Exhibit 10.25



 Exhibit 10.25 
 MEDIA GENERAL, INC. 
 SUPPLEMENTAL 401(k) PLAN 

Amended and Restated as of January 1, 2011 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
			
	 ARTICLE I
	  	INTRODUCTION	  	 	1	  
			
	 ARTICLE II
	  	DEFINITIONS	  	 	2	  
	   2.01
	  	Administrator	  	 	2	  
	   2.02
	  	Affiliated Company	  	 	2	  
	   2.03
	  	Beneficiary	  	 	2	  
	   2.04
	  	Board of Directors	  	 	2	  
	   2.05
	  	Code	  	 	2	  
	   2.06
	  	Company	  	 	2	  
	   2.07
	  	Compensation	  	 	3	  
	   2.08
	  	Effective Date	  	 	3	  
	   2.09
	  	Eligible Employee	  	 	3	  
	   2.10
	  	Employee	  	 	3	  
	   2.11
	  	Employer	  	 	3	  
	   2.12
	  	401(k) Plan	  	 	3	  
	   2.13
	  	Investment Funds	  	 	4	  
	   2.14
	  	Matching Contribution	  	 	4	  
	   2.15
	  	Matching Contribution Account	  	 	4	  
	   2.16
	  	Normal Retirement Date	  	 	4	  
	   2.17
	  	Participant	  	 	4	  
	   2.18
	  	Participating Employer	  	 	4	  
	   2.19
	  	Plan	  	 	4	  
	   2.20
	  	Plan Compensation	  	 	4	  
	   2.21
	  	Plan Year	  	 	5	  
	   2.22
	  	Separation from Service	  	 	5	  
	   2.23
	  	Stock	  	 	5	  
	   2.24
	  	Stock Fund	  	 	5	  
	   2.25
	  	Supplemental Contribution	  	 	5	  
	   2.26
	  	Supplemental Contribution Account	  	 	5	  
	   2.27
	  	Trust	  	 	5	  
	   2.28
	  	Trust Fund	  	 	5	  
	   2.29
	  	Trustee	  	 	5	  
	   2.30
	  	Valuation Date	  	 	6	  
			
	 ARTICLE III
	  	ADMINISTRATION	  	 	7	  
	   3.01
	  	Administrator	  	 	7	  
	   3.02
	  	Powers of Administrator	  	 	7	  
	   3.03
	  	Examination of Records	  	 	7	  
	   3.04
	  	Nondiscriminatory Exercise of Authority	  	 	8	  
	   3.05
	  	Reliance on Tables, etc.	  	 	8	  


  
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	   3.06
	  	Indemnification of Administrator and Trustee	  	 	8	  
	   3.07
	  	Costs of Administration	  	 	8	  
	   3.08
	  	Fiduciary Discretion	  	 	8	  
			
	 ARTICLE IV
	  	PARTICIPATION	  	 	9	  
	   4.01
	  	Participation	  	 	9	  
	   4.02
	  	Compensation Reduction Election	  	 	9	  
	   4.03
	  	Notice to Participants	  	 	9	  
			
	 ARTICLE V
	  	DEFERRALS AND MATCHING CONTRIBUTIONS	  	 	10	  
	   5.01
	  	Supplemental Contributions	  	 	10	  
	   5.02
	  	Compensation Reduction Election Form	  	 	10	  
	   5.03
	  	Matching Contributions	  	 	10	  
			
	 ARTICLE VI
	  	TRUST FUNDS	  	 	12	  
	   6.01
	  	Unfunded Plan	  	 	12	  
	   6.02
	  	Appointment of Trustee	  	 	12	  
	   6.03
	  	Investment Funds Within the Trust Fund	  	 	12	  
	   6.04
	  	Acquisition of Stock	  	 	12	  
	   6.05
	  	Investment of Contributions and Earnings	  	 	13	  
	   6.06
	  	Protection of Trustee and Limitation of Liability	  	 	13	  
			
	 ARTICLE VII
	  	PARTICIPANT ACCOUNTS	  	 	14	  
			
	 ARTICLE VIII
	  	DISTRIBUTION OF BENEFITS	  	 	15	  
	   8.01
	  	Payment of Accounts	  	 	15	  
	   8.02
	  	Payments to Beneficiary	  	 	16	  
	   8.03
	  	Beneficiary Designation	  	 	16	  
	   8.04
	  	Benefits Non-Assignable	  	 	16	  
	   8.05
	  	Claims Procedure	  	 	16	  
	   8.06
	  	Anti-Acceleration	  	 	16	  
	   8.07
	  	Special Election	  	 	17	  
			
	 ARTICLE IX
	  	AMENDMENT AND TERMINATION	  	 	18	  
	   9.01
	  	Amendment	  	 	18	  
	   9.02
	  	Liability Upon Termination of the Plan	  	 	18	  
			
	 ARTICLE X
	  	MISCELLANEOUS	  	 	19	  
	   10.01
	  	Governing Law	  	 	19	  
	   10.02
	  	Notices and Elections	  	 	19	  
	   10.03
	  	Binding Effect	  	 	19	  
	   10.04
	  	Severability	  	 	19	  
	   10.05
	  	Gender and Number	  	 	19	  
	   10.06
	  	Titles and Captions	  	 	19	  
	   10.07
	  	Omnibus Provisions	  	 	19	  


  
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 ARTICLE I 
 INTRODUCTION 
 The purpose of the Media General, Inc. Supplemental 401(k)
Plan (the “Plan”) is to provide supplemental retirement savings to the Eligible Employees under the Plan, through a program of compensation reduction deferrals (that are matched, in part, by employer contributions, in accordance with the
terms of the Plan). This Plan is specifically designed to allow a select group of key executives, whose pay exceeds the compensation limit of section 401(a)(17) of the Internal Revenue Code of 1986 (the “Code”) and whose elective
deferral contributions to the MG Advantage 401(k) Plan are thereby limited under the provisions of the Code, to defer compensation under this Plan by means of compensation reductions (and otherwise receive the benefit of partial employer matching
provided under the Plan). 
 The Plan is intended to be a plan that is unfunded and maintained by the Company for the purpose of
providing deferred compensation for a select group of management or highly compensated employees as described in the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. 

Effective January 1, 2008, the Plan is amended to conform the written terms of the Plan to the requirements of Code section 409A.
The Plan has been operated in good faith compliance with the requirements of Code section 409A for periods starting January 1, 2005, and through December 31, 2008. Effective January 1, 2008, the Plan is intended to comply with final
regulations under Code section 409A. All questions concerning the Plan should be interpreted in light of the Company’s intention to conform to the applicable requirements of ERISA and Code section 409A. 

Effective January 1, 2011, the Plan is amended and restated to reflect changes in the Plan’s matching contribution formula
effective April 1, 2009, and January 1, 2011. 

  
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 ARTICLE II 
 DEFINITIONS 
 Wherever used herein, the following terms have the following
meanings (unless a different meaning is clearly required by the context): 
 2.01 Administrator 

Administrator means the Company or other person, entity or committee appointed to administer the Plan, in accordance with Article III.

 2.02 Affiliated Company  
 Affiliated Company means (a) any corporation (other than the Company) that is a member of a controlled group of corporations (as defined in Code section 414(b)) with the Company, (b) any trade
or business (other than the Company), whether or not incorporated, that is under common control (as defined in Code section 414(c)) with the Company, and (c) any trade or business (other than the Company) that is a member of an affiliated
service group (as defined in Code section 414(m)) of which the Company is also a member, provided that, the term “Affiliated Company” shall not include any corporation or unincorporated trade or business prior to the date on which such
corporation, trade or business satisfies the affiliation or control tests of (a), (b) or (c) above. 
 2.03
Beneficiary 
 Beneficiary means the person or persons entitled under Article VIII to receive benefits under the Plan
upon the death of the Participant. 
 2.04 Board of Directors 

Board of Directors means the Board of Directors of the Company. 
 2.05 Code 
 Code means the Internal Revenue Code of 1986, as
amended from time to time. Reference to any section or subsection of the Code includes references to any comparable or succeeding provisions of any legislation that amends, supplements, or replaces such section or subsection. 

2.06 Company 
 Company means Media General, Inc., a Virginia corporation, and any successor to all or a major portion of its assets or business that assumes the obligations of the Company. 

  
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 2.07 Compensation 

Compensation means compensation as defined under the 401(k) Plan, without regard to any reduction in compensation by reason of any
compensation reduction agreement in effect between a Participant and a Participating Employer (and without any limitations otherwise imposed under the Code). Otherwise, as to compensation for Plan purposes, see “Plan Compensation” below.

 2.08 Effective Date 
 Effective Date means August 1, 1987. The Plan was amended and restated, effective November 17, 1994 and April 29, 2004. The most recent amendment and restatement is effective
January 1, 2011. 
 2.09 Eligible Employee 
 Eligible Employee means: 
 (a) an Employee of the Company or a Participating
Employer; 
 (b) whose Compensation (base annual salary and target bonus) exceed the compensation dollar limit imposed under
Code section 401(a)(17) each year; and 
 (c) who otherwise is selected by the Company to participate in this Plan in accordance
with the provisions of the Plan (and who has not thereafter become ineligible to participate). 
 2.10 Employee 

Employee means any person who is employed by an Employer, but excludes any person who is employed as an independent contractor.

 2.11 Employer 
 Employer means the Company and any Participating Employer that shall adopt this Plan. When used in the Plan, the term “Employer” shall refer to the specific Employer of the Employee(s) or
Participant(s) under consideration, rather than to all of the Employers in the aggregate, unless the context requires otherwise. 

2.12 401(k) Plan 
 401(k) Plan means the MG Advantage 401(k) Plan. 

  
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 2.13 Investment Funds 

Investment Funds means the hypothetical investments of a Participant’s Account made in accordance with the Participant’s
investment direction pursuant to Section 6.05. The Investment Funds shall be selected by the Administrator and may be changed from time to time. 
 2.14 Matching Contribution  
 Matching Contribution means, in
the case of any Participant, any unfunded matching contribution allocation made for the benefit of the Participant by a Participating Employer under Section 5.03. 
 2.15 Matching Contribution Account  
 Matching Contribution
Account means, for any Participant, the unfunded Plan recordkeeping account described in Section 7.01 to which Matching Contributions for the Participant’s benefit (and earnings attributable thereto) are credited under the Plan.

 2.16 Normal Retirement Date  
 Normal Retirement Date means the date on which the Participant attains age 65 (the “Normal Retirement Age”). 
 2.17 Participant  
 Participant means each Eligible Employee
who participates in the Plan, in accordance with Article IV hereof. 
 2.18 Participating Employer  

Participating Employer means the Company and any Affiliated Company that has adopted the Plan with the approval of the Company’s
Board of Directors. 
 2.19 Plan  
 Plan means the Media General, Inc. Supplemental 401(k) Plan as set forth herein, together with any and all amendments and supplements hereto. 
 2.20 Plan Compensation  
 Plan Compensation means the excess
(if any) of: 
 (a) the Participant’s Compensation for the Plan Year, as defined above and under the 401(k) Plan, without
regard to any reduction in compensation by reason of any compensation reduction agreement in effect between a Participant and a Participating Employer (and without any limitation otherwise imposed under the Code); over 

(b) the annual tax-qualified plan compensation limitation set forth under Code section 401(a)(17), as adjusted for that Plan Year.


  
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 2.21 Plan Year  

Plan Year means the calendar year. 
 2.22 Separation from Service  
 Separation from Service means
either: (i) the complete cessation of the performance of services by the Participant for the Company for whatever reason, or (ii) a diminished level of services where the Participant is expected to perform services at a level equal to 20%
or less of the average level of service provided during the immediately preceding 36 months. 
 2.23 Stock  

Stock means the Class A common stock of the Company. 
 2.24 Stock Fund 
 Stock Fund means the investment fund holding
Stock and cash. 
 2.25 Supplemental Contribution  
 Supplemental Contribution means, in the case of any Participant, that portion of a Participant’s Plan Compensation that is deferred under the Plan in accordance with Article V hereof. 

2.26 Supplemental Contribution Account  
 Supplemental Contribution Account means, for any Participant, the unfunded Plan recordkeeping account described in Section 7.01 to which Supplemental Contributions for the Participant’s benefit
(and earnings attributable thereto) are credited under the Plan. 
 2.27 Trust  

Trust means the trust of trusts, if any, that may be established between the Company and a Trustee for the convenience of the Company, in
connection with the Company’s maintenance and operation of the Plan. All assets of any such trust shall be held solely for the benefit of, the Company; or, otherwise, shall be held in trust subject to the claims of the Company’s creditors.
The Plan shall remain solely an unfunded promise of the Company to pay benefits to Plan participants. 
 2.28 Trust Fund 

 Trust Fund means any property held in trust by the Trustee for the benefit of the Company (or held in trust, subject to
the claims of the Company’s creditors). 
 2.29 Trustee  

Trustee means any person or persons appointed as Trustee pursuant to Section 6.02, any successor trustee or trustees, and any
additional trustee or trustees. 

  
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 2.30 Valuation Date  

Valuation Date means, except as provided in Section 9.02 or unless the Plan Administrator determines otherwise, each business day of
each Plan Year after the Effective Date. 

  
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 ARTICLE III 
 ADMINISTRATION 
 3.01 Administrator  

The Plan will be administered by the Company or by any person, entity or committee appointed from time to time by the Board of Directors
to serve at its pleasure. A Participant may be appointed to serve as Administrator at the discretion of the Board of Directors. Except as may be directed by the Company, no person serving as Administrator will receive any compensation for his
services as Administrator. The Company shall provide the Trustee with a written certification stating the name or names of the Administrator (or the designated persons authorized to direct the Trustee on behalf of the Administrator). The Trustee
shall be entitled to rely upon such certification as to the identity of the Administrator (and any designated authorized persons) until the Company otherwise notifies the Trustee. 
 3.02 Powers of Administrator  
 The Administrator will have
full and exclusive power and discretion to administer the Plan, including as to all of its details. For this purpose, the Administrator’s power will include, but will not be limited to, the following authority: 

(a) to make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan or as
required to comply with applicable law; 
 (b) to interpret the Plan, its interpretation thereof in good faith to be final and
conclusive as to any Employee, former Employee, Participant, former Participant and Beneficiary; 
 (c) to decide all questions
concerning the Plan; 
 (d) to compute the amount of benefits which will be payable to any Participant, former Participant or
Beneficiary in accordance with the provisions of the Plan, and to determine the person or persons to whom such benefits will be paid; 
 (e) to authorize the payment of Plan benefits; 
 (f) to keep such records and
submit such filings, elections, applications, returns or other documents or forms as may be required under the Code and applicable regulations, or under state or local law and regulations; and 

(g) to appoint such agents, counsel, accountants, consultants and recordkeepers as may be required to assist in administering the Plan.

 3.03 Examination of Records  
 The Administrator will make available to each Participant such Plan records as pertain to the Participant, for examination at reasonable times during normal business hours. 

  
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 3.04 Nondiscriminatory Exercise of Authority  

Whenever, in the administration of the Plan, any discretionary review or action by the Administrator is required, the Administrator shall
exercise such authority in a nondiscriminatory manner (so that all persons who are similarly situated will receive substantially the same treatment). 
 3.05 Reliance on Tables, etc.  
 In administering the Plan,
the Administrator will be entitled, to the extent permitted by law, to rely conclusively on all tables, valuations, certificates, opinions and reports that are furnished by any trustee, counsel, accountant, consultant, recordkeeper or other
professional who is employed or engaged by the Administrator or the Company. 
 3.06 Indemnification of Administrator and Trustee
 
 The company agrees to indemnify and defend, to the fullest extent of the law, any Employee or former Employee who in
good faith serves or has served in the capacity of Administrator, as a member of a committee designated as Administrator or as an authorized person acting on behalf of the Administrator, against any liabilities, damages, costs and expenses
occasioned by having occupied any fiduciary position in connection with the Plan. 
 The Company agrees to indemnify and defend,
to the fullest extent of the law, any claims against the Trustee arising from actions taken by the Trustee pursuant to instructions from the Company or the Administrator; or, if the Trustee may not act in the absence of such instructions, its
failure to act in the absence of such instructions. 
 3.07 Costs of Administration  

All reasonable costs and expenses incurred by the Administrator and the Trustee in administering the Plan and Trust will be paid by the
Company. 
 3.08 Fiduciary Discretion  
 In discharging the duties assigned to it under the Plan, the Committee and each other fiduciary with respect to the Plan has the discretion to interpret the Plan; adopt, amend and rescind rules and
regulations pertaining to its duties under the Plan; and to make all other determinations necessary or advisable for the discharge of its duties under the Plan. Each fiduciary’s discretionary authority is absolute and exclusive if exercised in
a uniform and nondiscriminatory manner with respect to similarly situated individuals. The express grant in the Plan of any specific power to a fiduciary with respect to any duty assigned to it under the Plan must not be construed as limiting any
power or authority of the fiduciary to discharge its duties. A fiduciary’s decision is final and conclusive unless it is established that the fiduciary’s decision constituted an abuse of its discretion. 

  
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 ARTICLE IV 
 PARTICIPATION 
 4.01 Participation  

An Eligible Employee may become a Participant for the Plan Year by delivering an executed Compensation Reduction Election to the
Administrator in accordance with the procedures set forth in the following Plan section. 
 4.02 Compensation Reduction
Election 
 (a) Amount of Supplemental Contributions. A Participant may elect to defer a dollar amount (in
$1 increments) of his Plan Compensation under the Plan. The minimum deferral for a Plan Year is $500 and the maximum amount is the dollar limit in effect under Code section 415(c)(1)(A). 

(b) Elections. Except as provided in subsection (c), a Participant may make an election to defer Plan Compensation for each
Plan Year only if such election is made no later than December 31 of the prior Plan Year, or by such earlier date as may be announced by the Administrator. Such election shall remain in effect for the entire Plan Year. Each Compensation
Reduction Election shall be made on a form provided by the Administrator and shall specify such additional information as the Administrator may require. 
 (c) First Year of Eligibility. In the first Plan Year in which an Eligible Employee becomes eligible to participate in the Plan, the Eligible Employee must make an initial compensation
reduction election within 30 days after he or she becomes eligible to participate in the Plan. Such election shall only be valid with respect to Compensation paid for services rendered after the date of the initial deferral election. 

4.03 Notice to Participants  
 The Administrator will inform each Employee who becomes eligible to participate in the Plan of his eligibility to participate and his requirement to execute a Compensation Reduction Election. 

  
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 ARTICLE V 
 DEFERRALS AND MATCHING CONTRIBUTIONS 
 5.01 Supplemental Contributions 

 For each Participant, who has in effect for any pay period an effective Compensation Reduction Election and otherwise is
receiving Plan Compensation from a Participating Employer during such pay period, the Employer will reduce the Participant’s Plan Compensation by (and the Company will record as a Supplemental Contribution) the amount (or percentage) of Plan
Compensation specified in such Participant’s Compensation Reduction Election. Each unfunded Supplemental Contribution will be credited to the Participant’s Supplemental Contribution Account, in accordance with Section 7.02.

 5.02 Compensation Reduction Election Form  
 A Compensation Reduction Election is a written agreement between a Participant and his Participating Employer that satisfies the requirements of this Section 5.02 and Section 4.02. Each election
will provide that the Participant’s Plan Compensation will be reduced by the amount specified in the election. Each election will be in a form prescribed or approved by the Administrator. 

5.03 Matching Contributions 
 The Participating Employer shall provide to the Company, with respect to each Participant’s Matching Contribution Account for each Plan Year, an amount equal to the lesser of: 

(a) one hundred percent (100%) of the amount of the Participant’s Supplemental Contribution for the Plan Year; or 

(b) effective for Plan Years commencing on and after January 1, 2011, two percent (2%) of the Participant’s Plan
Compensation for the Plan Year. 
 The Administrator shall estimate the unfunded Matching Contributions that will need to be
recorded by the Company for the Participant during the Plan Year (based on the Participant’s Compensation Reduction Election and expected Plan Compensation). Unless the Company determines otherwise, the Administrator then shall allocate the
proposed Matching Contribution for the Plan Year for all Participants on a pro rata basis each pay period until such proposed Matching Contribution for the Plan Year is exhausted. The appropriate portion of the proposed Matching Contribution for the
Plan Year, as determined above, will be credited to the Participant’s unfunded Matching Contribution Account at the same time that the Participant’s Supplemental Contributions are credited (after each pay period). 

  
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 Following the end of each Plan Year, the Administrator shall adjust each Participant’s
final Matching Contributions for the completed Plan Year (to the final correct amount), by making a credit to, or deduction from, such Participant’s Matching Contribution Account (generally by January 31 of the following year). 

If a Participant Separates from Service prior to the end of the Plan Year, however, the Administrator generally shall proceed with final
adjustment of the separated Participant’s Matching Contributions (by making a final credit to, or final deduction from, such Participant’s Matching Contribution Account by the last day of the month that next follows the Participant’s
Separation from Service). 
 Notwithstanding the foregoing provisions of this Section 5.03, no Matching Contributions shall
be made by the Company or credited under the Plan for the period beginning on the first day of the Company’s first full payroll period starting on or after April 1, 2009, and ending with the last pay period that begins prior to
December 31, 2010. 

  
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 ARTICLE VI 
 TRUST FUND 
 6.01 Unfunded Plan  

The Plan shall be and remain unfunded for federal income tax purposes and for purposes of Title I of ERISA. The Plan shall constitute only
an unfunded promise by the Company to make future Plan benefit payments. Nevertheless, for the convenience of the Company, a trust fund may be established to invest certain Company assets for the purpose of paying certain benefits. Any such trust
shall be subject to the claims of the Company’s creditors. No Participant or Beneficiary shall have any right, title, or interest in, or to, any trust asset. 
 6.02 Appointment of Trustee  
 The Company may appoint, by
written notice, one or more individuals or corporations to act as Trustee under the Plan; and, may remove and appoint a successor to any such person or persons at any time. The Trustee, and any Successor Trustee, shall be entitled to written notice
from the Company, stating the date on which the removal is effective. Written notice of removal, resignation or appointment shall be provided to all Trustees under the Plan. The Company may enter into a separate trust agreement with the Trustee and
make such amendments to such trust agreement or such further agreements as the Company, in its sole discretion, may deem necessary or desirable. 
 6.03 Investment Funds Within the Trust Fund  
 (a) All
contributions to a Trust and all investments thereunder shall be held by the Trustee in the applicable Trust Fund. The Trust Fund shall be invested in the Stock Fund and such other Investment Funds as may be selected from time to time by the
Administrator. All cash held by the Trustee is to be invested in the Stock Fund or other Investment Funds as soon as reasonably practicable. 
 (b) The Trustee, as directed by the Company, shall have the right to vote stock held in the Trust Fund, personally or by proxy, and to delegate the Trustee’s powers and discretions with respect to
stock to a proxy. 
 6.04 Acquisition of Stock  
 The Trustee shall purchase the Stock required for the Trust from such sources, and at such prices, as the Trustee shall determine in its sole discretion. 

  
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 6.05 Investment of Contributions and Earnings  

(a) All amounts credited to a Participant’s Supplemental Contribution Account and Matching Contribution Account shall be
hypothetically invested in the Stock Fund on the Plan’s records, as provided under the Plan’s provisions. 
 (b) Upon
the attainment of age 55, a Participant shall be entitled to direct the investment of his Supplemental Contribution and Matching Contribution Accounts in such Investment Funds designated by the Administrator from time to time in accordance with
procedures announced by the Administrator. 
 6.06 Protection of Trustee and Limitation of Liability  

Each Trustee shall be fully protected in acting upon any instrument, certificate, or document believed by it to be genuine. The Trustee
agrees to hold in trust and administer the Trust Fund subject to the terms and conditions of the Company, including as set forth under the Plan. The Trustee’s responsibility shall be limited to holding and investing the assets of the Fund in
its possession. 

  
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 ARTICLE VII 
 PARTICIPANT ACCOUNTS 
 7.01 Accounts  

The Administrator shall maintain on its books for each Participant a Supplemental Contribution Account and a Matching Contribution
Account. The Trustee may establish and maintain such subaccounts as it deems necessary or desirable to fulfill the provisions of the Plan. 

7.02 Adjustments of Accounts  
 The Administrator shall, as of each Valuation Date: 
 (a) First, with respect to
each Participant, reduce the balance of his Supplemental Contribution Account (until exhausted) and then the balance of his Matching Contribution Account, by the aggregate amount of all withdrawals and distributions provided to the Participant (or
his Beneficiary) since the preceding Valuation Date; 
 (b) Second, credit each Participant’s Supplemental Contribution
Account with the sum of the Supplemental Contributions made for his benefit for the period ending on such Valuation Date; 
 (c)
Third, credit each Participant’s Matching Contribution Account with the Matching Contributions made for his benefit for the period ending on such Valuation Date; and 
 (d) Fourth, adjust the respective balances of each Participant’s Supplemental Contribution Account and Matching Contribution Account, to reflect the hypothetical earnings, losses and current fair
market value allocable to such accounts, whether by reference to any Trust established by the Company for its convenience or otherwise. 
 In adjusting each unfunded account under subsection (d) above to track the current value of assets in a Trust Fund, the Administrator will allocate to each account (in proportion to the balances
therein immediately prior to such adjustment) an amount equal to the gain and loss (realized and unrealized) on the assets of the Trust Fund, valued at fair market value (including any costs of operating the Trust). In the case of each Participant
(including any former Participant or Beneficiary), the Plan shall continue to maintain the unfunded accounts described herein, and adjust such accounts in the manner set forth above, until such Participant’s Accounts are distributed in their
entirety. 

  
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 ARTICLE VIII 
 DISTRIBUTION OF BENEFITS 
 8.01 Payment of Accounts  

(a) Timing of Payments. Upon the Participant’s Separation from Service, each Participant will be entitled to receive a
distribution of his Supplemental Contribution Account and Matching Contribution Account. A Participant may elect, at the time he completes his Compensation Reduction Election for a Plan Year, to have such Plan Year’s Account paid or begin to be
paid: 
 (i) on the first day of the month following the six-month anniversary of the Participant’s
Separation from Service; 
 (ii) on the first day of the month following the first anniversary of the
Participant’s Separation from Service; or 
 (iii) on the first day of the month following the second
anniversary of the Participant’s Separation from Service. 
 In the event a Participant fails to make an election under this subsection,
his Plan Year’s Account shall be paid or begin to be paid on the first day of the month following the six-month anniversary of the Participant’s Separation from Service. 

(b) Form of Payment. A Participant may elect, at the time he completes his Compensation Reduction Election
for a Plan Year to have such Plan Year’s Account paid in a lump sum or in annual installments of two to ten years. In the event a Participant fails to make an election under this subsection, his payment shall be made in a lump sum in cash.

 (c) Deemed Payment Date. Payment made on a date or event specified in this
Plan section or Plan section 8.02 shall be treated as made upon such date or event if it is made by the end of the calendar year in which such date or event occurs, or, if later, by the 15th day of the third month following such date or event. 

(d) Change in the Time or Form of Payments. A Participant may change his or her election to a subsequent
payout by submitting a new payment election form to the Administrator. Such election may not take effect until at least 12 months after the date on which the election is made, the election must be made at least 12 months before the payment is
scheduled to be made, and the payment with respect to which such election is made must be deferred for a period not less than five years from the date the payment would otherwise be made or commence. The payment election form most recently accepted
by the Administrator shall govern the payout of the benefits.  

  
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 8.02 Payments to Beneficiary  

If the Participant dies prior to receiving all Payments due him under the Plan, the Company (or the Trustee, at the direction of the
Company) shall distribute all payments then due the Participant to the Participant’s Beneficiary (at the time provided for in the Plan and in the amount that would have been provided to the Participant had he survived). 

8.03 Beneficiary Designation 
 The Participant may from time to time, by signing a form approved by the Administrator, designate any legal or natural person or persons (who may be designated contingently or successively) to whom
payments are to be made if the Participant dies before receiving payment of all amounts due hereunder. A beneficiary designation form will be effective only after the signed form is filed with the Administrator while the Participant is alive (and
such designation will cancel, immediately upon filing, all beneficiary designations signed and filed previously). If the Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries of the Participant die before
the Participant or before complete payment of all amounts due hereunder, the Company shall pay any unpaid amounts to the Participant’s estate. 
 8.04 Benefits Non-Assignable  
 Benefits payable to, or for
the benefit of, a Participant or Beneficiary shall not be assignable and shall not be subject to the claims of creditors of such Participant or Beneficiary. 
 8.05 Claims Procedure 
 Any claim by a Participant or his
Beneficiary for benefits shall be submitted to the Administrator. The Administrator shall be responsible for deciding whether such claim properly relates to benefits provided by the Plan and for providing a final decision with respect to such claim.
In addition, the Administrator shall provide a full and fair review of the claim, in accordance with the procedures required by ERISA. 
 For all purposes under the Plan, the decision with respect to a claim (if no review is requested) or the decision with respect to a claim review (if review is requested) shall be final, binding and
conclusive on all interested parties. 
 8.06 Anti-Acceleration  

Notwithstanding anything in the Plan to the contrary, no change submitted on an election form shall be accepted by the Company if the
change accelerates the time over which distributions shall be made to the Participant (except as other permitted under Code section 409A). The Company shall deny any change made to an election if the Company determines that the change violates the
requirement under Code section 409A. 
 Notwithstanding the preceding, the Company, in its discretion, may accelerate
distributions under the Plan in accordance with each of the payment events contained in Treasury Regulation section 1.409A-3(j)(4)(ii) through (xiv). 

  
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 8.07 Special Election 

A Participant may elect, prior to December 31, 2008, to have his Account paid in the time and form described in Plan sections 8.01(a)
and (b). Such election shall not apply to amounts otherwise payable in the year the election is made nor cause amounts to be paid in the year the election is made that would not otherwise be payable in that year. Subsequent changes to the time or
form of payment of such cash amount shall be made only in accordance with Code Section 409A. 

  
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 ARTICLE IX 
 AMENDMENT AND TERMINATION 
 9.01 Amendment 

The Company reserves the right to amend, modify or terminate the Plan, in whole or in part, at any time or for any reason. Any such
amendment, modification or termination of the Plan shall be made by a resolution adopted by the Board of Directors, provided, however, that any such amendment applicable to a Participant’s Account must satisfy Treasury Regulation section
1.409A-3(j)(4)(ix). Neither the termination of the Plan nor any amendment to the Plan, however, shall retroactively reduce any benefit payable to the Participant or Beneficiary (to the extent that such benefit was accrued and vested prior to the
amendment, modification or termination). 
 9.02 Liability Upon Termination of the Plan  

Upon completion of account distributions to all Participants (by the Company or any Trustee), the Plan will terminate, the Company and the
Administrator will be relieved from all liability under the Plan, and no Participant or other person will have any further claims rights or other rights thereunder. 

  
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 ARTICLE X 
 MISCELLANEOUS 
 10.01 Governing Law 

This Plan shall be construed in accordance with applicable federal law and, to the extent otherwise applicable, the laws of the
Commonwealth of Virginia. 
 10.02 Notices and Elections 

All notices required to be given in writing and all elections required to be made in writing under any provision of the Plan shall be
invalid unless made on such forms as may be provided or approved by the Administrator and, in the case of a notice or election by a Participant or Beneficiary, unless executed by the Participant or Beneficiary giving such notice or making such
election. Notices and elections shall be deemed given or made when received by any member of the committee that serves as Administrator. 

10.03 Binding Effect  
 The Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Participant and his heirs, executors, administrators and legal representatives. 

10.04 Severability 
 If any provision of the Plan should for any reason be declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect.

 10.05 Gender and Number 
 In the construction of the Plan, the masculine shall include the feminine or neuter and the singular shall include the plural and vice-versa in all cases where such meanings would be appropriate.

 10.06 Titles and Captions  
 Titles and captions and headings herein have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof. 

10.07 Omnibus Provisions  
 (a) Any benefit, payment or other right provided by the Plan shall be provided or made in a manner, and at such time, in such form and subject to such election procedures (if any), as complies with the
applicable requirements of Code section 409A to avoid a plan failure described in Code section 409A(a)(1), including without limitation, deferring payment until the occurrence of a specified payment event described in Code section 409A(a)(2).
Notwithstanding any other provision hereof or document pertaining hereto, the Plan shall be so construed and interpreted to meet the applicable requirements of Code section 409A to avoid a plan failure described in Code section 409A(a)(1).


  
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 (b) It is specifically intended that all elections, consents and modifications thereto under
the Plan will comply with the requirements of Code section 409A (including any transition or grandfather rules thereunder). The Company is authorized to adopt rules or regulations deemed necessary or appropriate in connection therewith to anticipate
and/or comply the requirements of Code section 409A (including any transition or grandfather rules thereunder and to declare any election, consent or modification thereto void if non-compliant with Code section 409A. 

  
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