ex1073-401kadoptionagree






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                                                                                                                                  VOLUME SUBMITTER                         DEFINED CONTRIBUTION PLAN                                    (PROFIT SHARING/401(K) PLAN)                                 A FIDELITY VOLUME SUBMITTER PLAN                                            Adoption Agreement No. 001                                                      For use With                                       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 – 10/2014                                                                                                                   47607-1577787156AA                                                       2014 FMR LLC                                                      All rights reserved.                                                               





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                            TABLE OF CONTENTS                                                                               1.01   PLAN INFORMATION ................................................................................................................................................ 1         1.02   EMPLOYER .................................................................................................................................................................. 2         1.03   TRUSTEE ....................................................................................................................................................................... 2         1.04   COVERAGE .................................................................................................................................................................. 2         1.05   COMPENSATION ........................................................................................................................................................ 6         1.06   TESTING RULES ......................................................................................................................................................... 7         1.07   DEFERRAL CONTRIBUTIONS ................................................................................................................................. 8         1.08   EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS) ................................................................ 10         1.09   ROLLOVER CONTRIBUTIONS .............................................................................................................................. 11         1.10   QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS ........................................................................ 11         1.11   MATCHING EMPLOYER CONTRIBUTIONS ...................................................................................................... 12         1.12   NONELECTIVE EMPLOYER CONTRIBUTIONS ............................................................................................... 16         1.13   EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS ............................................................... 19         1.14   RETIREMENT ............................................................................................................................................................ 19         1.15   DEFINITION OF DISABLED ................................................................................................................................... 19         1.16   VESTING ..................................................................................................................................................................... 19         1.17   PREDECESSOR EMPLOYER SERVICE ............................................................................................................... 21         1.18   PARTICIPANT LOANS ............................................................................................................................................. 21         1.19   IN-SERVICE WITHDRAWALS ............................................................................................................................... 21         1.20   FORM OF DISTRIBUTIONS .................................................................................................................................... 22         1.21   TIMING OF DISTRIBUTIONS ................................................................................................................................. 23         1.22   TOP HEAVY STATUS ............................................................................................................................................... 24         1.23   CORRECTION  TO  MEET  415  REQUIREMENTS  UNDER  MULTIPLE               DEFINED  CONTRIBUTION                PLANS .......................................................................................................................................................................... 25         1.24   INVESTMENT DIRECTION .................................................................................................................................... 25         1.25   ADDITIONAL PROVISIONS AND PROTECTED BENEFITS ............................................................................ 25         1.26   SUPERSEDING PROVISIONS ................................................................................................................................. 25         1.27   RELIANCE ON ADVISORY LETTER .................................................................................................................... 26         1.28   ELECTRONIC SIGNATURE AND RECORDS ...................................................................................................... 26         1.29   VOLUME SUBMITTER INFORMATION: ............................................................................................................. 26         AMENDMENT EXECUTION PAGE .......................................................................................... 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PLAN MERGERS ADDENDUM ............................................................................................................................................. 27         PARTICIPATING EMPLOYERS ADDENDUM .................................................................................................................. 29         401(k) SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS ADDENDUM .................................................. 30         IN-SERVICE WITHDRAWALS ADDENDUM ..................................................................................................................... 31         VESTING SCHEDULE ADDENDUM .................................................................................................................................... 32         ADDITIONAL PROVISIONS ADDENDUM ......................................................................................................................... 35         ADDENDUM TO ADOPTION AGREEMENT ...................................................................................................................... 40         ADDENDUM TO ADOPTION AGREEMENT ........................................................................... Error! Bookmark not defined.                                                                        Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                                       





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                                  ADOPTION AGREEMENT                                                      ARTICLE 1                                          PROFIT SHARING/401(k) PLAN          1.01   PLAN INFORMATION                (a)     Name of Plan:                        This is the Cabot Microelectronics Corporation 401(k) Plan (the "Plan")                (b)     Type of Plan:                         (1)             401(k) Only                        (2)             401(k) and Profit Sharing                         (3)             Profit Sharing Only                (c)    Administrator Name (if not the Employer):                (d)    Plan Year End (month/day):    12/31                (e)     Three Digit Plan Number:     001                (f)     Limitation Year (check one):                         (1)           Calendar Year                        (2)           Plan Year                        (3)           Other, (12-month period ending on the following date):                 (g)     Plan Status:                        (1)    Adoption Agreement Effective Date:  01/01/2020 (cannot be earlier than the later of (i) the first                               day of the 2007 Plan Year or (ii) the effective date of the Plan)                        (2)    The Adoption Agreement Effective Date is:                                (A)           A new Plan Effective Date                               (B)           An amendment Effective Date (check one):                                       (i)           an amendment and restatement of this Basic Plan Document No. 17 (or                                                      restatement  of  former  Fidelity  Basic  Plan  Document  No.  14)  and  its                                                      Adoption Agreement previously executed by the Employer;                                        (ii)          a  conversion  to  Basic  Plan  Document  No. 17  and  its  Adoption                                                      Agreement.                                       The original effective date of the Plan:  05/01/2000                         (3)           Special  Effective  Dates. Certain  provisions  of  the  Plan  shall  be  effective  as  of  a  date                                       other than the date specified in Subsection 1.01(g)(1) above. Please complete the Special                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                             1          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                 Effective Dates Addendum to the Adoption Agreement indicating the affected provisions                                       and their effective dates.                         (4)           Plan Merger Effective Dates.   Certain plan(s) were merged into the Plan on or after the                                       date  specified  in  Subsection  1.01(g)(1)  above.  Please  complete  the  appropriate                                       subsection(s) of the Plan Mergers Addendum.                         (5)           Frozen  Plan. The  Plan  is  currently  frozen.  While  the  Plan  is  frozen,  the  definition  of                                       Compensation for purposes of determining contributions under Section 5.02 of the Basic                                       Plan Document shall not include compensation earned after the date the Plan is frozen.                                       Plan assets will continue to be held on behalf of Participants and their Beneficiaries until                                       distributed  in  accordance  with  the  Plan  terms. (If  this  provision  is  selected,  it  will                                       override any conflicting provision selected in the Adoption Agreement.)(Choose one.)                                (A)           Contributions  under  the  Plan  are  permanently  discontinued.   Accounts  of  all                                              Employees  shall  be  100%  vested  without  regard  to  any  schedule  selected  in                                              1.16.                                (B)           Contributions  under  the  Plan  are  temporarily  suspended.   The  Employer                                              contemplates that contributions will resume at a later date.                               Note:  Deferral Contributions and Employee Contributions shall not be taken from compensation                               earned after the date the Plan is frozen, however, loan repayments shall continue to be made until                               the loan obligation is satisfied.           1.02   EMPLOYER                (a)     Employer Name: Cabot Microelectronics Corporation                        (1)    Employer's Tax Identification Number:  36-4324765                        (2)    Employer's fiscal year end: 09/30                (b)     The term "Employer" includes the following participating employers (choose one):                         (1)          No other employers participate in the Plan.                         (2)          Certain  other  employers  participate  in  the  Plan.   Please  complete  the  Participating                                       Employers Addendum.          1.03   TRUSTEE                (a)         Trustee Name:     Fidelity Management Trust Company                        Address:              245 Summer Street                                              Boston, MA  02210          1.04   COVERAGE                All Employees who meet the conditions specified below shall be eligible to participate in the Plan:                 (a)    Age Requirement (check one):                         (1)           no age requirement.                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                             2          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                  (2)           must have attained age:  21 (not to exceed 21).                 (b)     Eligibility Service Requirement(s) - There shall be no eligibility service requirements for contributions to                        the Plan unless selected below for the following contributions:                     (1) Deferral   (2) Nonelective (3) Matching                      Contributions, Employer       Employer                     Employee       Contributions  Contributions                     Contributions,                     Qualified                     Nonelective                      Employer                     Contributions                                                                 N/A – not applicable – type(s) of contribution not selected                                                                 days of Eligibility Service requirement (no minimum Hours of Service).                                                                  (Do not indicate more than 365 days in column (1) or 730 days in either                                                                 of the other columns.)                                                                 months of Eligibility Service requirement (no minimum Hours of                                                                 Service). (Do not indicate more than 12 months in column (1) or 24                                                                 months in either of the other columns.)                                                                 one year of Eligibility Service requirement (at least __________ (not to                                                                 exceed 1,000) Hours of Service are required during the Eligibility                                                                 Computation Period).                                                                 two years of Eligibility Service requirement (at least __________ (not to                                                                 exceed 1,000) Hours of Service are required during the Eligibility                                                                 Computation Period).  (Select only for column (2) or (3).)                                        Note:  If the Employer selects an Eligibility Service requirement of more than 365 days or 12 months or selects the                two year Eligibility Service requirement, then (1) contributions subject to such Eligibility Service requirement must                be 100% vested when made, and (2) if the Plan has selected either Safe Harbor Matching Employer Contributions in                Option 1.11(a)(3) or Safe Harbor Formula in Option 1.12(a)(3), then only one year of Eligibility Service (with at                least 1000 Hours of Service) is required for such contributions.                Note:  The Plan shall be disaggregated for testing pursuant to Section 6.09 of the Basic Plan Document if a more                stringent eligibility requirement is elected in Subsection 1.04(a) or (b) either (1) with respect to Matching Employer                Contributions and Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions, is selected or (2) with                respect to Nonelective Employer Contributions and Option 1.12(a)(3), 401(k) Safe Harbor Formula, is selected, than                with respect to Deferral Contributions.                  Note:  If different eligibility requirements are selected for Deferral Contributions than for Employer Contributions                and the Plan becomes a "top-heavy plan," the Employer may need to make a minimum Employer Contribution on                behalf  of  non-key  Employees  who  have  satisfied  the  eligibility  requirements  for  Deferral  Contributions  and  are                employed  on  the  last  day  of  the  Plan  Year,  but  have  not  satisfied  the  eligibility  requirements  for  Employer                Contributions.                         (4)           Hours of Service Crediting. Hours of Service  will be credited in accordance with the                                       equivalency  selected  in  the  Hours  of  Service  Equivalencies  Addendum  rather  than  in                                       accordance  with  the  equivalency  described  in  Subsection  2.01(cc)  of  the  Basic  Plan                                       Document. Please complete the Hours of Service Equivalencies Addendum.                                                                        Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                             3          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                          (c)     Eligibility Computation Period - The Eligibility Computation Period is the 12-consecutive-month period                        beginning  on  an  Employee's  Employment  Commencement  Date  and  each  12-consecutive-month  period                        beginning on an anniversary of his Employment Commencement Date.                (d)    Eligible Class of Employees:                        (1)    Generally, the Employees eligible to participate in the Plan are (choose one):                                (A)           all Employees of the Employer.                               (B)           only Employees of the Employer who are covered by (choose one):                                       (i)           any collective bargaining agreement with the Employer, provided that                                                      the agreement requires the employees to be included under the Plan.                                        (ii)          the following collective bargaining agreement(s) with the Employer:                                                                                                                                                                          (2)           Notwithstanding the selection in Subsection 1.04(d)(1) above, certain Employees of the                                       Employer are excluded from participation in the Plan:                               Note:  Certain employees (e.g., residents of Puerto Rico) are excluded automatically pursuant to                               Subsection 2.01(r) of the Basic Plan Document, regardless of the Employer's selection under this                               Subsection 1.04(d)(2).                                (A)           employees covered by a collective bargaining agreement, unless the agreement                                              requires the employees to be included under the Plan. (Do not choose if Option                                              1.04(d)(1)(B) is selected above.)                               (B)           Highly Compensated Employees as defined in Subsection 2.01(bb) of the Basic                                              Plan Document.                                (C)           Leased  Employees  as  defined  in  Subsection 2.01(ee)  of  the  Basic  Plan                                              Document.                                (D)           nonresident  aliens  who  do  not  receive  any  earned  income  from  the  Employer                                              which constitutes United States source income.                                (E)           other:                                       Note:   The  eligible  group  defined  above  must  be  a  definitely  determinable  group  and                                       cannot  be  subject  to  the  discretion  of  the  Employer.  In  addition,  the  design  of  the                                       classifications  cannot  be  such  that  the  only  Non-Highly  Compensated  Employees                                       benefiting  under  the  Plan  are  those  with  the  lowest  compensation  and/or  the  shortest                                       periods  of  service  and  who  may  represent  the  minimum  number  of  such  employees                                       necessary to satisfy coverage under Code Section 410(b).                                        (i)           Notwithstanding this exclusion, any Employee who would otherwise be                                                      excluded from participation  solely because he is in a group described                                                      below shall be part of the class of Employees eligible to participate in                                                      the Plan and, if he has never been a Participant in the Plan previously,                                                      will  be  required  to  meet  different  age  and  service  requirements  for                                                      eligibility  than  those  specified  in  Subsections  (a)  and  (b)  permitting                                                      him to enter on the Entry Date  immediately following the end of the                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                             4          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                                Eligibility  Computation  Period  during  which  he  first  satisfies  the                                                      following requirements: (I) has attained age 21 and (II) has completed                                                      at  least  1,000  Hours  of  Service.  This  Subsection  1.04(d)(2)(E)(i)                                                      applies  to  the  following  excluded  Employees (Must  choose  if  an                                                      exclusion  in  (E)  above  directly  or  indirectly  imposes  an  age  and/or                                                      service requirement for participation, for example by excluding part-                                                     time or temporary employees):                                                       _____________________________________________________                               Note:  Exclusion  of  employees  may  adversely  affect  the  Plan's  satisfaction  of  the  minimum                               coverage requirements, as provided in Code Section 410(b).                (e)     Entry  Dates – The  Entry  Dates  shall  be  as  indicated  below  with  respect  to  the  applicable  type(s)  of                        contribution. (Complete the table below by checking the appropriate boxes to indicate Entry Dates for the                        contributions listed.)                            (1) Deferral   (2) Nonelective (3) Matching                               Contributions, Employer        Employer                            Employee       Contributions   Contributions                            Contributions,                            Qualified                            Nonelective                             Employer                            Contributions                       (A)                                                N/A – not applicable – type(s) of contribution not selected                       (B)  X              X               X              Immediate upon meeting the eligibility requirements specified in                                                                          Subsections 1.04(a) and 1.04(b)                        (C)                                                the first day of each Plan Year and the first day of the seventh month                                                                          of each Plan Year                        (D)                                                the first day of each Plan Year and the first day of the fourth, seventh,                                                                          and tenth months of each Plan Year                        (E)                                                the first day of each month                        (F)                                                the first day of each Plan Year (Do not select if there is an Eligibility                                                                          Service requirement of more than six months in Subsection 1.04(b)                                                                          for  the type(s)  of  contribution or  if  there is  an age  requirement  of                                                                          more  than  20  1/2  in  Subsection  1.04(a)  for  the  type(s)  of                                                                          contribution.)                        Note: If another plan is merged into the Plan, the Plan may provide on the Plan Mergers Addendum that                        the effective date of the merger is also an Entry Date with respect to certain Employees.                 (f)     Date  of  Initial  Participation - An  Eligible  Employee  shall  become  a  Participant  on  the  Entry  Date                        coinciding with or immediately following the date such Eligible Employee completes the age and service                        requirement(s) in Subsections 1.04(a) and (b), if any, or in Subsection 1.04(d)(2)(E)(i), if applicable, except                        (check one):                         (1)              no exceptions.                         (2)           Eligible Employees employed on  (insert date) shall become Participants on that date.                        (3)           Eligible Employees who meet the age and service requirement(s) of Subsections 1.04(a)                                       and (b) on  (insert date) shall become Participants on that date.                                                                        Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                             5          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                   1.05   COMPENSATION                Compensation, as defined in Subsection 2.01(k) of the Basic Plan Document, shall be modified as provided below.                 (a)     Compensation Exclusions - Compensation shall not include reimbursements or other expense allowances,                        fringe benefits  (cash  and  non-cash),  moving  expenses,  deferred  compensation,  welfare  benefits,  unused                        leave (as described in Section 2.01(k)(2)), or any of the following additional item(s):                         (1)          No additional exclusions.                        (2)          Differential Wages.                        (3)           Overtime pay.                        (4)          Bonuses.                          (5)           Commissions.                        (6)          The value of restricted stock or of a qualified or a non-qualified stock option granted to                                       an Employee by the Employer to the extent such value is includable in the Employee's                                       taxable income.                         (7)          Severance  pay  received  prior  to  termination  of  employment. (Severance  pay  received                                       following termination of employment is a severance amount as described in Subsection                                       2.01(k) and is always excluded.)                         (8)           See Additional Provisions Addendum.                        Note:  If the Employer selects an option, other than (1) or (2) above, with respect to Nonelective Employer                        Contributions, Compensation must be tested to show that it meets the requirements of Code Section 414(s),                        unless 401(k) Safe Harbor Formula has been selected, or the allocations must be tested to show that they                        meet the general test under regulations issued under Code Section 401(a)(4).  If the Employer selects an                        option, other than (1) or (2) above, and Option 1.11(a)(3), Safe Harbor Matching Employer Contributions,                        is  selected,  a  Participant  must  be  permitted  to  make  Deferral  Contributions  under  the  Plan  sufficient  to                        receive  the  full  401(k)  Safe  Harbor  Matching  Employer  Contribution,  determined  as  a  percentage  of                        Compensation meeting the requirements of Code Section 414(s).                 (b)    Compensation for the First Year of Participation - Contributions for the Plan Year in which an Employee                        first becomes a Participant shall be determined based on the Employee's Compensation as provided below.                         (1)          Compensation for the entire Plan Year.  (Complete (A) below, if applicable.  If (A) is not                                       selected, the amount of any Nonelective Employer Contribution for the initial Plan Year                                       will  be  determined  in  accordance  with  this  subsection  1.05(b)(1)  using  only                                       Compensation  from  the  Effective  Date  of  the  Plan  through  the  end  of  the  initial  Plan                                       Year.)                               (A)           For  purposes  of  determining  the  amount  of  Nonelective  Employer                                              Contributions,  other  than  401(k)  Safe  Harbor  Nonelective  Employer                                              Contributions, Compensation for the 12-month period ending on the last day of                                              the initial Plan Year shall be used.                        (2)           Only Compensation for the portion of the Plan Year in which the Employee is eligible to                                       participate  in  the  Plan. (Complete  (A)  below,  if  applicable.   If  (A)  is  not selected,  the                                       amount  of  any  Nonelective  Employer  Contribution  for  the  initial  Plan  Year  will  be                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                             6          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                 determined in accordance with this subsection 1.05(b)(2) using only Compensation from                                       the Effective Date of the Plan through the end of the initial Plan Year.)                               (A)           For  purposes  of  determining  the  amount  of  Nonelective  Employer                                              Contributions,  other  than  401(k)  Safe  Harbor  Nonelective  Employer                                              Contributions,  for  those  Employees  who  become  Active  Participants  on  the                                              Effective Date of the Plan, Compensation for the 12-month period ending on the                                              last  day  of  the  initial  Plan  Year  shall  be  used.  For  all  other  Employees,  only                                              Compensation for the period in which they are eligible shall be used.          1.06   TESTING RULES                (a)     ADP/ACP Present Testing Method - The testing method for purposes of applying the "ADP" and "ACP"                        tests described in Sections 6.03 and 6.06 of the Basic Plan Document shall be the (check one):                         (1)           Current  Year  Testing  Method - The  "ADP"  or  "ACP"  of  Highly  Compensated                                       Employees for the Plan Year shall be compared to the "ADP" or "ACP" of Non-Highly                                       Compensated  Employees  for  the  same  Plan  Year.  (Must  choose  if  Option 1.11(a)(3),                                       401(k) Safe Harbor Matching Employer Contributions, or Option 1.12(a)(3), 401(k) Safe                                       Harbor Formula, with respect to Nonelective Employer Contributions is checked.)                         (2)           Prior Year Testing Method - The "ADP" or "ACP" of Highly Compensated Employees                                       for the Plan Year shall be compared to the "ADP" or "ACP" of Non-Highly Compensated                                       Employees  for  the  immediately  preceding  Plan  Year.  (Do not choose  if  Option                                       1.10(a)(1), alternative allocation formula for Qualified Nonelective Contributions.)                         (3)           Not applicable.  (Only if Option 1.01(b)(3), Profit Sharing Only, is checked and Option                                       1.08(a)(1),  Future  Employee  Contributions,  and  Option  1.11(a),  Matching  Employer                                       Contributions,  are not checked  or  Option  1.04(d)(2)(B),  excluding  all  Highly                                       Compensated Employees from the eligible class of Employees, is checked.)                         Note:  Restrictions apply on elections to change testing methods.                (b)     First  Year  Testing  Method - If  the  first  Plan  Year  that  the  Plan,  other  than  a  successor  plan,  permits                        Deferral Contributions or provides for either Employee or Matching Employer Contributions, occurs on or                        after the Effective Date specified in Subsection 1.01(g), the "ADP" and/or "ACP" test for such first Plan                        Year shall be applied using the actual "ADP" and/or "ACP" of Non-Highly Compensated Employees for                        such first Plan Year, unless otherwise provided below.                         (1)           The  "ADP"  and/or  "ACP"  test  for  the  first  Plan  Year  that  the  Plan  permits  Deferral                                       Contributions or provides for either Employee or Matching Employer Contributions shall                                       be  applied  assuming  a  3%  "ADP"  and/or  "ACP"  for  Non-Highly  Compensated                                       Employees.  (Do  not  choose  unless  Plan  uses  prior  year  testing  method  described  in                                       Subsection 1.06(a)(2).)                (c)     HCE  Determinations:   Look  Back  Year - The  look  back  year  for  purposes  of  determining  which                        Employees  are  Highly  Compensated  Employees  shall  be  the  12-consecutive-month  period  preceding  the                        Plan Year, unless otherwise provided below.                          (1)           Calendar  Year  Determination - The  look  back  year  shall  be  the  calendar  year                                       beginning  within  the  preceding  Plan  Year.  (Do  not  choose  if  the  Plan  Year  is  the                                       calendar year.)                                                                        Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                             7          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                          (d)     HCE Determinations:  Top Paid Group Election - All Employees with Compensation exceeding 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) shall be considered                        Highly Compensated Employees, unless Top Paid Group Election below is checked.                         (1)           Top Paid Group Election - Employees with Compensation exceeding the dollar amount                                       specified in Code Section 414(q)(1)(B)(i) adjusted pursuant to Code Section 415(d) shall                                       be considered Highly Compensated Employees only if they are in the top paid group (the                                       top 20% of Employees ranked by Compensation).                Note:  Plan  provisions  for  Sections 1.06(c)  and  1.06(d)  must  apply  consistently  to  all  retirement  plans  of  the                Employer for determination years that begin with or within the same calendar year          1.07   DEFERRAL CONTRIBUTIONS                (a)           Deferral  Contributions - Participants  may  elect  to  have  a  portion  of  their  Compensation                               contributed to the Plan on a before-tax basis pursuant to Code Section 401(k).                        (1)    Regular Contributions - The Employer shall  make a Deferral Contribution in accordance  with                               Section 5.03 of the Basic Plan Document on behalf of each Participant who has an executed salary                               reduction agreement in effect with the Employer for the payroll period in question. Such Deferral                               Contribution shall not exceed the deferral limit below.                                 (A)           The deferral limit is 60.00% (must be a whole number multiple of one percent)                                              of Compensation.                               Note:  If  Catch-Up  Contributions  are  selected  below,  a  Participant  eligible  to  make  Catch-Up                               Contributions  shall  (subject  to  the  statutory  limits  in  Treasury  Regulation  Section  1.414(v)-                              1(b)(1)(i)) in any event be permitted to contribute in excess of the specified deferral limit up to                               100% of the Participant's "effectively available Compensation" (i.e., Compensation available after                               other withholding).                                 (B)           Instead  of  specifying  a  percentage  of  Compensation,  a  Participant's  salary                                              reduction agreement may specify a dollar amount to be contributed each payroll                                              period, provided such dollar amount does not exceed the maximum percentage                                              of Compensation specified in Subsection 5.03(a) of the Basic Plan Document or                                              in Subsection 1.07(a)(1)(A) above, as applicable.                               (C)    A Participant may change, on a prospective basis, his salary reduction agreement (check                                       one):                                        (i)           as of the beginning of each payroll period.                                       (ii)          as of the first day of each month.                                       (iii)         as of each Entry Date.  (Do not select if immediate entry is elected with                                                      respect to Deferral Contributions in Subsection 1.04(e).)                                        (iv)          as of the first day of each calendar quarter.                                       (v)           as of the first day of each Plan Year.                                                                        Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                             8          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                 (vi)          other.  (Specify, but must be at least once per Plan Year)                                                      ____________________________________________                                       Note: Notwithstanding  the  Employer's  election  hereunder,  if  Option 1.11(a)(3),  401(k)                                       Safe Harbor Matching Employer Contributions, or Option 1.12(a)(3), 401(k) Safe Harbor                                       Formula,  with  respect  to  Nonelective  Employer  Contributions  is  checked,  the  Plan                                       provides  that  an  Active  Participant  may  change  his  salary  reduction  agreement for  the                                       Plan  Year  within  a  reasonable  period  (not  fewer  than  30 days)  of  receiving  the  notice                                       described in Section 6.09 of the Basic Plan Document.                               (D)    A  Participant  may  revoke,  on  a  prospective  basis,  a  salary  reduction  agreement  at  any                                       time upon proper notice to the Administrator but in such case may not complete a new                                       salary reduction agreement until (check one):                                        (i)           the beginning of the next payroll period.                                       (ii)          the first day of the next month.                                       (iii)         the next Entry Date.  (Do not select if immediate entry is elected with                                                      respect to Deferral Contributions in Subsection 1.04(e).)                                        (iv)          as of the first day of each calendar quarter.                                       (v)           as of the first day of each Plan Year.                                       (vi)          other.  (Specify, but must be at least once per Plan Year)                                                      _____________________________________________                         (2)           Additional  Deferral  Contributions - The  Employer  shall  allow  a  Participant  upon                                       proper  notice  and  approval  to  enter  into  a  special  salary  reduction  agreement  to  make                                       additional Deferral Contributions in an amount up to 100% of their effectively available                                       Compensation for the payroll period(s) designated by the Employer.                         (3)           Bonus Contributions - The Employer shall allow a Participant upon proper notice and                                       approval  to  enter  into  a  special  salary  reduction  agreement  to  make  Deferral                                       Contributions  from  any  Employer  paid  cash  bonuses  designated  by  the  Employer  on  a                                       uniform and nondiscriminatory basis that are made for such Participants during the Plan                                       Year in an amount up to 100% of such bonuses.  The Compensation definition elected by                                       the  Employer  in  Subsection 1.05(a)  must  include  bonuses  if  bonus  contributions  are                                       permitted. Unless a Participant has entered into a special salary reduction agreement with                                       respect to bonuses, the percentage deferred from any Employer paid cash bonus shall be                                       (check (A) or (B) below):                                (A)           Zero.                               (B)           The same percentage elected by the Participant for his regular contributions in                                              accordance with Subsection 1.07(a)(1) above or deemed to have been elected by                                              the Participant in accordance with Option 1.07(a)(6) below.                        Note:  A Participant's contributions under Subsection 1.07(a)(2) and/or (3) may not cause the Participant to                        exceed the percentage limit specified by the Employer in Subsection 1.07(a)(1)(A) for the full Plan Year.                         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                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                             9          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                  Employees to an amount objectively determined by the Administrator to be necessary to satisfy the "ADP"                        and/or "ACP" test.                         (4)           Catch-Up Contributions - The following Participants who have attained or are expected                                       to attain age 50 before the close of the taxable year will be permitted to make Catch-Up                                       Contributions to the Plan, as described in Subsection 5.03(a) of the Basic Plan Document:                                (A)           All such Participants.                               (B)           All such Participants except those covered by a collective-bargaining agreement                                              under which retirement benefits were a subject of good faith bargaining unless                                              the bargaining agreement specifically provides for Catch-Up Contributions to be                                              made on behalf of such Participants.                               Note: The  Employer  must not select  Option  1.07(a)(4)  above  unless  all  applicable  plans  (as                               defined in Code Section 414(v)(6)(A), other than any plan that is qualified under Puerto Rican law                               or that covers only employees who are covered by a collective bargaining agreement under which                               retirement benefits were a subject of good faith bargaining) maintained by the Employer and by                               any other employer that is  treated as a single employer with the Employer under Code Section                               414(b), (c), (m), or (o) also permit Catch-Up Contributions in the same dollar amount.                          (5)           Roth  401(k)  Contributions. Participants  shall  be  permitted to  irrevocably  designate                                       pursuant to Subsection 5.03(b) of the Basic Plan Document that a portion or all of the                                       Deferral Contributions made under this Subsection 1.07(a) are Roth 401(k) Contributions                                       that are includable in the Participant's gross income at the time deferred.                         (6)           Automatic Enrollment Contributions.  Unless they affirmatively elect otherwise, certain                                       Eligible  Employees  will  have  their  Compensation  reduced  in  accordance  with  the                                       provisions of Subsection 5.03(c) of the Basic Plan Document (an "Automatic Enrollment                                       Contribution"),  Section  1.07(b)  of  the  Additional  Provisions  Addendum,  and  the                                       following:                                (A)           All newly Eligible Employees shall be subject to the same automatic enrollment                                              provisions.                                 (B)           The  automatic  enrollment  provisions  of  the  Plan  shall  be/are  different  for                                              different groups of Eligible Employees.                                  (C)           Some  form  of  automatic  deferral  increase  will  be  part  of  the  automatic                                              enrollment provisions.                                (D)           A  qualified  automatic  contribution  arrangement  described  in  Code  Section                                              401(k)(13) (“QACA”) has been adopted. (Select Option 1.11(a)(3) or 1.12(a)(3)                                              and complete appropriate Addendum.)                                (E)           An eligible automatic enrollment arrangement described in Code Section 414(w)                                              (“EACA”) has been adopted.          1.08   EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)                 (a)          Future  Employee  Contributions - Participants  may  make  voluntary,  non-deductible,  after-tax                               Employee  Contributions  pursuant  to  Section 5.04  of  the  Basic  Plan  Document.  The  Employee                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            10          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                         Contribution  made  on  behalf  of  an  Active  Participant  each  payroll  period  shall  not  exceed  the                               contribution limit specified in Subsection 1.08(a)(1) below.                        (1)    The contribution limit is _____% of Compensation.                  (b)           Frozen  Employee  Contributions - Participants  may  not  currently  make  after-tax  Employee                               Contributions  to  the  Plan, but  the  Employer  does  maintain  frozen  Employee  Contributions                               Accounts.           1.09   ROLLOVER CONTRIBUTIONS                (a)           Rollover Contributions - Employees may roll over eligible amounts from other plans to the Plan                               subject to the additional following requirements:                         (1)          The Plan will not accept rollovers of after-tax employee contributions.                        (2)          The Plan will not accept rollovers of designated Roth contributions. (Must be selected if                                       Roth 401(k) Contributions are not elected in Subsection 1.07(a)(5).)                (b)           In-Plan Roth Rollover Contributions (Choose only if Roth 401(k) Contributions are selected in                               Option  1.07(a)(5)  above) – Unless  Option  1.09(b)(1)  is  selected  below  and  in  accordance  with                               Section  5.06  of  the  Basic  Plan  Document,  any  Participant,  spousal  alternate  payee  or  spousal                               Beneficiary may elect to have otherwise distributable portions of his Account, which are not part                               of  an  outstanding  loan  balance  pursuant  to  Article  9  of  the  Basic  Plan  Document  and  are  not                               “designated Roth contributions” under the Plan, be considered “designated Roth contributions” for                               purposes of the Plan.                         (1)           Only a Participant who is still employed by the Employer (or a spousal alternate payee or                                       spousal  Beneficiary  of  such  a  Participant)  may  elect  to  make  such  an  in-plan  Roth                                       Rollover.          1.10   QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS                (a)    Qualified  Nonelective  Employer  Contributions - The  Employer  may  contribute  an  amount  which  it                        designates as a Qualified Nonelective Employer Contribution for any permissible purpose, as provided in                        Section 5.07 of the Basic Plan Document. If Option 1.07(a) or 1.08(a)(1) is checked, except as provided in                        Section 5.07 of the Basic Plan Document or as otherwise  provided below, Qualified Nonelective Employer                        Contributions shall be allocated to all Participants who were eligible to participate in the Plan at any time                        during  the  Plan  Year  and are  Non-Highly  Compensated  Employees  in  the  ratio  which  each  such                        Participant's "testing compensation", as defined in Subsection 6.01(s) of the Basic Plan Document, for the                        Plan Year bears to the total of all such Participants' "testing compensation" for the Plan Year.                         (1)           Qualified  Nonelective  Employer  Contributions  shall  be  allocated  only  among  such                                       Participants described above who are designated by the Employer as eligible to receive a                                       Qualified  Nonelective  Employer  Contribution  for  the  Plan  Year.  The  amount  of  the                                       Qualified Nonelective Employer Contribution allocated to each such Participant shall be                                       as  designated  by  the  Employer,  but  not  in  excess  of  the  "regulatory  maximum."  The                                       "regulatory maximum" means 5% (10% for Qualified Nonelective Contributions made in                                       connection  with  the  Employer's  obligation  to  pay  prevailing  wages)  of  the  "testing                                       compensation" for such Participant for the Plan Year. The "regulatory maximum" shall                                       apply separately with respect to Qualified Nonelective Contributions to be included in the                                       "ADP"  test  and  Qualified  Nonelective  Contributions  to  be  included  in  the  "ACP"  test.                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            11          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                 (Cannot  be  selected  if  the  Employer  has  elected  prior  year  testing  in  Subsection                                       1.06(a)(2).)          1.11   MATCHING EMPLOYER CONTRIBUTIONS                (a)           Matching Employer Contributions - The Employer shall make Matching Employer Contributions                               on behalf of each of its "eligible" Participants as provided in this Section 1.11. For purposes of this                               Section 1.11, an "eligible" Participant means any Participant who is an Active Participant during                               the Contribution Period and who satisfies the requirements of Subsection 1.11(e) or Section 1.13.                           (1)           Non-Discretionary Matching  Employer  Contributions - The  Employer  shall  make  a                                       Matching Employer  Contribution on behalf of each "eligible" Participant in an amount                                       equal  to  the  following  percentage  of  the  eligible  contributions  made  by  the  "eligible"                                       Participant during the Contribution Period (complete all that apply):                                (A)           Flat Percentage Match:  __________% to all “eligible” Participants.                               (B)           Tiered  Match:   __________%  of  the  first  __________%  of  the  "eligible"                                              Participant's Compensation contributed to the Plan,                                               __________%  of  the  next  __________%  of  the  "eligible"  Participant's                                              Compensation contributed to the Plan,                                              __________%  of  the  next  __________%  of  the  "eligible"  Participant's                                              Compensation contributed to the Plan.                                       Note: The group of "eligible" Participants benefiting under each match rate must satisfy                                       the  nondiscriminatory  coverage  requirements  of  Code  Section 410(b)  and  the  group  to                                       whom the match rate is effectively available must not substantially favor HCEs.                                 (C)          Limit  on  Non-Discretionary  Matching  Employer  Contributions  (check  the                                              appropriate box(es)):                                        (i)           Contributions in excess of __________% of the "eligible" Participant's                                                      Compensation for the Contribution Period shall not be considered for                                                      non-discretionary Matching Employer Contributions.                                        (ii)          Matching  Employer  Contributions  for  each  "eligible"  Participant  for                                                      each Plan Year shall be limited to $__________.                         (2)           Discretionary  Matching  Employer  Contributions - The  Employer  may  make  a                                       discretionary Matching Employer Contribution on behalf of "eligible" Participants, or a                                       designated group of "eligible" Participants, in accordance with Section 5.08 of the Basic                                       Plan Document. An "eligible" Participant's allocable share of the discretionary Matching                                       Employer Contribution  shall  be  a  percentage  of  the  eligible  contributions  made  by  the                                       "eligible"  Participant  during  the  Contribution  Period.  The  Employer  may  limit  the                                       eligible contributions taken into account under the allocation formula to contributions up                                       to a specified percentage of Compensation or dollar amount or may provide for Matching                                       Employer Contributions to be made in a different ratio for eligible contributions above                                       and  below  a  specified  percentage  of  Compensation  or  dollar  amount.  The  Matching                                       Employer Contribution is allocated among “eligible” Participants so that each “eligible”                                       Participant receives a rate or amount that is identical to the rate or amount received by all                                       other “eligible” Participants (or designated group of “eligible” Participants, if applicable)                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            12          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                 as determined by the Employer on or before the due date of the Employer’s tax return for                                       the year of allocation.                                       Note: If the Matching Employer Contribution made in accordance with this Subsection                                       1.11(a)(2)  matches  different  percentages  of  contributions  for  different  groups  of                                       "eligible" Participants, the group of "eligible" Participants benefiting under each  match                                       rate  must  satisfy  the  nondiscriminatory  coverage  requirements  of  Code  Section  410(b)                                       and the group to whom the match rate is effectively available must not substantially favor                                       HCEs.                                 (A)           4% Limitation on Discretionary Matching Employer Contributions for Deemed                                              Satisfaction  of  "ACP"  Test - In  no  event  may  the  dollar  amount  of  the                                              discretionary  Matching  Employer  Contribution  made  on an  "eligible"                                              Participant's behalf for the Plan Year exceed 4% of the "eligible" Participant's                                              Compensation  for  the  Plan  Year.  (Only  if  Option 1.12(a)(3),  401(k)  Safe                                              Harbor  Formula,  with  respect  to  Nonelective  Employer  Contributions  is                                              checked.)                        (3)           401(k) Safe Harbor Matching Employer Contributions - If the Employer elects one of                                       the safe harbor formula Options provided in the 401(k) Safe Harbor Matching Employer                                       Contributions  Addendum  to  the  Adoption  Agreement  and  provides  written  notice  each                                       Plan Year to all Active Participants of their rights and obligations under the Plan, the Plan                                       shall be deemed to satisfy the "ADP" test and, under certain circumstances, the "ACP"                                       test.                 (b)           Additional  Matching  Employer  Contributions - The  Employer  may  at  Plan  Year  end  make  an                               additional Matching Employer Contribution on behalf of each "eligible" Participant in an amount                               equal to a percentage of the eligible contributions made by each "eligible" Participant during the                               Plan  Year.   The  additional  Matching  Employer  Contribution  may  be  limited  to  match  only                               contributions up to a specified percentage of Compensation or limit the amount of the match to a                               specified dollar amount.                               Note: If the additional Matching Employer Contribution made in accordance with this Subsection                               1.11(b)  matches  different  percentages  of  contributions  for  different  groups  of  "eligible"                               Participants, the group of "eligible" Participants benefiting under each match rate must satisfy the                               nondiscriminatory  coverage  requirements  of  Code  Section  410(b)  and  the  group  to  whom  the                               match rate is effectively available must not substantially favor HCEs.                         (1)           4%  Limitation  on  additional  Matching  Employer  Contributions  for  Deemed                                       Satisfaction  of  "ACP"  Test - In  no  event  may  the  dollar  amount  of  the  additional                                       Matching Employer Contribution made on an "eligible" Participant's behalf for the Plan                                       Year exceed 4% of the "eligible" Participant's Compensation for the Plan Year.  (Only if                                       Option 1.11(a)(3),  401(k)  Safe  Harbor  Matching  Employer  Contributions,  or                                       Option 1.12(a)(3),  401(k)  Safe  Harbor  Formula,  with  respect  to  Nonelective  Employer                                       Contributions is checked.)                        Note:  If the Employer elected Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer Contributions,                        above  and  wants  to  be  deemed  to  have  satisfied  the  "ADP"  test,  the  additional  Matching  Employer                        Contribution must meet the requirements of Section 6.09 of the Basic Plan Document. In addition to the                        foregoing requirements, if the Employer elected Option 1.11(a)(3), 401(k) Safe Harbor Matching Employer                        Contributions,  or  Option 1.12(a)(3), 401(k)  Safe  Harbor  Formula,  with  respect  to  Nonelective  Employer                        Contributions, and wants to be deemed to have satisfied the "ACP" test with respect to Matching Employer                        Contributions  for  the  Plan  Year,  the  eligible  contributions  matched  may  not  exceed  the  limitations  in                        Section 6.10 of the Basic Plan Document.                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            13          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                          (c)     Contributions Matched - The Employer matches the following contributions (check appropriate box(es)):                        (1)    Deferral  Contributions - Deferral  Contributions  made  to  the  Plan  are  matched  at  the  rate                               specified in this Section 1.11. Catch-Up Contributions are not matched unless the Employer elects                               Option 1.11(c)(1)(A) below.                                (A)           Catch-Up Contributions made to the Plan pursuant to Subsection 1.07(a)(4) are                                              matched at the rates specified in this Section 1.11.                                       Note:  Notwithstanding the above, if the Employer elected Option 1.11(a)(3), 401(k) Safe                                       Harbor Matching Employer Contributions, Deferral Contributions shall be matched at the                                       rate specified in the 401(k) Safe Harbor Matching Employer Contributions Addendum to                                       the Adoption Agreement without regard to whether they are Catch-Up Contributions.                (d)    Contribution  Period  for  Matching Employer  Contributions - The  Contribution  Period  for  purposes  of                        calculating the amount of Matching Employer Contributions is:                         (1)           each calendar month.                        (2)           each Plan Year quarter.                        (3)           each Plan Year.                        (4)           each payroll period.                        (5)           The  Employer  shall  determine  the  Contribution  Period  for  calculation  of  any                                       discretionary  Matching  Employer  Contributions  elected  pursuant  to  Option 1.11(a)(2)                                       above at the time that the matching contribution formula is determined.                        The Contribution Period for additional Matching Employer Contributions described in Subsection 1.11(b)                        is the Plan Year.                          Note: If Option (5) is selected, one of the other options must be selected to apply to any non-discretionary                        Matching Employer Contributions.                        Note: If  Matching  Employer  Contributions  are  made  more  frequently  than  for  the  Contribution  Period                        selected above, the Employer must calculate the Matching Employer Contribution required with respect to                        the full Contribution Period, taking into account the "eligible" Participant's contributions and Compensation                        for the full Contribution Period, and contribute any additional Matching Employer Contributions necessary                        to "true up" the Matching Employer Contribution so that the full Matching Employer Contribution is made                        for the Contribution Period.                (e)     Continuing Eligibility Requirement(s) - A Participant who is an Active Participant during a Contribution                        Period  and  makes  eligible  contributions  during  the  Contribution  Period  shall  only  be  entitled  to  receive                        Matching  Employer  Contributions  under  Section 1.11  for  that  Contribution  Period  if  the  Participant                        satisfies  the  following  requirement(s)  (Check  the  appropriate  box(es).   Options (3)  and  (4)  may  not  be                        elected together; Option (5) may not be elected with Option (2), (3), or (4); Options (2), (3), (4), (5), and                        (7) may not be elected with respect to Matching Employer Contributions if Option 1.11(a)(3), 401(k) Safe                        Harbor Matching Employer Contributions, is checked or if Option 1.12(a)(3), 401(k) Safe Harbor Formula,                        with  respect  to  Nonelective  Employer  Contributions  is  checked  and  the  Employer  intends  to  satisfy  the                        Code Section 401(m)(11) safe harbor with respect to Matching Employer Contributions):                         (1)           No requirements.                        (2)           Is employed by the Employer or a Related Employer on the last day of the Contribution                                       Period.                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            14          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                  (3)           Earns  at  least  501  Hours  of  Service  during  the  Plan  Year.  (Only  if  the  Contribution                                       Period is the Plan Year.)                         (4)           Earns at least  (not to exceed 1,000) Hours of Service during the Plan Year.  (Only if the                                       Contribution Period is the Plan Year.)                         (5)           Either earns at least 501 Hours of Service during the Plan Year or is employed by the                                       Employer  or  a  Related  Employer  on  the  last  day  of  the  Plan  Year.  (Only  if  the                                       Contribution Period is the Plan Year.)                         (6)           Is not a Highly Compensated Employee for the Plan Year.                        (7)           Is  not  a  partner  or  a  member  of  the  Employer,  if  the  Employer  is  a  partnership  or  an                                       entity taxed as a partnership.                         (8)           Special  continuing  eligibility  requirement(s)  for  additional  Matching  Employer                                       Contributions.  (Only if Option 1.11(b), Additional Matching Employer Contributions, is                                       checked.)                               (A)    The continuing eligibility requirement(s) for additional Matching Employer Contributions                                       is/are:  __________ (Fill in number of applicable eligibility requirement(s) from above,                                       including the number of Hours of Service if Option (4) has been selected. Options (2),                                       (3), (4), (5), and (7) may not be elected with respect to additional Matching Employer                                       Contributions  if  Option  1.11(a)(3),  401(k)  Safe  Harbor  Matching  Employer                                       Contributions,  is  checked  or  if  Option  1.12(a)(3),  401(k)  Safe  Harbor  Formula,  with                                       respect to Nonelective Employer Contributions is checked and the Employer intends to                                       satisfy  the  Code  Section  401(m)(11)  safe  harbor  with  respect  to  Matching  Employer                                       Contributions.)                        Note:  Except when added in conjunction with the addition of a new Matching Employer Contribution, if                        Option (2), (3), (4), or (5) is adopted during a Contribution Period, such Option shall not become effective                        until the  first day of the next Contribution Period.  Matching Employer Contributions attributable to the                        Contribution Period that are  funded during the  Contribution Period shall  not be subject to the eligibility                        requirements of Option (2), (3), (4), or (5). If Option (2), (3), (4), (5), or (7) is elected with respect to any                        Matching Employer Contributions and if Option 1.12(a)(3), 401(k) Safe Harbor Formula, is also elected,                        the Plan will not be deemed to satisfy the "ACP" test in accordance with Section 6.10 of the Basic Plan                        Document and will have to pass the "ACP" test each year.                 (f)           Qualified  Matching  Employer  Contributions - Prior  to  making  any  Matching  Employer                               Contribution hereunder (other than a 401(k) Safe Harbor Matching Employer Contribution), the                               Employer may designate all or a portion of such Matching Employer Contribution as a Qualified                               Matching  Employer  Contribution  that  may  be  used  to  satisfy  the  "ADP"  test  on  Deferral                               Contributions  and  excluded  in  applying  the  "ACP"  test  on  Employee  and  Matching  Employer                               Contributions.  Unless the additional eligibility requirement is selected below, Qualified Matching                               Employer Contributions shall be allocated to all Participants who were Active Participants during                               the  Contribution  Period  and  who  meet  the  continuing  eligibility  requirement(s)  described  in                               Subsection 1.11(e) above for the type of Matching Employer Contribution being characterized as a                               Qualified Matching Employer Contribution.                         (1)           To  receive  an  allocation  of  Qualified  Matching  Employer  Contributions  a  Participant                                       must also be a Non-Highly Compensated Employee for the Plan Year.                        Note:  Qualified Matching Employer Contributions may not be excluded in applying the "ACP" test for a                        Plan  Year  if  the  Employer  elected  Option 1.11(a)(3),  401(k)  Safe  Harbor  Matching  Employer                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            15          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                  Contributions,  or  Option 1.12(a)(3), 401(k)  Safe  Harbor  Formula,  with  respect  to  Nonelective  Employer                        Contributions, and the "ADP" test is deemed satisfied under Section 6.09 of the Basic Plan Document for                        such Plan Year.          1.12   NONELECTIVE EMPLOYER CONTRIBUTIONS                If (a) or (b) is elected below, the Employer may make Nonelective Employer Contributions on behalf of each of its                "eligible" Participants in accordance  with the provisions of this Section 1.12. Except as otherwise defined in this                Adoption  Agreement  pertaining  to  Nonelective  Employer  Contributions,  for  purposes  of  this  Section  1.12,  an                "eligible"  Participant  means  a  Participant  who  is  an  Active  Participant  during  the  Contribution  Period  and  who                satisfies the requirements of Subsection 1.12(d) or Section 1.13.                Note: An  Employer  may  elect  both  a  fixed  formula  and  a discretionary  formula.   If  both  are  selected,  the                discretionary formula shall be treated as an additional Nonelective Employer Contribution and allocated separately                in accordance with the allocation formula selected by the Employer.                 (a)           Fixed Formula:                        (1)          Fixed  Percentage  Employer  Contribution - For  each  Contribution  Period,  the                                       Employer shall contribute for each "eligible" Participant a percentage of such "eligible"                                       Participant's Compensation equal to):                               (A)    3.00% (not to exceed 25%) to all “eligible” Participants.                                Note: The allocation formula in Option 1.12(a)(1)(A) above generally satisfies a design-based safe                               harbor pursuant to the regulations under Code Section 401(a)(4).                           (2)          Fixed  Flat  Dollar  Employer  Contribution - The  Employer  shall  contribute  for  each                                       "eligible" Participant an amount equal to:                               (A)    $__________ to all “eligible” Participants. (Complete (i) below).                                        (i)    The  contribution  amount  is  based  on  an "eligible" Participant's  service  for  the                                              following period (check one of the following):                                               (I)           Each paid hour.                                              (II)          Each Plan Year.                                              (III)        Other:  _______________________ (must  be  a  period  within                                                            the Plan Year that does not exceed one week and is uniform                                                            with respect to all "eligible" Participants).                               Note: The allocation formula in Option 1.12(a)(2)(A) above generally satisfies a design-based safe                               harbor pursuant to the regulations under Code Section 401(a)(4).                          (3)           401(k) Safe Harbor Formula - The Nonelective Employer Contribution specified in the                                       401(k) Safe Harbor Nonelective Employer Contributions Addendum is intended to satisfy                                       the safe harbor contribution requirements under Sections 401(k) and 401(m) of the Code                                       such that the "ADP" test (and, under certain circumstances, the "ACP" test) is deemed                                       satisfied.  Please complete the 401(k) Safe Harbor Nonelective Employer Contributions                                       Addendum  to  the  Adoption  Agreement.  (Choose  only  if  Option 1.07(a),  Deferral                                       Contributions, is checked.)                                                                        Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            16          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                          (b)           Discretionary Formula - The Employer may decide each Contribution Period whether to make a                               discretionary  Nonelective  Employer  Contribution  on  behalf  of  "eligible"  Participants  in                               accordance with Section 5.10 of the Basic Plan Document.                           (1)          Non-Integrated  Allocation  Formula - In  the  ratio  that  each  "eligible"  Participant's                                       Compensation bears to the total Compensation paid to all "eligible" Participants for the                                       Contribution Period.                        Note: The  allocation  formula  in  Option  1.12(b)(1)  above  generally  satisfies  a  design-based  safe  harbor                        pursuant to the regulations under Code Section 401(a)(4).                         (2)           Integrated  Allocation  Formula - As  (1) a  percentage  of  each  "eligible"  Participant's                                       Compensation  plus  (2) a  percentage  of  each  "eligible"  Participant's  Compensation  in                                       excess of the "integration level" as defined below.  The percentage of Compensation in                                       excess  of  the  "integration  level"  shall  be  equal  to  the  lesser  of  the  percentage  of  the                                       "eligible"  Participant's  Compensation  allocated  under  (1)  above  or  the  "permitted                                       disparity limit" as defined below.                               Note: An Employer that has elected Option 1.12(a)(3), 401(k) Safe Harbor Formula, may not take                               Nonelective  Employer  Contributions  made  to  satisfy  the  401(k)  safe  harbor  into  account  in                               applying the integrated allocation formula described above.                               (A)     "Integration level" means the Social Security taxable wage base for the Plan Year, unless                                       the Employer elects a lesser amount in (i) or (ii) below.                                       (i)    __________% (not to exceed 100%) of the Social Security taxable wage base                                              for the Plan Year, or                                       (ii)   $__________ (not to exceed the Social Security taxable wage base).                                       "Permitted disparity limit" means the percentage provided by the following table:                                                 The "Integration Level"                  The "Permitted                                                      is ___% of the                         Disparity                                                    Taxable Wage Base                        Limit" is                                                        20% or less                             5.7%                                          More than 20%, but not more than 80%                 4.3%                                             More than 80%, but less than 100%                  5.4%                                                          100%                                 5.7%                                The  Social  Security  taxable  wage  base  is  the  contribution  and  benefit  base  in  effect  under                               Section 230 of the Social Security Act at the beginning of the Plan Year.                                Note: The allocation formula in Option 1.12(b)(2) above generally  satisfies a design-based safe                               harbor pursuant to the regulations under Code Section 401(a)(4).                                Note: An  Employer  who  maintains  any  other  plan  that  provides  for  or  imputes  Social  Security                               Integration (permitted disparity) may not elect Option 1.12(b)(2).                (c)    Contribution Period for Nonelective Employer Contributions - The Contribution Period for purposes of                        calculating the amount of Nonelective Employer Contributions is the Plan Year, unless the Employer elects                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            17          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                  another Contribution Period below. Regardless of any selection made below, the Contribution Period for                        401(k) Safe Harbor Nonelective Employer Contributions under Option 1.12(a)(3) or Nonelective Employer                        Contributions allocated under an integrated formula selected under Option 1.12(b)(2) is the Plan Year.                         (1)          each calendar month.                        (2)          each Plan Year quarter.                        (3)          each payroll period.                         Note: If Nonelective Employer Contributions are made more frequently than for the Contribution Period                        selected above, the Employer must calculate the Nonelective Employer Contribution required with respect                        to the full  Contribution Period, taking into account the "eligible" Participant's  Compensation for the  full                        Contribution Period, and contribute any additional Nonelective Employer Contributions necessary to "true                        up" the Nonelective Employer Contribution so that the full Nonelective Employer Contribution is made for                        the Contribution Period.                (d)     Continuing  Eligibility  Requirement(s) - A  Participant  shall  only  be  entitled  to  receive  Nonelective                        Employer Contributions for a Plan Year under this Section 1.12 if the Participant is an Active Participant                        during the Plan Year and satisfies the following requirement(s) (Check the appropriate box(es) - Options                        (3) and (4) may not be elected together; Option (5) may not be elected with Option (2), (3), or (4); Options                        (2), (3), (4), (5), and (7) may not be elected with respect to Nonelective Employer Contributions under the                        fixed formula if Option 1.12(a)(3), 401(k) Safe Harbor Formula, is checked):                         (1)           No requirements.                        (2)           Is employed by the Employer or a Related Employer on the last day of the Contribution                                       Period.                         (3)           Earns  at  least  501 Hours  of  Service  during  the  Plan  Year. (Only  if  the  Contribution                                       Period is the Plan Year.)                         (4)           Earns at least  (not to exceed 1,000) Hours of Service during the Plan Year. (Only if the                                       Contribution Period is the Plan Year.)                         (5)           Either  earns  at  least  501 Hours  of  Service  during  the  Plan  Year or  is  employed  by  the                                       Employer  or  a  Related  Employer  on  the  last  day  of the  Plan  Year.  (Only  if  the                                       Contribution Period is the Plan Year.)                         (6)           Is not a Highly Compensated Employee for the Plan Year.                        (7)           Is  not  a  partner  or  a  member  of  the  Employer,  if  the  Employer  is  a  partnership  or  an                                       entity taxed as a partnership.                         (8)           Special  continuing  eligibility  requirement(s)  for  discretionary  Nonelective  Employer                                       Contributions. (Only if both Options 1.12(a) and (b) are checked.)                               (A)    The  continuing  eligibility  requirement(s)  for  discretionary  Nonelective  Employer                                       Contributions is/are:  __________ (Fill in number of applicable eligibility requirement(s)                                       from above, including the number of Hours of Service if Option (4) has been selected.)                        Note:  Except when added in conjunction with the addition of a new Nonelective Employer Contribution, if                        Option (2), (3), (4), or (5) is adopted during a Contribution Period, such Option shall not become effective                        until the first day of the next Contribution Period. Nonelective Employer Contributions attributable to the                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            18          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                  Contribution Period that are funded during the  Contribution Period shall  not be subject to the eligibility                        requirements of Option (2), (3), (4), or (5).          1.13   EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS                        Death,  Disability,  and  Retirement  Exceptions - All  Participants  who  become  disabled,  as  defined  in                        Section 1.15, retire, as provided in Subsection 1.14(a), (b), or (c), or die are excepted from any last day or                        Hours of Service requirement.  For purposes of this Section, any Participant  who dies  while performing                        qualified military service as defined in Code Section 414(u)(5) will be excepted from any last day or Hours                        of Service requirement.          1.14   RETIREMENT                (a)    The Normal Retirement Age under the Plan is (check one):                         (1)           age 65.                        (2)           age __________ (specify between 55 and 64).                        (3)           later  of  age  __________ (not  to  exceed  65) or  the  __________ (not  to  exceed  5th)                                       anniversary of the Participant's Employment Commencement Date.                 (b)           The  Early  Retirement  Age  is  the  date  the Participant  attains  age 55 and completes 0 years  of                               Vesting Service.                        Note:  If this Option is elected, Participants who are employed by the Employer or a Related Employer on                        the date they reach Early Retirement Age shall be 100% vested in their Accounts under the Plan.                 (c)           A  Participant  who  becomes  disabled,  as  defined  in  Section  1.15,  is  eligible  for  disability                               retirement.                        Note:  If this Option is elected, Participants who are employed by the Employer or a Related Employer on                        the date they become disabled shall be 100% vested in their Accounts under the Plan.  Pursuant to Section                        11.03 of the Basic Plan Document, a Participant is not considered to be disabled until he terminates his                        employment with the Employer.          1.15   DEFINITION OF DISABLED                A Participant is disabled if he/she meets any of the requirements selected below:                 (a)           The Participant satisfies the requirements  for benefits under the Employer's long-term disability                               plan.                 (b)           The Participant satisfies the requirements for Social Security disability benefits.                (c)           The Participant is determined to be disabled by a physician approved by the Employer.          1.16   VESTING                A  Participant's  vested  interest  in  Matching  Employer  Contributions  and/or  Nonelective  Employer  Contributions,                other  than  those  described  in  Subsection  5.11(a)  of  the  Basic  Plan  Document,  shall  be  based  upon  his  years of                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            19          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                          Vesting Service and the schedule selected in Subsection 1.16(c) below, except as provided in the Vesting Schedule                Addendum to the Adoption Agreement or as provided in Subsection 1.22(c).                (a)    When years of Vesting Service are determined, the elapsed time method shall be used.                 (b)           Years of Vesting Service shall exclude service prior to the Plan's original Effective Date as listed                               in Subsection 1.01(g)(1) or Subsection 1.01(g)(2), as applicable.                (c)     Vesting Schedule(s)                      (1) Nonelective Employer Contributions          (2) Matching Employer Contributions                                  (check one):                             (check one):                       (A)       N/A - No Nonelective Employer (A)       N/A – No Matching Employer                      Contributions                            Contributions                        (B)       100% Vesting immediately      (B)       100% Vesting immediately                       (C)       3 year cliff (see C below)    (C)       3 year cliff (see C below)                      (D)       6 year graduated (see D below) (D)       6 year graduated (see D below)                       (E)       Other vesting (complete E1 below) (E)       Other vesting (complete E2 below)                                                                                                     Years of Vesting Service              Applicable Vesting Schedule(s)                                                            C           D           E1          E2                                    0                     0%          0%         0.00%     _______%                                    1                     0%          0%         0.00%     _______%                                    2                     0%          20%       100.00%    _______%                                    3                    100%         40%       100.00%    _______%                                    4                    100%         60%       100.00%    _______%                                    5                    100%         80%       100.00%    _______%                                 6 or more               100%        100%       100.00%      100%                         Note:  A schedule elected under E1 or E2 above must be at least as favorable as one of the schedules in C or D                above.  If the vesting schedule is amended, any such amendment must satisfy the requirements of Section 16.04 of                the Basic Plan Document                Note:  The amendment of the plan to add a Fixed Nonelective Employer Contribution, Discretionary Nonelective                Employer  Contribution,  401(k)  Safe  Harbor  Nonelective  Employer  Contribution,  Fixed  Matching  Employer                Contribution,  Discretionary  Matching  Employer  Contribution,  Additional  Matching  Employer  Contribution,  or                401(k)  Safe  Harbor  Matching  Employer  Contribution  and  an  attendant  vesting  schedule  does  not  constitute  an                amendment to a vesting schedule under Section 16.04 of the Basic Plan Document, unless a contribution source of                the  same  type  exists  under  the  Plan  on  the  effective  date  of  such  amendment.  Any  amendment  to  the  vesting                schedule of one such contribution source shall not require the amendment of the vesting schedule of any other such                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            20          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                          contribution  source,  notwithstanding  the  fact  that  one  or  more  Participants  may  be  subject  to  different  vesting                schedules for such different contribution sources.                 (d)           A vesting schedule or schedules different from the vesting schedule(s) selected above applies to                               certain  Participants.  Please  complete  Section  (a)  of  the  Vesting  Schedule  Addendum  to  the                               Adoption Agreement.          1.17   PREDECESSOR EMPLOYER SERVICE                (a)           Service for purposes of eligibility in Subsection 1.04(b) and vesting in Subsection 1.16 of this Plan                               shall include service with the following predecessor employer(s):                                Cabot Corporation                               Rippe Corporation          1.18   PARTICIPANT LOANS                (a)           Participant loans are allowed in accordance with Article 9, except as modified in the Additional                               Provisions Addendum.          1.19   IN-SERVICE WITHDRAWALS                Participants may make withdrawals prior to termination of employment under the following circumstances:                 (a)           Hardship Withdrawals - Hardship withdrawals shall be allowed in accordance with Section 10.05                               of the Basic Plan Document, subject to a $500.00 minimum amount.                        (1)    Hardship withdrawals will be permitted from:                                (A)           A Participant's Deferral Contributions Account only.                               (B)           The  Accounts  specified  in the  In-Service  Withdrawals  Addendum.  Please                                              complete Section (a) of the In-Service Withdrawals Addendum.                 (b)           Age  59 1/2 - Participants  shall  be  entitled  to  receive  a  distribution  of  all  or  any  portion  of  the                               following Accounts upon attainment of age 59 1/2:                         (1)           Deferral Contributions Account.                        (2)           All vested Account balances.                 (c)   Withdrawal of Employee Contributions, Rollover Contributions and certain other contributions                        (1)    Unless otherwise provided below, Employee Contributions may be withdrawn in accordance with                               Section 10.02 of the Basic Plan Document at any time.                                (A)           Employees  may  not  make  withdrawals  of  Employee  Contributions  more                                              frequently than:                                                                        Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            21          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                        ____________________________________________________________                         (2)    Rollover  Contributions  may  be  withdrawn  in  accordance  with  Section 10.03  of  the  Basic  Plan                               Document at any time.                        (3)    Active  Military  Distribution  (HEART  Act) - Certain  contributions  restricted  from  distribution                               only due to Code Section 401(k)(2)(B)(i)(I) may be withdrawn by Participants performing military                               service in accordance with Section 10.01 of the Basic Plan Document at any time.                  (d)           Qualified Disaster Distribution – One or more Qualified Disaster Distributions shall be allowed in                               accordance  with  Section 10.08  of  the  Basic  Plan  Document.   Please  complete  the  In-Service                               Withdrawals  Addendum  to  the  Adoption  Agreement  identifying  each  such  Qualified  Disaster                               Distribution.                  (e)           Qualified  Reservist  Distribution - A  Qualified  Reservist  Distribution  shall  be  allowed  in                               accordance with Section 10.09 of the Basic Plan Document.                  (f)           Age 62 Distribution of Money Purchase Benefits - A Participant who has attained at least age 62,                               shall be entitled to receive a distribution of all or any portion of the vested amounts attributable to                               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.  (Choose only                               if Option 1.20(d)(1)(B) is selected.)                 (g)            Additional  In-Service  Withdrawal  Provisions - Benefits  are  payable  as  (check  the  appropriate                               box(es)):                          (1)           an  in-service  withdrawal  of  vested  amounts  attributable  to  Employer  Contributions                                       maintained in a Participant's Account (check (A) and/or (B)):                                 (A)           for at least __________ (24 or more) months.                                       (i)           Special  restrictions  apply  to  such  in-service  withdrawals,  see  the  In-                                                     Service Withdrawals Addendum to the Adoption Agreement.                                (B)           after the Participant has at least 60 months of participation.                                       (i)           Special  restrictions  apply  to  such  in-service  withdrawals,  see  the  In-                                                     Service Withdrawals Addendum to the Adoption Agreement.                         (2)           another in-service withdrawal option that is permissible under the Code.  Please complete                                       the  In-Service  Withdrawals  Addendum  to  the  Adoption  Agreement  identifying  the  in-                                      service withdrawal option(s).                Note: Any withdrawal indicated in this Section may be a "protected benefit" under Code Section 411(d)(6) which                can be eliminated only to the extent permitted by applicable guidance.          1.20   FORM OF DISTRIBUTIONS                Subject to Section 13.01, 13.02 and Article 14 of the Basic Plan Document, distributions under the Plan shall be paid                as provided below.                                                                          Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            22          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                          (a)    Lump Sum Payments - Lump sum payments are always available under the Plan and are the normal form                        of payment under the Plan except as modified in Subsection 1.20(d)(2) below.                 (b)           Installment  Payments - Participants  may  elect  distribution  under  a  systematic  withdrawal  plan                               (installments).                 (c)           Partial  Withdrawals - A  Participant  whose  employment  has  terminated  and  whose  Account  is                               distributable  in  accordance  with  the  provisions  of  Article  12  of  the  Basic  Plan  Document  may                               elect  to  withdraw  any  portion  of  his  Distributable  vested  interest  in  his  Account  in  cash  at  any                               time.                 (d)           Annuities (Check if the Plan is retaining any annuity form(s) of payment.)                        (1)           An annuity form of payment is available under the Plan because the Plan either converted                                       from or received a transfer of assets from a plan that was subject to the minimum funding                                       requirements  of  Code  Section 412  and  therefore  an  annuity  form  of  payment  is  a                                       protected benefit under the Plan in accordance with Code Section 411(d)(6).                        (2)    The normal form of payment under the Plan is (check (A) or (B)):                                (A)           Lump sum is the normal form of payment for:                                      (i)            All Participants                                       (ii)           All  Participants  except  those  as  indicated  on  the  Forms  of  Payment                                                      Addendum.                                (B)           Life annuity is the normal form of payment for all Participants.                        (3)           The Plan offers at least one other form of annuity as specified in the Forms of Payment                                       Addendum.                        Note: A  life  annuity  option  will  continue  to  be  an  available  form  of  payment  for  any  Participant  who                        elected such life annuity payment before the effective date of its elimination.                (e)    Cash Outs and Implementation of Required Rollover Rule                        (1)           If the vested Account balance payable to an individual is less than or equal to the cash out                                       limit utilized for such individual, such Account will be distributed in accordance with the                                       provisions of Section 13.02 or 18.04 of the Basic Plan Document. The cash out limit is:                                (A)           $1,000.                               (B)           The  dollar  amount  specified  in  Code  Section  411(a)(11)(A)  ($5,000  as  of                                              January  1,  2013).  Any  distribution  greater  than  $1,000  that  is  made  to  a                                              Participant  without  the  Participant's  consent  before  the  Participant's  Normal                                              Retirement  Age  (or  age  62,  if  later)  will  be  rolled  over  to  an  individual                                              retirement plan designated by the Plan Administrator.          1.21   TIMING OF DISTRIBUTIONS                Except as provided in Subsection 1.21(a) or (b), distribution shall be made to an eligible Participant from his vested                interest in his Account as soon as reasonably practicable following the Participant's request for distribution pursuant                to Article 12 of the Basic Plan Document.                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            23          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                          (a)    Distribution  shall  be  made  to  an  eligible  Participant  from  his  vested interest  in  his  Account  as  soon  as                        reasonably  practicable  following  the  date  the  Participant's  application  for  distribution  is  received  by  the                        Administrator, but in no event later than his Required Beginning Date, as defined in Subsection 2.01(ss).                  (b)           Preservation of Same Desk Rule - Check if the Employer  wants to continue application of the                               same  desk  rule  described  in  Subsection  12.01(b)  of  the  Basic  Plan  Document  regarding                               distribution of  Deferral  Contributions, Qualified Nonelective Employer  Contributions,  Qualified                               Matching  Employer  Contributions,  401(k)  Safe  Harbor  Matching  Employer  Contributions,  and                               401(k) Safe Harbor Nonelective Employer Contributions. (If any of the above-listed contribution                               types were previously distributable upon severance from employment, this Option may not be                               selected.)          1.22   TOP HEAVY STATUS                (a)    The Plan shall be subject to the Top-Heavy Plan requirements of Article 15 (check one):                         (1)           for  each  Plan  Year,  whether  or  not  the  Plan  is  a  "top-heavy  plan"  as  defined  in                                        Subsection 15.01(g) of the Basic Plan Document.                         (2)           for  each  Plan  Year,  if  any,  for  which  the  Plan  is  a  "top-heavy  plan"  as  defined  in                                       Subsection 15.01(g) of the Basic Plan Document.                         (3)           Not applicable.  (Choose only if (A) Plan covers only employees subject to a collective                                       bargaining  agreement,  or  (B)  Option  1.11(a)(3),  401(k)  Safe  Harbor  Matching                                       Employer  Contributions,  or  Option  1.12(a)(3),  401(k)  Safe  Harbor  Formula,  is                                       selected, and the Plan does not provide for Employee Contributions or any other type                                       of Employer Contributions.)                (b)    If the Plan is or is treated as a "top-heavy plan" for a Plan Year, each non-key Employee shall receive an                        Employer Contribution of at least 3% (3 or 5)% of Compensation for the Plan Year or such other amount in                        accordance  with  Section 15.03  of  the  Basic  Plan  Document  or  as  elected  on  the  416  Contributions                        Addendum.  The minimum Employer Contribution provided in this Subsection 1.22(b) shall be made under                        this  Plan  only  if  the  Participant  is  not  entitled  to  such  contribution  under another  qualified  plan  of  the                        Employer, unless the Employer elects otherwise below:                         (1)           The minimum Employer Contribution shall be paid under this Plan in any event.                        (2)           Another method of satisfying the requirements of Code Section 416.  Please complete the                                       416 Contributions  Addendum  to  the  Adoption  Agreement  describing  the  way  in  which                                       the  minimum  contribution  requirements  will  be  satisfied  in  the  event  the  Plan  is  or  is                                       treated as a "top-heavy plan".                         (3)           Not applicable.  (Choose only if (A) Plan covers only employees subject to a collective                                       bargaining  agreement,  or  (B)  Option  1.11(a)(3),  401(k)  Safe  Harbor  Matching                                       Employer  Contributions,  or  Option  1.12(b)(3),  401(k)  Safe  Harbor  Formula,  is                                       selected,  and the Plan does not provide for Employee Contributions or any other type                                       of Employer Contributions.)                        Note:  The  minimum  Employer  Contribution  may  be  less  than  the  percentage  indicated  in                        Subsection 1.22(b) above to the extent provided in Section 15.03 of the Basic Plan Document.                (c)     If  the  Plan  is  or  is  treated  as  a  "top-heavy  plan"  for  a  Plan  Year,  the  vesting  schedule  found  in                        Subsection 1.16(c)(1) shall apply for such Plan Year and each Plan Year thereafter, except with regard to                        Participants for whom there is a more favorable vesting schedule for Nonelective Employer Contributions.                                                                        Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            24          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                  If  the  Employer  has  selected  Option  1.01(b)(1)  and  the  minimum  Employer  Contribution  will  not  be                        immediately 100% vested, the Vesting Schedule Addendum must contain the applicable vesting schedule.            1.23   CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION                PLANS                      Other Order for Limiting Annual Additions – If the Employer maintains other defined contribution plans,                        annual additions to a Participant's Account shall be limited as provided in Section 6.12 of the Basic Plan                        Document  to  meet  the  requirements  of  Code  Section 415,  unless  the  Employer  elects  this  Option  and                        completes the 415 Correction Addendum describing the order in which annual additions shall be limited                        among the plans.           1.24   INVESTMENT DIRECTION                Subject to Section 8.03 of the Basic Plan Document, Participant Accounts shall be invested (check one):                  (a)           in  accordance  with  the  investment  directions  provided  to  the  Trustee  by  the Employer for                               allocating all Participant Accounts among the Permissible Investments.                 (b)           in  accordance  with  the  investment  directions  provided  to  the  Trustee  by  each Participant for                               allocating his entire Account among the Permissible Investments.                 (c)           in accordance  with the investment directions provided to the Trustee by each Participant for all                               contribution  sources  in  his  Account,  except  that  the  following  sources  shall  be  invested  in                               accordance with the investment directions provided by the Employer (check (1) and/or (2)):                         (1)           Nonelective Employer Contributions                        (2)           Matching Employer Contributions                 Note:  The Employer must direct the applicable sources among the Permissible Investments.           1.25   ADDITIONAL PROVISIONS AND PROTECTED BENEFITS                 (a)           Additional Provisions - The Plan includes certain provisions that are not delineated through the                               above  elections  in  this  Adoption  Agreement,  but  are  incorporated  into  Fidelity  Basic  Plan                               Document  17  and  are  described  within  the  Additional  Provisions  Addendum.  The  provisions                               included  within  the  Additional  Provisions  Addendum  supplement  and/or  alter  the  provisions  of                               this Adoption Agreement and/or the Basic Plan Document.                 (b)           Protected Benefit Provisions - The Plan includes provisions that are  “protected benefits” under                               Code  Section  411(d)(6)  and  are  not  delineated  through  the  above  elections  in  this  Adoption                               Agreement, but are described within the Protected Benefit Provisions Addendum.            1.26   SUPERSEDING PROVISIONS                (a)           The Employer has completed the Plan Superseding Provisions Addendum to show the provisions                               of  the  Plan  which  supersede  provisions  of  this  Adoption  Agreement  and/or  the  Basic  Plan                               Document.                               Note: If the Employer elects superseding provisions in Option (a) above, the Employer may not be                               permitted to rely on the Volume Submitter Sponsor's advisory letter for qualification of its Plan. In                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            25          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                         addition,  such  superseding  provisions  may  in  certain  circumstances  affect  the  Plan's  status  as  a                               pre-approved volume submitter plan eligible for the 6-year remedial amendment cycle.                 (b)           The Employer has completed the Trust Superseding Provisions Addendum to show the provisions                               of the Plan which supersede provisions of the Trust Agreement in the Basic Plan Document.          1.27   RELIANCE ON ADVISORY LETTER                An adopting Employer may rely on an advisory letter issued by the Internal Revenue Service as evidence that this                Plan is qualified under Code Section 401 only to the extent provided in Section 19.02 of Revenue Procedure 2011-               49.  The  Employer  may  not  rely  on  the  advisory  letter  in  certain  other  circumstances  or  with  respect  to  certain                qualification requirements, which are specified in the advisory letter issued with respect to this Plan and in Section                19.03  of  Revenue  Procedure  2011-49.  In  order  to  have  reliance  in  such  circumstances  or  with  respect  to  such                qualification requirements, application for a determination letter must be made to Employee Plans Determinations of                the Internal Revenue Service.                Failure to properly complete the Adoption Agreement and failure to operate the Plan in accordance with the terms of                the Plan document may result in disqualification of the Plan.                This Adoption Agreement may be used only in conjunction with Fidelity Basic Plan Document No. 17. The Volume                Submitter  Sponsor  shall  inform  the  adopting  Employer  of  any  amendments  made  to  the  Plan  or  of  the                discontinuance or abandonment of the volume submitter plan document.          1.28   ELECTRONIC SIGNATURE AND RECORDS                This Adoption Agreement, and any amendment thereto, may be executed or affirmed by an electronic signature or                electronic record permitted under applicable law or regulation, provided the type or method of electronic signature                or electronic record is acceptable to the Trustee.          1.29   VOLUME SUBMITTER INFORMATION:                Name of Volume Submitter Sponsor:            Fidelity Management & Research Company                Address of Volume Submitter Sponsor:         245 Summer Street                                                             Boston, MA 02210                                                                        Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            26          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                              EXECUTION PAGE                    Plan Name:     Cabot Microelectronics Corporation 401(k) Plan (the "Plan")         Employer:      Cabot Microelectronics Corporation                  The  Fidelity  Basic  Plan  Document  No.  17  and  the  accompanying  Adoption  Agreement  together  comprise  the  Volume         Submitter Defined Contribution Plan. It is the responsibility of the adopting Employer to review this volume submitter plan         document  with  its  legal  counsel  to  ensure  that  the  volume  submitter  plan  is suitable  for  the  Employer  and  that  Adoption         Agreement has been properly completed prior to signing.                                                                                          12/31/2019        IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this ____________day of          ________________, ________.                .                      Employer:     Cabot Microelectronics Corporation   Employer:   Cabot Microelectronics Corporation                                                                                                  By:           _________________________            By:         ______________________                                             Vice President, Secretary and General Counsel                                                                                        Title:        _________________________            Title:      ______________________                                                                                                        Note: Only one authorized signature is required to execute this Adoption Agreement unless the Employer's corporate policy         mandates two authorized signatures.          Accepted by:   Fidelity Management Trust Company, as Trustee                                                                           12/31/2019        By:         _________________________             Date:      ______________________                                        Authorized Signatory        Title:      _________________________                                                                                                                                     Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            27          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                                                                                         PLAN MERGERS ADDENDUM                                                             for                  Plan Name:  Cabot Microelectronics Corporation 401(k) Plan         (a)     Plan  Mergers - The  following  plan(s)  were  merged  into  the  Plan  on  or  after  the  Effective  Date  indicated  in                Subsection 1.01(g)(1) or (2), as applicable (the "merged-in plan(s)").  The provisions of the Plan are effective with                respect to the merged-in plan(s) as of the date(s) indicated below:                (1)    Name of merged-in plan:  KMG Chemicals, Inc. 401(k) Plan                         Effective date:  01/01/2020 at 12:00 a.m. Eastern Standard Time                                                                        Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            28          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                  PARTICIPATING EMPLOYERS ADDENDUM                                                             for         Plan Name: Cabot Microelectronics Corporation 401(k) Plan          Note:  All  participating  employers  must  be  a  business  entity  of  a  type  recognized  under  Treasury  Regulation  Section         301.7701-2(a).          (a)           Only  the  following  Related  Employers  (as  defined  in  Subsection  2.01(rr)  of  the  Basic  Plan  Document)                        participate  in  the  Plan  (list  each  participating  Related  Employer  and  its  Employer  Tax  Identification                        Number):                        Cabot Microelectronics Polishing Corporation, 20-3398308                        QED Technologies International, 20-5040463                        KMG Chemicals, Inc., 75-2640529                        KMG Electronic Chemical, Inc., 26-1413344                        KMG Bernuth, Inc., 52-1577844          (b)           All Related Employer(s) as defined in Subsection 2.01(rr) of the Basic Plan Document participate in the                        Plan.                                                                                                                                      Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            29          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                 401(k) SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS ADDENDUM                                                             for          Plan Name:  Cabot Microelectronics Corporation 401(k) Plan          401(k) Safe Harbor Matching Employer Contributions will be made on behalf of "eligible" Participants, as defined in Section         1.11 and, if applicable, as limited herein.  401(k) Safe Harbor Matching Employer Contributions will only satisfy the "ADP"         test with respect to Deferral Contributions made under this Plan. 401(k) Safe Harbor Matching Employer Contributions may         only be distributed because of death, disability, severance from employment, age 59 1/2, or termination of the Plan without         the establishment of a successor plan.  In addition, each Plan Year, the Employer must provide written notice to all Active         Participants of their rights and obligations under the Plan.         (a)    401(k) Safe Harbor Matching Employer Contributions Formula                 (1)   The formula is:                        Enhanced Match:  100% of the first 6% of the "eligible" Participant's Compensation contributed to the Plan,                        Note:   To  satisfy  the  401(k)  safe  harbor  contribution  requirement  for  the  "ADP"  test,  the  percentages                        specified above for Matching Employer Contributions may not increase as the percentage of Compensation                        contributed increases, and the aggregate amount of Matching Employer Contributions at such rates must at                        least  equal  the  aggregate  amount  of  Matching  Employer  Contributions  which  would  be  made  under  the                        percentages described in Subsection (a)(1) of this Addendum.         (b)    Participants to receive 401(k) Safe Harbor Matching Contributions:                (1)    401(k) Safe Harbor Matching Employer Contributions shall be made on behalf of all “eligible” Employees.                                                                                                                                     Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            30          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                   IN-SERVICE WITHDRAWALS ADDENDUM                                                             for                    Plan Name:  Cabot Microelectronics Corporation 401(k) Plan                   (a)     Sources  Available  for  In-Service  Hardship  Withdrawal - In-service  hardship  withdrawals  are  permitted  from  the                sub-accounts specified below, subject to the conditions applicable to hardship withdrawals under Section 10.05 of the                Basic Plan Document:                  Deferral Contributions and vested amounts from the following sub-accounts:                KMG Frozen Match                                                                                                                                     Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            31          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                       VESTING SCHEDULE ADDENDUM                                                             for                                                                       Plan Name:  Cabot Microelectronics Corporation 401(k) Plan          (a)    Different Vesting Schedule                Note:   With  regard  to  contributions  for  plan  years  beginning  after  December  31,  2006,  any  schedule  provided                hereunder must be at least as favorable as one of the schedules in C or D in the table shown in Section 1.16(c).                 (1)    A vesting schedule different from the vesting schedule selected in Section 1.16 applies to the Participants                               and contributions described below.                        (A)    The following vesting schedule applies to the class of Participants described in (a)(1)(B) and the                               contributions described in (a)(1)(C) below:                                           Years of Vesting Service                      Vested Interest                                                    0                                        100                                                    1                                        100                                                    2                                        100                                                    3                                        100                                                    4                                        100                                                    5                                        100                                                    6                                        100                                                    7                                        100                         (B)    The vesting schedule specified in (a)(1)(A) above applies to the following class of Participants:                               All participants as of 04/01/2009 will be 100% vested in Employer Contributions.                        (C)    The vesting schedule specified in (a)(1)(A) above applies to the following contributions:                               Co Nonelective OLD.                               Frozen Safe Harbor Match.                               Prior Fixed Match.                (2)    Additional different vesting schedule.                        (A)    The following vesting schedule applies to the class of Participants described in (a)(2)(B) and the                               contributions described in (a)(2)(C) below:                                          Years of Vesting Service                      Vested Interest                                                    0                                        100                         (B)    The vesting schedule specified in (a)(2)(A) above applies to the following class of Participants:                               Participants with a balance in the Prior SH Profit Sharing source.                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            32          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                  (C)    The vesting schedule specified in (a)(2)(A) above applies to the following contributions:                               Prior SH Profit Sharing.                (3)    Additional different vesting schedule.                        (A)    The following vesting schedule applies to the class of Participants described in (a)(3)(B) and the                               contributions described in (a)(3)(C) below:                                          Years of Vesting Service                      Vested Interest                                                    0                                        100                         (B)    The vesting schedule specified in (a)(3)(A) above applies to the following class of Participants:                               Participants with a balance in the Prior Fixed Match source.                        (C)    The vesting schedule specified in (a)(3)(A) above applies to the following contributions:                               Prior Fixed Match.                (4)    Additional different vesting schedule.                        (A)    The following vesting schedule applies to the class of Participants described in (a)(4)(B) and the                               contributions described in (a)(4)(C) below:                                          Years of Vesting Service                      Vested Interest                                                    0                                        100                         (B)    The vesting schedule specified in (a)(4)(A) above applies to the following class of Participants:                               Participants  who  merged  assets  from  the  KMG  Chemicals,  Inc.  401(k)  Plan  into  this  plan  on                               01/01/2020.                        (C)    The vesting schedule specified in (a)(4)(A) above applies to the following contributions:                               Prior Plan ER PS.                (5)    Additional different vesting schedule.                        (A)    The following vesting schedule applies to the class of Participants described in (a)(5)(B) and the                               contributions described in (a)(5)(C) below:                                          Years of Vesting Service                      Vested Interest                                                    0                                        100                         (B)    The vesting schedule specified in (a)(5)(A) above applies to the following class of Participants:                               Former  participants  in  the  KMG  Chemicals,  Inc.  401(k)  Plan  who  terminated  on  or  before                               01/01/2013, and were active employees between 01/01/2008 and 03/06/2008.                        (C)    The vesting schedule specified in (a)(5)(A) above applies to the following contributions:                               KMG Frozen Match.                                                                        Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            33          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                          (6)    Additional different vesting schedule.                        (A)    The following vesting schedule applies to the class of Participants described in (a)(6)(B) and the                               contributions described in (a)(6)(C) below:                                          Years of Vesting Service                      Vested Interest                                                    0                                         0                                                    1                                        20                                                    2                                        40                                                    3                                        60                                                    4                                        80                                                    5                                        100                         (B)    The vesting schedule specified in (a)(6)(A) above applies to the following class of Participants:                               Former  participants  in  the  KMG  Chemicals,  Inc.  401(k)  Plan  who  terminated  on  or  before                               01/01/2013, and were not active employees between 01/01/2008 and 03/06/2008.                        (C)    The vesting schedule specified in (a)(6)(A) above applies to the following contributions:                               KMG Frozen Match.                (7)    Additional different vesting schedule.                        (A)    The following vesting schedule applies to the class of Participants described in (a)(7)(B) and the                               contributions described in (a)(7)(C) below:                                          Years of Vesting Service                      Vested Interest                                                    0                                        100                         (B)    The vesting schedule specified in (a)(7)(A) above applies to the following class of Participants:                               Participants with a balance in the KMG Prior SH Match source.                        (C)    The vesting schedule specified in (a)(7)(A) above applies to the following contributions:                               KMG Prior SH Match.                                                                                                                                     Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            34          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                         ADDITIONAL PROVISIONS ADDENDUM                                                                     for          Plan Name:  Cabot Microelectronics Corporation 401(k) Plan          (a)     Additional Provision(s) –  The following provisions supplement and/or, to the degree described herein, supersede         other provisions of this Adoption Agreement and the Basic Plan Document in the following manner:        (1) The following replaces Subsection 1.05(a):          (a)      Compensation  Exclusions   - Compensation  shall  exclude  the  item(s)  selected  below  for  the  indicated  types  of                  contributions.                   (1) Deferral         (2) Nonelective  (3) Matching     (4) 401(k) Safe                                       Contributions, Employee Employer      Employer         Harbor                  Contributions, Qualified Contributions - Contributions - Nonelective                  Nonelective  Employer other than 401(k) other than 401(k) Employer                  Contributions, 401(k) Safe Harbor     Safe Harbor      Contributions                  Safe Harbor Matching Nonelective      Matching Employer                  Employer Contributions Employer       Contributions                                       Contributions            (A)                                                                         N/A – not applicable – type of contribution(s) not                                                                                        selected or no exclusions            (B)   X                    X                X                               Reimbursements or other expense allowances            (C)   X                    X                X                               Fringe benefits (cash and non-cash)            (D)   X                    X                X                               Moving expenses            (E)   X                    X                X                               Deferred compensation            (F)   X                    X                X                               Welfare benefits            (G)                                                                         Unused leave as described in Section 2.01(k)(2)            (H)   X                    X                X                               Differential Wages             (I)                                                                        Overtime pay             (J)                                                                        Bonuses            (K)                                                                         Commissions            (L)                        X                                                The value of restricted stock or of a qualified or a non-                                                                                       qualified stock option granted to an Employee by the                                                                                        Employer to the extent such value is includable in the                                                                                        Employee's taxable income.            (M)   X                                     X                               Severance pay received prior to termination of                                                                                        employment - Severance pay received following                                                                                        termination of employment is always excluded for                                                                                        purposes of contributions.            (N)   X                    X                X                               Such other items as are identified in Section 1.05(a)(5)                                                                                        below.                                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                                              PS Plan                                                                                                            47607-1577787156AA                                                             2014 FMR LLC                                                            All rights reserved.                                                                    35          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                  (5)    The following other items are excluded for the types of contributions indicated:                                (A)    Compensation  for  Deferral  Contributions, Employee  Contributions,  Qualified                                      Nonelective  Employer  Contributions,  and  401(k)  Safe  Harbor  Matching  Employer                                      Contributions. The  following  items  are  excluded  from  Compensation  for  purposes  of                                      determining  Deferral  Contributions,  Employee  Contributions,  Qualified  Nonelective                                      Employer  Contributions,  and  401(k)  Safe  Harbor  Matching  Employer  Contributions                                      (Complete  if  Subsection  1.05(a)(1)(N)  is  selected and  list  separately  any  items  excluded                                      from Compensation only for a particular group of employees and provide a description of                                      that group:                                        Rewards and Recognition                                       Note: If the Employer has selected Safe Harbor Matching Employer Contributions, any                                       exclusion listed above  must  be a permitted exclusion  under Section 1.414(s)-1(d)(2) of                                       the Treasury Regulations. In addition, a Participant must be permitted to make Deferral                                       Contributions under the Plan sufficient to receive the full 401(k) Safe Harbor Matching                                       Employer  Contribution,  determined  as  a  percentage  of  Compensation  meeting  the                                       requirements of Code Section 414(s).                               (B)    Compensation for Nonelective Employer Contributions (other than 401(k) Safe Harbor                                      Nonelective  Employer  Contributions). The  following  items  are  excluded  from                                      Compensation for purposes of allocating Nonelective Employer Contributions other than                                      401(k) Safe  Harbor  Nonelective  Employer  Contributions  and  Nonelective  Employer                                      Contributions  that  are  allocated  under  the  Integrated  Formula,  if  elected  in  Subsection                                      1.12(a)(4)  and/or  1.12(b)(2)  (Complete  if  Subsection  1.05(a)(2)(N)  is  selected  and  list                                      separately  any  items  excluded  from  Compensation  only  for  a  particular  group  of                                      employees and provide a description of that group):                                       Rewards and recognition.  Equity-based amounts under the Omnibus Incentive Plan and                                       any  similar  equity  incentive  plan  (or  successor plan),  including,  but  not  limited  to,                                       amounts  attributable  to  restricted  stock  units,  performance  units,  performance  shares,                                       non-qualified  and  incentive  stock  options,  restricted  stock,  stock-based  awards,  and                                       SARs.                               (C)    Compensation  for  Matching  Employer  Contributions  (other  than  401(k)  Safe  Harbor                                      Matching  Employer  Contributions). The  following  items  are  excluded  from                                      Compensation  for  purposes  of  allocating  Matching  Employer  Contributions  other  than                                      401(k)  Safe  Harbor  Matching  Employer  Contributions (Complete if  Subsection                                      1.05(a)(3)(N) is selected and list  separately any items excluded from Compensation only                                      for a particular group of employees and provide a description of that group):                                       Rewards and recognition.                               (D)    Compensation  for  401(k)  Safe  Harbor  Nonelective  Employer  Contributions. The                                      following items are excluded from Compensation  for purposes of allocating 401(k) Safe                                      Harbor  Nonelective  Employer  Contributions (Complete  if  Subsection  1.05(a)(4)(N)  is                                      selected and list separately any items excluded from Compensation only for a particular                                      group of employees and provide a description of that group):                                       __________________________________________________________________                                                                        Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            36          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                 Note: Any exclusion listed above must be a permitted exclusion under Section 1.414(s)-                                      1(d)(2) of the Treasury Regulations. In addition, the definition of Compensation must be                                       tested to show that it meets the requirements of Code Section 414(s).                                       Note:  The Participant group(s) identified above must be clearly defined in a manner that                                       will  not  violate  the  definite  predetermined  allocation  formula  requirement  of  Treasury                                       Regulation Section 1.401-1(b)(1)(ii).                        Note:  If the Employer selects Option (I), (J), (K), (L), (M), or (N) with respect to Nonelective Employer                        Contributions, Compensation must be tested to show that it meets the requirements of Code Section 414(s)                        or  the  allocations  must  be  tested  to  show  that  they  meet  the  general  test  under  regulations  issued  under                        Code Section 401(a)(4). If the Employer selects Option (I), (J), (K), (L), (M), or (N) with respect to 401(k)                        Safe Harbor Nonelective Employer Contributions, Compensation must be tested to show that it meets the                        requirements  of  Code  Section  414(s). If  the  Employer  selects  Option  (I),  (J),  (K),  (L),  (M), or (N)  with                        respect to Deferral Contributions and Safe Harbor Matching Employer Contributions, a Participant must be                        permitted to make Deferral Contributions under the Plan sufficient to receive the full 401(k) Safe Harbor                        Matching Employer Contribution, determined as a percentage of Compensation meeting the requirements                        of  Code  Section  414(s).  If  the  Employer  selects  Option  (I),  (J),  (K),  (L),  (M),  or  (N)  with  respect  to                        Matching  Employer  Contributions  (other  than  401(k)  Safe  Harbor  Matching  Employer  Contributions),                        Compensation for purposes of applying the limitations on Matching Employer Contributions described in                        Section  6.10  of  the  Basic  Plan  Document  (for  deemed  satisfaction  of  the  "ACP"  test)  must  be  tested  to                        show that it meets the requirements of Code Section 414(s).       (2) The following shall be added as Section 1.07(b):                (b)    Additional  Automatic  Enrollment  Provisions – Except  as  provided  in  (c)  below, automatic enrollment                        made in accordance with Section 5.03(c) of the Basic Plan Document is subject to the following:                       (1)     An initial pre-tax Deferral Contribution of 6.00% will be made for:                               (A)    Newly-eligible Employees 30 days after such Employee’s date of hire, but no sooner than                                      such Employee’s Entry Date.                                (B)    Each Eligible Employee having a Reemployment Commencement Date will be treated as                                      follows for purposes of the above-described automatic enrollment contributions:                                      (i)     Shall not be automatically enrolled                               Note:  If the Employer has elected a QACA in Option 1.07(a)(6)(D), then after the effective date                               of this election, any Participant automatically enrolled pursuant to this subparagraph (C) who was                               automatically enrolled under the QACA at the time of leaving employment shall be automatically                               enrolled at the same rate in effect immediately prior to his leaving employment plus any increases                               missed in accordance with paragraph (2) below (if applicable) prior to his Reemployment.                 (c)    Exceptions to Automatic Deferral Provisions– The provisions of Subsection 1.07(b) shall be applied                        differently to the groups of Eligible Employees as specified below.                          Note:  The Participant group(s) identified below must be clearly defined in a manner that will not violate                               the definite predetermined allocation formula requirement of Treasury Regulation Section 1.401-                              1(b)(1)(ii).                       (1)     The  following  group  of  Eligible  Employees  shall  have  automatic enrollment  apply  differently  to                               them according to the provisions in (A) and (B) below:                                Participants who transferred from the KMG Chemicals, Inc. 401(k) Plan into this plan on                               01/01/2020.                               (A)    An initial pre-tax Deferral Contribution of 0% will be made for:                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            37          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                                                 (i)    Newly-eligible Employees 30 days after such Employee’s  date of hire, but no                                              sooner than such Employee’s Entry Date.                                       (ii)   Each Eligible Employee having a Reemployment Commencement Date will be                                              treated  as  follows  for  purposes  of  the  above-described  automatic  enrollment                                              contributions:                                              (I)    Shall not be automatically enrolled.                                       Note:  If  the  Employer  has  elected  a  QACA  in  Option  1.07(a)(6)(D),  then  after  the                                       effective date of this election, any Participant automatically enrolled under the Plan who                                       was automatically enrolled under the QACA at the time of leaving employment shall be                                       automatically  enrolled  at  the  same  rate  in  effect  immediately  prior  to  his  leaving                                       employment  plus  any  increases  missed  in  accordance  with  paragraph  (B)  below  (if                                       applicable) prior to his Reemployment.                       (2)     The  following  group  of  Eligible  Employees  shall  have  automatic  enrollment  apply  differently  to                               them according to the provisions in (A) and (B) below:                                Employees with an Employment Commencement Date prior to 01/01/2013.                               (A)    An initial pre-tax Deferral Contribution of 0% will be made for:                                       (i)    Newly-eligible Employees 30 days after such Employee’s  date of hire, but no                                              sooner than such Employee’s Entry Date.                                       (ii)   Each Eligible Employee having a Reemployment Commencement Date will be                                              treated  as  follows  for  purposes  of  the  above-described  automatic  enrollment                                              contributions:                                              (I)    Shall not be automatically enrolled.                                       Note:  If  the  Employer  has  elected  a  QACA  in  Option  1.07(a)(6)(D),  then  after  the                                       effective date of this election, any Participant automatically enrolled under the Plan who                                       was automatically enrolled under the QACA at the time of leaving employment shall be                                       automatically  enrolled  at  the  same  rate  in  effect  immediately  prior  to  his  leaving                                       employment  plus  any  increases  missed  in  accordance  with  paragraph  (B)  below  (if                                       applicable) prior to his Reemployment.       (3) The following is added at the end of Subsection 1.18(a) as a new Subsection 1.18(a)(1) and supersedes Article 9 to the          extent required:                               (1)     Loan  not  Due  on  Termination. If  a  Participant  with  an  outstanding  loan  balance                                      terminates  employment  with  the  Employer  and  all  Related  Employers,  the  outstanding                                      principal and accrued interest on such loan shall not be immediately due and payable as                                      provided in Section 9.11 of the Basic Plan Document. Instead, such loan shall continue to                                      be payable in accordance with the provisions of the loan note and Article 9 of the Basic                                      Plan Document.                (4) The following replaces Section 19.05:         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, from the suspense account described in this Section, if any, 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.                                                                       Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            38          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                   Amounts  a  service  provider  agrees  to  credit  to  the  Plan  in  recognition  of  the  service  provider’s  compensation  for  Plan         services will be allocated to the Accounts of Participants and Beneficiaries pro rata based on their Account balances in the         Trust  excluding  amounts  invested  in  a  loan  pursuant  to  Article  9.  Any  amounts  so  allocated  shall  not  constitute  “annual         additions” (as defined in Subsection 6.01(a)) under the Plan.                                                                        Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            39          





 






DocuSign Envelope ID: 03E7BDF3-EECC-4971-8B9A-5AC49BAEDC98                   Volume Submitter Defined Contribution Plan                                        ADDENDUM TO ADOPTION AGREEMENT                                        FIDELITY BASIC PLAN DOCUMENT No. 17                                           RE: American Taxpayer Relief Act of 2012                                                                      Plan Name: Cabot Microelectronics Corporation 401(k) Plan         Fidelity 5-digit Plan Number: 47607         PREAMBLE         Adoption and Effective Date of Amendment.  This amendment of the Plan is adopted to reflect certain provisions of the         American Taxpayer Relief Act of 2012 (“ATRA”).  This amendment is intended as good faith compliance with the ATRA         and is to be construed in accordance with applicable guidance.  This amendment shall be effective with respect to Fidelity’s         Volume Submitter plan as provided below.          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.          (a)       In-Plan Roth Conversions.  In accordance with Article 5 of the Basic Plan Document and as may be limited in                    (2) below, any Participant who is still employed by the Employer may elect to have any part of the below-listed                    portions of his Account, which is fully vested, not part of an outstanding loan balance pursuant to Article 9 of                    the Basic Plan Document, not currently distributable and not “designated Roth contributions” under the Plan, be                    considered “designated Roth contributions” for purposes of the Plan.  This subsection (a) shall be effective to                    permit such conversions on and after the following effective date: ________________ (can be no earlier than                    January 1, 2013).              (1)   The following sub-accounts are available to be converted:  __________________________________________.               (2)       A Participant may not make an In-Plan Roth Conversion more frequently than: _________________.                                                                 Amendment Execution         IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this _____ day of ________________,         ______.         Employer:  Cabot Microelectronics Corporation          Employer:   Cabot Microelectronics Corporation         By:                                                    By:                                                Title:                                                 Title:                                             Note: Only one authorized signature is required to execute this Adoption Agreement unless the Employer's corporate policy         mandates two authorized signatures.          Accepted by:  Fidelity Management Trust Company, as Trustee         By:                                                     Date:                                                                                                                                                                                 Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                               47607-1577787156AA                                                      2014 FMR LLC                                                     All rights reserved.                                                            40          





 






DocuSign Envelope ID: FE031268-7BCA-4872-88AF-7A4BEF2293D6          1.17   PREDECESSOR EMPLOYER SERVICE               (a)           Service for purposes of eligibility in Subsection 1.04(b) and vesting in Subsection 1.16 of this Plan                               shall include service with the following predecessor employer(s):                               Cabot Corporation                              Rippe Corporation                              Cabot Microelectronics Polishing Corporation          Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                              47607-1578474062AA                                                     2014 FMR LLC                                                    All rights reserved.                                                            1





 






DocuSign Envelope ID: FE031268-7BCA-4872-88AF-7A4BEF2293D6          1.19   IN-SERVICE WITHDRAWALS               Participants may make withdrawals prior to termination of employment under the following circumstances:               (a)           Hardship Withdrawals - Hardship withdrawals shall be allowed in accordance with Section 10.05                               of the Basic Plan Document, subject to a $500.00 minimum amount.                       (1)    Hardship withdrawals will be permitted from:                              (A)           A Participant's Deferral Contributions Account only.                              (B)           The  Accounts specified in the In-Service Withdrawals Addendum. Please                                              complete Section (c) of the In-Service Withdrawals Addendum.               (b)           Age 59 1/2 - Participants shall be entitled to receive a distribution of all or any portion of the                               following Accounts upon attainment of age 59 1/2:                       (1)           Deferral Contributions Account.                       (2)           All vested Account balances.                (c)   Withdrawal of Employee Contributions, Rollover Contributions and certain other contributions                       (1)    Unless otherwise provided below, Employee Contributions may be withdrawn in accordance with                               Section 10.02 of the Basic Plan Document at any time.                              (A)           Employees  may  not make  withdrawals of Employee Contributions more                                              frequently than:                                             ____________________________________________________________                        (2)    Rollover Contributions may be withdrawn in accordance with Section 10.03 of the Basic Plan                               Document at any time.                       (3)    Active Military Distribution (HEART Act) - Certain contributions restricted from distribution                               only due to Code Section 401(k)(2)(B)(i)(I) may be withdrawn by Participants performing military                               service in accordance with Section 10.01 of the Basic Plan Document at any time.                (d)           Qualified Disaster Distribution – One or more Qualified Disaster Distributions shall be allowed in                               accordance with Section 10.08 of the Basic Plan Document.  Please complete the In-Service                               Withdrawals Addendum  to the Adoption Agreement identifying each such Qualified Disaster                               Distribution.                (e)           Qualified Reservist Distribution - A Qualified Reservist Distribution shall be allowed in                               accordance with Section 10.09 of the Basic Plan Document.                (f)           Age 62 Distribution of Money Purchase Benefits - A Participant who has attained at least age 62,                               shall be entitled to receive a distribution of all or any portion of the vested amounts attributable to                               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.  (Choose only                               if Option 1.20(d)(1)(B) is selected.)           Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                              47607-1578474062AA                                                     2014 FMR LLC                                                    All rights reserved.                                                            2





 






DocuSign Envelope ID: FE031268-7BCA-4872-88AF-7A4BEF2293D6                 (g)            Additional In-Service Withdrawal Provisions - Benefits are payable as (check the appropriate                               box(es)):                        (1)           an in-service withdrawal of vested amounts attributable to Employer Contributions                                       maintained in a Participant's Account (check (A) and/or (B)):                               (A)           for at least __________ (24 or more) months.                                      (i)           Special restrictions apply to such in-service withdrawals, see the In-                                                     Service Withdrawals Addendum to the Adoption Agreement.                              (B)           after the Participant has at least 60 months of participation.                                      (i)           Special restrictions apply to such in-service withdrawals, see the In-                                                     Service Withdrawals Addendum to the Adoption Agreement.                       (2)           another in-service withdrawal option that is permissible under the Code.  Please complete                                       the In-Service Withdrawals Addendum to the Adoption Agreement identifying the in-                                      service withdrawal option(s).               Note: Any withdrawal indicated in this Section may be a "protected benefit" under Code Section 411(d)(6) which                can be eliminated only to the extent permitted by applicable guidance.          Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                              47607-1578474062AA                                                     2014 FMR LLC                                                    All rights reserved.                                                            3





 






DocuSign Envelope ID: FE031268-7BCA-4872-88AF-7A4BEF2293D6                                              AMENDMENT EXECUTION PAGE          Plan Name:     Cabot Microelectronics Corporation 401(k) Plan (the "Plan")        Employer:      Cabot Microelectronics Corporation         [Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or makes a new         election(s) in this Adoption Agreement.  Attach the amended page(s) of the Adoption Agreement to these execution pages.]                The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:                                    Section Amended                                Effective Date                                        1.17                                        02/01/2020                                        1.19                                        02/01/2020                           Participating Employers Addendum                         02/01/2020                 IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date given below.             Employer:     Cabot Microelectronics Corporation   Employer:   Cabot Microelectronics Corporation               By:           _________________________            By:         ______________________                           Director, Total Rewards            Title:        _________________________            Title:      ______________________                             1/22/2020 | 3:44:48 PM CST            Date:         _________________________            Date:       ______________________        Note: Only one authorized signature is required to execute this Adoption Agreement unless the Employer's corporate policy         mandates two authorized signatures.         Accepted by:   Fidelity Management Trust Company, as Trustee                                                                                                                               By:         _________________________             Date:      ______________________1/22/2020 | 10:20:20 PM EST                     Authorized Signatory        Title:      _________________________          Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                              47607-1578474062AA                                                     2014 FMR LLC                                                    All rights reserved.                                                            4





 






DocuSign Envelope ID: FE031268-7BCA-4872-88AF-7A4BEF2293D6                                                                                                        PARTICIPATING EMPLOYERS ADDENDUM                                                            for        Plan Name: Cabot Microelectronics Corporation 401(k) Plan         Note: All participating employers must be a business entity of a type recognized under Treasury Regulation Section         301.7701-2(a).         (a)           Only the following Related Employers (as defined in Subsection 2.01(rr) of the Basic Plan Document)                        participate in the Plan (list each participating Related Employer and its Employer Tax Identification                        Number):                       QED Technologies International, 20-5040463                       KMG Chemicals, Inc., 75-2640529                       KMG Electronic Chemicals, Inc., 26-1413344                       KMG-Bernuth, Inc., 52-1577844        (b)           All Related Employer(s) as defined in Subsection 2.01(rr) of the Basic Plan Document participate in the                        Plan.                                  Volume Submitter Defined Contribution Plan – 10/2014                                               PS Plan                                                                                              47607-1578474062AA                                                     2014 FMR LLC                                                    All rights reserved.                                                            5





 






DocuSign Envelope ID: 47B3038F-7E47-4CD1-B47C-D0E8FA12A19C             1.02 EMPLOYER                   (a)   Employer Name: Cabot Microelectronics Corporation                   (b)   The term “Employer” includes the following Related Employer(s) (as defined in Section                  2.01(a)(25)) participating in the Plan:                         QED Technologies International, 20-5040463                        KMG Chemicals, Inc., 75-2640529                        KMG Electronic Chemicals, Inc., 26-1413344                        KMG-Bernuth, Inc., 52-1577844                        KMG Val-Tex, LLC.,47-3886753                        Sealweld (USA), Inc., 87-0709414                        Flowchem, LLC 76-0671682                              FLX, Inc., 74-3087123                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    Plan Number: 44172                                               ECM NQ 2007 AA                        (07/2007) 





 






DocuSign Envelope ID: 47B3038F-7E47-4CD1-B47C-D0E8FA12A19C                                                                                                                                               AMENDMENT EXECUTION PAGE                          Plan Name: Cabot Microelectronics Corporation Supplemental Employee Retirement Plan (the “Plan”)             Employer: Cabot Microelectronics Corporation                   (Note: These execution pages are to be completed in the event the Employer modifies any prior                  election(s) or makes a new election(s) in this Adoption Agreement. Attach the amended page(s)                  of the Adoption Agreement to these execution pages.)                          Section Amended                           Effective Date                                                         03/01/2020           1.02(b)                                   _________________________                          IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.                                                                   Cabot Microelectronics Corporation                                         Employer:   ___________________________________                                           By:  _________________________________________                                                    Director, Global Total Rewards                                         Title:  ________________________________________                                                           February 19, 2020 | 12:59 PM CST                                         Date:  ________________________________________              Plan Number: 44172                                               ECM NQ 2007 AA                        (07/2007)