer Stock and short-term liquid investments, consisting of mutual fund shares or commingled money market pool units   as agreed to by the Employer and the Trustee, which are necessary to satisfy the Stock Fund's cash needs for transfers and   payments (a "Unitized Stock Fund").  Dividends received by the Stock Fund are reinvested in additional shares of Employer   Stock or, in the case of a Unitized Stock Fund, in short-term liquid investments.  The determination of whether each   Participant's interest in the Stock Fund is administered on a share-accounting or a unitized basis shall be determined by the   Employer's election in the Service Agreement.         In the case of a Unitized Stock Fund, such units shall represent a proportionate interest in all assets of the Unitized   Stock Fund, which includes shares of Employer Stock, short-term investments, and at times, receivables for dividends and/or   Employer Stock sold and payables for Employer Stock purchased.  A net asset value per unit shall be determined daily for   each cash unit outstanding of the Unitized Stock Fund.  The return earned by the Unitized Stock Fund shall represent a  combination of the dividends paid on the shares of Employer Stock held by the Unitized Stock Fund, gains or losses realized  on sales of Employer Stock, appreciation or depreciation in the market price of those shares owned, and interest on the short- term investments held by the Unitized Stock Fund.  A target range for the short-term liquid investments shall be maintained  for the Unitized Stock Fund.  The named fiduciary shall, after consultation with the Trustee, establish and communicate to  the Trustee in writing such target range and a drift allowance for such short-term liquid investments.  Such target range and  drift allowance may be changed by the named fiduciary, after consultation with the Trustee, provided any such change is   communicated to the Trustee in writing.  The Trustee is responsible for ensuring that the actual short-term liquid investments   held in the Unitized Stock Fund fall within the agreed upon target range over time, subject to the Trustee's ability to execute   open-market trades in Employer Stock or to otherwise trade with the Employer.         Investments in Employer Stock shall be subject to the following limitations:         (a)    Acquisition Limit.  Pursuant to the Plan, the Trust may be invested in Employer Stock to the extent         necessary to comply with investment directions under Section 8.02 of the Plan.  Notwithstanding the foregoing,         effective for Deferral Contributions made for Plan Years beginning on or after January 1, 1999, the portion of a         Participant's Deferral Contributions that the Employer may require to be invested in Employer Stock for a Plan Year         cannot exceed one percent of such Participant's Compensation for the Plan Year.         (b)    Fiduciary Duty of Named Fiduciary.  The Administrator or any person designated by the Administrator as a         named fiduciary under Section 19.01 (the "named fiduciary") shall continuously monitor the suitability under the         fiduciary duty rules of ERISA Section 404(a)(1) (as modified by ERISA Section 404(a)(2)) of acquiring and holding         Employer Stock.  The Trustee shall not be liable for any loss, or by reason of any breach, which arises from the    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                66 





 






         directions of the named fiduciary with respect to the acquisition and holding of Employer Stock, unless it is clear on        their face that the actions to be taken under those directions would be prohibited by the foregoing fiduciary duty        rules or would be contrary to the terms of the Plan or this Trust Agreement.        (c)    Execution of Purchases and Sales.  Purchases and sales of Employer Stock shall be made on the open        market on the date on which the Trustee receives in good order all information and documentation necessary to        accurately effect such purchases and sales or (i) if later, in the case of purchases, the date on which the Trustee has        received a transfer of the funds necessary to make such purchases, (ii) as otherwise provided in the Service        Agreement, or (iii) as provided in Subsection (d) below.  Such general rules shall not apply in the following        circumstances:               (1)   If the Trustee is unable to determine the number of shares required to be purchased or sold on such               day;               (2)   If the Trustee is unable to purchase or sell the total number of shares required to be purchased or               sold on such day as a result of market conditions; or                (3)   If the Trustee is prohibited by the Securities and Exchange Commission, the New York Stock               Exchange, or any other regulatory body from purchasing or selling any or all of the shares required to be               purchased or sold on such day.               In the event of the occurrence of the circumstances described in (1), (2), or (3) above, the Trustee shall        purchase or sell such shares as soon as possible thereafter and, in the case of a Share Accounting Stock Fund, shall        determine the price of such purchases or sales to be the average purchase or sales price of all such shares purchased        or sold, respectively.        (d)    Purchases and Sales from or to Employer.  If directed by the Employer in writing prior to the trading date,        the Trustee may purchase or sell Employer Stock from or to the Employer if the purchase or sale is for adequate        consideration (within the meaning of ERISA Section 3(18)) and no commission is charged.  If Employer        contributions or contributions made by the Employer on behalf of the Participants under the Plan are to be invested        in Employer Stock, the Employer may transfer Employer Stock in lieu of cash to the Trust. In such case, the shares        of Employer Stock to be transferred to the Trust will be valued at a price that constitutes adequate consideration        (within the meaning of ERISA Section 3(18)).        (e)    Use of Broker to Purchase Employer Stock.  The Employer hereby directs the Trustee to use Fidelity        Capital Markets, Inc., an affiliate of the Trustee, or any other affiliate or subsidiary of the Trustee (collectively,        "Capital Markets"), to provide brokerage services in connection with all market purchases and sales of Employer        Stock for the Stock Fund, except in circumstances where the Trustee has determined, in accordance with its standard        trading guidelines or pursuant to Employer direction, to seek expedited settlement of trades.  The Trustee shall        provide the Employer with the commission schedule for such transactions and a copy of Capital Markets' brokerage        placement practices.  The following shall apply as well:               (1)    Any successor organization of Capital Markets through reorganization, consolidation, merger, or               similar transactions, shall, upon consummation of such transaction, become the successor broker in               accordance with the terms of this provision.               (2)   The Trustee shall continue to rely on this Employer direction until notified to the contrary.  The               Employer reserves the right to terminate this authorization upon sixty (60) days written notice to Capital               Markets (or its successor) and the Trustee and the Employer and the Trustee shall decide on a mutually-              agreeable alternative procedure for handling brokerage transactions on behalf of the Stock Fund.        (f)    Securities Law Reports.  The named fiduciary shall be responsible for filing all reports required under        Federal or state securities laws with respect to the Trust's ownership of Employer Stock; including, without        limitation, any reports required under Section 13 or 16 of the Securities Exchange Act of 1934 and shall        immediately notify the Trustee in writing of any requirement to stop purchases or sales of Employer Stock pending        the filing of any report.  The Trustee shall provide to the named fiduciary such information on the Trust's ownership        of Employer Stock as the named fiduciary may reasonably request in order to comply with Federal or state securities        laws.   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         (g)    Voting and Tender Offers.  Notwithstanding any other provision of the Trust Agreement the provisions of        this Subsection shall govern the voting and tendering of Employer Stock.  For purposes of this Subsection, each        Participant shall be designated as a named fiduciary under ERISA with respect to shares of Employer Stock that        reflect that portion, if any, of the Participant's interest in the Stock Fund not acquired at the direction of the        Participant in accordance with ERISA Section 404(c).               The Employer shall pay for all printing, mailing, tabulation and other costs associated with the voting and        tendering of Employer Stock.  The Trustee, after consultation with the Employer, shall prepare any necessary        documents associated with the voting and tendering of Employer Stock for the Trust.               (1) Voting.                     (A)    When the issuer of the Employer Stock prepares for any annual or special meeting, the                     Employer shall notify the Trustee at least thirty (30) days in advance of the intended record date                     and shall cause a copy of all proxy solicitation materials to be sent to the Trustee.  If requested by                     the Trustee, the Employer shall certify to the Trustee that the aforementioned materials represent                      the same information distributed to shareholders of Employer Stock.  The Employer shall cause                      proxy solicitation materials to be provided to each Participant with an interest in Employer Stock                      held in the Trust, together with an instruction form to be returned to the Trustee or a designee.                       The form shall show the proportional interest in the number of full and fractional shares of                      Employer Stock credited to the Participant's sub-accounts held in the Stock Fund.                        (B)   Each Participant with an interest in the Stock Fund shall have the right to direct the                      Trustee as to the manner in which the Trustee is to vote (including not to vote) that number of                      shares of Employer Stock that is credited to his Account, if the Plan uses share accounting, or, if                      accounting is by units of participation, that reflects such Participant's proportional interest in the                      Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning                      the voting of Employer Stock shall be communicated in writing, or by such other means agreed                      upon by the Trustee and the Employer.  These directions shall be held in confidence by the Trustee                      and shall not be divulged to the Employer, or any officer or employee thereof, or any other person,                      except to the extent that the consequences of such directions are reflected in reports regularly                     communicated to any such persons in the ordinary course of the performance of the Trustee's                     services hereunder. Upon its receipt of the directions, the Trustee shall vote the shares of                     Employer Stock that reflect the Participant's interest in the Stock Fund as directed by the                     Participant.  The Trustee shall not vote shares of Employer Stock that reflect a Participant's                     interest in the Stock Fund for which the Trustee has received no direction from the Participant,                     except as required by law, or to the extent that the Employer or Administrator directs the Trustee                     through the Service Agreement to vote shares of Employer Stock that reflect a Participant's                     interest in the Stock Fund for which the Trustee has received no directions from the Participant in                     the same proportion on each issue as it votes those shares that reflect all Participants' interests in                     the Stock Fund (in the aggregate) for which it received voting instructions from Participants.                      (C)    Except as otherwise required by law, the Trustee shall vote that number of shares of                     Employer Stock not credited to Participants' Accounts in the same proportion on each issue as it                     votes those shares credited to Participants' Accounts for which it received voting directions from                     Participants.               (2) Tender Offers.                     (A)    Upon commencement of a tender offer for any securities held in the Trust that are                     Employer Stock, the Employer shall timely notify the Trustee in advance of the intended tender                     date and shall cause a copy of all materials to be sent to the Trustee.  The Employer shall certify to                     the Trustee that the aforementioned materials represent the same information distributed to                     shareholders of Employer Stock. Based on these materials, the Trustee shall prepare a tender                     instruction form. The tender instruction form shall show the number of full and fractional shares                     of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if                     accounting is by units of participation, that reflect the Participant's proportional interest in the   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               68 





 






                      Stock Fund (both vested and unvested). The Employer shall cause tender materials to be sent to                     each Participant with an interest in the Stock Fund, together with the foregoing tender instruction                     form, such materials and form to be returned to the Trustee or a designee.                     (B)    Each Participant with an interest in the Stock Fund shall have the right to direct the                     Trustee to tender or not to tender some or all of the shares of Employer Stock that are credited to                     his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that                     reflect such Participant's proportional interest in the Stock Fund (both vested and unvested).                      Directions from a Participant to the Trustee concerning the tender of Employer Stock shall be                     communicated in writing, or by such other means agreed upon by the Trustee and the Employer.                      These directions shall be held in confidence by the Trustee and shall not be divulged to the                     Employer, or any officer or employee thereof, or any other person, except to the extent that the                     consequences of such directions are reflected in reports regularly communicated to any such                     persons in the ordinary course of the performance of the Trustee's services hereunder.  The Trustee                     shall tender or not tender shares of Employer Stock as directed by the Participant. Except as                     otherwise required by law, the Trustee shall not tender shares of Employer Stock that are credited                     to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of                     participation, that reflect a Participant's proportional interest in the Stock Fund for which the                     Trustee has received no direction from the Participant.                     (C)    Except as otherwise required by law, the Trustee shall tender shares of Employer Stock                     not credited to Participants' accounts in the same proportion as it tenders shares of Employer Stock                     credited to Participants' accounts.                     (D)    A Participant who has directed the Trustee to tender some or all of the shares of                     Employer Stock that reflect the Participant's proportional interest in the Stock Fund may, at any                     time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such                     tendered shares, and the Trustee shall withdraw the directed number of shares from the tender                     offer prior to the tender offer withdrawal deadline.  Prior to the withdrawal deadline, if any shares                     of Employer Stock not credited to Participants' accounts have been tendered, the Trustee shall                     redetermine the number of shares of Employer Stock that would be tendered under the previous                     paragraph if the date of the foregoing withdrawal were the date of determination, and withdraw                     from the tender offer the number of shares of Employer Stock not credited to Participants'                     accounts necessary to reduce the amount of tendered Employer Stock not credited to Participants'                     accounts to the amount so redetermined.  A Participant shall not be limited as to the number of                     directions to tender or withdraw that the Participant may give to the Trustee.                     (E)    A direction by a Participant to the Trustee to tender shares of Employer Stock that reflect                     the Participant's proportional interest in the Stock Fund shall not be considered a written election                     under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable                     shares.  If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the                     proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the                     Participant's Account.  If accounting is by units of participation, the Trustee shall credit to each                     proportional interest of the Participant from which the tendered shares were taken the proceeds                     received by the Trustee in exchange for the shares of Employer Stock tendered from that interest.                      Pending receipt of direction (through the Administrator) from the Participant or the named                     fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments the                     proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment                     specified for such purposes in the Service Agreement.        (h)    Shares Credited.  If accounting with respect to the Stock Fund is by units of participation, then for all        purposes of this Section 20.12, the number of shares of Employer Stock deemed "reflected" in a Participant's        proportional interest shall be determined as of the last preceding valuation date.  The trade date is the date the        transaction is valued.        (i)    General.  With respect to all rights other than the right to vote, the right to tender, and the right to withdraw        shares previously tendered, in the case of Employer Stock credited to a Participant's Account or proportional interest   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               69 





 






           in the Stock Fund, the Trustee shall follow the directions of the Participant and if no such directions are received, the         directions of the named fiduciary.  The Trustee shall have no duty to solicit directions from Participants. The         Administrator is responsible for ensuring that (i) the procedures established in accordance with the provisions of         Subsection 20.12(g) are sufficient to safeguard the confidentiality of the information described therein, (ii) such         procedures are being followed, and (iii) an independent fiduciary, as described in regulations issued under ERISA         Section 404(c), is appointed when needed in accordance with those regulations.         (j)    Conversion.  All provisions in this Section 20.12 shall also apply to any securities received as a result of a         conversion to Employer Stock.   20.13.  Voting; Delivery of Information.    The Trustee shall deliver, or cause to be executed and delivered, to the   Employer or Administrator all notices, prospectuses, financial statements, proxies and proxy soliciting materials received by  the Trustee relating to securities held by the Trust or, if applicable, deliver these materials to the appropriate Participant or the  Beneficiary of a deceased Participant.  Unless provided otherwise in the Service Agreement, the Trustee shall vote any  securities held by the Trust in accordance with the instructions of the Participant or the Beneficiary of a deceased Participant  and shall not vote securities for which it has not received instructions.  20.14.  Compensation and Expenses of Trustee.   The Trustee's fee for performing its duties hereunder shall be such   reasonable amounts as specified in the Service Agreement or any other written agreement with the Employer.  Such fee, any   taxes of any kind which may be levied or assessed upon or with respect to the Trust Fund, and any and all expenses,   including without limitation legal fees and expenses of administrative and judicial proceedings, reasonably incurred by the   Trustee in connection with its duties and responsibilities hereunder shall, unless some or all have been paid by the Employer,   be paid from the Trust in the method specified in the Service Agreement.   20.15.  Reliance by Trustee on Other Persons.  The Trustee may rely upon and act upon any writing from any person   authorized by the Employer or the Administrator pursuant to the Service Agreement or any other written direction to give   instructions concerning the Plan and may conclusively rely upon and be protected in acting upon any written order from the   Employer or the Administrator  or upon any other notice, request, consent, certificate, or other instructions or paper   reasonably believed by it to have been executed by a duly authorized person, so long as it acts in good faith in taking or   omitting to take any such action.  The Trustee need not inquire as to the basis in fact of any statement in writing received   from the Employer or the Administrator.         The Trustee shall be entitled to rely on the latest certificate it has received from the Employer or the Administrator  as to any person or persons authorized to act for the Employer or the Administrator hereunder and to sign on behalf of the  Employer or the Administrator any directions or instructions, until it receives from the Employer or the Administrator written  notice that such authority has been revoked.         Except with respect to instructions from a Participant as to the Participant's Account that are otherwise authorized  under the Plan, the Trustee shall be under no duty to take any action with respect to any Participant's Account (other than as  specified herein) unless and until the Employer or the Administrator furnishes the Trustee with written instructions on a form  acceptable to the Trustee, and the Trustee agrees thereto in writing.  The Trustee shall not be liable for any action taken  pursuant to the Employer's or the Administrator's written instructions (nor the purpose or propriety of any distribution made  thereunder).  20.16.  Indemnification by Employer.  The Employer shall indemnify and save harmless the Trustee, and all affiliates,   employees, agents and sub-contractors of the Trustee, from and against any and all liability or expense (including reasonable   attorneys' fees) to which the Trustee, or such other individuals or entities, may be subjected by reason of any act or conduct  being taken in the performance of any Plan-related duties, including those described in this Trust Agreement and the Service  Agreement, unless such liability or expense results from the Trustee's, or such other individuals' or entities', negligence or  willful misconduct.  20.17.  Consultation by Trustee with Counsel.  The Trustee may consult with legal counsel (who may be but need not be   counsel for the Employer or the Administrator) concerning any question which may arise with respect to its rights and duties   under the Plan and Trust, and the opinion of such counsel shall, to the extent permitted by law, be full and complete   protection in respect of any action taken or omitted by the Trustee hereunder in good faith and in accordance with the opinion   of such counsel.     Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                70 





 






     20.18.  Persons Dealing with the Trustee.  No person dealing with the Trustee shall be bound to see to the application of   any money or property paid or delivered to the Trustee or to inquire into the validity or propriety of any transactions.   20.19.  Resignation or Removal of Trustee.  The Trustee may resign at any time by written notice to the Employer, which   resignation shall be effective 60 days after delivery to the Employer.  The Trustee may be removed by the Employer by   written notice to the Trustee, which removal shall be effective 60 days after delivery to the Trustee or such shorter period as   may be mutually agreed upon by the Employer and the Trustee.         Except in the case of Plan termination, upon resignation or removal of the Trustee, the Employer shall appoint a   successor trustee.  Any such successor trustee shall, upon written acceptance of his appointment, become vested with the   estate, rights, powers, discretion, duties and obligations of the Trustee hereunder as if he had been originally named as   Trustee in this Agreement.         Upon resignation or removal of the Trustee, the Employer shall no longer participate in this volume submitter plan   and shall be deemed to have adopted an individually designed plan.  In such event, the Employer shall appoint a successor   trustee within said 60-day period and the Trustee shall transfer the assets of the Trust to the successor trustee upon receipt of   sufficient evidence (such as a determination letter or opinion letter from the Internal Revenue Service or an opinion of   counsel satisfactory to the Trustee) that such trust shall be a qualified trust under the Code.         The appointment of a successor trustee shall be accomplished by delivery to the Trustee of written notice that the   Employer has appointed such successor trustee, and written acceptance of such appointment by the successor trustee.  The   Trustee may, upon transfer and delivery of the Trust Fund to a successor trustee, reserve such reasonable amount as it shall   deem necessary to provide for its fees, compensation, costs and expenses, or for the payment of any other liabilities   chargeable against the Trust Fund for which it may be liable.  The Trustee shall not be liable for the acts or omissions of any   successor trustee.   20.20.  Fiscal Year of the Trust.  The fiscal year of the Trust shall coincide with the Plan Year.   20.21. Amendment.  In accordance with provisions of the Plan, and subject to the limitations set forth therein, this Trust   Agreement may only be amended by the Employer and the Trustee executing an amendment to the Trust Superseding   Provisions Addendum to the Adoption Agreement.  No amendment to this Trust Agreement shall divert any part of the Trust   Fund to any purpose other than as provided in Section 20.03.    20.22. Plan Termination.  Upon termination or partial termination of the Plan or complete discontinuance of contributions   thereunder, the Trustee shall make distributions to the Participants or other persons entitled to distributions as the Employer   or Administrator directs in accordance with the provisions of the Plan.  In the absence of such instructions and unless the Plan   otherwise provides, the Trustee shall notify the Employer or Administrator of such situation and the Trustee shall be under no   duty to make any distributions under the Plan until it receives written instructions from the Employer or Administrator.  Upon   the completion of such distributions, the Trust shall terminate, the Trustee shall be relieved from all liability under the Trust,   and no Participant or other person shall have any claims thereunder, except as required by applicable law.   20.23.  Permitted Reversion of Funds to Employer.  If it is determined by the Internal Revenue Service that the Plan does   not initially qualify under Code Section 401, all assets then held under the Plan shall be returned by the Trustee, as directed  by the Administrator, to the Employer, but only if the application for determination is made by the time prescribed by law for  filing the Employer's return for the taxable year in which the Plan was adopted or such later date as may be prescribed by  regulations.  Such distribution shall be made within one year after the date the initial qualification is denied.  Upon such  distribution the Plan shall be considered to be rescinded and to be of no force or effect.         Contributions under the Plan are conditioned upon their deductibility under Code Section 404.  In the event the  deduction of a contribution made by the Employer is disallowed under Code Section 404, such contribution (to the extent  disallowed) must be returned to the Employer within one year of the disallowance of the deduction.         Any contribution made by the Employer because of a mistake of fact must be returned to the Employer within one  year of the contribution.  20.24. Governing Law.  This Trust Agreement shall be construed, administered and enforced according to ERISA and, to   the extent not preempted thereby, the laws of the State or Commonwealth in which the Trustee has its principal place of  business.     Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                71 





 






     20.25. Assignment and Successors.  This Trust Agreement, and any of its rights and obligations hereunder, may not be   assigned by any party without the prior written consent of the other party(ies), and such consent may be withheld in any   party's sole discretion.  Notwithstanding the foregoing, the Trustee may assign this Agreement in whole or in part, and any of   its rights and obligations hereunder, to a subsidiary or affiliate of the Trustee without consent of the Employer. Any successor  to the Trustee or successor trustee, either through sale or transfer of the business or trust department of the Trustee or  successor trustee, or through reorganization, consolidation, or merger, or any similar transaction of either the Trustee or  successor trustee, shall, upon consummation of the transaction, become the successor trustee under this Agreement. All   provisions in this Trust Agreement shall extend to and be binding upon the parties hereto and their respective successors and  permitted assigns.      Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                72 





 






                     VOLUME SUBMITTER DEFINED CONTRIBUTION PLAN                                           ADDENDUM           RE: American Taxpayer Relief Act of 2012 and Code Sections 401(k) & 401(m) Final Regulations                            Amendments for Fidelity Basic Plan Document No. 17      PREAMBLE  Adoption and Effective Date of Amendment.  This amendment of the Plan is adopted to reflect statutory changes pursuant  to the American Taxpayer Relief Act of 2012 (“ATRA”), the final regulations adopted pursuant to Code Sections 401(k) &  401(m), and any related guidance.  This amendment is intended as good faith compliance with the requirements of the ATRA  and those final regulations and is to be construed in accordance with guidance issued thereunder.  Except as provided otherwise below, the amendments contained herein shall effective for Plan Years beginning after  December 31, 2014.  Supersession of Inconsistent Provisions.  This amendment shall supersede the provisions of the Plan to the extent those  provisions are inconsistent with the provisions of this amendment.     Article 1. In-Plan Roth Conversions.  The following shall be added to Article 5 effective for Roth conversions     within the Plan after December 31, 2012:        In-Plan Roth Conversions.  If elected by the Employer in Section (a) of the corresponding Adoption Agreement        Addendum, and effective for in-plan Roth conversions on and after the date elected by the Employer in such Section        (a), any Participant meeting the requirements set forth in Section (a) of the corresponding Adoption Agreement        Addendum may elect to have any part of the portions of his Account as may be described and limited therein, which        are not “designated Roth contributions” under the Plan, be considered “designated Roth contributions” for purposes        of the Plan.  Any assets converted in such a way shall be separately accounted for, be maintained in such records as        are necessary for the proper reporting thereof, and have any distribution constraints, such as those found in Article        14, applicable to them prior to the conversion continue to apply to them.        Article 2. Changing Testing Methods.  Section 6.11 is amended by replacing subsection (d) it in its entirety with the     following:        (d)    A Plan may be amended to reduce or suspend 401(k) Safe Harbor Matching Contributions or 401(k) Safe        Harbor Nonelective Employer Contributions for a Plan year, if the Employer provides in the notice described in        Section 6.09(b) that the plan may be amended during the Plan Year to reduce or suspend such contributions or the        Employer is operating at an economic loss (as described in Code Section 412(c)(2)(A)), and revert to the "ADP"        testing method (and, if applicable, the “ACP” testing method) for such Plan Year if:           (1)  All Eligible Employees are provided notice of the reduction or suspension describing (i) the consequences           of the amendment, (ii) the procedures for changing their salary reduction agreements, and (iii) the effective date           of the reduction or suspension.           (2)  The reduction or suspension of such contributions is no earlier than the later of (i) 30 days after the date the           notice described in paragraph (1) is provided to Eligible Employees or (ii) the date the amendment is adopted.           (3)  Active Participants are given a reasonable opportunity before the reduction or suspension occurs, including           a reasonable period after the notice described in paragraph (1) is provided to Eligible Employees, to change           amounts elected or deemed elected under Section 5.03 and, if applicable, Section 5.04.           (4)  With regard to 401(k) Safe Harbor Matching Employer Contributions, the Plan satisfies the 401(k) Safe           Harbor Matching Employer Contributions provisions of the Adoption Agreement in effect prior to the           amendment with respect to amounts elected or deemed elected under Section 5.03 and, if applicable, Section           5.04 made through the effective date of the amendment.   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               73 





 






            (5)  With regard to 401(k) Safe Harbor Nonelective Employer Contributions, the Plan satisfies the 401(k) Safe           Harbor Nonelective Employer Contributions provisions of the Adoption Agreement in effect prior to the           amendment with respect to the safe harbor compensation (compensation meeting the requirements of Section           1.401(k)-3(b)(2) of the Treasury Regulations) paid through the effective date of the amendment.        If the Employer amends its Plan in accordance with the provisions of this paragraph (d), the "ADP" test described in        Section 6.03 and the “ACP” test described in Section 6.06 shall be applied as if it had been in effect for the entire        Plan Year using the current year testing method in Subsection 1.06(a)(1) of the Adoption Agreement.  With regard        to 401(k) Safe Harbor Nonelective Employer Contributions, the conditions for which an Employer may make an        amendment to revert to “ADP” testing shall be considered effective for amendments adopted after May 18, 2009.      The Volume Submitter Sponsor (Fidelity Management & Research Company) executed this Amendment by separate  resolution on August 27, 2014.      Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               74 





 






                        Volume Submitter Defined Contribution Plan                                            ADDENDUM                          RE: Code Sections 401(k) & 401(m) Proposed Regulations                            Amendments for Fidelity Basic Plan Document No. 17       PREAMBLE  Adoption and Effective Date of Amendment.  This amendment of the Plan is adopted to reflect the promulgated proposed  regulations pursuant to Code Sections 401(k) & 401(m) regarding the definitions of qualified nonelective contributions and  qualified matching contributions.  This amendment is intended to remove any provision from the Plan which would prevent  utilizing forfeitures to fund any 401(k) Safe Harbor Matching Employer Contribution, 401(k) Safe Harbor Nonelective Employer  Contribution, Qualified Matching Employer Contribution, or Qualified Nonelective Employer Contribution.   This amendment is  intended to serve as a change to the Plan in good faith compliance with the requirements of those proposed regulations and is to  be construed in accordance with any guidance issued thereunder.  Except as provided otherwise below, the amendments contained herein shall be effective on and after January 18, 2017.  Supersession of Inconsistent Provisions.  This amendment shall supersede the provisions of the Plan to the extent those  provisions are inconsistent with the provisions of this amendment.     Article 1.  Removal of Funding Prohibition.  Section 11.09 is amended by replacing the third paragraph in its entirety     with the following:               Except as permitted pursuant to EPCRS and notwithstanding any other provision of the Plan to the        contrary, in no event may forfeitures be used to reduce the Employer's obligation to remit to the Trust (or other        appropriate Plan funding vehicle) loan repayments made pursuant to Article 9, Deferral Contributions, or Employee        Contributions.      The Volume Submitter Sponsor (Fidelity Management & Research Company) executed this Amendment by separate  resolution on March 9, 2017.    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2017 FMR LLC                                          All rights reserved.                                               75 





 






                          Volume Submitter Defined Contribution Plan                                             ADDENDUM                                  RE: ERISA Section 503 Final Regulations                             Amendments for Fidelity Basic Plan Document No. 17       PREAMBLE  Adoption and Effective Date of Amendment.  This amendment of the Plan is adopted as a result of the promulgated final   regulations, pursuant to Section 503 of ERISA [§2560.503-1], which revise the claims procedures for employee benefit plans   providing disability benefits.  This amendment is intended to revise any provision of the Plan which would require discretion,  on the part of the Plan Administrator, in making disability determinations.     This amendment is intended to serve as a  change to the Plan in good faith compliance with the requirements of those final regulations and is to be construed in  accordance with any guidance issued thereunder.  Notwithstanding the foregoing, nothing contained herein shall alter the election(s) within Section 1.15 of the Adoption  Agreement made by any Employer.  The amendments contained herein shall be effective on and after April 1, 2018.  Supersession of Inconsistent Provisions.  This amendment shall supersede the provisions of the Plan to the extent those   provisions are inconsistent with the provisions of this amendment.      Article 1.     Disability Retirement.  Section 11.03 is amended by replacing the second to last sentence in its entirety      with the following:                Unless otherwise specified in the Adoption Agreement, an Employee is considered disabled if he satisfied         any of the requirements for disability retirement selected by the Employer in Section 1.15 of the Adoption         Agreement and terminates his employment with the Employer.        Article 2.     Disability Definition.  The following changes shall be made to the provisions of Section 1.15 of the      Adoption Agreement:         2.1    The definition description associated with Subsection 1.15(a) is hereby amended to read as follows:  The                Participant has been determined under the Employer’s long-term disability plan as eligible for benefits.         2.2    The definition description associated with Subsection 1.15(b) is hereby amended to read as follows:  The                Participant has been determined by the Social Security Administration as eligible for Social Security                disability benefits.         2.3    The definition description associated with Subsection 1.15(c) is hereby amended to read as follows:  The                Participant is determined to be disabled by the Participant’s physician.         2.4    The description preceding the definition associated with item (41) of the Additional Provisions Addendum                to the Adoption Agreement (adding Subsection 1.15(e) of the Adoption Agreement) is hereby amended to                read as follows: The following requirements apply to Participants as described.         The Volume Submitter Sponsor (Fidelity Management & Research Company) executed this Amendment by separate   resolution on March 12, 2018.     Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2018 FMR LLC                                           All rights reserved.                                                76 





 






                          Volume Submitter Defined Contribution Plan                                             ADDENDUM    RE: The Disaster Tax Relief and Airport and Airway Extension Act of 2017, The Tax Cuts and Jobs Act of 2017, The         Bipartisan Budget Act of 2018, and Code Sections 401(k) and 401(m) 2019 Final Hardship Regulations                            Amendments for Fidelity Basic Plan Document No. 17      PREAMBLE  Adoption and Effective Date of Amendment.  This amendment of the Plan is adopted to reflect statutory changes pursuant   to the Disaster Tax Relief and Airport and Airway Extension Act of 2017 (Disaster Relief Act), the Tax Cuts and Jobs Act of   2017 (TCJA), the Bipartisan Budget Act of 2018 (BBA), and Code Sections 401(k) and 401(m) 2019 Final Hardship   Regulations and any related guidance.  This amendment is intended as good faith compliance with the requirements of the   Disaster Relief Act, the TCJA and the BBA and those final regulations and is to be construed in accordance with guidance   issued thereunder.   Except as provided otherwise below, the amendments contained herein shall be effective for Plan Years beginning after   December 31, 2018.   Supersession of Inconsistent Provisions.  This amendment shall supersede the provisions of the Plan to the extent those   provisions are inconsistent with the provisions of this amendment.      Article 1.    Qualified Matching Employer Contributions.  Section 5.09 is amended by replacing the first paragraph      it in its entirety with the following:         If so provided by the Employer in Subsection 1.11(f) of the Adoption Agreement, prior to making its Matching         Employer Contribution (other than any 401(k) Safe Harbor Matching Employer Contribution) to the Plan, the         Employer may designate all or a portion of such Matching Employer Contribution as a Qualified Matching         Employer Contribution. The Employer shall notify the Trustee of such designation at the time it makes its Matching         Employer Contribution. Qualified Matching Employer Contributions shall be distributable only in accordance with         the distribution provisions that are applicable to Deferral Contributions; provided, however, that a Participant shall         not be permitted to take Qualified Matching Employer Contributions as part of a Qualified Reservist Distribution         pursuant to Section 10.09.      Article 2.    Qualified Nonelective Employer Contributions Section 5.07 is amended by replacing the last paragraph      it in its entirety with the following:         Qualified Nonelective Employer Contributions shall be distributable only in accordance with the distribution         provisions that are applicable to Deferral Contributions; provided, however, that a Participant shall not be permitted         to take Qualified Nonelective Employer Contributions as part of a Qualified Reservist Distribution pursuant to         Section 10.09.      Article 3.   Hardship Distributions Section 10.05(a)(6) is amended and replaced effective January 1, 2018 with the      following:         expenses for the repair of damage to the Participant's principal residence that would qualify for a casualty loss         deduction under Code Section 165 (determined without regard to Code Section 165(h)(5) or whether the loss         exceeds any applicable income limit); or       Article 4.    Hardship Distributions Section 10.05 is amended and replaced in its entirety with the following:         If so provided by the Employer in Subsection 1.19(a) of the Adoption Agreement, a Participant who continues in         employment as an Employee may apply for a hardship withdrawal. Unless provided otherwise in the Service         Agreement, the Participant may apply by certifying to the Administrator all of the required criteria specified in this         Section.  Such certification shall represent that the Participant has documentation substantiating the hardship.  Such   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                            © 2019 FMR LLC                                           All rights reserved.                                                77 





 






         a hardship withdrawal may include all or any portion of the Accounts specified by the Employer in Subsection        1.19(a)(1) of the Adoption Agreement and the In-Service Withdrawals Addendum to the Adoption Agreement, if        applicable. The minimum amount, if any, that a Participant may withdraw because of hardship is the dollar amount        specified by the Employer in Subsection 1.19(a) of the Adoption Agreement.        For purposes of this Section 10.05, a withdrawal is made on account of hardship if made on account of an immediate        and heavy financial need of the Participant where such Participant lacks other available resources. The        Administrator shall direct the Trustee with respect to hardship withdrawals and those withdrawals shall be based on        the following special rules:        (a)    The following are the only financial needs considered immediate and heavy:                 (1)   expenses incurred or necessary for medical care (that would be deductible under Code Section               213(d), determined without regard to whether the expenses exceed any applicable income limit) of the               Participant, the Participant's Spouse, children, or dependents, or a primary beneficiary of the Participant;                (2)   costs directly related to the purchase (excluding mortgage payments) of a principal residence for               the Participant;                (3)   payment of tuition, related educational fees, and room and board for the next 12 months of               postsecondary education for the Participant, the Participant's Spouse, children or dependents (as defined in               Code Section 152, without regard to subsections (b)(1), (b)(2), and (d)(1)(B) thereof) , or a primary               beneficiary of the Participant;                (4)   payments necessary to prevent the eviction of the Participant from, or a foreclosure on the               mortgage on, the Participant's principal residence;                (5)    payments for funeral or burial expenses for the Participant's deceased parent, Spouse, child, or               dependent (as defined in Code Section 152, without regard to subsection (d)(1)(B) thereof), or a primary               beneficiary of the Participant;                (6)   expenses for the repair of damage to the Participant's principal residence that would qualify for a               casualty loss deduction under Code Section 165 (determined without regard to Code Section 165(h)(5) or               whether the loss exceeds any applicable income limit);                (7)   expenses and losses (including loss of income) incurred by the Participant on account of a disaster               declared by the Federal Emergency Management Agency (FEMA) under the Robert T. Stafford Disaster               Relief and Emergency Assistance Act, Public Law 100-707, provided that the employee's principal               residence or principal place of employment at the time of the disaster was located in an area designated by               FEMA for individual assistance with respect to the disaster; or               (8)   any other financial need determined to be immediate and heavy under rules and regulations issued               by the Secretary of the Treasury or his delegate; provided, however, that any such financial need shall               constitute an immediate and heavy need under this paragraph (8) no sooner than administratively               practicable following the date such rule or regulation is issued.         For purposes of this Section, the term “primary beneficiary” means a Beneficiary under the Plan who has an        unconditional right to all or a portion of the Participant’s Account upon the death of the Participant.         (b)    Except to the extent provided otherwise on Adoption Agreement Addendum regarding the Disaster Tax        Relief and Airport and Airway Extension Act of 2017, the Tax Cuts and Jobs Act of 2017, the Bipartisan Budget        Act of 2018, and Code Sections 401(k) and 401(m) 2019 Final Hardship Regulations, the distribution shall be        considered as necessary to satisfy an immediate and heavy financial need of the Participant only if:               (1)   The Participant has obtained all distributions, other than the hardship withdrawal.               (2)   The withdrawal amount is not in excess of the amount of an immediate and heavy financial need               (including amounts necessary to pay any Federal, state or local income taxes or penalties reasonably               anticipated to result from the distribution).     Article 5.    Section 9.05 Limitation on Loan Amount is amended to add the following to the end of the section:   Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               78 





 






         If so provided in the Plan’s loan procedures, for loans qualifying under the Disaster Relief Act, TCJA, and the BBA,        the dollar limit in (a) may be increased to $100,000 (or such other amount as may be provided in the applicable        Code provision) and the portion of the account in (b) may be all rather than one half.     Article 6.    Level Amortization Section 9.07 is amended to add the following to the end of the section:        If so provided in the Plan’s loan procedures, for loans qualifying under the Disaster Relief Act, TCJA, and the BBA,        the repayment period may (a) not extend beyond six years (or such other period as may be provided under the        applicable Code provision) from the date of the loan (for a loan other than for the purchase of a “participant’s”        primary residence), (b) require no payments be made for up to twelve months (or such other period as may be        provided under the applicable Code provision) and (c) provide that all accumulated interest during that period of        non-repayment be reamortized over the remaining term of the loan.     Article 7.   Qualified Disaster Distributions Section 10.08 is amended and sections (b), (c) and (d) are replaced in     their entirety with the following:        (b)    A “Qualified Individual” means any individual described in Section (d) of the In-Service Withdrawal        Addendum to the Adoption Agreement whose principal place of abode is within a federally declared disaster area on        the date so indicated under the Disaster Relief Act, TCJA, or the BBA.        (c)    The “QDD Effective Date” or “Qualified Beginning Date” means the date described in Section (d) of the        In-Service Withdrawal Addendum to the Adoption Agreement for which the Disaster Relief Act, TCJA, or the BBA,        permitted in-service withdrawals to the Qualified Individual in accordance with (b) above.        (d)    The “QDD Distribution Date” means the date described in Section (d) of the In-Service Withdrawal        Addendum to the Adoption Agreement upon which the Qualified Individual is no longer able to take the distribution        pursuant to under the Disaster Relief Act, TCJA, or the BBA, in accordance with (b) above due to his or her        principal place of abode at the time.                                The Volume Submitter Sponsor (Fidelity Management & Research Company) executed this Amendment by separate  resolution on November 25, 2019.                                    Volume Submitter Defined Contribution Plan                            Basic Plan Document 17                                                                                          © 2019 FMR LLC                                          All rights reserved.                                               79