EX-10.1





 Exhibit 10.1 

MainStreet Bank 401(k) Plan 
 Principal
Financial Group 401(k) Volume Submitter 
 Approved August 8, 2014 

Amend No. 1 Effective January 1, 2019 













					
	            



	  	DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE WASHINGTON, D.C. 20224	  	
	 TAX EXEMPT AND

GOVERNMENT ENTITIES
 DIVISION
	  		  	

  

			
	Plan Description: Volume Submitter Profit Sharing Plan With CODA	  	
	FFN: 31507440004-000 Case: 201200287 EIN: 42-0127290	  	
	Letter Serial No: J599551a	  	
	Date of Submission: 04/02/2012	  	
		
	PRINCIPAL LIFE INSURANCE CO	  	Contact Person:
	711 HIGH STREET	  	  Janell Hayes
	ATTN: KATHY DISNEY C-003-W20	  	Telephone Number:
	DES MOINES, IA 50392	  	  513-263-3602
		  	In Reference To: TEGE:EP:7521
		  	Date: 08/08/2014

 Dear Applicant: 
 In our opinion,
the form of the plan identified above is acceptable under section 401 of the Internal Revenue Code for use by employers for the benefit of their employees. This opinion relates only to the acceptability of the form of the plan under the Internal
Revenue Code. It is not an opinion of the effect of other Federal or local statutes. 
 You must furnish a copy of this letter, a copy of the approved plan,
and copies of any subsequent amendments to adopting employers if the practitioner is authorized to amend the plan on their behalf, to each employer who adopts this plan. Effective on or after 10/31/2011, interim amendments adopted by the
practitioner on behalf of employers must provide the date of adoption by the practitioner. 
 This letter considers the changes in qualification
requirements contained in the 2010 Cumulative List of Notice 2010-90, 2010-52 I.R.B. 909. 

Our opinion on the acceptability of the form of the plan is not a ruling or determination as to whether an employer’s plan qualifies under Code section
401(a). However, an employer that adopts this plan may rely on this letter with respect to the qualification of its plan under Code section 401(a), as provided for in Rev. Proc. 2011-49, 2011-44 I.R.B. 608, and outlined below. The terms of the plan must be followed in operation. 
 Except as provided below,
our opinion does not apply with respect to the requirements of Code sections 401(a)(4), 401(1), 410(b), and 414(s). Our opinion does not apply for purposes of Code section 401(a)(10)(B) and section 40l(a)(16) if an employer ever maintained another
qualified plan for one or more employees who are covered by this plan. For this purpose, the employer will not be considered to have maintained another plan merely because the employer has maintained another defined contribution plan(s), provided
such other plan(s) has been terminated prior to the effective date of this plan and no annual additions have been credited to the account of any participant under such other plan(s) as of any date within the limitation year of this plan. Also, for
this purpose, an employer is considered as maintaining another plan, to the extent that the employer maintains a welfare benefit fund defined in Code section 419(e), which provides postretirement medical benefits allocated to separate accounts for
key employees as defined in Code section 419A(d)(3), or an individual medical account as defined in Code section 415(l)(2), which is part of a pension or annuity plan maintained by the employer, or a simplified employee pension plan. 

Our opinion does not apply for purposes of the requirement of section 1.401(a)-1(b)(2) of the regulations applicable
to a money purchase plan or target benefit plan where the normal retirement age under the employer’s plan is lower than age 62. 

  
 Letter 4335 














 PRINCIPAL LIFE INSURANCE CO 

FFN: 31507440004-000 

Page: 2 
  

 This is not a ruling or determination with respect to any language in the plan that reflects Section 3
of the Defense of Marriage Act, Pub. L. 104-199, 110 Stat. 2419 (DOMA) or U.S. v. Windsor, 570 U.S. 12 (2013), which invalidated that section. 

This letter is not a ruling with respect to the tax treatment to be accorded contributions which are picked up by the governmental employing unit within the
meaning of section 414(h)(2) of the Internal Revenue Code. 
 Our opinion applies with respect to the requirements of Code section 410(b) if
100 percent of all nonexcludable employees benefit under the plan. Employers that elect a safe harbor allocation formula and a safe harbor compensation definition can also rely on an advisory letter with respect to the nondiscriminatory amounts
requirement under section 401(a)(4). If this plan includes a CODA or otherwise provides for contributions subject to sections 401(k) and/or 401(m), the advisory letter can be relied on with respect to the form of the nondiscrimination tests of
401(k)(3) and 401(m)(2) if the employer uses a safe harbor compensation definition. In the case of plans described in section 401(k)(12) or (13) and/or 401(m)(11) or (12), employers may also rely on the advisory letter with respect to whether
the form of the plan satisfies the requirements of those sections unless the plan provides for the safe harbor contribution to be made under another plan. 

The employer may request a determination (1) as to whether the plan, considered with all related qualified plans and, if appropriate, welfare benefit
funds, individual medical benefit accounts, and simplified employee pension plans, satisfies the requirements of Code section 401(a)(16) as to limitations on benefits and contributions in Code section 415 and the requirements of Code section
401(a)(10)(B) as to the top-heavy plan requirements in Code section 416; (2) with respect to whether a money purchase or target benefit plan’s normal retirement age which is earlier than age 62 satisfies
the requirements of section 401(a)-1(b)(2) of the Income Tax Regulations; (3) that the plan is a multiple employer plan; (4) whether there has been a partial termination; and (5) to comply with
published procedures of the Service (e.g. minimum funding waiver request). The employer may request a determination letter by filing an application with Employee Plans Determinations on Form 5307, with regard to item (1) above, and Form 5300,
for items (2), (3), (4) and (5), without restating for the Cumulative List in effect when the application is filed. 
 If you, the volume submitter
practitioner, have any questions concerning the IRS processing of this case, please call the above telephone number. This number is only for use of the practitioner. Individual participants and/or adopting employers with questions concerning the
plan should contact the volume submitter practitioner. The plan’s adoption agreement, if applicable, must include the practitioner’s address and telephone number for inquiries by adopting employers. 

If you write to the IRS regarding this plan, please provide your telephone number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial Number and File Folder Number shown in the heading of this letter. 
 You should
keep this letter as a permanent record. Please notify us if you modify or discontinue sponsorship of this plan. 
  

	
	
	Sincerely Yours,
	
	/s/ Andrew E. Zuckerman
	Andrew E. Zuckerman
	Director, Employee Plans Rulings and Agreements



  
 Letter 4335 














									
	TABLE OF CONTENTS	    			
	 INTRODUCTION
	 		    		    			
				
	 ARTICLE I
	 		    	FORMAT AND DEFINITIONS	    	 	5	 
				
	 Section 1.01
	 	—  	    	Format	    	 	5	 
	 Section 1.02
	 	—  	    	Definitions	    	 	5	 
				
	 ARTICLE II
	 		    	PARTICIPATION	    	 	25	 
				
	 Section 2.01
	 	—  	    	Active Participant	    	 	25	 
	 Section 2.02
	 	—  	    	Inactive Participant	    	 	26	 
	 Section 2.03
	 	—  	    	Cessation of Participation	    	 	26	 
	 Section 2.04
	 	—  	    	Adopting Employers - Separate Plans	    	 	26	 
	 Section 2.05
	 	—  	    	Adopting Employers - Single Plan	    	 	26	 
	 Section 2.06
	 	—  	    	Adopting Employers - Multiple Employer Plan	    	 	26	 
				
	 ARTICLE III
	 		    	CONTRIBUTIONS	    	 	27	 
				
	 Section 3.01
	 	—  	    	Employer Contributions	    	 	27	 
	 Section 3.02
	 	—  	    	Voluntary Contributions by Participants	    	 	29	 
	 Section 3.03
	 	—  	    	Rollover Contributions	    	 	29	 
	 Section 3.04
	 	—  	    	In-plan Roth Rollovers	    	 	31	 
	 Section 3.05
	 	—  	    	Forfeitures	    	 	32	 
	 Section 3.06
	 	—  	    	Allocation	    	 	33	 
	 Section 3.07
	 	—  	    	Contribution Limitation	    	 	34	 
	 Section 3.08
	 	—  	    	Excess Amounts	    	 	38	 
	 Section 3.09
	 	—  	    	401(k) Safe Harbor Provisions	    	 	47	 
	 Section 3.10
	 	—  	    	Eligible Automatic Contribution Arrangement (EACA) Provisions	    	 	51	 
	 Section 3.11
	 	—  	    	Qualified Automatic Contribution Arrangement (QACA) Safe Harbor Provisions	    	 	51	 
				
	 ARTICLE IV
	 		    	INVESTMENT OF CONTRIBUTIONS	    	 	52	 
				
	 Section 4.01
	 	—  	    	Investment and Timing of Contributions	    	 	52	 
	 Section 4.02
	 	—  	    	Investment in Qualifying Employer Securities	    	 	53	 
	 Section 4.03
	 	—  	    	Voting and Tender of Self-Directed Brokerage Accounts	    	 	57	 
	 Section 4.04
	 	—  	    	Life Insurance	    	 	57	 
				
	 ARTICLE V
	 		    	BENEFITS	    	 	58	 
				
	 Section 5.01
	 	—  	    	Retirement Benefits	    	 	58	 
	 Section 5.02
	 	—  	    	Death Benefits	    	 	58	 
	 Section 5.03
	 	—  	    	Vested Benefits	    	 	58	 
	 Section 5.04
	 	—  	    	When Benefits Start	    	 	59	 
	 Section 5.05
	 	—  	    	Withdrawal Benefits	    	 	60	 
	 Section 5.06
	 	—  	    	Loans to Participants	    	 	61	 
	 Section 5.07
	 	—  	    	Distributions Under Qualified Domestic Relations Orders	    	 	64	 

  

  

					
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	 ARTICLE VI
	 	DISTRIBUTION OF BENEFITS	 	 	66	 
				
	 Section 6.01
	 	—  	 	Automatic Forms of Distribution	 	 	66	 
	 Section 6.02
	 	—  	 	Optional Forms of Distribution	 	 	66	 
	 Section 6.03
	 	—  	 	Election Procedures	 	 	67	 
	 Section 6.04
	 	—  	 	Notice Requirements	 	 	68	 
			
	 ARTICLE VII
	 	REQUIRED MINIMUM DISTRIBUTIONS	 	 	69	 
				
	 Section 7.01
	 	—  	 	Application	 	 	69	 
	 Section 7.02
	 	—  	 	Definitions	 	 	69	 
	 Section 7.03
	 	—  	 	Required Minimum Distributions	 	 	70	 
	 Section 7.04
	 	—  	 	TEFRA Section 242(b)(2) Elections	 	 	74	 
			
	 ARTICLE VIII
	 	TERMINATION OF THE PLAN	 	 	75	 
			
	 ARTICLE IX
	 	ADMINISTRATION OF THE PLAN	 	 	76	 
				
	 Section 9.01
	 	—  	 	Administration	 	 	76	 
	 Section 9.02
	 	—  	 	Expenses	 	 	76	 
	 Section 9.03
	 	—  	 	Records	 	 	77	 
	 Section 9.04
	 	—  	 	Information Available	 	 	77	 
	 Section 9.05
	 	—  	 	Claim Procedures	 	 	77	 
	 Section 9.06
	 	—  	 	Delegation of Authority	 	 	78	 
	 Section 9.07
	 	—  	 	Exercise of Discretionary Authority	 	 	79	 
	 Section 9.08
	 	—  	 	Transaction Processing	 	 	79	 
			
	 ARTICLE X
	 	GENERAL PROVISIONS	 	 	80	 
				
	 Section 10.01
	 	—  	 	Amendments	 	 	80	 
	 Section 10.02
	 	—  	 	Direct Rollovers	 	 	82	 
	 Section 10.03
	 	—  	 	Mergers and Direct Transfers	 	 	82	 
	 Section 10.04
	 	—  	 	Provisions Relating to the Insurer and Other Parties	 	 	84	 
	 Section 10.05
	 	—  	 	Employment Status	 	 	84	 
	 Section 10.06
	 	—  	 	Rights to Plan Assets	 	 	84	 
	 Section 10.07
	 	—  	 	Beneficiary	 	 	84	 
	 Section 10.08
	 	—  	 	Nonalienation of Benefits	 	 	85	 
	 Section 10.09
	 	—  	 	Construction	 	 	85	 
	 Section 10.10
	 	—  	 	Legal Actions	 	 	85	 
	 Section 10.11
	 	—  	 	Small Amounts	 	 	86	 
	 Section 10.12
	 	—  	 	Word Usage	 	 	86	 
	 Section 10.13
	 	—  	 	Change in Service Method	 	 	86	 
	 Section 10.14
	 	—  	 	Military Service	 	 	88	 
	 Section 10.15
	 	—  	 	Qualification of Plan	 	 	88	 
			
	ARTICLE XI	 	TOP-HEAVY PLAN REQUIREMENTS	 	 	89	 
				
	 Section 11.01
	 	—  	 	Application	 	 	89	 
	 Section 11.02
	 	—  	 	Definitions	 	 	89	 
	 Section 11.03
	 	—  	 	Modification of Vesting Requirements	 	 	91	 


  

					
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	 Section 11.04
	 	—  	 	Modification of Contributions	 	 	92	 
			
	 ARTICLE XII
	 	TRUST PROVISIONS	 	 	93	 
			
	PLAN EXECUTION	 		 			
		
	 PROTECTED BENEFIT ADDENDUM
	 			


  

					
	Amend No. 1 Effective January 1, 2019	  	3	  	Plan ID No. 1039343 (8-11744)














 INTRODUCTION 

The Primary Employer previously established a retirement plan on October 1, 2004. 

The Plan is amended with this Amendment Number 1, effective January 1, 2019. This amended document is substituted in lieu of the prior document with the
exception of any interim amendment and any model amendment that have not been incorporated into this amendment. Such amendment(s) shall continue to apply to this Plan until such provisions are integrated into the Plan or such amendment(s) are
superseded by another amendment. 
 It is intended that the Plan, as amended, qualify as a profit sharing plan under the Internal Revenue Code of 1986,
including any later amendments to the Code. The Employer agrees to operate the Plan according to the terms, provisions, and conditions set forth in this document. 

The amended Plan continues to be for the exclusive benefit of employees of the Employer. All persons covered under the Plan before the effective date of this
amendment shall continue to be covered under the amended Plan, if they are still Eligible Employees as of the amendment date, with no loss of benefits. 

  

					
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 ARTICLE I 

FORMAT AND DEFINITIONS 
 SECTION
1.01—FORMAT. 
 The Employer’s retirement plan is set out in this signed document, and any amendments to this document. 

Words and phrases defined in the DEFINITIONS SECTION of Article I shall have that defined meaning when used in this Plan, unless the context clearly indicates
otherwise. These words and phrases have initial capital letters to aid in identifying them as defined terms. 
 Some of the defined terms and phrases in the
DEFINITIONS SECTION of Article I and some of the provisions contained in the following articles may not apply to this Plan and shall not be used in the Plan. The provisions in Articles II through XII of the Plan shall determine whether or not the
terms will apply. 
 SECTION 1.02—DEFINITIONS. 

Account means the Participant’s share of the Plan Fund. Separate accounting records are kept for those parts of his Account resulting from
the following contributions that are made to the plan as stated in Article III: 
  

	(a)	 Nondeductible Voluntary Contributions 



 

	(b)	 Deductible Voluntary Contributions 



 

	(c)	 Pre-tax Elective Deferral Contributions 



 

	(d)	 Roth Elective Deferral Contributions 



 

	(e)	 In-plan Roth Rollovers 



 

	(f)	 Matching Contributions that are not Qualified Matching Contributions or QACA Matching Contributions



  

	(g)	 Qualified Matching Contributions 



 

	(h)	 QACA Matching Contributions 



 

	(i)	 Qualified Nonelective Contributions 



 

	(j)	 QACA Nonelective Contributions 



 

	(k)	 Wage Rate Contributions 



 

	(l)	 All other Employer Contributions 



 

	(m)	 Rollover Contributions 



  

					
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 If the Participant’s Vesting Percentage is less than 100% as to any of the Employer Contributions, a
separate accounting record will be kept for any part of his Account resulting from such Employer Contributions and, if there has been a prior Forfeiture Date, from such Contributions made before a prior Forfeiture Date. 

A Participant’s Account shall be reduced by any distribution of his Vested Account and by any Forfeitures. A Participant’s Account shall participate
in the earnings credited, expenses charged, and any appreciation or depreciation of the Investment Fund. His Account is subject to any minimum guarantees applicable under the Annuity Contract or other investment arrangement and to any expenses
associated therewith. 
 Accrual Computation Period means the 12-month period used to measure hours for
purposes of receiving an Employer Contribution or allocation. 
 Accrual Service means the period of service used to determine the number of
units credited to a Participant for purposes of determining the amount of his Discretionary Contribution. 
 ACP Test means the
nondiscrimination test described in Code Section 401(m)(2) as provided for in subparagraph (d) of the EXCESS AMOUNTS SECTION of Article III. 

ACP Test Safe Harbor means the method described in the 401(k) SAFE HARBOR PROVISIONS SECTION or the QUALIFIED AUTOMATIC CONTRIBUTION ARRANGEMENT
(QACA) SAFE HARBOR PROVISIONS SECTION of Article III for satisfying the ACP Test with respect to Matching Contributions. 
 Active Participant means
an Eligible Employee who is actively participating in the Plan according to the provisions in the ACTIVE PARTICIPANT SECTION of Article II. 

Additional Contributions means additional Employer Contributions (see the EMPLOYER CONTRIBUTIONS SECTION of Article III), or the Forfeitures
that are reallocated according to the ALLOCATION SECTION of Article III and are deemed to be Additional Contributions. 
 Adopting Employer means an
employer who has adopted this Plan and who is not the Primary Employer. 
 ADP Test means the nondiscrimination test described in Code
Section 401(k)(3) as provided for in subparagraph (c) of the EXCESS AMOUNTS SECTION of Article III. 
 ADP Test Safe Harbor means
the method described in the 401(k) SAFE HARBOR PROVISIONS SECTION or the QUALIFIED AUTOMATIC CONTRIBUTION ARRANGEMENT (QACA) SAFE HARBOR PROVISIONS SECTION of Article III for satisfying the ADP Test. 

Affiliated Service Group means any group of corporations, partnerships or other organizations of which the Employer is a part and that is
affiliated within the meaning of Code Section 414(m) and the regulations thereunder. The term Controlled Group, as it is used in this Plan, shall include the term Affiliated Service Group. 

Allocation Group means the designated groups of Employees for purposes of determining separate Discretionary Contributions in the EMPLOYER
CONTRIBUTIONS SECTION of Article III. 
 For this purpose, each Highly Compensated Employee shall be in a separate Allocation Group and all Nonhighly
Compensated Employees shall be in one Allocation Group. 

  

					
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 The criteria for determining the make-up of each Allocation Group may not be subject to Employer discretion,
which would cause the Plan to fail to have a definite allocation formula. The Allocation Groups shall not be structured to limit participation to only the shortest service and lowest paid Nonhighly Compensated Employees while excluding all other
Nonhighly Compensated Employees. 
 In the case of a sole proprietorship or partnership, the requirements of section
1.401(k)-1(a)(6) of the regulations continue to apply, and the allocation method, including the determination of participant allocation groups, should not be such that a cash or deferred election is created
for any Self-employed Individual. 
 Alternate Payee means any spouse, former spouse, child, or other dependent of a Participant who is
recognized by a qualified domestic relations order as having a right to receive all, or a portion of, the benefits payable under the Plan with respect to such Participant. 

Annual Compensation means the Employee’s Compensation for a defined 12-month period of time. 

For a Plan Year, Annual Compensation is the Employee’s Compensation for the Compensation Year ending with or within the consecutive 12-month period ending on the last day of the Plan Year. 
 Annuity Contract means the annuity contract or
contracts into which the Primary Employer, and the Adopting Employers adopting this Plan as a separate plan enter, or Trustee enters, whichever is appropriate, with the Insurer for guaranteed benefits, for the investment of Contributions in
separate accounts, and for the payment of benefits under this Plan. 
 Annuity Starting Date means the first day of the first period for which an
amount is payable as an annuity or any other form. 
 Appendix A means the appendix identified as Appendix A which may be attached to and made
a part of this Plan. 
 Beneficiary means the person or persons named by a Participant to receive any benefits under the Plan when the
Participant dies. See the BENEFICIARY SECTION of Article X. 
 Benefit Factor means, for a Plan Year, a person’s Annual Compensation for the
Plan Year multiplied by his actuarial factor for the Plan Year determined in Appendix A. 
 Catch-up
Contributions means Elective Deferral Contributions made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by Participants who are age 50 or older by the end of their taxable year. An otherwise
applicable Plan limit is a limit in the Plan that applies to Elective Deferral Contributions without regard to Catch-up Contributions, such as the limits on the Maximum Annual Additions, as defined in the
CONTRIBUTION LIMITATION SECTION of Article III, the dollar limitation on Elective Deferral Contributions under Code Section 402(g) (not counting Catch-up Contributions), and the limit imposed by the ADP
Test. 
 Catch-up Contributions are not subject to the limits on the Maximum Annual Additions, as defined in the
CONTRIBUTION LIMITATION SECTION of Article III, are not counted in the ADP Test, and are not counted in determining the minimum allocation under Code Section 416 (but Catch-up Contributions made in prior
years are counted in determining whether the Plan is top-heavy). 
 Claimant means any person who makes a
claim for benefits under this Plan. See the CLAIM PROCEDURES SECTION of Article IX. 

  

					
	Amend No. 1 Effective January 1, 2019	  	7	  	Plan ID No. 1039343 (8-11744)














 Code means the Internal Revenue Code of 1986, as amended. 

Compensation means, except for purposes of the CONTRIBUTION LIMITATION SECTION of Article III and Article XI, the total earnings, except as
modified in this definition, from the Employer during any specified period. 
 “Earnings” in this definition means wages, within the meaning of
Code Section 3401(a), and all other payments of compensation to an Employee by the Employer (in the course of the Employer’s trade or business) for which the Employer is required to furnish the Employee a written statement under Code
Sections 6041(d), 6051(a)(3), and 6052. Earnings shall be determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services
performed (such as the exception for agricultural labor in Code Section 3401(a)(2)). The type of compensation that is reported in the “Wages, Tips and Other Compensation” box on Form W-2
satisfies this definition. 
 For any Self-employed Individual, Compensation means Earned Income. 

Except as provided herein, Compensation for a specified period is the Compensation actually paid or made available (or if earlier, includible in gross income)
during such period. 
 For Plan Years beginning on or after July 1, 2007, Compensation for a Plan Year shall also include Compensation paid by the
later of 2 1/2 months after an Employee’s Severance from Employment with the Employer maintaining the Plan or the end of the Plan Year that includes the date of the Employee’s Severance from Employment with the Employer maintaining the
Plan, if (i) the payment is regular Compensation for services during the Employee’s regular working hours, or Compensation for services outside the Employee’s regular working hours (such as overtime or shift differential),
commissions, bonuses, or other similar payments, and, absent a Severance from Employment, the payments would have been paid to the Employee while the Employee continued in employment with the Employer; (ii) the payment is for unused accrued
bona fide sick, vacation or other leave that the Employee would have been able to use if employment had continued; or (iii) the payment is received by the Employee pursuant to a nonqualified unfunded deferred compensation plan and would have
been paid at the same time if employment had continued, but only to the extent includible in gross income. 
 Any payments not described above shall not be
considered Compensation if paid after Severance from Employment, even if they are paid by the later of 2 1/2 months after the date of Severance from Employment or the end of the Plan Year that includes the date of Severance from Employment. 

Back pay, within the meaning of section 1.415(c)-2(g)(8) of the regulations, shall be treated as Compensation for the
Plan Year to which the back pay relates to the extent the back pay represents wages and compensation that would otherwise be included in this definition. 

Compensation paid or made available during a specified period shall include amounts that would otherwise be included in Compensation but for an election under
Code Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b). 
 Compensation shall exclude reimbursements or other expense allowances,
fringe benefits (cash and noncash), moving expenses, deferred compensation (other than elective contributions), and welfare benefits. 

  

					
	Amend No. 1 Effective January 1, 2019	  	8	  	Plan ID No. 1039343 (8-11744)














 For purposes of the EXCESS AMOUNTS SECTION of Article III, the Employer may elect to use an alternative
nondiscriminatory definition of Compensation in accordance with the regulations under Code Section 414(s). 
 The annual Compensation of each
Participant taken into account in determining contributions and allocations for any determination period (the period over which Compensation is determined) shall not exceed $200,000, as adjusted for
cost-of-living increases in accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to any determination
period beginning with or within such calendar year. In modification of the foregoing, Elective Deferral Contributions may be made with respect to Compensation that exceeds the annual compensation limit, provided such Elective Deferral Contributions
otherwise satisfy any applicable limitations. 
 If a determination period consists of fewer than 12 months, the annual compensation limit is an amount
equal to the otherwise applicable annual compensation limit multiplied by a fraction. The numerator of the fraction is the number of months in the short determination period, and the denominator of the fraction is 12. 

If Compensation for any prior determination period is taken into account in determining a Participant’s contributions or allocations for the current Plan
Year, the Compensation for such prior determination period is subject to the applicable annual compensation limit in effect for that determination period. For this purpose, in determining contributions and allocations in Plan Years beginning on or
after January 1, 2002, the annual compensation limit in effect for determination periods beginning before that date is $200,000. 
 Compensation means,
for a Leased Employee, Compensation for the services the Leased Employee performs for the Employer, determined in the same manner as the Compensation of Employees who are not Leased Employees, regardless of whether such Compensation is received
directly from the Employer or from the leasing organization. 
 Compensation Year means a defined 12-month
period used to determine Annual Compensation. 
 The Compensation Year is the consecutive 12-month period ending on
the last day of each Plan Year, including corresponding periods before the effective date of the Plan. 
 Contingent Annuitant means an individual
named by the Participant to receive a lifetime benefit after the Participant’s death in accordance with a survivorship life annuity. 

Contribution Date means the date on which Wage Rate Contributions are calculated. 

Contributions means Employer Contributions, Participant Contributions, and Rollover Contributions as set out in Article III, unless the context
clearly indicates only specific contributions are meant. 
 Controlled Group means any group of corporations, trades, or businesses of which the
Employer is a part that is under common control. A Controlled Group includes any group of corporations, trades, or businesses, whether or not incorporated, which is either a parent-subsidiary group, a brother-sister group, or a combined group
within the meaning of Code Section 414(b), Code Section 414(c) and the regulations thereunder and, for purposes of determining contribution limitations under the CONTRIBUTION LIMITATION SECTION of Article III, as modified by Code
Section 415(h). The term Controlled Group, as it is used in this Plan, shall include the term Affiliated Service Group and any other employer required to be aggregated with the Employer under Code Section 414(o) and the regulations
thereunder. 

  

					
	Amend No. 1 Effective January 1, 2019	  	9	  	Plan ID No. 1039343 (8-11744)














 Designated Beneficiary means the individual who is designated by the Participant (or the
Participant’s surviving spouse) as the Beneficiary of the Participant’s interest under the Plan and who is the designated beneficiary under Code Section 401(a)(9) and section
1.401(a)(9)-4 of the regulations. 
 Designated Roth Account means the portion of a Participant’s
Account resulting from Roth Elective Deferral Contributions, In-plan Roth Rollovers, and the portion of a Rollover Contribution from a designated Roth account under another plan, and the respective
earnings thereon. The Designated Roth Account shall be record kept in a manner that satisfies the separate accounting requirements of section 1.401(k)-1(f) of the regulations. 

Differential Wage Payments means any payments that are made on or after January 1, 2009, by an Employer to an individual with respect to
any period during which the individual is performing Qualified Military Service while on active duty for a period of more than 30 days. Such payments shall be made in accordance with Code Section 3401(h) and represent all or a portion of the
wages the individual would have received from the Employer if the individual were performing service for the Employer. 
 Direct Rollover means a
payment by the Plan to the Eligible Retirement Plan specified by the Distributee. 
 Discretionary Contributions means discretionary Employer
Contributions. See the EMPLOYER CONTRIBUTIONS SECTION of Article III. 
 Distributee means an Employee or former Employee. In addition, the
Employee’s (or former Employee’s) surviving spouse and the Employee’s (or former Employee’s) spouse or former spouse who is the Alternate Payee under a qualified domestic relations order, as defined in Code
Section 414(p), are Distributees with regard to the interest of the spouse or former spouse. For distributions made after December 31, 2006, a Distributee includes the Employee’s (or former Employee’s) nonspouse Designated
Beneficiary, in which case, the distribution can only be transferred to a traditional IRA or Roth IRA established on behalf of the nonspouse Designated Beneficiary for the purpose of receiving the distribution. 

Early Retirement Age means an age prior to the Participant’s Normal Retirement Age. The Participant’s Account shall become
nonforfeitable if he is an Employee upon attainment of such age. 
 Early Retirement Age is not applicable to this Plan. 

Early Retirement Date means a date before a Participant’s Normal Retirement Date that he selects for the start of his retirement benefits.

 Early retirement is not permitted. 
 Earned Income
means, for a Self-employed Individual, net earnings from self-employment in the trade or business for which this Plan is established if such Self-employed Individual’s personal services are a material income producing factor for that
trade or business. Net earnings shall be determined without regard to items not included in gross income and the deductions properly allocable to or chargeable against such items. Net earnings shall be reduced for the employer contributions to the
employer’s qualified retirement plan(s) to the extent deductible under Code Section 404. 
 Net earnings shall be determined with regard to the
deduction allowed to the employer by Code Section 164(f) for taxable years beginning after December 31, 1989. 

  

					
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 Elective Deferral Agreement means an agreement between an Eligible Employee and the Employer under
which an Eligible Employee may make Elective Deferral Contributions. An Elective Deferral Agreement (or change thereto) must be made in such manner and in accordance with such rules as the Employer may prescribe in a nondiscriminatory manner
(including by means of voice response or other electronic system under circumstances the Employer permits). Elective Deferral Agreements cannot relate to Compensation that is payable prior to the later of the adoption or effective date of the cash
or deferred arrangement (CODA). Elective Deferral Agreements shall be made, changed, or terminated according to the provisions of the EMPLOYER CONTRIBUTIONS SECTION of Article III. An Elective Deferral Agreement may also be terminated according to
the terms of an automatic contribution arrangement. 
 Elective Deferral Contributions means Employer Contributions made in accordance with either an
Elective Deferral Agreement or the terms of an automatic contribution arrangement. 
 Elective Deferral Contributions means Pre-tax Elective Deferral Contributions and Roth Elective Deferral Contributions, unless the context clearly indicates only one is meant. 

Elective Deferral Contributions shall be 100% vested and subject to the distribution restrictions of Code Section 401(k) when made. See the WHEN BENEFITS
START SECTION of Article V. 
 Eligibility Computation Period means a consecutive 12-month period. 

Eligibility Service means the period of service used to determine if an Employee has met any service requirement for eligibility described in
the ACTIVE PARTICIPANT SECTION of Article II. 
 Eligible Employee means any Employee of the Employer excluding the following: 

Bargaining class. Represented for collective bargaining purposes by any collective bargaining agreement between the Employer and employee
representatives, if retirement benefits were the subject of good faith bargaining and if two percent or less of the Employees who are covered pursuant to that agreement are professionals as defined in section
1.410(b)-9 of the regulations. For this purpose, the term “employee representatives” does not include any organization more than half of whose members are Employees who are owners, officers, or
executives of the Employer. 
 Nonresident alien, within the meaning of Code Section 7701(b)(1)(B), who receives no earned income,
within the meaning of Code Section 911(d)(2), from the Employer that constitutes income from sources within the United States, within the meaning of Code Section 861(a)(3), or who receives such earned income but it is all exempt from
income tax in the United States under the terms of an income tax convention. 
 Leased Employee. 

An individual considered by the Employer to be an independent contractor who is later determined by the Internal Revenue Service to be an
Employee. 
 However, to the extent an Employee becomes an Employee as a result of a Code Section 410(b)(6)(C) transaction, that Employee shall not be
an Eligible Employee during the period beginning on the date of the transaction and ending on the last day of the first Plan Year beginning after the date of the transaction. This period is called the transition period. The transition period may end
earlier if there is a significant change in the coverage under the Plan or if the Employer chooses to cover all similarly situated Employees as of an earlier date. A Code Section 410(b)(6)(C) transaction is an asset or stock acquisition,
merger, or similar transaction involving a change in the employer of the employees of a trade or business. 

  

					
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 Eligible Retirement Plan means an eligible plan under Code Section 457(b) which is maintained by
a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan, a traditional IRA, a Roth
IRA for distributions after December 31, 2007, an annuity plan described in Code Section 403(a), an annuity contract described in Code Section 403(b), or a qualified plan described in Code Section 401(a), that accepts the
Distributee’s Eligible Rollover Distribution. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the Alternate Payee under a qualified domestic
relations order, as defined in Code Section 414(p). 
 If any portion of an Eligible Rollover Distribution is attributable to payments or distributions
from a Designated Roth Account, an Eligible Retirement Plan with respect to such portion shall include only (i) another designated Roth account of the individual from whose Account the payments or distributions were made or (ii) a Roth IRA
of such individual. 
 Eligible Rollover Distribution means any distribution of all or any portion of the balance to the credit of the
Distributee, except that an Eligible Rollover Distribution does not include: (i) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of
the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s Designated Beneficiary, or for a specified period of ten years or more; (ii) any distribution to the extent such distribution is
required under Code Section 401(a)(9); (iii) any hardship distribution; (iv) any Permissible Withdrawal; and (v) any other distribution(s) that is reasonably expected to total less than $200 during a year. For purposes of the $200
rule, a distribution from a Designated Roth Account and a distribution from other accounts under the Plan shall be treated as made under separate plans. 

Any portion of a distribution that consists of after-tax employee contributions that are not includible in gross income may be transferred only to (i) a
traditional individual retirement account or annuity described in Code Section 408(a) or (b) (a “traditional IRA”); (ii) a Roth individual retirement account or annuity described in Code Section 408A (a “Roth IRA”) for
distributions after December 31, 2007; or (iii) a qualified plan or an annuity contract described in Code Section 401(a) and 403(b), respectively, that agrees to separately account for amounts so transferred (and earnings thereon),
including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible. 

Employee means an individual who is employed by the Employer or any other employer required to be aggregated with the Employer under Code
Sections 414(b), (c), (m), or (o). A Controlled Group member is required to be aggregated with the Employer. 
 Beginning January 1, 2009, the term
Employee shall include any individual receiving Differential Wage Payments. 
 The term Employee shall include any Self-employed Individual treated as an
employee of any employer described in the preceding paragraphs as provided in Code Section 401(c)(1). The term Employee shall also include any Leased Employee deemed to be an employee of any employer described in the preceding paragraphs as
provided in Code Section 414(n) or (o). 
 An independent contractor is not an Employee. If the Internal Revenue Service determines that an individual
who the Employer considered to be an independent contractor is an Employee, such individual shall be an Employee as of the reclassification date. 

  

					
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 Employer means, except for purposes of the CONTRIBUTION LIMITATION SECTION of Article III, the
Primary Employer or an Adopting Employer who has adopted this Plan as a separate plan. This will also include any successor corporation, trade or business which will, by written agreement, assume the obligations of this Plan or any Predecessor
Employer that maintained this Plan. 
 Employer Contributions means Elective Deferral Contributions, Matching Contributions, Qualified
Nonelective Contributions, QACA Nonelective Contributions, Additional Contributions, Wage Rate Contributions, and Discretionary Contributions as set out in Article III and contributions made by the Employer in accordance with the provisions of
the MODIFICATION OF CONTRIBUTIONS SECTION of Article XI, unless the context clearly indicates only specific contributions are meant. 
 Employer Group
means each separate group of entities which consist of the Primary Employer and all Adopting Employers that are members of the same Controlled Group as the Primary Employer or consist of an Adopting Employer that is not a member of the
same Controlled Group as the Primary Employer and all other Adopting Employers who are members of the same Controlled Group as such Adopting Employer. If more than one Employer Group adopts this Plan, the Plan shall be a multiple employer plan as
described in Code Section 413(c). 
 Employment Commencement Date means the date an Employee first performs an Hour of Service. 

Entry Date means the date an Employee first enters the Plan as an Active Participant. See the ACTIVE PARTICIPANT SECTION of Article II. 

ERISA means the Employee Retirement Income Security Act of 1974, as amended. 

Fiscal Year means the Primary Employer’s taxable year. The last day of the Fiscal Year is December 31. 

Forfeiture means the part, if any, of a Participant’s Account that is forfeited. See the FORFEITURES SECTION of Article III. 

Forfeiture Date means the date on which a Forfeiture occurs. 

Highly Compensated Employee means any Employee who: 
  

	(a)	 was a 5-percent owner at any time during the year or the preceding
year, or 


  

	(b)	 for the preceding year had compensation from the Employer in excess of $80,000 and was in the top-paid group (top 20% of employees based on compensation) for the preceding year. The $80,000 amount is adjusted at the same time and in the same manner as under Code Section 415(d), except that the base
period is the calendar quarter ending September 30, 1996. 


 For this purpose the applicable year of the plan for which a
determination is being made is called a determination year and the preceding 12-month period is called a look-back year. 

In determining who is a Highly Compensated Employee, the Employer makes a top-paid group election. The effect of this
election is that an Employee (who is not a 5-percent owner at any time during the determination year or the look-back year) with compensation in excess of $80,000 (as adjusted) for the look-back year is a
Highly Compensated Employee only if the Employee was in the top paid group for the look-back year. 

  

					
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 The election(s) once made, apply for all subsequent years unless changed by the Employer. The election(s)
must apply consistently to the determination years of all plans maintained by the Employer which reference the highly compensated employee definition in Code Section 414(q), except as provided in Internal Revenue Service Notice 97-45 (or superseding guidance). 
 The determination of who is a highly compensated former Employee is based on the rules
applicable to determining Highly Compensated Employee status as in effect for that determination year, in accordance with section 1.414(q)-1T, A-4 of the temporary
Income Tax Regulations and Internal Revenue Service Notice 97-45. 
 The determination of who is a Highly
Compensated Employee, including the determinations of the number and identity of Employees in the top-paid group, the compensation that is considered, and the identity of the
5-percent owners, shall be made in accordance with Code Section 414(q) and the regulations thereunder. 
 For
purposes of this definition, the above references to compensation shall mean Compensation as defined in the CONTRIBUTION LIMITATION SECTION of Article III. 

Hour of Service means, for the elapsed time method of crediting service in this Plan, each hour for which an Employee is paid, or entitled to
payment, for performing duties for the Employer. Hour of Service means, for the hours method of crediting service in this Plan, the following: 
  

	(a)	 Each hour for which an Employee is paid, or entitled to payment, for performing duties for the Employer during
the applicable computation period. 


  

	(b)	 Each hour for which an Employee is paid, or entitled to payment, by the Employer on account of a period of time
in which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. Notwithstanding the
preceding provisions of this subparagraph (b), no credit will be given to the Employee: 


  

	 	(1)	 for more than 501 Hours of Service under this subparagraph (b) on account of any single continuous period
in which the Employee performs no duties (whether or not such period occurs in a single computation period); or 


  

	 	(2)	 for an Hour of Service for which the Employee is directly or indirectly paid, or entitled to payment, on
account of a period in which no duties are performed if such payment is made or due under a plan maintained solely for the purpose of complying with applicable worker’s or workmen’s compensation, or unemployment compensation, or disability
insurance laws; or 


  

	 	(3)	 for an Hour of Service for a payment which solely reimburses the Employee for medical or medically related
expenses incurred by him. 


 For purposes of this subparagraph (b), a payment shall be deemed to be made by, or due from
the Employer, regardless of whether such payment is made by, or due from the Employer, directly or indirectly through, among others, a trust fund or insurer, to which the Employer contributes or pays premiums and regardless of whether contributions
made or due to the trust fund, insurer or other entity are for the benefit of particular employees or are on behalf of a group of employees in the aggregate. 

  

					
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	(c)	 Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the
Employer. The same Hours of Service shall not be credited both under subparagraph (a) or subparagraph (b) above (as the case may be) and under this subparagraph (c). Crediting of Hours of Service for back pay awarded or agreed to with
respect to periods described in subparagraph (b) above will be subject to the limitations set forth in that subparagraph. 


 The
crediting of Hours of Service above shall be applied under the rules of paragraphs (b) and (c) of the Department of Labor Regulation 2530.200b-2 (including any interpretations or opinions implementing
such rules); which rules, by this reference, are specifically incorporated in full within this Plan. The reference to paragraph (b) applies to the special rule for determining Hours of Service for reasons other than the performance of duties
such as payments calculated (or not calculated) on the basis of units of time and the rule against double credit. The reference to paragraph (c) applies to the crediting of Hours of Service to computation periods. 

Hours of Service shall be credited for employment with any other employer required to be aggregated with the Employer under Code Sections 414(b), (c), (m), or
(o) and the regulations thereunder for purposes of eligibility and vesting. Hours of Service shall also be credited for any individual who is considered an employee for purposes of this Plan pursuant to Code Section 414(n) or (o) and
the regulations thereunder. 
 Solely for purposes of determining whether a one-year break in service has occurred
for vesting purposes, during a Parental Absence an Employee shall be credited with the Hours of Service which would otherwise have been credited to the Employee but for such absence, or in any case in which such hours cannot be determined, eight
Hours of Service per day of such absence. The Hours of Service credited under this paragraph shall be credited in the computation period in which the absence begins if the crediting is necessary to prevent a break in service in that period; or in
all other cases, in the following computation period. 
 Inactive Participant means a former Active Participant who has an Account. See the
INACTIVE PARTICIPANT SECTION of Article II. 
 In-plan Roth Rollover means the irrevocable rollover of
all or any portion of a Participant’s Vested Account (other than a Designated Roth Account) to a Designated Roth Account under the Plan. The rollover shall be subject to the provisions of the
IN-PLAN ROTH ROLLOVERS SECTION of Article III, and made in accordance with Code Section 402A(c)(4) and any subsequent guidance. 

Insurance Policy means the life insurance policy or policies issued to the Trustee by the Insurer as provided in Article IV. 

Insurer means Principal Life Insurance Company or the insurance company or companies named by (i) the Primary Employer or (ii) the
Trustee in its discretion or as directed under the Trust Agreement. 
 Integration Level means the point in an integrated allocation formula at which
the percentage of Compensation used to determine the allocation of the Discretionary Contribution increases. 
 Investment Fund means the
total of Plan assets, excluding the cash value of any Insurance Policy and the guaranteed benefit policy portion of any Annuity Contract. All or a portion of these assets may be held under, or invested pursuant to, the terms of a Trust
Agreement. 

  

					
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 The Investment Fund shall be valued at current fair market value as of the Valuation Date. The valuation
shall take into consideration investment earnings credited, expenses charged, payments made, and changes in the values of the assets held in the Investment Fund. 

The Investment Fund shall be allocated at all times to Participants, except as otherwise expressly provided in the Plan. The Account of a Participant shall be
credited with its share of the gains and losses of the Investment Fund. The part of a Participant’s Account invested in a funding arrangement that establishes one or more accounts or investment vehicles for such Participant thereunder shall be
credited with the gain or loss from such accounts or investment vehicles. The part of a Participant’s Account invested in other funding arrangements shall be credited with a proportionate share of the gain or loss of such investments. The share
shall be determined by multiplying the gain or loss of the investment by the ratio of the part of the Participant’s Account invested in such funding arrangement to the total of the Investment Fund invested in such funding arrangement. 

Investment Manager means any fiduciary (other than a Trustee or Named Fiduciary) 

 

	(a)	 who has the power to manage, acquire, or dispose of any assets of the Plan; 



 

	(b)	 who (i) is registered as an investment adviser under the Investment Advisers Act of 1940; (ii) is not
registered as an investment adviser under such Act by reason of paragraph (1) of section 203A(a) of such Act, is registered as an investment adviser under the laws of the state (referred to in such paragraph (1)) in which it maintains its
principal office and place of business, and, at the time it last filed the registration form most recently filed by it with such state in order to maintain its registration under the laws of such state, also filed a copy of such form with the
Secretary of Labor; (iii) is a bank, as defined in that Act; or (iv) is an insurance company qualified to perform services described in subparagraph (a) above under the laws of more than one state; and 



 

	(c)	 who has acknowledged in writing being a fiduciary with respect to the Plan. 



Late Retirement Date means any day that is after a Participant’s Normal Retirement Date and on which retirement benefits begin. If a
Participant continues to work for the Employer after his Normal Retirement Date, his Late Retirement Date shall be the day he has a Severance from Employment. A later Retirement Date (after a Severance from Employment) may apply if the Participant
so elects. See the WHEN BENEFITS START SECTION of Article V. In modification of the foregoing, a Participant may elect to begin his retirement benefits before he has a Severance from Employment. 

Leased Employee means any person (other than an employee of the recipient) who, pursuant to an agreement between the recipient and any other
person (“leasing organization”), has performed services for the recipient (or for the recipient and related persons determined in accordance with Code Section 414(n)(6)) on a substantially full time basis for a period of at least one
year, and such services are performed under primary direction or control by the recipient. Contributions or benefits provided by the leasing organization to a Leased Employee, which are attributable to service performed for the recipient employer,
shall be treated as provided by the recipient employer. 
 A Leased Employee shall not be considered an employee of the recipient if: 

 

	(a)	 such employee is covered by a money purchase pension plan providing (i) a nonintegrated employer
contribution rate of at least 10 percent of compensation, as defined in Code Section 415(c)(3), (ii) immediate participation, and (iii) full and immediate vesting, and 



  

					
	Amend No. 1 Effective January 1, 2019	  	16	  	Plan ID No. 1039343 (8-11744)















	(b)	 Leased Employees do not constitute more than 20 percent of the recipient’s nonhighly compensated work
force. 


 Loan Administrator means the person(s) or position(s) authorized to administer the Participant loan program. 

The Loan Administrator(s) is/are the HR Officer. 
 Mandatory
Distribution means a distribution to a Participant that is made without the Participant’s consent and is made to the Participant before he attains the older of age 62 or his Normal Retirement Age. 

Matching Contributions means Employer Contributions that are contingent on a Participant’s Elective Deferral Contributions. See the
EMPLOYER CONTRIBUTIONS SECTION of Article III. 
 Maximum Integration Rate means the amount determined according to the following schedule: 

 

					
	INTEGRATION	  	MAXIMUM	 
	LEVEL	  	INTEGRATION RATE	 
	 100% of TWB
	  	 	5.7	% 
	 Less than 100%, but more than 80% of TWB
	  	 	5.4	% 
	 More than 20% of TWB, but not more than 80% of TWB
	  	 	4.3	% 
	 Not more than 20% of TWB
	  	 	5.7	% 

 “TWB” as used in this definition means the Taxable Wage Base as in effect on the latest Yearly Date. 

On any date the portion of the rate of tax under Code Section 3111(a) (in effect on the latest Yearly Date) that is attributable to old age insurance
exceeds 5.7%, such rate shall be substituted for 5.7%. 5.4% and 4.3% shall be increased proportionately. 
 Monthly Date means each Yearly Date and
the same day of each following month during the Plan Year beginning on such Yearly Date. 
 Named Fiduciary means the person or persons who
have authority to control and manage the operation and administration of the Plan. 
 The Named Fiduciary is the Primary Employer. 

Named Fiduciary for Contributions means the Named Fiduciary responsible for collecting Contributions pursuant to the ADMINISTRATION SECTION of
Article IX. 
 Net Profits means the Employer’s current or accumulated net earnings, determined according to generally accepted
accounting practices, before any Contributions made by the Employer under this Plan and before any deduction for Federal or state income tax, dividends on the Employer’s stock, and capital gains or losses. If the Employer is a nonprofit
organization under Code Section 501(c)(3), Net Profits means excess revenues (excess of receipts over expenditures). 

  

					
	Amend No. 1 Effective January 1, 2019	  	17	  	Plan ID No. 1039343 (8-11744)














 Nonhighly Compensated Employee means an Employee of the Employer who is not a Highly
Compensated Employee. 
 Nonvested Account means the excess, if any, of a Participant’s Account over his Vested Account. 

Normal Form means a single life annuity with installment refund. 

Normal Retirement Age means the age at which the Participant’s Account becomes nonforfeitable if he is an Employee. A Participant’s
Normal Retirement Age is 65. 
 Normal Retirement Date means the date the Participant reaches his Normal Retirement Age. Unless otherwise
provided in this Plan, a Participant’s retirement benefits shall begin on his Normal Retirement Date if he has had a Severance from Employment on such date. However, retirement benefits shall not begin before the older of age 62 or his Normal
Retirement Age, unless the qualified election procedures of the ELECTION PROCEDURES SECTION of Article VI are met. Even if the Participant is an Employee on his Normal Retirement Date, he may choose to have his retirement benefit begin on such date.

 Owner-employee means a Self-employed Individual who, in the case of a sole proprietorship, owns the entire interest in the unincorporated
trade or business for which this Plan is established. If this Plan is established for a partnership, an Owner-employee means a Self-employed Individual who owns more than 10 percent of either the capital interest or profits interest in such
partnership. 
 Parental Absence means an Employee’s absence from work: 

 

	(a)	 by reason of pregnancy of the Employee, 



 

	(b)	 by reason of birth of a child of the Employee, 



 

	(c)	 by reason of the placement of a child with the Employee in connection with adoption of such child by such
Employee, or 


  

	(d)	 for purposes of caring for such child for a period beginning immediately following such birth or placement.



 Participant means either an Active Participant or an Inactive Participant. 

Participant Contributions means Voluntary Contributions as set out in Article III. 

Period of Military Duty means, for an Employee 
  

	(a)	 who served as a member of the armed forces of the United States, and 



 

	(b)	 who was reemployed by the Employer at a time when the Employee had a right to reemployment in accordance with
seniority rights as protected under Chapter 43 of Title 38 of the U.S. Code, the period of time from the date the Employee was first absent from active work for the Employer because of such military duty to the date the Employee was reemployed.




  

					
	Amend No. 1 Effective January 1, 2019	  	18	  	Plan ID No. 1039343 (8-11744)














 Period of Service means a period of time beginning on an Employee’s Employment Commencement
Date and ending on his Severance Date. 
 Period of Severance means a period of time beginning on an Employee’s Severance Date and ending
on the date he again performs an Hour of Service. 
 A one-year Period of Severance means a Period of
Severance of 12 consecutive months. 
 Solely for purposes of determining whether a one-year Period of Severance has
occurred for eligibility or vesting purposes, the consecutive 12-month period beginning on the first anniversary of the first date of a Parental Absence shall not be a
one-year Period of Severance. 
 Permissible Withdrawal means a withdrawal that meets the requirements in the
ELIGIBLE AUTOMATIC CONTRIBUTION ARRANGEMENT (EACA) PROVISIONS SECTION or the QUALIFIED AUTOMATIC CONTRIBUTION ARRANGEMENT (QACA) SAFE HARBOR PROVISIONS SECTION of Article III. 

Plan means the 401(k) plan of the Employer set forth in this document, including any later amendments to it. If a Trust Agreement has been set
up, the term Plan shall also include the Trust Agreement, unless the context clearly indicates otherwise. 
 Plan Administrator means the person or
persons who administer the Plan. 
 The Plan Administrator is the Primary Employer. 

Plan Fund means the total of the Investment Fund, the guaranteed benefit policy portion of any Annuity Contract, and the cash value of any
Insurance Policy. The Investment Fund shall be valued as stated in its definition. The guaranteed benefit policy portion of any Annuity Contract shall be determined in accordance with the terms of the Annuity Contract and, to the extent that such
Annuity Contract allocates contract values to Participants, allocated to Participants in accordance with its terms. The cash value of any Insurance Policy shall be stated in such policy. The total value of all amounts held under the Plan Fund shall
equal the value of the aggregate Participants’ Accounts under the Plan. 
 Plan Participation means the period of time during which a
Participant has been an Active Participant since his earliest Entry Date. 
 Plan Year means a consecutive
12-month period beginning on a Yearly Date and ending on the day before the next Yearly Date. If the Yearly Date changes, the change will result in a short Plan Year. 

Plan-year Quarter means a period beginning on a Quarterly Date and ending on the day before the next Quarterly Date. 

Practitioner means Principal Life Insurance Company. 

  

					
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 Predecessor Employer means, except for purposes of the CONTRIBUTION LIMITATION SECTION of
Article III, a firm of which the Employer was once a part (e.g., due to a spin-off or change of corporate status) or a firm absorbed by the Employer because of a merger or acquisition (stock or asset,
including a division or an operation of such company). 
 Pre-tax Elective Deferral Contributions means a
Participant’s Elective Deferral Contributions that are not includible in the Participant’s gross income at the time deferred. 

Prevailing Rate Schedule means a schedule that is published by the United States Department of Labor or any State Department of Labor,
indicating the minimum hourly rate for wages and fringe benefits (including, but not limited to, pension benefits) which must be paid to the employees of an employer working on particular jobs financed or contracted by the United States of America
or any State, County, Municipality, or other governmental entity. 
 Primary Beneficiary means an individual who is named as a Beneficiary under the
Plan and has an unconditional right to all or a portion of the Participant’s Account balance under the Plan upon the death of the Participant. 

Primary Employer means MainStreet Bank. 
 Prior
Employer means an Employee’s last employer immediately prior to the Employer that is not a Predecessor Employer or a Controlled Group member. 

QACA Matching Contributions means Matching Contributions made under a qualified automatic contribution arrangement and that are distributable
only in accordance with the distribution provisions applicable to Elective Deferral Contributions, to the extent QACA Matching Contributions can be distributed under such distribution provision. 

QACA Nonelective Contributions means Employer Contributions made under a qualified automatic contribution arrangement and that are distributable
only in accordance with the distribution provisions applicable to Elective Deferral Contributions, to the extent QACA Nonelective Contributions can be distributed under such distribution provision. 

Qualified Joint and Survivor Annuity means, for a Participant who has a spouse, an immediate survivorship life annuity with installment refund,
where the survivorship percentage is 50% and the Contingent Annuitant is the Participant’s spouse. A former spouse will be treated as the spouse to the extent provided under a qualified domestic relations order as described in Code
Section 414(p). 
 The amount of benefit payable under the Qualified Joint and Survivor Annuity shall be the amount of benefit that may be provided by
the Participant’s Vested Account. 
 Qualified Matching Contributions means Matching Contributions that are 100% vested when made to the
Plan and that are distributable only in accordance with the distribution provisions applicable to Elective Deferral Contributions, to the extent Qualified Matching Contributions can be distributed under such distribution provision. 

Qualified Military Service means any service in the uniformed services (as defined in Chapter 43 of Title 38 of the U.S. Code) by any individual
if such individual is entitled to reemployment rights under such chapter with respect to such service. 

  

					
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 Qualified Nonelective Contributions means Employer Contributions (other than Elective Deferral
Contributions and Qualified Matching Contributions) that are 100% vested when made to the Plan and that are distributable only in accordance with the distribution provisions applicable to Elective Deferral Contributions, to the extent Qualified
Nonelective Contributions can be distributed under such distribution provision. 
 Qualified Preretirement Survivor Annuity means a single life
annuity with installment refund payable to the surviving spouse of a Participant who dies before his Annuity Starting Date. A former spouse will be treated as the surviving spouse to the extent provided under a qualified domestic relations
order as described in Code Section 414(p). 
 Qualified Reservist Distribution means any distribution to an individual if: (i) such
distribution is from an individual retirement plan, or from amounts attributable to employer contributions made pursuant to elective deferrals described in Code Section 402(g)(3)(A) or (C) or Code Section 501(c)(18)(D)(iii);
(ii) such individual was (by reason of being a member of a reserve component (as defined in Section 101 of Title 37 of the U.S. Code)) ordered or called to active duty after September 11, 2001, for a period in excess of 179 days or for an
indefinite period; and (iii) such distribution is made during the period beginning on the date of such order or call and ending at the close of the active duty period. 

Qualifying Employer Securities means any security which is issued by the Employer or any Controlled Group member and which meets the
requirements of Code Section 409(l) and ERISA Section 407(d)(5). This shall also include any securities that satisfied the requirements of the definition when these securities were assigned to the Plan. 

Qualifying Employer Securities Fund means that part of the assets of the Trust Fund that are designated to be held primarily or exclusively in
Qualifying Employer Securities for the purpose of providing benefits for Participants. 
 Quarterly Date means each Yearly Date and the third, sixth,
and ninth Monthly Date after each Yearly Date that is within the same Plan Year. 
 Reemployment Commencement Date means, for purposes of
determining a Vesting Computation Period, the date an Employee first performs an Hour of Service following a Vesting Break in Service. For all other purposes, Reemployment Commencement Date means the date an Employee first performs an Hour of
Service following a Severance from Employment. 
 Reentry Date means the date a former Active Participant reenters the Plan. See the ACTIVE
PARTICIPANT SECTION of Article II. 
 Retirement Date means the date a retirement benefit will begin and is a Participant’s Early, Normal,
or Late Retirement Date, as the case may be. 
 Rollover Contributions means an amount distributed to an Employee that can be transferred
directly or indirectly to this Plan from another Eligible Retirement Plan. 
 Roth Elective Deferral Contributions means a Participant’s
Elective Deferral Contributions that are not excludible from the Participant’s gross income at the time deferred and have been irrevocably designated as Roth Elective Deferral Contributions by the Participant in his Elective Deferral
Agreement. Whether an Elective Deferral Contribution is not excludible from a Participant’s gross income will be determined in accordance with section 1.401(k)-1(f)(2) of the regulations. In the case of a
Self-employed Individual, an Elective Deferral Contribution is not excludible from gross income only if the individual does not claim a deduction for such amount. 

  

					
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 Self-Directed Brokerage Account means that portion of a Participant’s Account that is invested
at the Participant’s direction in the Principal Self-Directed Brokerage AccountSM. 

Self-employed Individual means, with respect to any taxable year, an individual who has Earned Income for the taxable year (or who would have
Earned Income but for the fact the trade or business for which this Plan is established did not have net profits for such taxable year). 
 Semi-yearly
Date means each Yearly Date and the sixth Monthly Date after each Yearly Date that is within the same Plan Year. 
 Severance Date means
the earlier of: 
  

	(a)	 the date on which an Employee quits, retires, dies, or is discharged, or 



 

	(b)	 the first anniversary of the date an Employee begins a one-year absence
from service (with or without pay). This absence may be the result of any combination of vacation, holiday, sickness, disability, leave of absence, or layoff. 



Solely to determine whether a one-year Period of Severance has occurred for eligibility or vesting purposes for an
Employee who is absent from service beyond the first anniversary of the first day of a Parental Absence, Severance Date is the second anniversary of the first day of the Parental Absence. The period between the first and second anniversaries of the
first day of the Parental Absence is not a Period of Service and is not a Period of Severance. 
 Severance from Employment means, except for
purposes of the CONTRIBUTION LIMITATION SECTION of Article III, an Employee has ceased to be an Employee. An Employee does not have a Severance from Employment if, in connection with a change of employment, the Employee’s new employer
maintains such Plan with respect to the Employee. 
 Significant Corporate Event means any corporate merger or consolidation, recapitalization,
reclassification, liquidation, dissolution, sale of substantially all assets of a trade or business, or such similar transaction as may be prescribed in regulations under Code Section 409(e)(3). 

Taxable Wage Base means the contribution and benefit base under section 230 of the Social Security Act. 

Totally and Permanently Disabled means that a Participant is disabled, as a result of sickness or injury, to the extent that he is prevented
from engaging in any substantial gainful activity, and is eligible for and receives a disability benefit under Title II of the Federal Social Security Act. 

Trust Agreement means an agreement of trust between the Primary Employer and Trustee established for the purpose of holding and distributing the
Trust Fund under the provisions of the Plan. The Trust Agreement may provide for the investment of all or any portion of the Trust Fund in the Annuity Contract and any Insurance Policy or any other investment arrangement. 

Trust Fund means the total funds held under the Trust Agreement. The term Trust Fund when used within a Trust Agreement shall mean only the
funds held under that Trust Agreement. 

  

					
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 Trustee means the party or parties named in the Trust Agreement. 

Valuation Date means the date on which the value of the assets of the Investment Fund is determined. The value of each Account that is
maintained under this Plan shall be determined on the Valuation Date. In each Plan Year, the Valuation Date shall be the last day of the Plan Year. At the discretion of the Plan Administrator, Trustee, or Insurer (whichever applies) and in a
nondiscriminatory manner, assets of the Investment Fund may be valued more frequently. These dates shall also be Valuation Dates. 
 Vested Account
means the vested part of a Participant’s Account. All Contributions are 100% vested when made, therefore the Participant’s Vested Account is equal to his Account. 

Vesting Break in Service means the period defined for purposes of determining when a break in service has occurred. 

Vesting Computation Period means the 12-month period used to determine the hours for purposes of Vesting
Service. 
 Vesting Percentage means the percentage used to determine the nonforfeitable portion of a Participant’s Account attributable
to Employer Contributions that were not 100% vested when made. 
 Vesting Service means a period of service used to determine a Participant’s
Vesting Percentage. 
 Voluntary Contributions means contributions by a Participant that are 100% vested when made to the Plan and are not
required as a condition of employment or participation, or for obtaining additional Employer Contributions. Voluntary Contributions, and earnings thereon, shall be 100% vested and nonforfeitable at all times. See the VOLUNTARY CONTRIBUTIONS BY
PARTICIPANTS SECTION of Article III. 
 Wage Rate Contributions means Employer Contributions based on the applicable Prevailing Rate Schedule.
See the EMPLOYER CONTRIBUTIONS SECTION of Article III. 
 Yearly Date means October 1, 2004, and each following January 1. 

Years of Service means an Employee’s Period of Service. Years of Service shall be measured from his Employment Commencement Date to his
most recent Severance Date. Years of Service shall be reduced by any Period of Severance that occurred prior to his most recent Severance Date, unless such Period of Severance is included under the service spanning rule below. This period of Years
of Service shall be expressed as years and fractional parts of a year (to four decimal places) on the basis that 365 days equal one year. 
 Period of
Severance included (service spanning rule): 
 A Period of Severance shall be deemed to be a Period of Service under either of the following
conditions: 
  

	 	(a)	 the Period of Severance immediately follows a period during which an Employee is not absent from work and ends
within 12 months; or 



  

					
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	 	(b)	 the Period of Severance immediately follows a period during which an Employee is absent from work for any
reason other than quitting, being discharged, or retiring (such as a leave of absence or layoff) and ends within 12 months of the date he was first absent. 



Period of Military Duty included: 
 A Period of
Military Duty shall be included as service with the Employer to the extent it has not already been credited. 
 Controlled Group service included: 

An Employee’s service with a member firm of a Controlled Group while both that firm and the Employer were members of the Controlled Group
shall be included as service with the Employer. 

  

					
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 ARTICLE II 

PARTICIPATION 
 SECTION
2.01—ACTIVE PARTICIPANT. 
  

	(a)	 An Employee shall first become an Active Participant (begin active participation in the Plan) on the earliest
date on which he is an Eligible Employee. This date is his Entry Date. 


  

	(b)	 If the Plan’s eligibility requirements are changed, an Employee who was an Active Participant immediately
prior to the effective date of the change is deemed to satisfy the new requirements and his Entry Date shall not change. 


  

	(c)	 Each Employee who was an Active Participant on the day before the effective date of a restatement of the Plan
(as determined in the Introduction) shall continue to be an Active Participant if he is still an Eligible Employee on such restatement effective date and his Entry Date shall not change. 



 

	(d)	 If service with a Predecessor Employer or Prior Employer is counted for purposes of Eligibility Service, an
Employee shall be credited with such service on the date he becomes an Employee and shall become an Active Participant for purposes of specified Contributions which have an Eligibility Service requirement on the earliest Entry Date for such
Contributions on which he is an Eligible Employee and has met all of the eligibility requirements for such Contributions above. This date is his Entry Date for such Contributions. 



 

	(e)	 If a person has been an Eligible Employee who has met all of the eligibility requirements for purposes of
specified Contributions which have any such requirements, but is not an Eligible Employee on the date that would have been his Entry Date for such Contributions, he shall become an Active Participant for purposes of such Contributions on the date he
again becomes an Eligible Employee. This date is his Entry Date for such Contributions. 


  

	(f)	 In the event an Employee who is not an Eligible Employee becomes an Eligible Employee, he shall become an
Active Participant for purposes of specified Contributions immediately if he has satisfied the eligibility requirements for such Contributions and would have otherwise previously become an Active Participant had he met the definition of Eligible
Employee. This date is his Entry Date for such Contributions. 


  

	(g)	 An Inactive Participant shall again become an Active Participant (resume active participation in the Plan) for
purposes of the Contributions for which he previously had an Entry Date on the date he again performs an Hour of Service as an Eligible Employee. This date is his Reentry Date for such Contributions. 



Upon again becoming an Active Participant, he shall cease to be an Inactive Participant. 

 

	(h)	 A former Participant shall again become an Active Participant (resume active participation in the Plan) for
purposes of the Contributions for which he previously had an Entry Date on the date he again performs an Hour of Service as an Eligible Employee. This date is his Reentry Date for such Contributions. 



  

					
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	(i)	 A Participant’s earliest Entry Date shall be used to determine if he is an Active Participant for purposes
of any minimum contribution or allocation under the MODIFICATION OF CONTRIBUTIONS SECTION of Article XI. 


 SECTION 2.02—INACTIVE
PARTICIPANT. 
 An Active Participant shall become an Inactive Participant on the earlier of the following: 

 

	(a)	 the date the Participant ceases to be an Eligible Employee, or 



 

	(b)	 the effective date of complete termination of the Plan under Article VIII. 



An Employee or former Employee who was an Inactive Participant on the day before the effective date of the restatement or amendment (as determined in the
Introduction) shall continue to be an Inactive Participant on the effective date of such restatement or amendment. Eligibility for any benefits payable to the Participant or on his behalf and the amount of the benefits shall be determined according
to the provisions of the prior document, unless otherwise stated in this document or any subsequent documents. 
 SECTION 2.03—CESSATION OF
PARTICIPATION. 
 A Participant shall cease to be a Participant on the date he is no longer an Eligible Employee and his Account is zero. 

SECTION 2.04—ADOPTING EMPLOYERS - SEPARATE PLANS. 

No other employer has adopted this Plan as a separate plan. 

SECTION 2.05—ADOPTING EMPLOYERS - SINGLE PLAN. 
 No
other employer has adopted this Plan as a single plan. 
 SECTION 2.06—ADOPTING EMPLOYERS - MULTIPLE EMPLOYER PLAN. 

No other employer has adopted this Plan as a multiple employer plan. 

  

					
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 ARTICLE III 

CONTRIBUTIONS 
 SECTION
3.01—EMPLOYER CONTRIBUTIONS. 
 Employer Contributions are conditioned on initial qualification of the Plan. If the Plan is denied initial
qualification, the provisions of the QUALIFICATION OF PLAN SECTION of Article X shall apply. 
 Employer Contributions shall be made without regard to Net
Profits. Notwithstanding the foregoing, the Plan shall continue to be designed to qualify as a profit sharing plan for purposes of Code Sections 401(a), 402, 412, and 417. Such Contributions shall be equal to the Employer Contributions as described
below: 
 The Plan is a 401(k) safe harbor plan and the 401(k) safe harbor provisions (including the annual notice requirements) described in the 401(k)
SAFE HARBOR PROVISIONS SECTION of this article apply. The Plan will satisfy the ADP Test Safe Harbor and the ACP Test Safe Harbor. 
 The Plan is satisfying
the ADP Test Safe Harbor using Matching Contributions. 
  

	(a)	 The amount of each Elective Deferral Contribution for a Participant shall be equal to a portion of Compensation
as specified in an Elective Deferral Agreement. Such Elective Deferral Contribution shall not be made before the later of (i) the adoption or effective date of the cash or deferred arrangement (CODA) or (ii) the date the Participant signs
the Elective Deferral Agreement. An Employee who is eligible to participate in the Plan for purposes of Elective Deferral Contributions may file an Elective Deferral Agreement with the Employer. The Participant shall modify or terminate an Elective
Deferral Agreement by filing a new Elective Deferral Agreement. An Elective Deferral Agreement shall remain in effect until modified or terminated by the Participant. 



An Elective Deferral Agreement to start or modify Elective Deferral Contributions shall be effective as soon as administratively feasible on or
after the Participant’s Entry Date (Reentry Date, if applicable) or any following date. An Elective Deferral Agreement must be entered into on or before the date it is effective. 

An Elective Deferral Agreement to stop Elective Deferral Contributions may be entered into on any date. Such Elective Deferral Agreement shall
be effective as soon as administratively feasible following the date on which the Elective Deferral Agreement is entered into. 
 Elective
Deferral Contributions made pursuant to an Elective Deferral Agreement shall not be made earlier than the date (i) the Participant performs the services that relate to such Elective Deferral Contributions or (ii) the Compensation used to
calculate such Elective Deferral Contributions would be payable to the Participant if not contributed to the Plan. 
 A Participant who is
age 50 or older by the end of the taxable year shall be eligible to make Catch-up Contributions. 
 A
Participant may elect to designate all or any portion of his future Elective Deferral Contributions as Roth Elective Deferral Contributions. 

  

					
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 No Participant shall be permitted to have Elective Deferral Contributions, as defined in the
EXCESS AMOUNTS SECTION of this article, made under this Plan, or any other plan, contract, or arrangement maintained by the Employer, during any calendar year, in excess of the dollar limitation contained in Code Section 402(g) in effect for
the Participant’s taxable year beginning in such calendar year. The dollar limitation in the preceding sentence shall be increased by the dollar limit on Catch-up Contributions under Code
Section 414(v)(2)(B)(i) for the taxable year for any Participant who will be age 50 or older by the end of the taxable year. 
 The
dollar limitation contained in Code Section 402(g) was $15,000 for taxable years beginning in 2006. After 2006, the $15,000 limit is adjusted by the Secretary of the Treasury for
cost-of-living increases under Code Section 402(g)(4). Any such adjustments will be in multiples of $500. 

Catch-up Contributions for a Participant for a taxable year may not exceed the dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year. The dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) was
$5,000 for taxable years beginning in 2006. After 2006, the $5,000 limit is adjusted by the Secretary of the Treasury for cost-of-living increases under Code
Section 414(v)(2)(C). Any such adjustments will be in multiples of $500. 
 Elective Deferral Contributions are 100% vested and
nonforfeitable. 
  

	(b)	 The Employer shall make Matching Contributions in an amount equal to 100% of Elective Deferral Contributions
that are not over 3% of Compensation, plus 50% of Elective Deferral Contributions that are over 3% but are not over 5% of Compensation. 



Matching Contributions are calculated based on Elective Deferral Contributions and Compensation for the payroll period. Matching Contributions
are made for all persons who were Active Participants at any time during that payroll period. 
 Elective Deferral Contributions that are Catch-up Contributions shall be matched. 
 The Employer may make
true-up Matching Contributions if the period used to determine Matching Contributions is a period that is not the Plan Year. The amount of true-up Matching Contributions
shall be calculated by subtracting the total Matching Contributions determined for the specified period above from the Matching Contributions based on Elective Deferral Contributions and Compensation for the Plan Year.
True-up Matching Contributions, if any, shall be made for all persons who were Active Participants at any time during the Plan Year. 

Matching Contributions are Qualified Matching Contributions and are 100% vested when made. 

 

	(c)	 Qualified Nonelective Contributions are not permitted. 



 

	(d)	 QACA Nonelective Contributions are not permitted. 



 

	(e)	 Additional Contributions are not permitted. 



 

	(f)	 Wage Rate Contributions are not permitted. 



 

	(g)	 Discretionary Contributions may be made for each Plan Year in an amount determined by the Employer. The
Employer may determine different amounts for each Allocation Group. The Employer shall notify the Plan Administrator in writing of the amount of Discretionary Contributions, if any, determined for each Allocation Group. 



  

					
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 Discretionary Contributions are 100% vested when made. 

Employer Contributions are allocated according to the provisions of the ALLOCATION SECTION of this article. 

The Employer may make all or any portion of the Matching Contributions or Discretionary Contributions which are to be invested in Qualifying Employer
Securities, to the Trustee in the form of Qualifying Employer Securities. 
 The Employer may make all or a part of an annual Employer Contribution
(Contributions that are calculated based on Annual Compensation or Compensation for the Plan Year) before the end of the Plan Year. Such Contributions that are made for or allocated to each person who was an Active Participant at any time during the
Plan Year shall be allocated when made in a manner that approximates the allocation that would otherwise have been made as of the last day of the Plan Year. Succeeding allocations shall take into account amounts previously allocated for the Plan
Year. The percentage of the Employer Contribution allocated to the Participant for the Plan Year shall be the same percentage that would have been allocated to him if the entire allocation had been made as of the last day of the Plan Year. Excess
allocations shall be forfeited and reallocated as necessary to provide the percentage applicable to each Participant. Any other annual Employer Contributions made before the end of the Plan Year shall be held unallocated until the last day of the
Plan Year. Then, as of the last day of the Plan Year, the advance Contributions (and earnings) shall be allocated according to the provisions of the ALLOCATION SECTION of this article. 

A portion of the Plan assets resulting from Employer Contributions (but not more than the original amount of those Contributions) may be returned if the
Employer Contributions are made because of a mistake of fact or are more than the amount deductible under Code Section 404 (excluding any amount which is not deductible because the Plan is disqualified). The amount involved must be returned to
the Employer within one year after the date the Employer Contributions are made by mistake of fact or the date the deduction is disallowed, whichever applies. Except as provided under this paragraph and in Articles VIII and X, the assets of the Plan
shall never be used for the benefit of the Employer and are held for the exclusive purpose of providing benefits to Participants and their Beneficiaries and for defraying reasonable expenses of administering the Plan. 

SECTION 3.02—VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS. 

Voluntary Contributions are not permitted. 
 SECTION
3.03—ROLLOVER CONTRIBUTIONS. 
 A Rollover Contribution may be made by an Eligible Employee or Inactive Participant who is still an Employee and has
an Account if the following conditions are met: 
  

	(a)	 The Contribution is a Participant Rollover Contribution or a direct rollover of an Eligible Rollover
Distribution from the types of plans and types of contributions specified below. 


 Direct Rollovers. The
Plan will accept a direct rollover of an Eligible Rollover Distribution from: 
 A qualified plan described in Code Section 401(a) or
403(a), excluding after-tax employee contributions and including any portion of a designated Roth account. 

  

					
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 An annuity contract described in Code Section 403(b), excluding after-tax employee contributions and including any portion of a designated Roth account. 
 An eligible
plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, including any portion of a designated Roth account. 

Participant Rollover Contributions from Other Plans. The Plan will accept a Participant contribution of an Eligible
Rollover Distribution from: 
 A qualified plan described in Code Section 401(a) or 403(a), excluding
after-tax employee contributions and including distributions of a designated Roth account only to the extent such amount would otherwise be includible in a Participant’s gross income. 

An annuity contract described in Code Section 403(b), excluding after-tax employee contributions
and including distributions of a designated Roth account only to the extent such amount would otherwise be includible in a Participant’s gross income. 

An eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state, including distributions of a designated Roth account only to the extent such amount would otherwise be includible in a Participant’s gross income. 

Participant Rollover Contributions from IRAs. The Plan will accept a Participant Rollover Contribution of the portion of a distribution
from an individual retirement account or individual retirement annuity described in Code Section 408(a) or (b) that is eligible to be rolled over and would otherwise be includible in the Participant’s gross income. 

 

	(b)	 The Contribution is of amounts that the Code permits to be transferred to a plan that meets the requirements of
Code Section 401(a). 


  

	(c)	 The Contribution is made in the form of a direct rollover under Code Section 401(a)(31) or is a rollover
made under Code Section 402(c) or 408(d)(3)(A) within 60 days after an Eligible Employee or Inactive Participant who is still an Employee and has an Account receives the distribution. 



 

	(d)	 In the case of an Inactive Participant, the Contribution must be of an amount distributed from another plan of
the Employer or a plan of a Controlled Group member. 


  

	(e)	 The Eligible Employee furnishes evidence satisfactory to the Plan Administrator that the proposed rollover
meets conditions (a), (b), and (c) above. Such evidence must be reasonable and cannot effectively eliminate or substantially impair the Eligible Employee’s right to elect a direct rollover. 



A Rollover Contribution shall be allowed in cash or in kind and must be made according to procedures set up by the Plan Administrator. The in-kind distribution must be of an allowable security under the Self-Directed Brokerage Account. 

  

					
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 A Rollover Contribution may include a direct rollover of an outstanding loan balance that is not in default
for a Participant impacted by a business event in accordance with nondiscriminatory procedures set up by the Loan Administrator. For this purpose, a business event means an acquisition, merger, or similar transaction involving a change in the
employer of the employees of a trade or business. 
 If the Eligible Employee is not an Active Participant when the Rollover Contribution is made, he shall
be deemed to be an Active Participant only for the purpose of investment and distribution of the Rollover Contribution. Employer Contributions shall not be made for or allocated to the Eligible Employee and he may not make Participant Contributions
until the time he meets all of the requirements to become an Active Participant. 
 Rollover Contributions made by an Eligible Employee or Inactive
Participant who is still an Employee and has an Account shall be credited to his Account. The part of the Participant’s Account resulting from Rollover Contributions is 100% vested and nonforfeitable at all times. Separate accounting records
shall be maintained for those parts of his Rollover Contributions consisting of (i) voluntary contributions which were deducted from the Participant’s gross income for Federal income tax purposes;
(ii) after-tax employee contributions, including the portion that would not have been includible in the Participant’s gross income if the contributions were not rolled over into this Plan; and
(iii) any portion of a designated Roth account, including the portion that would not have been includible in the Participant’s gross income if the contributions were not rolled over into this Plan. 

SECTION 3.04—IN-PLAN ROTH ROLLOVERS. 

All or any portion of an Eligible Rollover Distribution (an “otherwise distributable amount”) made after September 27, 2010, may be rolled over
as an In-plan Roth Rollover to a Designated Roth Account under the Plan if the following conditions are met: 
  

	(a)	 The In-plan Roth Rollover is made by a Participant, a Beneficiary who
is a surviving spouse, or a spouse or former spouse who is the Alternate Payee under a qualified domestic relations order, as defined in Code Section 414(p). 



 

	(b)	 Such person shall be provided a written explanation describing the features of the In-plan Roth Rollover. 


  

	(c)	 The In-plan Roth Rollover is a direct rollover or a 60-day rollover. 


  

	(d)	 The Plan maintains such records as are necessary for the proper reporting of
In-plan Roth Rollovers. 


  

	(e)	 The In-plan Roth Rollover does not include any outstanding loan
balance. 


  

	(f)	 The Designated Roth Account resulting from an In-plan Roth Rollover
shall continue to be included in the account balances for the calculation of the Top-heavy Ratio in Article XI. 



  

					
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 SECTION 3.05—FORFEITURES. 

The Nonvested Account of a Participant shall be forfeited as of the earlier of the following: 

 

	(a)	 the date the record keeper is notified that the Participant died (if prior to such date he has had a Severance
from Employment), or 


  

	(b)	 the Participant’s Forfeiture Date. 



A Participant’s Nonvested Account shall be forfeited before the earlier of (a) or (b) above if, after he has a Severance from Employment, he
receives, or is deemed to receive, a distribution of his entire Vested Account under the RETIREMENT BENEFITS SECTION of Article V, the VESTED BENEFITS SECTION of Article V, or the SMALL AMOUNTS SECTION of Article X. The forfeiture shall occur as of
the first day of the Plan Year following the Plan Year in which the Participant receives, or is deemed to receive, the distribution. 
 A Forfeiture of
Matching Contributions that relate to excess amounts shall also occur as provided in the EXCESS AMOUNTS SECTION of this article. 
 Forfeitures shall be
determined at least once during each Plan Year. Forfeitures may be used to pay administrative expenses or to reduce Employer Contributions (other than Elective Deferral Contributions, Qualified Matching Contributions, and Qualified Nonelective
Contributions) made after the Forfeitures are determined. Forfeitures of Matching Contributions that relate to excess amounts as provided in the EXCESS AMOUNTS SECTION of this article that have not been used to pay administrative expenses, shall be
used to reduce Employer Contributions (other than Elective Deferral Contributions, Qualified Matching Contributions, and Qualified Nonelective Contributions) made after the Forfeitures are determined. Forfeitures that have not been used to pay
administrative expenses or used to reduce Employer Contributions shall be allocated as of the last day of the Plan Year in which such Forfeitures are determined as provided in the ALLOCATION SECTION of this article. Upon their allocation to
Accounts, or application to reduce Employer Contributions, Forfeitures shall be deemed to be Employer Contributions. 
 If a Participant again becomes an
Eligible Employee after receiving a distribution which caused all of his Nonvested Account to be forfeited, he shall have the right to repay to the Plan the entire amount of the distribution he received (excluding any amount of such distribution
resulting from Participant Contributions and Rollover Contributions). The repayment must be made in a single sum (repayment in installments is not permitted) before the earlier of the date five years after the date he again becomes an Eligible
Employee or the end of the first period of five consecutive Vesting Break in Service periods which begin after the date of the distribution. 
 If the
Participant makes the repayment above, the Plan Administrator shall restore to his Account an amount equal to his Nonvested Account that was forfeited on the date of distribution, unadjusted for any investment gains or losses. If no amount is to be
repaid because the Participant was deemed to have received a distribution or only received a distribution of Participant Contributions or Rollover Contributions, and he again performs an Hour of Service as an Eligible Employee within the repayment
period, the Plan Administrator shall restore the Participant’s Account as if he had made a required repayment on the date he performed such Hour of Service. Restoration of the Participant’s Account shall include restoration of all Code
Section 411(d)(6) protected benefits with respect to the restored Account, according to applicable Treasury regulations. Provided, however, the Plan Administrator shall not restore the Nonvested Account if (i) a Forfeiture Date has
occurred after the date of the distribution and on or before the date of repayment and (ii) that Forfeiture Date would result in a complete forfeiture of the amount the Plan Administrator would otherwise restore. 

  

					
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 The Plan Administrator shall restore the Participant’s Account by the close of the Plan Year following
the Plan Year in which repayment is made. The permissible sources for restoration of the Participant’s Account are Forfeitures or special Employer Contributions. Such special Employer Contributions shall be made without regard to profits. The
repaid and restored amounts are not included in the Participant’s Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of this article. 

SECTION 3.06—ALLOCATION. 
 A person meets the
allocation requirements of this section if he was an Active Participant at any time during the Plan Year. 
 Elective Deferral Contributions shall be
allocated to the Participants for whom such Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this article. Such Contributions shall be allocated when made and credited to the Participant’s Account. 

Matching Contributions shall be allocated to the persons for whom such Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this article.
Matching Contributions shall be allocated no later than the last day of the Plan Year. 
 Forfeitures that have not been used to pay administrative expenses
or used to reduce Employer Contributions shall be allocated as of the last day of the Plan Year in which such Forfeitures are determined. 
 Discretionary
Contributions plus any Forfeitures determined for an Allocation Group shall be allocated as of the last day of the Plan Year, using Annual Compensation for the Plan Year. The Plan Administrator shall be notified in writing, by the due date of the
Employer’s tax return for the year to which the Discretionary Contribution relates, of the portion of such Contribution to be allocated to each Allocation Group. The allocation shall be made to each person in the Allocation Group meeting the
allocation requirements of this section. The amount allocated to such person shall be equal to the Discretionary Contributions determined for the Allocation Group multiplied by the ratio of such person’s Annual Compensation to the total Annual
Compensation of all such persons in the Allocation Group. This amount shall be credited to the person’s Account. 
 If the Employer allocates a
Discretionary Contribution for any Plan Year, the Employer shall make an additional Employer Contribution for such Plan Year for each person who is a Nonhighly Compensated Employee and who had Employer Contributions (other than Elective Deferral
Contributions and Matching Contributions) made for or allocated to him for such Plan Year if the sum of all Employer Contributions (other than Elective Deferral Contributions and Matching Contributions) for such Nonhighly Compensated Employee is
less than a minimum. The additional Employer Contribution shall be equal to the amount needed, if any, to bring the sum of all Employer Contributions (other than Elective Deferral Contributions and Matching Contributions) up to the minimum. The
amount of the minimum shall be equal to either (i) 5% of his Compensation or (ii) 1/3 of the “highest percentage” of his Compensation. The same minimum shall apply to all such persons and the minimum that applies shall be the minimum
resulting in the smallest total additional Employer Contributions. 
 For purposes of determining the 5% minimum, Compensation means Compensation, as
defined in the CONTRIBUTION LIMITATION SECTION of this article, for the Plan Year. For purposes of determining the 1/3 of the highest percentage minimum, the highest percentage shall be the highest percentage of Compensation at which Employer
Contributions (other than Elective Deferral Contributions and Matching Contributions) are made for or allocated to any Highly Compensated Employee. The highest percentage shall be determined by dividing the Employer Contributions (other than
Elective Deferral Contributions and Matching Contributions) made for or allocated to each Highly Compensated Employee during the Plan Year 

  

					
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 by the amount of his Compensation, and selecting the greatest quotient (expressed as a percentage). For
purposes of determining the 1/3 of the highest percentage minimum, including the determination of the highest percentage, Compensation means Annual Compensation for the Plan Year. If the Compensation, as defined in the DEFINITIONS SECTION of Article
I for purposes of allocating Discretionary Contributions, is discriminatory in accordance with the regulations under Code Section 414(s), the exclusions which subject the Compensation to the nondiscrimination requirement under such regulations
in order to satisfy Code Section 414(s) shall not be excluded. This additional Employer Contribution shall be credited to the person’s Account and treated as a Discretionary Contribution. In the case of a Self-employed Individual, if any
such persons are Participants, the requirements of section 1.401(k)-1(a)(6) of the regulations continue to apply and the allocation above shall not be such that a cash or deferred election is created for a
Self-employed Individual. 
 If Leased Employees are Eligible Employees, in determining the amount of Employer Contributions allocated to a person who is a
Leased Employee, contributions provided by the leasing organization that are attributable to services such Leased Employee performs for the Employer shall be treated as provided by the Employer. Those contributions shall not be duplicated under this
Plan. 
 SECTION 3.07—CONTRIBUTION LIMITATION. 

The limitations of this section shall apply to Limitation Years beginning on or after July 1, 2007, except as otherwise provided herein. 

 

	(a)	 Definitions. For the purpose of determining the contribution limitation set forth in this section, the
following terms are defined. 


 Annual Additions means the sum of the following amounts credited to a
Participant’s account for the Limitation Year: 
  

	 	(1)	 employer contributions; 



 

	 	(2)	 employee contributions; and 



 

	 	(3)	 forfeitures. 



Annual Additions to a defined contribution plan, as defined in section 1.415(c)-1(a)(2)(i) of the
regulations, shall also include the following: 
  

	 	(4)	 mandatory employee contributions, as defined in Code Section 411(c)(2)(C) and section 1.411(c)-1(c)(4) of the regulations, to a defined benefit plan; 


  

	 	(5)	 contributions allocated to any individual medical benefit account, as defined in Code Section 415(l)(2),
which is part of a pension or annuity plan maintained by the Employer; 


  

	 	(6)	 amounts attributable to post-retirement medical benefits, allocated to the separate account of a key employee,
as defined in Code Section 419A(d)(3), under a welfare benefit fund, as defined in Code Section 419(e), maintained by the Employer; 


  

	 	(7)	 annual additions under an annuity contract described in Code Section 403(b); and 



 

	 	(8)	 allocations under a simplified employee pension. 



  

					
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 Compensation means wages, within the meaning of Code Section 3401(a), and all
other payments of compensation to an employee by the Employer (in the course of the Employer’s trade or business) for which the Employer is required to furnish the employee a written statement under Code Sections 6041(d), 6051(a)(3), and
6052. Compensation shall be determined without regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)). The type of compensation that is reported in the “Wages, Tips and Other Compensation” box on Form W-2 satisfies this definition. 

For any Self-employed Individual, Compensation means Earned Income. 

Except as provided herein, Compensation for a Limitation Year is the Compensation actually paid or made available (or if earlier, includible in
gross income) during such Limitation Year. 
 Compensation for a Limitation Year shall also include Compensation paid by the later of 2 1/2
months after an employee’s Severance from Employment with the Employer maintaining the plan or the end of the Limitation Year that includes the date of the employee’s Severance from Employment with the Employer maintaining the plan, if
(i) the payment is regular Compensation for services during the employee’s regular working hours, or Compensation for services outside the employee’s regular working hours (such as overtime or shift differential), commissions,
bonuses, or other similar payments, and, absent a Severance from Employment, the payments would have been paid to the employee while the employee continued in employment with the Employer; (ii) the payment is for unused accrued bona fide sick,
vacation or other leave that the employee would have been able to use if employment had continued; or (iii) the payment is received by the employee pursuant to a nonqualified unfunded deferred compensation plan and would have been paid at the
same time if employment had continued, but only to the extent includible in gross income. 
 Any payments not described above shall not be
considered Compensation if paid after Severance from Employment, even if they are paid by the later of 2 1/2 months after the date of Severance from Employment or the end of the Limitation Year that includes the date of Severance from Employment.

 Back pay, within the meaning of section 1.415(c)-2(g)(8) of the regulations, shall be treated as
Compensation for the Limitation Year to which the back pay relates to the extent the back pay represents wages and compensation that would otherwise be included in this definition. 

Compensation paid or made available during such Limitation Year shall include amounts that would otherwise be included in Compensation but for
an election under Code Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b). 
 Compensation shall not include amounts
paid as Compensation to a nonresident alien, as defined in Code Section 7701(b)(1)(B), who is not a Participant in the Plan to the extent the Compensation is excludible from gross income and is not effectively connected with the conduct of a
trade or business within the United States. 
 Defined Contribution Dollar Limitation means $40,000, automatically adjusted under
Code Section 415(d) effective January 1 of each year, as published in the Internal Revenue Bulletin. The new limitation shall apply to Limitation Years ending with or within the calendar year of the date of the adjustment, but a
Participant’s Annual Additions for a Limitation Year cannot exceed the currently applicable dollar limitation (as in effect before the January 1 adjustment) prior to January 1. However, after a January 1 adjustment is made, Annual
Additions for the entire Limitation Year are permitted to reflect the dollar limitation as adjusted on January 1. 

  

					
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 Employer means the employer that adopts this Plan, and all members of a controlled
group of corporations (as defined in Code Section 414(b) as modified by Code Section 415(h)), all commonly controlled trades or businesses (as defined in Code Section 414(c), as modified, except in the case of a brother-sister
group of trades or businesses under common control, by Code Section 415(h)), or affiliated service groups (as defined in Code Section 414(m)) of which the adopting employer is a part, and any other entity required to be aggregated with the
employer pursuant to Code Section 414(o). 
 Limitation Year means the consecutive
12-month period ending on the last day of each Plan Year, including corresponding consecutive 12-month periods before the original effective date of the Plan. All
qualified plans maintained by the Employer must use the same Limitation Year. If the Limitation Year is other than the calendar year, execution of this Plan (or any amendment to this Plan changing the Limitation Year) constitutes the Employer’s
adoption of a written resolution electing the Limitation Year. If the Limitation Year is amended to a different consecutive 12-month period, the new Limitation Year must begin on a date within the Limitation
Year in which the amendment is made. 
 Maximum Annual Addition means, except for catch-up
contributions described in Code Section 414(v), the Annual Addition that may be contributed or allocated to a Participant’s Account under the Plan for any Limitation Year. This amount shall not exceed the lesser of: 

 

	 	(1)	 The Defined Contribution Dollar Limitation, or 



 

	 	(2)	 100 percent of the Participant’s Compensation for the Limitation Year. 



A Participant’s Compensation for a Limitation Year shall not include Compensation in excess of the limitation under Code
Section 401(a)(17) that is in effect for the calendar year in which the Limitation Year begins. 
 The compensation limitation referred
to in (2) shall not apply to an individual medical benefit account (as defined in Code Section 415(l)); or a post-retirement medical benefits account for a key employee (as defined in Code Section 419A(d)(1)). 

If a short Limitation Year is created because of an amendment changing the Limitation Year to a different consecutive 12-month period, the Maximum Annual Addition will not exceed the Defined Contribution Dollar Limitation multiplied by the following fraction: 

Number of months (including any fractional parts of a month) 

in the short Limitation Year 
  

 
 12 

If the Plan is terminated as of a date other than the last day of the Limitation Year, the Plan is treated as if the Plan was amended to
change the Limitation Year and create a short Limitation Year ending on the date the Plan is terminated. 
 If a short Limitation Year is
created, the limitation under Code Section 401(a)(17) shall be prorated in the same manner as the Defined Contribution Dollar Limitation. 

Predecessor Employer means, with respect to a Participant, a former employer if the Employer maintains a plan that provides a
benefit which the Participant accrued while performing services for the former employer. Predecessor Employer also means, with respect to a Participant, a former entity that antedates the Employer if, under the facts and circumstances, the Employer
constitutes a continuation of all or a portion of the trade or business of the former entity. 

  

					
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 Severance from Employment means an employee has ceased to be an employee of the
Employer maintaining the plan. An employee does not have a Severance from Employment if, in connection with a change of employment, the employee’s new employer maintains the plan with respect to the employee. 

 

	(b)	 If the Participant does not participate in another defined contribution plan, as defined in section 1.415(c)-1(a)(2)(i) of the regulations (without regard to whether the plan(s) have been terminated) maintained by the Employer, the amount of Annual Additions that may be credited to the Participant’s Account
for any Limitation Year shall not exceed the lesser of the Maximum Annual Addition or any other limitation contained in this Plan. If the Employer Contribution that would otherwise be contributed or allocated to the Participant’s Account would
cause the Annual Additions for the Limitation Year to exceed the Maximum Annual Addition, the amount contributed or allocated shall be reduced so that the Annual Additions for the Limitation Year will equal the Maximum Annual Addition.



  

	(c)	 If, in addition to this Plan, the Participant is covered under another defined contribution plan, as defined in
section 1.415(c)-1(a)(2)(i) of the regulations, (without regard to whether the plan(s) have been terminated) maintained by the Employer that provides an Annual Addition during any Limitation Year, the Annual
Additions that may be credited to a Participant’s Account under this Plan for any such Limitation Year will not exceed the Maximum Annual Addition, reduced by the Annual Additions credited to a Participant’s account under the other defined
contribution plan(s) for the same Limitation Year. If the Annual Additions with respect to the Participant under the other defined contribution plan(s) maintained by the Employer are less than the Maximum Annual Addition, and the Employer
Contribution that would otherwise be contributed or allocated to the Participant’s Account under this Plan would cause the Annual Additions for the Limitation Year to exceed this limitation, the amount contributed or allocated will be reduced
so that the Annual Additions under all such plans and funds for the Limitation Year will equal the Maximum Annual Addition. If the Annual Additions with respect to the Participant under the other defined contribution plan(s) in the aggregate are
equal to or greater than the Maximum Annual Addition, no amount will be contributed or allocated to the Participant’s Account under this Plan for the Limitation Year. 



 

	(d)	 The limitation of this section shall be determined and applied taking into account the rules in subparagraph
(e) below. 


  

	(e)	 Other Rules 


  

	 	(1)	 Aggregating Plans. For purposes of applying the limitations of this section for a Limitation Year, all
defined contribution plans (as defined in section 1.415(c)-1(a)(2)(i) of the regulations and without regard to whether the plan(s) have been terminated) ever maintained by the Employer and all defined
contribution plans of a Predecessor Employer (in the Limitation Year in which such Predecessor Employer is created) under which a Participant receives Annual Additions are treated as one defined contribution plan. 



 

	 	(2)	 Break-up of Affiliated Employers. The Annual Additions under a
formerly affiliated plan (as defined in section 1.415(f)-1(b)(2)(ii) of the regulations) of the Employer are taken into account for purposes of applying the limitations of this section for the Limitation Year
in which the cessation of affiliation took place. 



  

					
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	 	(3)	 Previously Unaggregated Plans. The limitations of this section are not exceeded for the first Limitation
Year in which two or more existing plans, which previously were not required to be aggregated pursuant to section 1.415(f) of the regulations, are aggregated, provided that no Annual Additions are credited to a Participant after the date on which
the plans are required to be aggregated if the Annual Additions already credited to the Participant in the existing plans equal or exceed the Maximum Annual Addition. 



 

	 	(4)	 Aggregation with Multiemployer Plan. If the Employer maintains a multiemployer plan, as defined in Code
Section 414(f), and the multiemployer plan so provides, only the Annual Additions under the multiemployer plan that are provided by the Employer shall be treated as Annual Additions provided under a plan maintained by the Employer for purposes
of this section. 


 SECTION 3.08—EXCESS AMOUNTS. 
  

	(a)	 Definitions. For purposes of this section, the following terms are defined: 



ACP means, for a specified group of Participants (either Highly Compensated Employees or Nonhighly Compensated Employees) for a
Plan Year, the average (expressed as a percentage) of the Contribution Percentages of the Eligible Participants in the group. 
 ADP
means, for a specified group of Participants (either Highly Compensated Employees or Nonhighly Compensated Employees) for a Plan Year, the average (expressed as a percentage) of the Deferral Percentages of the Eligible Participants in the
group. 
 Contribution Percentage means the ratio (expressed as a percentage) of the Eligible Participant’s Contribution
Percentage Amounts to the Eligible Participant’s Compensation (excluding Differential Wage Payments paid on or after January 1, 2009) for the Plan Year (whether or not the Eligible Participant was an Eligible Participant for the entire
Plan Year). For an Eligible Participant for whom such Contribution Percentage Amounts for the Plan Year are zero, the percentage is zero. 

Contribution Percentage Amounts means the sum of the Participant Contributions and Matching Contributions (that are not Qualified
Matching Contributions taken into account for purposes of the ADP Test) made under the plan on behalf of the Eligible Participant for the plan year. Contribution Percentage Amounts shall not include Participant Contributions withheld from
Differential Wage Payments paid on or after January 1, 2009, and Matching Contributions based on Elective Deferral Contributions and Participant Contributions withheld from such Differential Wage Payments. For Plan Years beginning on or after
January 1, 2006, Matching Contributions cannot be taken into account for a plan year for a Nonhighly Compensated Employee to the extent they are disproportionate matching contributions as defined in section
1.401(m)-2(a)(5)(ii) of the regulations. Such Contribution Percentage Amounts shall not include Matching Contributions that are forfeited (i) to correct Excess Aggregate Contributions; (ii) because
the contributions to which they relate are Excess Elective Deferrals, Excess Contributions, or Excess Aggregate Contributions; or (iii) because the contributions to which they relate were returned to the Participant as a Permissible Withdrawal.
Under such rules as the Secretary of the Treasury shall prescribe, in determining the Contribution Percentage the Employer may elect to include Qualified Nonelective Contributions under this Plan that were not used in computing the Deferral
Percentage. For Plan Years beginning on or after January 1, 2006, Qualified Nonelective Contributions cannot be taken into account for a plan year for a Nonhighly Compensated Employee to the extent they are disproportionate contributions as
defined in section 1.401(m)-2(a)(6)(v) of the regulations. The Employer may also elect to use Elective Deferral Contributions in computing the Contribution Percentage so long as the ADP Test is met before the
Elective Deferral Contributions are used in the ACP Test and continues to be met following the exclusion of those Elective Deferral Contributions that are used to meet the ACP Test. 

  

					
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 Deferral Percentage means the ratio (expressed as a percentage) of Elective Deferral
Contributions (other than Catch-up Contributions, Elective Deferral Contributions returned to the Participant as a Permissible Withdrawal and Elective Deferral Contributions withheld from Differential
Wage Payments) under this Plan on behalf of the Eligible Participant for the Plan Year to the Eligible Participant’s Compensation (excluding Differential Wage Payments) for the Plan Year (whether or not the Eligible Participant was an Eligible
Participant for the entire Plan Year). The Elective Deferral Contributions used to determine the Deferral Percentage shall include Excess Elective Deferrals (other than Excess Elective Deferrals of Nonhighly Compensated Employees that arise solely
from Elective Deferral Contributions made under this Plan or any other plans of the Employer or a Controlled Group member), but shall exclude Elective Deferral Contributions that are used in computing the Contribution Percentage (provided the ADP
Test is satisfied both with and without exclusion of these Elective Deferral Contributions). Under such rules as the Secretary of the Treasury shall prescribe, the Employer may elect to include Qualified Nonelective Contributions and Qualified
Matching Contributions under this Plan in computing the Deferral Percentage. For Plan Years beginning on or after January 1, 2006, Qualified Matching Contributions cannot be taken into account for a Plan Year for a Nonhighly Compensated
Employee to the extent they are disproportionate matching contributions as defined in section 1.401(m)-2(a)(5)(ii) of the regulations. For Plan Years beginning on or after January 1, 2006, Qualified
Nonelective Contributions cannot be taken into account for a Plan Year for a Nonhighly Compensated Employee to the extent they are disproportionate contributions as defined in section 1.401(k)-2(a)(6)(iv) of
the regulations. For an Eligible Participant for whom such contributions on his behalf for the Plan Year are zero, the percentage is zero. 

Elective Deferral Contributions means any employer contributions made to a plan at the election of a participant in lieu of cash
compensation. With respect to any taxable year, a participant’s Elective Deferral Contributions are the sum of all employer contributions made on behalf of such participant pursuant to an election to defer under any qualified cash or deferred
arrangement (CODA) described in Code Section 401(k), any salary reduction simplified employee pension plan described in Code Section 408(k)(6), any SIMPLE IRA plan described in Code Section 408(p), any plan described under Code
Section 501(c)(18), and any employer contributions made on behalf of a participant for the purchase of an annuity contract under Code Section 403(b) pursuant to a salary reduction agreement. Elective Deferral Contributions include Pre-tax Elective Deferral Contributions and Roth Elective Deferral Contributions. Elective Deferral Contributions shall not include any deferrals properly distributed as excess annual additions. 

Eligible Participant means, for purposes of determining the Deferral Percentage, any Employee who is otherwise entitled to make
Elective Deferral Contributions under the terms of the plan for the plan year. Eligible Participant means, for purposes of determining the Contribution Percentage, any Employee who is eligible (i) to make a Participant Contribution or an
Elective Deferral Contribution (if the Employer takes such contributions into account in the calculation of the Contribution Percentage), or (ii) to receive a Matching Contribution (including forfeitures) or a Qualified Matching Contribution.
If a Participant Contribution is required as a condition of participation in the plan, any Employee who would be a participant in the plan if such Employee made such a contribution shall be treated as an Eligible Participant on behalf of whom no
Participant Contributions are made. 

  

					
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 Excess Aggregate Contributions means, with respect to any Plan Year, the excess of:

  

	 	(1)	 The aggregate Contribution Percentage Amounts taken into account in computing the numerator of the Contribution
Percentage actually made on behalf of Highly Compensated Employees for such Plan Year, over 


  

	 	(2)	 The maximum Contribution Percentage Amounts permitted by the ACP Test (determined by hypothetically reducing
contributions made on behalf of Highly Compensated Employees in order of their Contribution Percentages beginning with the highest of such percentages). 



Such determination shall be made after first determining Excess Elective Deferrals and then determining Excess Contributions. 

Excess Contributions means, with respect to any Plan Year, the excess of: 

 

	 	(1)	 The aggregate amount of employer contributions actually taken into account in computing the Deferral Percentage
of Highly Compensated Employees for such Plan Year, over 


  

	 	(2)	 The maximum amount of such contributions permitted by the ADP Test (determined by hypothetically reducing
contributions made on behalf of Highly Compensated Employees in the order of the Deferral Percentages, beginning with the highest of such percentages). 



Excess Elective Deferrals means those Elective Deferral Contributions of a Participant that either (i) are made during the
Participant’s taxable year and exceed the dollar limitation under Code Section 402(g) or (ii) are made during a calendar year and exceed the dollar limitation under Code Section 402(g) for the Participant’s taxable year
beginning in such calendar year, counting only Elective Deferral Contributions made under this Plan and any other plan, contract, or arrangement maintained by the Employer. If the Plan provides for Catch-up
Contributions in such taxable year, the dollar limitation shall be increased by the dollar limit on Catch-up Contributions under Code Section 414(v). 

Excess Elective Deferrals shall be treated as Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of this article, under the
Plan, unless such amounts are distributed no later than the first April 15 following the close of the Participant’s taxable year. 

Matching Contributions means employer contributions made to this or any other defined contribution plan, or to a contract
described in Code Section 403(b), on behalf of a participant on account of a Participant Contribution made by such participant, or on account of a participant’s Elective Deferral Contributions, under a plan maintained by the Employer or a
Controlled Group member. 
 Participant Contributions means contributions (other than Roth Elective Deferral Contributions)
made to the plan by or on behalf of a participant that are included in the participant’s gross income in the year in which made and that are maintained under a separate account to which the earnings and losses are allocated. 

Pre-tax Elective Deferral Contributions means a participant’s Elective Deferral
Contributions that are not includible in the participant’s gross income at the time deferred. 
 Qualified Matching
Contributions means Matching Contributions that are nonforfeitable when made to the plan and that are distributable only in accordance with the distribution provisions applicable to Elective Deferral Contributions, to the extent Qualified
Matching Contributions can be distributed under such distribution provision. 

  

					
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 Qualified Nonelective Contributions means any employer contributions (other than
Matching Contributions) that an Employee may not elect to have paid to him in cash instead of being contributed to the plan and that are nonforfeitable when made to the plan and that are distributable only in accordance with the distribution
provisions applicable to Elective Deferral Contributions, to the extent Qualified Nonelective Contributions can be distributed under such distribution provision. 

Roth Elective Deferral Contributions means a participant’s Elective Deferral Contributions that are not excludible from the
participant’s gross income at the time deferred and have been irrevocably designated as Roth Elective Deferral Contributions by the participant in his elective deferral agreement. Whether an Elective Deferral Contribution is not excludible from
a participant’s gross income will be determined in accordance with section 1.401(k)-1(f)(2) of the regulations. In the case of a self-employed individual, an Elective Deferral Contribution is not excludible from gross income only if the
individual does not claim a deduction for such amount. 
  

	(b)	 Excess Elective Deferrals. A Participant may assign to this Plan any Excess Elective Deferrals made
during a taxable year of the Participant by notifying the Plan Administrator in writing on or before the first following March 1 of the amount of the Excess Elective Deferrals to be assigned to the Plan. A Participant is deemed to notify the
Plan Administrator of any Excess Elective Deferrals that arise by taking into account only those Elective Deferral Contributions made to this Plan and any other plan, contract, or arrangement of the Employer or a Controlled Group member. The
Participant’s claim for Excess Elective Deferrals shall be accompanied by the Participant’s written statement that if such amounts are not distributed, such Excess Elective Deferrals will exceed the limit imposed on the Participant by Code
Section 402(g) (including, if applicable, the dollar limitation on Catch-up Contributions under Code Section 414(v)) for the year in which the deferral occurred. The Excess Elective Deferrals
assigned to this Plan cannot exceed the Elective Deferral Contributions allocated under this Plan for such taxable year. 



Notwithstanding any other provisions of the Plan, Elective Deferral Contributions in an amount equal to the Excess Elective Deferrals assigned
to this Plan, plus any income and minus any loss allocable thereto, shall be distributed no later than April 15 to any Participant to whose Account Excess Elective Deferrals were assigned for the preceding year and who claims Excess Elective
Deferrals for such taxable year or calendar year. 
 Distribution of Excess Elective Deferrals shall be made on a pro rata basis from the
Participant’s Account resulting from Pre-tax Elective Deferral Contributions and Roth Elective Deferral Contributions in the same proportion that such Contributions were made for the applicable year. 

The Excess Elective Deferrals shall be adjusted for any income or loss. The income or loss allocable to such Excess Elective Deferrals shall be
equal to the income or loss allocable to the Participant’s Elective Deferral Contributions for the taxable year in which the excess occurred multiplied by a fraction. The numerator of the fraction is the Excess Elective Deferrals. The
denominator of the fraction is the closing balance without regard to any income or loss occurring during such taxable year (as of the end of such taxable year) of the Participant’s Account resulting from Elective Deferral Contributions. 

  

					
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 For purposes of determining income or loss on Excess Elective Deferrals for taxable years
beginning on or after January 1, 2006, any Excess Elective Deferrals, in addition to any adjustment for income or loss for the taxable year in which the excess occurred, shall be adjusted for income or loss for the gap period between the end of
such taxable year and the date of distribution. Such income or loss allocable to the gap period shall be equal to 10% of the income or loss allocable to the Excess Elective Deferrals for the taxable year multiplied by the number of complete months
(counting a partial month of 16 days or more as a complete month) in the gap period. 
 For purposes of determining income or loss on Excess
Elective Deferrals for taxable years beginning on or after January 1, 2008, no adjustment shall be made for income or loss for the gap period. 

Any Matching Contributions that were based on the Elective Deferral Contributions distributed as Excess Elective Deferrals, plus any income and
minus any loss allocable thereto, shall be forfeited. 
  

	(c)	 ADP Test. As of the end of each Plan Year after Excess Elective Deferrals have been determined, the Plan
must satisfy the ADP Test. The ADP Test shall be satisfied using the prior year testing method or the current year testing method, as elected by the Employer in subparagraph (e) of this section. 



 

	 	(1)	 Prior Year Testing Method. The ADP for a Plan Year for Eligible Participants who are Highly Compensated
Employees for each Plan Year and the prior year’s ADP for Eligible Participants who were Nonhighly Compensated Employees for the prior Plan Year must satisfy one of the following tests: 



 

	 	(i)	 The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year shall
not exceed the prior year’s ADP for Eligible Participants who were Nonhighly Compensated Employees for the prior Plan Year multiplied by 1.25; or 


  

	 	(ii)	 The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year:



  

	 	A.	 shall not exceed the prior year’s ADP for Eligible Participants who were Nonhighly Compensated Employees
for the prior Plan Year multiplied by 2, and 


  

	 	B.	 the difference between such ADPs is not more than 2. 



If this is not a successor plan, for the first Plan Year the Plan permits any Participant to make Elective Deferral Contributions, for purposes
of the foregoing tests, the prior year’s Nonhighly Compensated Employees’ ADP shall be 3 percent or the Plan Year’s ADP for these Eligible Participants, as elected by the Employer in subparagraph (e) of this section. 

 

	 	(2)	 Current Year Testing Method. The ADP for a Plan Year for Eligible Participants who are Highly
Compensated Employees for each Plan Year and the ADP for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year must satisfy one of the following tests: 



 

	 	(i)	 The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year shall
not exceed the ADP for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or 



  

					
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	 	(ii)	 The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year:



  

	 	A.	 shall not exceed the ADP for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year
multiplied by 2, and 


  

	 	B.	 the difference between such ADPs is not more than 2. 



If the Employer has elected to use the current year testing method, that election cannot be changed unless (i) the Plan has been using the
current year testing method for the preceding five Plan Years, or if less, the number of Plan Years the Plan has been in existence; or (ii) if as a result of a merger or acquisition described in Code Section 410(b)(6)(C)(i), the Employer
maintains both a plan using the prior year testing method and a plan using the current year testing method and the change is made within the transition period described in Code Section 410(b)(6)(C)(ii). 

A Participant is a Highly Compensated Employee for a particular Plan Year if he meets the definition of a Highly Compensated Employee in effect
for that Plan Year. Similarly, a Participant is a Nonhighly Compensated Employee for a particular Plan Year if he does not meet the definition of a Highly Compensated Employee in effect for that Plan Year. 

The Deferral Percentage for any Eligible Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to have
Elective Deferral Contributions (and Qualified Nonelective Contributions or Qualified Matching Contributions, or both, if treated as Elective Deferral Contributions for purposes of the ADP Test) allocated to his account under two or more
arrangements described in Code Section 401(k) that are maintained by the Employer or a Controlled Group member shall be determined as if such Elective Deferral Contributions (and, if applicable, such Qualified Nonelective Contributions or
Qualified Matching Contributions, or both) were made under a single arrangement. If a Highly Compensated Employee participates in two or more cash or deferred arrangements of the Employer or of a Controlled Group member that have different plan
years, all Elective Deferral Contributions made during the Plan Year shall be aggregated. For Plan Years beginning before 2006, all such cash or deferred arrangements ending with or within the same calendar year shall be treated as a single
arrangement. The foregoing notwithstanding, certain plans shall be treated as separate if mandatorily disaggregated under the regulations of Code Section 401(k). 

In the event this Plan satisfies the requirements of Code Section 401(k), 401(a)(4), or 410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such Code sections only if aggregated with this Plan, then this section shall be applied by determining the Deferral Percentage of Employees as if all such plans were a single plan. If
more than 10 percent of the Employer’s Nonhighly Compensated Employees are involved in a plan coverage change as defined in section 1.401(k)-2(c)(4) of the regulations, then any adjustments to the
Nonhighly Compensated Employee ADP for the prior year shall be made in accordance with such regulations if the Employer has elected to use the prior year testing method. Plans may be aggregated in order to satisfy Code Section 401(k) only if
they have the same plan year and use the same testing method for the ADP Test. 
 For purposes of the ADP Test, Elective Deferral
Contributions, Qualified Nonelective Contributions, and Qualified Matching Contributions must be made before the end of the 12-month period immediately following the Plan Year to which the contributions
relate. 

  

					
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 If the Plan Administrator should determine during the Plan Year that the ADP Test is not
being met, the Plan Administrator may limit the amount of future Elective Deferral Contributions of the Highly Compensated Employees. 

Notwithstanding any other provisions of this Plan, Excess Contributions, plus any income and minus any loss allocable thereto, shall be
distributed no later than 12 months after the last day of a Plan Year to Participants to whose Accounts such Excess Contributions were allocated for such Plan Year, except to the extent such Excess Contributions are classified as Catch-up Contributions. Excess Contributions are allocated to the Highly Compensated Employees with the largest amounts of employer contributions taken into account in calculating the ADP Test for the year in which
the excess arose, beginning with the Highly Compensated Employee with the largest amount of such employer contributions and continuing in descending order until all of the Excess Contributions have been allocated. If a Highly Compensated Employee
participates in two or more cash or deferred arrangements of the Employer or of a Controlled Group member, the amount distributed shall not exceed the amount of the employer contributions taken into account in calculating the ADP Test and made to
this Plan for the year in which the excess arose. If Catch-up Contributions are allowed for the Plan Year being tested, to the extent a Highly Compensated Employee has not reached his Catch-up Contribution
limit under the Plan for such year, Excess Contributions allocated to such Highly Compensated Employee are Catch-up Contributions and will not be treated as Excess Contributions. If such excess amounts (other than Catch-up Contributions) are
distributed more than 2 1/2 months after the last day of the Plan Year in which such excess amounts arose, a 10 percent excise tax shall be imposed on the employer maintaining the plan with respect to such amounts. 

Excess Contributions shall be treated as Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of this article, even if
distributed. 
 The Excess Contributions shall be adjusted for any income or loss. The income or loss allocable to such Excess Contributions
allocated to each Participant shall be equal to the income or loss allocable to the Participant’s Elective Deferral Contributions (and, if applicable, Qualified Nonelective Contributions or Qualified Matching Contributions, or both) for the
Plan Year in which the excess occurred multiplied by a fraction. The numerator of the fraction is the Excess Contributions. The denominator of the fraction is the closing balance without regard to any income or loss occurring during such Plan Year
(as of the end of such Plan Year) of the Participant’s Account resulting from Elective Deferral Contributions (and Qualified Nonelective Contributions or Qualified Matching Contributions, or both, if such contributions are included in the ADP
Test). 
 For purposes of determining income or loss on Excess Contributions beginning with the 2006 Plan Year, any Excess Contributions, in
addition to any adjustment for income or loss for the Plan Year in which the excess occurred, shall be adjusted for income or loss for the gap period between the end of such Plan Year and the date of distribution. Such income or loss allocable to
the gap period shall be equal to 10% of the income or loss allocable to the Excess Contributions for the Plan Year multiplied by the number of complete months (counting a partial month of 16 days or more as a complete month) in the gap period. 

For purposes of determining income or loss on Excess Contributions for Plan Years beginning on or after January 1, 2008, no adjustment
shall be made for income or loss for the gap period. 
 Excess Contributions allocated to a Participant shall be distributed from the
Participant’s Account resulting from Elective Deferral Contributions. If such Excess Contributions exceed the amount of Excess Contributions in the Participant’s Account resulting from Elective Deferral Contributions, the balance shall be
distributed from the Participant’s Account resulting from Qualified Matching Contributions (if applicable) and Qualified Nonelective Contributions, respectively. 

  

					
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 Distribution of Excess Contributions shall be made on a pro rata basis from the
Participant’s Account resulting from Pre-tax Elective Deferral Contributions and Roth Elective Deferral Contributions in the same proportion that such Contributions were made for the applicable year. 

Any Matching Contributions that were based on the Elective Deferral Contributions distributed as Excess Contributions, plus any income and
minus any loss allocable thereto, shall be forfeited. 
  

	(d)	 ACP Test. As of the end of each Plan Year, the Plan must satisfy the ACP Test. The ACP Test shall be
satisfied using the prior year testing method or the current year testing method, as elected by the Employer in subparagraph (e) of this section. 


  

	 	(1)	 Prior Year Testing Method. The ACP for a Plan Year for Eligible Participants who are Highly Compensated
Employees for each Plan Year and the prior year’s ACP for Eligible Participants who were Nonhighly Compensated Employees for the prior Plan Year must satisfy one of the following tests: 



 

	 	(i)	 The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year shall
not exceed the prior year’s ACP for Eligible Participants who were Nonhighly Compensated Employees for the prior Plan Year multiplied by 1.25; or 


  

	 	(ii)	 The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year:



  

	 	A.	 shall not exceed the prior year’s ACP for Eligible Participants who were Nonhighly Compensated Employees
for the prior Plan Year multiplied by 2, and 


  

	 	B.	 the difference between such ACPs is not more than 2. 



If this is not a successor plan, for the first Plan Year the Plan permits any Participant to make Participant Contributions, provides for
Matching Contributions, or both, for purposes of the foregoing tests, the prior year’s Nonhighly Compensated Employees’ ACP shall be 3 percent or the Plan Year’s ACP for these Eligible Participants, as elected by the Employer in
subparagraph (e) of this section. 
  

	 	(2)	 Current Year Testing Method. The ACP for a Plan Year for Eligible Participants who are Highly
Compensated Employees for each Plan Year and the ACP for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year must satisfy one of the following tests: 



 

	 	(i)	 The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year shall
not exceed the ACP for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or 


  

	 	(ii)	 The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year:




  

					
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	 	A.	 shall not exceed the ACP for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year
multiplied by 2, and 


  

	 	B.	 the difference between such ACPs is not more than 2. 



If the Employer has elected to use the current year testing method, that election cannot be changed unless (i) the Plan has been using the
current year testing method for the preceding five Plan Years, or if less, the number of Plan Years the Plan has been in existence; or (ii) if as a result of a merger or acquisition described in Code Section 410(b)(6)(C)(i), the Employer
maintains both a plan using the prior year testing method and a plan using the current year testing method and the change is made within the transition period described in Code Section 410(b)(6)(C)(ii). 

A Participant is a Highly Compensated Employee for a particular Plan Year if he meets the definition of a Highly Compensated Employee in effect
for that Plan Year. Similarly, a Participant is a Nonhighly Compensated Employee for a particular Plan Year if he does not meet the definition of a Highly Compensated Employee in effect for that Plan Year. 

The Contribution Percentage for any Eligible Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to have
Contribution Percentage Amounts allocated to his account under two or more plans described in Code Section 401(a) or arrangements described in Code Section 401(k) that are maintained by the Employer or a Controlled Group member shall be
determined as if the total of such Contribution Percentage Amounts was made under each plan and arrangement. If a Highly Compensated Employee participates in two or more such plans or arrangements that have different plan years, all Contribution
Percentage Amounts made during the Plan Year shall be aggregated. For Plan Years beginning before 2006, all such plans and arrangements ending with or within the same calendar year shall be treated as a single plan or arrangement. The foregoing
notwithstanding, certain plans shall be treated as separate if mandatorily disaggregated under the regulations of Code Section 401(m). 

In the event this Plan satisfies the requirements of Code Section 401(m), 401(a)(4), or 410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such Code sections only if aggregated with this Plan, then this section shall be applied by determining the Contribution Percentage of Employees as if all such plans were a single
plan. If more than 10 percent of the Employer’s Nonhighly Compensated Employees are involved in a plan coverage change as defined in section 1.401(m)-2(c)(4) of the regulations, then any adjustments to the Nonhighly Compensated Employee
ACP for the prior year shall be made in accordance with such regulations if the Employer has elected to use the prior year testing method. Plans may be aggregated in order to satisfy Code Section 401(m) only if they have the same plan year and
use the same testing method for the ACP Test. 
 For purposes of the ACP Test, Participant Contributions are considered to have been made in
the Plan Year in which contributed to the Plan. Matching Contributions and Qualified Nonelective Contributions will be considered to have been made for a Plan Year if made no later than the end of the 12-month
period beginning on the day after the close of the Plan Year. 
 Notwithstanding any other provisions of this Plan, Excess Aggregate
Contributions, plus any income and minus any loss allocable thereto, shall be forfeited, if not vested, or distributed, if vested, no later than 12 months after the last day of a Plan Year to Participants to whose Accounts such Excess Aggregate
Contributions were allocated for such Plan Year. Excess Aggregate Contributions are allocated to the Highly Compensated Employees with the largest Contribution Percentage Amounts 

  

					
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 taken into account in calculating the ACP Test for the year in which the excess arose,
beginning with the Highly Compensated Employee with the largest amount of such Contribution Percentage Amounts and continuing in descending order until all of the Excess Aggregate Contributions have been allocated. If a Highly Compensated Employee
participates in two or more plans or arrangements of the Employer or of a Controlled Group member that include Contribution Percentage Amounts, the amount distributed shall not exceed the Contribution Percentage Amounts taken into account in
calculating the ACP Test and made to this Plan for the year in which the excess arose. If such Excess Aggregate Contributions are distributed more than 2 1/2 months after the last day of the Plan Year in which such excess amounts arose, a
10 percent excise tax shall be imposed on the employer maintaining the plan with respect to such amounts. 
 Excess Aggregate
Contributions shall be treated as Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of this article, even if distributed. 

The Excess Aggregate Contributions shall be adjusted for any income or loss. The income or loss allocable to such Excess Aggregate
Contributions allocated to each Participant shall be equal to the income or loss allocable to the Participant’s Contribution Percentage Amounts for the Plan Year in which the excess occurred multiplied by a fraction. The numerator of the
fraction is the Excess Aggregate Contributions. The denominator of the fraction is the closing balance without regard to any income or loss occurring during such Plan Year (as of the end of such Plan Year) of the Participant’s Account resulting
from Contribution Percentage Amounts. 
 For purposes of determining income or loss on Excess Aggregate Contributions beginning with the 2006
Plan Year, any Excess Aggregate Contributions, in addition to any adjustment for income or loss for the Plan Year in which the excess occurred, shall be adjusted for income or loss for the gap period between the end of such Plan Year and the date of
distribution. Such income or loss allocable to the gap period shall be equal to 10% of the income or loss allocable to the Excess Aggregate Contributions for the Plan Year multiplied by the number of complete months (counting a partial month of 16
days or more as a complete month) in the gap period. 
 For purposes of determining income or loss on Excess Aggregate Contributions for Plan
Years beginning on or after January 1, 2008, no adjustment shall be made for income or loss for the gap period. 
 Excess Aggregate
Contributions allocated to a Participant shall be distributed from the Participant’s Account resulting from Participant Contributions that are not required as a condition of employment or participation or for obtaining additional benefits from
Employer Contributions. If such Excess Aggregate Contributions exceed the balance in the Participant’s Account resulting from such Participant Contributions, the balance shall be forfeited, if not vested, or distributed, if vested, on a pro
rata basis from the Participant’s Account resulting from Contribution Percentage Amounts. 
  

	(e)	 Employer Elections. The Employer has made an election to use the current year testing method.



 SECTION 3.09—401(k) SAFE HARBOR PROVISIONS. 

The Plan is a 401(k) safe harbor plan. In accordance with sections 1.401(k)-1(e)(7) and
1.401(m)-1(c)(2) of the regulations, the Employer cannot use ADP (and ACP testing, if applicable) for a Plan Year in which it is intended for the Plan through its written terms to be an ADP Test Safe Harbor
(and ACP Test Safe Harbor, if applicable) and the Employer fails to satisfy the requirements of such safe harbors for the Plan Year, unless the 401(k) safe harbor election is revoked as provided in (e) below. 

  

					
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	(a)	 Rules of Application. 



 

	 	(1)	 To satisfy the requirements to be a 401(k) safe harbor plan, a Plan must: (i) satisfy the notice
requirements and contribution requirements of this section; and (ii) apply the 401(k) safe harbor provisions for the entire 12-month Plan Year, unless a short Plan Year exception in (2) below applies.



 Any provisions relating to the ADP Test in the EXCESS AMOUNTS SECTION of this article do not apply for any Plan Year in
which the provisions of this section apply unless the plan is amended to revoke the 401(k) safe harbor provisions during the Plan Year in accordance with (e) below. Any provisions relating to the ACP Test in the EXCESS AMOUNTS SECTION of this
article do not apply with respect to Matching Contributions for any Plan Year in which the provisions of this section apply unless the Plan is amended to revoke the 401(k) safe harbor provisions during the Plan Year in accordance with
(e) below. 
  

	 	(2)	 Short Plan Year Exceptions. The provisions of this section shall not apply unless the Plan Year is 12
months long except as provided below: 


  

	 	(i)	 In the case of the first Plan Year of a newly established plan (other than a successor plan), the Plan Year is
at least 3 months long (or any shorter period if the Employer is a newly established employer that establishes the Plan as soon as administratively feasible after the Employer came into existence). 



 

	 	(ii)	 In the case of a cash or deferred arrangement that is added to an existing profit sharing, stock bonus, or pre-ERISA money purchase pension plan for the first time during a plan year, provided the Plan is not a successor plan and the cash or deferred arrangement is made effective no later than 3 months prior to the end
of the Plan Year. The Plan may not be an ACP Test Safe Harbor for such Plan Year unless the existing Plan did not provide for Matching Contributions and the amendment providing for Matching Contribution is made effective at the same time as the
adoption of the cash or deferred arrangement. 


  

	 	(iii)	 If the Plan has a short Plan Year as a result of changing its Plan Year, provided that the Plan satisfied the
ADP Test Safe Harbor requirements and ACP Test Safe Harbor requirements, if applicable, for the immediately preceding Plan Year and the Plan satisfies the ADP Test Safe Harbor requirements and ACP Test Safe Harbor requirements, if applicable,
(determined without regard to the revocation of 401(k) safe harbor election described in (e) below) for the immediately following Plan Year (or for the immediately following 12 months if the immediately following Plan Year is less than 12
months). 


  

	 	(iv)	 If the Plan has a short Plan Year due to Plan termination, provided that the Plan satisfies the ADP Test Safe
Harbor requirements and ACP Test Safe Harbor requirements, if applicable, through the date of termination and either: 


  

	 	A.	 the Plan would satisfy the requirements of the revocation of 401(k) safe harbor election described in
(e) below, treating the termination of the Plan as a reduction or suspension of Qualified Matching Contributions, other than the requirement that Active Participants have a reasonable opportunity to change the amount of their Elective Deferral
Contributions; or 



  

					
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	 	B.	 the Plan termination is in connection with a transaction described in Code Section 410(b)(6)(C) or the
Employer incurs a substantial business hardship comparable to a substantial business hardship described in Code Section 412(c). 


  

	 	(3)	 To the extent that any other provision of the Plan is inconsistent with the provisions of this section, the
provisions of this section shall govern. 


  

	(b)	 ADP Test Safe Harbor. 



 

	 	(1)	 Contributions. The Plan is satisfying the ADP Test Safe Harbor using Qualified Matching Contributions as
provided in the EMPLOYER CONTRIBUTIONS SECTION of this article. The Employer shall pay to the Insurer or Trustee, as applicable, such Contributions for each Plan Year not later than the end of the 12-month
period immediately following the Plan Year for which they are deemed to be paid. 


  

	 	(2)	 Notice Requirement. At least 30 days, but not more than 90 days, before the beginning of the Plan Year,
the Employer shall provide each Active Participant a comprehensive notice of his rights and obligations under the Plan, including a description of the Qualified Matching Contributions or Qualified Nonelective Contributions that will be made to the
Plan to satisfy the ADP Test Safe Harbor. 


 The notice shall be written in a manner calculated to be understood by the
average Active Participant. 
 If an Employee becomes an Active Participant after the 90th day before the beginning of the Plan Year and does
not receive the notice described above for that reason, the applicable notice must be provided no more than 90 days before he becomes an Active Participant but not later than the date he becomes an Active Participant. 

 

	 	(3)	 Election Periods. In addition to any other election periods provided under the Plan, each Active
Participant may make or modify a deferral election during the 30-day period immediately following receipt of the notice described in (2) above. 



 

	(c)	 ACP Test Safe Harbor. 



Matching Contributions. If the Plan is satisfying the ACP Test Safe Harbor, Matching Contributions shall be limited as provided in the
EMPLOYER CONTRIBUTIONS SECTION of this article. 
  

	(d)	 ACP Test. 


  

	 	(1)	 Continued Application. If the Plan is satisfying the ADP Test Safe Harbor and the ACP Test Safe Harbor,
the Plan must still satisfy the ACP Test in the manner specified in (2) below with respect to Participant Contributions. If the Plan is satisfying the ADP Test Safe Harbor but not the ACP Test Safe Harbor, the Plan must satisfy the ACP Test in
the manner specified in (2) below with respect to Participant Contributions and Matching Contributions. 


  

	 	(2)	 Special Rules. If the Plan is satisfying the ADP Test Safe Harbor and the ACP Test Safe Harbor, all
Matching Contributions, with respect to all Eligible Participants, as defined in the EXCESS AMOUNTS SECTION of this article, shall be disregarded. If the Plan is satisfying 



  

					
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	 	the ADP Test Safe Harbor using Qualified Nonelective Contributions, but is not satisfying the ACP Test Safe Harbor, such Qualified Nonelective Contributions shall be disregarded. Qualified Matching Contributions shall
not be treated as being taken into account for purposes of the ADP Test. Elective Deferral Contributions may not be taken into account for purposes of the ACP Test. 


 

	(e)	 Revocation of 401(k) Safe Harbor Election. 



The Employer may amend the Plan to revoke the 401(k) safe harbor election and the corresponding Qualified Matching Contributions or Qualified
Nonelective Contributions during any Plan Year, if the following conditions are met: 
  

	 	(1)	 All Active Participants shall be provided a supplemental notice that explains the consequences of the
amendment, informs them of the effective date of the elimination of the Qualified Matching Contributions or Qualified Nonelective Contributions, and explains the procedures to change their Elective Deferral Agreement. 



 

	 	(2)	 The effective date of the revocation cannot be earlier than the later of (i) 30 days after the Active
Participants are given such notice, and (ii) the date the amendment revoking such provisions is adopted. 


  

	 	(3)	 Active Participants are given a reasonable opportunity (including a reasonable period after receipt of the
supplemental notice) to change their Elective Deferral Agreement prior to the revocation of the 401(k) safe harbor election. 


  

	 	(4)	 The elimination of the Qualified Nonelective Contributions during a Plan Year is permitted for amendments
adopted after May 18, 2009, if the Employer incurs a substantial business hardship comparable to a substantial hardship described in Code Section 412(c). 



If the 401(k) safe harbor election is revoked for the Plan Year, the Employer shall perform the ADP Test and ACP Test, if applicable, for the
entire Plan Year using the current year testing method described in the EXCESS AMOUNTS SECTION of this article, and satisfy the Top-heavy Plan requirements of Article XI. 

The Employer shall make the Qualified Matching Contributions, if applicable, with respect to Elective Deferral Contributions and Compensation
for the portion of the Plan Year prior to the effective date of the revocation. The Employer shall make the Qualified Nonelective Contributions, if applicable, with respect to Compensation paid for the portion of the Plan Year through the effective
date of the revocation. The annual compensation limit applied to Compensation for purposes of the Qualified Matching Contributions and Qualified Nonelective Contributions shall be adjusted for the short determination period as described in the
definition of Compensation in the DEFINITIONS SECTION of Article I. 
  

	(f)	 Top-heavy Rules. The Plan is deemed to not be a Top-heavy Plan, as defined in the DEFINITIONS SECTION of Article XI, for a Plan Year if the exception under Code Section 416(g)(4)(H) applies for such year. 



  

					
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 SECTION 3.10—ELIGIBLE AUTOMATIC CONTRIBUTION ARRANGEMENT (EACA) PROVISIONS. 

Section 3.10 does not apply to the Plan. 
 SECTION
3.11—QUALIFIED AUTOMATIC CONTRIBUTION ARRANGEMENT (QACA) SAFE HARBOR PROVISIONS. 
 Section 3.11 does not apply to the Plan. 

  

					
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 ARTICLE IV 

INVESTMENT OF CONTRIBUTIONS 
 SECTION
4.01—INVESTMENT AND TIMING OF CONTRIBUTIONS. 
 The handling of Contributions and Plan assets is governed by the provisions of the Trust Agreement
and any other relevant document, such as an Annuity Contract (for the purposes of this paragraph alone, the Trust Agreement and such other documents will each be referred to as a “document” or collectively as the “documents”),
duly entered into by or with regard to the Plan that govern such matters. To the extent permitted by the documents, the parties named below shall direct the Contributions for investment in any of the investment options available to the Plan under or
through the documents, and may request the transfer of amounts resulting from those Contributions between such investment options. 
 A Participant may not
direct the investment of all or any portion of his Account in collectibles. Collectibles mean any work of art, rug or antique, metal or gem, stamp or coin, alcoholic beverage, or other tangible personal property specified by the Secretary of the
Treasury. However, for tax years beginning after December 31, 1997, certain coins and bullion as provided in Code Section 408(m)(3) shall not be considered collectibles. 

If a Participant has provided investment direction for all or certain specific Contributions made to his Account, such Contributions shall be invested in
accordance with such direction to the extent possible. If an investment option selected by the Participant in that investment direction is no longer available and a new investment option is not selected by the Participant (in lieu of the one that is
no longer available) by the deadline set by a fiduciary of the Plan (or by the date the investment option is no longer available), all amounts currently held in the investment option that is no longer available and future Contributions directed to
such investment option by the Participant (and made after such deadline or date) shall be invested in the appropriate default investment option, unless otherwise directed by a fiduciary of the Plan. 

If an investment option selected by the Participant is no longer available for future Contributions only and a new investment option is not selected by the
Participant (in lieu of the one that is no longer available) by the deadline set by a fiduciary of the Plan (or by the date the investment option is no longer available), all future Contributions directed to such investment option that is not
available for future Contributions (and made after such deadline or date) shall be invested in the appropriate default investment option, unless otherwise directed by a fiduciary of the Plan. 

To the extent that a Participant who has the ability to provide investment direction (either on an ongoing basis or in response to a notice from a fiduciary
of the Plan) fails to give timely investment direction, the amount in the Participant’s Account for which no investment direction is received shall be invested in the appropriate default investment option, unless otherwise directed by a
fiduciary of the Plan. 
 If the Primary Employer has investment direction, the Contributions shall be invested in accordance with such direction. The
Employer shall have investment direction for amounts that have not been allocated to Participants. To the extent an investment option is no longer available, a fiduciary of the Plan may require that amounts currently held in such investment option
be reinvested in other investment options. To the extent that the Employer has not given investment direction, and no Plan fiduciary gives direction regarding the reinvestment of such amounts, the amounts held in an investment option that is no
longer available or which had been directed to be invested in an investment option that is not available for future Contributions shall be invested in the appropriate default investment option. 

  

					
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 Default investment options are defined in documents duly entered into by or with regard to the Plan that
govern such matters. 
 At least annually, the Named Fiduciary shall review all pertinent Employee information and Plan data in order to establish the
funding policy of the Plan and to determine appropriate methods of carrying out the Plan’s objectives. The Named Fiduciary shall inform the Trustee and any Investment Manager of the Plan’s short-term and long-term financial needs so the
investment policy can be coordinated with the Plan’s financial requirements. 
 The Participant shall direct the investment of all Contributions, other
than Matching Contributions and Discretionary Contributions, and the transfer of amounts resulting from those Contributions. The Primary Employer shall direct the investment of Matching Contributions and Discretionary Contributions and the
Participant shall direct the transfer of amounts resulting from those Contributions. 
 However, the Named Fiduciary may delegate to the Investment Manager
investment direction for Contributions and amounts that are not subject to Participant direction. 
 The Employer shall pay to the Insurer or Trustee, as
applicable, the Qualified Matching Contributions calculated based on Elective Deferral Contributions for the period stated in the EMPLOYER CONTRIBUTIONS SECTION of Article III not later than the last day of the Plan-year Quarter following the
calculation period specified. 
 All Contributions are forwarded by the Employer to (i) the Trustee to be deposited in the Trust Fund or otherwise
invested by the Trustee in accordance with the relevant documents; or (ii) the Insurer to be deposited under the Annuity Contract, as applicable. 

SECTION 4.02—INVESTMENT IN QUALIFYING EMPLOYER SECURITIES. 

All or some portion of the Participant’s Account (other than Rollover Contributions) may be invested in Qualifying Employer Securities. 

If the Participant has investment control, once an investment in the Qualifying Employer Securities Fund is made available to Participants, it shall continue
to be available unless the Plan is amended to disallow such available investment. In the absence of an election to invest in Qualifying Employer Securities, Participants shall be deemed to have elected to have their Accounts invested wholly in other
investment options of the Investment Fund. Once an election is made, it shall be considered to continue until a new election is made. 
 For purposes of
determining the annual valuation of the Plan, and for reporting to Participants and regulatory authorities, the assets of the Plan shall be valued at least annually on the Valuation Date which corresponds to the last day of the Plan Year. The fair
market value of Qualifying Employer Securities shall be determined on such Valuation Date. The prices of Qualifying Employer Securities as of the date of the transaction shall apply for purposes of valuing distributions and other transactions of the
Plan to the extent such value is representative of the fair market value of such securities in the opinion of the Plan Administrator. The value of a Participant’s Account held in the Qualifying Employer Securities Fund may be expressed in
units. 
 If the Qualifying Employer Securities are not publicly traded, or if an extremely thin market exists for such securities so that reasonable
valuation may not be obtained from the market place, then such securities must be valued at least annually by an independent appraiser who is not associated with the Employer, the Plan Administrator, the Trustee, or any person related to any
fiduciary under the Plan. The independent appraiser may be associated with a person who is merely a contract administrator with respect to the Plan, but who exercises no discretionary authority and is not a plan fiduciary. 

  

					
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 If there is a public market for Qualifying Employer Securities of the type held by the Plan, then the Plan
Administrator may use as the value of the securities the price at which such securities trade in such market. If the Qualifying Employer Securities do not trade on the relevant date, or if the market is very thin on such date, then the Plan
Administrator may use for the valuation the next preceding trading day on which the trading prices are representative of the fair market value of such securities in the opinion of the Plan Administrator. 

Cash dividends payable on the Qualifying Employer Securities shall be reinvested in additional shares of such securities. In the event of any cash or stock
dividend or any stock split, such dividend or split shall be credited to the Accounts based on the number of shares of Qualifying Employer Securities credited to each Account as of the payable date of such dividend or split. 

All purchases of Qualifying Employer Securities shall be made at a price, or prices, which, in the judgment of the Plan Administrator, do not exceed the fair
market value of such securities. 
 In the event that the Trustee acquires Qualifying Employer Securities by purchase from a “disqualified person”
as defined in Code Section 4975(e)(2) or from a “party-in-interest” as defined in ERISA Section 3(14), the terms of such purchase shall contain the
provision that in the event there is a final determination by the Internal Revenue Service, the Department of Labor, or court of competent jurisdiction that the fair market value of such securities as of the date of purchase was less than the
purchase price paid by the Trustee, then the seller shall pay or transfer, as the case may be, to the Trustee an amount of cash or shares of Qualifying Employer Securities equal in value to the difference between the purchase price and such fair
market value for all such shares. In the event that cash or shares of Qualifying Employer Securities are paid or transferred to the Trustee under this provision, such securities shall be valued at their fair market value as of the date of such
purchase, and interest at a reasonable rate from the date of purchase to the date of payment or transfer shall be paid by the seller on the amount of cash paid. 

The Plan Administrator may direct the Trustee to sell, resell, or otherwise dispose of Qualifying Employer Securities to any person, including the Employer,
provided that any such sales to any disqualified person or party-in-interest, including the Employer, will be made at not less than the fair market value and no
commission will be charged. Any such sale shall be made in conformance with ERISA Section 408(e). 
 The Employer is responsible for compliance with
any applicable Federal or state securities law with respect to all aspects of the Plan. If the Qualifying Employer Securities or interest in this Plan are required to be registered in order to permit investment in the Qualifying Employer Securities
Fund as provided in this section, then such investment will not be effective until the later of the effective date of the Plan or the date such registration or qualification is effective. The Employer, at its own expense, will take or cause to be
taken any and all such actions as may be necessary or appropriate to effect such registration or qualification. Further, if the Trustee is directed to dispose of any Qualifying Employer Securities held under the Plan under circumstances which
require registration or qualification of the securities under applicable Federal or state securities laws, then the Employer will, at its own expense, take or cause to be taken any and all such action as may be necessary or appropriate to effect
such registration or qualification. The Employer is responsible for all compliance requirements under Section 16 of the Securities Act. 

Diversification Requirements. 
 The diversification
requirements below apply for Plan Years beginning on or after January 1, 2007. 

  

					
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 An applicable individual (as defined in section 1.401(a)(35)-1(b) of
the regulations) is permitted to elect to direct any publicly traded qualifying employer securities (as defined in Code Section 401(a)(35)(G)(v)) held in his Account under the Plan to be reinvested in other investment options offered under the
Plan with respect to the portion of his Account that is subject to Code Section 401(a)(35)(B) or (C). The Employer may permit diversification of amounts invested in qualifying employer securities earlier than required as long as the earlier
time period is applied consistently to all applicable individuals. 
 The Plan shall offer at least three investment options, other than Qualifying Employer
Securities, to which the applicable individual may direct all or any portion of his Account invested in Qualifying Employer Securities, and each investment option must be diversified and have materially different risk and return characteristics that
satisfy the requirements of section 2550.404c-1(b)(3) of the Department of Labor regulations. The Plan may limit the time for divestment and reinvestment to periodic, reasonable opportunities occurring no less
frequently than quarterly. The Plan may not impose any restrictions or conditions with respect to the investment of Qualifying Employer Securities that are not imposed on the investment options offered under the Plan, except as provided in section 1.401(a)(35)-1(e) of the regulations. 
 For Qualifying Employer Securities held under the Plan in a Plan Year beginning
before January 1, 2007, the diversification rights described above shall only apply to the applicable percentage of the number of shares of those securities as stated below: 

 

	(a)	 The applicable percentage is 33% for the first Plan Year to which Code Section 401(a)(35) applies.



  

	(b)	 The applicable percentage is 66% for the second Plan Year to which Code Section 401(a)(35) applies.



  

	(c)	 The applicable percentage is 100% for all subsequent Plan Years. 



If there is more than one class of securities held under the Plan, the transition rule above shall apply separately with respect to each class. The transition
rule above does not apply to Participants who are age 55 or older and have completed at least three years of service (as defined in section 1.401(a)(35)-1(c)(3) of the regulations) prior to the first day of
the first Plan Year beginning after December 31, 2005. 
 A notice must be provided to each applicable individual that describes the divestiture rights
and the importance of diversifying the investment of retirement plan assets. The Employer shall provide the notice to all applicable individuals no later than 30 days before the date on which the applicable individuals are eligible to exercise their
right to diversify. 
 Voting and Tender Rights. 

Voting rights with respect to Qualifying Employer Securities will be passed through to Participants. Participants will be allowed to direct the voting rights
of Qualifying Employer Securities for any matter put to the vote of shareholders. Before each meeting of shareholders, the Employer shall cause to be sent to each person with power to control such voting rights a copy of any notice and any other
information provided to shareholders and, if applicable, a form for instructing the Trustee how to vote at such meeting (or any adjournment thereof) the number of full and fractional shares subject to such person’s voting control. The Trustee
may establish a deadline in advance of the meeting by which such forms must be received in order to be effective. 

  

					
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 Each Participant shall be entitled to one vote for each share credited to his Account. 

If some or all of the Participants have not directed or have not timely directed the Trustee on how to vote, then the Trustee shall vote such Qualifying
Employer Securities in the same proportion as those shares of Qualifying Employer Securities for which the Trustee has received proper direction for such matter. 

The Trustee shall hold the Participant’s individual directions with respect to voting rights in confidence and, except as required by law, shall not
divulge or release such individual directions to anyone associated with the Employer. The Employer may require verification of the Trustee’s compliance with the directions received from Participants by any independent auditor selected by the
Employer, provided that such auditor agrees to maintain the confidentiality of such individual directions. 
 The Employer may develop procedures to
facilitate the exercise of votes, such as the use of facsimile transmissions for the Participants located in physically remote areas. 
 Tender rights or
exchange offers for Qualifying Employer Securities will be passed through to Participants. As soon as practicable after the commencement of a tender or exchange offer for Qualifying Employer Securities, the Employer shall cause each person with
power to control the response to such tender or exchange offer to be advised in writing the terms of the offer and, if applicable, to be provided with a form for instructing the Trustee, or for revoking such instruction, to tender or exchange shares
of Qualifying Employer Securities, to the extent permitted under the terms of such offer. In advising such persons of the terms of the offer, the Employer may include statements from the board of directors setting forth its position with respect to
the offer. 
 If some or all of the Participants have not directed or have not timely directed the Trustee on how to tender, then the Trustee shall tender
such Qualifying Employer Securities in the same proportion as those shares of Qualifying Employer Securities for which the Trustee has received proper direction for such matter. 

If the tender or exchange offer is limited so that all of the shares that the Trustee has been directed to tender or exchange cannot be sold or exchanged, the
shares that each Participant directed to be tendered or exchanged shall be deemed to have been sold or exchanged in the same ratio that the number of shares actually sold or exchanged bears to the total number of shares that the Trustee was directed
to tender or exchange. 
 The Trustee shall hold the Participant’s individual directions with respect to tender decisions in confidence and, except as
required by law, shall not divulge or release such individual directions to anyone associated with the Employer. The Employer may require verification of the Trustee’s compliance with the directions received from Participants by any independent
auditor selected by the Employer, provided that such auditor agrees to maintain the confidentiality of such individual directions. 
 The Employer may
develop procedures to facilitate the exercise of tender rights, such as the use of facsimile transmissions for the Participants located in physically remote areas. 

  

					
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 SECTION 4.03—VOTING AND TENDER OF SELF-DIRECTED BROKERAGE ACCOUNTS. 

Section 4.03 does not apply to the Plan. 
 SECTION
4.04—LIFE INSURANCE. 
 Section 4.04 does not apply to the Plan. 

  

					
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 ARTICLE V 

BENEFITS 
 SECTION 5.01—RETIREMENT
BENEFITS. 
 On a Participant’s Retirement Date, his Vested Account shall be distributed to him according to the distribution of benefits provisions
of Article VI and the provisions of the SMALL AMOUNTS SECTION of Article X. 
 SECTION 5.02—DEATH BENEFITS. 

If a Participant dies before his Annuity Starting Date, his Vested Account shall be distributed according to the distribution of benefits provisions of Article
VI and the provisions of the SMALL AMOUNTS SECTION of Article X. 
 SECTION 5.03—VESTED BENEFITS. 

If an Inactive Participant’s Vested Account is not payable under the SMALL AMOUNTS SECTION of Article X, he may elect, but is not required, to receive a
distribution of any part of his Vested Account after he has a Severance from Employment. A distribution under this paragraph shall be a retirement benefit and shall be distributed to the Participant according to the distribution of benefits
provisions of Article VI. 
 A Participant may not elect to receive a distribution under the provisions of this section after he again becomes an Employee
until he subsequently has a Severance from Employment and meets the requirements of this section. 
 A Participant who has been performing Qualified
Military Service for a period of more than 30 days is deemed to have had a severance from employment (as described in Code Section 414(u)(12)(B)(i)) for purposes of requesting a distribution of his Vested Account resulting from Elective
Deferral Contributions. The Plan will suspend Elective Deferral Contributions and Participant Contributions for six months after receipt of the distribution. If the Participant is also eligible to receive a Qualified Reservist Distribution and the
distribution could be either type of distribution, the distribution will be treated as a Qualified Reservist Distribution. 
 If an Inactive Participant
does not receive an earlier distribution, upon his Retirement Date or death, his Vested Account shall be distributed according to the provisions of the RETIREMENT BENEFITS SECTION or the DEATH BENEFITS SECTION of this article. 

The Nonvested Account of an Inactive Participant who has had a Severance from Employment shall remain a part of his Account until it becomes a Forfeiture.
However, if he again becomes an Employee so that his Vesting Percentage can increase, the Nonvested Account may become a part of his Vested Account. 

  

					
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 SECTION 5.04—WHEN BENEFITS START. 

 

	(a)	 Unless otherwise elected, benefits shall begin no later than the 60th day following the close of the Plan Year
in which the latest date below occurs: 


  

	 	(1)	 The date the Participant attains age 65 (or Normal Retirement Age, if earlier). 



 

	 	(2)	 The 10th anniversary of the Participant’s earliest Entry Date. 



 

	 	(3)	 The date the Participant terminates service with the Employer. 



Notwithstanding the foregoing, the failure of a Participant to consent to a distribution while a benefit is immediately distributable, within
the meaning of the ELECTION PROCEDURES SECTION of Article VI, shall be deemed to be an election to defer the start of benefits sufficient to satisfy this section. 

The Participant may elect to have benefits begin after the latest date for beginning benefits described above, subject to the following
provisions of this section. The Participant shall make the election in writing. Such election must be made before his Normal Retirement Date or the date he has a Severance from Employment, if later. The Participant shall not elect a date for
beginning benefits or a form of distribution that would result in a benefit payable when he dies which would be more than incidental within the meaning of governmental regulations. 

Benefits shall begin on an earlier date if otherwise provided in the Plan. For example, the Participant’s Retirement Date or Required
Beginning Date, as defined in the DEFINITIONS SECTION of Article VII. 
  

	(b)	 The Participant’s Vested Account resulting from Elective Deferral Contributions, Qualified Nonelective
Contributions, Qualified Matching Contributions, QACA Matching Contributions, and QACA Nonelective Contributions may not be distributed earlier than Severance from Employment, death, or disability. However, such amount may be distributed upon:



  

	 	(1)	 Termination of the Plan as permitted in Article VIII. 



 

	 	(2)	 The attainment of age 59 1/2 if such distribution is permitted in the WITHDRAWAL BENEFITS SECTION of this
article. 


  

	 	(3)	 The attainment of Normal Retirement Age, provided such age is at least age 59 1/2 and such distribution is
permitted in the definition of Normal Retirement Date in the DEFINITIONS SECTION of Article I. 


  

	 	(4)	 A federally declared disaster, where resulting legislation authorizes such a distribution.



 The Participant’s Vested Account resulting from Elective Deferral Contributions may also be distributed: 

 

	 	(5)	 As a hardship withdrawal, if such distribution is permitted in the WITHDRAWAL BENEFITS SECTION of this article.



  

	 	(6)	 As a Qualified Reservist Distribution, if such distribution is permitted in the WITHDRAWAL BENEFITS SECTION of
this article. 



  

					
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	 	(7)	 If the Participant is deemed to have had a severance from employment as described in Code
Section 414(u)(12)(B)(i), if such distribution is permitted in the VESTED BENEFITS SECTION of this article. 


 All
distributions that may be made pursuant to one or more of the foregoing distributable events will be a retirement benefit and shall be distributed to the Participant according to the distribution of benefits provisions of Article VI. In addition,
distributions that are triggered by the termination of the Plan must be made in a lump sum. A lump sum shall include a distribution of an annuity contract. 

SECTION 5.05—WITHDRAWAL BENEFITS. 
 A request for
withdrawal shall be made in such manner and in accordance with such rules as the Employer shall prescribe for this purpose (including by means of voice response or other electronic means under circumstances the Employer permits). Withdrawals shall
be a retirement benefit and shall be distributed to the Participant according to the distribution of benefits provisions of Article VI. A forfeiture shall not occur solely as a result of a withdrawal. 

Withdrawal of Rollover Contributions. A Participant may withdraw any part of his Vested Account resulting from Rollover Contributions. A Participant
may make such a withdrawal at any time. 
 Withdrawal after Age 59 1/2. A Participant who has attained age 59 1/2 may withdraw any part of his Vested
Account resulting from the following Contributions: 
 Elective Deferral Contributions 

Matching Contributions 

Discretionary Contributions 
 A Participant may
make such a withdrawal at any time. 
 Financial Hardship Withdrawal. A Participant may withdraw any part of his Vested Account resulting from
Elective Deferral Contributions in the event of hardship due to an immediate and heavy financial need. Withdrawals from the Participant’s Account resulting from Elective Deferral Contributions shall be limited to the amount of the
Participant’s Elective Deferral Contributions plus income allocable thereto credited to his Account as of December 31, 1988. 
 Immediate and
heavy financial need shall be limited to: (i) expenses incurred or necessary for medical care that would be deductible under Code Section 213(a) (determined without regard to whether the expenses exceed the stated limit on adjusted gross
income); (ii) the purchase (excluding mortgage payments) of a principal residence for the Participant; (iii) payment of tuition, related educational fees, and room and board expenses, for up to the next 12 months of post-secondary education for
the Participant, his spouse, children, or dependents (as defined in Code Section 152 without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)); (iv) payments necessary to prevent the eviction of the Participant from, or foreclosure on
the mortgage of, the Participant’s principal residence; (v) payments for funeral or burial expenses for the Participant’s deceased parent, spouse, child, or dependent (as defined in Code Section 152 without regard to Code
Section 152(d)(1)(B)); (vi) expenses to repair damage to the Participant’s principal residence that would qualify for a casualty loss deduction under Code Section 165 (determined without regard to whether the loss exceeds 10% of
adjusted gross income); or (vii) any other distribution which is deemed by the Commissioner of Internal Revenue to be made on account of immediate and heavy financial need as provided in Treasury regulations. 

No withdrawal shall be allowed which is not necessary to satisfy such immediate and heavy financial need. 

  

					
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 Such withdrawal shall be deemed necessary only if all of the following requirements are met: (i) the
distribution is not in excess of the amount of the immediate and heavy financial need (including amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution); (ii) the
Participant has obtained all distributions, other than hardship distributions, and all nontaxable loans currently available under all plans maintained by the Employer; and (iii) the Plan, and all other plans maintained by the Employer, provide
that the Participant’s elective contributions and participant contributions will be suspended for at least six months after receipt of the hardship distribution. The Plan will suspend elective contributions and participant contributions for six
months as provided in the preceding sentence. 
 A Participant shall not cease to be an Eligible Participant, as defined in the EXCESS AMOUNTS SECTION of
Article III, merely because his elective contributions or participant contributions are suspended. 
 Qualified Reservist Distribution. A Participant
may withdraw any part of his Vested Account resulting from Elective Deferral Contributions if such distribution meets the requirements to be a Qualified Reservist Distribution. 

SECTION 5.06—LOANS TO PARTICIPANTS. 
 Loans shall be
made available to all Participants on a reasonably equivalent basis. 
 For purposes of this section, and unless otherwise specified, Participant means any
Participant or Beneficiary who is a party-in-interest as defined in ERISA. Loans shall not be made to Highly Compensated Employees in an amount greater than the amount
made available to other Participants. 
 A loan to a Participant shall be a Participant-directed investment of his Account. The loan is a Trust Fund
investment but no Account other than the borrowing Participant’s Account shall share in the interest paid on the loan or bear any expense or loss incurred because of the loan. 

The portion of the Participant’s Account held in the Qualifying Employer Securities Fund may not be redeemed for purposes of a loan. 

The number of outstanding loans shall be limited to one. 
 No
more than two loans shall be approved for any Participant in any 12-month period. 
 The minimum amount of any loan
shall be $1,000. 
 Loans must be adequately secured and bear a reasonable rate of interest. 

The amount of the loan shall not exceed the maximum amount that may be treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below: 
  

	(a)	 $50,000, reduced by the highest outstanding loan balance of loans during the
one-year period ending on the day before the new loan is made. 



  

					
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	(b)	 The greater of (1) or (2), reduced by (3) below: 



 

	 	(1)	 One-half of the Participant’s Vested Account (without regard to
any accumulated deductible employee contributions, as defined in Code Section 72(o)(5)(B)). 


  

	 	(2)	 $10,000. 


  

	 	(3)	 Any outstanding loan balance on the date the new loan is made. 



For purposes of this maximum, all qualified employer plans, as defined in Code Section 72(p)(4), of the Employer and any Controlled Group member shall be
treated as one plan. 
 The foregoing notwithstanding, the amount of such loan shall not exceed 50 percent of the amount of the Participant’s
Vested Account reduced by any outstanding loan balance on the date the new loan is made. 
 For purposes of this maximum, a Participant’s Vested
Account does not include any accumulated deductible employee contributions, as defined in Code Section 72(o)(5)(B). No collateral other than a portion of the Participant’s Vested Account (as limited above) shall be accepted. 

The Participant’s outstanding loan balance shall include any deemed distribution, along with accrued interest, that has not been repaid or offset. 

A Participant must obtain the consent of his spouse, if any, to the use of the Vested Account as security for the loan. Spousal consent shall be obtained no
earlier than the beginning of the 180-day period that ends on the date on which the loan to be so secured is made. The consent must be in writing, must acknowledge the effect of the loan, and must be witnessed
by a plan representative or a notary public. Such consent shall thereafter be binding with respect to the consenting spouse or any subsequent spouse with respect to that loan. A new consent shall be required if the Vested Account is used for
collateral upon renegotiation, extension, renewal, or other revision of the loan. No consent shall be required if the plan is not subject to the survivor annuity requirements of Code Sections 401(a)(11) and 417. 

If a valid spousal consent has been obtained in accordance with the above, or spousal consent is not required, then, notwithstanding any other provision of
this Plan, the portion of the Participant’s Vested Account used as a security interest held by the Plan by reason of a loan outstanding to the Participant shall be taken into account for purposes of determining the amount of the Vested Account
payable at the time of death or distribution, but only if the reduction is used as repayment of the loan. If spousal consent is required and less than 100 percent of the Participant’s Vested Account (determined without regard to the
preceding sentence) is payable to the surviving spouse, then the Vested Account shall be adjusted by first reducing the Vested Account by the amount of the security used as repayment of the loan, and then determining the benefit payable to the
surviving spouse. 
 Each loan shall bear a reasonable fixed rate of interest to be determined by the Loan Administrator. In determining the interest rate,
the Loan Administrator shall take into consideration fixed interest rates currently being charged by commercial lenders for loans of comparable risk on similar terms and for similar durations, so that the interest will provide for a return
commensurate with rates currently charged by commercial lenders for loans made under similar circumstances. The Loan Administrator shall not discriminate among Participants in the matter of interest rates; but loans granted at different times may
bear different interest rates in accordance with the current appropriate standards. 
 The loan shall by its terms require that repayment (principal and
interest) be amortized in level payments, not less frequently than quarterly, over a period not extending beyond five years from the date of the loan. 

  

					
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 If the loan is used to acquire a dwelling unit, which within a reasonable time (determined at the time the
loan is made) will be used as the principal residence of the Participant, the repayment period may extend beyond five years from the date of the loan, but the extended period shall be consistent with commercial home loan practices. 

The Participant shall make an application for a loan in such manner and in accordance with such rules as the Employer shall prescribe for this purpose
(including by means of voice response or other electronic means under circumstances the Employer permits). The application must specify the amount and duration requested. 

Information contained in the application for the loan concerning the income, liabilities, and assets of the Participant will be evaluated to determine whether
there is a reasonable expectation that the Participant will be able to satisfy payments on the loan as due. 
 Each loan shall be fully documented in the
form of a promissory note signed by the Participant for the face amount of the loan, together with interest determined as specified above. 
 There will be
an assignment of collateral to the Plan executed at the time the loan is made. 
 In those cases where repayment through payroll deduction is available,
installments are so payable, and a payroll deduction agreement shall be executed by the Participant at the time the loan is made. If the Participant has previously been treated as having received a deemed distribution and the subsequent loan is
being made before the deemed distribution, along with accrued interest, has been repaid or offset, a payroll deduction agreement shall be required. If a payroll deduction agreement is required because of a previous deemed distribution and the
Participant later revokes such agreement, the outstanding loan balance at the time of the revocation shall be treated as a deemed distribution. 
 Where
payroll deduction is not available, payments in cash are to be timely made. Any payment that is not by payroll deduction shall be made payable to the Employer or the Trustee, as specified in the promissory note, and delivered to the Loan
Administrator, including prepayments, service fees and penalties, if any, and other amounts due under the note. 
 The promissory note may provide for
reasonable late payment penalties and service fees. Any penalties or service fees shall be applied to all Participants in a nondiscriminatory manner. If the promissory note so provides, such amounts may be assessed and collected from the Account of
the Participant as part of the loan balance. 
 Each loan may be paid prior to maturity, in part or in full, without penalty or service fee, except as may
be set out in the promissory note. 
 The Plan may suspend loan payments for a period not exceeding one year during which an approved unpaid leave of
absence occurs other than a military leave of absence. The Loan Administrator shall provide the Participant a written explanation of the effect of the suspension of payments upon his loan. 

If a Participant separates from service (or takes a leave of absence) from the Employer because of service in the military and does not receive a distribution
of his Vested Account, the Plan may suspend loan payments until the Participant’s completion of military service or until the Participant’s fifth anniversary of commencement of military service, if earlier, as permitted under Code
Section 414(u). The Loan Administrator shall provide the Participant a written explanation of the effect of his military service upon his loan. 

  

					
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 If any payment of principal and interest, or any portion thereof, remains unpaid for more than 90 days after
due, the loan shall be in default. For purposes of Code Section 72(p), the Participant shall then be treated as having received a deemed distribution regardless of whether or not a distributable event has occurred. 

Upon default, the Plan has the right to pursue any remedy available by law to satisfy the amount due, along with accrued interest, including the right to
enforce its claim against the security pledged and execute upon the collateral as allowed by law. The entire principal balance whether or not otherwise then due, along with accrued interest, shall become immediately due and payable without demand or
notice, and subject to collection or satisfaction by any lawful means, including specifically, but not limited to, the right to enforce the claim against the security pledged and to execute upon the collateral as allowed by law. 

In the event of default, foreclosure on the note and attachment of security or use of amounts pledged to satisfy the amount then due shall not occur until a
distributable event occurs in accordance with the Plan, and shall not occur to an extent greater than the amount then available upon any distributable event which has occurred under the Plan. 

All reasonable costs and expenses, including but not limited to attorney’s fees, incurred by the Plan in connection with any default or in any proceeding
to enforce any provision of a promissory note or instrument by which a promissory note for a Participant loan is secured, shall be assessed and collected from the Account of the Participant as part of the loan balance. 

If payroll deduction is being utilized, in the event that a Participant’s available payroll deduction amounts in any given month are insufficient to
satisfy the total amount due, there will be an increase in the amount taken subsequently, sufficient to make up the amount that is then due. If any amount remains past due more than 90 days, the entire principal amount, whether or not otherwise then
due, along with interest then accrued, shall become due and payable, as above. 
 If no distributable event has occurred under the Plan at the time that the
Participant’s Vested Account would otherwise be used under this provision to pay any amount due under the outstanding loan, this will not occur until the time, or in excess of the extent to which, a distributable event occurs under the Plan. An
outstanding loan will become due and payable in full 60 days after a Participant has a Severance from Employment and ceases to be a party-in-interest as defined in ERISA
or after complete termination of the Plan. 
 An outstanding loan shall not be due and payable to the extent a Participant impacted by a business event: (i)
elects a Direct Rollover of an Eligible Rollover Distribution that includes the loan note; (ii) the Direct Rollover is paid to another qualified plan; and (iii) the rollover of the loan note is made in accordance with nondiscriminatory
procedures set up by the Loan Administrator. For this purpose, a business event means an acquisition, merger, or similar transaction involving a change in the employer of the employees of a trade or business. 

SECTION 5.07—DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS. 

The Plan specifically permits distributions to an Alternate Payee under a qualified domestic relations order as defined in Code Section 414(p), at any
time, irrespective of whether the Participant has attained his earliest retirement age, as defined in Code Section 414(p), under the Plan. A distribution to an Alternate Payee before the Participant has attained his earliest retirement age is
available only if the order specifies that distribution shall be made prior to the earliest retirement age or allows the Alternate Payee to elect a distribution prior to the earliest retirement age. 

  

					
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 Nothing in this section shall permit a Participant to receive a distribution at a time otherwise not
permitted under the Plan nor shall it permit the Alternate Payee to receive a form of payment not permitted under the Plan. 
 The benefit payable to an
Alternate Payee shall be subject to the provisions of the SMALL AMOUNTS SECTION of Article X if the value of the benefit does not exceed the amount stated in that section. 

The Plan Administrator shall establish reasonable procedures to determine the qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Plan Administrator shall promptly notify the Participant and each Alternate Payee named in the order, in writing, of the receipt of the order and the Plan’s procedures for determining the qualified status of the order.
Within a reasonable period of time after receiving the domestic relations order, the Plan Administrator shall determine the qualified status of the order and shall notify the Participant and each Alternate Payee, in writing, of its determination.
The Plan Administrator shall provide notice under this paragraph by mailing to the individual’s address specified in the domestic relations order, or in a manner consistent with Department of Labor regulations. The Plan Administrator may treat
as qualified any domestic relations order entered before January 1, 1985, irrespective of whether it satisfies all the requirements described in Code Section 414(p). 

If any portion of the Participant’s Vested Account is payable during the period the Plan Administrator is making its determination of the qualified
status of the domestic relations order, a separate accounting shall be made of the amount payable. If the Plan Administrator determines the order is a qualified domestic relations order within 18 months of the date amounts are first payable
following receipt of the order, the payable amounts shall be distributed in accordance with the order. If the Plan Administrator does not make its determination of the qualified status of the order within the
18-month determination period, the payable amounts shall be distributed in the manner the Plan would distribute if the order did not exist and the order shall apply prospectively if the Plan Administrator
later determines the order is a qualified domestic relations order. 
 The Plan shall make payments or distributions required under this section by separate
benefit checks or other separate distribution to the Alternate
 Payee(s). 

  

					
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 ARTICLE VI 

DISTRIBUTION OF BENEFITS 
 SECTION
6.01—AUTOMATIC FORMS OF DISTRIBUTION. 
 Unless an optional form of benefit is selected pursuant to a qualified election within the election period
(see the ELECTION PROCEDURES SECTION of this article), the automatic form of benefit payable to or on behalf of a Participant is determined as follows: 
  

	(a)	 Retirement Benefits. The automatic form of retirement benefit for a Participant who does not die before
his Annuity Starting Date shall be a single sum payment. 


  

	(b)	 Death Benefits. The automatic form of death benefit for a Participant who dies before his Annuity
Starting Date shall be a single sum payment to the Participant’s Beneficiary. 


 SECTION 6.02—OPTIONAL FORMS OF DISTRIBUTION.

  

	(a)	 Retirement Benefits. The optional forms of retirement benefit shall be the following:



  

	 	•	 	 A single sum payment 


  

	 	•	 	 A fixed period installment option 



 

	 	•	 	 A fixed payment installment option 



 

	 	•	 	 An in-kind distribution for the portion of a Participant’s Account
that is held in the Qualifying Employer Securities Fund 


 The fixed period installment option is an optional form of
benefit under which the Participant elects to receive substantially equal annual payments over a fixed period of whole years. The annual payment may be paid in annual, semi-annual, quarterly, or monthly installments as elected by the Participant.
The Participant may elect to receive additional payments. 
 The fixed payment installment option is an optional form of benefit under which
the Participant elects to receive a specified dollar amount each year. The annual payment may be paid in annual, semi-annual, quarterly, or monthly installments as elected by the Participant. The Participant may elect to receive additional payments.

 Under the installment option(s) the amount payable in the Participant’s first Distribution Calendar Year, as defined in the
DEFINITIONS SECTION of Article VII, must satisfy the minimum distribution requirements of Article VII for such year. Distributions for later Distribution Calendar Years must satisfy the minimum distribution requirements of Article VII for such
years. If the Participant’s Annuity Starting Date does not occur until his second Distribution Calendar Year, the amount payable for such year must satisfy the minimum distribution requirements of Article VII for both the first and second
Distribution Calendar Years. 
 Election of an optional form is subject to the qualified election provisions of the ELECTION PROCEDURES
SECTION of this article and the distribution requirements of Article VII. 
  

	(b)	 Death Benefits. The optional form of death benefit is a single sum payment. 



  

					
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 Election of an optional form is subject to the qualified election provisions of the ELECTION
PROCEDURES SECTION of this article and the distribution requirements of Article VII. 
 SECTION 6.03—ELECTION PROCEDURES. 

The Participant or Beneficiary shall make any election under this section in writing. The Plan Administrator may require such individual to complete and sign
any necessary documents as to the provisions to be made. Any election permitted under (a) and (b) below shall be subject to the qualified election provisions of (c) below. 

 

	(a)	 Retirement Benefits. A Participant may elect his Beneficiary and may elect to have retirement benefits
distributed under any of the optional forms of retirement benefit available in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this article. 


  

	(b)	 Death Benefits. A Participant may elect his Beneficiary and may elect to have death benefits distributed
under any of the optional forms of death benefit available in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this article. 



If the Participant has not elected an optional form of distribution for the death benefit payable to his Beneficiary, the Beneficiary may, for
his own benefit, elect the form of distribution, in like manner as a Participant. 
  

	(c)	 Qualified Election. The Participant or Beneficiary may make an election at any time during the election
period. The Participant or Beneficiary may revoke the election made (or make a new election) at any time and any number of times during the election period. An election is effective only if it meets the consent requirements below.



  

	 	(1)	 Election Period for Retirement Benefits. The Participant may make an election as to retirement benefits
at any time before the Annuity Starting Date. 


  

	 	(2)	 Election Period for Death Benefits. A Participant may make an election as to death benefits at any time
before he dies. The Beneficiary’s election period begins on the date the Participant dies and ends on the date benefits begin. 


  

	 	(3)	 Consent to Election. If the Participant’s Vested Account (disregarding the portion of his Account
resulting from Rollover Contributions) exceeds the amount stated in the SMALL AMOUNTS SECTION of Article X, any benefit that is immediately distributable requires the consent of the Participant. 



The consent of the Participant to a benefit that is immediately distributable must not be made before the date the Participant is provided with
the notice of the ability to defer the distribution. Such consent shall be in writing. 
 The consent shall not be made more than 180 days
(90 days for Plan Years beginning before January 1, 2007) before the Annuity Starting Date. The consent of the Participant shall not be required to the extent that a distribution is required to satisfy Code Section 401(a)(9) or 415. 

  

					
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 In addition, upon termination of this Plan, if the Plan does not offer an annuity option
(purchased from a commercial provider), and if the Employer (or any entity within the same Controlled Group) does not maintain another defined contribution plan (other than an employee stock ownership plan as defined in Code
Section 4975(e)(7)), the Participant’s Account balance will, without the Participant’s consent, be distributed to the Participant. However, if any entity within the same Controlled Group maintains another defined contribution plan
(other than an employee stock ownership plan as defined in Code Section 4975(e)(7)) the Participant’s Account will be transferred, without the Participant’s consent, to the other plan if the Participant does not consent to an
immediate distribution. 
 A benefit is immediately distributable if any part of the benefit could be distributed to the Participant before
the Participant attains the older of Normal Retirement Age or age 62. 
 Spousal consent is needed to name a Beneficiary other than the
Participant’s spouse. If the Participant names a Beneficiary other than his spouse, the spouse has the right to limit consent only to a specific Beneficiary. The spouse can relinquish such right. Such consent shall be in writing. The
spouse’s consent shall be witnessed by a plan representative or notary public. The spouse’s consent must acknowledge the effect of the election, including that the spouse had the right to limit consent only to a specific Beneficiary and
that the relinquishment of such right was voluntary. Unless the consent of the spouse expressly permits designations by the Participant without a requirement of further consent by the spouse, the spouse’s consent must be limited to the
Beneficiary, class of Beneficiaries, or contingent Beneficiary named in the election. 
 Spousal consent is not required, however, if the
Participant establishes to the satisfaction of the plan representative that the consent of the spouse cannot be obtained because there is no spouse or the spouse cannot be located. A spouse’s consent under this paragraph shall not be valid with
respect to any other spouse. A Participant may revoke a prior election without the consent of the spouse. Any new election will require a new spousal consent, unless the consent of the spouse expressly permits such election by the Participant
without further consent by the spouse. A spouse’s consent may be revoked at any time within the Participant’s election period. 
 SECTION
6.04—NOTICE REQUIREMENTS. 
 Optional Forms of Retirement Benefit and Right to Defer. The Plan Administrator shall furnish to the Participant
a written explanation of the right of the Participant to defer distribution until such time it is no longer immediately distributable. Such notice shall include a written explanation of the optional forms of retirement benefit in the OPTIONAL FORMS
OF DISTRIBUTION SECTION of this article, including a general description of the material features and, for Plan Years beginning after December 31, 2006, a description of the consequences of not deferring the distribution. 

The Plan Administrator shall furnish the written explanation by a method reasonably calculated to reach the attention of the Participant no less than 30 days,
and no more than 180 days (90 days for Plan Years beginning before January 1, 2007), before the Annuity Starting Date. 
 However, distribution may
begin less than 30 days after the notice described in this subparagraph is given, provided the Plan Administrator clearly informs the Participant that he has a right to a period of at least 30 days after receiving the notice to consider the decision
of whether or not to elect a distribution (and if applicable, a particular distribution option), and the Participant, after receiving the notice, affirmatively elects a distribution. 

  

					
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 ARTICLE VII 

REQUIRED MINIMUM DISTRIBUTIONS 

SECTION 7.01—APPLICATION. 
 The optional forms of
distribution are only those provided in Article VI. An optional form of distribution shall not be permitted unless it meets the requirements of this article. The timing of any distribution must meet the requirements of this article. 

Notwithstanding the provisions of this article, a Participant or Beneficiary who would have been required to receive required minimum distributions (described
in the REQUIRED MINIMUM DISTRIBUTIONS SECTION of this article) for 2009 but for the enactment of Code Section 401(a)(9)(H), and who would have satisfied that requirement by receiving distributions that are (i) equal to the 2009 required
minimum distributions or (ii) one or more payments in a series of substantially equal distributions (that include the 2009 required minimum distributions) made at least annually and expected to last for the life (or life expectancy) of the
Participant, the joint lives (or joint life expectancy) of the Participant and the Participant’s Designated Beneficiary, or for a period of at least 10 years, will not receive those required minimum distributions for 2009 unless the Participant
or Beneficiary chooses to receive such distributions. Solely for purposes of applying the provisions of the DIRECT ROLLOVERS SECTION of Article X, required minimum distributions made for 2009 will be treated as Eligible Rollover Distributions. 

SECTION 7.02—DEFINITIONS. 
 For purposes of this
article, the following terms are defined: 
 Distribution Calendar Year means a calendar year for which a minimum distribution is required. For
distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year that contains the Participant’s Required Beginning Date. For distributions
beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under (b)(2) of the REQUIRED MINIMUM DISTRIBUTIONS SECTION of this article. The required minimum
distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required
minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year. 

5-percent Owner means a Participant who is treated as a 5-percent Owner for purposes of this article. A
Participant is treated as a 5-percent Owner for purposes of this article if such Participant is a 5-percent owner as defined in Code Section 416 at any time
during the Plan Year ending with or within the calendar year in which such owner attains age 70 1/2. 
 Once distributions have begun to a 5-percent Owner
under this article, they must continue to be distributed, even if the Participant ceases to be a 5-percent Owner in a subsequent year. 

Life Expectancy means life expectancy as computed by use of the Single Life Table in Q&A-1 in section
1.401(a)(9)-9 of the regulations. 

  

					
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 Participant’s Account Balance means the Account balance as of the last Valuation Date in the
calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account as of dates in the valuation calendar year
after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The Account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the
valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year. 
 Required Beginning Date
means, for a Participant who is a 5-percent Owner, April 1 of the calendar year following the calendar year in which he attains age 70 1/2. 

Required Beginning Date means, for any Participant who is not a 5-percent Owner, April 1 of the calendar year
following the later of the calendar year in which he attains age 70 1/2 or the calendar year in which he retires. 
 If the Plan previously provided for a
Required Beginning Date based on age 70 1/2 for all Participants, the preretirement age 70 1/2 distribution option is only eliminated with respect to Participants who reach age 70 1/2 in or after a calendar year that begins after the later of
December 31, 1998, or the adoption date of the amendment which eliminated such option. The preretirement age 70 1/2 distribution option is an optional form of benefit under which benefits payable in a particular distribution form (including any
modifications that may be elected after benefits begin) begin at a time during the period that begins on or after January 1 of the calendar year in which the Participant attains age 70 1/2 and ends April 1 of the immediately following
calendar year. 
 If the Plan previously provided for a Required Beginning Date based on age 70 1/2 for all Participants, the options available for
Participants who are not 5-percent Owners and attained age 70 1/2 in calendar years before the calendar year that begins after the later of December 31, 1998, or the adoption date of the amendment which
eliminated the preretirement age 70 1/2 distribution option shall be the following. Any such Participant attaining age 70 1/2 in years after 1995 may elect by April 1 of the calendar year following the calendar year in which he attained age 70
1/2 (or by December 31, 1997, in the case of a Participant attaining age 70 1/2 in 1996) to defer distributions until April 1 of the calendar year following the calendar year in which he retires. If no such election is made, the
Participant shall begin receiving distributions by April 1 of the calendar year following the year in which he attained age 70 1/2 (or by December 31, 1997, in the case of a Participant attaining age 70 1/2 in 1996). Any such Participant
attaining age 70 1/2 in years prior to 1997 may elect to stop distributions that are not purchased annuities and recommence by April 1 of the calendar year following the calendar year in which he retires. There shall be a new Annuity Starting
Date upon recommencement. 
 SECTION 7.03—REQUIRED MINIMUM DISTRIBUTIONS. 

 

	(a)	 General Rules. 



 

	 	(1)	 The requirements of this article shall apply to any distribution of a Participant’s interest and will take
precedence over any inconsistent provisions of this Plan. Unless otherwise specified, the provisions of this article apply to calendar years beginning after December 31, 2002. 



 

	 	(2)	 All distributions required under this article shall be determined and made in accordance with the regulations
under Code Section 401(a)(9), including the incidental death benefit requirement in Code Section 401(a)(9)(G), and the regulations thereunder. 



  

					
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	(b)	 Time and Manner of Distribution. 



 

	 	(1)	 Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be
distributed, to the Participant no later than the Participant’s Required Beginning Date. 


  

	 	(2)	 Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the
Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows: 


  

	 	(i)	 If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, distributions
to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2,
if later, except to the extent that an election is made to receive distributions in accordance with the 5-year rule under (e) below. Under the 5-year rule, the
Participant’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. 



 

	 	(ii)	 If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary,
distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, except to the extent that an election is made to receive distributions in
accordance with the 5-year rule under (e) below. Under the 5-year rule, the Participant’s entire interest will be distributed to the Designated Beneficiary by
December 31 of the calendar year containing the fifth anniversary of the Participant’s death. 


  

	 	(iii)	 If there is no Designated Beneficiary as of September 30 of the year following the year of the
Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. 



 

	 	(iv)	 If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary and the
surviving spouse dies after the Participant but before distributions to the surviving spouse are required to begin, this (b)(2), other than (b)(2)(i), will apply as if the surviving spouse were the Participant. 



For purposes of this (b)(2) and (d) below, unless (b)(2)(iv) above applies, distributions are considered to begin on the
Participant’s Required Beginning Date. If (b)(2)(iv) above applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under (b)(2)(i) above. If distributions under an annuity purchased
from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under
(b)(2)(i) above), the date distributions are considered to begin is the date distributions actually commence. 
  

	 	(3)	 Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity
purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with (c) and (d) below. If the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and the regulations thereunder. 



  

					
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	(c)	 Required Minimum Distributions During Participant’s Lifetime. 



 

	 	(1)	 Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the
Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of: 


  

	 	(i)	 the quotient obtained by dividing the Participant’s Account Balance by the distribution period in the
Uniform Lifetime Table set forth in Q&A-2 in section 1.401(a)(9)-9 of the regulations, using the Participant’s age as of the Participant’s birthday in the
Distribution Calendar Year; or 


  

	 	(ii)	 if the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the
Participant’s spouse, the quotient obtained by dividing the Participant’s Account Balance by the number in the Joint and Last Survivor Table set forth in Q&A-3 in section 1.401(a)(9)-9 of the regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the Distribution Calendar Year. 



 

	 	(2)	 Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required
minimum distributions will be determined under this (c) beginning with the first Distribution Calendar Year and continuing up to, and including, the Distribution Calendar Year that includes the Participant’s date of death.



  

	(d)	 Required Minimum Distributions After Participant’s Death. 



 

	 	(1)	 Death On or After Date Distributions Begin. 



 

	 	(i)	 Participant Survived by Designated Beneficiary. If the Participant dies on or after the date
distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s
Account Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as follows: 



 

	 	A.	 The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year. 


  

	 	B.	 If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, the remaining
Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For Distribution Calendar
Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death,
reduced by one for each subsequent calendar year. 



  

					
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	 	C.	 If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, the
Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year. 



 

	 	(ii)	 No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is
no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s Account Balance by the Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.



  

	 	(2)	 Death Before Date Distributions Begin. 



 

	 	(i)	 Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions
begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance
by the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as provided in (d)(1) above, except to the extent that an election is made to receive distributions in accordance with the
5-year rule under (e) below. Under the 5-year rule, the Participant’s entire interest will be distributed to the Designated Beneficiary by December 31 of
the calendar year containing the fifth anniversary of the Participant’s death. 


  

	 	(ii)	 No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no
Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death. 


  

	 	(iii)	 Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the
Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse
under (b)(2)(i) above, this (d)(2) will apply as if the surviving spouse were the Participant. 


  

	(e)	 Election of 5-year Rule. Participants or Beneficiaries may elect
on an individual basis whether the 5-year rule in (b)(2) and (d)(2) above applies to distributions after the death of a Participant who has a Designated Beneficiary. The election must be made no later than the
earlier of September 30 of the calendar year in which the distribution would be required to begin under (b)(2) above if no such election is made, or by September 30 of the calendar year which contains the fifth anniversary of the
Participant’s (or, if applicable, surviving spouse’s) death. 



  

					
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 SECTION 7.04—TEFRA SECTION 242(b)(2) ELECTIONS. 

 

	(a)	 Notwithstanding the other requirements of this article, distribution on behalf of any Participant, including a 5-percent Owner, who has made a designation under section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (a section 242(b)(2) election) may be made in accordance with all of the following requirements
(regardless of when such distribution commences): 


  

	 	(1)	 The distribution by the Plan is one that would not have disqualified such Plan under Code
Section 401(a)(9) as in effect prior to amendment by the Deficit Reduction Act of 1984. 


  

	 	(2)	 The distribution is in accordance with a method of distribution designated by the Participant whose interest in
the Plan is being distributed or, if the Participant is deceased, by a Beneficiary of such Participant. 


  

	 	(3)	 Such designation was in writing, was signed by the Participant or the Beneficiary, and was made before
January 1, 1984. 


  

	 	(4)	 The Participant had accrued a benefit under the Plan as of December 31, 1983. 



 

	 	(5)	 The method of distribution designated by the Participant or the Beneficiary specifies the time at which
distribution will commence, the period over which distributions will be made, and in the case of any distribution upon the Participant’s death, the Beneficiaries of the Participant listed in order of priority. 



 

	(b)	 A distribution upon death will not be covered by this transitional rule unless the information in the
designation contains the required information described above with respect to the distributions to be made upon the death of the Participant. 


  

	(c)	 For any distribution which commences before January 1, 1984, but continues after December 31, 1983,
the Participant, or the Beneficiary, to whom such distribution is being made, will be presumed to have designated the method of distribution under which the distribution is being made if the method of distribution was specified in writing and the
distribution satisfies the requirements in (a)(1) and (5) above. 


  

	(d)	 If a designation is revoked, any subsequent distribution must satisfy the requirements of Code
Section 401(a)(9) and the regulations thereunder. If a designation is revoked subsequent to the date distributions are required to begin, the Plan must distribute by the end of the calendar year following the calendar year in which the
revocation occurs the total amount not yet distributed which would have been required to have been distributed to satisfy Code Section 401(a)(9) and the regulations thereunder, but for the section 242(b)(2) election. For calendar years
beginning after December 31, 1988, such distributions must meet the minimum distribution incidental benefit requirements. Any changes in the designation will be considered to be a revocation of the designation. However, the mere substitution or
addition of another Beneficiary (one not named in the designation) under the designation will not be considered to be a revocation of the designation, so long as such substitution or addition does not alter the period over which distributions are to
be made under the designation, directly or indirectly (for example, by altering the relevant measuring life). 


  

	(e)	 In the case in which an amount is transferred or rolled over from one plan to another plan, the rules in Q&A-14 and Q&A-15 in section 1.401(a)(9)-8 of the regulations shall apply. 



  

					
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 ARTICLE VIII 

TERMINATION OF THE PLAN 
 The Employer
expects to continue the Plan indefinitely but reserves the right to terminate the Plan in whole or in part at any time upon giving written notice to all parties concerned. 

The Account of each Participant shall be 100% vested and nonforfeitable as of the effective date of the complete termination of the Plan. The Account of each
Participant shall also be 100% vested and nonforfeitable upon complete discontinuance of Contributions as of the effective date of the amendment to cease Contributions or the date determined by the Internal Revenue Service. Further, the Account of
each Participant who is included in the group of Participants deemed to be affected by a partial termination of the Plan (as determined by the Plan Administrator or a governmental entity authorized to make such determination) shall be 100% vested
and nonforfeitable as of the effective date of such event. The Participant’s Vested Account shall continue to participate in the earnings credited, expenses charged, and any appreciation or depreciation of the Investment Fund until his Vested
Account is distributed. 
 A Participant’s Vested Account that does not result from Elective Deferral Contributions, Qualified Nonelective
Contributions, Qualified Matching Contributions, QACA Matching Contributions, and QACA Nonelective Contributions may be distributed to the Participant after the effective date of the complete termination of the Plan. A Participant’s Vested
Account resulting from such Contributions may be distributed upon complete termination of the Plan, but only if neither the Employer nor any Controlled Group member maintain another defined contribution plan (other than an employee stock ownership
plan as defined in Code Section 4975(e)(7) or 409(a), a simplified employee pension plan as defined in Code Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract that satisfies the requirements of
Code Section 403(b), or a plan described in Code Section 457(b) or (f)) at any time during the period beginning on the date of complete termination of the Plan and ending 12 months after all assets have been distributed from the Plan. Such
distribution is made in a lump sum. A distribution under this article shall be a retirement benefit and shall be distributed to the Participant according to the provisions of Article VI. 

However, the fixed period and fixed payment installment options shall not be available. If a Participant or Beneficiary is receiving payments under the fixed
period or fixed payment installment option, the Vested Account shall be paid to such person in a single sum. 
 The Participant’s entire Vested Account
shall be paid in a single sum to the Participant as of the effective date of complete termination of the Plan if (i) the requirements for distribution of Elective Deferral Contributions in the above paragraph are met and (ii) consent of
the Participant is not required in the ELECTION PROCEDURES SECTION of Article VI to distribute a benefit that is immediately distributable. This is a small amounts payment. The small amounts payment is in full settlement of all benefits otherwise
payable. 
 Upon complete termination of the Plan, no more Employees shall become Participants and no more Contributions shall be made. 

The assets of this Plan shall not be paid to the Employer at any time, except that, after the satisfaction of all liabilities under the Plan, any assets
remaining may be paid to the Employer. The payment may not be made if it would contravene any provision of law. 

  

					
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 ARTICLE IX 

ADMINISTRATION OF THE PLAN 
 SECTION
9.01—ADMINISTRATION. 
 Subject to the provisions of this article, the Plan Administrator has complete control of the administration of the Plan.
The Plan Administrator has all the powers necessary for it to properly carry out its administrative duties. Not in limitation, but in amplification of the foregoing, the Plan Administrator has complete discretion to construe or interpret the
provisions of the Plan, including ambiguous provisions, if any, and to determine all questions that may arise under the Plan, including all questions relating to the eligibility of Employees to participate in the Plan and the amount of benefit to
which any Participant or Beneficiary may become entitled. The Plan Administrator’s decisions upon all matters within the scope of its authority shall be final. 

Without limiting the foregoing, the Plan Administrator shall be the Named Fiduciary for Contributions, unless the Plan Administrator delegates to a retirement
committee, pursuant to the DELEGATION OF AUTHORITY SECTION of this article, the duties and responsibilities of the Named Fiduciary for Contributions. The Named Fiduciary for Contributions shall have sole and exclusive responsibility for
(i) collecting all Contributions, including the determination of the amount of Contributions required to be made under the Plan, (ii) monitoring and ensuring that Contributions are timely made to the Plan, and (iii) enforcing the
Plan’s legal claims for Contributions, including for trusteed plans, responsibility for directing the Trustee with respect to the Plan’s legal claims for delinquent Contributions. 

Unless otherwise set out in the Plan or Annuity Contract, the Plan Administrator may delegate recordkeeping and other duties that are necessary to assist it
with the administration of the Plan to any person or firm which agrees to accept such duties. The Plan Administrator shall be entitled to rely upon all tables, valuations, certificates and reports furnished by the consultant or actuary appointed by
the Plan Administrator and upon all opinions given by any counsel selected or approved by the Plan Administrator. 
 The Plan Administrator shall receive
all claims for benefits by Participants, former Participants, and Beneficiaries. The Plan Administrator shall determine all facts necessary to establish the right of any Claimant to benefits and the amount of those benefits under the provisions of
the Plan. The Plan Administrator may establish rules and procedures to be followed by Claimants in filing claims for benefits, in furnishing and verifying proofs necessary to determine age, and in any other matters required to administer the Plan.

 SECTION 9.02—EXPENSES. 
 Expenses of the Plan,
to the extent that the Employer does not pay such expenses, may be paid out of the assets of the Plan provided that such payment is consistent with ERISA. Expenses of the Plan will be paid in accordance with the most recent service and expense
agreement or such other documents duly entered into by or with regard to the Plan that govern such matters. Such expenses include, but are not limited to, expenses for bonding required by ERISA; expenses for recordkeeping and other administrative
services; fees and expenses of the Annuity Contract or Trustee; expenses for investment education service; and direct costs that the Employer incurs with respect to the Plan. Expenses that relate solely to a specific Participant or Alternate Payee
may be assessed against such Participant or Alternate Payee as provided in the service and expense agreement or such other documents duly entered into by or with regard to the Plan that govern such matters. 

  

					
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 SECTION 9.03—RECORDS. 

All acts and determinations of the Plan Administrator shall be duly recorded. All these records, together with other documents necessary for the administration
of the Plan, shall be preserved in the Plan Administrator’s custody. 
 Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording, or other forms of data compilation shall be acceptable means of keeping records. 

SECTION 9.04—INFORMATION AVAILABLE. 
 Any Participant
in the Plan or any Beneficiary may examine copies of the summary plan description, latest annual report, any bargaining agreement, this Plan, the Annuity Contract, or any other instrument under which the Plan was established or is operated. The Plan
Administrator shall maintain all of the items listed in this section in its office, or in such other place or places as it may designate in order to comply with governmental regulations. These items may be examined during reasonable business hours.
Upon the written request of a Participant or Beneficiary receiving benefits under the Plan, the Plan Administrator shall furnish him with a copy of any of these items. The Plan Administrator may make a reasonable charge to the requesting person for
the copy. 
 SECTION 9.05—CLAIM PROCEDURES. 
 A
Claimant must submit any necessary forms and needed information when making a claim for benefits under the Plan. 
 If a claim for benefits under the Plan
is wholly or partially denied, the Plan Administrator shall provide adequate written notice to the Claimant whose claim for benefits under the Plan has been denied. The notice must be furnished within 90 days of the date that the claim is received
by the Plan without regard to whether all of the information necessary to make a benefit determination is received. The Claimant shall be notified in writing within this initial 90-day period if special
circumstances require an extension of the time needed to process the claim. The notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator’s decision is expected to be rendered.
In no event shall such extension exceed a period of 90 days from the end of the initial 90-day period. 
 The Plan
Administrator’s notice to the Claimant shall: (i) specify the reason or reasons for the denial; (ii) reference the specific Plan provisions on which the denial is based; (iii) describe any additional material and information
needed for the Claimant to perfect his claim for benefits; (iv) explain why the material and information is needed; and (v) inform the Claimant of the Plan’s appeal procedures and the time limits applicable to such procedures,
including a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on appeal. 

Any appeal made by a Claimant must be made in writing to the Plan Administrator within 60 days after receipt of the Plan Administrator’s notice of denial
of benefits. If the Claimant appeals to the Plan Administrator, the Claimant may submit written comments, documents, records, and other information relating to the claim for benefits. The Claimant shall be provided, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits. The Plan Administrator shall review the claim taking into account all comments, documents, records, and other
information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. 

  

					
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 The Plan Administrator shall provide adequate written notice to the Claimant of the Plan’s benefit
determination on review. The notice must be furnished within 60 days of the date that the request for review is received by the Plan without regard to whether all of the information necessary to make a benefit determination on review is received.
The Claimant shall be notified in writing within this initial 60-day period if special circumstances require an extension of the time needed to process the claim. The notice shall indicate the special
circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the determination on review. In no event shall such extension exceed a period of 60 days from the end of the initial 60-day period. 
 In the event the benefit determination is being made by a committee or board of trustees that hold
regularly scheduled meetings at least quarterly, the above paragraph shall not apply. The benefit determination must be made by the date of the meeting of the committee or board that immediately follows the Plan’s receipt of a request for
review, unless the request for review is filed within 30 days preceding the date of such meeting. In such case, the benefit determination must be made by the date of the second meeting following the Plan’s receipt of the request for review. The
date of the receipt of the request for review shall be determined without regard to whether all of the information necessary to make a benefit determination on review is received. The Claimant shall be notified in writing within this initial period
if special circumstances require an extension of the time needed to process the claim. The notice shall indicate the special circumstances requiring an extension of time and the date by which the committee or board expects to render the
determination on review. In no event shall such benefit determination be made later than the third meeting of the committee or board following the Plan’s receipt of the request for review. The Plan Administrator shall provide adequate written
notice to the Claimant of the Plan’s benefit determination on review as soon as possible, but not later than five days after the benefit determination is made. 

If the claim for benefits is wholly or partially denied on review, the Plan Administrator’s notice to the Claimant shall: (i) specify the reason or
reasons for the denial; (ii) reference the specific Plan provisions on which the denial is based; (iii) include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the Claimant’s claim for benefits; and (iv) include a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a). Any civil action under
(iv) must be filed no later than one year after the date on the Plan Administrator’s notice. 
 A Claimant may authorize a representative to act
on the Claimant’s behalf with respect to a benefit claim or appeal of an adverse benefit determination. Such authorization shall be made by completion of a form furnished for that purpose. In the absence of any contrary direction from the
Claimant, all information and notifications to which the Claimant is entitled shall be directed to the authorized representative. 
 The Plan Administrator
shall perform periodic examinations, reviews, or audits of benefit claims to determine whether claims determinations are made in accordance with the governing Plan documents and, where appropriate, Plan provisions have been consistently applied with
respect to similarly situated Claimants. 
 SECTION 9.06—DELEGATION OF AUTHORITY. 

All or any part of the administrative duties and responsibilities under this article may be delegated by the Plan Administrator to a retirement committee. The
duties and responsibilities of the retirement committee shall be set out in a separate written agreement. 

  

					
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 SECTION 9.07—EXERCISE OF DISCRETIONARY AUTHORITY. 

The Employer, Plan Administrator, and any other person or entity who has authority with respect to the management, administration, or investment of the Plan
may exercise that authority in its/his full discretion, subject only to the duties imposed under ERISA. This discretionary authority includes, but is not limited to, the authority to make any and all factual determinations and interpret all terms
and provisions of the Plan documents relevant to the issue under consideration. The exercise of authority will be binding upon all persons. 
 SECTION
9.08—TRANSACTION PROCESSING. 
 Transactions (including, but not limited to, investment directions, trades, loans, and distributions) shall be
processed as soon as administratively practicable after proper directions are received from the Participant or other parties. No guarantee is made by the Plan, Plan Administrator, Insurer, Employer, or Trustee that such transactions will be
processed on a daily or other basis, and no guarantee is made in any respect regarding the processing time of such transactions. Notwithstanding any other provision of the Plan, the Employer, the Plan Administrator, or the Trustee reserves the right
to not value an investment option on any given Valuation Date for any reason deemed appropriate by the Employer, the Plan Administrator, or the Trustee, except that such investment option shall be valued as of the last day of the Plan Year as stated
in the definition of Valuation Date in Article I. 
 Administrative practicality will be determined by legitimate business factors (including, but not
limited to, failure of systems or computer programs, failure of the means of the transmission of data, force majeure, the failure of a service provider to timely receive values or prices, and correction for errors or omissions or the errors or
omissions of any service provider) and in no event will be deemed to be less than 14 days. The processing date of a transaction shall be binding for all purposes of the Plan and considered the applicable Valuation Date for any transaction. 

  

					
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 ARTICLE X 

GENERAL PROVISIONS 
 SECTION
10.01—AMENDMENTS. 
  

	(a)	 Amendment by the Employer. The Employer may amend this Plan at any time, including any remedial
retroactive changes (within the time specified by Internal Revenue Service regulations), to comply with any law or regulation issued by any governmental agency to which the Plan is subject. 



An amendment may not allow reversion or diversion of Plan assets to the Employer at any time, except as may be required to comply with any law
or regulation issued by any governmental agency to which the Plan is subject. 
 The Employer may amend the Plan by adding sample or model
Plan amendments published by the Internal Revenue Service that provide that their adoption will not cause the Plan to be treated as individually designed. The Employer may amend the Plan in order to correct failures under the Internal Revenue
Service correction programs or to correct a coverage or nondiscrimination failure, as permitted under applicable Treasury regulations. An amendment to this Plan will be forwarded to Principal Life Insurance Company, the volume submitter
practitioner. 
 The Employer may attach an addendum which lists the Code Section 411(d)(6) protected benefits that must be preserved
due to a restatement or amendment of the Plan. Such a list would not be considered an amendment to the Plan and will not cause the Plan to be treated as individually designed. 

The Employer may make minor modifications to the Plan as permitted under sections 14 and 15 of Revenue Procedure
2011-49. 
 If the Employer amends the Plan for any reason other than those set out above, the Plan
shall no longer participate in this volume submitter plan and shall be considered an individually designed plan. The Employer reserves the right to continue its retirement program under a document separate and distinct from this Plan. In such event,
all rights and obligations of the Employer, or of any Participant or Beneficiary under this document, shall cease. Assets held in support of this Plan will be transferred to the designated funding medium under the new or restated plan and, if
applicable, trust agreement, in the manner permitted under, and subject to the provisions of, the Annuity Contract. 
 An amendment may not
eliminate or reduce a section 411(d)(6) protected benefit, as defined in Q&A-1 in section 1.411(d)-4 of the regulations, that has already accrued, except as provided
in section 1.411(d)-3 or 1.411(d)-4 of the regulations. This is generally the case even if such elimination or reduction is contingent upon the Employee’s consent
and includes an amendment that otherwise places greater restrictions or conditions on a Participant’s right to Code Section 411(d)(6) protected benefits, even if the amendment merely adds a restriction or condition that is permitted under
the vesting rules in Code Section 411(a)(3) through (11). However, the Plan may be amended to eliminate or reduce section 411(d)(6) protected benefits with respect to benefits not yet accrued as of the later of the amendment’s adoption
date or effective date without violating Code Section 411(d)(6). For purposes of this paragraph, an amendment that has the effect of decreasing a Participant’s Account balance, with respect to benefits attributable to service before the
amendment, shall be treated as reducing an accrued benefit. 

  

					
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 No amendment to the Plan shall be effective to eliminate or restrict an optional form of
benefit. The preceding sentence shall not apply to a Plan amendment that eliminates or restricts the ability of a Participant to receive payment of his Account balance under a particular optional form of benefit if the amendment provides a single
sum distribution form that is otherwise identical to the optional form of benefit being eliminated or restricted. For this purpose, a single sum distribution form is otherwise identical only if the single sum distribution form is identical in all
respects to the eliminated or restricted optional form of benefit (or would be identical except that it provides greater rights to the Participant) except with respect to the timing of payments after commencement. 

If, as a result of an amendment, an Employer Contribution is removed that is not 100% immediately vested when made, the applicable vesting
schedule in effect as of the last day such Contributions were permitted shall remain in effect with respect to that part of the Participant’s Account resulting from such Contributions. The Participant shall not become immediately 100% vested in
such Contributions as a result of the elimination of such Contribution except as otherwise specifically provided in the Plan. 
 An amendment
shall not decrease a Participant’s vested interest in the Plan. If an amendment to the Plan changes the computation of the percentage used to determine that portion of a Participant’s Account attributable to Employer Contributions which is
nonforfeitable (whether directly or indirectly), in the case of an Employee who is a Participant as of the later of the date such amendment or change is adopted or the date it becomes effective, the nonforfeitable percentage (determined as of such
date) of such Employee’s right to his Account attributable to Employer Contributions shall not be less than the percentage computed under the Plan without regard to such amendment or change. Furthermore, each Participant or former Participant

  

	 	(1)	 who has completed at least three Years of Service on the date the election period described below ends (five
Years of Service if the Participant does not have at least one Hour of Service in a Plan Year beginning after December 31, 1988) and 


  

	 	(2)	 whose nonforfeitable percentage will be determined on any date after the date of the change



 may elect, during the election period, to have the nonforfeitable percentage of his Account resulting from Employer
Contributions determined without regard to the amendment. This election may not be revoked. If after the Plan is changed, the Participant’s nonforfeitable percentage will at all times be as great as it would have been if the change had not been
made, no election needs to be provided. The election period shall begin no later than the date the Plan amendment is adopted and end no earlier than the 60th day after the latest of the date the amendment is adopted or becomes effective, or the date
the Participant is issued written notice of the amendment by the Employer or the Plan Administrator. 
 For an amendment adopted after
August 9, 2006, with respect to a Participant’s Account attributable to Employer Contributions accrued as of the later of the adoption or effective date of the amendment and earnings, the vested percentage of each Participant will be the
greater of the vested percentage under the old vesting schedule or the vested percentage under the new vesting schedule. 

  

					
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	(b)	 Amendment by the Volume Submitter Practitioner. 



The Employer delegates the authority to amend this Plan to Principal Life Insurance Company as the volume submitter practitioner. The Employer
hereby consents to any such amendment. However, no such amendment shall increase the duties of the Named Fiduciary without his consent. Such an amendment shall not deprive any Participant or Beneficiary of any accrued benefit except to the extent
necessary to comply with any law or regulation issued by any governmental agency to which this Plan is subject. Such an amendment shall not provide that the Plan Fund be used for any purpose other than the exclusive benefit of Participants or their
Beneficiaries or that such Plan Fund ever revert to or be used by the Employer. 
 However, for purposes of reliance on an advisory or
determination letter, Principal Life Insurance Company as the volume submitter practitioner will no longer have the authority to amend the Plan on behalf of the Employer as of the date (i) the Employer amends the Plan to incorporate a type of
plan described in section 16.03 of Revenue Procedure 2011-49 that is not permitted under the VS program, or (ii) the Internal Revenue Service notifies the Employer, in accordance with section 24.03 of
Revenue Procedure 2011-49, that the Plan is an individually designed plan due to the nature and extent of employer amendments to the Plan. 

Any amendment to this Plan by Principal Life Insurance Company, as the volume submitter practitioner, shall be deemed to be an amendment to
this Plan by the Employer. The effective date of any amendment shall be specified in the written instrument of amendment. 
 SECTION 10.02—DIRECT
ROLLOVERS. 
 Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this section, a
Distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. 

In the event of a Mandatory Distribution of an Eligible Rollover Distribution greater than $1,000 in accordance with the SMALL AMOUNTS SECTION of this article
(or which is a small amounts payment under Article VIII at complete termination of the Plan), if the Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant in a Direct Rollover
or to receive the distribution directly, the Plan Administrator will pay the distribution in a Direct Rollover to an individual retirement plan designated by the Plan Administrator. For purposes of determining whether a Mandatory Distribution is
greater than $ 1,000, a Designated Roth Account and all other accounts under the Plan shall be treated as accounts held under two separate plans and shall not be combined. In addition, Rollover Contributions shall be disregarded in determining
whether a Mandatory Distribution is greater than $1,000. 
 In the event of any other Eligible Rollover Distribution to a Distributee in accordance with the
SMALL AMOUNTS SECTION of this article (or which is a small amounts payment under Article VIII at complete termination of the Plan), if the Distributee does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by
the Distributee in a Direct Rollover or to receive the distribution directly, the Plan Administrator will pay the distribution to the Distributee. 

SECTION 10.03—MERGERS AND DIRECT TRANSFERS. 
 The
Plan may not be merged or consolidated with, nor have its assets or liabilities transferred to, any other retirement plan, unless each Participant in this Plan would (if that plan then terminated) receive a benefit immediately after the merger,
consolidation, or transfer that is equal to or greater than the benefit the Participant would have been entitled to receive immediately before the merger, consolidation, or transfer (if 

  

					
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 this Plan had then terminated). The Employer may enter into merger agreements or direct transfer of assets
agreements with the employers under other retirement plans which are qualifiable under Code Section 401(a), including an elective transfer, and may accept the direct transfer of plan assets, or may transfer plan assets, as a party to any such
agreement. The Employer shall not consent to, or be a party to a merger, consolidation, or transfer of assets with a defined benefit plan if such action would result in a defined benefit feature being maintained under this Plan. The Employer will
not transfer any amounts attributable to elective deferral contributions, qualified matching contributions, qualified nonelective contributions, and contributions used to satisfy Code Section 401(k)(13) safe harbors unless the transferee plan
provides that the limitations of section 1.401(k)-1(d) of the regulations shall apply to such amounts (including post-transfer earnings thereon), unless the amounts could have been distributed at the time of the transfer (other than for hardships as
described in the WITHDRAWAL BENEFITS SECTION of Article V or deemed severance from employment as described in the VESTED BENEFITS SECTION of Article V), and the transfer is an elective transfer described in
Q&A-3(b)(1) in section 1.411(d)-4 of the regulations. 
 Notwithstanding
any provision of the Plan to the contrary, to the extent any optional form of benefit under the Plan permits a distribution prior to the Employee’s retirement, death, disability, or Severance from Employment, and prior to plan termination, the
optional form of benefit is not available with respect to benefits attributable to assets (including the post-transfer earnings thereon) and liabilities that are transferred, within the meaning of Code Section 414(l), to this Plan from a money
purchase pension plan qualified under Code Section 401(a) (other than any portion of those assets and liabilities attributable to voluntary employee contributions). The limitations of section
1.401(k)-1(d) of the regulations applicable to elective deferral contributions, qualified matching contributions, qualified nonelective contributions, and contributions used to satisfy Code
Section 401(k)(13) safe harbors shall continue to apply to any amounts attributable to such contributions (including post-transfer earnings thereon) transferred to this Plan, unless the amounts could have been distributed at the time of the
transfer (other than for hardships as described in the WITHDRAWAL BENEFITS SECTION of Article V or deemed severance from employment as described in the VESTED BENEFITS SECTION of Article V), and the transfer is an elective transfer described in Q&A-3(b)(1) in section 1.411(d)-4 of the regulations. 
 The Plan may accept a
direct transfer of plan assets on behalf of an Eligible Employee. If the Eligible Employee is not an Active Participant when the transfer is made, the Eligible Employee shall be deemed to be an Active Participant only for the purpose of investment
and distribution of the transferred assets. Employer Contributions shall not be made for or allocated to the Eligible Employee, until the time he meets all of the requirements to become an Active Participant. 

The Plan shall hold, administer, and distribute the transferred assets as a part of the Plan. The Plan shall maintain a separate account for the benefit of
the Employee on whose behalf the Plan accepted the transfer in order to reflect the value of the transferred assets. 
 A Participant’s section
411(d)(6) protected benefits, as defined in Q&A-1 in section 1.411(d)-4 of the regulations, may not be eliminated by reason of transfer or any transaction amending
or having the effect of amending a plan or plans to transfer benefits except as provided below. 
 A Participant’s section 411(d)(6) protected benefits
may be eliminated or reduced upon transfer between qualified defined contribution plans if the conditions in Q&A-3(b)(1) in section 1.411(d)-4 of the regulations are
met. The transfer must meet all of the other applicable qualification requirements. 
 A Participant’s section 411(d)(6) protected benefits may be
eliminated or reduced if a transfer is an elective transfer of certain distributable benefits between qualified plans (both defined benefit and defined contribution) and the conditions in Q&A-3(c)(1) in section
1.411(d)-4 of the regulations are met. The rules applicable to distributions under the plan would apply to the transfer, but the transfer would not be treated as 

  

					
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 a distribution for purposes of the minimum distribution requirements of Code Section 401(a)(9). If the
Participant is eligible to receive an immediate distribution of his entire Vested Account in a single sum distribution that would consist entirely of an eligible rollover distribution under Code Section 401(a)(31), such transfer will be
accomplished as a direct rollover under Code Section 401(a)(31). 
 SECTION 10.04—PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

 The obligations of an Insurer shall be governed solely by the provisions of the Annuity Contract. The Insurer shall not be required to perform any act
not provided in or contrary to the provisions of the Annuity Contract. Each Annuity Contract when purchased shall comply with the Plan. See the CONSTRUCTION SECTION of this article. 

Any issuer or distributor of investment contracts or securities is governed solely by the terms of its policies, written investment contract, prospectuses,
security instruments, and any other written agreements entered into with the Trustee with regard to such investment contracts or securities. 
 Such
Insurer, issuer or distributor is not a party to the Plan, nor bound in any way by the Plan provisions. Such parties shall not be required to look to the terms of this Plan, nor to determine whether the Employer, the Plan Administrator, the Trustee,
or the Named Fiduciary have the authority to act in any particular manner or to make any contract or agreement. 
 Until notice of any amendment or
termination of this Plan or a change in Trustee has been received by the Insurer at its home office or an issuer or distributor at their principal address, they are and shall be fully protected in assuming that the Plan has not been amended or
terminated and in dealing with any party acting as Trustee according to the latest information which they have received at their home office or principal address. 

SECTION 10.05—EMPLOYMENT STATUS. 
 Nothing contained
in this Plan gives an Employee the right to be retained in the Employer’s employ or to interfere with the Employer’s right to discharge any Employee. 

SECTION 10.06—RIGHTS TO PLAN ASSETS. 
 An Employee
shall not have any right to or interest in any assets of the Plan upon termination of employment or otherwise except as specifically provided under this Plan, and then only to the extent of the benefits payable to such Employee according to the Plan
provisions. 
 Any final payment or distribution to a Participant or his legal representative or to any Beneficiaries of such Participant under the Plan
provisions shall be in full satisfaction of all claims against the Plan, the Named Fiduciary, the Plan Administrator, the Insurer, the Trustee, and the Employer arising under or by virtue of the Plan. 

SECTION 10.07—BENEFICIARY. 
 Each Participant may
name a Beneficiary to receive any death benefit that may arise out of his participation in the Plan. The Participant may change his Beneficiary from time to time. Unless a qualified election has been made, for purposes of distributing any death
benefits before the Participant’s Retirement Date, the Beneficiary of a Participant who has a spouse shall be the Participant’s spouse. The Participant’s Beneficiary designation and any change of Beneficiary shall be subject to the
provisions of the ELECTION PROCEDURES SECTION of Article VI. 

  

					
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 It is the responsibility of the Participant to give written notice to the Plan Administrator of the name of
the Beneficiary on a form furnished for that purpose. The Plan Administrator shall maintain records of Beneficiary designations for Participants before their Retirement Dates. However, the Plan Administrator may delegate to another party the
responsibility of maintaining records of Beneficiary designations. In that event, the written designations made by Participants shall be filed with such other party. If a party other than the Insurer maintains the records of Beneficiary designations
and a Participant dies before his Retirement Date, such other party shall certify to the Insurer the Beneficiary designation on its records for the Participant. 

If there is no Beneficiary named or surviving when a Participant dies, the Participant’s Beneficiary shall be the Participant’s surviving spouse, or
where there is no surviving spouse, Participant’s issue, per stirpes, or where there is no surviving issue, the Participant’s parents, in equal shares, and when there are no surviving parents, the estate. 

SECTION 10.08—NONALIENATION OF BENEFITS. 
 Benefits
payable under the Plan are not subject to the claims of any creditor of any Participant, Beneficiary, spouse, or Contingent Annuitant. A Participant, Beneficiary, spouse, or Contingent Annuitant does not have any rights to alienate, anticipate,
commute, pledge, encumber, or assign such benefits. Such restrictions do not apply in the case of a loan as provided in the LOANS TO PARTICIPANTS SECTION of Article V. The preceding sentences shall also apply to the creation, assignment, or
recognition of a right to any benefit payable with respect to a Participant according to a domestic relations order, unless such order is determined by the Plan Administrator to be a qualified domestic relations order, as defined in Code
Section 414(p), or any domestic relations order entered before January 1, 1985. The preceding sentences shall not apply to any offset of a Participant’s benefits provided under the Plan against an amount the Participant is required to
pay the Plan with respect to a judgment, order, or decree issued, or a settlement entered into, on or after August 5, 1997, which meets the requirements of Code Sections 401(a)(13)(C) or (D). 

SECTION 10.09—CONSTRUCTION. 
 The validity of the
Plan or any of its provisions is determined under and construed according to Federal law and, to the extent permissible, according to the laws of the state in which the Employer has its principal office. In case any provision of this Plan is held
illegal or invalid for any reason, such determination shall not affect the remaining provisions of this Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included. 

In the event of any conflict between the provisions of the Plan and the terms of any Annuity Contract issued hereunder, the provisions of the Plan control.

 SECTION 10.10—LEGAL ACTIONS. 
 No person
employed by the Employer; no Participant, former Participant, or their Beneficiaries; nor any other person having or claiming to have an interest in the Plan is entitled to any notice of process. A final judgment entered in any such action or
proceeding shall be binding and conclusive on all persons having or claiming to have an interest in the Plan. Should any Participant, Beneficiary, or other person claiming an interest in the Plan pursue a legal action against the Plan, such legal
action may not be brought more than two years following the date such cause of action or proceeding arose. 

  

					
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 SECTION 10.11—SMALL AMOUNTS. 

If the value of the Participant’s Vested Account (disregarding the portion of his Account resulting from Rollover Contributions) does not exceed $5,000,
the Participant’s entire Vested Account shall be distributed as of the earliest of his Retirement Date, the date he dies, or the date he has a Severance from Employment for any other reason (the date the Employer provides notice to the record
keeper of the Plan of such event, if later). For purposes of this section, if the Participant’s Vested Account is zero, the Participant shall be deemed to have received a distribution of such Vested Account. This is a small amounts payment.

 In the event a Participant does not elect to have a small amounts payment paid directly to an Eligible Retirement Plan specified by the Participant in a
Direct Rollover or to receive the distribution directly and his Vested Account is greater than $1,000, a Mandatory Distribution will be made in accordance with the DIRECT ROLLOVERS SECTION of this article. If his Vested Account is $1,000 or less,
the Participant’s entire Vested Account shall be paid directly to him. 
 If a small amounts payment is made on or after the date the Participant dies,
the small amounts payment shall be made to the Participant’s Beneficiary. If a small amounts payment is made while the Participant is living, the small amounts payment shall be made to the Participant. 

The small amounts payment is in full settlement of all benefits otherwise payable. No other small amounts payment shall be made. 

SECTION 10.12—WORD USAGE. 
 The masculine gender,
where used in this Plan, shall include the feminine gender and the singular words, where used in this Plan, shall include the plural, unless the context indicates otherwise. 

The words “in writing” and “written,” where used in this Plan, shall include any other forms (such as voice response or other electronic
system) as permitted by any governmental agency to which the Plan is subject. 
 SECTION 10.13—CHANGE IN SERVICE METHOD. 

 

	(a)	 Change of Service Method Under This Plan. If this Plan is amended to change the method of crediting
service from the elapsed time method to the hours method for any purpose under this Plan, the Employee’s service shall be equal to the sum of (1), (2), and (3) below: 



 

	 	(1)	 The number of whole years of service credited to the Employee under the Plan as of the date the change is
effective. 


  

	 	(2)	 One year of service for the computation period in which the change is effective if he is credited with the
required number of Hours of Service. For that portion of the computation period ending on the date of the change (for the first day of the computation period if the change is made on the first day of the computation period), the Employee will be
credited with the greater of (i) his actual Hours of Service or (ii) the number of Hours of Service that is equivalent to the fractional part of a year of elapsed time service credited as of the date of the change, if any. In determining
the equivalent Hours of Service, the Employee shall be credited with 190 Hours of Service for each month and any fractional part of a month in such fractional part of a year. The number of months and any fractional part of a month shall be
determined by multiplying the fractional part of a year, expressed as a decimal, by 12. For the remaining portion of the computation period (the period beginning on the second day of the computation period and ending on the last day of the
computation period if the change is made on the first day of the computation period), the Employee will be credited with his actual Hours of Service. 



  

					
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	 	(3)	 The Employee’s service determined under this Plan using the hours method after the end of the computation
period in which the change in service method was effective. 


 If this Plan is amended to change the method of crediting
service from the hours method to the elapsed time method for any purpose under this Plan, the Employee’s service shall be equal to the sum of (4), (5), and (6) below: 

 

	 	(4)	 The number of whole years of service credited to the Employee under the Plan as of the beginning of the
computation period in which the change in service method is effective. 


  

	 	(5)	 The greater of (i) the service that would be credited to the Employee for that entire computation period
using the elapsed time method or (ii) the service credited to him under the Plan as of the date the change is effective. 


  

	 	(6)	 The Employee’s service determined under this Plan using the elapsed time method after the end of the
applicable computation period in which the change in service method was effective. 


  

	(b)	 Transfers Between Plans with Different Service Methods. If an Employee has been a participant in another
plan of the Employer that credited service under the elapsed time method for any purpose that under this Plan is determined using the hours method, then the Employee’s service shall be equal to the sum of (1), (2), and (3) below:



  

	 	(1)	 The number of whole years of service credited to the Employee under the other plan as of the date he became an
Eligible Employee under this Plan. 


  

	 	(2)	 One year of service for the applicable computation period in which he became an Eligible Employee if he is
credited with the required number of Hours of Service. For that portion of such computation period ending on the date he became an Eligible Employee (for the first day of such computation period if he became an Eligible Employee on the first day of
such computation period), the Employee will be credited with the greater of (i) his actual Hours of Service or (ii) the number of Hours of Service that is equivalent to the fractional part of a year of elapsed time service credited as of
the date he became an Eligible Employee, if any. In determining the equivalent Hours of Service, the Employee shall be credited with 190 Hours of Service for each month and any fractional part of a month in such fractional part of a year. The number
of months and any fractional part of a month shall be determined by multiplying the fractional part of a year, expressed as a decimal, by 12. For the remaining portion of such computation period (the period beginning on the second day of such
computation period and ending on the last day of such computation period if he became an Eligible Employee on the first day of such computation period), the Employee will be credited with his actual Hours of Service. 



 

	 	(3)	 The Employee’s service determined under this Plan using the hours method after the end of the computation
period in which he became an Eligible Employee. 



  

					
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 If an Employee has been a participant in another plan of the Employer that credited service
under the hours method for any purpose that under this Plan is determined using the elapsed time method, then the Employee’s service shall be equal to the sum of (4), (5), and (6) below: 

 

	 	(4)	 The number of whole years of service credited to the Employee under the other plan as of the beginning of the
computation period under that plan in which he became an Eligible Employee under this Plan. 


  

	 	(5)	 The greater of (i) the service that would be credited to the Employee for that entire computation period
using the elapsed time method or (ii) the service credited to him under the other plan as of the date he became an Eligible Employee under this Plan. 


  

	 	(6)	 The Employee’s service determined under this Plan using the elapsed time method after the end of the
applicable computation period under the other plan in which he became an Eligible Employee. 


 If an Employee has been a participant in a
Controlled Group member’s plan that credited service under a different method than is used in this Plan, in order to determine entry and vesting, the provisions in (b) above shall apply as though the Controlled Group member’s plan was
a plan of the Employer. 
 Any modification of service contained in this Plan shall be applicable to the service determined pursuant to this section. 

SECTION 10.14—MILITARY SERVICE. 
 Notwithstanding any
provision of this Plan to the contrary, the Plan shall provide contributions, benefits, and service credit with respect to Qualified Military Service in accordance with Code Section 414(u). Loan repayments may be suspended under this Plan as
permitted under Code Section 414(u). 
 A Participant who dies on or after January 1, 2007, while performing Qualified Military Service is treated
as having resumed and then terminated employment on account of death, in accordance with Code Section 401(a)(37) and any subsequent guidance. The survivors of such Participant are entitled to any additional benefits provided under the Plan on
account of death of the Participant. 
 SECTION 10.15—QUALIFICATION OF PLAN. 

If the Plan is denied initial qualification upon filing timely application, it will be treated as void from the beginning. It will be terminated and all
amounts contributed to the Plan, less expenses paid, shall be returned to the Employer within one year after the date of denial. If amounts have been contributed by Employees, the Employer shall refund to each Employee the amount made by him or, if
less, the amount then in his Account resulting from such amounts. The Insurer and Trustee shall be discharged from all further obligations. 
 If the Plan
fails to attain or retain qualification, it shall no longer participate in this volume submitter plan and shall be considered an individually designed plan. 

  

					
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 ARTICLE XI 

TOP-HEAVY PLAN REQUIREMENTS 

SECTION 11.01—APPLICATION. 
 The provisions of this
article shall supersede all other provisions in the Plan to the contrary. 
 For the purpose of applying the
Top-heavy Plan requirements of this article, all members of the Controlled Group shall be treated as one Employer. The term Employer, as used in this article, shall be deemed to include all members of the
Controlled Group, unless the term as used clearly indicates only the Employer is meant. 
 The accrued benefit or account of a participant resulting from
deductible employee contributions shall not be included for any purpose under this article. 
 The minimum vesting and contribution provisions of the
MODIFICATION OF VESTING REQUIREMENTS SECTION and the MODIFICATION OF CONTRIBUTIONS SECTION of this article shall not apply to any Employee who is included in a group of Employees covered by a collective bargaining agreement that the Secretary of
Labor finds to be a collective bargaining agreement between employee representatives and one or more employers, including the Employer, if there is evidence that retirement benefits were the subject of good faith bargaining between such
representatives. For this purpose, the term “employee representatives” does not include any organization more than half of whose members are employees who are owners, officers, or executives. 

SECTION 11.02—DEFINITIONS. 
 For purposes of this
article the following terms are defined: 
 Aggregation Group means: 
  

	(a)	 each of the Employer’s qualified plans in which a Key Employee is a participant during the Plan Year
containing the Determination Date or any of the four preceding Plan Years (regardless of whether the plans have terminated), 


  

	(b)	 each of the Employer’s other qualified plans which allows the plan(s) described in (a) above to meet
the nondiscrimination requirement of Code Section 401(a)(4) or the minimum coverage requirement of Code Section 410, and 


  

	(c)	 any of the Employer’s other qualified plans not included in (a) or (b) above which the Employer
desires to include as part of the Aggregation Group. Such a qualified plan shall be included only if the Aggregation Group would continue to satisfy the requirements of Code Sections 401(a)(4) and 410. 



The plans in (a) and (b) above constitute the “required” Aggregation Group. The plans in (a), (b), and (c) above constitute the
“permissive” Aggregation Group. 

  

					
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 Compensation means compensation as defined in the CONTRIBUTION LIMITATION SECTION of Article
III. 
 Determination Date means as to any plan, for any plan year subsequent to the first plan year, the last day of the preceding plan
year. For the first plan year of the plan, the Determination Date is the last day of that year. 
 Key Employee means any Employee or former Employee
(including any deceased Employee) who at any time during the Plan Year that includes the Determination Date is: 
  

	(a)	 an officer of the Employer having Compensation for the Plan Year greater than $130,000 (as adjusted under Code
Section 416(i)(1) for Plan Years beginning after December 31, 2002), 


  

	(b)	 a 5-percent owner of the Employer, or 



 

	(c)	 a 1-percent owner of the Employer having Compensation for the Plan Year
of more than $150,000. 


 The determination of who is a Key Employee shall be made according to Code Section 416(i)(1) and the
applicable regulations and other guidance of general applicability issued thereunder. 
 Nonkey Employee means any Employee who is not a Key
Employee. 
 Top-heavy Plan means a plan that is top-heavy for any
plan year. This Plan shall be top-heavy if any of the following conditions exist: 
  

	(a)	 The Top-heavy Ratio for this Plan exceeds 60 percent and this Plan
is not part of any required Aggregation Group or permissive Aggregation Group. 


  

	(b)	 This Plan is a part of a required Aggregation Group, but not part of a permissive Aggregation Group, and the Top-heavy Ratio for the required Aggregation Group exceeds 60 percent. 


  

	(c)	 This Plan is a part of a required Aggregation Group and part of a permissive Aggregation Group and the Top-heavy Ratio for the permissive Aggregation Group exceeds 60 percent. 


 Top-heavy Ratio means: 
  

	(a)	 If the Employer maintains one or more defined contribution plans (including any simplified employee pension
plan) and the Employer has not maintained any defined benefit plan that during the five-year period ending on the Determination Date(s) has or has had accrued benefits, the Top-heavy Ratio for this Plan alone
or for the required or permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the sum of the account balances of all Key Employees as of the Determination Date(s) (including any part of any account balance distributed
in the one-year period ending on the Determination Date(s) and distributions under a terminated plan which if it had not been terminated would have been required to be included in the Aggregation Group), and
the denominator of which is the sum of all account balances (including any part of any account balance distributed in the one-year period ending on the Determination Date(s) and distributions under a
terminated plan which if it had not been terminated would have been required to be included in the Aggregation Group), both computed in accordance with Code Section 416 and the regulations thereunder. In the case of a distribution made for a
reason other than Severance from Employment, death, or disability, this provision shall be applied by substituting “five-year period” for “one-year period.” Both the numerator and
denominator of the Top-heavy Ratio are increased to reflect any contribution not actually made as of the Determination Date, but which is required to be taken into account on that date under Code
Section 416 and the regulations thereunder. 



  

					
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	(b)	 If the Employer maintains one or more defined contribution plans (including any simplified employee pension
plan) and the Employer maintains or has maintained one or more defined benefit plans that during the five-year period ending on the Determination Date(s) has or has had accrued benefits, the Top-heavy Ratio
for any required or permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the sum of the account balances under the aggregated defined contribution plan or plans of all Key Employees, determined in accordance with
(a) above, and the present value of accrued benefits under the aggregated defined benefit plan or plans for all Key Employees as of the Determination Date(s), and the denominator of which is the sum of the account balances under the aggregated
defined contribution plan or plans for all participants, determined in accordance with (a) above, and the present value of accrued benefits under the defined benefit plan or plans for all participants as of the Determination Date(s), all determined
in accordance with Code Section 416 and the regulations thereunder. The accrued benefits under a defined benefit plan in both the numerator and denominator of the Top-heavy Ratio are increased for any
distribution of an accrued benefit made in the one-year period ending on the Determination Date (and distributions under a terminated plan which if it had not been terminated would have been required to be
included in the Aggregation Group). In the case of a distribution made for a reason other than Severance from Employment, death, or disability, this provision shall be applied by substituting “five-year period” for “one-year period.” 


  

	(c)	 For purposes of (a) and (b) above, the value of account balances and the present value of accrued benefits
will be determined as of the most recent Valuation Date that falls within or ends with the 12-month period ending on the Determination Date, except as provided in Code Section 416 and the regulations
thereunder for the first and second plan years of a defined benefit plan. The account balances and accrued benefits of a participant (i) who is not a Key Employee but who was a Key Employee in a prior year or (ii) who has not been credited
with at least one hour of service with any employer maintaining the plan at any time during the one-year period (five-year period in determining whether the plan is
top-heavy for plan years beginning before January 1, 2002) ending on the Determination Date will be disregarded. The calculation of the Top-heavy Ratio and the
extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Code Section 416 and the regulations thereunder. Deductible employee contributions will not be taken into account for purposes of
computing the Top-heavy Ratio. When aggregating plans, the value of account balances and accrued benefits will be calculated with reference to the Determination Dates that fall within the same calendar year.



 The accrued benefit of a participant other than a Key Employee shall be determined under (i) the method, if any, that uniformly
applies for accrual purposes under all defined benefit plans maintained by the Employer, or (ii) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional rule of Code
Section 411(b)(1)(C). 
 SECTION 11.03—MODIFICATION OF VESTING REQUIREMENTS. 

A Participant’s Vesting Percentage is at all times at least as great as the Vesting Percentage required to satisfy the requirements of Code
Section 416. The part of the Participant’s Account resulting from the minimum contributions required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of this article will vest according to the vesting schedule selected in the
definition of Vesting Percentage in the DEFINITIONS SECTION of Article I. If no schedule is selected in such definition, the minimum contribution (and earnings thereon) will be 100% vested and nonforfeitable. 

  

					
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 The part of the Participant’s Vested Account resulting from the minimum contributions required pursuant
to the MODIFICATION OF CONTRIBUTIONS SECTION of this article (to the extent required to be nonforfeitable under Code Section 416(b)) may not be forfeited under Code Section 411(a)(3)(B) or (D). 

SECTION 11.04—MODIFICATION OF CONTRIBUTIONS. 
 During
any Plan Year in which this Plan is a Top-heavy Plan, the Employer shall make a minimum contribution as of the last day of the Plan Year for each Nonkey Employee who is an Employee on the last day of the Plan
Year and who was an Active Participant at any time during the Plan Year. A Nonkey Employee is not required to have a minimum number of Hours of Service or minimum amount of Compensation in order to be entitled to this minimum. A Nonkey Employee who
fails to be an Active Participant merely because his Compensation is less than a stated amount or merely because of a failure to make mandatory participant contributions or, in the case of a cash or deferred arrangement, elective contributions shall
be treated as if he were an Active Participant. The minimum is the lesser of (a) or (b) below: 
  

	(a)	 3 percent of such person’s Compensation for such Plan Year. 



 

	(b)	 The “highest percentage” of Compensation for such Plan Year at which the Employer’s
Contributions are made for or allocated to any Key Employee. The highest percentage shall be determined by dividing the Employer Contributions made for or allocated to each Key Employee during the Plan Year by the amount of his Compensation for such
Plan Year, and selecting the greatest quotient (expressed as a percentage). To determine the highest percentage, all of the Employer’s defined contribution plans within the Aggregation Group shall be treated as one plan. The minimum shall be
the amount in (a) above if this Plan and a defined benefit plan of the Employer are required to be included in the Aggregation Group and this Plan enables the defined benefit plan to meet the requirements of Code Section 401(a)(4) or 410.



 For purposes of (a) and (b) above, Compensation shall be limited by Code Section 401(a)(17). 

If the Employer’s contributions and allocations otherwise required under the defined contribution plan(s) are at least equal to the minimum above, no
additional contribution shall be required. If the Employer’s total contributions and allocations are less than the minimum above, the Employer shall contribute the difference for the Plan Year. 

The minimum contribution applies to all of the Employer’s defined contribution plans in the aggregate which are
Top-heavy Plans. A minimum contribution under a profit sharing plan shall be made without regard to whether or not the Employer has profits. 

For purposes of this section, any employer contribution made according to a salary reduction or similar arrangement shall not apply in determining if the
minimum contribution requirement has been met, but shall apply in determining the minimum contribution required. Matching contributions, as defined in Code Section 401(m), shall be taken into account for purposes of satisfying the minimum
contribution requirements of Code Section 416(c)(2) and the Plan. Matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution
percentage test and other requirements of Code Section 401(m). 
 The requirements of this section shall be met without regard to any Social Security
contribution. 

  

					
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 ARTICLE XII 

TRUST PROVISIONS 
 The Plan includes the
attached Principal Financial Group pre-approved Trust Agreement. 
 The Trust Fund shall be administered according
to the provisions of such trust agreement. The provisions of the Trust Agreement shall apply to all adopting employers. No other trust agreement may be used as long as the Plan continues to be a Principal Financial Group 401(k) Volume Submitter
Plan. 

  

					
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 SIGNATURES Failure to properly complete or amend this volume submitter plan may result in disqualification of this Plan. Principal Life
Insurance Company will inform you of any amendments made to the Plan or of the discontinuance or abandonment of the Plan. The address and telephone number of Principal Life Insurance Company is 711 High Street, Des Moines, Iowa 50392-0001; 1-800-543-4015, extension 51238. The Employer may rely on an advisory letter issued by the Internal Revenue Service as evidence that
this Plan is qualified under Code Section 401 only to the extent provided in Revenue Procedure 2011-49. The Employer may not rely on an advisory letter in other circumstances or with respect to certain
qualification requirements which are specified in the advisory letter issued with respect to the Plan and in Revenue Procedure 2011-49. In order to have reliance in such circumstances or with respect to such
qualification requirements, application for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service. The Primary Employer adopts the Principal Financial Group 401(k) Volume Submitter Specimen Plan for the
exclusive benefit of its Employees. Selections and specifications contained in this document constitute the Plan of the Primary Employer. It is understood that Principal Life Insurance Company is not a party to the Plan and shall not be responsible
for any tax or legal aspects of the Plan. The Primary Employer assumes responsibility for these matters. The obligations of Principal Life Insurance Company shall be governed solely by the provisions of its contracts and policies. Principal Life
Insurance Company shall not be required to look into any action taken by the Plan Administrator, Named Fiduciary, Trustee, Investment Manager, or the Primary Employer and shall be fully protected in taking, permitting or omitting any action on the
basis of the Primary Employer’s actions. Principal Life Insurance Company shall incur no liability or responsibility for carrying out actions as directed by the Plan Administrator, Named Fiduciary, Trustee, Investment Manager or the Primary
Employer. By executing this Plan, the Primary Employer acknowledges having counseled to the extent necessary with selected legal and tax advisors regarding the Plan’s legal and tax implications. The Primary Employer also certifies diligent
efforts have been made to provide a copy of this Plan document to each Trustee and that proper signatures will be obtained on the attached Trust Agreement. Executed this __________________ day of ________________________________, ______________.
MainStreet Bank By: Title: 












 Addendum to: MainStreet Bank 401(k) Plan 

Contract Number: 8-11744 

This addendum should be filed with your plan document. 
 The
following benefits were included in this Plan and have been removed (are being removed, if future effective date) as of the effective date. According to Section 411(d)(6) of the Internal Revenue Code, benefits described below shall be available
to Plan Participants who had an account balance on that date (or the date of adoption, if later). The protected benefit(s) only apply to Participants or to the value of their accounts as of that date (adjusted for earnings or losses since that date)
as described below. 
  

									
	 Protected Benefit
	  	 Applies To
	  	 Description
	  	 Operation
	  	 Effective
Date

	Definition of Totally and Permanently Disabled	  	All Participants	  	Disability is determined by a licensed physician chosen by the Plan Administrator and the disability has lasted or can be expected to last at least 12 months, or plan Participants must be eligible under Title II of
the Federal Social Security Act.	  	Participants who are disabled according to the plan’s definition prior to the effective date will continue to be considered disabled under the new definition. Participants who are not disabled as of the effective
date must meet the new definition in the plan as of the date of their disability.	  	01/01/2019


  

					
	Amend No. 1 Effective January 1, 2019	  		  	Plan ID No. 1039343 (8-11744)