EX-10.2



 Exhibit 10.2 
 ICF INTERNATIONAL, INC. 
 NONQUALIFIED DEFERRED COMPENSATION PLAN

 (Effective May 1, 2008) 
 (As amended and restated as of January 1, 2012) 







 ICF INTERNATIONAL, INC. 

NONQUALIFIED DEFERRED COMPENSATION PLAN 
 (Effective May 1, 2008) 
 (As amended and restated as of
January 1, 2012) 
 TABLE OF CONTENTS 

 

							
	 Section
	 	 	  	Page	 
	ARTICLE I	  
	DEFINITIONS AND CONSTRUCTION	  
			
	  1.1	 	 Definitions
	  	 	1	  
	  1.2	 	 Construction
	  	 	6	  
	
	ARTICLE II	  
	SELECTION, ENROLLMENT AND ELIGIBILITY	  
			
	  2.1	 	 Selection by the Compensation Committee
	  	 	6	  
	  2.2	 	 Enrollment and Eligibility Requirements; Commence of Participation
	  	 	6	  
	
	ARTICLE III	  
	 DEFERRALS, COMPANY CONTRIBUTION,

VESTING AND WITHHOLDING TAXES
	   

  

			
	  3.1	 	 Deferrals
	  	 	7	  
	  3.2	 	 Timing of Deferral Elections; Effect of Election Form
	  	 	7	  
	  3.3	 	 Withholding and Crediting of Annual Deferral Amounts
	  	 	9	  
	  3.4	 	 Company Contribution Amount
	  	 	9	  
	  3.5	 	 Vesting
	  	 	9	  
	  3.6	 	 Crediting and Debiting of Account Balances
	  	 	10	  
	  3.7	 	 Social Security and Other Taxes
	  	 	11	  
	
	ARTICLE IV	  
	SCHEDULED DISTRIBUTIONS AND UNFORESEEABLE EMERGENCIES	  
			
	  4.1	 	 Scheduled Distributions
	  	 	12	  
	  4.2	 	 Postponing Scheduled Distributions
	  	 	13	  
	  4.3	 	 Other Benefits Take Precedence Over Scheduled Distributions
	  	 	13	  
	  4.4	 	 Unforeseeable Emergencies
	  	 	14	  
	
	ARTICLE V	  
	RETIREMENT BENEFIT	  
			
	  5.1	 	 Retirement Benefit
	  	 	14	  
	  5.2	 	 Payment of Retirement Benefit
	  	 	15	  


  
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	ARTICLE VI	  
	TERMINATION BENEFIT	  
			
	  6.1	 	 Termination Benefit
	  	 	15	  
	  6.2	 	 Payment of Termination Benefit
	  	 	16	  
	
	ARTICLE VII	  
	DISABILITY BENEFIT	  
			
	  7.1	 	 Disability Benefit
	  	 	16	  
	  7.2	 	 Payment of Disability Benefit
	  	 	16	  
	
	ARTICLE VIII	  
	DEATH BENEFIT	  
	  8.1	 	 Death Benefit
	  	 	17	  
	  8.2	 	 Payment of Death Benefit
	  	 	17	  
	
	ARTICLE IX	  
	BENEFICIARY DESIGNATION	  
			
	  9.1	 	 Beneficiary
	  	 	18	  
	  9.2	 	 Beneficiary Designation
	  	 	18	  
	  9.3	 	 Acknowledgement
	  	 	18	  
	  9.4	 	 No Beneficiary Designation
	  	 	18	  
	  9.5	 	 Doubt as to Beneficiary
	  	 	18	  
	  9.6	 	 Discharge of Obligations
	  	 	18	  
	
	ARTICLE X	  
	LEAVE OF ABSENCE	  
			
	10.1	 	 Paid Leave of Absence
	  	 	18	  
	10.2	 	 Unpaid Leave of Absence
	  	 	18	  
	
	ARTICLE XI	  
	TERMINATION AND AMENDMENT OF PLAN	  
			
	11.1	 	 Termination of Plan
	  	 	19	  
	11.2	 	 Amendment
	  	 	19	  
	11.3	 	 Plan Agreement
	  	 	19	  
	11.4	 	 Effect of Payment
	  	 	19	  
	
	ARTICLE XII	  
	ADMINISTRATION	  
			
	12.1	 	 Duties of the Committee
	  	 	20	  
	12.2	 	 Administration Upon Change In Control
	  	 	20	  
	12.3	 	 Agents
	  	 	20	  
	12.4	 	 Binding Effect of Decisions
	  	 	20	  
	12.5	 	 Indemnity of Committee
	  	 	20	  
	12.6	 	 Employer Information
	  	 	21	  


  
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	ARTICLE XIII	  
	OTHER BENEFITS AND AGREEMENTS	  
			
	13.1	 	 Coordination with Other Benefits
	  	 	21	  
	13.2	 	 Compliance with Code Section 409A
	  	 	21	  
	
	ARTICLE XIV	  
	CLAIMS PROCEDURES	  
			
	14.1	 	 Maintenance of Claims Procedures
	  	 	21	  
	14.2	 	 Disputes and Resolutions
	  	 	21	  
	
	ARTICLE XV	  
	TRUST	  
			
	15.1	 	 Establishment of the Trust
	  	 	22	  
	15.2	 	 Interrelationship of the Plan and the Trust
	  	 	22	  
	15.3	 	 Distributions From the Trust
	  	 	22	  
	
	ARTICLE XVI	  
	MISCELLANEOUS	  
			
	16.1	 	 Status of Plan
	  	 	22	  
	16.2	 	 Unsecured General Creditor
	  	 	22	  
	16.3	 	 Employer’s Liability
	  	 	22	  
	16.4	 	 Nonassignability
	  	 	22	  
	16.5	 	 Not a Contract of Employment
	  	 	23	  
	16.6	 	 Furnishing Information
	  	 	23	  
	16.7	 	 Terms
	  	 	23	  
	16.8	 	 Captions
	  	 	23	  
	16.9	 	 Governing Law
	  	 	23	  
	16.10	 	 Notice
	  	 	23	  
	16.11	 	 Successors
	  	 	24	  
	16.12	 	 Spouse’s Interest
	  	 	24	  
	16.13	 	 Validity
	  	 	24	  
	16.14	 	 Incompetency
	  	 	24	  
	16.15	 	 Domestic Relations Orders
	  	 	24	  
	16.16	 	 Tax Treatment
	  	 	24	  
	16.17	 	 Deduction Limitation on Benefit Payments
	  	 	24	  
		
	Appendix A	  	 	A-1	  


  
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 ICF INTERNATIONAL, INC. 

NONQUALIFIED DEFERRED COMPENSATION PLAN 
 (Effective May 1, 2008) 
 (As amended and restated as of
January 1, 2012) 
 Preamble 
 The ICF International, Inc. Nonqualified Deferred Compensation Plan (the “Plan”) is hereby established, effective May 1, 2008, by ICF International, Inc. (the “Company”) in order
to provide certain benefits to a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of the Company and its subsidiaries. The Plan shall be unfunded
for tax purposes and for purposes of Title I of ERISA. 
 The Plan is intended to comply with all applicable law, including
Section 409A of the Code (as defined below) and shall be operated and interpreted in accordance with such intention. Moreover, in order to comply with the requirements of said Section 409A, certain transition relief provided under Notice
2007-86, as described more fully in Appendix A of the Plan, may be provided to Participants. 
 ARTICLE I 

DEFINITIONS AND CONSTRUCTION 
  

	1.1	Definitions. 

 For
the purposes of the Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings: 
  

	 	(1)	“Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual
Accounts. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to the Plan.


  

	 	(2)	“Annual Account” shall mean, with respect to a Participant for a Plan Year, an entry on the records of the Employer equal to (a) the sum of the
Participant’s Annual Deferral Amount and Company Contribution Amount for such Plan Year, plus (b) amounts credited or debited to such amounts in accordance with the applicable provisions of the Plan, less (c) all distributions made to
the Participant or his or her Beneficiary in accordance with the applicable provisions of the Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device
for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary. 

  

	 	(3)	“Annual Deferral Amount” shall mean the portion of a Participant’s Base Salary, Bonus and Commissions that a Participant defers in accordance with
Article III for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year. 


  

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	 	(4)	“Annual Installment Method” shall mean the method used to determine the amount of each payment due to a Participant who has elected to receive a
benefit over a period of years in accordance with the applicable provisions of the Plan. The amount of each annual payment due to the Participant shall be calculated by multiplying the balance of the Participant’s benefit by a fraction, the
numerator of which is one and the denominator of which is the remaining number of annual payments due the Participant. The amount of the first annual payment shall be determined as of the close of business on the Participant’s Benefit
Distribution Date, (or, in the event such Benefit Distribution Date is not a business day, the first annual payment shall be valued as of the close of business of the next business day immediately following such Benefit Distribution Date), and the
amount of each subsequent annual payment shall be calculated as of each anniversary of such Benefit Distribution Date. For purposes of the Plan, the right to receive a benefit payment in annual installments shall be treated as the entitlement to a
single payment. 

  

	 	(5)	“Base Salary” shall mean the annual cash compensation relating to services performed during any Plan Year and designated as “base salary” by
the Employer, excluding, however, distributions from nonqualified deferred compensation plans, bonuses, commissions, overtime, fringe benefits, income from equity incentive plans (including stock options, restricted stock, stock appreciation rights,
and stock bonuses), relocation reimbursements, non-cash incentive payments, and non-monetary awards, as well as automobile and other allowances (whether or not such allowances are included in the Employee’s gross income) paid to a Participant
for employment services rendered. Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by or on behalf of the Participant pursuant to all qualified or nonqualified plans of the Employer and shall
include amounts not otherwise included in the Participant’s gross income due to deferrals under Code Sections 125, 402(e)(3), 402(h), or 403(b) to plans established by an Employer; provided, however, that all such amounts shall be included in
such compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee. 

  

	 	(6)	“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article IX, as entitled to receive
benefits under the Plan upon the death of a Participant. 

  

	 	(7)	“Beneficiary Designation Form” shall mean the form specified from time to time by the Committee for a Participant to complete and return to the
Committee in order to designate one or more Beneficiaries. 

  

	 	(8)	“Benefit Distribution Date” shall mean the date upon which all or an objectively determinable portion of a Participant’s vested benefits will
become eligible for distribution under the Plan. Except as otherwise provided in the Plan, a Participant’s Benefit Distribution Date shall be determined based on the earliest to occur of an event or scheduled date set forth in Articles IV
through VIII, as applicable. 


  

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	 	(9)	“Board” shall mean the board of directors of the Company. 


 

	 	(10)	“Bonus” shall mean, for any particular Plan Year, the amount of any cash compensation, in addition to Base Salary and Commissions, earned by a
Participant under any Employer’s annual cash bonus and cash incentive plans. 

  

	 	(11)	“Change in Control” shall mean the occurrence of a “change in the ownership,” a “change in the effective control” or a “change
in the ownership of a substantial portion of the assets” of the Company that is a “change in control” under Code Section 409A. 

  

	 	(12)	“Code” shall mean the Internal Revenue Code of 1986 as well as applicable Treasury regulations and guidance, as may be amended from time to time.


  

	 	(13)	“Commissions” shall mean the cash commissions earned by a Participant during a Plan Year, as determined in accordance with Code Section 409A.


  

	 	(14)	“Committee” shall mean the committee described in Article XII. 


 

	 	(15)	“Company” shall mean ICF International, Inc., a Delaware corporation, and any successor to all or substantially all of the Company’s assets or
business. 

  

	 	(16)	“Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.4. 


 

	 	(17)	“Compensation Committee” shall mean the Compensation Committee of the Board. 


 

	 	(18)	“Disability” or “Disabled” shall mean that a Participant is: (i) determined to be disabled by the Social Security Administration;
or (ii) determined to be disabled for purposes of the group disability program maintained by the Employer, provided that the definition of disability under such program means that the Participant is (a) unable to engage in any substantial
gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than 12 months, or (b) receiving income replacement benefits for a
period of not less than three months under an accident and health plan of the Employer by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than
12 months. 

  

	 	(19)	“Early Retirement Age” shall mean the age at which a Participant completes 10 years of service; provided, however, that such age shall not be less than
55. 

  

	 	(20)	“Election Form” shall mean the form which may be in electronic format or other form specified from time to time by the Committee for a Participant to
complete and return to the Committee in order to make an election under the Plan. 

  

	 	(21)	“Employee” shall mean a person who is a full-time, common law employee of an Employer. 


  

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	 	(22)	“Employer” shall be defined as follows: 

  

	 	a)	Except as otherwise provided in paragraph (b) of this Paragraph (22), the term “Employer” shall mean the Company and/or any of its subsidiaries (now in
existence or hereafter formed or acquired) that are set forth on a listing of participating subsidiaries with respect to the Plan as adopted by the Compensation Committee from time to time. 


 

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


 

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

  

	 	ii)	All other entities with which the entity described above would be aggregated and treated as a single employer under Code Section 414(b) and Code
Section 414(c), as applicable. In order to identify the group of entities described in the preceding sentence, the Committee shall use an ownership threshold of at least 50% as a substitute for the 80% minimum ownership threshold that appears
in, and otherwise must be used when applying, the applicable provisions of (A) Code Section 1563 for determining a controlled group of corporations under Code Section 414(b), and (B) Treas. Reg. §1.414(c)-2 for determining
the trades or businesses that are under common control under Code Section 414(c). 

  

	 	(23)	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time. 


 

	 	(24)	“Normal Retirement Age” shall mean age 65. 

  

	 	(25)	“Participant” shall mean any Employee (a) who is selected to participate in the Plan, (b) whose executed Plan Agreement, Election Form and
Beneficiary Designation Form are accepted by the Committee, and (c) whose Account Balance has not been completely distributed. 

  

	 	(26)	“Performance-Based Compensation” shall mean compensation the entitlement to, or amount of, which is contingent on the satisfaction of pre-established
organizational or individual performance criteria relating to a performance period of at least 12 consecutive months, as determined by the Compensation Committee but which meets the definition of performance-based compensation under Code
Section 409A. 

  

	 	(27)	“Plan” shall mean the ICF International, Inc. Nonqualified Deferred Compensation Plan, which shall be evidenced by this instrument, as it may be
amended from time to time, and by any other documents that together with this instrument define a Participant’s rights to amounts credited to his or her Account Balance. 


 

	 	(28)	 “Plan Agreement” shall mean a written agreement in the form prescribed by or acceptable to the Committee that evidences a
Participant’s agreement to the terms of the Plan and which may establish additional terms or conditions of Plan 



  

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participation for a Participant. Unless otherwise determined by the Committee, the most recent Plan Agreement accepted with respect to a Participant shall supersede any prior Plan Agreements for
such Participant. Plan Agreements may vary among Participants and may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan. 


 

	 	(29)	“Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.
Notwithstanding the foregoing, in the case of the first year in which the Plan is in effect, the term “Plan Year” shall mean the period beginning May 1, 2008 and ending on December 31, 2008. 


 

	 	(30)	“Retirement,” “Retire(s)” or “Retired” shall mean a Separation from Service by a Participant on or after such
Participant’s Early Retirement Age or Normal Retirement Age, as the case may be. 

  

	 	(31)	“Separation from Service” shall mean a termination of services provided by a Participant to the Employer, whether voluntarily or involuntarily, other
than by reason of death or Disability, as determined by the Committee in accordance with Code Section 409A. 

  

	 	(32)	“Specified Employee” shall mean any Participant who is determined to be a “key employee” (as defined under Code Section 416(i) without
regard to paragraph (5) thereof) for the applicable period, as determined annually by the Committee in accordance with the provisions of Code Section 409A. In determining whether a Participant is a Specified Employee, the following
provisions shall apply: 

  

	 	a)	 The Committee’s identification of the individuals who fall within the definition of “key employee” under Code Section 416(i)
(without regard to paragraph (5) thereof) shall be based upon the 12-month period ending on each
December 31st (referred to below as the
“identification date”). In applying the applicable provisions of Code Section 416(i) to identify such individuals, “compensation” shall be determined in accordance with Treas. Reg. §1.415(c)-2(a) without regard to
(i) any safe harbor provided in Treas. Reg. §1.415(c)-2(d), (ii) any of the special timing rules provided in Treas. Reg. §1.415(c)-2(e), and (iii) any of the special rules provided in Treas. Reg. §1.415(c)-2(g); and



  

	 	b)	 Each Participant who is among the individuals identified as a “key employee” in accordance with part (a) of this Paragraph
(32) shall be treated as a Specified Employee for purposes of the Plan if such Participant experiences a Separation from Service during the 12-month period that begins on the
April 1st following the applicable identification
date. 


  

	 	(33)	“Trust” shall mean one or more trusts that may be established by the Company in accordance with Article XV. 


  

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	 	(34)	“Unforeseeable Emergency” shall mean a severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant,
the Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a loss of the Participant’s
property due to casualty, or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee based on the
relevant facts and circumstances in accordance with the provisions of Code Section 409A. 

  

	 	(35)	“Years of Service” shall mean the total number of full years in which a Participant has been employed by one or more Employers, as determined by
the Committee. For purposes of this definition, a year of employment shall be a 365-day period (or 366-day period in the case of a leap year) that, for the first year of employment, commences on the Employee’s date of hire and that, for any
subsequent year, commences on an anniversary of such hire date. A partial year of employment shall not be treated as a Year of Service. Any period of time after a Participant’s employment with all Employers has terminated shall not be counted
toward Years of Service, notwithstanding any determination that the Participant has not incurred a Separation from Service. 

  

	1.2	Construction. Where necessary or appropriate to the meaning herein, the singular shall be deemed to include the plural and the masculine pronoun to
include the feminine. 

 ARTICLE II 
 SELECTION, ENROLLMENT AND ELIGIBILITY 
  

	2.1	Selection by the Compensation Committee. Participation in the Plan shall be limited to a select group of management or highly compensated Employees,
selected by the Compensation Committee or the Board. 

  

	2.2	Enrollment and Eligibility Requirements; Commencement of Participation. 


 

	 	(a)	As a condition to participation, each selected Employee shall agree to be bound by the terms of the Plan and shall complete and return to the Committee, a Plan
Agreement, an Election Form and a Beneficiary Designation Form by the deadline(s) established by the Committee in accordance with the applicable provisions of the Plan. In addition, the Committee shall establish from time to time such other
enrollment requirements as it determines, in its sole discretion, are necessary. 

  

	 	(b)	Each selected Employee who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Committee determines that the Employee
has met all enrollment requirements set forth in the Plan and required by the Committee, including returning all required documents to the Committee within the specified time period; provided, however, that such participation shall be subject to any
applicable provisions of Code Section 409A. 

  

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


  

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 ARTICLE III 
 DEFERRALS, COMPANY CONTRIBUTION AMOUNTS, 
 VESTING AND
WITHHOLDING TAXES 
  

	3.1	Deferrals.  

  

	 	(a)	Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, a percentage of his or her Base
Salary, Bonus and/or Commissions up to the following maximum percentages for each deferral elected: 

  

						
	 Deferral
	  	Maximum Percentage Allowed
	 Base Salary
	  	80%
	 Bonus
	  	100%
	 Commissions
	  	100%

 In the event that an election is made for less than 1% or if no election is made for a particular type
of deferral, the amount deferred shall be 0%. If an election is made for more than the stated maximum percentage, the amount deferred shall be the stated maximum percentage. 

 

	 	(b)	Short Plan Year. Notwithstanding the foregoing, in the case of (i) the first Plan Year in which the Plan is in effect or (ii) an individual
first becoming a Participant after the first day of a Plan Year, then to the extent required by Section 3.2 and Code Section 409A, the maximum amount of the Participant’s Base Salary, Bonus or Commissions that may be deferred by the
Participant for the Plan Year shall be determined by applying the percentages set forth in Section 3.1(a) to the portion of such compensation attributable to services performed after the date that the Participant’s deferral election is
made and submitted to the Committee. 

  

	3.2	Timing of Deferral Elections; Effect of Election Form. 

  

	 	(a)	 General Timing Rule for Deferral Elections. Except as otherwise provided in this Section 3.2, in order for a Participant to make a
valid election to defer Base Salary, Bonus and/or Commissions, the Participant must submit an Election Form on or before the deadline established by the Committee, which in no event shall be later than the December 31st preceding the Plan Year in which such compensation will be earned.
Any deferral election made in accordance with this Section 3.2(a) shall be irrevocable as of such
December 31st; provided, however, that if the
Committee permits or requires Participants to make a deferral election by the deadline described above for an amount that qualifies as Performance-Based Compensation, the Committee may permit a Participant to subsequently change his or her deferral
election for such compensation by submitting a new Election Form in accordance with Section 3.2(c) below. 



  

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	 	(b)	 Timing of Deferral Elections for Newly Eligible Plan Participants. A selected Employee who first becomes eligible to participate in the
Plan on or after the beginning of a Plan Year, as determined in accordance with Code Section 409A and the “plan aggregation” rules provided in Code Section 409A, may be permitted to make an election to defer the portion of his or
her Base Salary, Bonus and/or Commissions attributable to services to be performed after such election; provided that the Participant submits an Election Form on or before the deadline established by the Committee, which in no event shall be later
than 30 days after the Participant first becomes eligible to participate in the Plan. If a deferral election made in accordance with this Section 3.2(b) relates to compensation earned based upon a specified performance period, the amount
eligible for deferral shall be equal to (i) the total amount of compensation for the performance period, multiplied by (ii) a fraction, the numerator of which is the number of days remaining in the service period after the
Participant’s deferral election is made, and the denominator of which is the total number of days in the performance period. Any deferral election made in accordance with this Section 3.2(b) shall become irrevocable no later than the
30th day after the date the selected Employee becomes
eligible to participate in the Plan. 


  

	 	(c)	Timing of Deferral Elections for Performance-Based Compensation. Subject to the limitations described below, the Committee may determine that an
irrevocable deferral election for an amount that qualifies as Performance-Based Compensation may be made by submitting an Election Form on or before the deadline established by the Committee, which in no event shall be later than 6 months before the
end of the performance period. In order for a Participant to be eligible to make a deferral election for Performance-Based Compensation in accordance with the deadline established pursuant to this Section 3.2(c), the Participant must have
performed services continuously from the later of (i) the beginning of the performance period for such compensation, or (ii) the date upon which the performance criteria for such compensation are established, through the date upon which
the Participant makes the deferral election for such compensation. In no event shall a deferral election submitted under this Section 3.2(c) be permitted to apply to any amount of Performance-Based Compensation that has become readily
ascertainable. 

  

	 	(d)	 Timing Rule for Deferral of Compensation Subject to Risk of Forfeiture. With respect to compensation (i) to which a Participant has
a legally binding right to payment in a subsequent year, and (ii) that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally
binding right, the Committee may determine that an irrevocable deferral election for such compensation may be made by timely delivering an Election Form to the Committee in accordance with its rules and procedures, no later than the 30th day after the Participant obtains the legally binding right to the
compensation; provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse, as determined in accordance with Code Section 409A. Any deferral election(s) made in accordance
with this Section 3.2(d) shall become irrevocable no later than the 30th day after the Participant obtains the legally binding right to the compensation subject to such deferral election(s). 



  

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	3.3	Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the Base Salary portion of an Annual Deferral Amount shall be withheld from each
regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Bonus and/or Commissions portion of an Annual Deferral Amount shall be withheld at the time the Bonus or
Commissions are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to the Participant’s Annual Account for such Plan Year at the time such amounts
would otherwise have been paid to the Participant. 

  

	3.4	Company Contribution Amount. 

  

	 	(a)	For each Plan Year, an Employer may be required to credit amounts to a Participant’s Annual Account in accordance with employment or other agreements entered into
between the Participant and the Employer, which amounts shall be part of the Participant’s Company Contribution Amount for such Plan Year. Such amounts shall be credited to the Participant’s Annual Account for the applicable Plan Year on
the date or dates prescribed by such agreements. Notwithstanding the foregoing, such amounts shall only be credited under the Plan if such crediting will not cause the Plan to fail to comply with Code Section 409A. 


 

	 	(b)	For each Plan Year, an Employer, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Annual Account under the
Plan, which amount shall be part of the Participant’s Company Contribution Amount for such Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to
any Participant for a Plan Year may be zero, even though one or more other Participants receive a Company Contribution Amount for that Plan Year. The Company Contribution Amount described in this Section 3.4(b), if any, shall be credited to the
Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by the Committee. 

  

	 	(c)	If not otherwise specified in the Participant’s employment or other agreement entered into between the Participant and the Employer, the amount (or the method or
formula for determining the amount) of a Participant’s Company Contribution Amount shall be set forth in writing in one or more documents, which shall be deemed to be incorporated into the Plan in accordance with Paragraph (27) of
Section 1.1, no later than the date on which such Company Contribution Amount is credited to the applicable Annual Account of the Participant. 

  

	3.5	Vesting. 

  

	 	(a)	A Participant shall at all times be 100% vested in the portion of his or her Account Balance attributable to Annual Deferral Amounts, plus amounts credited or debited
on such amounts pursuant to Section 3.6. 


  

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	 	(b)	A Participant shall be vested in the portion of his or her Account Balance attributable to any Company Contribution Amounts, plus amounts credited or debited on such
amounts pursuant to Section 3.6, in accordance with the vesting schedule(s) set forth in his or her Plan Agreement, employment agreement or any other agreement entered into between the Participant and his or her Employer. If not addressed in
such agreements, a Participant shall vest in each Company Contribution Amount, plus amounts credited or debited on such amounts pursuant to Section 3.6, on the anniversary of the date on which such Company Contribution Amount was credited to
the Participant’s Account Balance, in accordance with the following schedule; provided, however, that the Participant must be in the service of an Employer as an Employee on such anniversary to receive vesting credit: 


 

						
	 Time Elapsed Following Crediting of

Company Contribution Amount
	  	Vested Percentage
	 Less than 1 year
	  	0%
	 1 year or more, but less than 2 years
	  	33%
	 2 years or more, but less than 3 years
	  	67%
	 3 years or more
	  	100%

 A new vesting schedule shall apply to each Company Contribution Amount credited to the
Participant’s Account Balance. 
  

	 	(c)	Notwithstanding anything to the contrary contained in this Section 3.5, in the event of a Participant’s Disability, death prior to Separation from Service,
attainment of Normal Retirement Age, or a Separation from Service due to termination of employment by the Employer within one year following a Change in Control, any amounts that are not vested in accordance with Section 3.5(b) above, shall
immediately become 100% vested.  

  

	3.6	Crediting and Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the
Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Account Balance in accordance with the following provisions: 


 

	 	(a)	Measurement Funds. The Participant may elect one or more of the measurement funds selected by the Committee, in its sole discretion, which are based on
certain mutual funds (the “Measurement Funds”), for the purpose of crediting or debiting additional amounts to his or her Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a
Measurement Fund. Each such action shall take effect as of the first day of the first calendar quarter that begins at least 30 days after the day on which the Committee gives Participants advance written notice of such change.


  

	 	(b)	 Election of Measurement Funds. A Participant, in connection with his or her initial deferral election in accordance with Section 3.2
above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.6(a) above) to be used to determine the value of his Account Balance. If a Participant does not elect any of the Measurement Funds as described
in the previous sentence, the Participant’s Account Balance shall automatically be allocated into 



  

- 10 - 









	 	
the lowest-risk Measurement Fund as of such allocation date, as determined by the Committee, in its sole discretion. The Participant may (but is not required to) elect, in the manner prescribed
by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the value of his or her Account Balance, and/or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement
Fund. If an election is made in accordance with the previous sentence, it shall apply as of the first business day deemed reasonably practicable by the Committee, in its sole discretion, and shall continue thereafter, unless changed in accordance
with the previous sentence, so long as the Participant has an Account Balance under the Plan. Notwithstanding the foregoing, the Committee, in its sole discretion, may impose limitations on the frequency with which one or more of the Measurement
Funds elected in accordance with this Section 3.6(b) may be added or deleted by such Participant; furthermore, the Committee, in its sole discretion, may impose limitations on the frequency with which the Participant may change the portion of
his or her Account Balance allocated to each previously or newly elected Measurement Fund. 

  

	 	(c)	Proportionate Allocation. In making any election described in Section 3.6(b) above, the Participant shall specify on the Election Form, in increments
of one percent (1%), the percentage of his or her Account Balance or Measurement Fund, as applicable, to be allocated/reallocated. 

  

	 	(d)	Crediting or Debiting Method. The performance of each Measurement Fund (either positive or negative) shall be determined on a daily basis based on the
manner in which such Participant’s Account Balance has been hypothetically allocated among the Measurement Funds by the Participant pursuant to Section 3.6(a). 


 

	 	(e)	No Actual Investment. Notwithstanding any other provision of the Plan that may be interpreted to the contrary, the Measurement Funds shall be used for
measurement purposes only. Elections of any such Measurement Fund by Participants, and the crediting or debiting of such amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an actual investment of
his or her Account Balance in any such Measurement Fund. In the event that the Company, in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant shall have any rights in
or to such investments themselves. Without limiting the foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company. Participants
shall at all times remain unsecured creditors of the Company. 

  

	3.7	Social Security and Other Taxes. 

  

	 	(a)	 Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the
Participant’s Employer shall withhold from that portion of the Participant’s Base Salary, Bonus and/or 



  

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Commissions that is not being deferred, in a manner determined solely by the Employer, the Participant’s share of social security and other required taxes on such Annual Deferral Amount. If
necessary, the Committee may reduce, in accordance with Code Section 409A, the Annual Deferral Account in order to comply with this Section 3.7. 

  


	 	(b)	Company Contribution Amounts. When a Participant becomes vested in a portion of his or her Account Balance attributable to any Company Contribution
Amounts, the Participant’s Employer shall withhold from that portion of the Participant’s Base Salary, Bonus and/or Commissions that is not deferred, in a manner determined solely by the Employer, the Participant’s share of social
security and other required taxes on such amounts. If necessary, the Committee may reduce, in accordance with Code Section 409A, the vested portion of the Participant’s Company Contribution Account in order to comply with this
Section 3.7. 

  

	 	(c)	Distributions. The Participant’s Employer shall withhold from any payments made to a Participant under the Plan all federal, state and local income,
employment and other taxes required to be withheld by the Employer in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer. 


ARTICLE IV 

SCHEDULED DISTRIBUTIONS AND UNFORESEEABLE EMERGENCIES  

 

	4.1	Scheduled Distributions. In connection with each election to defer an Annual Deferral Amount, a Participant may elect to receive all or a portion of such
Annual Deferral Amount, plus amounts credited or debited on that amount pursuant to Section 3.6, valued as of the close of business on the Benefit Distribution Date designated by the Participant in accordance with this Section 4.1 (a
“Scheduled Distribution”) or, in the event such Benefit Distribution Date is not a business day, the Scheduled Distribution shall be valued as of the close of business of the next business day immediately following such Benefit
Distribution Date. A Participant’s Scheduled Distribution commencement date with respect to deferrals of compensation for a given Plan Year shall be no earlier than two (2) years from the last day of the Plan Year in which the deferrals
are credited to the Participant’s Account. The Participant may elect on an Election Form approved by the Committee to receive the Scheduled Distribution in a single lump sum or substantially equal annual installments over a period of from two
(2) to five (5) years. A Participant may delay and change the form of a Scheduled Distribution, provided that such extension complies with the requirements of Section 4.2. The Benefit Distribution Date(s) for the amount subject to a
Scheduled Distribution election shall be the first day of each Plan Year designated by the Participant. 

 Subject
to the other terms and conditions of the Plan, each Scheduled Distribution elected shall be paid out within the 60-day period commencing immediately after the Benefit Distribution Date. By way of example, if a Scheduled Distribution is elected for
Annual Deferral Amounts that are earned in the Plan Year commencing January 1, 2012, the 

  

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earliest Benefit Distribution Date that may be designated by a Participant would be January 2, 2015, and the Scheduled Distribution (or the first installment thereof if the Participant
elected installment payments) would be paid out within the 60-day period commencing immediately after such Benefit Distribution Date. 
  

	4.2	Postponing Scheduled Distributions. A Participant may elect to postpone a Scheduled Distribution described in Section 4.1 above, and have such amount
paid out within the 60-day period commencing immediately after an allowable alternative Benefit Distribution Date designated in accordance with this Section 4.2. In order to make such an election, the Participant must submit an Election Form to
the Committee in accordance with the following criteria: 

  

	 	(a)	The election of the new Benefit Distribution Date shall have no effect until at least 12 months after the date on which the election is made; 


 

	 	(b)	The new Benefit Distribution Date selected by the Participant for such Scheduled Distribution must be the first day of a Plan Year that is no sooner than five years
after the previously designated Benefit Distribution Date; and 

  

	 	(c)	The election must be made at least 12 months prior to the Participant’s previously designated Benefit Distribution Date for such Scheduled Distribution.


 For purposes of applying the provisions of this Section 4.2, a Participant’s election to postpone a
Scheduled Distribution shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Participant’s previously
designated Benefit Distribution Date for such Scheduled Distribution. 
  

	4.3	Other Benefits Take Precedence Over Scheduled Distributions. In the event that an event occurs prior to any Benefit Distribution Date designated for a
Scheduled Distribution that would trigger a benefit under Articles V through VIII, as applicable, all amounts subject to a Scheduled Distribution election shall be paid in accordance with the other applicable provisions of the Plan and not in
accordance with this Article IV. 


  

- 13 - 









	4.4	Unforeseeable Emergencies. 

  

	 	(a)	Upon the written request of a Participant and the showing of an Unforeseeable Emergency prior to the occurrence of a distribution event described in Articles V through
VIII, as applicable, the Committee may, upon determining that such an emergency exists, cause an amount of such Participant’s Account Balance to be paid to him. Such amount shall not exceed the lesser of (i) the Participant’s vested
Account Balance, calculated as of the close of business on the Benefit Distribution Date for such distribution, as determined by the Committee in accordance with provisions set forth below, or (ii) the amount necessary to satisfy the
Unforeseeable Emergency (plus amounts necessary to pay federal, state, or local income taxes or penalties reasonably anticipated as a result of the distribution) after taking into account the extent to which the Unforeseeable Emergency is or may be
relieved (A) through reimbursement or compensation by insurance or otherwise, (B) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or
(C) by cessation of deferrals under the Plan. 

 If the Committee, in its sole discretion, approves a
Participant’s request for a distribution under the Plan due to Unforeseeable Emergency, the Participant’s Benefit Distribution Date shall be the date on which such Committee approval occurs and such distribution shall be made to the
Participant in a lump sum no later than 60 days after such Benefit Distribution Date; provided, however, that if the 60-day period begins in one taxable year and ends in another, the Participant shall not have a right to designate the taxable year
of payment. In addition, in the event of such approval, the Participant’s outstanding deferral elections under the Plan shall be cancelled. 
  

	 	(b)	A Participant’s deferral elections under the Plan shall also be cancelled to the extent the Committee determines that such action is required for the Participant
to obtain a hardship distribution from an Employer’s 401(k) plan pursuant to Code Section 401(k). 


ARTICLE V 

RETIREMENT BENEFIT 
  

	5.1	 Retirement Benefit. If a Participant experiences a Separation from Service that qualifies as a Retirement, the Participant shall be
eligible to receive his or her vested Account Balance in either a lump sum or annual installment payments, as elected by the Participant in accordance with Section 5.2 (the “Retirement Benefit”). A Participant’s Retirement
Benefit shall be valued as of the close of business on the applicable Benefit Distribution Date for such benefit (or, in the event such Benefit Distribution Date is not a business day, the Retirement Benefit shall be valued as of the close of
business of the next business day immediately following such Benefit Distribution Date), which shall be (i) the first day after the end of the 6-month period immediately following the date on which the Participant experiences such Separation
from Service, if the Participant is a Specified Employee, and (ii) for all other Participants, the date on which the Participant 



  

- 14 - 









	 	
experiences a Separation from Service; provided, however, that if a Participant changes the form of distribution for one or more Annual Accounts in accordance with Section 5.2(b), the
Benefit Distribution Date for such Annual Accounts subject to such change shall be determined in accordance with Section 5.2(b). 

  

	5.2	Payment of Retirement Benefit. 

  

	 	(a)	In connection with a Participant’s election to defer an Annual Deferral Amount, the Participant shall elect the form in which his or her Annual Account for such
Plan Year will be paid. The Participant may elect to receive each Annual Account in the form of a lump sum or an Annual Installment Method of between two (2) and fifteen (15) years. If a Participant does not make any election with respect
to the payment of an Annual Account, then the Participant shall be deemed to have elected to receive such Annual Account as a lump sum. 

  

	 	(b)	A Participant may change the form of payment for an Annual Account by submitting an Election Form to the Committee in accordance with the following criteria:


  

	 	(i)	The election shall not take effect until at least 12 months after the date on which the election is made; 


 

	 	(ii)	The new Benefit Distribution Date for such Annual Account shall be five years after the Benefit Distribution Date that would otherwise have been applicable to such
Annual Account; and 

  

	 	(iii)	The election must be made at least 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to such Annual Account.


 For purposes of applying the provisions of this Section 5.2(b), a Participant’s election to change
the form of payment for an Annual Account shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Benefit
Distribution Date that would otherwise have been applicable to such Annual Account. Subject to the requirements of this Section 5.2(b), the Election Form most recently accepted by the Committee that has become effective for an Annual Account
shall govern the form of payout of such Annual Account. 
  

	 	(c)	The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the applicable Benefit Distribution Date. Remaining
installments, if any, shall continue in accordance with the Participant’s election for each Annual Account and shall be paid no later than 60 days after each anniversary of the Benefit Distribution Date; provided, however, that if the 60-day
period begins in one taxable year and ends in another, the Participant shall not have a right to designate the taxable year of payment. 


  

- 15 - 








 ARTICLE VI 
 TERMINATION BENEFIT 
  

	6.1	Termination Benefit. If a Participant experiences a Separation from Service that does not qualify as a Retirement, the Participant shall receive
his or her vested Account Balance in the form of a lump sum payment (a “Termination Benefit”). A Participant’s Termination Benefit shall be valued as of the close of business on the Benefit Distribution Date for such benefit (or, in
the event such Benefit Distribution Date is not a business day, the Retirement Benefit shall be valued as of the close of business of the next business day immediately following such Benefit Distribution Date), which shall be (i) the first day
after the end of the 6-month period immediately following the date on which the Participant experiences such Separation from Service, if the Participant is a Specified Employee, and (ii) for all other Participants, the date on which the
Participant experiences a Separation from Service. 

  

	6.2	Payment of Termination Benefit. The Termination Benefit of a Participant shall be paid to the Participant no later than 60 days after the
Participant’s Benefit Distribution Date; provided, however, that if the 60-day period begins in one taxable year and ends in another, the Participant shall not have a right to designate the taxable year of payment. 


ARTICLE VII 

DISABILITY BENEFIT 
  

	7.1	Disability Benefit. If a Participant becomes Disabled prior to the occurrence of a distribution event described in Articles V or VI, as applicable, the
Participant shall receive his or her vested Account Balance in either a lump sum or annual installment payments, as elected by the Participant in accordance with Section 7.2(b) (a “Disability Benefit”). The Disability Benefit of a
Participant shall be valued as of the close of business on the Participant’s Benefit Distribution Date for such benefit (or, in the event such Benefit Distribution Date is not a business day, the Retirement Benefit shall be valued as of the
close of business of the next business day immediately following such Benefit Distribution Date), which shall be the date on which the Participant becomes Disabled. 


 

	7.2	Payment of Disability Benefit.  

  

	 	(a)	A Participant, in connection with his or her commencement of participation in the Plan, shall have elected on an Election Form to receive the Disability Benefit in a
lump sum or pursuant to an Annual Installment Method of five or ten years. If a Participant did not make any election with respect to the payment of this Disability Benefit, then such Participant shall be deemed to have elected to receive the
Disability Benefit as a lump sum. 

  

	 	(b)	A Participant may change the form of payment for the Disability Benefit by submitting an Election Form to the Committee in accordance with the following criteria:



  

- 16 - 









	 	(i)	The election shall not take effect until at least 12 months after the date on which the election is made; and 


 

	 	(ii)	The election must be made at least 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Disability Benefit.


 For purposes of applying the requirements of this Section 7.2(b), a Participant’s election to change
the form of payment for the Disability Benefit shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Benefit
Distribution Date that would otherwise have been applicable to the Participant’s Disability Benefit. Subject to the requirements of this Section 7.2(b), the Election Form most recently accepted by the Committee that has become effective
shall govern the form of payout of the Participant’s Disability Benefit. 
  

	 	(c)	The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the Participant’s Benefit Distribution Date and
remaining installments, if any, shall be paid no later than 60 days after the first day of each Plan Year following the Plan Year in which the Participant’s Benefit Distribution Date occurs; provided, however, that if the 60-day period begins
in one taxable year and ends in another, the Participant shall not have a right to designate the taxable year of payment. 

 ARTICLE VIII 
 DEATH BENEFIT 

 

	8.1	Death Benefit. In the event of a Participant’s death prior to the complete distribution of his or her vested Account Balance, the Participant’s
Beneficiary shall receive the Participant’s unpaid vested Account Balance in a lump sum payment (the “Death Benefit”). The Death Benefit shall be valued as of the close of business on the Benefit Distribution Date for such benefit
(or, in the event such Benefit Distribution Date is not a business day, the Retirement Benefit shall be valued as of the close of business of the next business day immediately following such Benefit Distribution Date), which shall be the date of the
Participant’s death. 

  

	8.2	Payment of Death Benefit. Any Death Benefit shall be paid to the Participant’s Beneficiary no later than 60 days after the applicable Benefit
Distribution Date; provided, however, that if the 60-day period begins in one taxable year and ends in another, the Participant’s Beneficiary shall not have a right to designate the taxable year of payment 


ARTICLE IX 

BENEFICIARY DESIGNATION 
  

	9.1	Beneficiary. Each Participant shall have the right, at any time, to designate his or her Beneficiary (both primary as well as contingent) to receive any
benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under the Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant
participates. 


  

- 17 - 









	9.2	Beneficiary Designation. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it
to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures, as
in effect from time to time. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death. 


 

	9.3	Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or
its designated agent. 

  

	9.4	No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above, or if all designated
Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no
surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant’s estate. 


 

	9.5	Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to the Plan, the Committee shall have
the right, exercisable in its discretion, to cause the Participant’s Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction. 


 

	9.6	Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee
from all further obligations under the Plan with respect to the Participant, and the deceased Participant’s Plan Agreement shall terminate upon such full payment of benefits. 


ARTICLE X 

LEAVE OF ABSENCE 
  

	10.1	Paid Leave of Absence. If a Participant is authorized by the Participant’s Employer to take a paid leave of absence from the employment of the
Employer, and such leave of absence does not constitute a Separation from Service, (a) the Participant shall continue to be considered eligible for the benefits provided under the Plan, and (b) the Annual Deferral Amount shall continue to
be withheld during such paid leave of absence in accordance with Section 3.2. 

  

	10.2	 Unpaid Leave of Absence. If a Participant is authorized by the Participant’s Employer to take an unpaid leave of absence from the
employment of the Employer for any reason, and such leave of absence does not constitute a Separation from Service, such Participant shall continue to be eligible for the benefits provided under the Plan. During the unpaid




  

- 18 - 









	 	
leave of absence, the Participant shall not be allowed to make any additional deferral elections. However, if the Participant returns to employment, the Participant may elect to defer an Annual
Deferral Amount for the Plan Year following his or her return to employment and for every Plan Year thereafter while a Participant in the Plan, provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted
by the Committee for each such election in accordance with Section 3.2 above. 

 ARTICLE XI 

TERMINATION AND AMENDMENT OF PLAN 
  

	11.1	Termination of Plan. Although each Employer anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that any
Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer reserves the right to terminate the Plan with respect to all of its Participants. In the event of a Plan termination no new deferral
elections shall be permitted for the affected Participants and such Participants shall no longer be eligible to receive new company contributions. However, after the Plan termination the Account Balances of such Participants shall continue to be
credited with Annual Deferral Amounts attributable to a deferral election that was in effect prior to the Plan termination to the extent deemed necessary to comply with Code Section 409A, and additional amounts shall continue to credited or
debited to such Participants’ Account Balances pursuant to Section 3.6. The Measurement Funds available to Participants following the termination of the Plan shall be comparable in number and type to those Measurement Funds available to
Participants in the Plan Year preceding the Plan Year in which the Plan termination is effective. In addition, following a Plan termination, Participant Account Balances shall remain in the Plan and shall not be distributed until such amounts become
eligible for distribution in accordance with the other applicable provisions of the Plan. Notwithstanding the preceding sentence, to the extent permitted by Code Section 409A, the Employer may provide that upon termination of the Plan,
all Account Balances of the Participants shall be distributed, subject to and in accordance with any rules established by such Employer deemed necessary to comply with the applicable requirements and limitations of Code Section 409A.


  

	11.2	Amendment. Any Employer may, through its board of directors (or equivalent) and at any time, amend or modify the Plan in whole or in part with respect to
that Employer. Notwithstanding the foregoing, (i) no amendment or modification shall be effective to decrease the value of a Participant’s vested Account Balance in existence at the time the amendment or modification is made, and
(ii) no amendment or modification of this Section 11.2 or Section 12.2 of the Plan shall be effective. 

  

	11.3	Plan Agreement. Despite the provisions of Sections 11.1, if a Participant’s Plan Agreement contains benefits or limitations that are not in the
Plan document, the Employer may only amend or terminate such provisions with the written consent of the Participant. 

  

	11.4	Effect of Payment. The full payment of the Participant’s vested Account Balance in accordance with the applicable provisions of the Plan shall
completely discharge all obligations to a Participant and his or her designated Beneficiaries under the Plan, and such Participant’s Plan Agreement shall terminate. 


  

- 19 - 








 ARTICLE XII 
 ADMINISTRATION 
  

	12.1	Duties of the Committee. In general, unless specifically provided otherwise in the Plan or by the Compensation Committee, the Committee shall be the
Retirement Committee, the members of which shall be appointed by the Compensation Committee. Members of the Committee may be Participants under the Plan. The Committee shall have the discretion and authority to: (a) make, amend, interpret, and
enforce all appropriate rules and regulations for the administration of the Plan; and (b) decide or resolve any and all questions, including benefit entitlement determinations and interpretations of the Plan, as may arise in connection with the
Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information
furnished by a Participant or the Company. 

  

	12.2	Administration Upon Change In Control. Within 120 days following a Change in Control, the individuals who comprised the Committee immediately prior to the
Change in Control (whether or not such individuals are members of the Committee following the Change in Control) may, by written consent of the majority of such individuals, appoint an independent third party administrator (the
“Administrator”) to perform any or all of the Committee’s duties described in Section 12.1 above, including without limitation, the power to determine any questions arising in connection with the administration or interpretation
of the Plan, and the power to make benefit entitlement determinations. Upon and after the effective date of such appointment, (a) the Company must pay all reasonable administrative expenses and fees of the Administrator, and (b) the
Administrator may only be terminated with the written consent of the majority of Participants with an Account Balance in the Plan as of the date of such proposed termination. 


 

	12.3	Agents. In the administration of the Plan, the Committee or the Administrator, as applicable, may, from time to time, employ agents and delegate to them
such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel. 

  

	12.4	Binding Effect of Decisions. The decision or action of the Committee or Administrator, as applicable, with respect to any question arising out of or in
connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan. 


 

	12.5	Indemnity of Committee. All Employers shall indemnify and hold harmless the members of the Committee, any Employee to whom the duties of the Committee may
be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to the Plan, except in the case of willful misconduct by the Committee, any of its
members, any such Employee or the Administrator. 


  

- 20 - 









	12.6	Employer Information. To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely
information to the Committee and/or Administrator, as the case may be, on all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the compensation of its Participants, the date
and circumstances of the Separation from Service, Disability or death of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require. 


ARTICLE XIII 
 OTHER BENEFITS AND AGREEMENTS 
  

	13.1	Coordination with Other Benefits. The benefits provided for or with respect to a Participant under the Plan are in addition to any other benefits
available to such Participant under any other plan, program or agreement of or with the Employer of the Participant’s Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided. 

  

	13.2	Compliance with Code Section 409A. Notwithstanding any other provision of the Plan to the contrary, any amounts, including deferrals and Employer
contributions, to be credited under the Plan with respect to a Participant shall only be credited under the Plan if such crediting will not cause the Plan to fail to comply with Code Section 409A. 


ARTICLE XIV 

CLAIMS PROCEDURES 
  

	14.1	Maintenance of Claims Procedures. The Committee shall establish and maintain reasonable procedures governing the filing of benefit claims, notification of
benefit determinations, and appeal of benefit determinations under the Plan (collectively, the “Claims Procedures”) that comply with the requirements of ERISA Section 503 and regulations issued thereunder. Participants shall be
notified of the existence of the Claims Procedures in conjunction with enrollment in the Plan and how to obtain a copy of the Claim Procedures upon request. Compliance with the Claims Procedures is a mandatory prerequisite to any claimant’s
right to commence action under Section 14.2. 

  

	14.2	Disputes and Resolutions. In the event that a claim or dispute is not resolved to the satisfaction of the claimant through the Claims Procedure, such
claimant may, within 60 days of the final decision on review under the Claims Procedure, give written notice to the Committee to have such claim dispute settled by application for arbitration in Fairfax, Virginia in accordance with the rules then
prevailing of The American Arbitration Association pursuant to the Federal Arbitration Act. Such arbitration shall apply to all disputes and claims arising from or relating to the Plan and ERISA, and the arbitrator’s review shall be limited to
a review of the information submitted to the Plan administrator. Judgment upon any award rendered by the arbitrator may be entered in any court of U.S. competent jurisdiction. The cost of any arbitration proceeding shall be shared equally by the
claimant and the Company, unless the arbitrator finds it more equitable for the Company to bear the costs. 


  

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 ARTICLE XV 
 TRUST 
  

	15.1	Establishment of the Trust. In order to provide assets from which to fulfill its obligations to the Participants and their Beneficiaries under the Plan,
the Company may establish a trust pursuant to a trust agreement with a third party, the trustee, to which each Employer may, in its discretion, contribute cash or other property, including securities issued by the Company, to provide for the benefit
payments under the Plan (the “Trust”). 

  

	15.2	Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive
distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry
out its obligations under the Plan. 

  

	15.3	Distributions From the Trust. Each Employer’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the
Trust, and any such distribution shall reduce the Employer’s obligations under the Plan. 

 ARTICLE XVI

 MISCELLANEOUS 
  

	16.1	Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is
maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan is intended
to comply with Code Section 409A. The Plan shall be administered and interpreted to the extent possible in a manner consistent with such intent. 

  

	16.2	Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of an Employer. For purposes of the payment of benefits under the Plan, any and all assets of an Employer shall be, and remain, the general, unpledged unrestricted assets of the Employer. The obligation of an
Employer under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future. 

  

	16.3	Employer’s Liability. The liability of an Employer for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as entered
into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement. 


  

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	16.4	Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and
non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any
other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise. 


 

	16.5	Not a Contract of Employment. The terms and conditions of the Plan shall not be deemed to constitute a contract of employment between any Employer and the
Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in
a written employment agreement. Nothing in the Plan shall be deemed to give a Participant the right to be retained in the service of any Employer, or to interfere with the right of any Employer to discipline or discharge the Participant at any time.


  

	16.6	Furnishing Information. A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the
Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem
necessary. 

  

	16.7	Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so
apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. 


 

	16.8	Captions. The captions of the articles, sections and paragraphs of the Plan are for convenience only and shall not control or affect the meaning or
construction of any of its provisions. 

  

	16.9	Governing Law. Subject to ERISA, the provisions of the Plan shall be construed and interpreted according to the internal laws of the State of Delaware
without regard to its conflicts of laws principles. 

  

	16.10	Notice. Any notice or filing required or permitted to be given to the Committee under the Plan shall be sufficient if in writing and hand-delivered, or
sent by registered or certified mail, to the address below: 

  

	
	Retirement Committee
	ICF International, Inc.
	Attn: Legal Department
	9300 Lee Highway
	Fairfax, Virginia 22031


  

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 Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification. 
 Any notice or filing required or
permitted to be given to a Participant under the Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant. 

 

	16.11	Successors. The provisions of the Plan shall bind and inure to the benefit of the Participant’s Employer and its successors and assigns and the
Participant and the Participant’s designated Beneficiaries. 

  

	16.12	Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass
to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession. 


 

	16.13	Validity. In case any provision of the Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts
hereof, but the Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein. 

  

	16.14	Incompetency. If the Committee determines in its discretion that a benefit under the Plan is to be paid to a minor, a person declared incompetent or to a
person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person.
The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the
Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount. 

  

	16.15	Domestic Relations Orders. The Committee is authorized to make any payments directed by court order in any action in which the Plan or the Committee has
been named as a party. In addition, if a court determines that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan in connection with a domestic relations order (as defined in Code
Section 414(p)(1)(B)), the Committee shall have the right, notwithstanding any election made by the Participant to immediately distribute the spouse’s or former spouse’s interest in the Participant’s benefits under the Plan to
such spouse or former spouse, to the extent necessary to fulfill such domestic relations order. 

  

	16.16	Tax Treatment. Notwithstanding any other provision of the Plan to the contrary, although the Board, the Committee and the Employer shall use their
commercially reasonable efforts to avoid the imposition of taxation, penalties, and interest under Code Section 409A and other Code provisions, the tax treatment of Annual Deferrals, deferrals of Performance-Based Compensation, Company
Contributions as well as credits and earnings under the Plan shall not be, and are not, warranted or guaranteed. Neither the Board, the Committee, any Employer nor any of their designees shall be held liable for any taxes, penalties, or other
amounts owed by a Participant or Beneficiary as a result of any deferral or payment under the Plan or the administration of the Plan. 


  

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	16.17	Deduction Limitation on Benefit Payments. If the Employer reasonably anticipates that if a payment under the Plan were made as scheduled, the deduction
with respect to such payment would not be permitted solely due to the application of Code Section 162(m), the Employer may defer that payment to the extent deemed necessary to ensure deductibility; provided, however, that (i) such
deduction limitation shall be applied to all similarly situated Participants on a reasonably consistent basis; (ii) the payment must be made by the earliest of (x) during the Employer’s first taxable year in which the Employer
reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year, the deduction of such payment will not be barred by application of Code Section 162(m) or (y) during the period beginning with the date
of the Participant’s Separation from Service and ending on the later of the last day of the taxable year of the Employer in which the Participant incurs a Separation from Service of the 15th day of the third month following the
Participant’s Separation from Service; (iii) where any scheduled payment to a particular Participant in the Employer’s Taxable year is delayed because of Code Section 162(m), the delay in payment will be treated as a subsequent
deferral election unless all scheduled payments to such Participant that could be delayed are also delayed; (iv) where a payment is delayed to a date on or after the Participant’s Separation from Service, the payment will be considered a
payment upon a Separation from Service for purposes of the 6-month delay for Specified Employees; and (v) no election may be provided to a Participant with respect to the timing of payment hereunder. Any amounts deferred pursuant to the
provisions of this Section 16.17 shall continue to be credited/debited with additional amounts, even if such amount is being paid out of installments. 

 Executed at Fairfax, Virginia, on this 14th day of December, 2012. 
  

			
	ICF International, Inc.
		
	By:	 	 /s/ Sudhakar Kesavan

	Title:	 	Chief Executive Officer


  

  

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 APPENDIX A 

LIMITED TRANSITION RELIEF FOR DISTRIBUTION ELECTIONS MADE AVAILABLE IN 

ACCORDANCE WITH NOTICE 2007-86 
 The capitalized terms below shall have the same meaning as provided in Article I of the Plan. 

Opportunity to Make New (or Revise Existing) Distribution Elections. Notwithstanding the required deadline for the submission of an initial
distribution election under Articles IV, V and VII of the Plan, the Committee may, to the extent permitted by Notice 2007-86, provide a limited period in which Participants may make new distribution elections, or revise existing distribution
elections, with respect to amounts subject to the terms of the Plan, by submitting an Election Form on or before the deadline established by the Committee, which in no event shall be later than December 31, 2008. Any distribution election made
by a Participant, and accepted by the Committee, in accordance with this Appendix A shall not be treated as a change in either the form or timing of a Participant’s benefit payment for purposes of Code Section 409A or the Plan. If any
distribution election submitted by a Participant in accordance with this Appendix A either (a) relates to an amount that would otherwise be paid to the Participant in 2008, or (b) would cause an amount to be paid to the Participant in
2008, such election shall not be effective. 

  
 A-1