EX-4.7



 Exhibit 4.7 
  

 
  

CALATLANTIC GROUP, INC. 

DEFERRED COMPENSATION PLAN 

Effective Date 
 December 1,
2015 
  
  

 







 CalAtlantic Group, Inc. Deferred Compensation Plan 

 

					
	 ARTICLE I
	  			
	 Establishment and Purpose
	  	 	1	  
		
	 ARTICLE II
	  			
	 Definitions
	  	 	1	  
		
	 ARTICLE III
	  			
	 Eligibility and Participation
	  	 	8	  
		
	 ARTICLE IV
	  			
	 Deferrals
	  	 	8	  
		
	 ARTICLE V
	  			
	 Company Contributions
	  	 	11	  
		
	 ARTICLE VI
	  			
	 Benefits
	  	 	12	  
		
	 ARTICLE VII
	  			
	 Modifications to Payment Schedules
	  	 	15	  
		
	 ARTICLE VIII
	  			
	 Valuation of Account Balances; Investments
	  	 	15	  
		
	 ARTICLE IX
	  			
	 Administration
	  	 	17	  
		
	 ARTICLE X
	  			
	 Amendment and Termination
	  	 	18	  
		
	 ARTICLE XI
	  			
	 Informal Funding
	  	 	19	  
		
	 ARTICLE XII
	  			
	 Claims
	  	 	20	  
		
	 ARTICLE XIII
	  			
	 General Provisions
	  	 	24	  









 CalAtlantic Group, Inc. Deferred Compensation Plan 

 

 ARTICLE I 

Establishment and Purpose 
 CalAtlantic Group, Inc. (the
“Company”) hereby adopts the CalAtlantic Group, Inc. Deferred Compensation Plan (the “Plan”), effective December 1, 2015. 
 The
purpose of the Plan is to attract and retain key employees and Directors by providing Participants with an opportunity to defer receipt of a portion of their salary, bonus, Director’s fees, and other specified compensation. The Plan is not
intended to meet the qualification requirements of Code Section 401(a), but is intended to meet the requirements of Code Section 409A, and shall be operated and interpreted consistent with that intent. 

The Plan constitutes an unsecured promise by a Participating Employer to pay benefits in the future. Participants in the Plan shall have the status of general
unsecured creditors of the Company or the Adopting Employer, as applicable. Each Participating Employer shall be solely responsible for payment of the benefits of its employees and their beneficiaries. The Plan is unfunded for Federal tax purposes
and is intended to be an unfunded arrangement for eligible employees who are part of a select group of management or highly compensated employees of the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Any amounts
set aside to defray the liabilities assumed by the Company or an Adopting Employer will remain the general assets of the Company or the Adopting Employer and shall remain subject to the claims of the Company’s or the Adopting Employer’s
creditors until such amounts are distributed to the Participants. 
 ARTICLE II 

Definitions 
  

	2.1	Account. Account means a bookkeeping account maintained by the Committee to record the payment obligation of a Participating Employer to a Participant as determined under the terms of the Plan. The Committee may
maintain an Account to record the total obligation to a Participant and component Accounts to reflect amounts payable at different times, in different forms, and in different mediums (i.e., cash or stock). Reference to an Account means any such
Account established by the Committee, as the context requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. 


 

	2.2	Account Balance. Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation Date. 


 

	2.3	Adopting Employer. Adopting Employer means an Affiliate who, with the consent of the Company, has adopted the Plan for the benefit of its eligible employees. 


 

	2.4	Affiliate. Affiliate means a corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c). 


  
  

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	2.5	Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary is entitled in accordance with provisions of the Plan. The
Participant’s spouse, if living, otherwise the Participant’s estate, shall be the Beneficiary if: (i) the Participant has failed to properly designate a Beneficiary, or (ii) all designated Beneficiaries have predeceased the
Participant. 

 A former spouse shall have no interest under the Plan, as Beneficiary or otherwise, unless the Participant
designates such person as a Beneficiary after dissolution of the marriage, except to the extent provided under the terms of a domestic relations order as described in Code Section 414(p)(1)(B). 

 

	2.6	Business Day. Business Day means each day on which the New York Stock Exchange is open for business. 

  

	2.7	Change in Control. Change in Control means, with respect to a Participating Employer that is organized as a corporation, any of the following events: (i) a change in the ownership of the Participating
Employer, (ii) a change in the effective control of the Participating Employer, or (iii) a change in the ownership of a substantial portion of the assets of the Participating Employer. 


For purposes of this Section, a change in the ownership of the Participating Employer occurs on the date on which any one person, or more than
one person acting as a group, acquires ownership of stock of the Participating Employer that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the
Participating Employer. A change in the effective control of the Participating Employer occurs on the date on which either: (i) a person, or more than one person acting as a group, acquires ownership of stock of the Participating Employer
possessing 30% or more of the total voting power of the stock of the Participating Employer, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or (ii) a majority of the
members of the Participating Employer’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the
appointment or election, but only if no other corporation is a majority shareholder of the Participating Employer . A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person
acting as a group, other than a person or group of persons that is related to the Participating Employer, acquires assets from the Participating Employer that have a total gross fair market value equal to or more than 40% of the total gross fair
market value of all of the assets of the Participating Employer immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition. 

An event constitutes a Change in Control with respect to a Participant only if the Participant performs services for the Participating Employer
that has experienced the Change in Control, or the Participant’s relationship to the affected Participating Employer otherwise satisfies the requirements of Treasury Regulation Section 1.409A-3(i)(5)(ii). 

  
  

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 Notwithstanding anything to the contrary herein, with respect to a Participating Employer
that is a partnership, Change in Control means only a change in the ownership of the partnership or a change in the ownership of a substantial portion of the assets of the partnership, and the provisions set forth above respecting such changes
relative to a corporation shall be applied by analogy. 
 The determination as to the occurrence of a Change in Control shall be based on
objective facts and in accordance with the requirements of Code Section 409A. 
  

	2.8	Change in Control Benefit. Change in Control Benefit means the benefit payable to a Participant under the Plan in accordance with Section 6.1(c). 


 

	2.9	Claimant. Claimant means a Participant or Beneficiary filing a claim under Article XII of this Plan. 

  

	2.10	Code. Code means the Internal Revenue Code of 1986, as amended from time to time. 

  

	2.11	Code Section 409A. Code Section 409A means section 409A of the Code, and regulations and other guidance issued by the Treasury Department and Internal Revenue Service thereunder. 


 

	2.12	Committee. Committee means the committee appointed by the Board of Directors of the Company (or the appropriate committee of such board) to administer the Plan. If no designation is made, the Chief Executive
Officer of the Company or his delegate shall have and exercise the powers of the Committee. 

  

	2.13	Company. Company means CalAtlantic Group, Inc. 

  

	2.14	Company Contribution. Company Contribution means a credit by a Participating Employer to a Participant’s Account(s) in accordance with the provisions of Article V of the Plan. Company Contributions are
credited at the sole discretion of the Participating Employer and the fact that a Company Contribution is credited in one year shall not obligate the Participating Employer to continue to make such Company Contribution in subsequent years. Unless
the context clearly indicates otherwise, a reference to Company Contribution shall include Earnings attributable to such contribution. 

  

	2.15	Company Stock. Company Stock means phantom shares of common stock issued by Company. 

  

	2.16	Compensation. Compensation means a Participant’s base salary, bonus, non-employee Director fees and stock awards, and such other cash or equity-based compensation (if any) approved by the Committee as
Compensation that may be deferred under this Plan. Compensation shall not include any compensation that has been previously deferred under this Plan or any other arrangement subject to Code Section 409A. 


  
  

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	2.17	Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement between a Participant and a Participating Employer that specifies: (i) the amount of each component of Compensation that
the Participant has elected to defer to the Plan in accordance with the provisions of Article IV, and (ii) the Payment Schedule applicable to one or more Accounts. The Committee may permit different deferral amounts for each component of
Compensation and may establish a minimum or maximum deferral amount for each such component. Unless otherwise specified by the Committee in the Compensation Deferral Agreement, Participants may defer up to (75%) of Employee Compensation and up
to (100%) of Director Compensation for a Plan Year. A Compensation Deferral Agreement may also specify the investment allocation described in Section 8.4. 


 

	2.18	Deferral. Deferral means a credit to a Participant’s Account(s) that records that portion of the Participant’s Compensation that the Participant has elected to defer to the Plan in accordance with the
provisions of Article IV. Unless the context of the Plan clearly indicates otherwise, a reference to Deferrals includes Earnings attributable to such Deferrals. 


Deferrals shall be calculated with respect to the gross Compensation payable to the Participant prior to any deductions or withholdings, but
shall be reduced by the Committee as necessary so that it does not exceed 100% of the cash Compensation of the Participant remaining after deduction of all required income and employment taxes, 401(k) and other employee benefit deductions, and other
deductions required by law. Changes to payroll withholdings that affect the amount of Compensation being deferred to the Plan shall be allowed only to the extent permissible under Code Section 409A. 

 

	2.19	Director. Director means a member of the Board of Directors of the Company. 

  

	2.20	Disability Benefit. Disability Benefit means the benefit payable under the Plan to a Participant in accordance with Section 6.1(e). 


 

	2.21	Disabled. Disabled means that a Participant 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: (i) unable to engage in any substantial gainful activity, or (ii) 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. The Committee shall determine whether a Participant is Disabled in accordance with Code Section 409A provided, however, that a Participant shall be deemed to be Disabled if determined to be totally disabled by the
Social Security Administration, or if the Participant is determined to be disabled under the Participating Employer’s Long-Term Disability Insurance Plan. 


  
  

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	2.22	Earnings. Earnings means an adjustment to the value of an Account in accordance with Article VIII. 

  

	2.23	Effective Date. Effective Date means December 1, 2015. 

  

	2.24	Eligible Employee. Eligible Employee means a member of a “select group of management or highly compensated employees” of a Participating Employer within the meaning of Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA, as determined by the Committee from time to time in its sole discretion. 

  

	2.25	Employee. Employee means a common-law employee of an Employer. 

  

	2.26	Employer. Employer means, with respect to Employees it employs, the Company and each Affiliate. 

  

	2.27	ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time. 

  

	2.28	Fiscal Year Compensation. Fiscal Year Compensation means Compensation earned during one or more consecutive fiscal years of a Participating Employer, all of which is paid after the last day of such fiscal year or
years. 

  

	2.29	Participant. Participant means an Eligible Employee or a Director who has received notification of his or her eligibility to defer Compensation under the Plan under Section 3.1 and that has provided the
Company with an executed Compensation Deferral Agreement, and any other person with an Account Balance greater than zero, regardless of whether such individual continues to be an Eligible Employee or a Director. A Participant’s continued
participation in the Plan shall be governed by Section 3.2 of the Plan. 

  

	2.30	Participating Employer. Participating Employer means the Company and each Adopting Employer. 

  

	2.31	Payment Schedule. Payment Schedule means the date as of which payment of an Account under the Plan will commence and the form in which payment of such Account will be made. 


 

	2.32	Performance-Based Compensation. Performance-Based Compensation means Compensation where the amount of, or entitlement to, the Compensation is contingent on the satisfaction of pre-established organizational or
individual performance criteria relating to a performance period of at least 12 consecutive months. Organizational or individual performance criteria are considered pre-established if established in writing by not later than 90 days after the
commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established. The determination of whether Compensation qualifies as “Performance-Based
Compensation” will be made in accordance with Treas. Reg. Section 1.409A-1(e) and subsequent guidance. 


  
  

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	2.33	Plan. Generally, the term Plan means the “CalAtlantic Group, Inc. Deferred Compensation Plan” as documented herein and as may be amended from time to time hereafter. However, to the extent permitted or
required under Code Section 409A, the term Plan may in the appropriate context also mean a portion of the Plan that is treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion of the Plan and any other
nonqualified deferred compensation plan or portion thereof that is treated as a single plan under such section. 

  

	2.34	Plan Year. Plan Year means January 1 through December 31. 

  

	2.35	Retirement. Retirement means a Participant’s Separation from Service after attainment of 60 points with one point credited for each year of attained age and one point credited for each Year of Service.


  

	2.36	Retirement Benefit. Retirement Benefit means the benefit payable to a Participant under the Plan in accordance with Section 6.1(a). 


 

	2.37	Retirement/Termination Account. Retirement/Termination Account means an Account established by the Committee to record the amounts payable to a Participant upon Separation from Service. Unless the Participant has
established one or more Specified Date Accounts, all Deferrals and Company Contributions shall be allocated to a Retirement/Termination Account on behalf of the Participant. 


 

	2.38	Separation from Service. Separation from Service means an Employee’s termination of employment with the Employer. A Director incurs a Separation from Service upon the expiration of all contracts with the
Employer, provided the contractual relationship has in good faith been completely terminated. Whether a Separation from Service has occurred shall be determined by the Committee in accordance with Code Section 409A. 


Except in the case of an Employee on a bona fide leave of absence as provided below, an Employee is deemed to have incurred a Separation from
Service if the Employer and the Employee reasonably anticipated that the level of services to be performed by the Employee after a date certain would be reduced to 20% or less of the average services rendered by the Employee during the immediately
preceding 36-month period (or the total period of employment, if less than 36 months), disregarding periods during which the Employee was on a bona fide leave of absence. 

An Employee who is absent from work due to military leave, sick leave, or other bona fide leave of absence shall incur a Separation from
Service on the first date immediately following the later of: (i) the six month anniversary of the commencement of the leave, or (ii) the expiration of the Employee’s right, if any, to reemployment under statute or contract. 

  
  

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 If a Participant is both a Director and an Employee, the services provided as a Director
shall be disregarded in determining whether there has been a Separation from Service as an Employee, and the services provided as an Employee shall be disregarded in determining whether there has been a Separation from Service as a Director,
provided the portion of the Plan in which the Participant participates as a Director is substantially similar to arrangements covering non-Employee Directors. 

For purposes of determining whether a Separation from Service has occurred, the Employer means the Employer as defined in Section 2.25 of
the Plan, except that in applying Code sections 1563(a)(1), (2) and (3) for purposes of determining whether another organization is an Affiliate of the Company under Code Section 414(b), and in applying Treasury Regulation
Section 1.414(c)-2 for purposes of determining whether another organization is an Affiliate of the Company under Code Section 414(c), “at least 50 percent” shall be used instead of “at least 80 percent” each place it
appears in those sections. 
 The Committee specifically reserves the right to determine whether a sale or other disposition of substantial
assets to an unrelated party constitutes a Separation from Service with respect to a Participant providing services to the seller immediately prior to the transaction and providing services to the buyer after the transaction. Such determination
shall be made in accordance with the requirements of Code Section 409A. 
  

	2.39	Specified Date Account. Specified Date Account means an Account established by the Committee to record the amounts payable at a future date as specified in the Participant’s Compensation Deferral Agreement.
Unless otherwise determined by the Committee, a Participant may maintain no more than five Specified Date Accounts. A Specified Date Account may be identified in enrollment materials as an “In-Service Account” or such other name as
established by the Committee without affecting the meaning thereof. 

  

	2.40	Specified Date Benefit. Specified Date Benefit means the benefit payable to a Participant under the Plan in accordance with Section 6.1(d). 


 

	2.41	Substantial Risk of Forfeiture. Substantial Risk of Forfeiture means the description specified in Treas. Reg. Section 1.409A-1(d). 


 

	2.42	Survivor’s Benefit. Survivor’s Benefit means the benefit payable under the Plan to a Participant’s Beneficiary(ies) in accordance with Section 6.1(f). 


 

	2.43	Termination Benefit. Termination Benefit means the benefit payable to a Participant under the Plan in accordance with Section 6.1(b). 


 

	2.44	 Unforeseeable Emergency. Unforeseeable Emergency means a severe financial hardship to the Participant
resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s dependent (as defined in Code section 152, without regard to 



  
  

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section 152(b)(1), (b)(2), and (d)(1)(B)), or a Beneficiary; loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise
covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The types of events which may qualify as an
Unforeseeable Emergency may be limited by the Committee. 

  

	2.45	Valuation Date. Valuation Date means each Business Day. 

  

	2.46	Year of Service. Year of Service means each 12-month period of continuous service with the Employer. 


ARTICLE III 
 Eligibility and
Participation 
  

	3.1	Eligibility and Participation. An Eligible Employee or a Director becomes a Participant upon the earlier to occur of: (i) a credit of Company Contributions under Article V, or (ii) receipt by the
Eligible Employee or Director of notification of eligibility to participate and receipt by the Company of an executed Compensation Deferral Agreement. 

  

	3.2	Duration. A Participant shall be eligible to defer Compensation and receive allocations of Company Contributions, subject to the terms of the Plan, for as long as such Participant remains an Eligible Employee or
a Director. A Participant who is no longer an Eligible Employee or a Director but has not Separated from Service may not defer additional Compensation under the Plan beyond the Plan Year in which he or she became ineligible but may otherwise
exercise all of the rights of a Participant under the Plan with respect to his or her Account(s). On and after a Separation from Service, a Participant shall remain a Participant as long as his or her Account Balance is greater than zero (0), and
during such time may continue to make allocation elections as provided in Section 8.4. An individual shall cease being a Participant in the Plan when all benefits under the Plan to which he or she is entitled have been paid. 


ARTICLE IV 
 Deferrals 

 

	4.1	Deferral Elections, Generally.  

  

	 	(a)	 A Participant may elect to defer Compensation by submitting a Compensation Deferral Agreement during the
enrollment periods established by the Committee and in the manner specified by the Committee, but in any event, in accordance with Section 4.2. A Compensation Deferral Agreement that is not timely filed with respect to a service period or
component of Compensation shall be considered void and shall have no effect with respect to such service period or 



  
  

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Compensation. A Compensation Deferral Agreement is timely with respect to an item of Compensation if filed before the last permissible date under any of the election timing rules set forth in
Section 4.2 that could apply to such item and becomes irrevocable on such date. The Committee may modify any Compensation Deferral Agreement prior to the date the election becomes irrevocable under the rules of Section 4.2.


  

	 	(b)	The Participant shall specify on his or her Compensation Deferral Agreement the amount of Deferrals and whether to allocate Deferrals to a Retirement/Termination Account or to a Specified Date Account. If no designation
is made, Deferrals shall be allocated to the Retirement/Termination Account. A Participant may also specify in his or her Compensation Deferral Agreement the Payment Schedule applicable to his or her Plan Accounts. If the Payment Schedule is not
specified in a Compensation Deferral Agreement, the Payment Schedule shall be the Payment Schedule specified in Section 6.2. 

  

	4.2	Timing Requirements for Compensation Deferral Agreements. 

  

	 	(a)	First Year of Eligibility. In the case of the first year in which an Eligible Employee or a Director becomes eligible to participate in the Plan, he or she has up to 30 days following his or her initial
eligibility to submit a Compensation Deferral Agreement with respect to Compensation to be earned during such year. The Compensation Deferral Agreement described in this paragraph becomes irrevocable upon the end of such 30-day period. The
determination of whether an Eligible Employee or a Director may file a Compensation Deferral Agreement under this paragraph shall be determined in accordance with the rules of Code Section 409A, including the provisions of Treas. Reg.
Section 1.409A-2(a)(7). 

 A Compensation Deferral Agreement filed under this paragraph applies to Compensation earned on
and after the date the Compensation Deferral Agreement becomes irrevocable. 
  

	 	(b)	Prior Year Election. Except as otherwise provided in this Section 4.2, Participants may defer Compensation by filing a Compensation Deferral Agreement no later than December 31 of the year prior to the
year in which the Compensation to be deferred is earned. A Compensation Deferral Agreement described in this paragraph shall become irrevocable with respect to such Compensation as of January 1 of the year in which such Compensation is earned.


  

	 	(c)	Performance-Based Compensation. Participants may file a Compensation Deferral Agreement with respect to Performance-Based Compensation no later than the date that is six months before the end of the performance
period, provided that: 


  
  

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	 	(i)	the Participant performs services continuously from the later of the beginning of the performance period or the date the criteria are established through the date the Compensation Deferral Agreement is submitted; and


  

	 	(ii)	the Compensation is not readily ascertainable as of the date the Compensation Deferral Agreement is filed. 


A Compensation Deferral Agreement becomes irrevocable with respect to Performance-Based Compensation as of the day immediately following the
latest date for filing such election. Any election to defer Performance-Based Compensation that is made in accordance with this paragraph and that becomes payable as a result of the Participant’s death or disability (as defined in Treas. Reg.
Section 1.409A-1(e)) or upon a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)) prior to the satisfaction of the performance criteria, will be void. 

 

	 	(d)	Fiscal Year Compensation. A Participant may defer Fiscal Year Compensation by filing a Compensation Deferral Agreement prior to the first day of the fiscal year or years in which such Fiscal Year Compensation is
earned. The Compensation Deferral Agreement described in this paragraph becomes irrevocable on the first day of the fiscal year or years to which it applies. 

  

	 	(e)	Certain Forfeitable Rights. With respect to a legally binding right to a payment in a subsequent year that is subject to a forfeiture condition requiring the Participant’s continued services for a period of
at least 12 months from the date the Participant obtains the legally binding right, an election to defer such Compensation may be made on or before the 30th day after the Participant obtains the
legally binding right to the Compensation, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse. The Compensation Deferral Agreement described in this paragraph becomes
irrevocable after such 30th day. If the forfeiture condition applicable to the payment lapses before the end of the required service period as a result of the Participant’s death or
disability (as defined in Treas. Reg. Section 1.409A-3(i)(4)) or upon a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)), the Compensation Deferral Agreement will be void unless it would be considered timely under
another rule described in this Section. 

  

	 	(f)	“Evergreen” Deferral Elections. The Committee, in its discretion, may provide in the Compensation Deferral Agreement that such Compensation Deferral Agreement will continue in effect for each subsequent
year or performance period. Such “evergreen” Compensation Deferral Agreements will become effective with respect to an item of Compensation on the date such election becomes irrevocable under this Section 4.2. An evergreen
Compensation Deferral Agreement may be terminated or modified prospectively with respect to Compensation for which such election remains revocable under this Section 4.2. A Participant whose Compensation Deferral Agreement is cancelled in
accordance with Section 4.6 will be required to file a new Compensation Deferral Agreement under this Article IV in order to recommence Deferrals under the Plan. 


  
  

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	4.3	Allocation of Deferrals. A Compensation Deferral Agreement may allocate Deferrals to one or more Specified Date Accounts and/or to the Retirement/Termination Account. The Committee may, in its discretion,
establish a minimum deferral period for the establishment of a Specified Date Account (for example, the second Plan Year following the year Compensation is allocated to such accounts.). 


 

	4.4	Deductions from Pay. The Committee has the authority to determine the payroll practices under which any component of Compensation subject to a Compensation Deferral Agreement will be deducted from a
Participant’s Compensation. 

  

	4.5	Vesting. Participant Deferrals shall be 100% vested at all times. 

  

	4.6	Cancellation of Deferrals. The Committee may cancel a Participant’s Deferrals: (i) for the balance of the Plan Year in which an Unforeseeable Emergency occurs, (ii) if the Participant receives a
hardship distribution under the Employer’s qualified 401(k) plan, through the end of the Plan Year in which the six month anniversary of the hardship distribution falls, and (iii) during periods in which the Participant is unable to
perform the duties of his or her position or any substantially similar position due to a mental or physical impairment that can be expected to result in death or last for a continuous period of at least six months, provided cancellation occurs by
the later of the end of the taxable year of the Participant or the 15th day of the third month following the date the Participant incurs the disability (as defined in this paragraph (iii)).


 ARTICLE V 
 Company
Contributions 
  

	5.1	Discretionary Company Contributions. The Participating Employer may, from time to time in its sole and absolute discretion, credit Company Contributions to any Participant in any amount determined by the
Participating Employer. Such contributions will be credited to a Participant’s Retirement/Termination Account. 

  

	5.2	Vesting. Company Contributions described in Section 5.1, above, and the Earnings thereon, shall vest in accordance with the vesting schedule(s) established by the Committee at the time that the Company
Contribution is made. All Company Contributions shall become 100% vested upon the occurrence of the earliest of the following events while the Participant is an Employee: (i) the death of the Participant, (ii) the Disability of the
Participant, or (iii) a Change in Control. The Participating Employer may, at any time, in its sole discretion, increase a Participant’s vested interest in a Company Contribution. The portion of a Participant’s Accounts that remains
unvested upon his or her Separation from Service after the application of the terms of this Section 5.2 shall be forfeited. 


  
  

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 ARTICLE VI 

Benefits 
  

	6.1	Benefits, Generally. A Participant shall be entitled to the following benefits under the Plan: 

  

	 	(a)	Retirement Benefit. Upon the Participant’s Separation from Service following Retirement for reasons other than death, Disability, or a Change in Control described in Section 6.1(c) below, he or she
shall be entitled to a Retirement Benefit. The Retirement Benefit shall be equal to the vested portion of the Retirement/Termination Account and any Specified Date Accounts scheduled to commence in a later calendar year. The Retirement Benefit shall
be paid (or commences payment) to Employees within 30 days following the six month anniversary of the Participant’s Separation from Service. The Retirement Benefit shall be paid (or commence payment) to Directors within 30 days following the
Participant’s Separation from Service. 

  

	 	(b)	Termination Benefit. Upon the Participant’s Separation from Service for reasons other than death, Disability, Retirement, or a Change in Control described in Section 6.1(c) below, he or she shall be
entitled to a Termination Benefit. The Termination Benefit shall be equal to the entire vested Account Balance and is paid to Employees within 30 days following the six month anniversary of the Participant’s Separation from Service. The
Termination Benefit shall be paid to Directors within 30 days following the Participant’s Separation from Service. 

  

	 	(c)	Change in Control Benefit. If a Change in Control Benefit is elected by the Participant at the time of his or her initial enrollment in the Plan, and thereafter the Participant incurs a Separation from Service
following Retirement that occurs within 24 months following a Change in Control of the Company, the Participant shall be entitled to a Change in Control Benefit. This benefit shall be equal to the vested portion of the Retirement/Termination Account
and any Specified Date Accounts scheduled to commence in a calendar year that is later than the calendar year in which the Separate of Service takes place. Payment of that benefit will be made to Employees within 30 days following the six month
anniversary of the Participant’s Separation from Service. Payment of that benefit will be made to Directors within 30 days following the Participant’s Separation from Service. 


 

	 	(d)	Specified Date Benefit. If a Participant has established one or more Specified Date Accounts, the Participant shall be entitled to a Specified Date Benefit equal to the vested portion of that Specified Date
Account. A Specified Date Account shall be valued and become payable on or within 30 days following January 1 of the year designated by the Participant on the applicable Compensation Deferral Agreement. 


  
  

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 Notwithstanding the foregoing, if, prior to the commencement date for the payment of a
Specified Date Account, the Participant experiences a Separation from Service, death, or Disability, or the Company experiences a Change in Control while the Participant has a Change in Control Benefit election in place, then the applicable
Specified Date Account shall not be paid in accordance with this Section 6(d), but it will be paid in accordance with the time and form of payment of the applicable Retirement Benefit, Termination Benefit, Change in Control Benefit, Disability
Benefit, or Survivor’s Benefit. 
  

	 	(e)	Disability Benefit. Upon a determination by the Committee that a Participant is Disabled, he or she shall be entitled to a Disability Benefit. The Disability Benefit shall be equal to the vested portion of the
Participant’s Account Balance. Payment will be made within 90 days following the date of the occurrence of the Disability. 

  

	 	(f)	Survivor’s Benefit. In the event of the Participant’s death, his or her designated Beneficiary(ies) shall be entitled to a Survivor’s Benefit. The Survivor’s Benefit shall be equal to the
vested portion of the Participant’s Account Balance and is payable within 90 days following the Participant’s death. 

  

	 	(g)	Unforeseeable Emergency Payments. A Participant who experiences an Unforeseeable Emergency may submit a written request to the Committee to receive payment of all or any portion of his or her vested Accounts.
Whether a Participant or Beneficiary is faced with an Unforeseeable Emergency permitting an emergency payment shall be determined by the Committee based on the relevant facts and circumstances of each case, but, in any case, a distribution on
account of Unforeseeable Emergency may not be made to the extent that such emergency is or may be reimbursed through insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not
cause severe financial hardship, or by cessation of Deferrals under this Plan. If an emergency payment is approved by the Committee, the amount of the payment shall not exceed the amount reasonably necessary to satisfy the need, taking into account
the additional compensation that is available to the Participant as the result of cancellation of deferrals to the Plan, including amounts necessary to pay any taxes or penalties that the Participant reasonably anticipates will result from the
payment. The amount of the emergency payment shall be subtracted first from the vested portion of the Participant’s Retirement/Termination Account until depleted and then from the vested Specified Date Accounts, beginning with the Specified
Date Account with the latest payment commencement date. Emergency payments shall be paid in a single lump sum within the 90-day period following the date the payment is approved by the Committee. 


  
  

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	6.2	Form of Payment. 

  

	 	(a)	Retirement Benefit. A Participant who is entitled to receive a Retirement Benefit shall receive payment of such benefit in a single lump sum, unless the Participant elects on his or her initial Compensation
Deferral Agreement to have such benefit paid in one of the following alternative forms of payment (i) substantially equal annual installments over a period of two to ten years, as elected by the Participant, or (ii) a lump sum payment of a
percentage of the balance in the Retirement/Termination Account, with the balance paid in substantially equal annual installments over a period of two to ten years, as elected by the Participant. 


 

	 	(b)	Termination Benefit. A Participant who is entitled to receive a Termination Benefit shall receive payment of such benefit in a single lump sum. 


 

	 	(c)	Change in Control Benefit. If elected, a Participant will receive his or her Change in Control Benefit described in Section 6.1(c) in a single lump sum. 


 

	 	(d)	Specified Date Benefit. A Specified Date Benefit shall be paid in a single lump sum, unless the Participant elects on the Compensation Deferral Agreement with which the account was established to have the
Specified Date Benefit paid in substantially equal annual installments over a period of two to five years, as elected by the Participant. 

  

	 	(e)	Disability Benefit. A Participant who is entitled to receive a Disability Benefit shall receive payment of such benefit in a single lump sum. 


 

	 	(f)	Survivor’s Benefit. A designated Beneficiary who is entitled to receive a Survivor’s Benefit shall receive payment of such benefit in a single lump sum. 


 

	 	(g)	Rules Applicable to Installment Payments. If a Payment Schedule specifies installment payments, annual payments will be made beginning as of the payment commencement date for such installments and shall continue
on each anniversary thereof until the number of installment payments specified in the Payment Schedule has been paid. The amount of each installment payment shall be determined by dividing (a) by (b), where (a) equals the Account Balance
as of the Valuation Date and (b) equals the remaining number of installment payments. 

 For purposes of Article VII,
installment payments will be treated as a single form of payment. If a lump sum equal to less than 100% of the Retirement/Termination Account is paid, the payment commencement date for the installment form of payment will be the first anniversary of
the payment of the lump sum. 
  

	6.3	 Acceleration of or Delay in Payments. The Committee, in its sole and absolute discretion, may elect to
accelerate the time or form of payment of a benefit owed to the Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section 1.409A-3(j)(4). The Committee may also, in its sole and absolute discretion, delay the time
for payment of a benefit owed to the Participant hereunder, to the extent permitted under 



  
  

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Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic relations order (within the meaning of Code Section 414(p)(1)(B)) directing that all or a portion of a
Participant’s Accounts be paid to an “alternate payee,” any amounts to be paid to the alternate payee(s) shall be paid in a single lump sum. 


ARTICLE VII 
 Modifications to Payment
Schedules 
  

	7.1	Participant’s Right to Modify. A Participant may modify once a Payment Schedule with respect to an Account, consistent with the permissible Payment Schedules available under the Plan, provided such
modification complies with the requirements of this Article VII. At the discretion of the Committee, additional modifications to an Account may be allowed in accordance with this Article VII. 


 

	7.2	Time of Election. The date on which a modification election is submitted to the Committee must be at least 12 months prior to the date on which payment is scheduled to commence under the Payment Schedule in
effect prior to the modification. 

  

	7.3	Date of Payment under Modified Payment Schedule. The date payments are to commence under the modified Payment Schedule must be no earlier than five years after the date payment would have commenced under the
original Payment Schedule. Under no circumstances may a modification election result in an acceleration of payments in violation of Code Section 409A. 

  

	7.4	Effective Date. A modification election submitted in accordance with this Article VII is irrevocable upon receipt by the Committee and becomes effective 12 months after such date. 


 

	7.5	Effect on Accounts. An election to modify a Payment Schedule is specific to the Account or payment event to which it applies, and shall not be construed to affect the Payment Schedules of any other Accounts.


 ARTICLE VIII 

Valuation of Account Balances; Investments 
  

	8.1	Valuation. Deferrals shall be credited to appropriate Accounts on the date such Compensation would have been paid to the Participant absent the Compensation Deferral Agreement. Company Contributions shall be
credited to the Retirement/Termination Account at the times determined by the Committee. Valuation of Accounts shall be performed under procedures approved by the Committee. 


 

	8.2	Earnings Credit. Each Account will be credited with Earnings on each Business Day, based upon the Participant’s investment allocation among a menu of investment options selected in advance by the Committee,
in accordance with the provisions of this Article VIII (“investment allocation”). 


  
  

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	8.3	Investment Options. Investment options will be determined by the Committee. The Committee, in its sole discretion, shall be permitted to add or remove investment options from the Plan menu from time to time,
provided that any such additions or removals of investment options shall not be effective with respect to any period prior to the effective date of such change. 

  

	8.4	Investment Allocations. A Participant’s investment allocation constitutes a deemed, not actual, investment among the investment options comprising the investment menu. At no time shall a Participant have any
real or beneficial ownership in any investment option included in the investment menu, nor shall the Participating Employer or any trustee acting on its behalf have any obligation to purchase actual securities as a result of a Participant’s
investment allocation. A Participant’s investment allocation shall be used solely for purposes of adjusting the value of a Participant’s Account Balances. 


A Participant shall specify an investment allocation for each of his Accounts in accordance with procedures established by the Committee.
Allocation among the investment options must be designated in increments of 1%. The Participant’s investment allocation will become effective on the same Business Day or, in the case of investment allocations received after a time specified by
the Committee, the next Business Day. 
 A Participant may change an investment allocation on any Business Day, both with respect to future
credits to the Plan and with respect to existing Account Balances, in accordance with procedures adopted by the Committee. Changes shall become effective on the same Business Day or, in the case of investment allocations received after a time
specified by the Committee, the next Business Day, and shall be applied prospectively. 
  

	8.5	Unallocated Deferrals and Accounts. If the Participant fails to make an investment allocation with respect to an Account, such Account shall be invested in an investment option, the primary objective of which is
the preservation of capital, as determined by the Committee. 

  

	8.6	Company Stock. The Committee may include Company Stock as one of the investment options described in Section 8.3. The Committee may, in its sole discretion, limit the investment allocation of Company
Contributions to Company Stock. The Committee may also require Deferrals consisting of equity-based Compensation to be allocated to Company Stock. 

  

	8.7	Diversification. A Participant may not re-allocate an investment in Company Stock into another investment option. The portion of an Account that is invested in Company Stock will be paid under Article VI in the
form of whole shares of Company Stock. 


  
  

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	8.8	Effect on Installment Payments. If an Account is to be paid in installments, the Committee will determine the portion of each payment that will be paid in the form of Company Stock. 


 

	8.9	Dividend Equivalents. Dividend equivalents with respect to Company Stock will be credited to the applicable Accounts in the form of additional shares or units of Company Stock. 


ARTICLE IX 
 Administration 

 

	9.1	Plan Administration. This Plan shall be administered by the Committee which shall have discretionary authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of
this Plan and to utilize its discretion to decide or resolve any and all questions, including but not limited to eligibility for benefits and interpretations of this Plan and its terms, as may arise in connection with the Plan. Claims for benefits
shall be filed with the Committee and resolved in accordance with the claims procedures in Article XII. 

  

	9.2	Administration Upon Change in Control. Upon a Change in Control of the Company, the Committee, as constituted immediately prior to such Change in Control, shall continue to act as the Committee. The individual
who was the Chief Executive Officer of the Company (or if such person is unable or unwilling to act, the next highest ranking officer) prior to the Change in Control of the Company shall have the authority (but shall not be obligated) to appoint an
independent third party to act as the Committee. 

 Upon such Change in Control, the Company may not remove the Committee,
unless 2/3rds of the members of the Board of Directors of the Company consent to the removal and replacement of the Committee. 
 The
Participating Employer shall, with respect to the Committee, if any, appointed by the Chief Executive Officer of the Company under this Section: (i) pay all reasonable expenses and fees of the Committee, (ii) indemnify the Committee
(including individuals serving as Committee members) against any costs, expenses and liabilities including, without limitation, attorneys’ fees and expenses arising in connection with the performance of the Committee’s duties hereunder,
except with respect to matters resulting from the Committee’s gross negligence or willful misconduct, and (iii) supply full and timely information to the Committee on all matters related to the Plan, any rabbi trust, Participants,
Beneficiaries and Accounts as the Committee may reasonably require. 
  

	9.3	Withholding. The Participating Employer shall have the right to withhold from any payment due under the Plan (or with respect to any amounts credited to the Plan) any taxes required by law to be withheld in
respect of such payment (or credit). Withholdings with respect to amounts credited to the Plan shall be deducted from Compensation that has not been deferred to the Plan. 


  
  

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	9.4	Indemnification. The Participating Employer shall indemnify and hold harmless each employee, officer, director, agent or organization, to whom or to which are delegated duties, responsibilities, and authority
under the Plan or otherwise with respect to administration of the Plan, including, without limitation, the Committee and its agents, against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him or
it (including but not limited to reasonable attorney fees) which arise as a result of his or its actions or failure to act in connection with the operation and administration of the Plan to the extent lawfully allowable and to the extent that such
claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased or paid for by the Participating Employer. Notwithstanding the foregoing, the Participating Employer shall not indemnify any person or organization if his
or its actions or failure to act are due to gross negligence or willful misconduct or for any such amount incurred through any settlement or compromise of any action unless the Participating Employer consents in writing to such settlement or
compromise. 

  

	9.5	Delegation of Authority. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult
with legal counsel who shall be legal counsel to the Company. 

  

	9.6	Binding Decisions or Actions. The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules
and regulations thereunder shall be final and conclusive and binding upon all persons having any interest in the Plan. 


ARTICLE X 
 Amendment and Termination

  

	10.1	Amendment and Termination. The Company may at any time and from time to time amend the Plan or may terminate the Plan as provided in this Article X. Each Participating Employer may also terminate its
participation in the Plan. 

  

	10.2	Amendments. The Company, by action taken by its Board of Directors (or a committee of the Board of Directors that is duly authorized), may amend the Plan at any time and for any reason, provided that any such
amendment shall not reduce the vested Account Balances of any Participant accrued as of the date of any such amendment or restatement (as if the Participant had incurred a voluntary Separation from Service on such date) or reduce any rights of a
Participant under the Plan or other Plan features with respect to Deferrals made prior to the date of any such amendment or restatement without the consent of the Participant. The Board of Directors of the Company may delegate to the Committee the
authority to amend the Plan without the consent of the Board of Directors for the purpose of: (i) conforming the Plan to the requirements of law; (ii) facilitating the administration of the Plan; (iii) clarifying provisions based on
the Committee’s interpretation of the document; and (iv) making such other amendments as the Board of Directors may authorize. 


  
  

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	10.3	Termination. The Company, by action taken by its Board of Directors, may terminate the Plan and pay Participants and Beneficiaries their Account Balances in a single lump sum at any time, to the extent and in
accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix). If a Participating Employer terminates its participation in the Plan, the benefits of affected Employees shall be paid at the time provided in Article VI. Notwithstanding the foregoing, in
the event of a Change in Control of a Participating Employer, the Committee shall have the authority (unless the delegation of such authority has previously been revoked by the Board of Directors) to terminate the Plan with respect to Participants
that are Employees of such Participating Employer and to payout such Participants’ Account Balances in accordance with Treas, Reg. Section 1.409A-3(j)(4)(ix)(B). 


 

	10.4	Accounts Taxable Under Code Section 409A. The Plan is intended to constitute a plan of deferred compensation that meets the requirements for deferral of income taxation under Code Section 409A. The
Committee, pursuant to its authority to interpret the Plan, may sever from the Plan or any Compensation Deferral Agreement any provision or exercise of a right that otherwise would result in a violation of Code Section 409A. 


ARTICLE XI 
 Informal Funding 

 

	11.1	General Assets. Obligations established under the terms of the Plan may be satisfied from the general funds of the Participating Employer, or a trust described in this Article XI. No Participant, spouse or
Beneficiary shall have any right, title or interest whatever in assets of the Participating Employer. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a
fiduciary relationship, between the Participating Employer and any Employee, spouse, or Beneficiary. To the extent that any person acquires a right to receive payments hereunder, such rights are no greater than the right of an unsecured general
creditor of the Participating Employer. 

  

	11.2	Rabbi Trust. A Participating Employer may, in its sole discretion, establish a grantor trust, commonly known as a rabbi trust, as a vehicle for accumulating assets to pay benefits under the Plan. Payments under
the Plan may be paid from the general assets of the Participating Employer or from the assets of any such rabbi trust. Payment from any such source shall reduce the obligation owed to the Participant or Beneficiary under the Plan. 


If a rabbi trust is in existence upon the occurrence of a “change in control” of the Company, as defined in such trust, the
Participating Employer shall, upon such change in control, and on each anniversary of the change in control, contribute in cash or liquid securities such amounts as are necessary so that the value of assets after making the contributions equal the
total value of all Account Balances. 

  
  

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 ARTICLE XII 

Claims 
  

	12.1	Filing a Claim. Any controversy or claim arising out of or relating to the Plan shall be filed in writing with the Committee which shall make all determinations concerning such claim. Any claim filed with the
Committee and any decision by the Committee denying such claim shall be in writing and shall be delivered to the Participant or Beneficiary filing the claim (the “Claimant”). 


 

	 	(a)	In General. Notice of a denial of benefits (other than Disability benefits) will be provided within 90 days of the Committee’s receipt of the Claimant’s claim for benefits. If the Committee determines
that it needs additional time to review the claim, the Committee will provide the Claimant with a notice of the extension before the end of the initial 90-day period. The extension will not be more than 90 days from the end of the initial 90-day
period and the notice of extension will explain the special circumstances that require the extension and the date by which the Committee expects to make a decision. 


 

	 	(b)	Disability Benefits. Notice of denial of Disability benefits will be provided within forty-five (45) days of the Committee’s receipt of the Claimant’s claim for Disability benefits. If the
Committee determines that it needs additional time to review the Disability claim, the Committee will provide the Claimant with a notice of the extension before the end of the initial 45-day period. If the Committee determines that a decision cannot
be made within the first extension period due to matters beyond the control of the Committee, the time period for making a determination may be further extended for an additional 30 days. If such an additional extension is necessary, the Committee
shall notify the Claimant prior to the expiration of the initial 30-day extension. Any notice of extension shall indicate the circumstances necessitating the extension of time, the date by which the Committee expects to furnish a notice of decision,
the specific standards on which such entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim and any additional information needed to resolve those issues. A Claimant will be provided a minimum of 45 days to
submit any necessary additional information to the Committee. In the event that a 30-day extension is necessary due to a Claimant’s failure to submit information necessary to decide a claim, the period for furnishing a notice of decision shall
be tolled from the date on which the notice of the extension is sent to the Claimant until the earlier of the date the Claimant responds to the request for additional information or the response deadline. 


 

	 	(c)	 Contents of Notice. If a claim for benefits is completely or partially denied, notice of such denial shall
be in writing and shall set forth the reasons for denial in plain language. The notice shall: (i) cite the pertinent provisions of the Plan document, and (ii) explain, where appropriate, how the Claimant can perfect the claim,




  
  

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including a description of any additional material or information necessary to complete the claim and why such material or information is necessary. The claim denial also shall include an
explanation of the claims review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse decision on review. In
the case of a complete or partial denial of a Disability benefit claim, the notice shall provide a statement that the Committee will provide to the Claimant, upon request and free of charge, a copy of any internal rule, guideline, protocol, or other
similar criterion that was relied upon in making the decision. 

  

	12.2	Appeal of Denied Claims. A Claimant whose claim has been completely or partially denied shall be entitled to appeal the claim denial by filing a written appeal to the Committee. A Claimant who timely requests a
review of the denied claim (or his or her authorized representative) may review, upon request and free of charge, copies of all documents, records and other information relevant to the denial and may submit written comments, documents, records and
other information relevant to the claim to the Committee. All written comments, documents, records, and other information shall be considered “relevant” if the information: (i) was relied upon in making a benefits determination,
(ii) was submitted, considered or generated in the course of making a benefits decision regardless of whether it was relied upon to make the decision, or (iii) demonstrates compliance with administrative processes and safeguards
established for making benefit decisions. The Committee may, in its sole discretion and if it deems appropriate or necessary, decide to hold a hearing with respect to the claim appeal. 


 

	 	(a)	In General. Appeal of a denied benefits claim (other than a Disability benefits claim) must be filed in writing with the Committee no later than 60 days after receipt of the written notification of such claim
denial. The Committee shall make its decision regarding the merits of the denied claim within 60 days following receipt of the appeal (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time
for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The
notice will indicate the special circumstances requiring the extension of time and the date by which the Committee expects to render the determination on review. The review will take into account comments, documents, records and other information
submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination. 

  

	 	(b)	 Disability Benefits. Appeal of a denied Disability benefits claim must be filed in writing with the
Committee no later than 180 days after receipt of the written notification of such claim denial. The review shall be conducted by the Committee (exclusive of the person who made the initial adverse decision or such person’s subordinate). In
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deference to the initial denial of the claim, (ii) consult a medical professional who has appropriate training and experience in the field of medicine relating to the Claimant’s
disability and who was neither consulted as part of the initial denial nor is the subordinate of such individual, and (iii) identify the medical or vocational experts whose advice was obtained with respect to the initial benefit denial, without
regard to whether the advice was relied upon in making the decision. The Committee shall make its decision regarding the merits of the denied claim within 45 days following receipt of the appeal (or within 90 days after such receipt, in a case where
there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the
Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Committee expects to render the determination on review. Following its review of any
additional information submitted by the Claimant, the Committee shall render a decision on its review of the denied claim. 

  

	 	(c)	Contents of Notice. If a benefits claim is completely or partially denied on review, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language. 


The decision on review shall set forth: (i) the specific reason or reasons for the denial, (ii) specific references to the pertinent
Plan provisions on which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, or other information relevant (as defined
above) to the Claimant’s claim, and (iv) a statement describing any voluntary appeal procedures offered by the plan and a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA. 

 

	 	(d)	For the denial of a Disability benefit, the notice will also include a statement that the Committee will provide, upon request and free of charge: (i) any internal rule, guideline, protocol or other similar
criterion relied upon in making the decision, (ii) any medical opinion relied upon to make the decision, and (iii) the required statement under Section 2560.503-1(j)(5)(iii) of the Department of Labor regulations. 


 

	12.3	Legal Action. A Claimant may not bring any legal action, including commencement of any arbitration, relating to a claim for benefits under the Plan unless and until the Claimant has followed the claims procedures
under the Plan and exhausted his or her administrative remedies under such claims procedures. 

 If a Participant or
Beneficiary prevails in a legal proceeding brought under the Plan to enforce the rights of such Participant or any other similarly situated Participant or 

  
  

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Beneficiary, in whole or in part, the Participating Employer shall reimburse such Participant or Beneficiary for all legal costs, expenses, attorneys’ fees and such other liabilities
incurred as a result of such proceedings. If the legal proceeding is brought in connection with a Change in Control of the Company, or a “change in control” of the Company as defined in a rabbi trust described in Section 11.2, the
Participant or Beneficiary may file a claim directly with the trustee for reimbursement of such costs, expenses and fees. For purposes of the preceding sentence, the amount of the claim shall be treated as if it were an addition to the
Participant’s or Beneficiary’s Account Balance and will be included in determining the Participating Employer’s trust funding obligation under Section 11.2. 

 

	12.4	Discretion of Appeals Committee. All interpretations, determinations and decisions of the Committee with respect to any claim shall be made in its sole discretion, and shall be final and conclusive.


  

	12.5	Arbitration. If any claim or controversy between a Participating Employer and a Participant or Beneficiary is not resolved through the claims procedure set forth in this Article XII, such claim shall be submitted
to and resolved exclusively by arbitration in accordance with the following procedures: 

 All disputes, disagreements, claims
or controversies between a Participant with respect to the Plan shall be resolved exclusively by final and binding arbitration before a single arbitrator who is a retired judge in accordance with the then existing JAMS Employment Arbitration Rules
and Procedures, which can be found at the following website: http://www.jamsadr.com/rules-employment-arbitration. If JAMS is unavailable, the parties will use another mutually agreed upon private dispute resolution service. The Participant
and the Company shall pay their own costs of arbitration; provided, however, the Company will pay such costs of arbitration if required to do so by applicable law. By agreeing to arbitrate, the Participant and the Company are waiving rights to
a jury trial in court. Unless otherwise agreed to by the parties, the arbitration shall be held in the principal city in the federal judicial district of the Central District of the State of California. The arbitrator shall apply the
substantive law of the state of California. This arbitration provision shall be governed by the Federal Arbitration Act, and any action to enforce this Agreement to arbitrate or to enforce or vacate the arbitration award shall also be governed
by the Federal Arbitration Act. Any request for arbitration must be made within one year of the date on which the dispute first arose unless a longer period of time for bringing such a claim is provided by law. The Participant and the
Company shall be entitled to conduct adequate discovery and to obtain all remedies available to the parties as if the matter had been tried in court. The arbitrator shall issue a written decision that provides the findings and conclusions on
which the award is based. The decision of the arbitrator shall be final and binding on all parties, and may be entered as a judgment by any party with any federal or state court of competent jurisdiction. Unless prohibited by law, all
aspects of the arbitration proceeding, and any ruling, 

  
  

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decision or award by the arbitrator, will be strictly confidential. The parties will have the right to seek relief in the appropriate forum to prevent any actual or threatened breach of this
provision. 
 If any of the provisions of this Section 12.5(a) are determined to be unlawful or otherwise unenforceable, in the whole
part, such determination shall not affect the validity of the remainder of this section and this section shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible and to insure that the resolution of all
conflicts between the parties, including those arising out of statutory claims, shall be resolved by neutral, binding arbitration. If a court should find that the provisions of this Section 12.5(a) are not absolutely binding, then the parties
intend any arbitration decision and award to be fully admissible in evidence in any subsequent action, given great weight by any finder of fact and treated as determinative to the maximum extent permitted by law. 

The parties do not agree to arbitrate any putative class action or any other representative action. The parties agree to arbitrate only the
claims(s) of a single Participant or Beneficiary. 
 ARTICLE XIII 

General Provisions 
  

	13.1	Assignment. No interest of any Participant, spouse or Beneficiary under this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void
and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through any Participant, spouse or Beneficiary.
Notwithstanding anything to the contrary herein, however, the Committee has the discretion to make payments to an alternate payee in accordance with the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)).


 The Company may assign any or all of its liabilities under this Plan in connection with any restructuring, recapitalization,
sale of assets or other similar transactions affecting a Participating Employer without the consent of the Participant. 
  

	13.2	No Legal or Equitable Rights or Interest. No Participant or other person shall have any legal or equitable rights or interest in this Plan that are not expressly granted in this Plan. Participation in this Plan
does not give any person any right to be retained in the service of the Participating Employer. The right and power of a Participating Employer to dismiss or discharge an Employee is expressly reserved. The Participating Employer makes no
representations or warranties as to the tax consequences to a Participant or a Participant’s beneficiaries resulting from a deferral of income pursuant to the Plan. 


 

	13.3	No Employment Contract. Nothing contained herein shall be construed to constitute a contract of employment between an Employee and a Participating Employer. 


  
  

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 CalAtlantic Group, Inc. Deferred Compensation Plan 

 


	13.4	Notice. Any notice or filing required or permitted to be delivered to the Committee under this Plan shall be delivered in writing, in person, or through such electronic means as is established by the Committee.
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. Written transmission shall be sent by certified mail to:


 CALATLANTIC GROUP, INC. 

ATTN: BENEFITS MANAGER 

15360 BARRANCA PARKWAY 

IRVINE, CA 92618 
 Any
notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing or hand-delivered, or sent by mail to the last known address of the Participant. 

 

	13.5	Headings. The headings of Sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control. 


 

	13.6	Invalid or Unenforceable Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof and the Committee may
elect in its sole discretion to construe such invalid or unenforceable provisions in a manner that conforms to applicable law or as if such provisions, to the extent invalid or unenforceable, had not been included. 


 

	13.7	Lost Participants or Beneficiaries. Any Participant or Beneficiary who is entitled to a benefit from the Plan has the duty to keep the Committee advised of his or her current mailing address. If benefit payments
are returned to the Plan or are not presented for payment after a reasonable amount of time, the Committee shall presume that the payee is missing. The Committee, after making such efforts as in its discretion it deems reasonable and appropriate to
locate the payee, shall stop payment on any uncashed checks and may discontinue making future payments until contact with the payee is restored. 

  

	13.8	Facility of Payment to a Minor. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Committee may, in its discretion, make such distribution: (i) to the legal
guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence, or (ii) to the conservator or committee or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully
discharge the Committee, the Company, and the Plan from further liability on account thereof. 

  

	13.9	Governing Law. To the extent not preempted by ERISA, the laws of the State of California shall govern the construction and administration of the Plan. 


  
  

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 CalAtlantic Group, Inc. Deferred Compensation Plan 

 

 IN WITNESS WHEREOF, the undersigned executed this Plan as of the 9th of December, 2015, to be effective as of the Effective Date. 
  

					
	CALATLANTIC GROUP, INC.	 	
			
	By:	 	Heather H. Breidenthal	 	
			
	Its:	 	Senior Vice President, Human Resources	 	
		
	  
	 	(Signature)


  
  

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