Deferred Compensation Plan II



 Exhibit 10.30 
 UNIFIED GROCERS, INC. 
 DEFERRED COMPENSATION PLAN II 
 (Effective January 1, 2005) 







 TABLE OF CONTENTS 
  


					
	 	 	 	  	Page
	 ARTICLE 1 DEFINITIONS
	  	1
		
	 ARTICLE 2 SELECTION, ENROLLMENT, ELIGIBILITY
	  	8
	 2.1.
	 	Selection by Committee	  	8
	 2.2.
	 	Enrollment and Eligibility Requirements; Commencement of Participation.	  	8
		
	 ARTICLE 3 DEFERRAL COMMITMENTS/ANNUAL EXCESS AMOUNTS/VESTING/CREDITING/TAXES
	  	9
	 3.1.
	 	Maximum Deferral.	  	9
	 3.2.
	 	Timing of Deferral Elections; Effect of Election Form.	  	9
	 3.3.
	 	Withholding and Crediting of Annual Deferral Amounts	  	11
	 3.4.
	 	Annual Excess Amount	  	11
	 3.5.
	 	Vesting	  	12
	 3.6.
	 	Crediting/Debiting of Account Balances	  	12
	 3.7.
	 	FICA and Other Taxes.	  	13
		
	 ARTICLE 4 SHORT-TERM PAYOUT; UNFORESEEABLE EMERGENCIES
	  	13
	 4.1.
	 	Short-Term Payout	  	13
	 4.2.
	 	Postponing Short-Term Payout	  	14
	 4.3.
	 	Other Benefits Take Precedence Over Short-Term Payout	  	14
	 4.4.
	 	Unforeseeable Emergencies.	  	14
		
	 ARTICLE 5 CHANGE IN CONTROL BENEFIT
	  	15
	 5.1.
	 	Change in Control Benefit	  	15
	 5.2.
	 	Payment of Change in Control Benefit	  	15
		
	 ARTICLE 6 SEPARATION BENEFIT
	  	15
	 6.1.
	 	Separation Benefit	  	15
	 6.2.
	 	Payment of Separation Benefit.	  	16
		
	 ARTICLE 7 DISABILITY BENEFIT
	  	17
	 7.1.
	 	Disability Benefit	  	17
	 7.2.
	 	Payment of Disability Benefit.	  	17
		
	 ARTICLE 8 DEATH BENEFIT
	  	18
	 8.1.
	 	Death Benefit	  	18
	 8.2.
	 	Payment of Death Benefit	  	18
		
	 ARTICLE 9 BENEFICIARY DESIGNATION
	  	19
	 9.1.
	 	Beneficiary	  	19
	 9.2.
	 	Beneficiary Designation; Change; Spousal Consent	  	19

  

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	 9.3.
	 	Acknowledgment	  	19
	 9.4.
	 	No Beneficiary Designation	  	19
	 9.5.
	 	Doubt as to Beneficiary	  	19
	 9.6.
	 	Discharge of Obligations	  	19
		
	 ARTICLE 10 LEAVE OF ABSENCE
	  	20
	 10.1.
	 	Paid Leave of Absence	  	20
	 10.2.
	 	Unpaid Leave of Absence	  	20
		
	 ARTICLE 11 TERMINATION OF PLAN, AMENDMENT OR MODIFICATION
	  	20
	 11.1.
	 	Termination of Plan	  	20
	 11.2.
	 	Amendment	  	21
	 11.3.
	 	Plan Agreement	  	21
	 11.4.
	 	Effect of Payment	  	21
		
	 ARTICLE 12 ADMINISTRATION
	  	21
	 12.1.
	 	Committee Duties	  	21
	 12.2.
	 	Administration Upon Change In Control	  	21
	 12.3.
	 	Agents	  	21
	 12.4.
	 	Binding Effect of Decisions	  	22
	 12.5.
	 	Indemnity of Committee	  	22
	 12.6.
	 	Employer Information	  	22
		
	 ARTICLE 13 OTHER BENEFITS AND AGREEMENTS
	  	22
	 13.1.
	 	Coordination with Other Benefits	  	22
		
	 ARTICLE 14 CLAIMS PROCEDURES
	  	22
	 14.1.
	 	Presentation of Claim	  	22
	 14.2.
	 	Notification of Decision	  	23
	 14.3.
	 	Review of a Denied Claim	  	23
	 14.4.
	 	Decision on Review	  	23
	 14.5.
	 	Legal Action	  	24
		
	 ARTICLE 15 TRUST
	  	24
	 15.1.
	 	Establishment of the Trust	  	24
	 15.2.
	 	Interrelationship of the Plan and the Trust	  	24
	 15.3.
	 	Distributions From the Trust	  	24
		
	 ARTICLE 16 MISCELLANEOUS
	  	25
	 16.1.
	 	Status of Plan	  	25
	 16.2.
	 	Unsecured General Creditor	  	25
	 16.3.
	 	Employer’s Liability	  	25
	 16.4.
	 	Nonassignability	  	25
	 16.5.
	 	Not a Contract of Employment	  	25
	 16.6.
	 	Furnishing Information	  	25
	 16.7.
	 	Terms	  	26

  

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	 16.8.
	 	Captions	  	26
	 16.9.
	 	Governing Law	  	26
	 16.10.
	 	Notice	  	26
	 16.11.
	 	Successors	  	26
	 16.12.
	 	Spouse’s Interest	  	26
	 16.13.
	 	Validity	  	26
	 16.14.
	 	Incompetent	  	27
	 16.15.
	 	Domestic Relations Orders	  	27
	 16.16.
	 	Distribution in the Event of Income Inclusion Under Code Section 409A	  	27
	 16.17.
	 	Deduction Limitation on Benefit Payments	  	27

  

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 PURPOSE 
 The purpose of this Plan is to provide specified benefits to Directors and a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future
business success of Unified Grocers, Inc. and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. 
 This Plan is intended to comply with all applicable law, including Code Section 409A and related Treasury guidance and Regulations, and shall be
operated and interpreted in accordance with this intention. In order to transition to the requirements of Code Section 409A and related Treasury Regulations, the Committee may make available to Participants certain transition relief provided
under Notice 2007-86, as described more fully in Appendix A of this Plan. 
 ARTICLE 1 
 DEFINITIONS 
 For the purposes
of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings: 
 “Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual Accounts. The Account Balance shall be a bookkeeping entry only and shall be
utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan. 
 If a Participant is both an Employee and a Director and participates in the Plan in each capacity, then separate Account Balances (and separate Annual Accounts, if applicable) shall be established for such Participant
as a device for the measurement and determination of the (a) amounts deferred under the Plan that are attributable to the Participant’s status as an Employee, and (b) amounts deferred under the Plan that are attributable to the
Participant’s status as a Director. 
 “Annual Account” shall mean, with respect to a Participant, an entry on the records of
the Employer equal to (a) the sum of the Participant’s Annual Deferral Amount for any one Plan Year, plus (b) amounts credited or debited to such amounts pursuant to this Plan, less (c) all distributions made to the Participant
or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts
to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan. 
 “Annual Deferral Amount” shall mean
that portion of a Participant’s Base Salary, Bonus, and Director Fees that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year.
Annual Deferral Amount for a Plan Year shall also include the Annual Excess Amount for such Plan Year. 
  

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 “Annual Excess Amount” for any one Plan Year shall be the amount determined in accordance with
Section 3.4. 
 “Annual Installment Method” shall mean the method used to determine the amount of each payment due to a
Participant who has elected to receive a benefit over a period of years in accordance with the applicable provisions of the Plan. The amount of each annual payment due to the Participant shall be calculated by multiplying the balance of the
Participant’s benefit by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due to the Participant. The amount of the first annual payment shall be calculated as of the close of
business on or around the Participant’s Benefit Distribution Date, and the amount of each subsequent annual payment shall be calculated on or around each anniversary of such Benefit Distribution Date. For purposes of this Plan, the right to
receive a benefit payment in annual installments shall be treated as the entitlement to a single payment. 
 “Base Salary” shall
mean the annual cash compensation relating to services performed during any calendar year, excluding distributions from nonqualified deferred compensation plans, bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses,
incentive payments, non-monetary awards, director fees and other fees, and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base
Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in
the Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there been
no such plan, the amount would have been payable in cash to the Employee. 
 “Beneficiary” shall mean one or more persons, trusts,
estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant. 
 “Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

 “Benefit Distribution Date” shall mean the date upon which all or an objectively determinable portion of a Participant’s
vested benefits will become eligible for distribution. Except as otherwise provided in the Plan, a Participant’s Benefit Distribution Date shall be determined based on the earliest to occur of an event or scheduled date set forth in Articles 4
through 8, as applicable. 
 “Board” shall mean the board of directors of the Company. 
  

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 “Bonus” shall mean any compensation, in addition to Base Salary, commissions and long-term
incentive plan amounts, earned by a Participant under any Employer’s annual bonus and cash incentive plans. 
 “Change in
Control” shall mean the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of a corporation, as determined in
accordance with this Section. 
 In order for an event described below to constitute a Change in Control with respect to a Participant,
except as otherwise provided in part (b)(ii) of this Section, the applicable event must relate to the corporation for which the Participant is providing services, the corporation that is liable for payment of the Participant’s Account Balance
(or all corporations liable for payment if more than one), as identified by the Committee in accordance with Treas. Reg. §1.409A-3(i)(5)(ii)(A)(2), or such other corporation identified by the Committee in accordance with Treas. Reg.
§1.409A-3(i)(5)(ii)(A)(3). 
 In determining whether an event shall be considered a “change in the ownership,” a “change
in the effective control” or a “change in the ownership of a substantial portion of the assets” of a corporation, the following provisions shall apply: 
 (a) A “change in the ownership” of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of such corporation that,
together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(v). If a person or
group is considered either to own more than 50% of the total fair market value or total voting power of the stock of such corporation, or to have effective control of such corporation within the meaning of part (b) of this Section, and such
person or group acquires additional stock of such corporation, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the ownership” of such corporation. 
 (b) A “change in the effective control” of the applicable corporation shall occur on either of the following dates: 
 (i) The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or persons) ownership of stock of such corporation possessing 50% or more of the total voting power of the stock of such corporation, as determined in accordance with Treas. Reg.
§1.409A-3(i)(5)(vi). If a person or group is considered to possess 50% or more of the total voting power of the stock of a corporation, and such person or group acquires additional stock of such corporation, the acquisition of additional stock
by such person or group shall not be considered to cause a “change in the effective control” of such corporation; or 
 (ii) The
date on which a majority of the members of the applicable corporation’s board of directors is replaced during any 12-month period by directors whose 

  

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appointment or election is not endorsed by a majority of the members of such corporation’s board of directors before the date of the appointment or
election, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). In determining whether the event described in the preceding sentence has occurred, the applicable corporation to which the event must relate shall only include a
corporation identified in accordance with Treas. Reg. §1.409A-3(i)(5)(ii) for which no other corporation is a majority shareholder. 
 (c) A “change in the ownership of a substantial portion of the assets” of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to all or substantially all of the total gross fair market value of all of the
assets of the corporation immediately before such acquisition or acquisitions, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a “change in the ownership of a substantial
portion of the assets” when such transfer is made to an entity that is controlled by the shareholders of the transferor corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B). 
 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time. 
 “Committee” shall mean the committee described in Article 12. 
 “Company” shall mean Unified Grocers, Inc., a California corporation and any successor to all or substantially all of the Company’s assets
or business. 
 “Director” shall mean any member of the board of directors of any Employer. 
 “Director Fees” shall mean the annual fees earned by a Director from any Employer, including retainer fees and meetings fees, as compensation
for serving on the board of directors. 
 “Disability” or “Disabled” shall mean that a Participant is either
(a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12
months, or (b) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits
for a period of not less than three months under an accident and health plan covering employees of the Participant’s Employer. For purposes of this Plan, a Participant shall be deemed Disabled if determined to be totally disabled by the Social
Security Administration. A Participant shall also be deemed Disabled if determined to be disabled in accordance with the applicable disability insurance program of such Participant’s Employer, provided that the definition of
“disability” applied under such disability insurance program complies with the requirements of this Section. 
  

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 “Election Form” shall mean the form, which may be in electronic format, established from time
to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan. 
 “Employee” shall mean a person who is an employee of an Employer. 
 “Employer(s)” shall be defined as follows:

 (a) Except as otherwise provided in part (b) of this Section, the term “Employer” shall mean the Company and/or any of its
subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor. 
 (b) For the purpose of determining whether a Participant has experienced a Separation from Service, the term “Employer” shall mean: 
 (i) The entity for which the Participant performs services and with respect to which the legally binding right to compensation deferred or contributed
under this Plan arises; and 
 (ii) All other entities with which the entity described above would be aggregated and treated as a single
employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of trades or businesses, whether or not incorporated, under common control), as applicable. In order to identify the group of entities
described in the preceding sentence, the Committee shall use an ownership threshold of at least 50% as a substitute for the 80% minimum ownership threshold that appears in, and otherwise must be used when applying, the applicable provisions of
(A) Code Section 1563 for determining a controlled group of corporations under Code Section 414(b), and (B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are under common control under Code
Section 414(c). 
 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to
time. 
 “401(k) Plan” shall mean the Unified Grocers, Inc. Sheltered Savings Plan. 
 “Participant” shall mean any Employee or Director (a) who is selected to participate in the Plan, (b) whose executed Plan Agreement,
Election Form and Beneficiary Designation Form are accepted by the Committee, and (c) whose Plan Agreement has not terminated. 
 “Performance-Based Compensation” shall mean compensation the entitlement to or amount of which is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period
of at least 12 consecutive months, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(e). 
 “Plan” shall
mean the Unified Grocers, Inc. Deferred Compensation Plan II, which shall be evidenced by this instrument, as it may be amended from time to time, and by any other documents that together with this instrument define a Participant’s rights to
amounts credited to his or her Account Balance. 
  

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 “Plan Agreement” shall mean a written agreement in the form prescribed by or acceptable to the
Committee that evidences a Participant’s agreement to the terms of the Plan and which may establish additional terms or conditions of Plan participation for a Participant. Unless otherwise determined by the Committee, the most recent Plan
Agreement accepted with respect to a Participant shall supersede any prior Plan Agreements for such Participant. Plan Agreements may vary among Participants and may provide additional benefits not set forth in the Plan or limit the benefits
otherwise provided under the Plan. 
 “Plan Year” shall mean a period beginning on January 1 of each calendar year and
continuing through December 31 of such calendar year. 
 “Retirement Plan” shall mean the Unified Grocers, Inc. Cash Balance
Plan. 
 “Separation from Service” shall mean a termination of services provided by a Participant to his or her Employer, whether
voluntarily or involuntarily, other than by reason of death or Disability, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following
provisions shall apply: 
 (a) For a Participant who provides services to an Employer as an Employee, except as otherwise provided in part
(c) of this Section, a Separation from Service shall occur when such Participant has experienced a termination of employment with such Employer. A Participant shall be considered to have experienced a termination of employment when the facts
and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (i) no further services will be performed for the Employer after a certain date, or (ii) that the level of bona fide services the
Participant will perform for the Employer after such date (whether as an Employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by such Participant (whether as an
Employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months). 
 If a Participant is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Participant and the
Employer shall be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract.
If the period of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be
considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if
there is a reasonable expectation that the Participant will return to perform services for the Employer. 
  

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 (b) For a Participant who provides services to an Employer as an independent contractor, except as
otherwise provided in part (c) of this Section, a Separation from Service shall occur upon the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed for such Employer, provided
that the expiration of such contract(s) is determined by the Committee to constitute a good-faith and complete termination of the contractual relationship between the Participant and such Employer. 
 (c) For a Participant who provides services to an Employer as both an Employee and an independent contractor, a Separation from Service generally
shall not occur until the Participant has ceased providing services for such Employer as both as an Employee and as an independent contractor, as determined in accordance with the provisions set forth in parts (a) and (b) of this Section,
respectively. Similarly, if a Participant either (i) ceases providing services for an Employer as an independent contractor and begins providing services for such Employer as an Employee, or (ii) ceases providing services for an Employer
as an Employee and begins providing services for such Employer as an independent contractor, the Participant will not be considered to have experienced a Separation from Service until the Participant has ceased providing services for such Employer
in both capacities, as determined in accordance with the applicable provisions set forth in parts (a) and (b) of this Section. 
 Notwithstanding the foregoing provisions in this part (c), if a Participant provides services for an Employer as both an Employee and as a Director, to the extent permitted by Treas. Reg. §1.409A-1(h)(5) the services provided by such
Participant as a Director shall not be taken into account in determining whether the Participant has experienced a Separation from Service as an Employee, and the services provided by such Participant as an Employee shall not be taken into account
in determining whether the Participant has experienced a Separation from Service as a Director. 
 “Specified Employee” shall mean
any Participant who is determined to be a “key employee” (as defined under Code Section 416(i) without regard to paragraph (5) thereof) for the applicable period, as determined annually by the Committee in accordance with Treas.
Reg. §1.409A-1(i). In determining whether a Participant is a Specified Employee, the following provisions shall apply: 
 (a) The Committee’s identification of the individuals who fall within the definition of
“key employee” under Code Section 416(i) (without regard to paragraph (5) thereof) shall be based upon the 12-month period ending on each December 31st (referred to below as the “identification date”). In applying the applicable provisions of Code Section 416(i) to identify such individuals, “compensation” shall be determined in accordance
with Treas. Reg. §1.415(c)-2(a) without regard to (i) any safe harbor provided in Treas. Reg. §1.415(c)-2(d), (ii) any of the special timing rules provided in Treas. Reg. §1.415(c)-2(e), and (iii) any of the special
rules provided in Treas. Reg. §1.415(c)-2(g); and 
 (b) Each Participant who is
among the individuals identified as a “key employee” in accordance with part (a) of this Section shall be treated as a Specified Employee for purposes of this Plan if such Participant experiences a Separation from Service during the
12-month period that begins on the April 1st following the applicable identification date. 
  

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 “Trust” shall mean one or more trusts established by the Company in accordance with Article 15.

 “Unforeseeable Emergency” shall mean a severe financial hardship of the Participant resulting from (a) an illness or
accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a
loss of the Participant’s property due to casualty, or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined by the Committee based on
the relevant facts and circumstances. 
 ARTICLE 2 
 SELECTION, ENROLLMENT, ELIGIBILITY 
 2.1. Selection by Committee. Participation
in the Plan shall be limited to Directors and, as determined by the Committee in its sole discretion, a select group of management or highly compensated Employees. From that group, the Committee shall select, in its sole discretion, those
individuals who may actually participate in this Plan. 
 2.2. Enrollment and Eligibility Requirements; Commencement of
Participation. 
 (a) As a condition to participation, each Director or selected Employee shall complete, execute and return to the
Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form by the deadline(s) established by the Committee in accordance with the applicable provisions of this Plan. In addition, the Committee shall establish from time to time
such other enrollment requirements as it determines, in its sole discretion, are necessary. 
 (b) Each Director or selected Employee who is
eligible to participate in the Plan shall commence participation in the Plan on the date that the Committee determines that the Director or Employee has met all enrollment requirements set forth in this Plan and required by the Committee, including
returning all required documents to the Committee within the specified time period. 
 (c) If a Director or an Employee fails to meet all
requirements established by the Committee within the period required, that Director or Employee shall not be eligible to participate in the Plan during such Plan Year. 
  


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 ARTICLE 3 
 DEFERRAL COMMITMENTS/ANNUAL EXCESS 
 AMOUNTS/VESTING/CREDITING/TAXES 

3.1. Maximum Deferral. 
 (a) Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus, and/or Director Fees up to the following maximum percentages for each deferral
elected: 
  

			
	 Deferral
	  	Maximum Percentage
	 Base Salary
	  	80%
	 Bonus
	  	100%
	 Director Fees
	  	100%

 (b) Short Plan Year. Notwithstanding the foregoing, if a Participant first becomes a
Participant after the first day of a Plan Year, then to the extent required by Section 3.2 and Code Section 409A and related Treasury Regulations, the maximum amount of the Participant’s Base Salary, Bonus, or Director Fees that may be
deferred by the Participant for the Plan Year shall be determined by applying the percentages set forth in Section 3.1(a) to the portion of such compensation attributable to services performed after the date that the Participant’s deferral
election is made. 
 3.2. Timing of Deferral Elections; Effect of Election Form. 
 (a) General Timing Rule for Deferral Elections. Except as otherwise provided in this
Section 3.2, in order for a Participant to make a valid election to defer Base Salary, Bonus, Director Fees, and/or Annual Excess Amounts, the Participant must submit an Election Form for this Plan and the 401(k) Plan on or before the deadline
established by the Committee, which in no event shall be later than the December 31st preceding the Plan Year in which such compensation will
be earned. 
 Any deferral election made in accordance with this Section 3.2(a) shall be irrevocable; provided, however, that if the
Committee permits or requires Participants to make a deferral election by the deadline described above for an amount that qualifies as Performance-Based Compensation, the Committee may permit a Participant to subsequently change his or her deferral
election for such compensation by submitting a new Election Form in accordance with Section 3.2(d) below. 
 (b) Timing of
Deferral Elections for Newly Eligible Plan Participants. A Director or selected Employee who first becomes eligible to participate in the Plan on or after the beginning of a Plan Year, as determined in accordance with Treas. Reg.
§1.409A-2(a)(7)(ii) and the “plan aggregation” rules provided in Treas. Reg. §1.409A-1(c)(2), may be permitted to make an election to defer the portion of Base Salary, Bonus, and/or Director Fees attributable to services to be
performed after such election, provided that the Participant submits an Election Form on or before the deadline established by the Committee, which in no event shall be later than 30 days after the Participant first becomes eligible to participate
in the Plan. 
  

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 If a deferral election made in accordance with this Section 3.2(b) relates to compensation earned
based upon a specified performance period, the amount eligible for deferral shall be equal to (i) the total amount of compensation for the performance period, multiplied by (ii) a fraction, the numerator of which is the number of days
remaining in the service period after the Participant’s deferral election is made, and the denominator of which is the total number of days in the performance period. 
 Any deferral election made in accordance with this Section 3.2(b) shall become irrevocable no
later than the 30th day after the date the Director or selected Employee becomes eligible to participate in the Plan. 
 (c) Timing of Deferral Elections for Fiscal Year Compensation. In the event that the fiscal year of an Employer is different than the
taxable year of a Participant, the Committee may determine that a deferral election may be made for “fiscal year compensation” (as defined below), by submitting an Election Form on or before the deadline established by the Committee, which
in no event shall be later than the last day of the Employer’s fiscal year immediately preceding the fiscal year in which the services related to such compensation will begin to be performed. For purposes of this Section, the term “fiscal
year compensation” shall only include Bonus relating to a service period coextensive with one or more consecutive fiscal years of the Employer, of which no amount is paid or payable during the Employer’s fiscal year(s) that constitute the
service period. 
 (d) Timing of Deferral Elections for Performance-Based Compensation. Subject to the limitations described
below, the Committee may determine that an irrevocable deferral election for an amount that qualifies as Performance-Based Compensation may be made by submitting an Election Form on or before the deadline established by the Committee, which in no
event shall be later than six months before the end of the performance period. 
 In order for a Participant to be eligible to make a
deferral election for Performance-Based Compensation in accordance with the deadline established pursuant to this Section 3.2(d), the Participant must have performed services continuously from the later of (i) the beginning of the
performance period for such compensation, or (ii) the date upon which the performance criteria for such compensation are established, through the date upon which the Participant makes the deferral election for such compensation. In no event
shall a deferral election submitted under this Section 3.2(d) be permitted to apply to any amount of Performance-Based Compensation that has become readily ascertainable. 
 (e) Timing Rule for Deferral of Compensation Subject to Risk of Forfeiture. With
respect to compensation (i) to which a Participant has a legally binding right to payment in a subsequent year, and (ii) that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least
12 months from the date the Participant obtains the legally binding right, the Committee may determine that an irrevocable deferral election for such compensation may be made by timely delivering an Election Form to the Committee in accordance with
its rules and procedures, no later than the 30th day after the Participant obtains the legally binding right to the compensation, provided that the
election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse, as determined in accordance with Treas. Reg. §1.409A-2(a)(5). 
  

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 Any deferral election(s) made in accordance with
this Section 3.2(e) shall become irrevocable no later than the 30th day after the Participant obtains the legally binding right to the
compensation subject to such deferral election(s). 
 3.3. Withholding and Crediting of Annual Deferral Amounts. For each Plan
Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Bonus and/or Director
Fees portion of the Annual Deferral Amount shall be withheld at the time the Bonus or Director Fees are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited
to the Participant’s Annual Account for such Plan Year at the time such amounts would otherwise have been paid to the Participant. 
 3.4. Annual Excess Amount. For each Plan Year, a Participant’s Annual Excess Amount shall be equal to the sum of the following: 
 (a) The amount of benefit which would have accrued on behalf of the Participant under the 401(k) Plan as a result of the Company and Participant’s contributions to the 401(k) Plan, but which were not taken into
account because of the limitation contained in Section 415 of the Code; 
 (b) The amount of benefit which would have accrued on behalf
of the Participant under the 401(k) Plan as a result of the Participant’s contributions to the 401(k) Plan, but which were not taken into account because of the limitation contained in Section 402(g) of the Code; 
 (c) The amount of benefit which would have accrued on behalf of the Participant under the 401(k) Plan as a result of the Company and Participant’s
contributions to the 401(k) Plan, but that were not taken into account under the 401(k) Plan because of the limitation contained in Section 401(a)(l7) of the Code; and 
 (d) The actuarial equivalent of the benefit which would have accrued on behalf of the Participant under the Retirement Plan, but for the fact that the
Participant elected to defer a portion of his or her compensation under the Plan, thereby reducing the amount of the Participant’s compensation for purposes of calculating the benefit under the Retirement Plan; provided that since in no event
can the Retirement Plan in accruing a benefit take into account compensation in excess of the limits provided by Section 401(a)(17) or Section 415 of the Code, the benefit provided by this Section 3.4(d) is limited in the same way.
The rate used in the actuarial calculation shall equal the interest rate for immediate annuities used by the Pension Benefit Guaranty Corporation that is in effect on the first day of the month preceding the month in which the Participant’s
benefit provided by this Section 3.4(d) is contributed to the Plan. 
 Notwithstanding the foregoing, for the Plan Year in which the Participant first
becomes eligible to participate in the Plan on or after the beginning of the Plan Year, the Participant’s Annual Excess Amount for such Plan Year shall equal the amount provided for in Section 3.4(d) above and shall not include the amounts
provided for in Section 3.4(a), (b), and (c) above. 
  

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 3.5. Vesting. A Participant shall at all times be 100% vested in his or her Account
Balance. 
 3.6. Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are
established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Account Balance in accordance with the following rules: 
 (a) Measurement Funds. The Participant may elect one or more of the measurement funds selected by the Committee, in its sole discretion,
which are based on certain mutual funds (the “Measurement Funds”), for the purpose of crediting or debiting additional amounts to his or her Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute
or add a Measurement Fund. Each such action will take effect as of the first day of the first calendar quarter that begins at least 30 days after the day on which the Committee gives Participants advance written notice of such change. 
 (b) Election of Measurement Funds. A Participant, in connection with his or her initial deferral election in accordance with
Section 3.2 above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.6(a) above) to be used to determine the amounts to be credited or debited to his or her Account Balance. If a Participant does
not elect any of the Measurement Funds as described in the previous sentence, the Participant’s Account Balance shall automatically be allocated into the lowest-risk Measurement Fund, as determined by the Committee, in its sole discretion. The
Participant may (but is not required to) elect, by submitting an Election Form to the Committee that is accepted by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to his
or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply as of the first business
day deemed reasonably practicable by the Committee, in its sole discretion, and shall continue thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence.
Notwithstanding the foregoing, the Committee, in its sole discretion, may impose limitations on the frequency with which one or more of the Measurement Funds elected in accordance with this Section 3.6(b) may be added or deleted by such
Participant; furthermore, the Committee, in its sole discretion, may impose limitations on the frequency with which the Participant may change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund.

 (c) Proportionate Allocation. In making any election described in Section 3.6(b) above, the Participant shall specify
on the Election Form, in increments of one percent (1%), the percentage of his or her Account Balance or Measurement Fund, as applicable, to be allocated/reallocated. 
 (d) Crediting or Debiting Method. The performance of each Measurement Fund (either positive or negative) will be determined on a daily basis based on the manner in which such Participant’s Account
Balance has been hypothetically allocated among the Measurement Funds by the Participant. 
  

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 (e) No Actual Investment. Notwithstanding any other provision of this Plan that may be
interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant’s election of any such Measurement Fund, the allocation of his or her Account Balance thereto, the calculation of additional
amounts and the crediting or debiting of such amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that
the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant shall have any rights in or to such
investments themselves. Without limiting the foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant
shall at all times remain an unsecured creditor of the Company. 
 3.7. FICA and Other Taxes. 
 (a) Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the
Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Salary and/or Bonus that is not being deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes
on such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.7. 
 (b) Distributions. The Participant’s Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes
required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust. 
 ARTICLE 4 
 SHORT-TERM PAYOUT;
UNFORESEEABLE EMERGENCIES 
 4.1. Short-Term Payout. In connection with each election to defer an Annual Deferral
Amount, a Participant may elect to receive all or a portion of such Annual Deferral Amount, plus amounts credited or debited on those amounts pursuant to Section 3.6, in the form of a lump sum payment, calculated as of the close of business on
or around the Benefit Distribution Date designated by the Participant in accordance with this Section (a “Short-Term Payout”). The Benefit Distribution Date for the amount subject to a Short-Term Payout election shall be the first day of
any Plan Year designated by the Participant, which may be no sooner than three Plan Years after the end of the Plan Year to which the Participant’s deferral election relates, unless otherwise provided on an Election Form approved by the
Committee. 
  

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 Subject to the other terms and conditions of this Plan, each Short-Term Payout elected shall be paid out
during a 60 day period commencing immediately after the Benefit Distribution Date. By way of example, if a Short-Term Payout is elected for an Annual Deferral Amounts that are earned in the Plan Year commencing January 1, 2008, the earliest
Benefit Distribution Date that may be designated by a Participant would be January 1, 2012, and the Short-Term Payout would be paid out during the 60 day period commencing immediately after such Benefit Distribution Date. 
 4.2. Postponing Short-Term Payout. A Participant may elect to postpone a Short-Term Payout described in Section 4.1 above, and have
such amount paid out during a 60 day period commencing immediately after an allowable alternative Benefit Distribution Date designated in accordance with this Section 4.2. In order to make such an election, the Participant must submit an
Election Form to the Committee in accordance with the following criteria: 
 (a) The election of the new Benefit Distribution Date shall have
no effect until at least 12 months after the date on which the election is made; 
 (b) The new Benefit Distribution Date selected by the
Participant for such Short-Term Payout must be the first day of a Plan Year that is no sooner than five years after the previously designated Benefit Distribution Date; and 
 (c) The election must be made at least 12 months prior to the Participant’s previously designated Benefit Distribution Date for such Short-Term
Payout. 
 For purposes of applying the provisions of this Section 4.2, a Participant’s election to postpone a Short-Term Payout
shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Participant’s previously designated Benefit
Distribution Date for such Short-Term Payout. 
 4.3. Other Benefits Take Precedence Over Short-Term Payout. Should an event
occur prior to any Benefit Distribution Date designated for a Short-Term Payout that would trigger a benefit under Articles 5 through 8, as applicable, all amounts subject to a Short-Term Payout election shall be paid in accordance with the other
applicable provisions of the Plan and not in accordance with this Article 4. 
 4.4. Unforeseeable Emergencies. 
 (a) If a Participant experiences an Unforeseeable Emergency prior to the occurrence of a distribution event described in Articles 5 through 8, as
applicable, the Participant may petition the Committee to receive a partial or full payout from the Plan. The payout, if any, from the Plan shall not exceed the lesser of (i) the Participant’s vested Account Balance, calculated as of the
close of business on or around the Benefit Distribution Date for such payout, as determined by the Committee in accordance with provisions set forth below, or (ii) the amount necessary to satisfy the Unforeseeable Emergency, plus amounts
necessary to pay Federal, state, or local income taxes or penalties reasonably anticipated as a result of the 

  

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distribution. A Participant shall not be eligible to receive a payout from the Plan to the extent that the Unforeseeable Emergency is or may be relieved
(A) through reimbursement or compensation by insurance or otherwise, (B) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (C) by
cessation of deferrals under this Plan. 
 If the Committee, in its sole discretion, approves a Participant’s petition for payout from
the Plan, the Participant’s Benefit Distribution Date for such payout shall be the date on which such Committee approval occurs and such payout shall be distributed to the Participant in a lump sum no later than 60 days after such Benefit
Distribution Date. In addition, in the event of such approval the Participant’s outstanding deferral elections under the Plan shall be cancelled. 
 (b) A Participant’s deferral elections under this Plan shall also be cancelled to the extent the Committee determines that such action is required for the Participant to obtain a hardship distribution from an
Employer’s 401(k) Plan pursuant to Treas. Reg. §1.401(k)-1(d)(3). 
 ARTICLE 5 
 CHANGE IN CONTROL BENEFIT 
 5.1. Change in Control Benefit. A Participant, in connection with his or her commencement of participation in the Plan, shall have an opportunity to irrevocably elect to receive his or her vested Account Balance in the form of
a lump sum payment in the event that a Change in Control occurs prior to the Participant’s Separation from Service, Disability or death (the “Change in Control Benefit”). The Benefit Distribution Date for the Change in Control
Benefit, if any, shall be the date on which the Change in Control occurs. 
 If a Participant elects not to receive a Change in Control
Benefit, or fails to make an election in connection with his or her commencement of participation in the Plan, the Participant’s Account Balance shall not be paid in the event of a Change in Control, but shall be paid in accordance with the
other applicable provisions of the Plan. 
 5.2. Payment of Change in Control Benefit. The Change in Control Benefit, if any,
shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Committee, and paid to the Participant no later than 60 days after the Participant’s Benefit Distribution
Date. 
 ARTICLE 6 
 SEPARATION BENEFIT 
 6.1. Separation Benefit. If a Participant experiences a Separation from Service,
the Participant shall be eligible to receive his or her vested Account Balance in either a lump sum or annual installment payments, as elected by the Participant in accordance with Section 6.2 (the “Separation Benefit”). A
Participant’s Separation Benefit shall be calculated as of the close of business on or around the applicable Benefit Distribution Date for such benefit. The Benefit Distribution Date shall be the later of: (i) the date on which the
Participant experiences a 
  

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Separation from Service; (ii) a date certain elected by the Participant in accordance with Section 6.2(a); and (iii) the first day of the
seventh month following the date on which the Participant experiences such Separation from Service if the Participant is a Specified Employee and if required under Section 409A of the Code. Notwithstanding the foregoing, if a Participant
changes the date certain and form of distribution for one or more Annual Accounts in accordance with Section 6.2(b), the Benefit Distribution Date for the Annual Account(s) subject to such change shall be determined in accordance with
Section 6.2(b). 
 6.2. Payment of Separation Benefit. 
 (a) In connection with a Participant’s election to defer an Annual Deferral Amount, the Participant shall elect the Benefit Distribution Date and
the form in which his or her Annual Account for such Plan Year will be paid. For each Annual Account, the Participant may elect: (i) a Benefit Distribution Date for such Annual Account, which date shall be the first day of a month following
such Participant’s Separation from Service; and (ii) to receive such Annual Account in the form of a lump sum or pursuant to an Annual Installment Method of up to 20 years. If a Participant does not make any election with respect to the
payment of an Annual Account, then the Benefit Distribution Date for such Annual Account shall be the date on which the Participant experiences a Separation from Service (subject to subpart (iii) in Section 6.1) and form of distribution
shall be lump sum. 
 (b) A Participant may elect to postpone the Benefit Distribution Date elected in subpart (i) above and change the
form of payment for an Annual Account by submitting an Election Form to the Committee in accordance with the following criteria: 
 (i) The
election shall not take effect until at least 12 months after the date on which the election is made; 
 (ii) The new Benefit Distribution
Date for such Annual Account must be the first day of a Plan Year that is no sooner than five years after the Benefit Distribution Date that would otherwise have been applicable to such Annual Account; and 
 (iii) The election must be made at least 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to such Annual
Account. 
 For purposes of applying the provisions of this Section 6.2(b), a Participant’s election for an Annual Account shall
not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Benefit Distribution Date that would otherwise have been
applicable to such Annual Account. Subject to the requirements of this Section 6.2(b), the Election Form most recently accepted by the Committee that has become effective for an Annual Account shall govern the form of payout of such Annual
Account. 
 (c) The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the applicable
Benefit Distribution Date. Remaining installments, if any, shall continue in accordance with the Participant’s election for each Annual Account and shall be paid no later than 60 days after each anniversary of the Benefit Distribution Date.

  

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 ARTICLE 7 
 DISABILITY BENEFIT 
 7.1. Disability Benefit. If a Participant becomes Disabled
prior to the occurrence of a distribution event described in Articles 5, 6 and 8, as applicable, the Participant shall be eligible to receive his or her vested Account Balance in either a lump sum or annual installment payments, as elected by the
Participant in accordance with Section 7.2 (the “Disability Benefit”). A Participant’s Disability Benefit shall be calculated as of the close of business on or around the applicable Benefit Distribution Date for such benefit,
which shall be the date on which the Participant experiences a Disability; provided, however, if a Participant changes the form of distribution for the Disability Benefit in accordance with Section 7.2(b), the Benefit Distribution Date for the
Disability Benefit shall be determined in accordance with Section 7.2(b). 
 7.2. Payment of Disability Benefit.

 (a) A Participant, in connection with his or her commencement of participation in the Plan, shall elect to receive the Disability Benefit
in a lump sum or pursuant to an Annual Installment Method of up to 20 years. If a Participant does not make any election with respect to the payment of the Disability Benefit, then such Participant shall be deemed to have elected to receive the
Disability Benefit as a lump sum. 
 (b) A Participant may change the form of payment for the Disability Benefit by submitting an Election
Form to the Committee in accordance with the following criteria: 
 (i) The election shall not take effect until at least 12 months after the
date on which the election is made; and 
 (ii) The election must be made at least 12 months prior to the Benefit Distribution Date that
would otherwise have been applicable to the Participant’s Disability Benefit. 
 For purposes of applying the provisions of this
Section 7.2(b), a Participant’s election to change the form of payment for the Disability Benefit shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no
later than the date that is 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Participant’s Disability Benefit. Subject to the requirements of this Section 7.2(b), the Election Form most
recently accepted by the Committee that has become effective shall govern the form of payout of the Participant’s Disability Benefit. 
 (c) The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the applicable Benefit Distribution Date. Remaining installments, if any, shall be paid no later than 60 days after each anniversary
of the Benefit Distribution Date. 
  

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 ARTICLE 8 
 DEATH BENEFIT 
 8.1. Death Benefit. If a Participant dies prior to the
occurrence of a distribution event described in Articles 5, 6 and 7, as applicable, the Participant shall be eligible to receive his or her vested Account Balance in either a lump sum or annual installment payments, as elected by the Participant in
accordance with Section 8.2 (the “Death Benefit”). A Participant’s Death Benefit shall be calculated as of the close of business on or around the applicable Benefit Distribution Date for such benefit, which shall be the date on
which the Committee is provided with proof that is satisfactory to the Committee of the Participant’s death; provided, however, if a Participant changes the form of distribution for the Death Benefit in accordance with Section 8.2(b), the
Benefit Distribution Date for the Death Benefit shall be determined in accordance with Section 8.2(b). 
 8.2. Payment of Death
Benefit. 
 (a) A Participant, in connection with his or her commencement of participation in the Plan, shall elect to receive the
Death Benefit in the form of a lump sum or pursuant to an Annual Installment Method of up to 20 years. If a Participant does not make any election with respect to the payment of the Death Benefit, then such Participant shall be deemed to have
elected to receive the Death Benefit as a lump sum. 
 (b) A Participant may change the form of payment for the Death Benefit by submitting
an Election Form to the Committee in accordance with the following criteria: 
 (i) The election shall not take effect until at least 12
months after the date on which the election is made; and 
 (ii) The election must be made at least 12 months prior to the Benefit
Distribution Date that would otherwise have been applicable to the Participant’s Death Benefit. 
 For purposes of applying the
provisions of this Section 8.2(b), a Participant’s election to change the form of payment for the Death Benefit shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become
irrevocable no later than the date that is 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Participant’s Death Benefit. Subject to the requirements of this Section 8.2(b), the Election Form
most recently accepted by the Committee that has become effective shall govern the form of payout of the Participant’s Death Benefit. 
 (c) The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the applicable Benefit Distribution Date. Remaining installments, if any, shall be paid no later than 60 days after each anniversary
of the Benefit Distribution Date. 
  

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 ARTICLE 9 
 BENEFICIARY DESIGNATION 
 9.1. Beneficiary. Each Participant shall have the
right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the
same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates. 
 9.2.
Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant
shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures, as in effect from time to time. If the Participant names
someone other than his or her spouse as a Beneficiary, the Committee may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Committee, executed by such Participant’s spouse and
returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form
filed by the Participant and accepted by the Committee prior to his or her death. 
 9.3. Acknowledgment. No designation or
change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent. 
 9.4. No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary shall be payable to the executor or personal representative of the Participant’s estate. 
 9.5. Doubt as to
Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant’s Employer to withhold such
payments until this matter is resolved to the Committee’s satisfaction. 
 9.6. Discharge of Obligations. The payment of
benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant’s Plan Agreement shall terminate
upon such full payment of benefits. 
  

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 ARTICLE 10 
 LEAVE OF ABSENCE 
 10.1. Paid Leave of Absence. If a Participant is authorized
by the Participant’s Employer to take a paid leave of absence from the employment of the Employer, and such leave of absence does not constitute a Separation from Service, (a) the Participant shall continue to be considered eligible for
the benefits provided under the Plan, and (b) the Annual Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.2. 
 10.2. Unpaid Leave of Absence. If a Participant is authorized by the Participant’s Employer to take an unpaid leave of absence from
the employment of the Employer for any reason, and such leave of absence does not constitute a Separation from Service, such Participant shall continue to be eligible for the benefits provided under the Plan. During the unpaid leave of absence, the
Participant shall not be allowed to make any additional deferral elections. However, if the Participant returns to employment, the Participant may elect to defer an Annual Deferral Amount for the Plan Year following his or her return to employment
and for every Plan Year thereafter while a Participant in the Plan, provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.2
above. 
 ARTICLE 11  
 TERMINATION OF PLAN, AMENDMENT OR MODIFICATION 
 11.1. Termination of Plan. Although each Employer
anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Committee and each Employer
reserves the right to terminate the Plan; provided, that an Employer may only terminate the Plan with respect to all of its Participants. In the event of a Plan termination no new deferral elections shall be permitted for the affected Participants
and such Participants shall no longer be eligible to receive new company contributions. However, after the Plan termination the Account Balances of such Participants shall continue to be credited with Annual Deferral Amounts attributable to a
deferral election that was in effect prior to the Plan termination to the extent deemed necessary to comply with Code Section 409A and related Treasury Regulations, and additional amounts shall continue to credited or debited to such
Participants’ Account Balances pursuant to Section 3.6. The Measurement Funds available to Participants following the termination of the Plan shall be comparable in number and type to those Measurement Funds available to Participants in
the Plan Year preceding the Plan Year in which the Plan termination is effective. In addition, following a Plan termination, Participant Account Balances shall remain in the Plan and shall not be distributed until such amounts become eligible for
distribution in accordance with the other applicable provisions of the Plan. Notwithstanding the preceding sentence, to the extent permitted by Treas. Reg. §1.409A-3(j)(4)(ix), the Committee or Employer may provide that upon termination
of the Plan, all Account Balances of the Participants shall be distributed, subject to and in accordance with any rules established by the Committee or such Employer deemed necessary to comply with the applicable requirements and limitations of
Treas. Reg. §1.409A-3(j)(4)(ix). 
  

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 11.2. Amendment. The Committee or any Employer may, at any time, amend or modify the Plan
in whole or in part; provided, that an Employer may only amend or modify the Plan with respect to that Employer. Notwithstanding the foregoing, no amendment or modification shall be effective to decrease the value of a Participant’s vested
Account Balance in existence at the time the amendment or modification is made. 
 11.3. Plan Agreement. Despite the provisions
of Sections 11.1 and 11.2, if a Participant’s Plan Agreement contains benefits or limitations that are not in this Plan document, the Employer may only amend or terminate such provisions with the written consent of the Participant.

 11.4. Effect of Payment. The full payment of the Participant’s vested Account Balance in accordance with the applicable
provisions of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan, and the Participant’s Plan Agreement shall terminate. 
 ARTICLE 12 
 ADMINISTRATION

 12.1. Committee Duties. Except as otherwise provided in this Article 12, this Plan shall be administered by a
Committee, which shall consist of the Board, or such committee as the Board shall appoint. Members of the Committee may be Participants under this Plan. The Committee shall also have the discretion and authority to (a) make, amend, interpret,
and enforce all appropriate rules and regulations for the administration of this Plan, and (b) decide or resolve any and all questions, including benefit entitlement determinations and interpretations of this Plan, as may arise in connection
with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information
furnished by a Participant or the Company. 
 12.2. Administration Upon Change In Control. Within 120 days following a Change
in Control, the individuals who comprised the Committee immediately prior to the Change in Control (whether or not such individuals are members of the Committee following the Change in Control) may, by written consent of the majority of such
individuals, appoint an independent third party administrator (the “Administrator”) to perform any or all of the Committee’s duties described in Section 12.1 above, including without limitation, the power to determine any
questions arising in connection with the administration or interpretation of the Plan, and the power to make benefit entitlement determinations. Upon and after the effective date of such appointment, (a) the Company must pay all reasonable
administrative expenses and fees of the Administrator, and (b) the Administrator may only be terminated with the written consent of the majority of Participants with an Account Balance in the Plan as of the date of such proposed termination.

 12.3. Agents. In the administration of this Plan, the Committee or the Administrator, as applicable, may, from time to time,
employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel. 
  

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 12.4. Binding Effect of Decisions. The decision or action of the Committee or
Administrator, as applicable, with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and
binding upon all persons having any interest in the Plan. 
 12.5. Indemnity of Committee. All Employers shall indemnify and
hold harmless the members of the Committee, any Employee to whom the duties of the Committee may be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with
respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, any such Employee or the Administrator. 
 12.6. Employer Information. To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely information to the Committee and/or Administrator, as the case may
be, on all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the compensation of its Participants, the date and circumstances of the Separation from Service, Disability or
death of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require. 
 ARTICLE 13

 OTHER BENEFITS AND AGREEMENTS 
 13.1. Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under
any other plan or program for employees of the Participant’s Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided. 
 ARTICLE 14 
 CLAIMS PROCEDURES

 14.1. Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or
Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred.
The claim must state with particularity the determination desired by the Claimant. 
  

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 14.2. Notification of Decision. The Committee shall consider a Claimant’s claim within
a reasonable time, but no later than 90 days after receiving the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant
prior to the termination of the initial 90 day period. In no event shall such extension exceed a period of 90 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and
the date by which the Committee expects to render the benefit determination. The Committee shall notify the Claimant in writing: 
 (a) that
the Claimant’s requested determination has been made, and that the claim has been allowed in full; or 
 (b) that the Committee has
reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant: 
 (i) the specific reason(s) for the denial of the claim, or any part of it; 
 (ii) specific reference(s) to pertinent provisions of the Plan upon which such denial was based; 
 (iii) a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material
or information is necessary; 
 (iv) an explanation of the claim review procedure set forth in Section 14.3 below; and 
 (v) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on
review. 
 14.3. Review of a Denied Claim. On or before 60 days after receiving a notice from the Committee that a claim
has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. The Claimant (or the Claimant’s duly authorized
representative): 
 (a) may, upon request and free of charge, have reasonable access to, and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the claim for benefits; 
 (b) may submit written comments or other
documents; and/or 
 (c) may request a hearing, which the Committee, in its sole discretion, may grant. 
 14.4. Decision on Review. The Committee shall render its decision on review promptly, and no later than 60 days after the Committee
receives the Claimant’s written request 
  

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for a review of the denial of the claim. If the Committee determines that special circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60 day period. In no event shall such extension exceed a period of 60 days from the end of the initial period. The extension notice shall
indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination. In rendering its decision, the Committee shall take into account all comments, documents, records and
other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The decision must be written in a manner calculated to be understood by
the Claimant, and it must contain: 
 (a) specific reasons for the decision; 
 (b) specific reference(s) to the pertinent Plan provisions upon which the decision was based; 
 (c) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and
other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and 
 (d) a statement of
the Claimant’s right to bring a civil action under ERISA Section 502(a). 
 14.5. Legal Action. A Claimant’s
compliance with the foregoing provisions of this Article 14 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan. 
 ARTICLE 15 
 TRUST

 15.1. Establishment of the Trust. The Company shall establish a trust (the “Trust”), and each Employer
shall at least annually transfer over to the Trust such assets as the Employer determines, in its sole discretion, are necessary to provide, on a present value basis, for its respective future liabilities created with respect to the Annual Deferral
Amounts for such Employer’s Participants for all periods prior to the transfer, as well as any debits and credits to the Participants’ Account Balances for all periods prior to the transfer, taking into consideration the value of the
assets in the Trust at the time of the transfer. 
 15.2. Interrelationship of the Plan and the Trust. The provisions of the
Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets
transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan. 
 15.3.
Distributions From the Trust. Each Employer’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer’s obligations under
this Plan. 
  

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 ARTICLE 16 
 MISCELLANEOUS 
 16.1. Status of Plan. The Plan is intended to be a plan that is
not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated
employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted (a) to the extent possible in a manner consistent with the intent described in the preceding sentence, and
(b) in accordance with Code Section 409A and related Treasury guidance and Regulations. 
 16.2. Unsecured General
Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits under this Plan, any
and all of an Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

 16.3. Employer’s Liability. An Employer’s liability for the payment of benefits shall be defined only by the Plan
and the Plan Agreement, as entered into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement. 
 16.4. Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

 16.5. Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of
employment between any Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or
without notice, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer, either as an Employee or a Director, or to interfere
with the right of any Employer to discipline or discharge the Participant at any time. 
 16.6. Furnishing Information. A
Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the
payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary. 
  

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 16.7. Terms. Whenever any words are used herein in the masculine, they shall be construed
as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be,
in all cases where they would so apply. 
 16.8. Captions. The captions of the articles, sections and paragraphs of this Plan
are for convenience only and shall not control or affect the meaning or construction of any of its provisions. 
 16.9. Governing
Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of California without regard to its conflicts of laws principles. 
 16.10. Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing
and hand-delivered, or sent by registered or certified mail, to the address below: 
 Unified Grocers, Inc. 
 5200 Sheila Street 
 Commerce, CA 90040 
 Attn: Paul Hill 
 Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. 
 Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by
mail, to the last known address of the Participant. 
 16.11. Successors. The provisions of this Plan shall bind and inure to
the benefit of the Participant’s Employer and its successors and assigns and the Participant and the Participant’s designated Beneficiaries. 
 16.12. Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be
transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession. 
 16.13. Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed
and enforced as if such illegal or invalid provision had never been inserted herein. 
  

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 16.14. Incompetent. If the Committee determines in its discretion that a benefit under this
Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having
the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit
shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount. 
 16.15. Domestic Relations Orders. If necessary to comply with a domestic relations order, as defined in Code Section 414(p)(1)(B),
pursuant to which a court has determined that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan, the Committee shall have the right to immediately distribute the spouse’s or former
spouse’s interest in the Participant’s benefits under the Plan to such spouse or former spouse. 
 16.16. Distribution in the
Event of Income Inclusion Under Code Section 409A. If any portion of a Participant’s Account Balance under this Plan is required to be included in income by the Participant prior to receipt due to a failure of this Plan to comply
with the requirements of Code Section 409A and related Treasury Regulations, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of (i) the portion of his or her
Account Balance required to be included in income as a result of the failure of the Plan to comply with the requirements of Code Section 409A and related Treasury Regulations, or (ii) the unpaid vested Account Balance. 
 16.17. Deduction Limitation on Benefit Payments. If an Employer reasonably anticipates that the Employer’s deduction with respect to
any distribution from this Plan would be limited or eliminated by application of Code Section 162(m), then to the extent permitted by Treas. Reg. §1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to ensure that the entire
amount of any distribution from this Plan is deductible. Any amounts for which distribution is delayed pursuant to this Section shall continue to be credited/debited with additional amounts in accordance with Section 3.6. The delayed amounts
(and any amounts credited thereon) shall be distributed to the Participant (or his or her Beneficiary in the event of the Participant’s death) at the earliest date the Employer reasonably anticipates that the deduction of the payment of the
amount will not be limited or eliminated by application of Code Section 162(m). In the event that such date is determined to be after a Participant’s Separation from Service and the Participant to whom the payment relates is determined to
be a Specified Employee, then to the extent deemed necessary to comply with Treas. Reg. §1.409A-3(i)(2), the delayed payment shall not be made before the end of the six-month period following such Participant’s Separation from Service.

  

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 IN WITNESS WHEREOF, the Company, by its duly authorized officers, have executed this Plan effective as of
January 1, 2005. 
  

					
		 	UNIFIED GROCERS, INC
			
	 Dated: September 22, 2008
	 	By:	 	 /s/ Robert M. Ling, Jr.

		 		 	 Robert M. Ling, Jr.
 Executive Vice President &
General Counsel

			
	 Dated: September 26, 2008
	 	By:	 	 /s/ Richard J. Martin

		 		 	 Richard J. Martin
 Executive Vice President &
Chief Financial Officer


  

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 APPENDIX A 
 LIMITED TRANSITION RELIEF FOR DISTRIBUTION ELECTIONS MADE 
 AVAILABLE IN ACCORDANCE WITH NOTICE
2007-86 
 The capitalized terms below shall have the same meaning as provided in Article 1 of the Plan. 
 Opportunity to Make New (or Revise Existing) Distribution Elections. Notwithstanding the required deadline for the submission of an initial
distribution election under Articles 4 through 8 of the Plan, the Committee may, to the extent permitted by Notice 2007-86, provide a limited period in which Participants may make new distribution elections, or revise existing distribution
elections, with respect to amounts subject to the terms of the Plan, by submitting an Election Form on or before the deadline established by the Committee, which in no event shall be later than December 31, 2008. Any distribution election(s)
made by a Participant, and accepted by the Committee, in accordance with this Appendix A shall not be treated as a change in either the form or timing of a Participant’s benefit payment for purposes of Code Section 409A or the Plan. If any
distribution election submitted by a Participant in 2007 in accordance with this Appendix A either (a) relates to an amount that would otherwise be paid to the Participant in 2007, or (b) would cause an amount to be paid to the Participant
in 2007, such election shall not be effective. If any distribution election submitted by a Participant in 2008 in accordance with this Appendix A either (a) relates to an amount that would otherwise be paid to the Participant in 2008, or
(b) would cause an amount to be paid to the Participant in 2008, such election shall not be effective. 
  

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