Exhibit 10.1




ADOPTION AGREEMENT


	
  

 	
  

 	
  

 	
  

 
	
 1.01

 	
 PREAMBLE

 
	
  

 	
  

 	
  

 
	
  

 	
 By the execution of this
 Adoption Agreement the Plan Sponsor hereby [complete (a) or (b)]

 
	
  

 	
  

 	
  

 
	
  

 	
 (a) x

 	
 adopts a new plan as of April
 1, 2014 (See Appendix A for special effective dates)

 
	
  

 	
  

 	
  

 
	
  

 	
 (b) o

 	
 amends and restates its existing
 plan as of _____________ [month, day, year] which is the Amendment Restatement Date. Except
 as otherwise provided in Appendix A, all amounts deferred under the Plan
 prior to the Amendment Restatement Date shall be governed by the terms of the
 Plan as in effect on the day before the Amendment Restatement Date.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Original Effective Date: _____________[month,
 day, year]

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Pre-409A Grandfathering:     o Yes    o No

 
	
  

 	
  

 	
  

 
	
 1.02

 	
 PLAN

 
	
  

 	
  

 	
  

 
	
  

 	
 Plan Name: Valspar
 Corporation Deferred Compensation Plan

 
	
  

 	
  

 	
  

 
	
  

 	
 Plan Year: December, 31

 
	
  

 	
  

 
	
 1.03

 	
 PLAN SPONSOR

 
	
  

 	
  

 
	
  

 	
 Name:

 	
   Valspar Corporation



 
	
  

 	
 Address:

 	
   P.O. Box 1461, Minneapolis, MN
 55440-1461



 
	
  

 	
 Phone # :

 	
   612-851-7000



 
	
  

 	
 EIN:

 	
   36-2443580



 
	
  

 	
 Fiscal Yr:

 	
   October 26, 2013-October 31,
 2014 (Generally 10/31, corporate year is a 52/53 week year)



 
	
  

 	
  

 	
  

 
	
  

 	
 Is stock of the Plan Sponsor,
 any Employer or any Related Employer publicly traded on an established
 securities market?

 
	
  

 	
  

 	
  

 
	
  

 	
        xYes    o No

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.04

 	
 EMPLOYER

 
	
  

 	
  

 	
  

 
	
  

 	
 The following entities have been
 authorized by the Plan Sponsor to participate in and have adopted the Plan
 (insert “Not Applicable” if none have been authorized):

 
	
  

 	
  

 
	
  

 	
 Entity

 	
 Publicly Traded on Est.
 Securities Market

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Yes

 	
  

 	
 No

 	
  

 
	
  

 	
 Valspar Corporation



 	
  

 	
 x

 	
  

 	
 o

 	
  

 
	
  

 	
 EPS (Engineered Polymer
 Solutions)



 	
  

 	
 o

 	
  

 	
 x

 	
  

 
	
  

 	
 Plasti-Kote



 	
  

 	
 o

 	
  

 	
 x

 	
  

 
	
  

 	
 Valspar Refinishing



 	
  

 	
 o

 	
  

 	
 x

 	
  

 
	
  

 	
 Valspar Sourcing



 	
  

 	
 o

 	
  

 	
 x

 	
  

 
	
  

 	
  



 	
  

 	
 o

 	
  

 	
 o

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.05

 	
 ADMINISTRATOR

 
	
  

 	
  

 
	
  

 	
 The Plan Sponsor has designated
 the following party or parties to be responsible for the administration of
 the Plan:

 
	
  

 	
  

 	
  

 
	
  

 	
 Name:

 	
   Valspar Corporation



 
	
  

 	
 Address:

 	
   P.O. Box 1461, Minneapolis, MN
 55440-1461



 
	
  

 	
  

 	
  

 
	
  

 	
 Note:

 	
 The Administrator is the person
 or persons designated by the Plan Sponsor to be responsible for the
 administration of the Plan. Neither Fidelity Employer Services Company nor
 any other Fidelity affiliate can be the Administrator.

 
	
  

 	
  

 	
  

 
	
 1.06

 	
 KEY EMPLOYEE
 DETERMINATION DATES

 
	
  

 	
  

 
	
  

 	
 The Plan Sponsor has designated
 _____________ as the Identification Date for purposes of determining Key
 Employees.

 
	
  

 	
  

 
	
  

 	
 In the absence of a designation,
 the Identification Date is December 31.

 
	
  

 	
  

 
	
  

 	
 The Plan Sponsor has designated
 _____________ as the effective date for purposes of applying the six month
 delay in distributions to Key Employees.

 
	
  

 	
  

 
	
  

 	
 In the absence of a designation,
 the effective date is the first day of the fourth month following the
 Identification Date. For purposes of this plan, all employees will be treated
 as Key Employees and distributions other than Specified Date Distributions in
 Sec. 6.01(b)(i) will be delayed at least 6 months from the distribution
 trigger event.

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.01

 	
 PARTICIPATION

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 x

 	
 Employees [complete (i), (ii) or
 (iii)]

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 x

 	
 Eligible Employees are selected
 by the Plan Sponsor.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 o

 	
 Eligible Employees are those
 employees of the Plan Sponsor who satisfy the following criteria:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  



 
	
  

 	
  

 	
  

 	
  

 	
  



 
	
  

 	
  

 	
  

 	
  

 	
  



 
	
  

 	
  

 	
  

 	
  

 	
  



 
	
  

 	
  

 	
  

 	
  

 	
  



 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 o

 	
 Employees are not eligible to
 participate.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 x

 	
 Directors [complete (i), (ii) or
 (iii)]

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 x

 	
 All Directors are eligible to
 participate.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 o

 	
 Only Directors selected by the
 Plan Sponsor are eligible to participate.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 o

 	
 Directors are not eligible to
 participate.

 













	
  

 	
  

 	
  

 	
  

 
	
 3.01

 	
 COMPENSATION

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 For purposes of determining
 Participant contributions under Article 4 and Employer contributions under
 Article 5, Compensation shall be defined in the following manner [complete
 (a) or (b) and select (c) and/or (d), if applicable]:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 x

 	
 Compensation is defined as:

 
	
  

 	
  

 	
  

 	
 Base Compensation



 
	
  

 	
  

 	
  

 	
 Annual Cash Bonus (Valshare
 & Annual Cash Bonus portion of the Sales Incentive Plan, does not include
 Commissions)



 
	
  

 	
  

 	
  

 	
 Cash Settled RSUs



 
	
  

 	
  

 	
  

 	
 Lost ERISA Payments



 
	
  

 	
  

 	
  

 	
  



 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 o

 	
 Compensation as defined in
 ______________________ without regard to the limitation in Section 401(a)(17)
 of the Code for such Plan Year. In addition, Compensation shall include
 amounts deferred into this plan as well as any Short-term Incentive bonus amounts.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 x

 	
 Director Compensation is defined
 as:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Annual retainer (cash portion)



 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 o

 	
 Compensation shall, for all Plan
 purposes, be limited to $
           .

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 o

 	
 Not Applicable.

 
	
  

 	
  

 	
  

 	
  

 
	
 3.02

 	
 BONUSES

 
	
  

 	
  

 
	
  

 	
 Compensation, as defined in
 Section 3.01 of the Adoption Agreement, includes the following type of
 bonuses that will be the subject of a separate deferral election:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Type

 	
 Will be treated as Performance

 Based Compensation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Yes

 	
  

 	
 No

 	
  

 
	
  

 	
 Annual Cash Bonus



 	
  

 	
 x

 	
  

 	
 o

 	
  

 
	
  

 	
  



 	
  

 	
 o

 	
  

 	
 o

 	
  

 
	
  

 	
  



 	
  

 	
 o

 	
  

 	
 o

 	
  

 
	
  

 	
  



 	
  

 	
 o

 	
  

 	
 o

 	
  

 
	
  

 	
  



 	
  

 	
 o

 	
  

 	
 o

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o        Not
 Applicable.

 













	
  

 	
  

 	
  

 	
  

 
	
 4.01

 	
 PARTICIPANT
 CONTRIBUTIONS

 
	
  

 	
  

 
	
  

 	
 If Participant contributions are
 permitted, complete (a), (b), and (c). Otherwise complete (d).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  (a)

 	
 Amount of
 Deferrals

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Participant may elect within
 the period specified in Section 4.01(b) of the Adoption Agreement to defer
 the following amounts of remuneration. For each type of remuneration listed,
 complete “dollar amount” and / or “percentage amount”.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 Compensation Other than Bonuses
 [do not complete if you complete (iii)]

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dollar Amount

 	
 % Amount

 	
  

 
	
  

 	
 Type of Remuneration

 	
 Min

 	
 Max

 	
 Min

 	
 Max

 	
 Increment

 
	
  

 	
   (a)     Base salary

 	
  

 	
  

 	
 1%

 	
 50%

 	
 1%

 
	
  

 	
   (b)     Cash-settled
 RSUs

 	
  

 	
  

 	
 1%

 	
 100%

 	
 1%

 
	
  

 	
   (c)     Lost
 ERISA Payments

 	
  

 	
  

 	
 1%

 	
 100%

 	
 1%

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Note: The increment is required
 to determine the permissible deferral amounts. For example, a minimum of 0%
 and maximum of 20% with a 5% increment would allow an individual to defer 0%,
 5%, 10%, 15% or 20%.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Bonuses [do not complete if you
 complete (iii)]

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dollar Amount

 	
 % Amount

 	
  

 
	
  

 	
 Type of Bonus

 	
 Min

 	
 Max

 	
 Min

 	
 Max

 	
 Increment

 
	
  

 	
   (a) Annual Cash Bonus

 	
  

 	
  

 	
 1%

 	
 100%

 	
 1%

 
	
  

 	
   (b)

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
   (c)

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 Compensation [do not complete if
 you completed (i) and (ii)]

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Dollar Amount

 	
 % Amount

 	
  

 	
  

 	
  

 
	
  

 	
 Min

 	
 Max

 	
 Min

 	
 Max

 	
 Increment

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 Director Compensation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dollar Amount

 	
 % Amount

 	
  

 
	
  

 	
   Type of Compensation

 	
 Min

 	
 Max

 	
 Min

 	
 Max

 	
 Increment

 
	
  

 	
   Annual retainer (cash portion)

 	
  

 	
  

 	
 1%

 	
 100%

 	
 1%

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 












	
  

 	
  

 	
  

 	
  

 
	
  

 	
  (b)

 	
 Election Period

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 Performance Based Compensation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 A special election period

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 x     Does               o     Does
 Not

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 apply to each eligible type of
 performance based compensation referenced in Section 3.02 of the Adoption
 Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 The special election period, if
 applicable, will be determined by the Plan Sponsor.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Newly Eligible Participants

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 An employee who is classified or
 designated as an Eligible Employee during a Plan Year

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o     May               x     May
 Not

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 elect to defer Compensation
 earned during the remainder of the Plan Year by completing a deferral
 agreement within the 30 day period beginning on the date he is eligible to
 participate in the Plan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  (c)

 	
 Revocation of
 Deferral Agreement

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Participant’s deferral
 agreement

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 x     Will

 
	
  

 	
  

 	
 o     Will
 Not

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 be cancelled for the remainder
 of any Plan Year during which he receives a hardship distribution of elective
 deferrals from a qualified cash or deferred arrangement maintained by the
 Employer to the extent necessary to satisfy the requirements of Reg. Sec.
 1.401(k)-1(d)(3). If cancellation occurs, the Participant may resume
 participation in accordance with Article 4 of the Plan.

 
	
  

 	
  

 	
  

 
	
  

 	
  (d)

 	
 No Participant
 Contributions

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 o     Participant contributions are not
 permitted under the Plan.

 











	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.01

 	
 EMPLOYER CONTRIBUTIONS

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 If Employer contributions are permitted, complete (a)
 and/or (b). Otherwise complete (c).

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  (a)

 	
 Matching Contributions

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 Amount

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 For each Plan Year, the Employer shall make a Matching
 Contribution on behalf of each Participant who defers Compensation for the
 Plan Year and satisfies the requirements of Section 5.01(a)(ii) of the
 Adoption Agreement equal to [complete the ones that are applicable]:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 o

 	
 _____ of the Compensation the Participant has elected to
 defer for the Plan Year limited to __% of Compensation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 o

 	
 An amount determined by the Employer in its sole
 discretion 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C)

 	
 o

 	
 Matching Contributions for each Participant shall be
 limited to $___ and/or ___% of Compensation.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (D)

 	
 o

 	
 Other:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (E)

 	
 x

 	
 Not Applicable [Proceed to Section 5.01(b)]

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Eligibility for Matching Contribution

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 A Participant who defers Compensation for the Plan Year
 shall receive an allocation of Matching Contributions determined in
 accordance with Section 5.01(a)(i) provided he satisfies the following
 requirements [complete the ones that are applicable]:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 o

 	
 Describe requirements:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 o

 	
 Is selected by the Employer in its sole discretion to
 receive an allocation of Matching Contributions

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C)

 	
 o

 	
 No requirements

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 Time of Allocation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Matching Contributions, if made, shall be treated as
 allocated [select one]:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 o

 	
 As of the last day of the Plan Year

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 o

 	
 At such times as the Employer shall determine in it sole
 discretion

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C)

 	
 o

 	
 At the time the Compensation on account of which the
 Matching Contribution is being made would otherwise have been paid to the
 Participant

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (D)

 	
 o

 	
 Other:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  (b)

 	
 Other Contributions

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 Amount

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 The Plan Sponsor shall make a contribution on behalf of
 each Participant who satisfies the requirements of Section 5.01(b)(ii) equal
 to [complete the ones that are applicable]:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 o

 	
 An amount equal to        
 [insert number]% of the Participant’s Compensation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 x

 	
 An amount determined by the Plan Sponsor in its sole
 discretion

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C)

 	
 o

 	
 Contributions for each Participant shall be limited to $                      

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (D)

 	
 o

 	
 Other:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (E)

 	
 o

 	
 Not Applicable [Proceed to Section 6.01]

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Eligibility for Other Contributions

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 A Participant shall receive an allocation of other
 Employer contributions determined in accordance with Section 5.01(b)(i) for
 the Plan Year if he satisfies the following requirements [complete the one
 that is applicable]:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 o

 	
 Describe requirements:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 x

 	
 Is selected by the Plan Sponsor in its sole discretion to
 receive an allocation of other Employer contributions

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C)

 	
 o

 	
 No requirements

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 Time of Allocation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Employer contributions, if made, shall be treated as
 allocated [select one]:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 o

 	
 As of the last day of the Plan Year

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 x

 	
 At such time or times as the Plan Sponsor shall determine
 in its sole discretion

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C)

 	
 o

 	
 Other:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  (c)

 	
 No Employer Contributions

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 o

 	
 Employer contributions are not
 permitted under the Plan.

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.01

 	
 DISTRIBUTIONS

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The timing and form of payment of distributions made from
 the Participant’s vested Account shall be made in accordance with the
 elections made in this Section 6.01 of the Adoption Agreement except when
 Section 9.6 of the Plan requires a six month delay for certain distributions
 to Key Employees of publicly traded companies.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  (a)

 	
 Timing of Distributions

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 All distributions shall commence in accordance with the
 following [choose one]:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 o

 	
 As soon as administratively feasible following the
 distribution event but in no event later than the time prescribed by Treas.
 Reg. Sec. 1.409A-3(d).

 
	
  

 	
  

 	
  

 	
 (B)

 	
 o

 	
 Monthly on specified day ___

 
	
  

 	
  

 	
  

 	
 (C)

 	
 x

 	
 Annually on August 1st for all distribution types
 except upon death. Distributions upon death will be paid as soon as
 administratively feasible.

 
	
  

 	
  

 	
  

 	
 (D)

 	
 o

 	
 Calendar quarter on specified month and day [          month
 of quarter (insert 1,2 or 3);       day
 (insert day)]

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 The timing of distributions as determined in Section
 6.01(a)(i) shall be modified by the adoption of:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 x

 	
 Event Delay – Distribution events other than those based
 on Specified Date or Specified Age will be treated as not having occurred for
 6 (Six) months .

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 o

 	
 Hold Until Next Year – Distribution events other than
 those based on Specified Date or Specified Age will be treated as not having
 occurred for twelve months from the date of the event if payment pursuant to
 Section 6.01(a)(i) will thereby occur in the next calendar year or on the
 first payment date in the next calendar year in all other cases.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (C)

 	
 o

 	
 Immediate Processing – The timing method selected by the
 Plan Sponsor under Section 6.01(a)(i) shall be overridden for the following
 distribution events [insert events] and will be processed on January 1
 following the distribution event:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (D)

 	
 o

 	
 Not applicable.

 













	
  

 	
  

 	
  

 
	
  

 	
  (b)

 	
 Distribution Events

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Participants may elect the
 following payment events and the associated form or forms of payment. If
 multiple events are selected, the earliest to occur will trigger payment. For
 installments, insert the range of available periods (e.g., 5-15) or insert
 the periods available (e.g., 5,7,9).

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Lump Sum

 	
  

 	
 Installments

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 x

 	
 Specified Date

 	
  

 	
 x

 	
  

 	
 2-15 years

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 o

 	
 Specified Age

 	
  

 	
         

 	
  

 	
          years

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 x

 	
 Separation from Service

 	
  

 	
 x

 	
  

 	
 2-15 years

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 o

 	
 Separation from Service plus 6 months

 	
  

 	
         

 	
  

 	
          years

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 o

 	
 Separation from Service plus         
 months [not to exceed         months]

 	
  

 	
         

 	
  

 	
          years

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 o

 	
 Retirement

 	
  

 	
         

 	
  

 	
          years

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 o

 	
 Retirement plus 6 months

 	
  

 	
         

 	
  

 	
          years

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (viii)

 	
 o

 	
 Retirement plus         
 months [not to exceed         
 months]

 	
  

 	
         

 	
  

 	
          years

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ix)

 	
 o

 	
 Disability

 	
  

 	
         

 	
  

 	
          years

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (x)

 	
 o

 	
 Death

 	
  

 	
         

 	
  

 	
          years

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (xi)

 	
 x

 	
 Change in Control

 	
  

 	
 x

 	
  

 	
 2-15  years

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The minimum deferral period for Specified Date or
 Specified Age event shall be 2 years. Please note that distributions will
 occur based upon the earliest of the events to occur in Sec. (b)(i), (iii),
 or (xi). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Installments may be paid [select each that applies]

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 o

 	
 Monthly

 
	
  

 	
  

 	
 o

 	
 Quarterly

 
	
  

 	
  

 	
 x

 	
 Annually

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Specified Date and Specified Age elections may not extend
 beyond age NA.

 













	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Payment Election Override

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Payment of the remaining vested balance of the
 Participant’s Account will automatically occur at the time specified in
 Section 6.01(a) of the Adoption Agreement in the form indicated upon the
 earliest to occur of the following events [check each event that applies and
 for each event include only a single form of payment]:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 EVENTS

 	
  

 	
 FORM OF PAYMENT

 
	
  

 	
 o

 	
 Separation from Service

 	
                 

 	
 Lump sum

 	
                 

 	
 Installments

 
	
  

 	
 o

 	
 Separation from 

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Service before Retirement

 	
                 

 	
 Lump sum

 	
                 

 	
 Installments

 
	
  

 	
 x

 	
 Death

 	
   x           

 	
 Lump sum

 	
                 

 	
 Installments

 
	
  

 	
 o

 	
 Disability

 	
                 

 	
 Lump sum

 	
                 

 	
 Installments

 
	
  

 	
 o

 	
 Not Applicable

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Involuntary Cashouts

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 x

 	
  

 	
 If the Participant’s vested Account at the time of his
Separation from Service does not exceed $15,000 distribution of the vested
Account shall automatically be made in the form of a single lump sum in
accordance with Section 9.5 of the Plan. 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 o

 	
  

 	
 There are no involuntary cashouts.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 Retirement

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 o

 	
  

 	
 Retirement shall be defined as a Separation from Service
 that occurs on or after the Participant [insert description of requirements]:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 x

 	
  

 	
 No special definition of Retirement applies.

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 Distribution Election Change

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Participant

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 x

 	
 Shall

 
	
  

 	
  

 	
 o

 	
 Shall Not

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 be permitted to modify a scheduled distribution date
 and/or payment option in accordance with Section 9.2 of the Plan.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Participant shall generally be permitted to elect such
 modification 5 number of times.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Administratively, allowable distribution events will be
 modified to reflect all options necessary to fulfill the distribution change
 election provision.

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 Frequency of Elections

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Plan Sponsor

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 x

 	
 Has

 
	
  

 	
  

 	
 o

 	
 Has Not

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Elected to permit annual elections of a time and form of
 payment for amounts deferred under the Plan. If a single election of a time
 and/or form of payment is required, the Participant will make such election
 at the time he first completes a deferral agreement which, in all cases, will
 be no later than the time required by Reg. Sec. 1.409A-2.

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.01

 	
 VESTING

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  (a)

 	
 Matching Contributions

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Participant’s vested interest in the amount credited
 to his Account attributable to Matching Contributions shall be based on the
 following schedule:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o

 	
 Years of Service

 	
  

 	
 Vesting %

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 0

 	
  

 	
  0%

 	
 (insert ‘100’ if there is immediate vesting)

 
	
  

 	
  

 	
 1

 	
  

 	
  0%

 	
  

 
	
  

 	
  

 	
 2

 	
  

 	
  0%

 	
  

 
	
  

 	
  

 	
 3

 	
  

 	
  0%

 	
  

 
	
  

 	
  

 	
 4

 	
  

 	
  0%

 	
  

 
	
  

 	
  

 	
 5

 	
  

 	
  0%

 	
  

 
	
  

 	
  

 	
 6

 	
  

 	
  0%

 	
  

 
	
  

 	
  

 	
 7

 	
  

 	
  0%

 	
  

 
	
  

 	
  

 	
 8

 	
  

 	
  0%

 	
  

 
	
  

 	
  

 	
 9

 	
  

 	
  0%

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Other:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Class year vesting applies.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 x

 	
 Not applicable.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  (b)

 	
 Other Employer Contributions

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Participant’s vested interest in the amount credited
 to his Account attributable to Employer contributions other than Matching
 Contributions shall be based on the following schedule:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 x

 	
 Years of Service

 	
  

 	
      Vesting %

 	
  

 
	
  

 	
  

 	
 0

 	
  

 	
 100%

 	
 (insert ‘100’ if there is immediate vesting)

 
	
  

 	
  

 	
 1

 	
  

 	
            

 	
  

 
	
  

 	
  

 	
 2

 	
  

 	
            

 	
  

 
	
  

 	
  

 	
 3

 	
  

 	
            

 	
  

 
	
  

 	
  

 	
 4

 	
  

 	
            

 	
  

 
	
  

 	
  

 	
 5

 	
  

 	
            

 	
  

 
	
  

 	
  

 	
 6

 	
  

 	
            

 	
  

 
	
  

 	
  

 	
 7

 	
  

 	
            

 	
  

 
	
  

 	
  

 	
 8

 	
  

 	
            

 	
  

 
	
  

 	
  

 	
 9

 	
  

 	
            

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Other:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 x

 	
 Class year vesting applies.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Not applicable.

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  (c)

 	
 Acceleration of Vesting

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Participant’s vested interest in his Account will
 automatically be 100% upon the occurrence of the following events: [select
 the ones that are applicable]:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 o

 	
 Death

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 o

 	
 Disability

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 o

 	
 Change in Control

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 o

 	
 Eligibility for Retirement

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 o

 	
 Other:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 x

 	
 Not applicable.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  (d) 

 	
 Years of Service

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 A Participant’s Years of Service shall include all service
 performed for the Employer and

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Shall

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Shall Not

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 include service performed for the Related Employer.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Years of Service shall also include service performed for
 the following entities:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 Years of Service shall be determined in accordance with
 (select one)

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 o

 	
 The elapsed time method in Treas. Reg. Sec. 1.410(a)-7

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 o

 	
 The general method in DOL Reg. Sec. 2530.200b-1 through
 b-4

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 o

 	
 The Participant’s Years of Service credited under 
[insert
 name of plan] ______________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (D)

 	
 o

 	
 Other:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 x

 	
 Not applicable.

 	
  

 












	
  

 	
  

 	
  

 	
  

 
	
 8.01

 	
 UNFORESEEABLE EMERGENCY

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 A withdrawal due to an Unforeseeable Emergency as defined
 in Section 2.24:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 x

 	
 Will

 
	
  

 	
  

 	
 o

 	
 Will Not [if Unforeseeable Emergency withdrawals are not
 permitted, proceed to Section 9.01]

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 be allowed.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Upon a withdrawal due to an Unforeseeable Emergency, a
 Participant’s deferral election for the remainder of the Plan Year:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 x

 	
 Will

 
	
  

 	
  

 	
 o

 	
 Will Not

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 be cancelled. If cancellation occurs, the Participant may
 resume participation in accordance with Article 4 of the Plan.

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
 9.01

 	
 INVESTMENT DECISIONS

 
	
  

 	
  

 
	
  

 	
 Investment decisions regarding the hypothetical amounts
 credited to a Participant’s Account shall be made by [select one]:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 x

 	
 The Participant or his Beneficiary

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 o

 	
 The Employer

 













	
  

 	
  

 	
  

 
	
 10.01

 	
 TRUST 

 
	
  

 	
  

 
	
  

 	
 The Employer [select one]:

 
	
  

 	
  

 
	
  

 	
 x

 	
 Does

 
	
  

 	
 o

 	
 Does Not

 
	
  

 	
  

 	
  

 
	
 intend to establish a rabbi trust as provided in Article
 11 of the Plan.

 













	
  

 	
  

 	
  

 	
  

 
	
 11.01

 	
 TERMINATION UPON CHANGE IN CONTROL

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The Plan Sponsor

 
	
  

 	
  

 
	
  

 	
 x

 	
 Reserves

 
	
  

 	
 o

 	
 Does Not Reserve

 
	
  

 	
  

 	
  

 
	
  

 	
 the right to terminate the Plan and distribute all vested
 amounts credited to Participant Accounts upon a Change in Control as
 described in Section 9.7.

 
	
  

 	
  

 
	
 11.02

 	
 AUTOMATIC DISTRIBUTION UPON CHANGE IN
 CONTROL

 
	
  

 	
  

 
	
  

 	
 Distribution of the remaining vested balance of each
 Participant’s Account

 
	
  

 	
  

 
	
  

 	
 o

 	
 Shall

 
	
  

 	
 x

 	
 Shall Not

 
	
  

 	
  

 	
  

 
	
  

 	
 automatically be paid as a lump sum payment upon the
 occurrence of a Change in Control as provided in Section 9.7.

 
	
  

 	
  

 
	
 11.03

 	
 CHANGE IN CONTROL

 
	
  

 	
  

 
	
  

 	
 A Change in Control for Plan purposes includes the
 following [select each definition that applies]:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 x

 	
 A change in the ownership of the Employer as described in
 Section 9.7(c) of the Plan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 x

 	
 A change in the effective control of the Employer as
 described in Section 9.7(d) of the Plan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 x

 	
 A change in the ownership of a substantial portion of the
 assets of the Employer as described in Section 9.7(e) of the Plan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 o

 	
 Not Applicable.

 













	
  

 	
  

 
	
 12.01

 	
 GOVERNING STATE LAW

 
	
  

 	
  

 
	
  

 	
 The laws of Delaware shall apply in the
 administration of the Plan to the extent not preempted by ERISA.

 










EXECUTION PAGE


The Plan Sponsor has caused this
Adoption Agreement to be executed this 1st day of April, 2014.


	
  

 	
  

 	
  

 
	
 PLAN SPONSOR:

 	
  

 	
 The Valspar Corporation



 
	
 By:

 	
  

 	
 /s/Vince Opat



 
	
 Title:

 	
  

 	
 Director, Compensation and Benefits



 









APPENDIX A


SPECIAL EFFECTIVE
DATES


The effective date of the plan for a participant’s election
under Sec. 4.01(a)(ii) is April 1, 2014. For all other elections under Sec.4.01
and Employer Contributions under Sec. 5.01, the effective date of the plan is
January 1, 2015.