Exhibit 10.1


 


WALKER & DUNLOP, INC.


DEFERRED COMPENSATION PLAN


 


Walker & Dunlop, Inc., a Maryland corporation
(the “Company”), hereby establishes the Walker & Dunlop, Inc. Deferred Compensation Plan (the “Plan”),
effective January 1, 2020 (the “Effective Date”), for the purpose of attracting and retaining high quality executives
and Directors, and promoting in them increased efficiency and an interest in the successful operation of the Company. The Plan
is intended to, and shall be interpreted to, comply in all respects with Code Section 409A and those provisions of ERISA applicable
to an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management
or highly compensated employees.”


 


ARTICLE I


DEFINITIONS


 


1.1             
 “Account” or “Accounts” shall mean the bookkeeping account or accounts established
under this Plan pursuant to Article 4.


 


1.2             
“Base Salary” shall mean a Participant’s annual base salary, excluding incentive and discretionary
bonuses, commissions, reimbursements and other non-regular remuneration, received from the Company prior to reduction for any salary
deferrals under benefit plans sponsored by the Company, including but not limited to, plans established pursuant to Code Section
125 or qualified pursuant to Code Section 401(k).


 


1.3             
“Beneficiary” or “Beneficiaries” shall mean the person, persons or entity designated
as such pursuant to Section 7.1.


 


1.4             
“Board” shall mean the Board of Directors of the Company.


 


1.5             
“Bonus(es)” shall mean amounts paid to the Participant by the Company in the form of discretionary or
annual incentive compensation or any other bonus designated by the Committee, before reductions for contributions to or deferrals
under any pension, deferred compensation or benefit plans sponsored by the Company. Notwithstanding the foregoing, the amount
of any Bonus subject to a deferral election under this Plan shall be calculated after reduction for any deferrals made by
the Participant to the Company’s Management Deferred Stock Unit Purchase Plan with respect to the applicable incentive compensation
or other bonus amount.


 


1.6             
“Change in Control Event” means a “change in the ownership,” “change in effective control,”
or “change in the ownership of a substantial portion of the assets,” as determined in accordance with Treas. Reg. § 1.409A-3(i)(5),
including without limitation the identification of the relevant corporation to which a “change in control event” must
relate under Treas. Reg. § 1.409A-3(i)(5)(ii).


 






     


     


    

 


1.7            
“Code” shall mean the Internal Revenue Code of 1986, as amended, as interpreted by Treasury regulations
and applicable authorities promulgated thereunder.


 


1.8             
“Committee” shall mean the person or persons appointed by the Board to administer the Plan in accordance
with Article 9; provided, that, the Board and the Compensation Committee of the Board may also act as the Committee.


 


1.9            
“Commissions” shall mean commissions payable to the Participant for the applicable Plan Year (as determined
by the Committee in compliance with Code Section 409A) before reductions for contributions to or deferrals under any pension, deferred
compensation or benefit plans sponsored by the Company. Notwithstanding the foregoing, the amount of any Commissions subject to
a deferral election under this Plan shall be calculated after reduction for any deferrals made by the Participant to the Company’s
Management Deferred Stock Unit Purchase Plan with respect to the applicable commissions.


 


1.10         
“Company Contributions” shall mean the discretionary contributions that may be made by the Company pursuant
to Section 3.3.


 


1.11         
“Company Contribution Account” shall mean the Account maintained for the benefit of the Participant that
is credited with Company Contributions, if any, pursuant to Section 4.2.


 


1.12          
“Compensation” shall mean all amounts eligible for deferral for a particular Plan Year under Section
3.1.


 


1.13          
“Crediting Rate” shall mean the notional gains and losses credited on the Participant’s Account
balance that are based on the Participant’s choice among the investment alternatives made available by the Committee pursuant
to Section 3.4 of the Plan.


 


1.14         
“Deferral Account” shall mean an Account maintained for each Participant that is credited with Participant
deferrals pursuant to Section 4.1.


 


1.15         
“Director” shall mean a non-employee member of the Board.


 


1.16         
“Director’s Fees” shall mean cash compensation for services as a member of the Board, a Board committee
or as Lead Director, excluding reimbursement of expenses or other non-regular forms of compensation, before reductions for
contributions to or deferrals under any deferred compensation plan sponsored by the Company. Notwithstanding the foregoing, the
amount of any Director’s Fees subject to a deferral election under this Plan shall be calculated after reduction for any
deferrals made by the Participant to the Company’s Deferred Compensation Plan for Non-Employee Directors with respect to
such fees. The Committee may, in its discretion, provide for separate Participant Elections for the portion of the Director’s
Fees that serves as a cash retainer and the portion of the Director’s Fees that reflects cash meeting fees.


 






     


     


    

 


1.17          “Disability”
or “Disabled” shall mean (consistent with the requirements of Code Section 409A) that the Participant (a)
is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or
(b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of
not less than three months under an accident and health plan covering employees of the Participant’s Employer. For
purposes of this Plan, a Participant shall be Disabled if (a) determined to be totally disabled by the Social Security
Administration, or (b) determined to be disabled in accordance with the applicable disability insurance program of such
Participant’s Employer, provided that the definition of “disability” applied under such disability
insurance program complies with the requirements of this definition.


 


1.18         
“Distributable Amount” shall mean the vested balance in the applicable Account as determined under Article
4.


 


1.19         
“Eligible Executive” shall mean a highly compensated or management-level employee or Director of an Employer
selected by the Committee to be eligible to participate in the Plan.


 


1.20         
“Employer(s)” shall be defined
as follows:


 


(a)             
Except as otherwise provided in part (b) of this Section, the term “Employer” shall mean the Company and/or
any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate
in the Plan and have adopted the Plan as a sponsor. 


 


(b)              
For the purpose of determining whether a Participant has experienced a Separation from Service, the term “Employer”
shall mean:


 


(1)              
The entity for which the Participant performs services and with respect to which the legally binding right to compensation
deferred or contributed under this Plan arises; and


 


(2)              
All other entities with which the entity described above would be aggregated and treated as a single employer under Code
Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of trades or businesses, whether or not incorporated,
under common control), as applicable. In order to identify the group of entities described in the preceding sentence, the Committee
shall use an ownership threshold of at least 50% as a substitute for the 80% minimum ownership threshold that appears in, and otherwise
must be used when applying, the applicable provisions of (A) Code Section 1563 for determining a controlled group of corporations
under Code Section 414(b), and (B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are under common
control under Code Section 414(c).


 


1.21         
 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, including Department
of Labor and Treasury regulations and applicable authorities promulgated thereunder.


 






     


     


    

 


1.22         
“Financial Hardship” shall mean a severe financial hardship to the Participant resulting from an illness
or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152, without regard
to Code Section 152(b)(1), (b)(2), and (d)(1)(B))) of the Participant, loss of the Participant’s property due to casualty,
or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant,
but shall in all events correspond to the meaning of the term “unforeseeable emergency”
under Code Section 409A.


 


1.23         
“Fund” or “Funds” shall mean one or more of the investments selected by the Committee
pursuant to Section 3.4 of the Plan.


 


1.24         
“Hardship Distribution” shall mean an accelerated distribution of benefits or a cancellation of deferral
elections pursuant to Section 6.6 to a Participant who has suffered a Financial Hardship.


 


1.25         
“Interest Rate” shall mean, for each Fund, the rate of return derived from the net gain or loss on the
assets of such Fund, as determined by the Committee.


 


1.26         
“LTIP Amounts” shall mean any portion of the cash compensation attributable to a Plan Year that is earned
by a Participant under a long-term incentive plan or any other long-term incentive arrangement designated by the Committee, before
reductions for contributions to or deferrals under any pension, deferred compensation or benefit plans sponsored by the Company.


 


1.27         
“Participant” shall mean any Eligible Executive who becomes a Participant in this Plan in accordance
with Article 2.


 


1.28         
“Participant Election(s)” shall mean the forms or procedures by which a Participant makes elections with
respect to (a) voluntary deferrals of his/her Compensation, (b) the Funds in which the Participant’s Accounts shall be deemed
to be invested, which shall act as the basis for crediting of interest on Account balances, and (c) the form and timing of distributions
from Accounts. Participant Elections may take the form of an electronic communication followed by appropriate confirmation according
to specifications established by the Committee.


 


1.29         
“Payment Date” shall mean the date by which a total distribution of the Distributable Amount shall become
payable or the date by which installment payments of the Distributable Amount shall commence, determined as follows:


 


(a)              
For benefits triggered by the Participant’s Separation from Service, the Payment Date shall be the first business
day of the seventh month directly following the month in which the Separation from Service occurs, and the applicable amount shall
be calculated as of the last business day of the sixth month following the month in which the Separation from Service occurs. Subsequent
installments, if any, shall be made in June of each Plan Year following the Plan Year in which the initial installment payment
was payable and shall be calculated as of the last business day of the preceding May;


 






     


     


    

 


(b)              
For benefits triggered by (i) the death of a Participant or (ii) the Disability of a Participant prior to Separation from
Service, the Payment Date shall be the first business day of the month commencing after the month in which the event triggering
the payout occurs, and the applicable amount shall be calculated as of the last business day of the month in which the event triggering
the payout occurs. In the case of death, the Committee shall be provided with documentation reasonably necessary to establish the
fact of the Participant’s death; and


 


(c)              
The Payment Date of a Scheduled Distribution shall be the first business day of June of the Plan Year in which the distribution
is scheduled to commence, and the applicable Distributable Amount shall be calculated as of the last business day of the preceding
May. Subsequent installments, if any, shall be calculated as of the last business day of May of each succeeding Plan Year after
the initial calculation, and shall be made in June of each Plan Year following the Plan Year in which the initial installment payment
was payable.


 


Payments may be made following the applicable
Payment Date, provided such payments are made in accordance with Code Section 409A, including without limitation Treas. Reg. §1.409A-3(d).


 


1.30         
“Performance-Based Compensation” shall mean cash compensation the entitlement to or amount of which is
contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period
of at least 12 consecutive months, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(e).


 


1.31         
“Plan Year” shall mean the calendar year.


 


1.32         
“Retirement” shall mean the Participant’s Separation from Service after having attained age sixty-two
(62).


 


1.33         
“Scheduled Distribution” shall mean a scheduled distribution date elected by the Participant for distribution
of amounts from the Deferral Account (or, where permitted by the Committee, as to a Company Contribution), including notional earnings
thereon, as provided under Section 6.5.


 


1.34         
 “Separation from Service” shall mean a termination of services provided by a Participant to his or her
Employer, whether voluntarily or involuntarily, other than by reason of death or Disability, as determined by the Committee in
accordance with Treas. Reg. §1.409A-1(h). In determining whether a Participant has experienced a Separation from Service,
the following provisions shall apply:


 


(a)               For
a Participant who provides services to an Employer as an employee, except as otherwise provided in part (c) of this Section,
a Separation from Service shall occur when such Participant has experienced a termination of employment with such Employer. A
Participant shall be considered to have experienced a termination of employment when the facts and circumstances indicate
that the Participant and his or her Employer reasonably anticipate that either (i) no further services will be performed for
the Employer after a certain date, or (ii) that the level of bona fide services the Participant will perform for the Employer
after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the
average level of bona fide services performed by such Participant (whether as an employee or an independent contractor) over
the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been
providing services to the Employer less than 36 months).


 






     


     


    

 


If a Participant is on
military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Participant and the Employer
shall be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as
the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of
a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does not retain a right
to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for
purposes of this Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this
paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the
Participant will return to perform services for the Employer.


 


(b)              
For a Participant, if any, who provides services to an Employer as an independent contractor, except as otherwise provided
in part (c) of this Section, a Separation from Service shall occur upon the expiration of the contract (or in the case of more
than one contract, all contracts) under which services are performed for such Employer, provided that the expiration of such contract(s)
is determined by the Committee to constitute a good-faith and complete termination of the contractual relationship between the
Participant and such Employer.


 


(c)              
For a Participant, if any, who provides services to an Employer as both an employee and an independent contractor, a Separation
from Service generally shall not occur until the Participant has ceased providing services for such Employer as both an employee
and as an independent contractor, as determined in accordance with the provisions set forth in parts (a) and (b) of this Section,
respectively.


 


Notwithstanding the foregoing
provisions in this part (c), if a Participant provides services for an Employer as both an employee and as a Director, to the extent
permitted by Treas. Reg. §1.409A-1(h)(5) the services provided by such Participant as a Director shall not be taken into account
in determining whether the Participant has experienced a Separation from Service as an employee, and the services provided by such
Participant as an employee shall not be taken into account in determining whether the Participant has experienced a Separation
from Service as a Director.


 


1.35         
 “Termination of Service” shall mean a Participant’s Separation from Service that does not
qualify as a Retirement.


 


1.36         
“Trust” shall mean a grantor trust that may be established by the Company for the purpose of providing
for payment of benefits under the Plan.


 






     


     


    

 


ARTICLE II


PARTICIPATION


 


2.1             
Enrollment Requirements; Commencement of Participation




 


(a)              
As a condition to participation, each Eligible Executive shall complete, execute and return to the Committee the appropriate
Participant Elections, as well as such other documentation and information as the Committee reasonably requests, by the deadline(s)
established by the Committee. In addition, the Committee shall establish from time to time such other enrollment requirements as
it determines, in its sole discretion, are necessary.


 


(b)              
Each Eligible Executive shall commence participation in the Plan on the date that the Committee determines that the Eligible
Executive has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required
documents to the Committee within the specified time period.


 


(c)              
If an Eligible Executive fails to meet all requirements established by the Committee within the period required for a particular
Plan Year, that Eligible Executive shall not be eligible to participate in the Plan during such Plan Year.


 


 


ARTICLE III


CONTRIBUTIONS
 & DEFERRAL ELECTIONS


 


3.1             
Elections to Defer Compensation. Elections to defer Compensation shall take the form of a whole percentage (which
amounts shall be reduced for applicable payroll withholding requirements for Social Security and income taxes and employee benefit
plans, as determined in the sole and absolute discretion of the Committee) of up to a maximum of:


 


		(a)	75% of Base Salary,
		(b)	100% of Bonuses,
		(c)	100% of LTIP Amounts,
		(d)	100% of Commissions and
		(e)	100% of Director’s Fees.



 


To the extent applicable,
deferrals under this Plan shall be calculated after reduction for any deferrals under the Company’s Management Deferred Stock
Unit Purchase Plan and the Company’s Deferred Compensation Plan for Non-Employee Directors.


 


The Committee may,
in its sole discretion, adjust for subsequent Plan Years on a prospective basis the maximum deferral percentages described in
this Section for one or more types of Compensation (including, without limitation, for particular types of Bonuses) and for
one or more subsequent Plan Years; such revised deferral percentages shall be indicated on a Participant Election form
approved by the Committee. Notwithstanding the foregoing, in no event shall the maximum deferral percentages be adjusted
after the last date on which deferral elections for the applicable type(s) of Compensation must be submitted and become
irrevocable in accordance with Section 3.2 below and the requirements of Code Section 409A.


 






     


     


    

 


In the event that, after
taking into account a Participant’s deferral elections under the Company’s Management Deferred Stock Unit Purchase
Plan or the Deferred Compensation Plan for Non-Employee Directors, as applicable, the amount of Bonuses, Commissions or Director’s
Fees deferred under this Plan exceeds 100% of such Participant’s Bonuses, Commissions or Director’s Fees, as applicable,
the Committee shall reduce each such deferral election under this Plan so that the total amount deferred under all such plans equals
100%.


 


The Committee may determine
that one or more types of Compensation shall not be made available for deferral for one or more subsequent Plan Years and, consistent
with such determination, the impacted types of Compensation shall not appear on a Participant Election form.


 


3.2             
Timing of Deferral Elections; Effect of Participant Election(s).


 


(a)              
General Timing Rule for Deferral Elections. Except as otherwise provided in this Section 3.2, in order for a Participant
to make a valid election to defer Compensation, the Participant must submit Participant Election(s) on or before the deadline established
by the Committee, which shall be no later than the December 31st preceding the Plan Year in which such compensation
will be earned.


 


Any deferral election
made in accordance with this Section 3.2(a) shall be irrevocable; provided, however, that if the Committee permits or requires
Participants to make a deferral election by the deadline described above for an amount that qualifies as Performance-Based Compensation,
the Committee may permit a Participant to subsequently change his or her deferral election for such compensation by submitting
new Participant Election(s) in accordance with Section 3.2(c) below.


 


(b)              
Timing of Deferral Elections for New Plan Participants. An Eligible Executive who first becomes eligible to participate
in the Plan on or after the beginning of a Plan Year, as determined in accordance with Treas. Reg. §1.409A-2(a)(7)(ii) and
the “plan aggregation” rules provided in Treas. Reg. §1.409A-1(c)(2), may be permitted to make an election to
defer the portion of Compensation attributable to services to be performed after such election, provided that the Participant submits
Participant Election(s) on or before the deadline established by the Committee, which in no event shall be later than thirty (30)
days after the Participant first becomes eligible to participate in the Plan.


 


If a deferral election made in accordance
with this Section 3.2(b) relates to Compensation earned based upon a specified performance period, the amount eligible for deferral
shall be equal to (i) the total amount of Compensation for the performance period, multiplied by (ii) a fraction, the numerator
of which is the number of days remaining in the service period after the Participant’s deferral election is made, and the
denominator of which is the total number of days in the performance period.


 


Any deferral election made in accordance
with this Section 3.2(b) shall become irrevocable no later than the 30th day after the date the Participant first becomes
eligible to participate in the Plan.


 






     


     


    

 


(c)              
Timing of Deferral Elections for Performance-Based Compensation. Subject to the limitations described below, the
Committee may determine that an irrevocable deferral election for an amount that qualifies as Performance-Based Compensation may
be made by submitting Participant Election(s) on or before the deadline established by the Committee, which in no event shall be
later than six (6) months before the end of the performance period on which such Performance-Based Compensation is based.


 


In order for a Participant to be eligible
to make a deferral election for Performance-Based Compensation in accordance with the deadline established pursuant to this Section
3.2(c), the Participant must have performed services continuously from the later of (i) the beginning of the performance period
for such compensation, or (ii) the date upon which the performance criteria for such compensation are established, through the
date upon which the Participant makes the deferral election for such compensation. In no event shall a deferral election submitted
under this Section 3.2(c) be permitted to apply to any amount of Performance-Based Compensation that has become readily ascertainable.


 


(d)              
Timing Rule for Deferral of Compensation Subject to Risk of Forfeiture. Notwithstanding Section 3.2(a), with respect
to Compensation (i) to which a Participant has a legally binding right to payment in a subsequent year, and (ii) that is subject
to a forfeiture condition requiring the Participant’s continued services for a period of at least twelve (12) months from
the date the Participant obtains the legally binding right, the Committee may determine that an irrevocable deferral election for
such Compensation may be made by timely delivering Participant Election(s) to the Committee in accordance with its rules and procedures,
no later than the 30th day after the Participant obtains the legally binding right to the Compensation, provided that
the election is made at least twelve (12) months in advance of the earliest date at which the forfeiture condition could lapse,
as determined in accordance with Treas. Reg. §1.409A-2(a)(5).


 


Any deferral election(s) made in accordance
with this Section 3.2(d) shall become irrevocable no later than the 30th day after the Participant obtains the legally
binding right to the Compensation subject to such deferral election(s).


 


(e)              
Separate Deferral Elections for Each Plan Year. In order to defer Compensation for a Plan Year, a Participant must
submit a separate deferral election with respect to Compensation for such Plan Year by affirmatively filing a Participant Election
during the enrollment period established by the Committee prior to the beginning of such Plan Year (or at such other time contemplated
under this Section 3.2), which election shall be effective on the first day of the next following Plan Year (unless otherwise specified
on the Participant Election).


 


3.3              Company
Contributions. The Company shall have the discretion to make Company Contributions to the Plan at any time and in any
amount on behalf of any Participant, which amount shall be subject to the terms selected by the Company, including vesting
terms. Company Contributions shall be made in the complete and sole discretion of the Company and no Participant shall have
the right to receive any Company Contribution in any particular Plan Year regardless of whether Company Contributions
are made on behalf of other Participants. The Company may, in its sole discretion, permit Participants to separately elect
the time and/or form of distribution for one or more Company Contributions pursuant to a Participant Election filed during an
enrollment period established by the Committee. Any such distribution election for a Company Contribution shall comply with
the timing requirements under Section 3.2 above or as otherwise permitted in accordance with Code Section 409A, and such
distribution election shall only apply to the identified Company Contribution.


 






     


     


    

 


3.4             
Investment Elections.


 


(a)              
Participant Designation. At the time of entering the Plan and/or of making a deferral election under the Plan, the
Participant shall designate, on a Participant Election provided by the Committee, the Funds in which the Participant’s Accounts
shall be deemed to be invested for purposes of determining the amount of earnings and losses to be credited to each Account. The
Participant may specify that all or any percentage of his or her Accounts shall be deemed to be invested, in whole percentage increments,
in one or more of the Funds selected as alternative investments under the Plan from time to time by the Committee pursuant to subsection
(b) of this Section. If a Participant fails to make an election among the Funds as described in this section, the Participant’s
Account balance shall automatically be allocated into a Fund determined by the Committee in its sole discretion. A Participant
may change any designation made under this Section as permitted by the Committee by filing a revised election, on a Participant
Election provided by the Committee. Notwithstanding the foregoing, the Committee, in its sole discretion, may impose limitations
on the frequency with which one or more of the Funds elected in accordance with this Section may be added or deleted by such Participant;
furthermore, the Committee, in its sole discretion, may impose limitations on the frequency with which the Participant may change
the portion of his or her Account balance allocated to each previously or newly elected Fund.


 


(b)              
Investment Funds. The Committee may select, in its sole and absolute discretion, each of the types of commercially
available investments communicated to the Participant pursuant to subsection (a) of this Section to be the Funds. The Interest
Rate of each such commercially available investment shall be used to determine the amount of earnings or losses to be credited
to the Participant’s Account under Article IV. The Participant’s choice among investments shall be solely for purposes
of calculation of the Crediting Rate on Accounts. The Company and the Employers shall have no obligation to set aside or invest
amounts as directed by the Participant and, if the Company and/or the Employer elects to invest amounts as directed by the Participant,
the Participant shall have no more right to such investments than any other unsecured general creditor.


 


3.5             
Distribution Elections.


 


(a)              
Initial Election. At the time of making a deferral election under the Plan, the Participant shall designate the time
and form of distribution of deferrals made pursuant to such election (together with any earnings credited thereon) from among the
alternatives specified under Article VI for the applicable distribution. Such distribution election(s) for a given Plan Year shall
relate solely to that Plan Year. A new distribution election may be made at the time of subsequent deferral elections with respect
to deferrals in Plan Years beginning after the election is made, in accordance with the Participant Election forms.


 






     


     


    

 


(b)              
Company Contribution Election. The Company may, in its sole discretion, permit a separate distribution election,
including the election of a Scheduled Distribution, for one or more Company Contributions pursuant to a Participant Election filed
during an enrollment period established by the Committee; any such distribution election shall comply with the timing requirements
under Section 3.2 above or as otherwise permitted in accordance with Code Section 409A, and such separate distribution election
shall only apply to the identified Company Contribution(s). Notwithstanding the foregoing, in the event that a separate
distribution election is not submitted for a Company Contribution, the initial distribution election made by the Participant under
sub-section (a) above for Compensation deferrals for the applicable Plan Year shall also apply to such Company Contribution, except
that no portion of such Company Contribution shall be subject to or paid as a Scheduled Distribution.


 


(c)              
Modification of Election. A distribution election with respect to previously deferred amounts may only be changed
under the terms and conditions specified in Code Section 409A and this Section. Except as permitted under Code Section 409A, no
acceleration of a distribution is permitted. A subsequent election that delays payment and/or changes the form of payment for a
Scheduled Distribution or for the Retirement distribution for a Plan Year shall be permitted if and only if all of the following
requirements are met:


 


(1)              
the new election does not take effect until at least twelve (12) months after the date on which the new election is made;


 


(2)              
the new election delays payment for at least five (5) years from the date that payment would otherwise have been made, absent
the new election; and


 


(3)              
in the case of payments made according to a Scheduled Distribution, the new election is made not less than twelve (12) months
before the date on which payment would have been made (or, in the case of installment payments, the first installment payment would
have been made) absent the new election.


 


For purposes of application of the above
change limitations, installment payments shall be treated as a single payment under Code Section 409A. Only one (1) change shall
be allowed to be made by a Participant with respect to each Plan Year’s election regarding the benefits to be received by
such Participant upon Retirement. Election changes made pursuant to this Section shall be made in accordance with rules established
by the Committee and shall comply with all requirements of Code Section 409A and applicable authorities.


 






     


     


    

 


ARTICLE IV


ACCOUNTS


 


4.1             
Deferral Accounts. The Committee shall establish and maintain a Deferral Account for each Participant under the Plan.
Each Participant’s Deferral Account shall be further divided into separate subaccounts (“Fund
Subaccounts”), each of which corresponds to a Fund designated pursuant to Section 3.4. A Participant’s Deferral
Account shall be credited as follows:


 


(a)              
As soon as reasonably practicable after amounts deferred from a Participant’s Compensation that would otherwise have
been payable to Participant, the Committee shall credit the Fund Subaccounts of the Participant’s Deferral Account with an
amount equal to Compensation deferred by the Participant in accordance with the designation under Section 3.4; that is, the portion
of the Participant’s deferred Compensation designated to be deemed to be invested in a Fund shall be credited to the Fund
Subaccount to be invested in that Fund;


 


(b)              
Each business day, each Fund Subaccount of a Participant’s Deferral Account shall be credited with earnings or losses
in an amount equal to that determined by multiplying the balance credited to such Fund Subaccount as of the prior day, less any
distributions valued as of the end of the prior day, by the Interest Rate for the corresponding Fund as determined by the Committee
pursuant to Section 3.4(b); and


 


(c)              
In the event that a Participant elects for a given Plan Year’s deferral of Compensation a Scheduled Distribution,
all amounts attributed to the deferral of Compensation for such Plan Year shall be accounted for in a manner which allows separate
accounting for the deferral of Compensation and investment gains and losses associated with amounts allocated to each such separate
Scheduled Distribution.


 


4.2             
Company Contribution Account. In the event that the Company determines to make a Company Contribution, the Committee
shall establish and maintain a Company Contribution Account for each Participant under the Plan; provided that nothing herein shall
obligate the Company to make any Company Contributions. Each Participant’s Company Contribution Account, if any, shall be
further divided into separate Fund Subaccounts corresponding to the Fund designated pursuant to Section 3.4(a). A Participant’s
Company Contribution Account shall be credited as follows:


 


(a)              
As soon as reasonably practicable after a Company Contribution is made, the Company shall credit the Fund Subaccounts of
the Participant’s Company Contribution Account with an amount equal to the Company Contributions, if any, made on behalf
of that Participant, that is, the proportion of the Company Contributions, if any, designated to be deemed to be invested in a
certain Fund shall be credited to the Fund Subaccount to be invested in that Fund; and


 


(b)              
Each business day, each Fund Subaccount of a Participant’s Company Contribution Account shall be credited with earnings
or losses in an amount equal to that determined by multiplying the balance credited to such Fund Subaccount as of the prior day,
less any distributions valued as of the end of the prior day, by the Interest Rate for the corresponding Fund as determined by
the Committee pursuant to Section 3.4(b).


 


(c)              
In the event that a Participant is permitted to elect a Scheduled Distribution for one or more Company Contributions, such
Company Contributions shall be accounted for in a manner which allows separate accounting for the Company Contribution and investment
earnings, gains and losses allocated to each such separate Scheduled Distribution.


 






     


     


    

 



 


4.3             
Trust. The Company shall be responsible for the payment of all benefits under the Plan. However, at its discretion,
the Company may establish a Trust. Such Trust may be irrevocable, but the assets thereof shall be subject to the claims of the
Company’s creditors. Benefits paid to the Participant from such Trust shall be considered paid by the Company for purposes
of meeting the obligations of the Company under the Plan and the Company shall have no further obligation to pay them.


 


4.4             
Statement of Accounts. The Committee shall make available to each Participant electronic statements at least quarterly
setting forth the Participant’s Account balance as of the end of each applicable period.


 


ARTICLE V


VESTING


 


5.1             
Vesting of Deferral Accounts. The Participant shall be vested at all times in amounts credited to the Participant’s
Deferral Account.


 


5.2             
Vesting of Company Contribution Account. Amounts credited to the Participant’s Company Contribution Account
shall be vested based upon the schedule or schedules determined by the Company in its sole discretion and communicated to the Participant.


 


ARTICLE VI


DISTRIBUTIONS


 


6.1             
Retirement Distributions.


 


(a)              
Timing and Form of Retirement Distributions. Except as otherwise provided herein, in the event of a Participant’s
Retirement, the Distributable Amount credited to the Participant’s Deferral Account and Company Contribution Account shall
be paid to the Participant in a lump sum on the Payment Date following the Participant’s Retirement, unless the Participant
has made an alternative benefit election on a Participant Election form on a timely basis to receive substantially equal annual
installments over up to fifteen (15) years. In accordance with a Participant Election approved by the Committee, for each Plan
Year the Participant may elect a separate form of distribution applicable upon Retirement for the deferrals attributable to such
Plan Year. In addition, in accordance with Sections 3.3 and 3.5(b), the Company may permit a separate Retirement distribution election
to be submitted by a Participant for one or more Company Contributions attributable to a Plan Year. A Participant may delay and/or
change the form of payment applicable upon Retirement for one or more Plan Years, provided any such revised election complies with
the requirements of Section 3.5(c).


 


(b)
        Retirement Following Change in Control Event. Notwithstanding any
Participant election under Section 6.1(a) to the contrary, in the event that a Participant’s Retirement occurs within
one (1) year following a Change in Control Event, the Distributable Amount credited to the Participant’s Deferral
Account and Company Contribution Account (or remaining Distributable Amount in the event installment payments have commenced
for one or more Scheduled Distributions) shall be distributed in the form of a lump sum on the Payment Date following the
Participant’s Retirement.


 






    


     


    

 


6.2             
Termination Distributions. Except as otherwise provided herein, in the event of a Participant’s Termination
of Service, the Distributable Amount credited to the Participant’s Deferral Account and Company Contribution Account shall
be paid to the Participant in a lump sum on the Payment Date following the Participant’s Termination of Service. Such lump
sum payment of the Distributable Amount shall not include any amounts subject to a Scheduled Distribution that commenced installment
payments prior to the Participant’s Termination of Service, except where such Termination of Service occurs within one (1)
year following a Change in Control Event, in which case, the remaining Distributable Amount shall include such installment payments
that have commenced prior to such Termination of Service.


 


6.3             
Disability Distributions. Except as otherwise provided herein, in the event of a Participant’s Disability prior
to Separation from Service, the Distributable Amount credited to the Participant’s Deferral Account and Company Contribution
Account shall be paid to the Participant in a lump sum on the Payment Date following the Participant’s Disability. Such lump
sum payment of the Distributable Amount shall not include any amounts subject to a Scheduled Distribution that commenced installment
payments prior to the Participant’s Disability.


 


6.4             
Death Benefits. Notwithstanding any provision in this Plan to the contrary, in the event that the Participant dies
prior to complete distribution of his or her Accounts under the Plan, the Participant’s Beneficiary shall receive a death
benefit equal to the Distributable Amount (or remaining Distributable Amount in the event installment payments have commenced)
credited to the Participant’s Deferral Account and Company Contribution Account in a lump sum on the Payment Date following
the Participant’s death.


 


6.5             
Scheduled Distributions.


 


(a)               Scheduled
Distribution Election. Participants shall be entitled to elect to receive a Scheduled Distribution from the Deferral
Account applicable to the Participant’s Compensation deferrals for a particular Plan Year. In the case of a Participant
who has elected to receive a Scheduled Distribution, commencing on the applicable Payment Date, such Participant
shall receive the Distributable Amount with respect to the applicable Plan Year’s Compensation deferrals, including
earnings thereon, which have been elected by the Participant on a Participant Election form. The Committee shall determine
the earliest commencement date that may be elected by the Participant for each Scheduled Distribution and such date shall be
indicated on the Participant Election form. No Company Contribution shall be payable as part of a Scheduled Distribution,
except where the Company has authorized the filing of a Scheduled Distribution election for one or more Company Contributions
in accordance with Sections 3.3 and 3.5(b). In the event the Company authorizes the submission of Scheduled Distribution
elections for one or more Company Contributions, the earliest commencement date for distribution of such Company
Contributions shall not precede the date upon which the applicable Company Contribution shall be fully vested. The
Participant may elect to receive the Scheduled Distribution in a single lump sum or substantially equal annual installments
over a period of up to five (5) years. A Participant may delay and/or change the form of a Scheduled Distribution, provided
such revised election complies with the requirements of Section 3.5(c).


 






    


     


    

 


(b)              
Relationship to Other Benefits.


 


(1)              
In the event of a Participant’s Retirement, Termination of Service, Disability or death prior to the initial
Payment Date for a Scheduled Distribution, such Scheduled Distribution shall not be distributed under this Section 6.5,
but rather shall be distributed in accordance with the other applicable Section of this Article VI.


 


(2)              
In the event of a Participant’s Retirement, Termination of Service or Disability after one or more Scheduled
Distributions has commenced installment payments on the applicable Payment Date, such Scheduled Distribution(s) shall continue
to be paid at the same time and in the same form as if the Retirement, Termination of Service or Disability, as applicable, had
not occurred; provided, however, that if a Retirement or Termination of Service occurs within one (1) year of a Change in
Control Event, any Scheduled Distributions that had commenced installment payments prior to such Retirement or Termination of Service
shall become distributable in a lump sum in accordance with Section 6.1(b) or Section 6.2, as applicable.


 


(3)              
In the event of a Participant’s death after one or more Scheduled Distributions has commenced installment payments
on the applicable Payment Date, the remaining Distributable Amount of such Scheduled Distribution(s) shall be distributed in accordance
with Section 6.4.


 


6.6             
Hardship Distributions. Upon a finding that the Participant has suffered a Financial Hardship, in accordance with
Code Section 409A, the Committee may, at the request of the Participant, accelerate distribution of benefits and/or approve cancellation
of deferral elections under the Plan, subject to the following conditions:


 


(a)              
The request to take a Hardship Distribution shall be made by filing a form provided by and filed with the Committee prior
to the end of any calendar month.


 


(b)              
Upon a finding that the Participant has suffered a Financial Hardship in accordance with Treasury Regulations promulgated
under Code Section 409A, the Committee may, at the request of the Participant, accelerate distribution of benefits and/or approve
cancellation of current deferral elections under the Plan in the amount reasonably necessary to alleviate such Financial Hardship.
The amount distributed pursuant to this Section with respect to the Financial Hardship shall not exceed the amount necessary to
satisfy such Financial Hardship, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after
taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance
or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself
cause severe financial hardship).


 






    


     


    

 


(c)              
The amount (if any) determined by the Committee as a Hardship Distribution shall be paid in a single cash lump sum as soon
as practicable after the end of the calendar month in which the Hardship Distribution determination is made by the Committee.


 


6.7             
Limited Cashouts. Notwithstanding any provision in this Plan to the contrary, the Committee may, in its sole discretion,
distribute in a mandatory lump sum any Participant’s entire Deferral Account and/or Company Contribution Account under the
Plan, provided that any such distribution is made in accordance with the requirements of Treas. Reg. §1.409A-3(j)(4)(v) or
its successor (each such payment, a “Limited Cashout”). Specifically, any such Limited Cashout pursuant to this
Section 6.7 shall be subject to the following requirements:


 


(a)              
The Committee’s exercise of discretion to make the Limited Cashout shall be evidenced in writing no later than the
date of the lump sum payment;


 


(b)              
The lump sum payment shall result in the termination and liquidation of the entirety of the Participant's Deferral Account
and/or Company Contribution Account under the Plan, as applicable, as well as the Participant’s interest in all other plans,
agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been
deferred under a single nonqualified deferred compensation plan under Treas. Reg. §1.409A–1(c)(2) with the Account(s)
that is being distributed from this Plan; and


 


(c)       The
lump sum payment (and the Participant’s entire interest in any and all other “plans” that would be aggregated
with the Account(s) being distributed from this Plan in accordance with Treas. Reg. §1.409A–1(c)(2)) is not greater
than the applicable dollar amount under Code Section 402(g)(1)(B) at the time of the Limited Cashout.


 


6.8             
Any such Limited Cashout shall be calculated as of the last business day of the month in which the Committee’s determination
to make the Limited Cashout occurs, and such lump sum payment shall be made within sixty (60) days following such determination.


 


ARTICLE VII 


PAYEE DESIGNATIONS
AND LIMITATIONS


 


7.1             
Beneficiaries.


 


(a)              
Beneficiary Designation. The Participant shall have the right, at any time, to designate any person or persons as
Beneficiary (both primary and contingent) to whom payment under the Plan shall be made in the event of the Participant’s
death. If the Participant names someone other than his or her spouse as a Beneficiary, the Committee may, in its sole discretion,
determine that spousal consent is required to be provided in a form designated by the Committee, executed by such Participant's
spouse and returned to the Committee. The Beneficiary designation shall be effective when it is submitted to and acknowledged by
the Committee during the Participant’s lifetime in the format prescribed by the Committee.


 






    


     


    

 


(b)              
Absence of Valid Designation. If a Participant fails to designate a Beneficiary as provided above, or if every person
designated as Beneficiary predeceases the Participant or dies prior to complete distribution of the Participant’s benefits,
then the Committee shall deem the Participant’s estate to be the Beneficiary and shall direct the distribution of such benefits
to the Participant’s estate.


 


7.2             
Payments to Minors. In the event any amount is payable under the Plan to a minor, payment shall not be made to the
minor, but instead such payment shall be made (a) to that person’s living parent(s) to act as custodian, (b) if that person’s
parents are then divorced, and one parent is the sole custodial parent, to such custodial parent, to act as custodian, or (c) if
no parent of that person is then living, to a custodian selected by the Committee to hold the funds for the minor under the Uniform
Transfers or Gifts to Minors Act in effect in the jurisdiction in which the minor resides. If no parent is living and the Committee
decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and currently
acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting
within sixty (60) days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction
over the estate of the minor.


 


7.3             
Payments on Behalf of Persons Under Incapacity. In the event that any amount becomes payable under the Plan to a
person who, in the sole judgment of the Committee, is considered by reason of physical or mental condition to be unable to give
a valid receipt therefore, the Committee may direct that such payment be made to any person found by the Committee, in its sole
judgment, to have assumed the care of such person. Any payment made pursuant to such determination shall constitute a full release
and discharge of any and all liability of the Committee and the Company under the Plan.


 


ARTICLE VIII


LEAVE OF ABSENCE


 


8.1             
Paid Leave of Absence. If a Participant is authorized by the Participant's Employer to take a paid leave of absence
from the employment of the Employer, and such leave of absence does not constitute a Separation from Service, (a) the Participant
shall continue to be considered eligible for the benefits provided under the Plan, and (b) deferrals shall continue to be withheld
during such paid leave of absence in accordance with Article III.


 


8.2              Unpaid
Leave of Absence. If a Participant is authorized by the Participant's Employer to take an unpaid leave of absence from
the employment of the Employer for any reason, and such leave of absence does not constitute a Separation from Service, such
Participant shall continue to be eligible for the benefits provided under the Plan. During the unpaid leave of absence,
the Participant shall not be allowed to make any additional deferral elections. However, if the Participant returns to
employment, the Participant may elect to defer for the Plan Year following his or her return to employment and for every Plan
Year thereafter while a Participant in the Plan, provided such deferral elections are otherwise allowed and a Participant
Election is delivered to and accepted by the Committee for each such election in accordance with Article III above.


 






    


     


    

 


ARTICLE IX


ADMINISTRATION


 


9.1             
Committee. The Plan shall be administered by a Committee appointed by the Board, which shall have the exclusive right
and full discretion (a) to appoint agents to act on its behalf, (b) to select and establish Funds, (c) to interpret the Plan, (d)
to decide any and all matters arising hereunder (including the right to remedy possible ambiguities, inconsistencies, or admissions),
(e) to make, amend and rescind such rules as it deems necessary for the proper administration of the Plan and (f) to make all other
determinations and resolve all questions of fact necessary or advisable for the administration of the Plan, including determinations
regarding eligibility for benefits payable under the Plan. All interpretations of the Committee with respect to any matter hereunder
shall be final, conclusive and binding on all persons affected thereby. No member of the Committee or agent thereof shall be liable
for any determination, decision, or action made in good faith with respect to the Plan. The Company will indemnify and hold harmless
the members of the Committee and its agents from and against any and all liabilities, costs, and expenses incurred by such persons
as a result of any act, or omission, in connection with the performance of such persons’ duties, responsibilities, and obligations
under the Plan, other than such liabilities, costs, and expenses as may result from the bad faith, willful misconduct, or criminal
acts of such persons.


 


9.2             
Claims Procedure. Any Participant, former Participant or Beneficiary may file a written claim with the Committee
setting forth the nature of the benefit claimed, the amount thereof, and the basis for claiming entitlement to such benefit. The
Committee shall determine the validity of the claim and communicate a decision to the claimant promptly and, in any event, not
later than ninety (90) days after the date of the claim. The claim may be deemed by the claimant to have been denied for purposes
of further review described below in the event a decision is not furnished to the claimant within such ninety (90) day period.
If additional information is necessary to make a determination on a claim, the claimant shall be advised of the need for such additional
information within forty-five (45) days after the date of the claim. The claimant shall have up to one hundred eighty (180) days
to supplement the claim information, and the claimant shall be advised of the decision on the claim within forty-five (45) days
after the earlier of the date the supplemental information is supplied or the end of the one hundred eighty (180) day period. Every
claim for benefits which is denied shall be denied by written notice setting forth in a manner calculated to be understood by the
claimant (a) the specific reason or reasons for the denial, (b) specific reference to any provisions of the Plan (including any
internal rules, guidelines, protocols, criteria, etc.) on which the denial is based, (c) description of any additional material
or information that is necessary to process the claim, and (d) an explanation of the procedure for further reviewing the denial
of the claim and shall include an explanation of the claimant’s right to submit the claim for binding arbitration in the
event of an adverse determination on review.


 


9.3             
Review Procedures. Within sixty (60) days after the receipt of a denial on a claim, a claimant or his/her authorized
representative may file a written request for review of such denial. Such review shall be undertaken by the Committee and shall
be a full and fair review. The claimant shall have the right to review all pertinent documents. The Committee shall issue a decision
not later than sixty (60) days after receipt of a request for review from a claimant unless special circumstances, such as the
need to hold a hearing, require a longer period of time, in which case a decision shall be rendered as soon as possible but not
later than one hundred twenty (120) days after receipt of the claimant’s request for review. The decision on review shall
be in writing and shall include specific reasons for the decision written in a manner calculated to be understood by the claimant
with specific reference to any provisions of the Plan on which the decision is based and shall include an explanation of the claimant’s
right to submit the claim for binding arbitration in the event of an adverse determination on review.


 






    


     


    

 


ARTICLE X


MISCELLANEOUS


 


10.1         
Termination of Plan. Although each Employer anticipates that it will continue the Plan for an indefinite period of
time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future.
Accordingly, each Employer reserves the right to terminate the Plan with respect to all of its Participants. In the event of a
Plan termination, no new deferral elections shall be permitted for the affected Participants and such Participants shall no longer
be eligible to receive new Company Contributions. However, after the Plan termination the Account balances of such Participants
shall continue to be credited with deferrals attributable to any deferral election that was in effect prior to the Plan termination
to the extent deemed necessary to comply with Code Section 409A and related Treasury Regulations, and additional amounts shall
continue to be credited or debited to such Participants’ Account balances pursuant to Article IV. In addition, following
a Plan termination, Participant Account balances shall remain in the Plan and shall not be distributed until such amounts become
eligible for distribution in accordance with the other applicable provisions of the Plan. Notwithstanding the preceding sentence,
to the extent permitted by Treas. Reg. §1.409A-3(j)(4)(ix) or as otherwise permitted under Code Section 409A, the Employer
may provide that upon termination of the Plan, all Account balances of the Participants shall be distributed, subject to and in
accordance with any rules established by such Employer deemed necessary to comply with the applicable requirements and limitations
of Code Section 409A.


 


10.2         
 Amendment. Any Employer may, at any time, amend or modify the Plan in whole or in part with respect to that Employer.
Notwithstanding the foregoing, no amendment or modification shall be effective to decrease the value of a Participant's vested
Account balance in existence at the time the amendment or modification is made.


 


10.3          Unsecured
General Creditor. The benefits paid under the Plan shall be paid from the general assets of the Company, and the
Participant and any Beneficiary or their heirs or successors shall be no more than unsecured general creditors of the Company
with no special or prior right to any assets of the Company for payment of any obligations hereunder. It is the intention of
the Company that this Plan be unfunded for purposes of ERISA and the Code.


 


10.4         
Restriction Against Assignment. The Company shall pay all amounts payable hereunder only to the person or persons
designated by the Plan and not to any other person or entity. No part of a Participant’s Accounts shall be liable for the
debts, contracts, or engagements of any Participant, Beneficiary, or their successors in interest, nor shall a Participant’s
Accounts be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any
such person have any right to alienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or payments
hereunder in any manner whatsoever. No part of a Participant’s Accounts shall be subject to any right of offset against or
reduction for any amount payable by the Participant or Beneficiary, whether to the Company or any other party, under any arrangement
other than under the terms of this Plan.


 


10.5         
Withholding. There shall be deducted from each payment made under the Plan or any other Compensation payable to the
Participant (or Beneficiary) all taxes that are required to be withheld by the Company in respect to such payment or this Plan.
To the extent permissible under Code Section 409A, the Company shall have the right to reduce any payment, any portion of a Participant’s
Company Contribution Account or any other Compensation by the amount of cash sufficient to provide the amount of said taxes.


 






    


     


    

 


10.6         
Code Section 409A. The Company intends that the Plan comply with the requirements of Code Section 409A (and all applicable
Treasury Regulations and other guidance issued thereunder) and shall be operated and interpreted consistent with that intent. Notwithstanding
the foregoing, the Company makes no representation that the Plan complies with Code Section 409A. Neither the Company nor the Committee
will have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Participant under Code
Section 409A, and neither the Company nor the Committee will have any liability to any Participant for such tax or penalty.


 


10.7         
Effect of Payment. Any payment made in good faith to a Participant or the Participant’s Beneficiary shall,
to the extent thereof, be in full satisfaction of all claims against the Committee, its members, the Employer and the Company.


 


10.8         
Errors in Account Statements, Deferrals or Distributions. In the event an error is made in an Account statement,
such error shall be corrected on the next statement following the date such error is discovered. In the event of an operational
error, including, but not limited to, errors involving deferral amounts, overpayments or underpayments, such operational error
shall be corrected in a manner consistent with and as permitted by any correction procedures established under Code Section 409A.
If any portion of a Participant’s Account(s) under this Plan is required to be included in income by the Participant prior
to receipt due to a failure of this Plan to comply with the requirements of Code Section 409A, the Committee may determine that
such Participant shall receive a distribution from the Plan in an amount equal to the lesser of (i) the portion of his or her Account
required to be included in income as a result of the failure of the Plan to comply with the requirements of Code Section 409A,
or (ii) the unpaid vested Account balance.


 


10.9         
Domestic Relations Orders. Notwithstanding any provision in this Plan to the contrary, in the event that the Committee
receives a domestic relations order, as defined in Code Section 414(p)(1)(B), pursuant to which a court has determined that a spouse
or former spouse of a Participant has an interest in the Participant’s benefits under the Plan, the Committee shall have
the right to immediately distribute the spouse’s or former spouse’s vested interest in the Participant’s benefits
under the Plan to such spouse or former spouse to the extent necessary to fulfill such domestic relations order, provided that
such distribution is in accordance with the requirements of Code Section 409A.


 


10.10     
Employment Not Guaranteed. Nothing contained in the Plan nor any action taken hereunder shall be construed as a contract
of employment or as giving any Participant any right to continue the provision of services in any capacity whatsoever to the Employer.


 






    


     


    

 


10.11     
No Guarantee of Tax Consequences. The Employer, Company, Board and Committee make no commitment or guarantee to any
Participant that any federal, state or local tax treatment will apply or be available to any person eligible for benefits under
the Plan and assume no liability whatsoever for the tax consequences to any Participant.


 


10.12     
Successors of the Company. The rights and obligations of the Company under the Plan shall inure to the benefit of,
and shall be binding upon, the successors and assigns of the Company.


 


10.13     
Notice. Any notice or filing required or permitted to be given to the Company or the Participant under this Agreement
shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, in the case of the Company, to the
principal office of the Company, directed to the attention of the Committee, and in the case of the Participant, to the last known
address of the Participant indicated on the employment records of the Company. Such notice shall be deemed given as of the date
of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.
Notices to the Company may be permitted by electronic communication according to specifications established by the Committee.


 


10.14     
Headings. Headings and subheadings in this Plan are inserted for convenience of reference only and are not to be
considered in the construction of the provisions hereof.


 


10.15     
Gender, Singular and Plural. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,
or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural
and the plural as the singular.


 


10.16     
Governing Law. The Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation
benefits for a select group of “management or highly compensated employees”
within the meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA.
To the extent any provision of, or legal issue relating to, this Plan is not fully preempted by federal law, such issue or provision
shall be governed by the laws of the State of Maryland.


 






    


     


    

 


10.17     
Entire Agreement. Unless specifically indicated otherwise, this Plan supersedes any and all prior communications,
understandings, arrangements or agreements between the parties, including the Employer, the Company, the Board, the Committee and
any and all Participants, whether written, oral, express or implied relating thereto.


 


10.18     
Binding Arbitration. Any claim, dispute or other matter in question of any kind relating to this Plan which is not
resolved by the claims procedures under this Plan shall be settled by arbitration in accordance with the applicable employment
dispute resolution rules of the American Arbitration Association. Notice of demand for arbitration shall be made in writing to
the opposing party and to the American Arbitration Association within a reasonable time after the claim, dispute or other matter
in question has arisen. In no event shall a demand for arbitration be made after the date when the applicable statute of limitations
would bar the institution of a legal or equitable proceeding based on such claim, dispute or other matter in question. The decision
of the arbitrators shall be final and may be enforced in any court of competent jurisdiction. The arbitrators may award reasonable
fees and expenses to the prevailing party in any dispute hereunder and shall award reasonable fees and expenses in the event that
the arbitrators find that the losing party acted in bad faith or with intent to harass, hinder or delay the prevailing party in
the exercise of its rights in connection with the matter under dispute.


 


10.19     
Plan and Trust Administrative Expenses/Fees. Except as otherwise provided herein, all administrative expenses, including,
but not limited to, fees for accounting, third party recordkeeping, investment advisory, legal and/or trustee and custodial services,
incurred in connection with the operation of the Plan or a Trust created hereunder shall be payable by the Company. Notwithstanding
the foregoing, in order to defray the administrative costs of maintaining the Plan and/or a Trust created hereunder, the Company
reserves the right and discretion to charge each Participant a reasonable annual administrative fee. The amount of the administrative
fee shall be determined by the Committee and may be increased or decreased from time to time as determined by the Committee. Any
such administrative fee may be assessed annually or pro-rated and charged more frequently at such other times as determined by
the Committee. The administrative fee shall be allocated among the Participant’s Accounts on a pro-rata basis or in such
other reasonable manner as may be determined by the Committee.


 






    


     


    

 


IN WITNESS WHEREOF, the
Board has approved the adoption of this Plan as of the Effective Date and has caused the Plan to be executed by its duly authorized
representative this 14th day of November, 2019.


 


	 	Walker & Dunlop, Inc.
	 	 
	 	By	/s/ Richard M. Lucas
	 	Name 	Richard
    M. Lucas
	 	Title 	EVP, General Counsel & Secretary