Bear State Financial S8 Registration of securities for employees | SEC 19 Apr 17

Exhibit 4.1

Bear State Financial, Inc. Employees’ Savings & Profit Sharing Plan and Trust

(Restated January 1, 2016)

Table of Contents

Page

ARTICLE I
THE PLAN, DEFINITIONS AND CONSTRUCTION

Section 1.01.	The Plan	1
Section 1.02.	Definitions	1
Section 1.03.	Construction	8

ARTICLE II
ELIGIBILITY AND PARTICIPATION

Section 2.01.	Eligible Class of Employees	9
Section 2.02.	Conditions of Eligibility	9
Section 2.03.	Commencement of Participation	9
Section 2.04.	Termination of Participation	9
Section 2.05.	Reemployment	9

ARTICLE III
CONTRIBUTIONS AND ALLOCATIONS

Section 3.01.	Contribution and Allocation Restrictions	10
Section 3.02.	Elective Contributions	10
Section 3.03.	Catch up Contributions	12
Section 3.04.	Roth Contributions	12
Section 3.05.	Matching Contributions	13
Section 3.06.	Employer Contributions	13
Section 3.07.	Allocation of Forfeitures	14
Section 3.08.	Top heavy Contributions	14
Section 3.09.	Rollovers From Other Employee Benefit Plans	15
Section 3.10.	Participant After tax Contributions	16
Section 3.11.	Determination and Form of Contributions	16
Section 3.12.	Time of Payment of Contributions	16
Section 3.13.	Return of Contributions	16

ARTICLE IV
VALUATION

Section 4.01.	Allocation of Income to Accounts	17
Section 4.02.	Independent Appraiser	17
Section 4.03.	Valuation of Participant’s Account	17

ARTICLE V
CONTRIBUTION, ALLOCATION AND TOP HEAVY RESTRICTIONS

Section 5.01.	Maximum Limits on Allocations	18
Section 5.02.	Top heavy Restrictions	21
Section 5.03.	Actual Deferral Percentage Test	21
Section 5.04.	Actual Contribution Percentage Test	24
Section 5.05.	Qualified Nonelective Contributions and Qualified Matching Contributions	25

Section 5.06.	Highly Compensated Employee	27
Section 5.07.	Owner Employees	27
Section 5.08.	Suspension of Contributions	27
Section 5.09.	Change From Current Year to Prior Year Testing	27
Section 5.10.	Highly Compensated Employee in More Than One Plan	28
Section 5.11.	Additional Nondiscrimination Testing Rules	28

ARTICLE VI
VESTING

Section 6.01.	Vesting	29
Section 6.02.	Forfeitures	30
Section 6.03.	Reinstatement	31

ARTICLE VII
DISTRIBUTIONS

Section 7.01.	Commencement of Retirement Benefits	31
Section 7.02.	Form and Method of Payment	33
Section 7.03.	Distribution of Company Stock	35
Section 7.04.	Put Option Requirements	35
Section 7.05.	Death Benefits	36
Section 7.06.	Required Minimum Distributions	36
Section 7.07.	Qualified Domestic Relations Orders	40
Section 7.08.	Participant Loans	41
Section 7.09.	Hardship Withdrawals	41
Section 7.10.	In service Distributions	43
Section 7.11.	Transfer Restrictions: Right of First Refusal of Trustee and Company	43
Section 7.12.	Distribution of Dividends	45
Section 7.13.	Distribution of Roth Contributions.	45

ARTICLE VIII
ADMINISTRATION OF THE PLAN

Section 8.01.	Appointment of Separate Administrator	46
Section 8.02.	Powers and Duties	46
Section 8.03.	Determination by Administrator Binding	47
Section 8.04.	Records and Notices	48
Section 8.05.	Compensation and Expenses	48
Section 8.06.	Limitation of Authority	48

ARTICLE IX
ADMINISTRATION OF THE TRUST

Section 9.01.	Appointment of Trustee	48
Section 9.02.	Authorization for Trust Agreement	48
Section 9.03.	Participant Direction of Investment of Account	48
Section 9.04.	Diversification of Investments in Company Stock	49
Section 9.05.	Funding Policy	50

ARTICLE X
CLAIMS PROCEDURE

Section 10.01.	Definitions	50
Section 10.02.	Filing of Claim	50
Section 10.03.	Initial Determination of Claim	51
Section 10.04.	Duty of Committee Upon an Adverse Benefit Determination	51
Section 10.05.	Request for Review of an Adverse Benefit Determination	51
Section 10.06.	Decision on Review	52
Section 10.07.	Legal Remedy	52

ARTICLE XI
AMENDMENT AND TERMINATION

Section 11.01.	Amendment or Restatement	53
Section 11.02.	Termination and Discontinuance of Contributions	53
Section 11.03.	Distribution Upon Termination	53
Section 11.04.	Merger, Consolidation or Transfer of Assets and Liabilities	53
Section 11.05.	Successor Employer	54
Section 11.06.	Plan Termination/Alternate Defined Contribution Plans	54

ARTICLE XII
GENERAL PROVISIONS

Section 12.01.	Employee Stock Ownership Plan	54
Section 12.02.	Company Stock Acquisition Loans	54
Section 12.03.	Limitation on Allocation of Accounts With Respect to Shareholder Electing Gain Deferral	57
Section 12.04.	Voting Rights	57
Section 12.05.	Limitation on Liability	58
Section 12.06.	Indemnification	58
Section 12.07.	Compliance With Employee Retirement Income Security Act of 1974	58
Section 12.08.	Qualified Military Service	58
Section 12.09.	Nonalienation of Benefits	59
Section 12.10.	Employment Not Guaranteed by Plan	59
Section 12.11.	Form of Communication	59
Section 12.12.	Facility of Payment	59
Section 12.13.	Location of Participant or Beneficiary Unknown	60
Section 12.14.	Service in More Than One Fiduciary Capacity	60
Section 12.15.	Offset	61

iii

ARTICLE I

THE PLAN, DEFINITIONS AND CONSTRUCTION

Section 1.01. The Plan. Effective January 1, 1996, Bear State Financial, Inc. (the “Company”), then known as First Federal Bancshares of Arkansas, Inc., adopted the First Federal Bancshares of Arkansas, Inc. Employee Stock Ownership Plan (the “Prior Plan”). The Prior Plan’s outstanding loan was repaid in its entirety as of March 31, 2006. The Company established the First Federal Bancshares of Arkansas, Inc. Employees’ Savings and Profit Sharing Plan and Trust (the “Plan”) effective June 1, 2006 as a 401(k) profit-sharing plan to benefit certain of its employees by facilitating the accumulation of funds for their retirement. Effective June 1, 2006, the Prior Plan merged into the Plan. Except to the extent specifically required to the contrary under the terms of the Plan, for terminations of employment prior to June 1, 2006, the rights and benefits of a former participant shall be determined in accordance with the provisions of the Prior Plan as in effect on the date of the former participant’s termination of employment. Effective June 3, 2014, the Plan was renamed the “Bear State Financial, Inc. Employees’ Savings & Profit Sharing Plan.”

The Company amended and restated the Plan effective January 1, 2011 to incorporate various Plan amendments since the date of Plan adoption and to include provisions intended to qualify the Plan as a defined contribution plan and as to the Accounts holding Company Stock as an Employee Stock Ownership Plan meeting the requirements of Sections 401(a) and 4975(e)(7) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable provisions of the Employee Retirement Income Security Act of 1986, as amended (“ERISA”). The Company now hereby amends and restates the Plan in its entirety to incorporate amendments since the last restatement and to reflect good-faith compliance with changes to the Code and other applicable law, including those items included in the 2015 annual Cumulative List of Changes in Retirement Plan Qualification Requirements published as Notice 2015-84. This restatement of the Plan is effective January 1, 2016, except for those provisions which explicitly state otherwise. The terms of the Plan in effect prior to January 1, 2016 shall control for such periods except as provided herein or as required by the Code or ERISA. The Company is a C corporation for tax purposes under the Code.

This introduction and the following Articles, as amended from time to time, comprise the restated Plan.

Section 1.02. Definitions.

“Account” means the record of each Participant’s interest in the Trust Fund, divided into the following subaccounts, and such other subaccounts as the Administrator may establish, from time to time.

Elective Contribution Account

Matching Contribution Account

Employer Contribution Account

First National Security Profit Sharing Account

ESOP Prior Account

ESOP Post Account

QACA Matching Contribution Account

Rollover Account

Roth Contribution Account

“Acquired Employees” means employees who become employees as a result of a transaction under Code Section 410(b)(6)(C). Such employees will be excluded during the period beginning on the date of the transaction and ending on the last day of the first Plan Year beginning after the transaction, unless an affirmative action is taken to the contrary. A transaction under Code Section 410(b)(6)(C) is an asset or stock transaction, merger or similar transaction involving a change in the employer or employees of a trade or business.

“Acquisition Loan” means a loan or other extension of credit, made to the Plan by a disqualified person or guaranteed by a disqualified person. Acquisition Loan includes a direct loan of cash, a purchase-money transaction and/or an assumption of the obligation of the Plan. “Guarantee” includes an unsecured guarantee and the use of assets of a disqualified person as collateral for a loan, even though the use of assets may not be a guarantee under applicable state law. An amendment of a loan in order to qualify as an exempt loan is not a refinancing of the loan or the making of another loan. The term “Acquisition Loan” or “exempt loan” refers to a loan that satisfies the provisions of this paragraph and Section 12.02. A “nonexempt loan” is one that fails to satisfy such provisions.

“Administrator” means the committee appointed by the Company pursuant to Article VIII who shall control and manage the operation and administration of the Plan as the named fiduciary.

“Break in Service” means a computation period during which a Participant does not complete at least 500 Hours of Service. The computation periods for measuring breaks in service shall be the same as for measuring Years of Service.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and as interpreted by applicable regulations and rulings.

“Company” means Bear State Financial, Inc., the sponsoring employer, and any successor which adopts the Plan. The board of directors of the Company, or such board members authorized by the board of directors from time to time, shall act on behalf of the Company for purposes of the Plan. In addition to the board of directors of the Company, a committee of the board of directors of the Company, the officers of the Company (as authorized by the board of directors from time to time), or the committee appointed pursuant to Article VIII (as authorized in its charter), shall act on behalf of the Company for purposes of the Plan.

“Company Stock” means the common stock issued by the Company (or by a corporation which is a member of the same controlled group) (i) which is readily tradable on an established securities market or (ii) if there is no common stock that meets the requirements of (i), the term Company Stock means common stock having a combination of voting power and dividend rights equal to or in excess of that class of stock of the Company (or of any such other corporation) having the greatest voting power and dividend rights, and noncallable preferred stock that is convertible into common stock described in this Section, if the conversion is at a conversion price which is reasonable as of the date the preferred stock is acquired by the Plan. Preferred stock is treated as noncallable if there is a reasonable opportunity for a conversion after the call is made, in accordance with Treasury Regulations. Any reference herein to employer securities shall refer to Company Stock. The definition of Company Stock shall be determined in accordance with this definition and in a manner consistent with the definition of “qualifying employer securities” under Code Section 409(l).

“Compensation” means:

(a) Code Section 415 Safe Harbor in General. Except as otherwise provided, Compensation shall mean an employee’s wages, salaries and fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of Employment to the extent the amounts are includable in gross income (including, but not limited to, commissions paid salespersons, Compensation for services on the basis of a percentage of profits, commissions or insurance premiums, tips, and bonuses), and excluding the following:

(i) Employer contributions to a plan of deferred compensation which are not includable in the employee’s gross income for the taxable year in which contributed; Employer contributions to a simplified employee pension plan to the extent such contributions are excludable from the employee’s gross income; or any distributions from a plan of deferred compensation, including amounts paid from or contributed to the 2011 Omnibus Incentive Plan or the 1997 Stock Option Plan;

(ii) Amounts realized from the exercise of a nonqualified stock option or when restricted stock (or property) held by the employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

(iii) Amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option;

(iv) Reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation (other than deferrals specified below), and welfare benefits;

(v) Bona fide sick, vacation and other leave paid following a severance of employment other than differential military pay described in Section 12.08(c); and

(vi) Other amounts which receive special tax benefits such as premiums for group-term life insurance (but only to the extent the premiums are not includable in the gross income of the employee); or contributions made by the Employer (whether or not under a salary reduction agreement) toward the purchase of an annuity contract described in Code Section 403(b) (whether or not the contributions are actually excludable from the employee’s gross income).

(b) Inclusion of Elective Contributions. “Compensation” includes contributions made by the Employer on behalf of the employee not includable in income under a cafeteria plan (pursuant to Code Section 125), a Code Section 401(k) arrangement (pursuant to Code Section 402(a)(8)), a simplified employee pension (pursuant to Code Section 402(h)), a qualified transportation fringe benefit (pursuant to Code Section 132(f)(4)) or a tax-sheltered annuity or account (pursuant to Code Section 403(b)) and compensation deferred under an eligible deferred compensation plan of a state or local government or tax-exempt organization within the meaning of Code Section 457(b) and employee contributions under governmental plans described in Code Section 414(h)(2).

(c) Inclusion of Additional Amounts. “Compensation” includes any amount includable in the gross income of an employee upon making the election described in Code Section 83(b), under the rules of Code Section 409A, 457(f)(1)(A) or because the amounts are constructively received by the employee.

(d) Additional Rules.

(i) Annual Compensation Limit. The annual Compensation of each Participant in any Plan Year shall not exceed the annual compensation limit pursuant to Code Section 401(a)(17). The “annual Compensation limit” is $200,000, as adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B). Annual Compensation means Compensation during the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under the Plan (the “determination period”). The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the determination period that begins with or within such calendar year.

(ii) Received While a Plan Participant. For purposes of contributions pursuant to Article III and Sections 5.04 and 5.05 (ADP and ACP testing), the Administrator will uniformly limit the period for which Compensation shall be taken into consideration to the portion of the Plan Year in which the employee was a Participant in the Plan.

(iii) Compensation Used for Testing Purposes. With respect to Section 5.04 (Actual Deferral Percentage Test) and 5.05 (Actual Contribution Percentage Test), Compensation shall mean compensation as determined under Code Section 414(s).

(iv) Postseverance Compensation. Compensation shall not include any postseverance compensation unless such payment would have been paid to the employee prior to severance of Employment if the employee had continued Employment with the Employer. Postseverance compensation means amounts paid by the later of (A) two and one-half months after an employee’s severance from Employment with the Employer, or (B) the end of the limitation year that includes the date of severance from Employment with the Employer, and those amounts would have been included in the definition of Compensation if they were paid prior to the employee’s severance from Employment with the Employer.

“Effective Date” means June 1, 2006, the date as of which the Plan first applies to the Company. The effective date of this restatement is January 1, 2016.

“Elective Contributions” means Employer contributions made to the Plan on a pretax basis subject to a cash deferred election pursuant to Section 3.02 or on an after-tax basis subject to a cash deferred election pursuant to Section 3.04.

“Employer” means the Company, or any other entity which, consistent with authorization by the Company, has adopted the Plan and any successor thereto. By its adoption of this Plan, an Employer shall be deemed to appoint the Company, the Administrator and the Trustee as its exclusive agents to exercise on its behalf all of the power and authority conferred by this Plan upon the Employer. The authority of the Company, the Administrator and the Trustee to act as such agents shall continue until this Plan is terminated as to the adopting Employer and the relevant Trust Fund assets have been distributed by the Trustee.

In no event shall a self-employed individual or owner-employee (within the meaning of Code Section 401(c)) be considered an “Employer” eligible to adopt the provisions of the Plan.

For each Plan Year, the Plan shall deem an individual an employee of the Employer who employs the individual on the last day of the Plan Year or the last day during the Plan Year for which the individual accrues an Hour of Service.

The board of directors of the Employer, or such board members authorized by the board of directors from time to time, shall act on behalf of the Employer for purposes of the Plan. In addition to the board of directors of the Employer, the officers of the Employer, as authorized by the board of directors, from time to time, may act on behalf of the Employer for purposes of the Plan.

“Employment” means an individual’s employment with the Employer. In the event an employee is transferred between participating Employers, such employee shall not be deemed to have terminated his Employment.

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

“Financed Shares” means Company Stock acquired by the Plan with the proceeds of an Acquisition Loan.

“Forfeiture” means the portion, if any, of a Participant’s Account which, pursuant to Article VI, the Participant is not entitled to receive following the earlier of a total distribution upon his termination of Employment or the date the Participant incurs five consecutive one-year Breaks in Service.

“Hour of Service” means:

(a) Each hour for which an employee is paid or entitled to payment for the performance of service for the Employer;

(b) Each hour for which an employee is paid or entitled to payment by the Employer without the performance of service (regardless of whether the Employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence (pursuant to this paragraph (b), no more than 501 Hours of Service will be credited for any single continuous period—whether or not such period occurs in a single Plan Year or other computation period—and 29 C.F.R. § 2530.200b-2 and 3 shall govern the determination of an individual’s Hours of Service); and

(c) Each hour for which back pay, regardless of any mitigation of damages, is either awarded or agreed to by the Employer.

The same Hours of Service will not be credited pursuant to paragraph (a) or (b), as the case may be, and paragraph (c).

Solely to avoid a Break in Service, an employee absent from work for maternity or paternity reasons shall receive credit for the Hours of Service which would otherwise have been credited to such employee but for such absence. An absence from work for maternity or paternity reasons means an absence due to (i) the pregnancy of the employee, (ii) the birth of a child of the employee, (iii) the placement of a child with the employee for adoption by the employee or (iv) the caring for such child immediately after birth or placement. The Plan shall credit Hours of Service pursuant to this paragraph first to the Plan Year in which the absence begins to the extent necessary to prevent a Break in Service in that Plan Year, then to the Plan Year following the Plan Year in which the absence begins. No more than 501 hours will be credited under this paragraph. If the hours which would have been credited but for an absence due to maternity or paternity reasons cannot be determined, the Plan shall credit eight Hours of Service for each day of the absence. The Plan shall not award Hours of Service pursuant to this paragraph unless the employee involved provides the Administrator such information as the Administrator reasonably requires to establish the purpose of the absence as consistent with this paragraph and to establish the number of days in the absence.

The Plan shall credit an Hour of Service to the Plan Year or other computation period to which a payment agreement or award relates rather than the year or period in which the payment, agreement or award occurs. Hours of Service shall be credited for employment with other members of an affiliated service group (under Code Section 414(m)), a controlled group of corporations (under Code Section 414(b)), a group of trades or businesses under common control (under Code Section 414(c)) of which the Employer is a member, any other entity required to be aggregated with the Employer pursuant to Code Section 414(o) and as a Leased Employee, except as provided in the definition of Leased Employee in this Section 1.02. Hours of Service shall be credited for employment with an employer who sponsored a plan merged into this Plan. For vesting and eligibility purposes, Hours of Service shall be credited for Employment with Marshfield Investment Company and Metropolitan National Bank.

“Income” means the net gain or loss of the Trust Fund from investments, including, but not limited to, interest, dividends, rents, profits, realized and unrealized gains and losses and expenses of the Plan or Trust Fund paid from the Trust Fund. To determine the Income of the Trust Fund for any period, the Trustee shall value the Trust Fund on the basis of its assets’ fair market value.

“Key Employee” means any employee or former employee (including any deceased employee) who at any time during the Plan Year that includes the determination date was an officer of the Employer having annual Compensation greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002), a 5% owner of the Employer, or a 1% owner of the Employer having annual Compensation of more than $150,000. For this purpose, annual Compensation means Compensation within the meaning of Code Section 415(c)(3). The determination of who is a Key Employee will be made in accordance with Code Section 416(i)(1) and the applicable regulations and other guidance of general applicability issued thereunder.

“Leased Employee” means any person (other than an employee of the Employer) who, pursuant to an agreement between the Employer and any other person (the “leasing organization”), has performed services for the Employer (or for the Employer and related persons determined in accordance with Code Section 414(n)(6)) on a substantially full-time basis for a period of at least one year, if such services are performed under the primary direction or control of the Employer.

In no event shall a Leased Employee be considered an employee of the Employer if (i) the Leased Employee is covered by a money purchase pension plan providing a nonintegrated Employer contribution rate of at least 10% of Compensation as defined in Section 5.01(c) (including amounts contributed pursuant to a salary reduction agreement under Code Section 125, 402(a)(8), 402(h) or 403(b)), immediate participation and full and immediate vesting and (ii) the Leased Employees equal no more than 20% of the Employer’s nonhighly compensated employees.

“Normal Retirement Age” means the day on which a Participant’s sixty-fifth birthday falls.

“Participant” means any individual who has satisfied the eligibility and participation requirements of the Plan as provided in Article II. Where appropriate, the term “Participant” also includes former Participants who are no longer eligible to participate under the provisions of Article II or beneficiaries of a deceased Participant or an alternate payee, as defined in Code Section 414(p)(8), for whom an Account exists which has not been distributed or forfeited in total.

“Plan” means the Bear State Financial, Inc. Employees’ Savings & Profit Sharing Plan and Trust, as stated herein and as amended from time to time.

“Plan Year” means the period on which the records of the Plan are kept. The Plan Year shall be the period commencing on January 1 and ending on the following December 31.

“Roth Contributions” means Employer contributions made to the Plan pursuant to Code Section 402A on an after-tax basis subject to a cash deferred election pursuant to Sections 3.02 and 3.04.

“Total and PermanentDisability” occurs when a Participant separates from Employment by reason of disability expected to last in excess of 12 continuous months, provided the Participant is either (i) eligible for or receiving disability insurance benefits under the Federal Social Security Act or (ii) approved for disability under the provisions of any other benefit program or policy maintained by the Employer that is not subject to the Plan Administrator’s discretion, which policy or program is applied on a uniform and nondiscriminatory basis to all employees of the Employer.

Approval of disability is conditioned upon notice to the Plan Administrator of such Participant’s disability within 13 months of the Participant’s separation from Employment. The notice of disability shall include certification that the Participant meets one of the criteria listed above.

“Trustee” means the person(s) or entity holding the assets of the Plan in trust or, in the case of a Trust Fund consisting solely of insurance contracts, the insurer. The use of the term Trustee to refer to the insurer is not intended to indicate the insurer is a trustee within the meaning of state or federal statutory or common law, but merely for convenience of reference in the Plan.

“Trust Fund” means the assets of the Plan held in trust by a Trustee and/or the assets of the Plan which consist of insurance contracts or policies issued by an insurance company.

“Valuation Date” means the last day of the Plan Year or such other dates as the Administrator determines for the purpose of valuing the Trust Fund pursuant to Article IV. For purposes of the non-ESOP portion of the Plan, Valuation Date shall mean each business day of the Plan Year.

“Year of Service” means the applicable 12-month consecutive period during which an employee completes at least 1,000 Hours of Service.

Section 1.03. Construction. Except to the extent preempted by ERISA, the laws of the State of Arkansas, as amended from time to time, shall govern the construction and application of the Plan. Words used in the masculine gender shall include the feminine, and words in the singular shall include the plural, as appropriate. The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall refer to the entire Plan, not to a particular section. Any mention of “Articles,” “sections” and “subdivisions” thereof, unless stated specifically to the contrary, refers to Articles, sections or subdivisions thereof in the Plan. All references to statutory sections shall include the section so identified, as amended from time to time, or any other statute of similar import. If any provisions of the Code or ERISA render any provision of this Plan unenforceable, such provision shall be of no force and effect only to the minimum extent required by such law.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

Section 2.01. Eligible Class of Employees. An employee eligible to participate in the Plan is any employee of an Employer who is reported on the payroll records as a common-law employee, regardless of any subsequent reclassification. However, the following are not eligible employees: (a) members of a collective-bargaining unit in relation to which retirement benefits were a subject of good-faith bargaining with the Employer, unless such collective-bargaining agreement provides for coverage of such employee under this Plan; (b) nonresident aliens who receive no earned income from the Employer which constitutes income from sources within the United States; (c) Leased Employees; and (d) Acquired Employees, except Acquired Employees who become or are made eligible (by an affirmative action) in accordance with Section 1.02.

Section 2.02. Conditions of Eligibility. An employee who is eligible to participate in the Plan, as defined in Section 2.01, shall participate in the Plan as of the commencement date defined in Section 2.03 after he has attained age 21 and completed the required eligibility service. “Eligibility service” for purposes of Elective Contributions under Sections 3.02 and 3.04, matching contributions under Section 3.05 and Employer contributions under Section 3.06 shall mean one month of service commencing on the date an employee first performs an Hour of Service.If the employee was employed by a company acquired by the Employer (a “Prior Employer”), and employment with the Prior Employer is credited as Hours of Service, such service shall be treated as “eligibility service” under this Section 2.02.

Section 2.03. Commencement of Participation. An employee who meets the eligibility requirements of Sections 2.01 and 2.02 shall commence participation in the Plan on the first day of the month coincident with or immediately following the date the employee satisfies such eligibility requirements.

Section 2.04. Termination of Participation. On the date a Participant’s Employment terminates or, if earlier, the date he no longer is a member of the eligible class of employees pursuant to Section 2.01, the Participant shall be deemed a former Participant. Status as a former Participant shall continue until the date the Plan has satisfied all liabilities with respect to the former Participant.

Section 2.05. Reemployment.

(a) Prior to a Break in Service. If a Participant terminates Employment and subsequently resumes Employment prior to his incurring a Break in Service, the rehired employee shall immediately participate in the Plan.

(b) After a Break in Service. If a Participant terminates Employment with vested rights in his Account and subsequently resumes Employment after incurring a Break in Service, the rehired employee shall immediately participate in the Plan.

If a Participant terminates Employment with no vested rights in his Account and resumes Employmentbefore incurring a period of Breaks in Service equaling or exceeding the greater of (i) five consecutive years or (ii) the number of Years of Service he completed prior to the Break in Service, the rehired employee shall immediately participate in the Plan.

If a Participant terminates Employment with no vested rights in his Account and subsequently resumes Employmentafter incurring a period of Breaks in Service equaling or exceeding the greater of (A) five consecutive years or (B) the number of Years of Service he completed prior to the Break in Service, the rehired employee shall be treated as a new employee for eligibility purposes and shall participate in the Plan pursuant to Sections 2.01, 2.02 and 2.03 above.

For purposes of this Section 2.05(b), the number of Years of Service the Participant completed prior to the Break in Service shall not include any Years of Service disregarded pursuant to this Section 2.05(b) by reason of prior Breaks in Service.

ARTICLE III

CONTRIBUTIONS AND ALLOCATIONS

Section 3.01. Contribution and Allocation Restrictions. All contributions and allocations provided for in this Article III are subject to the limitations and restrictions set forth in Article V.

Section 3.02. Elective Contributions.

(a) Amount. For each Plan Year, a Participant may direct the Employer to make “Elective Contributions” on his behalf directly to the Trust Fund subject to reasonable procedures established by the Administrator. The Employer shall make Elective Contributions on behalf of a Participant in lieu of the Employer’s payment of an equal amount to the Participant as direct remuneration for the Plan Year, provided the Participant elects to defer such amounts prior to the date such amounts become currently available to the Participant. Such amounts may be contributed to the Plan only if such amounts would have been received by the Participant, but for the Participant’s election, on or before two and one-half months following the end of the Plan Year. A Participant’s Elective Contributions may not exceed the lesser of (i) 75% of the Participant’s Compensation for each pay period (or bonus payment) or (ii) for each calendar year, the $15,000 limit of Code Section 402(g) as adjusted annually for increases in the cost of living by the Secretary of the Treasury or his delegate and as in effect for such calendar year; provided, however, the limitations under this Section 3.02(a) shall not apply to amounts contributed pursuant to Section 3.03 of the Plan and Code Section 414(v).

(b) Allocation. As soon as administratively practicable, the Administrator shall allocate the Elective Contributions to the Elective Contribution Accounts of the Participants for whom such contributions were made.

(c) Enrollment.Participants may enroll to make Elective Contributions effective as of the first day of any Plan Year or as of the first day of the month of any Plan Year (or such other date or dates as the Employer may establish).

(d) Discontinue Elective Contributions.Unless otherwise authorized pursuant to rules prescribed by the Administrator, a Participant may entirely discontinue his Elective Contributions effective as of the first day of any pay period by filing with the Administrator, within a reasonable time as determined by the Administrator prior to the effective date, a revised written election directing the Employer to discontinue his Elective Contributions. A Participant who discontinues his Elective Contributions may again enroll to make Elective Contributions for any subsequent pay period. The Participant’s subsequent enrollment will be effective only as of the dates provided and pursuant to the terms specified in subsection (c) above.

(e) Increase or Decrease in Elective Contributions.Unless otherwise authorized pursuant to rules prescribed by the Administrator, a Participant may increase or decrease the amount of his Elective Contributions effective as of the first day of any pay period by filing a revised written election with the Administrator within a reasonable time, as determined by the Administrator, prior to the effective date.

(f) Return of Excess Elective Contributions.If a Participant notifies the Administrator in writing by March 1 following the close of a calendar year that the Participant has made excess Elective Contributions for that year, the Administrator shall distribute to the Participant the amount of the excess Elective Contributions allocable to the Plan (plus or minus any Income or loss allocable thereto). Alternatively, the Employer may designate on behalf of the Participant excess Elective Contributions under the Plan and other plans of the Employer. Such distribution shall occur by the April 15 immediately following the close of the calendar year in which the excess Elective Contributions were contributed to the Plan. The amount of “excess Elective Contributions” for any calendar year shall equal (i) the sum of amounts contributed to the Plan as Elective Contributions on behalf of the Participant plus amounts deferred by the Participant pursuant to other arrangements described in Code Sections 401(k), 408(k) and 403(b) (the ‘total Elective Contributions’) minus (ii) the greater of the limit of Code Section 402(g), as adjusted annually for increases in the cost of living by the Secretary of the Treasury or his delegate from time to time. If a Participant made Roth Contributions for the applicable year, the Participant may designate which portion of such distribution will represent Roth Contributions, in accordance with rules prescribed by the Administrator and on such forms as the Administrator may require. A Participant who fails to make such a designation will be deemed to have elected a refund first from his Elective Contribution Account and then from his Roth Contribution Account, if necessary, to distribute the full amount required. The Participant’s written notification must contain a statement to the effect that if such excess Elective Contributions were not distributed, the Participant’s total Elective Contributions would exceed the limit specified in Code Section 402(g) for the calendar year in which such Elective Contributions were made.

The Income or loss allocable to excess Elective Contributions shall be equal to the sum of the allocable gain or loss for the calendar year only and not for the period after the close of such calendar year. Income allocable to excess Elective Contributions shall be determined (A) under any reasonable method used for allocating Income to all Participants’ Accounts as applied consistently to all Participants for the Plan Year or (B) by multiplying Income allocable to the Participant’s Account for the calendar year by a fraction the numerator of which is such Participant’s excess Elective Contributions for the year and the denominator of which is the Participant’s Account balance attributable to Elective Contributions as of the beginning of the calendar year plus the Participant’s Elective Contributions for the calendar year.

To the extent required by applicable nondiscrimination regulations, any matching contribution relating to an excess Elective Contribution, which is distributed in accordance with this paragraph (f), shall be declared a Forfeiture as of the end of the Plan Year in which the excess Elective Contribution is distributed (even if the Participant is vested in such matching contributions) except to the extent the matching contribution is an excess aggregate contribution which is distributed to a highly compensated employee in accordance with Section 5.04.

Section 3.03. Catch-up Contributions. All Participants eligible to make Elective Contributions under this Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Code Section 414(v). Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 410(b) or 416, as applicable, by reason of the making of such catch-up contributions.

Section 3.04. Roth Contributions

(a) Amount. A Participant may irrevocably direct that all or a portion of his Elective Contributions under Section 3.02 be classified as Roth Contributions. A Participant’s Roth Contributions will be treated as Elective Contributions for all purposes of the Plan, except as provided below or specifically provided otherwise in the Plan.

(b) Allocation. As of the last day of each payroll period and following the allocation of Income pursuant to Article IV, the Administrator shall allocate a Participant’s Roth Contributions to his Roth Contribution Account. No contributions other than Roth Contributions and earnings (or losses or expenses) thereon will be credited to a Participant’s Roth Contribution Account.

(c) Enrollment. A Participant must designate on his enrollment materials, governed under Section 3.02(c), which portion of his Elective Contributions, if any, are Roth Contributions. Such designation is irrevocable once the Roth Contributions are withheld from the Participant’s pay. A Participant may change the classification of or discontinue his Roth Contributions on a prospective basis in accordance with Section 3.02(d) or (e).

(d) Return of Excess Contributions. To the extent Section 3.02(f) applies to a Participant, the Participant may designate which portion of his distribution of excess Elective Contributions, if any, represents Roth Contributions in accordance with rules established by the Administrator.

(e) Catch-up Contributions. To the extent a Participant is able to make catch-up contributions pursuant to Section 3.03, he may classify all or a portion of his catch-up contributions as Roth Contributions.

(f) Taxation.The Plan will treat Roth Contributions as wages subject to applicable withholding and tax reporting requirements.

Section 3.05. Matching Contributions.

(a) Matching Contribution. Each qualifying Participant’s Account shall be eligible for an allocation of the matching contribution, if any, as indicated below,provided the Participant directs the Employer to make Elective Contributions on his behalf.

(b) Amount. The amount of the matching contribution, if any, shall be a percentage of the employee’s Compensation for the payroll period to which the matching contribution relates.

(c) Qualifying Participants.A Participant’s Account may be eligible for an allocation of a matching contribution, if any, provided the Participant directs the Employer to make Elective Contributions on his behalf for that payroll period. This Section refers to Participants whose Accounts are entitled to an allocation pursuant to this subsection (c) as “qualifying Participants.”

(d) Allocation. As of the last day of each payroll period, and following the allocation of Income pursuant to Article IV, the Administrator may choose to allocate any matching contribution to the Matching Contribution Accounts of qualifying Participants. The Administrator shall deposit any matching contributions not later than the time prescribed by law for filing the Employer’s federal income tax return for the fiscal (or taxable) year within which such Plan Year ends (including extensions thereof).

(e) Catch-up. Catch-up contributions shall be treated as Elective Contributions for purposes of calculating any matching contribution under this Section.

Section 3.06. Employer Contributions.

(a) Qualifying Participants. Each Participant’s Account may be eligible for an allocation of an Employer contribution, if any, made to the Trust Fund for the Plan Year,provided the Participant completed 1,000 Hours of Service during the Plan Year and is employed by the Employer on the last day of the Plan Year or terminates Employment prior to the last day of the Plan Year because of death, Total and Permanent Disability or attainment of his Normal Retirement Age. The Plan refers to Participants whose Accounts are entitled to an allocation pursuant to this Section as “qualifying Participants.”

(b) Amount.The Employer may contribute an Employer contribution to the Trust Fund for each Plan Year. The amount of the contribution, if any, for a Plan Year shall equal the amount determined by the Employer.

(c) Allocation. As of the last day of each Plan Year, and following the allocation of Income pursuant to Article IV, the Administrator shall allocate the Employer contribution for the year among the Employer Contribution Accounts of qualifying Participants. The amount allocated on behalf of each qualifying Participant shall bear the same proportion to the total base contribution as the Participant’s total Compensation for the Plan Year bears to the total Compensation of all qualifying Participants for the Plan Year.

Section 3.07. Allocation of Forfeitures. The Administrator shall apply Forfeitures, if any, to restore Forfeitures pursuant to Section 6.03(b), to reduce Plan expenses and to reduce Employer contributions to the Plan. As of the last day of the Plan Year and following the allocation of Income pursuant to Article IV, the Administrator may apply any remaining Forfeitures as an additional Employer contribution.

Forfeitures which are attributable to the ESOP shall first be made available to reinstate previously forfeited balances from ESOP Accounts to any former Participants who were participants in the ESOP prior to May 31, 2006. Any remaining ESOP Forfeitures shall be allocated among Participants who were participants in the ESOP on or prior to May 31, 2006, and employed on the last day of the Plan Year in which such amounts became Forfeitures, in the same proportion each such Participant’s Compensation for the year bears to the total Compensation of all such Participants.

Section 3.08. Top-heavy Contributions.

(a) Required Contribution. For each Plan Year the Plan is top-heavy within the meaning of Section 5.02 below, the Employer shall contribute to the Trust Fund such amount, if any, necessary for the allocation specified in paragraph (b) below.

(b) Allocation.

(i) Except as provided in paragraph (ii) below, and as of the last day of any Plan Year during which the Plan is top-heavy, the Employer contributions and Forfeitures for a Plan Year allocated on behalf of any Participant employed by the Employer on the last day of such Plan Year (without regard to the number of Hours of Service he accumulated during such Plan Year) shall not be less than the top-heavy contribution. A “top-heavy contribution” is an Employer contribution (not including Elective Contributions) equaling (when combined with Employer contributions on behalf of such Participant to this and other defined contribution plans maintained by an Employer and qualified pursuant to Code Section 401(a)) the lesser of (A) 3% of the Participant’s compensation or (B) the same percentage of the Participant’s compensation for such year as the highest percentage of a Key Employee’s compensation that the allocation of Employer contributions and Forfeitures (including allocations of Elective Contributions and matching contributions) to that Key Employee’s Account totals for such year. Compensation for purposes of this Section shall mean “compensation” as defined in Section 5.01(c) below.

(ii) The provision in paragraph (i) above shall not apply to any Participant who is covered under any other qualified plan(s) of the Employer and the minimum allocation or benefit requirement applicable to top-heavy plans is met in the other plan(s). Unless the Employer directs to the contrary, the top-heavy contribution on behalf of each Participant shall be made to the Plan prior to being made under another qualified plan sponsored by the Employer.

(c) Matching Contributions. Notwithstanding subsection (b)(i) above, the Plan may utilize matching contributions to satisfy a required top-heavy contribution.

Section 3.09. Rollovers From Other Employee Benefit Plans. Any employee of the Employer who is a member of an eligible class of employees pursuant to Section 2.01 and who (a) participated in another retirement plan and trust qualified pursuant to Code Sections 401(a) and 501(a) (“qualified plan”) or (b) is entitled to a benefit from the qualified retirement plan of a spouse or former spouse pursuant to qualified domestic relations order may deposit in the Trust Fund any portion of an eligible rollover distribution paid from another qualified plan in a direct rollover or which he received personally (either directly from such plan or as a rollover from an individual retirement account or annuity), provided that amounts not paid in a direct rollover must be deposited in the Plan within 60 days following receipt of such amounts. In addition, and in accordance with the above, the Plan will accept Participant rollover contributions and direct rollovers of an eligible rollover distribution from a qualified plan described in Code Section 403(a), an annuity contract described in Code Section 403(b), or an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, any agency or instrumentality of a state or political subdivision of a state. The Plan will also accept a Participant rollover from an individual retirement account described in Code Section 408(a) or (b) that is eligible to be rolled over and would otherwise be included in gross income. The Plan will not accept a rollover of employee after-tax contributions except to the extent the contributions were made pursuant to a ‘qualified Roth contribution program,’ as defined by Code Section 402A, and only in accordance with Code Section 402A. Before accepting such a rollover, the Administrator shall require such Participant’s consent and may require such documentation and information as it deems necessary. An employee who rolled over amounts pursuant to this Section, or on whose behalf such a rollover occurred, shall always remain 100% vested in such rolled-over amounts and the Income thereon. Immediately upon receipt, the Administrator shall allocate amounts rolled over by, or on behalf of, a Participant to his Rollover Account.

If an individual who rolled over amounts to the Trust Fund pursuant to this Section, or on whose behalf such a rollover occurred, does not otherwise qualify to become a Participant, he shall, nonetheless, constitute a Participant only in relation to such rolled-over amounts and the Income thereon.

Section 3.10. Participant After-tax Contributions.The Plan does not require after-tax contributions but permits them to the extent they are Roth Contributions.

Section 3.11. Determination and Form of Contributions. The Employer shall determine the amount of any contribution made by it pursuant to this Plan. The Employer’s determination of such contribution shall bind all Participants, the Trustee and the Administrator. Such determination shall be final and conclusive and shall not be subject to change as a result of a subsequent audit by the Internal Revenue Service or as a result of any subsequent adjustment of the Employer’s records.

Employer contributions may be made in the form of cash, Company Stock or both.

The Trustee shall have no right or duty to inquire into the amount of the Employer’s contribution or the method used in determining the amount of such contribution. The Trustee shall be accountable only for funds it actually receives.

Section 3.12. Time of Payment of Contributions.The Employer shall pay its contribution for each of its fiscal years to the Trustee within the time prescribed by law, including extensions, for the filing of the Employer’s federal income tax return for such year or within such other period as provided in Code Section 404(a)(6). The Employer shall pay Elective Contributions to the Trustee as of the earliest date the Employer can reasonably segregate such contributions from its general assets but no later than the fifteenth day of the month immediately following the month in which such amounts would otherwise have been payable to the Participant.

Elective Contributions must be made after the deferral election is made and after the Participant’s performance of service with respect to which the contributions are made (or when the cash or other taxable benefit would be currently available, if earlier). Notwithstanding the foregoing, the timing of contributions will not be treated as failing to satisfy the requirements of this Section merely because contributions for a pay period are occasionally made before the services with respect to that pay period are performed, provided the contributions are made early in order to accommodate bona fide administrative considerations and are not paid early with a principal purpose of accelerating deductions. Matching contributions may not be contributed to the Plan before the cash or deferred election is made or before the Participant’s performance of services with respect to which the Elective Contributions are made (or when the cash subject to the cash or deferred elections would be currently available, if earlier). An Employer contribution is not a matching contribution made on account of an Elective Contribution if it is contributed before the Elective Contribution. However, Forfeitures may be allocated as matching contributions pursuant to this Article III.

Section 3.13. Return of Contributions.The Trustee shall return Employer contributions made to the Plan in the following circumstances:

(a) The Employer and the Plan hereby condition all Employer contributions to the Plan upon the Employer obtaining a deduction pursuant to Code Section 404(a) in an equal amount for the Employer’s taxable year ending with or within the Plan Year for which the contribution is made. If all or any portion of the Employer’s contribution is not deductible for such year pursuant to Code Section 404(a), the Trustee shall return the nondeductible amount to the Employer, without earnings, but reduced by any losses attributable thereto, within one year of the disallowance of the deduction by the Internal Revenue Service.

(b) The Trustee, at the direction of the Employer, shall return to the Employer, without earnings, but reduced by any losses attributable thereto, any contribution made due to a mistake of fact, provided the Administrator determines such mistake existed at the time of the contribution. The Trustee may only return a contribution pursuant to this subsection (b) within 12 months of the date the contribution was made.

(c) The Employer and the Plan condition all Employer contributions to this Plan upon the initial qualification of the Plan pursuant to Code Section 401(a). Within one year after the date the Internal Revenue Service determines the Plan fails to qualify pursuant to Code Section 401(a), and provided the Plan’s application for determination to the Internal Revenue Service is made within the time prescribed by law, the Trustee shall return to the Employer the entire assets of the Plan attributable to all amounts contributed during the time the Plan failed to qualify.

(d) Upon termination of the Plan and the allocation and distribution of the Trust Fund as provided in this Plan, any funds remaining in the Trust Fund of amounts contributed to the Plan that exceed the limitations imposed under Code Section 415(c) shall revert to the Employer as provided in Treasury Regulation Section 1.401(a)-2.

The Employer shall return Elective Contributions and amounts rolled over into the Plan, if any, and Income thereon to the Participant if such contributions are returned to the Employer pursuant to this Section.

ARTICLE IV

VALUATION

Section 4.01. Allocation of Income to Accounts.The Administrator shall value a Participant’s Account as of each Valuation Date in accordance with the income accounting applicable to each investment fund, security or other investment vehicle in which the assets of the Account are invested and adjust the Account to reflect applicable expenses and all other transactions since the preceding Valuation Date. In all events, earnings and dividends on assets attributable to the ESOP shall be credited solely to the Accounts of Participants who have assets in their Account attributable to the ESOP when such dividends and earning were paid.

Section 4.02. Independent Appraiser.All valuations of Company Stock not readily tradable on an established securities market, with respect to activities carried on by the Plan, shall be made by an independent appraiser, within the meaning of Treasury Regulations prescribed under Code Section 170(a)(1).

Section 4.03. Valuation of Participant’s Account.The Administrator shall determine the value of a Participant’s Account for purposes of the Plan as of the Valuation Date coincident with or immediately preceding the date the distribution occurs or commences or such interim Valuation Date as determined by the Administrator. Such valuation shall include the allocation of contributions or Forfeitures, if any, for such year if the Account otherwise qualifies for such allocation and the Valuation Date is actually the last day of a Plan Year or if the Plan otherwise requires allocation of such amounts as of such Valuation Date. With respect to any transaction between the Plan and a disqualified person as defined in Code Section 4975(e)(2), the Valuation Date shall be the date of the transaction.

ARTICLE V

CONTRIBUTION, ALLOCATION AND
TOP-HEAVY RESTRICTIONS

Section 5.01. Maximum Limits on Allocations.This Section 5.01 shall limit contributions and allocations made pursuant to Article III. This Section 5.01 shall be interpreted and administered in accordance with Code Section 415(c) and the final Treasury Regulations issued thereunder, incorporated herein by reference.

(a) Annual Addition Limitation. Except to the extent permitted in Section 3.03, the annual addition to a Participant’s Account for any limitation year shall not exceed the lesser of 100% of the Compensation (within the meaning of Code Section 415(c)(3)) paid or made available to the Participant in such year or $40,000 (as adjusted under Code Section 415(d)). If the amount the Employer otherwise would contribute to the Participant’s Account would cause the annual additions for the limitation year to exceed the limitation set forth in this Section, the Employer may reduce the amount of its contribution so the annual additions for the limitation year will equal the permissible amount. The Administrator may establish procedures limiting Elective Contributions reasonably designed to prevent excess annual additions.

(b) Annual Addition Definition.“Annual addition” shall mean the sum allocated to a Participant’s Account for any year of contributions and amounts allocated to his benefit pursuant to all other defined contribution plans maintained by the Employer for the limitation year. Contributions allocated to any individual accounts which are part of a pension or annuity plan under Code Sections 415(l) and 419A(d)(2) shall be treated as annual additions to a defined contribution plan. Annual addition also includes Elective Contributions in excess of (i) Code Section 402(g) (as adjusted annually for increases in the cost of living as specified by the Secretary of the Treasury or his delegate) not distributed by the April 15 following the close of the Plan Year, or (ii) the nondiscrimination tests recited in this Article V even if corrected through distribution after the close of the Plan Year. Income attributable to a Participant’s Elective Contributions, which are distributed pursuant to Section 5.01(e) below, shall be included as an annual addition unless also distributed pursuant to Section 5.01(e) below. The annual addition shall not include the allocation to a Participant’s Account of Income pursuant to Section 4.01. In the event the proceeds of an Acquisition Loan are used to purchase Company Stock which is held in a suspense account, computation of annual additions pursuant to this Article V shall be made with respect to Company contributions used to repay the Acquisition Loan and not with respect to the amount of annual allocations from the suspense account.

Forfeitures of Company Stock acquired solely with the proceeds of an Acquisition Loan and Company contributions that relate to interest payments on obligations of any Acquisition Loan shall not be considered an annual addition, provided no more than one-third of the Company’s contribution for the year is allocated to employees who are highly compensated as defined in Section 5.06.

(c) Compensation Definition.“Compensation” for purposes of this Section 5.01, unless otherwise elected by the Administrator for a limitation year, shall mean wages, tips and other compensation within the meaning of Code Section 3401(a) actually paid or made available from the Employer, which are required to be reported on the employee’s IRS Form W-2 under Code Sections 6041(d), 6051(a)(3) and 6052 as referenced in Treasury Regulations Section 1.415(c)-2(d)(4). Compensation must be determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed.

(i) Inclusion of Elective Contributions. “Compensation” includes contributions made by the Employer on behalf of the employee not includable in income under a cafeteria plan (pursuant to Code Section 125), a Code Section 401(k) arrangement (pursuant to Code Section 402(e)(3)), a simplified employee pension (pursuant to Code Section 402(h)), a SIMPLE retirement account (pursuant to Code Section 402(k)), a qualified transportation fringe benefit (pursuant to Code Section 132(f)(4)) or a tax-sheltered annuity or account (pursuant to Code Section 403(b)) and compensation deferred under an eligible deferred compensation plan of a state or local government or tax-exempt organization within the meaning of Code Section 457(b) and employee contributions under governmental plans described in Code Section 414(h)(2).

(ii) Exclusion of Severance Pay. “Compensation” shall not include any postseverance compensation unless such payment would have been paid to the employee prior to severance of Employment if the employee had continued Employment with the Employer. Postseverance compensation means amounts paid by the later of (A) two and one-half months after an employee’s severance from Employment with the Employer, or (B) the end of the limitation year that includes the date of severance from Employment with the Employer, and those amounts would have been included in the definition of Compensation if they were paid prior to the employee’s severance from Employment with the Employer.

(d) Limitation Year Definition.The “limitation year” shall be the Plan Year.

(e) Correction of Excess Amount and Other Rules.The Administrator shall reallocate the excess of a Participant’s annual addition over the limits stated above, provided such excess is not subject to refund or reversion pursuant to Article III, in accordance with subparagraph (i) below and any one of the other following subparagraphs:

(i) The Plan may be eligible for self-correction using a method consistent with Rev. Proc. 2013-12, and any superseding guidance.

(ii) Restorative payments allocated to a Participant’s Account, which include payments made to restore losses to the Plan resulting from actions (or a failure to act) by a fiduciary for which there is a reasonable risk of liability under Title I of ERISA or under other applicable federal or state law, where similarly situated Participants are similarly treated, shall not give rise to an annual addition for any limitation year.

(iii) The Plan’s definition of Compensation in this Section for a limitation year used for purposes of Code Section 415 may not reflect Compensation for a limitation year greater than the limit under Code Section 401(a)(17) that applies to that limitation year.

(iv) Compensation shall include distributions from a nonqualified unfunded deferred compensation plan.

(v) In the case of a Participant who is permanently and totally disabled (as defined in Code Section 22(e)(3)), the Participant’s Compensation shall be compensation the Participant would have received for the limitation year if the Participant had been paid at the Participant’s rate of compensation paid immediately before becoming permanently and totally disabled (if such compensation is greater than the Participant’s compensation without regard to this sentence). The preceding sentence shall apply only if (A) the Participant is not a highly compensated employee immediately before becoming disabled, and (B) the contributions made with respect to amounts treated as Compensation for such disabled Participant are nonforfeitable when made.

(vi) Compensation shall include other Compensation paid by the later of: (A) two and one-half months after an employee’s severance from Employment with the Employer maintaining the Plan or (B) the end of the limitation year that includes the date of the employee’s severance from Employment with the Employer maintaining the Plan if the payment is regular Compensation for services during the employee’s regular working hours, or Compensation for services outside the employee’s regular working hours (e.g., overtime or shift differential), commissions, bonuses or other similar payments, and the payment would have been paid to the employee prior to a severance from Employment if the employee had continued in Employment with the Employer.

(vii) The exclusions from Compensation for payments after severance from Employment do not apply to payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Code Section 414(u)(1)) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service.

Section 5.02. Top-heavy Restrictions.Annually, as of each determination date, the Administrator shall apply the tests recited in Code Section 416 to determine if the Plan is top-heavy.

(a) General Rule.Generally, the Plan will be “top-heavy” for any Plan Year, if, as of the determination date, the Plan’s accumulations in the Accounts of Key Employees exceed 60% of its accumulations in the Accounts of all Participants. To determine if the Plan is top-heavy, the Administrator shall (i) include in each Participant’s Account distributions made with respect to the Participant under the Plan and any plan aggregated with the Plan under Code Section 416(g)(2) during the one-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other than separation from service, death or disability, this provision shall be applied by substituting “five-year period” for “one-year period.” The accrued benefits and Accounts of any individual who has not performed services for the Employer during the one-year period ending on the determination date shall not be taken into account.

(b) Determination Date. For the first Plan Year, the “determination date” is the last day of that Plan Year. For any other Plan Year, the “determination date” is the last day of the immediately preceding Plan Year.

(c) Aggregating Plans. In determining whether the Plan is top-heavy, the Administrator shall aggregate the Plan with (i) each other plan of the Employer in which a Key Employee participated during the Plan Year containing the determination date or the four immediately preceding years (regardless of whether the Plan has terminated) and (ii) each other plan of the Employer which enables any plan in which a Key Employee participates to meet the requirements of Code Section 401(a)(4) or 410. The Administrator may, in making its determination, aggregate the Plan with one or more other plans of the Employer if such plans, as a group, would continue to meet the requirements of Code Sections 401(a)(4) and 410. In determining whether this Plan is top-heavy, the Administrator shall consider the present value of accrued benefits and the sum of account balances under all plans aggregated pursuant to Code Section 416.

(d) Consequences. If the Plan is top-heavy for a year, the top-heavy contribution and allocation directions of Article III shall apply.

Section 5.03. Actual Deferral Percentage Test.

(a) Applying the Test. The actual deferral percentage (the “ADP”) for Participants who are highly compensated employees (“HCEs”) may not exceed the greater of:

(i) 1.25 times the ADP for the Plan Year for all Participants who are not HCEs; or

(ii) the lesser of (A) two times the ADP for the Plan Year of Participants who are not HCEs or (B) the ADP for the Plan Year of Participants who are not HCEs plus two percentage points.

Notwithstanding the foregoing, when applying the test in Section 5.03(a), the Employer may elect to use the ADP for the immediately preceding Plan Year for those Participants who are not HCEs; provided, however, that any such election can be made only as permitted through the adoption of an amendment to the Plan in accordance with Section 11.01 and as permitted by applicable Treasury Regulations.

The Administrator shall determine the Participants’ deferral percentages consistent with Code Section 401(k)(3) and applicable Treasury Regulations, which the Plan incorporates by reference. The Employer shall maintain records sufficient to demonstrate satisfaction of the ADP test and the amount of qualified nonelective contributions, if any, used in such test.

In the event the Employer aggregates the Plan with any other plan(s) for coverage or nondiscrimination purposes under Code Sections 410(b) and 401(a)(4), the Employer must combine the 401(k) arrangements under such plans to determine whether either plan satisfies the ADP test. Such aggregation shall apply to all Participants regardless of their classification as an HCE or a non-HCE. Such aggregation shall not apply to, and is not permitted for, plans with different plan years or plans that do not use the same ADP testing method as described in this Section.

(b) ADP Defined. For each Plan Year, the Administrator shall determine the “ADP” for the Participants who are HCEs and all other Participants as follows:

(i) The ADP for a group of Participants shall equal the average of the ratios, calculated separately for each Participant in the group, of (A) the allocations of Elective Contributions and qualified nonelective contributions, not including Income, which the Administrator determines for a Plan Year, to (B) the Participant’s Compensation for that Plan Year. The ADP of a Participant who makes no Elective Contributions is zero. Excess Elective Contributions attributable to Participants who are not HCEs are not taken into account for purposes of ADP testing; and

(ii) The ADP for any Participant who is an HCE and eligible to have Elective Contributions allocated to his Account pursuant to two or more plans or arrangements described in Code Section 401(k) and maintained by an Employer shall be determined as if all such contributions were made pursuant to a single arrangement.

(c) Excess Contributions. If, for any Plan Year, the aggregate amount of contributions to the Accounts of Participants who are HCEs exceeds the maximum amount permitted in paragraph (a) above, the Administrator may distribute such excess amount plus or minus any Income (including losses) to such excess amount to some or all of the Participants who are HCEs. Such distributions may occur during the period beginning on the first day following the close of the Plan Year in which the excess contributions arose and ending on the date that is two and one-half months from the close of such Plan Year, but in no event later than the close of the following Plan Year.

If the ADP test is not satisfied, the following procedure shall be applied to determine the amounts returned or recharacterized. First, the total excess contributions for all HCEs as a group shall be determined by calculating the amount by which the Elective Contributions of each HCE must be reduced to equal the actual deferral ratio (as defined in Code Section 401(k)) that causes the ADP test to be satisfied. Beginning with the HCE with the highest actual deferral ratio, the ratio must be reduced until the actual deferral ratio for such HCE is reduced to the greater of (i) the actual deferral ratio that causes the ADP test to be satisfied or (ii) the actual deferral ratio of the HCE with the next highest actual deferral ratio. The calculation described in the preceding sentence shall be continued until the resulting actual deferral ratio causes the ADP test to be satisfied. The total excess contribution equals the sum of the amounts by which the HCE’s Elective Contributions must be reduced. Second, the amount of the excess contributions for each HCE shall be determined. The HCE(s) with the largest dollar amount of Elective Contributions shall have an amount returned equal to the lesser of (A) the amount that will cause the dollar amount of such HCE(s)’ Elective Contributions to equal the dollar amount of Elective Contributions of the HCE(s) with the next-highest amount of Elective Contributions or (B) the amount of the aggregate excess contribution. HCEs who have contributed the same dollar amount of Elective Contributions shall have an equal dollar amount of Elective Contributions returned. This procedure shall be repeated until the total excess contribution is exhausted. The amounts returned shall be reduced by any amounts previously returned. The amounts returned shall be adjusted to reflect any Income attributable to such contributions for the period ending with the last day of the Plan Year in which the Elective Contributions were made.

An HCE who will receive a distribution of excess Elective Contributions pursuant to this subsection and who made pre-tax Elective Contributions and Roth Contributions during the applicable Plan Year may designate which portion of his distribution will represent Roth Contributions, in accordance with the rules prescribed by the Administrator and on such forms the Administrator may require. An HCE who fails to make such a designation will be deemed to have elected a distribution first from his Elective Contribution Account and then from his Roth Contribution Account, if necessary, to distribute the full amount required.

Income allocable to excess contributions shall be determined (i) under any reasonable method used for allocating Income to all Participants’ Accounts as applied consistently to all Participants for the Plan Year or (ii) by multiplying Income allocable to the Participant’s Elective Contributions (and qualified nonelective contributions) for the Plan Year by a fraction the numerator of which equals the Participant’s excess contributions for the year and the denominator of which equals the Participant’s Account balance attributable to Elective Contributions (and qualified nonelective contributions) as of the beginning of the Plan Year plus the Participant’s Elective Contributions (and qualified nonelective contributions) for the Plan Year. The Plan may distribute excess contributions (and Income) without regard to consent otherwise required for Plan distributions.

Section 5.04. Actual Contribution Percentage Test.

(a) Applying the Test.The actual contribution percentage (the “ACP”) for Participants who are HCEs may not exceed the greater of:

(i) 1.25 times the ACP for the Plan Year for all Participants who are not HCEs; or

(ii) the lesser of (A) two times the ACP for the Plan Year of Participants who are not HCEs or (B) the ACP for the Plan Year of Participants who are not HCEs plus two percentage points.

Notwithstanding the foregoing, when applying the test in this Section, the Employer may elect to use the ACP for the immediately preceding Plan Year for those Participants who are not HCEs; provided, however, that any such election can be changed subsequently only as permitted by applicable Treasury Regulations.

The Administrator shall determine the Participants’ contribution percentages consistent with Code Section 401(m)(3) and applicable Treasury Regulations, which the Plan incorporates by reference. The Employer shall maintain records sufficient to demonstrate satisfaction of the ACP test and the amount of qualified nonelective contributions and qualified matching contributions, if any, used in such test.

(b) ACP Defined.For each Plan Year, the Administrator shall determine the “ACP” for the Participants who are HCEs and all other Participants as follows:

(i) The “ACP” for a group of Participants shall equal the average of the ratios, calculated separately for each Participant in the group, of (A) the allocations of matching contributions (to the extent not taken into account for purposes of the ADP test) (not including Income) for a Plan Year to (B) the Participant’s Compensation for that Plan Year. Qualified nonelective contributions or qualified matching contributions, if any (to the extent not taken into account for purposes of the ADP test), may be taken into account for purposes of calculating the ACP for Participants.

(ii) The “ACP” for any highly compensated Participant who is an HCE and eligible to have matching contributions, if any, allocated to his account pursuant to two or more plans or arrangements described in Code Section 401(m) and maintained by an Employer shall be determined as if all such matching were made pursuant to a single arrangement.

(c) Excess Aggregate Contributions.If the ACP test is not satisfied, the following procedure shall be applied to determine the amounts returned or recharacterized. First, the total excess aggregate contributions for all HCEs as a group shall be determined in a manner similar to that described in Section 5.03(c). The Administrator shall determine the portion of such excess aggregate contributions attributable to some or all of the Participants who are HCEs on the basis of the amount of contributions made on behalf of, or by, each such HCE to the Plan for the Plan Year, and shall do so by attributing such excess aggregate contributions to Participants who are HCEs in order of the dollar amount of contributions made by or on behalf of such HCEs to the Plan for the Plan Year, beginning with the highest dollar amount of contributions, until the total amount of excess aggregate contributions is attributed.

The Administrator shall distribute the vested portion of such excess amount to each affected Participant plus or minus any Income (including losses) allocable to the vested portion of such excess amount. Such distributions may occur during the period beginning on the first day following the close of the Plan Year in which the excess contributions arose and ending on the date two and one half months from the close of the Plan Year, but in no event later than the close of the following Plan Year. The nonvested portion of such excess amount, plus or minus any Income allocable to such nonvested portion, shall be forfeited from each affected Participant’s Matching Contribution Account as of the last day of the Plan Year in which the vested portion of such excess amount is distributed. The Administrator shall calculate any excess pursuant to this paragraph after determining the amount of excess elective deferrals pursuant to Article III and the amount of contributions in excess of the ADP test. The amounts returned shall be adjusted to reflect any Income attributable to such contributions for the period ending with the last day of the Plan Year for which the contributions were made.

Income allocable to excess aggregate contributions shall be determined (i) under any reasonable method used for allocating Income to all Participants’ Accounts as applied consistently to all Participants for the Plan Year or (ii) by multiplying Income allocated to the Participant’s matching contributions for the Plan Year by a fraction the numerator of which equals the Participant’s excess aggregate contributions for the year and the denominator of which equals the Participant’s Account balance attributable to matching contributions (and qualified matching contributions, if any) as of the beginning of the Plan Year and qualified matching contributions, if any, for the Plan Year. The Plan may distribute excess aggregate contributions (and Income) without regard to consent otherwise required for Plan distributions.

Section 5.05. Qualified Nonelective Contributions and Qualified Matching Contributions. Pursuant to Treasury Regulations and in lieu of distributing excess contributions or excess aggregate contributions, the Employer may elect to make qualified nonelective contributions or qualified matching contributions to the Plan on behalf of Participants.

(a) Qualified Nonelective Contributions. “Qualified nonelective contributions” means contributions (other than matching contributions) made by the Employer and allocated to Participants’ Accounts that the Participants may not elect to receive in cash until distributed from the Plan; that are nonforfeitable when made; and that are distributable only in accordance with the distribution provisions applicable to Elective Contributions, all pursuant to Code Sections 401(k)(2)(B) and (C). The Administrator shall allocate qualified nonelective contributions to the Participants’ Elective Contribution Accounts in a manner that does not discriminate in favor of HCEs.

(b) Qualified Matching Contributions. “Qualified matching contributions” means matching contributions made by the Employer that are nonforfeitable when made and that are distributable only in accordance with the distribution provisions applicable to Elective Contributions. The Administrator shall allocate qualified matching contributions in a uniform, nondiscriminatory manner to the Participants’ Elective Contribution Accounts.

(c) Disproportionate QNECs Used in ADP and/or ACP Tests. All or part of a non-HCE’s qualified nonelective contributions may be taken into account in meeting the ADP or ACP test only to the extent such contributions are not treated as disproportionate within the meaning of Treasury Regulations Section 1.401(k)-2(a)(6) and 1.401(m)-2(a)(6), respectively. A qualified nonelective contribution shall be treated as disproportionate to the extent such contributions exceed the product of compensation and the greater of (i) 5%, or (ii) two times the Plan’s representative contribution rate. Any qualified nonelective contribution taken into account under the ACP test (including the determination of the representative contribution rate) is not permitted to be taken into account for purposes of the ADP test (including the determination of the representative contribution rate). Any qualified nonelective contribution taken into account in the ADP test (including the determination of the representative contribution rate) is not permitted to be taken into account for purposes of the ACP test (including the determination of the representative contribution rate).

(i) Representative Contribution Rate. For purposes of this Section, the Plan’s representative contribution rate is the lowest applicable contribution rate of any eligible non-HCE among a group of eligible non-HCEs that consists of half of all eligible non-HCEs for the Plan Year (or, if greater, the lowest applicable contribution rate of any eligible non-HCE in the group of all eligible non-HCEs for the Plan Year and who is employed by the Employer on the last day of the Plan Year).

(ii) Applicable Contribution Rate. For purposes of this Section, the applicable contribution rate for an eligible non-HCE is the sum of such employee’s qualified matching contributions taken into account in determining such employee’s actual deferral percentage rate for the Plan Year and qualified nonelective contributions made for the non-HCE during the Plan Year, divided by the eligible non-HCE’s compensation for the same period.

(iii) Qualified Matching Contributions. Qualified matching contributions satisfy this Section only to the extent such qualified matching contributions are not precluded from being taken into account under the ACP test for the Plan Year under the rules of Treasury Regulations Section 1.401(m)-2(a)(5)(ii).

Section 5.06. Highly Compensated Employee.For purposes of this Article V, HCE shall have the meaning required by Code Section 414(q) and applicable Treasury Regulations. An employee of an Employer shall be an HCE based on the following rules:

(a) In General.For a Plan Year, HCE means any employee of an Employer who:

(i) was a 5% owner of an Employer at any time during the Plan Year or the preceding Plan Year; or

(ii) for the preceding Plan Year received Compensation from an Employer in excess of $80,000 (within the meaning of Code Section 415(c)(3) and as adjusted by the Secretary of the Treasury or his delegate pursuant to Code Section 415(d)).

(b) 5% Owner.An employee of an Employer shall be treated as a 5% owner for any Plan Year if at any time during such Plan Year the employee was a 5% owner (as defined in Code Section 416(i)(1)) of the Employer.

(i) an HCE of the Employer when such individual separated from service with the Employer; or

(ii) an HCE of the Employer at any time after attaining age 55.

Section 5.07. Owner-Employees.Contributions on behalf of Participants who are owner-employees within the meaning of Code Section 401(c) will be made only with respect to the earned income of such owner-employee derived from the trade or business with respect to which the Plan is established.

Section 5.08. Suspension of Contributions.Notwithstanding any provision of the Plan to the contrary, the Administrator may suspend Participant Elective Contributions and/or Employer contributions (including matching contributions) to the Plan at any time if the Administrator determines such contributions may be in excess of any limitation set forth in the Plan or imposed by law. Such limitations include, but are not limited to, the annual addition limitation of Code Section 415(c), the elective deferral dollar limitation of Code Section 402(g), the actual deferral limitation of Code Section 401(k)(3), the actual contribution limitation of Code Section 401(m)(2) or the Participant’s attainment of the annual Compensation limit described in the definition of “Compensation.”

Section 5.09. Change From Current Year to Prior Year Testing.If the Company elects current year testing in accordance with Sections 5.03(a) and 5.04(a), the Company may subsequently elect prior year testing for a Plan Year only if the Plan has used current year testing for each of the preceding five Plan Years (or, if lesser, the number of Plan Years the Plan has been in existence) or if, as a result of a merger or acquisition described in Code Section 410(b)(6)(C)(i), the Company maintains both a plan using prior year testing and a plan using current year testing and the change is made within the transition period described in Code Section 410(b)(6)(C)(ii). The foregoing rules shall apply separately to the ADP and ACP tests.

Section 5.10. Highly Compensated Employee in More Than One Plan.If an HCE participates in two or more cash or deferred arrangements of the same Employer, all Elective Contributions and other contributions made during the Plan Year under all such arrangements (regardless of the plan year of the other plans) shall be aggregated in determining the actual deferral rate and actual contribution rate in the Plan in accordance with applicable Treasury Regulations.

Section 5.11. Additional Nondiscrimination Testing Rules.

(a) Plan Coverage Change.If the Plan uses the prior year testing method for either the ADP or ACP test and is involved in a plan coverage change as defined in Treasury Regulations Section 1.401(k)-2(c)(4) and/or 1.401(m)-2(c)(4), then any adjustments to the non-HCEs’ prior year percentages will be made in accordance with such regulations.

(b) Contributions Used To Satisfy the ADP/ACP Tests.The Administrator may use any Employer and/or employee contribution to meet the requirements of the ADP and ACP tests to the extent permitted by applicable Treasury Regulations.

(c) Correction Methods.The Administrator may use any correction method to correct excess contributions and/or excess aggregate contributions as permitted by applicable Treasury Regulations.

(d) Plans Using Differing Testing Methods.The Plan may use differing testing methods (i.e., current year/prior year) for the ADP and ACP tests. For example, the Plan may use the prior year testing method for the ADP test and the current year testing method for its ACP test for a Plan Year. If the Plan uses differing methods, the Plan may not use Elective Contributions in the ACP test and may not use qualified matching contributions in the ADP test.

(e) Aggregation. The Plan may not be aggregated for testing purposes if the plans to be aggregated use differing testing methods (i.e., current year/prior year). For example, a Plan (within the meaning of Treasury Regulations Section 1.410(b)-7(b)) that applies the current year testing method may not be aggregated with another plan that applies the prior year testing method. Similarly, an Employer may not aggregate a plan (within the meaning of Treasury Regulations Section 1.410(b)-7(b)) (i) using the ADP safe-harbor provisions of Code Section 401(k)(12) and another plan using the ADP test of Code Section 401(k)(3), or (ii) using the ACP safe-harbor provisions of Code Section 401(m)(11) and another plan using the ACP test of Code Section 401(m)(2).

(f) Contributions Only Used Once.Qualified nonelective contributions and qualified matching contributions shall not be taken into account under the ADP test to the extent such contributions are taken into account for purposes of satisfying any other ADP test, any other ACP test, or the requirements of Treasury Regulations Section 1.401(k)-3, 1.401(m)-3 or 1.401(k)-4. If the Plan switches from the current year testing method to the prior year testing method, qualified nonelective contributions taken into account under the current year testing method for a year may not be taken into account under the prior year testing method for the next year.

ARTICLE VI

VESTING

Section 6.01. Vesting.

(a) Retirement.A Participant’s interest in his Account shall be fully vested and nonforfeitable if his Employment terminates on or after his Normal Retirement Age.

(b) Death or Disability. A Participant’s interest in his Account shall be fully vested and nonforfeitable if his Employment terminates due to his death or Total and Permanent Disability.

(c) Termination of Employment Prior to Retirement, Disability or Death.A Participant’s interest in his Elective Contribution, safe harbor matching contributions (as defined in Code Section 401(k)(12)(B)), Rollover Accounts, Matching Contribution Accounts and dividends paid on Company Stock shall be fully vested and nonforfeitable at all times unless the Administrator determines such contributions or amounts were made in error. If a Participant terminates Employment prior to his Normal Retirement Age, Total and Permanent Disability or death, his interest in his Employer Contribution and ESOP Post Account shall vest and be nonforfeitable in relation to his Years of Service as follows:

Years of Service	Vested Percentage

Less than 3 years	0
3 or more	100

Notwithstanding the above, for ESOP contributions made for pre-2007 Plan Years, the Participant’s interest shall be allocated to his ESOP Prior Account and shall vest and be nonforfeitable in relation to his Years of Service as follows:

Years of Service	Vested Percentage

Less than 5 years	0
5 or more	100

Notwithstanding the above, a Participant’s First National Security 401(k) Employer contribution accounts shall be allocated to his First National Profit Sharing Account or QACA Matching Contribution Account and shall vest and be nonforfeitable in relation to his Years of Service as follows:

(i) First National Profit Sharing Account

Years of Service	Vested Percentage

Less than 2 years	0
2 years 3 years 4 years 5 years 6 or more years	20 40 60 80 100

(ii) QACA Matching Contribution

Years of Service

Vested Percentage

Less than 1 year

1 year

2 or more years

100

(d) Change in Vesting Schedule. In no event shall a change in the Plan’s vesting schedule reduce a Participant’s vested and nonforfeitable interest in his Account. Upon a change in the Plan’s vesting schedule, a Participant who has accumulated at least three Years of Service may elect to determine the vested interest in his Account pursuant to either the revised vesting schedule or the vesting schedule without regard to such change. Such election shall be made during an election period which shall commence with the date the amendment is adopted or deemed to be made and shall end 60 days after the latest of the date the amendment is adopted or becomes effective or the Participant is issued written notice of the amendment by the Company or the Administrator.

(e) Vesting of Elective Contributions. Elective Contributions shall (i) be 100% vested, (ii) be disregarded for purposes of applying Code Section 411(a)(2) to other contributions or benefits, and (iii) remain nonforfeitable even if the employee makes no additional Elective Contributions under a cash or deferred arrangement. An amount is immediately nonforfeitable if it is immediately nonforfeitable within the meaning of Code Section 411 and would be nonforfeitable under the Plan regardless of the age and service of the employee or whether the employee is employed on a specific date. The Elective Contributions shall not be subject to forfeitures or suspensions permitted by Code Section 411(a)(3).

Section 6.02. Forfeitures.The nonvested portion of a Participant’s Account shall constitute a Forfeiture (be “forfeited”) as of the earlier of the date the Participant receives a total distribution from his Account following the termination of his Employment or the date the Participant incurs five consecutive one-year Breaks in Service. If a Participant’s vested Account equals zero, the Participant shall be deemed to have received a mandatory distribution of such vested Account. The Administrator shall use Forfeitures to offset future Employer contributions or to pay authorized Plan expenses pursuant to Article III. Unless otherwise directed by the Company, Forfeitures shall be invested in liquid investment vehicles such as a money market fund.

Company Stock held in a Participant’s Account shall be forfeited after other assets held in the Participant’s Account. If more than one class of Company Stock subject to an Acquisition Loan provision has been allocated to a Participant’s Account, the same proportion of each class shall be forfeited.

Section 6.03. Reinstatement.

(a) Five or More Consecutive One-year Breaks in Service. If a former Participant resumes participation in the Plan after experiencing at least five consecutive one-year Breaks in Service, such Participant shall retain no right to any previously forfeited portion of his Account. Such employee’s Years of Service prior to his Breaks in Service shall affect the vesting of his Account accruing after reinstatement only if his Account was at least partially vested at the time he incurred a Break in Service or, upon his reinstatement, the number of his Years of Service prior to the Break equals or exceeds the number of his consecutive one-year Breaks in Service. Such Participant’s Years of Service after his Breaks in Service shall be disregarded for the purpose of vesting his Account balance that accrued prior to such Breaks in Service. Separate Accounts shall be maintained for the Participant’s pre-break Account balance and postbreak Account balance.

(b) Before Five Consecutive One-year Breaks in Service.If a former Participant resumes participation in the Plan before experiencing five consecutive one-year Breaks in Service, the Administrator shall aggregate the Participant’s Years of Service completed prior to his Break in Service with his Years of Service completed following his reinstatement to determine his vested interest in both allocations made to his Account after reinstatement and any portion of his Account originating prior to such Break in Service. The Administrator shall restore any previously forfeited portion of such a reinstated Participant’s Account only if the Participant repays to the Plan the full amount of the distribution. The Participant must repay the full amount of the distribution prior to the end of the five-year period commencing on the Participant’s date of reinstatement. Any amount so restored shall not constitute an annual addition pursuant to Section 5.01.

(c) Disregarded Years of Service.For purposes of this Section, the Years of Service the Participant completed prior to his Break in Service shall not include any Years of Service disregarded pursuant to this subsection by reason of prior Breaks in Service.

ARTICLE VII

DISTRIBUTIONS

Section 7.01. Commencement of Retirement Benefits.

(a) Earliest Payment Date.As to any Participant, distribution shall occur no earlier than the termination of the Participant’s Employment, unless specifically authorized elsewhere in the Plan. Termination of a Participant’s Employment shall include a Participant’s severance from Employment with respect to amounts held for a Participant under the Plan.

(b) Payment Due to Termination of Employment.

(i) Before Normal Retirement Age. If a Participant’s Employment terminates prior to his Normal Retirement Age, the distribution of his Account shall commence as follows:

(A) Accounts of $1,000 or Less. The Administrator shall mandate distribution in a single lump sum of any Participant’s vested Account that equals $1,000 or less (determined immediately prior to the commencement of distributions) unless the Participant elects to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly in a single lump sum.

(B) Accounts of More Than $1,000But Not More Than $5,000. Effective October 1, 2016, the Administrator shall mandate distribution of any Participant’s vested Account that exceeds $1,000 but is not more than $5,000 (determined immediately prior to the commencement of distributions) unless the Participant elects to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly in a single lump sum. The Administrator shall pay any mandatory distribution under this paragraph in a direct rollover to an individual retirement plan designated by the Administrator.

(C) Accounts More Than $5,000. Effective October 1, 2016, subject to the requirements set forth below, the Administrator shall commence distribution of a Participant’s vested interest in his Account which exceeds $5,000 (determined immediately prior to the commencement of distributions) as soon as administratively feasible following the date the Participant elects in the form prescribed by the Administrator to commence distribution. Such distribution may not commence prior to the Participant’s Normal Retirement Age unless the Participant consents, in a form approved by the Administrator, to the earlier distribution of his vested Account. Such Participant consent shall not be valid unless the Administrator provides the Participant with notice of his right to defer distribution no less than 30 days and no more than 180 days before the date of distribution.

Notwithstanding the above, distribution may commence less than 30 days after such notice is provided if (1) the notice clearly informs the Participant that he has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution, and (2) the Participant, after receiving such notice, affirmatively elects a distribution.

A Participant may elect to further defer the distribution of his vested Account to a date no later than the April 1 following the calendar year in which he attains age 70½ (or the later required beginning date pursuant to Section 7.06 below).

Unless a Participant elects to defer distribution, distribution shall commence no later than the sixtieth day after the close of the Plan Year (1) in which the Participant attains his Normal Retirement Age or, if later, (2) in which occurs the tenth anniversary of his commencement of participation in the Plan. A Participant who fails to complete an election form after notice of his eligibility is sent, shall be deemed to have elected to defer distribution.

(ii) On or After Normal Retirement Age. The distribution of the Account of a Participant who terminates Employment on or after his Normal Retirement Age and before attainment of age 70½ shall commence as soon as administratively feasible following the date the Participant’s Employment terminates. A Participant may elect to defer further the distribution of his Account to a date no later than April 1 following the calendar year in which he attains age 70½ (or the later required beginning date pursuant to Section 7.06 below).

(c) Payment of Company Stock Acquired With an Acquisition Loan. Notwithstanding the above, for purposes of this Article VII, a Participant’s Account shall not be considered to include Company Stock acquired with the proceeds of an Acquisition Loan until the close of the Plan Year in which such loan is repaid in full.

Section 7.02. Form and Method of Payment.

(a) Form of Benefits. Except as otherwise provided in Section 7.04, a Participant eligible to take a distribution may elect to receive all or any portion of his Account in a lump sum or installment form of payment.

(b) Mandatory Payments.Subject to Section 7.01, the Administrator shall direct distribution in a single lump sum of any Participant’s vested Account that does not exceed $5,000 (determined prior to the commencement of distributions). A distribution under this Section shall be directed by the Administrator even if the Participant’s vested Account exceeded $5,000 at the time of any prior distribution unless such Participant had an annuity starting date with respect to any portion of his vested Account.

(c) Benefit Information.No less than 30 days and no more than 180 days prior to the date a Participant’s Account becomes payable, the Administrator shall furnish the Participant with a general description of the material features, relative values of and direct rollover rights relating to the optional forms of benefit available under the Plan.

(d) Direct Rollovers.

(i) General. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Section, a distributee may elect, at the time and in the manner prescribed by the Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

(ii) Eligible Rollover Distribution. An eligible rollover distribution is any distribution of all or any portion of a balance to the credit of the distributee, except that an eligible rollover distribution does not include any distribution that is one of a series of substantially equal periodic payments (no less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of 10 years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); and the portion of any distribution not includable in gross income. For purposes of this Section, an eligible rollover distribution shall have the meaning prescribed in Code Section 402(c)(4) (incorporated herein by reference) for distributions which a Participant can elect to roll over to another plan pursuant to Code Section 401(a)(31), including the exclusion of hardship withdrawals as defined in Code Section 401(k)(2)(B)(i)(IV), which are attributable to the Participant’s Elective Contributions, and amounts treated as Elective Contributions within the meaning of Treasury Regulation Sections 1.401(k)-(1)(d)(2)(ii). Eligible rollover distribution shall include a distribution to a nonspouse beneficiary after the Participant’s death, provided the distributed amount satisfies all the requirements to be an eligible rollover distribution other than the requirement the distribution be made to the Participant or the Participant’s spouse. Such direct rollovers shall be subject to the terms and conditions of IRS Notice 2007-7 and superseding guidance, including, but not limited to, the provision in Q&A-17 regarding required minimum distributions.

(iii) Eligible Retirement Plan. An eligible retirement plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a) or a qualified trust described in Code Section 401(a) that accepts the distributee’s eligible rollover distribution. An eligible retirement plan shall also mean an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state which agrees to separately account for amounts transferred into such plan from this Plan. For purposes of a distribution to a nonspouse beneficiary, eligible retirement plan shall mean an IRA established on behalf of the designated beneficiary. For purposes of a distribution from a Participant’s Roth Contribution Account, an eligible retirement plan shall mean another qualified plan maintaining a designated Roth account that accepts such rollovers or to a Roth IRA.

(iv) Distributee. A distributee includes an employee or former employee. In addition, the employee’s or former employee’s surviving spouse and the employee’s or former employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are distributees with regard to the interest of the spouse or former spouse. A nonspouse beneficiary who is a designated beneficiary within the meaning of Code Section 401(a)(9)(E) shall also be considered a distributee for purposes of the direct rollover rules.

(v) Direct Rollover. A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.

(vi) Rollovers to Roth IRAs. A Participant may roll over a distribution from the Plan to a Roth IRA, provided the amount rolled over is an eligible rollover distribution (as defined in Code Section 402(c)(4)), and, pursuant to Code Section 408A(d)(3)(A), there is included in gross income any amount that would be includable if the distribution were not rolled over.

Section 7.03. Distribution of Company Stock.

(a) Form of Payment. The Plan will distribute a Participant’s Account attributable to the ESOP in Company Stock; provided, however, that cash will be distributed in lieu of fractional shares. Notwithstanding the foregoing, if the bylaws or charter of the Employer restrict ownership of substantially all such securities to the Employer’s employees or the Plan, as described in Code Section 409(h)(2), distribution shall be made in cash. In addition, the right to receive a distribution of assets attributable to the ESOP in the form of Company Stock shall be automatically terminated in the event of a sale or disposition by the Trustee of all shares of Company Stock attributable to the ESOP.

Section 7.04. Put Option Requirements. This Section 7.04 shall apply only if the Company Stock ceases to be readily tradable on an established securities market. Notwithstanding any other provisions of the Plan regarding a Participant’s right to exercise a put option, in the case of a distribution of Company Stock which is not readily tradable on an established securities market, the Plan shall provide the Participant with a put option that complies with the requirements of Code Section 409(h). Such put option shall provide that if an employee exercises the put option, the Company, or the Plan if the Plan so elects, shall repurchase the Company Stock as follows:

(a) If the distribution constitutes a total distribution, payment of the fair market value of a Participant’s Account balance shall be made in substantially equal payments not exceeding five years. The first installment shall be paid no later than 30 days after the Participant exercises the put option. The Plan will pay a reasonable rate of interest and provide adequate security on amounts not paid after 30 days.

(b) If the distribution does not constitute a total distribution, the Plan shall pay the Participant an amount equal to the fair market value of the Company Stock repurchased no later than 30 days after the Participant exercises the put option.

The put option shall be available for at least 60 days following the date the Company Stock is distributed to the Participant and, if the put option is not exercised within such 60-day period, for an additional period of at least 60 days in the Plan Year following the Plan Year of distribution.

Section 7.05. Death Benefits.

(a) Distribution to a Beneficiary.Each Participant may designate, in writing, on forms approved by and filed with the Administrator, one or more beneficiaries to receive payment of his Account and may, in addition, name a contingent beneficiary. Such designation shall be effective upon the Administrator’s receipt of a proper and complete form. The beneficiary as to 100% of the vested Account of a Participant married at the time of his death shall be his surviving spouse, unless his spouse consents to the designation of an alternative beneficiary or if the spouse cannot be located. Spousal consent shall be in writing, acknowledging the effect of such election and witnessed by a Plan representative or notary public. Any change in, or revocation of, a Participant’s designated beneficiary shall again require spousal consent unless the earlier consent of the spouse expressly permitted subsequent designations by the Participant without further spousal consent. The death benefit shall be made available to the beneficiary within a reasonable time after the Participant’s death and in no event later than the earliest date benefits would be payable to the Participant if his Employment terminated on the date of his death for a reason other than death.

The Plan shall distribute the Account of a deceased Participant to the beneficiary identified in the beneficiary designation in effect at the time of his death or, if no such designation exists, to the Participant’s surviving spouse or, if none, to his estate within a reasonable time after the Participant’s death. If, for whatever reason, there is no estate established for the member, the death benefit shall be payable to the Participant’s next-of-kin as reasonably determined by the Administrator based on objective criteria. Any payment made pursuant to this Section in good faith shall be a payment for the Account of the Participant and shall be a complete discharge from any liability of the Company, Employer, Plan, Administrator, Trust Fund or the Trustee.

(b) Form of Benefit.A Participant’s beneficiary may request, in writing, on forms approved by, and filed with, the Administrator, payment in any benefit form available under the Plan.

Section 7.06. Required Minimum Distributions.

(a) Scope and Precedence.All distributions required under this Section will be determined and made in accordance with Treasury Regulations under Code Section 401(a)(9). A Participant’s entire interest in the Plan will be distributed or begin to be distributed to the Participant no later than the Participant’s required beginning date. The requirements of this Section will take precedence over any inconsistent provisions of the Plan.

(b) Distribution During a Participant’s Lifetime.During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

(i) the quotient obtained by dividing the Participant’s Account balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulations Section 1.401(a)(9)-9, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

(ii) if the Participant’s sole designated beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s Account balance by the number in the Joint and Last Survivor Table set forth in Treasury Regulations Section 1.401(a)(9)-9, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.

Required minimum distributions will be determined under this Section 7.06 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

(i) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated beneficiary, determined as follows:

(A) The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(B) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

(C) If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, the designated beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

(d) Death Before Date Distributions Begin.

(i) Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by the remaining life expectancy of the Participant’s designated beneficiary, determined as provided in subsection (c) above.

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

(iii) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required To Begin. If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under subsection (e), this subsection (d) will apply as if the surviving spouse were the Participant.

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

(i) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died or by December 31 of the calendar year in which the Participant would have attained age 70½, if later.

(ii) If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

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

(iv) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this subsection (e), other than subsection (e)(i), will apply as if the surviving spouse were the Participant.

(v) For purposes of this subsection and (c) above, unless subsection (e)(iv) applies, distributions are considered to begin on the Participant’s required beginning date. If subsection (e)(iv) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under subsection (e)(i). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under subsection (e)(i)), the date distributions are considered to begin is the date distributions actually commence.

(f) Forms of Distribution.Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year, distributions will be made in accordance with this Section. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and the Treasury Regulations.

(g) Definitions.

(i) Designated Beneficiary. Designated beneficiary means the individual who is designated as the beneficiary under Section 7.05 of the Plan and is the designated beneficiary under Code Section 401(a)(9) and Treasury Regulations Section 1.401(a)(9)-1, Q&A-4.

(ii) Distribution Calendar Year. Distribution calendar year means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under subsection (e). The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

(iii) Life Expectancy. Life expectancy is computed by use of the Single Life Table in Treasury Regulations Section 1.401(a)(9)-9.

(iv) Participant’s Account Balance. Participants Account balance means the Account balance as of the last Valuation Date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or Forfeitures allocated to the Account balance as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The Account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(v) Required Beginning Date. The required beginning date means:

(A) Non-5% Owner. The required beginning date of a Participant who is a 5% owner of the Employer is the April 1 following the later of the calendar year in which (1) he attains age 70½ or (2) retires from Employment.

(B) 5% Owner. The required beginning date of a Participant who is a 5% owner of the Employer is the April 1 following the calendar year in which the Participant attains age 70½.

For purposes of this Section, a Participant is a “5% owner,” within the meaning of Code Section 416(i), if the Participant is a 5% owner at any time during the Plan Year ending with or within the calendar year in which he attains age 66½ or any subsequent Plan Year. Once distributions for the Plan have begun to a 5% owner, such distributions shall continue, even if the Participant ceases to be a 5% owner in a subsequent year.

Section 7.07. Qualified Domestic Relations Orders.Upon receipt of a domestic relations order issued by a court of competent jurisdiction with respect to a Participant’s interest in the Plan, the Administrator shall determine whether such domestic relations order constitutes a qualified domestic relations order (as defined in Code Section 414(p)(1), a “QDRO”). The Administrator shall establish reasonable procedures to determine the qualified status of a domestic relations order and to administer distributions mandated by a QDRO.

If the Administrator determines the domestic relations order is a QDRO, an alternate payee as defined in Code Section 414(p)(8) may receive distributions as explained in Section 7.01 in a single lump sum, or direct rollover (if the alternate payee is the Participant’s former spouse) commencing as if the Participant experienced a termination of Employment as of the date of the order. Distributions made pursuant to this Section may occur without regard to the age or the employment status of the Participant. Except as provided by this Section, a distribution pursuant to a QDRO shall not include any type of benefit or payment option not otherwise payable by the Plan. If the Administrator has notice a QDRO is being or may be sought but has not received the QDRO, the Administrator shall not, unless requested in writing by the Participant, delay payment of a benefit to a Participant which would otherwise be due. If the Administrator has determined an order is not a QDRO and all comment and appeal periods have expired, the Administrator shall not, unless requested in writing by the Participant, delay payment to a Participant which otherwise would be due even if the Administrator has notice the party claiming to be an alternate payee or the Participant is attempting to correct any deficiencies in the order.

A domestic relations order will not fail to be a QDRO solely because the domestic relations order (i) revises or is issued after another domestic relations order or QDRO, or (ii) the domestic relations order is issued after the Participant's death, divorce or annuity starting date.

Section 7.08. Participant Loans.The Plan shall, pursuant to the provisions of this Section and a uniform nondiscriminatory policy applied by the Administrator, extend loans to Participants secured by the borrowing Participants’ Account. Prior to January 1, 2017, any assets under the Plan attributable to the ESOP shall not be available for loans.

Upon proper application, the Administrator may direct the Trustee to make a loan to a Participant subject to the requirements of this Section and any other rules as the Administrator may prescribe. The Administrator shall apply the eligibility requirements and rules for a loan uniformly to all Participants. Nothing in this Section shall require the Plan Administrator to make loans available to Participants. Loans will be made and administered in accordance with the loan policy then in effect and as amended from time to time. The duly adopted loan policy or Participant loan program is herein incorporated by reference.

Section 7.09. Hardship Withdrawals.A Participant may withdraw any portion of his Elective Contributions Account attributable to Elective Contributions, but not the Income credited to such contributions, upon appropriate notice to the Administrator if the withdrawal results from a “hardship.” Prior to January 1, 2017, a Participant may not withdraw any portion of any assets under the Plan attributable to the ESOP. A hardship withdrawal is subject to the rules and restrictions of this Section and procedures established by the Administrator.

(a) In General.With respect to hardship distributions from a Participant’s Elective Contribution Account, a distribution on account of hardship must be limited to the maximum distributable amount. The maximum distributable amount is equal to the Participant’s total Elective Contributions as of the date of distribution, reduced by the amount of previous distributions of Elective Contributions. Thus, the maximum distributable amount does not include earnings, qualified nonelective contributions or qualified matching contributions, unless grandfathered under Treasury Regulations Section 1.401(k)-1(d)(3)(ii)(B) as of the earliest date provided therein. In addition, a Participant must obtain all other currently available distributions (including a distribution of ESOP dividends under Code Section 404(k)) or nontaxable loans currently available to the Participant under the Plan or any other plan maintained by the Employer before receiving a hardship distribution.

A hardship distribution may not exceed the amount of the financial need, including any amount necessary to pay taxes or penalties reasonably anticipated to result from the distribution. Additionally, the Participant cannot make Elective Contributions and employee after-tax contributions pursuant to the Plan or any other qualified or nonqualified plan of deferred compensation (excluding health and welfare plans) maintained by the Employer for at least six months after receipt of the hardship amount.

(b) Safe Harbor:Deemed Immediate and Heavy Need.In determining whether a Participant has a deemed immediate and heavy financial need, the Plan shall consider the following financial needs as immediate and heavy:

(i) Expenses for (or necessary to obtain) a medical care deductible under Code Section 213(d);

(ii) Costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;

(iii) The payment of tuition, related educational fees and room and board expenses for up to the next 12 months of postsecondary education for the Participant, his spouse, children or dependents (as defined in Code Section 152 and without regard to Code Section 152(b)(1), (b)(2) and (d)(1)(B));

(iv) Payments necessary to prevent the eviction from, or mortgage foreclosure of, the Participant’s principal residence;

(v) Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, child or dependent (as defined in Code Section 152 without regard to Code Section 152(d)(1)(B));

(vi) Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code Section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income); or

(vii) Other expenses specified by the Commission of the IRS as specified in Treasury Regulations Section 1.401(k)-1(d)(3)(v).

(c) Safe Harbor:Deemed Necessary.A distribution is deemed necessary to satisfy an immediate and heavy financial need if the following requirements are satisfied:

(i) The Participant has obtained all withdrawals, other than hardship distributions, and all nontaxable (at the time of the loan) loans currently available under all plans maintained by the Employer; and

(ii) The Participant’s Elective Contributions are suspended for at least 6 months after receipt of the hardship distribution.

The Participant’s Limit on Elective Contributions under Code Section 402(g) shall not be reduced solely on account of receiving a hardship distribution.

Section 7.10. In-service Distributions.

(a) At or After Age 59½. On or after attaining age 59½, a Participant may withdraw all or any portion of his Elective Contribution Account upon written notice to the Administrator. Prior to January 1, 2017, a Participant may not withdraw any portion of any assets under the Plan attributable to the ESOP prior to severance of Employment.

(b) At or After Age 701/2.On or after attaining age 70½, a Participant may withdraw all or any portion of his Account upon written notice to the Administrator. Prior to January 1, 2017, a Participant may not withdraw any portion of any assets under the Plan attributable to the ESOP prior to severance of Employment. However, a Participant may not receive more than one in-service withdrawal per Plan Year.

(c) Rollover Account.A Participant may withdraw all or any portion of his Rollover Account upon written notice to the Administrator. However, a Participant may not receive more than one in-service withdrawal per Plan Year.

(d) Qualified Reservist Distributions.A Participant may withdraw amounts attributable to Elective Contributions, provided: (i) such Participant was a member of a reserve component ordered or called to active duty for a period in excess of 179 days or for an indefinite period, (ii) such distribution is made during the period beginning on the date of such order or call and ending at the close of the active duty period, and (iii) the distribution otherwise complies with Code Section 72(t)(2)(G)(iii).

Section 7.11. Transfer Restrictions: Right of First Refusal of Trustee and Company.This Section applies only if the Company Stock is not readily tradable on an established market. In such case, any and all Company Stock distributed to Participants, former Participants or beneficiaries of Participants or former Participants shall be subject to the transfer restrictions set forth in this Section.

(a) General Restriction.No such securities may be offered, sold, pledged, bequeathed, given, hypothecated or otherwise disposed of by the Participant or beneficiary of the Participant, whether for value or not, unless the shares have first been offered for sale to the Trustee and the Company under the provisions of subsections (b) and (c). Any attempt to dispose of such securities without regard to this restriction shall be deemed to be an offer to the Trustee and the Company under the terms set forth in subsections (b) and (c), and in such a case the date of the offer shall be deemed to be the date on which the Trustee receives actual notice of the attempted disposition.

(b) Price of Securities Offered.The securities offered to the Trustees and the Company pursuant to this Section shall be offered at their fair market value. The Trustee shall advise the offeror of the fair market value of the securities as determined by the Trustee in good faith and based on all relevant factors for determining the fair market value of securities on the date of valuation. The date of valuation shall be the Valuation Date immediately preceding the date of acceptance of the offer, including any interim Valuation Date determined by the Administrator; provided, however, that the date of valuation with respect to a transaction between the Plan and a Participant who is a disqualified person, as defined in Code Section 4975(e)(2), on the date of such transaction shall be the date of the transaction. The Trustee’s determination shall be deemed for purposes of this Section to be fair market value unless the offeror presents to the Trustee written evidence of a bona fide current offer from any person, including the Company, to purchase such securities at a higher price or on more favorable terms than those otherwise offered by the Trustee and the Company under this Section. If such written evidence is submitted, the price designated therein shall be deemed the fair market value of the securities for purposes of this Section, and the Trustee and the Company may elect, but shall not be required, to purchase such securities at such higher price or upon such terms.

(c) Method of Sale to Trustee or Company.The offer shall be in writing and shall provide that, if accepted in whole or in part, the purchaser shall have the right to pay the purchase price, plus interest on the unpaid balance at a reasonable commercial rate on the date of sale for prime commercial loans, in equal installments over a period not to exceed five years from the date of sale.

(d) Expiration of Offer.The Trustee and the Company shall have 14 days following receipt of an offer under this Section to accept or reject the offer as to all or any part of the securities offered. Mailing of notice of acceptance to the address listed on the stock transfer books of the Company for the securities offered or for any shares of the Company owned by the offeror shall constitute acceptance as of the date of postmark of such notice. Securities not accepted by the end of the 14-day period may be sold or otherwise disposed of by the offeror. Notwithstanding the preceding sentence, if, pursuant to subsection (b), the offeror has submitted written evidence of a bona fide offer to purchase the securities at a higher price or on more favorable terms than otherwise offered by the Trustee or the Company under this Section, and the Trustee and the Company have not elected, within 14 days of the offer and submission of such evidence, to purchase the securities at such higher price or on such terms, the offeror may sell such securities only at a price no less than, and terms no less favorable to the seller than, the price and terms specified in the written evidence submitted; if the offeror attempts to sell the securities at a lower price or on less favorable terms, the provisions of this Section again apply as if no offer under this Section was ever made, and any such attempted sale shall be void.

(e) Rights as Between Trustee and Company.The Trustee shall have the first right to purchase any or all securities offered under this Section. The Trustee shall notify the Company of any such offer immediately after receipt and shall notify the Company, within seven days after receipt of the offer, of the number of securities, if any, which the Trustee intends to purchase. The Company shall have the right to purchase any remaining securities.

(f) Restriction To Continue. These restrictions shall be perpetual to the extent allowed by law; provided, however, that these restrictions will not apply for any period during which the securities subject thereto are publicly traded. All owners of securities distributed from the Trust Fund pursuant to the Plan shall take such securities subject to the restrictions contained in this Section.

(g) Closing. Closing shall occur on a date specified by the Company or Trustee, but no more than 30 days after the offer is accepted. The first annual installment is due on closing.

Section 7.12. Distribution of Dividends. A Participant who is fully vested in his ESOP Accounts may elect to (i) receive a cash distribution attributable to dividends paid with respect to Company Stock held in his Account; (ii) paid to the Plan and subsequently distributed to the Participant in cash no later than 90 days after the close of the Plan Year in which the dividends are paid to the Plan; or (iii) have such dividends reinvested in Company Stock. In the absence of an election, dividends shall be reinvested in Company Stock. Dividends paid on Company Stock held in the Accounts of Participants who are not fully vested may be reinvested in accordance with the Plan Administrator’s procedures. Dividends paid on the Company Stock held in the loan suspense account described in Section 12.02 shall be used to repay any outstanding Acquisition Loans. The Administrator may establish nondiscriminatory rules and procedures pertaining to the payment and reinvestment of dividends and the process for making and changing elections. Each Participant shall be given a reasonable opportunity before a dividend is paid or distributed in which to make an election and shall have the right to change his election at least annually in accordance with the Administrator’s established procedures. Dividends that are reinvested pursuant to this Section shall be 100% vested at all times.

Section 7.13. Distribution of Roth Contributions. A Participant’s Roth Contribution Account shall be subject to all distribution provisions of Article VII and the Plan except as otherwise provided in this Section.

(a) Qualified Distribution.Any distribution from a Roth Contribution Account will not be included in the Participant’s gross income to the extent the distribution is a ‘qualified distribution.’ For this purpose, a ‘qualified distribution’ is a distribution within the meaning of Code Section 408A(d)(2)(A) (without regard to subsection (iv) thereof). A distribution of excess deferrals and earnings thereon under Code Section 401(k)(8) or 402(g) shall not be considered a qualified distribution.

(b) Nonexclusion Period.A distribution of any portion of a Participant’s Roth Contribution Account shall not be treated as a qualified distribution if the distribution is made within the five-taxable-year period beginning with the earlier of:

(i) the first taxable year for which the Participant made Roth Contributions to the Plan; or

(ii) if the Participant made a direct rollover contribution to the Plan which contained amounts from a designated Roth account previously established for the Participant, the first year for which the Participant made a designated Roth Contribution to such prior account.

ARTICLE VIII

ADMINISTRATION OF THE PLAN

Section 8.01. Appointment of Separate Administrator.The Company shall serve as Administrator; however, the Company may appoint a separate Administrator. Any person, including, but not limited to, employees of the Employer, shall be eligible to serve as Administrator. Two or more persons may form a committee to serve as Administrator. Persons serving as Administrator may resign by written notice to the Company, and the Company may appoint or remove such persons. An Administrator consisting of more than one person shall act by a majority of its members at the time in office, either by vote at a meeting or in writing without a meeting. An Administrator consisting of more than one person may authorize any one or more of its members to execute any document or documents on behalf of the Administrator, in which event the Administrator shall notify the Trustee of the member or members so designated. The Trustee shall accept and rely upon any document executed by such member or members as representing action by the Administrator until the Administrator shall file with the Trustee a written revocation of such designation. No person serving as Administrator shall vote or decide upon any matter relating solely to himself or solely to any of his rights or benefits pursuant to the Plan.

Section 8.02. Powers and Duties.The Administrator shall administer the Plan in accordance with its terms and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. The Administrator shall have full and complete authority and control with respect to Plan operations and administration unless the Administrator allocates and delegates such authority or control pursuant to the procedures stated in subsection (b) or (c) below. Any decisions of the Administrator or its delegate shall be final and binding upon all persons dealing with the Plan or claiming any benefit under the Plan. The Administrator shall have all powers which are necessary to manage and control Plan operations and administration, including, but not limited to, the following:

(a) To employ such accountants, counsel or other persons as it deems necessary or desirable in connection with Plan administration. The Trust Fund shall bear the costs of such services and other administrative expenses, unless paid by the Company or the Employer;

(b) To designate in writing persons other than the Administrator to perform any of its powers and duties hereunder, including, but not limited to, Plan fiduciary responsibilities (other than any responsibility to manage or control the Plan assets);

(c) To allocate in writing any of its powers and duties hereunder, including, but not limited to, fiduciary responsibilities (other than any responsibility to manage or control the Plan assets) to those persons who have been designated to perform Plan fiduciary responsibilities;

(d) To construe and interpret the Plan in a discretionary manner, including the power to construe disputed provisions;

(e) Subject to Article X, to resolve all questions arising in the administration, interpretation and application of the Plan, including, but not limited to, questions regarding the eligibility or the right of any person to a benefit;

(f) To adopt such bylaws, rules, regulations, forms and procedures from time to time as it deems advisable and appropriate in the proper administration of the Plan;

(g) To receive from the Company or from Participants such information as shall be necessary for the proper administration of the Plan;

(h) To furnish, upon request, such annual reports with respect to the administration of the Plan as are reasonable and appropriate;

(i) To receive from the Trustee and review reports of the financial condition and receipts and disbursements of the Trust Fund;

(j) To prescribe procedures to be followed by any person in applying for distributions pursuant to the Plan and to designate the forms or documents, evidence and such other information as the Administrator may reasonably deem necessary, desirable or convenient to support an application for such distribution;

(k) To issue directions to the Trustee, and thereby bind the Trustee, concerning all benefits to be paid pursuant to the Plan; and

(l) To apply consistently and uniformly its rules, regulations and determinations to all Participants and beneficiaries in similar circumstances.

Section 8.03. Determination by Administrator Binding. The Administrator or, where the Administrator’s responsibility has been delegated to others, such delegates shall have complete authority to determine the standard of proof required in any case and to apply and interpret the Plan. The decisions of the Administrator or its delegates shall be final and binding.

All questions or controversies, of any character, whether of a factual or legal nature, arising in any manner or between any parties or persons in connection with the Plan or its operation, whether as to any claim for benefits, or as to the construction of language or meaning of the Plan or rules and regulations adopted by the Administrator, or as to any writing, decision, instrument or account in connection with the operation of the Plan or otherwise, shall be submitted to the Administrator or, where the Administrator’s responsibility has been delegated to others, to such delegates for decision. The decision of the Administrator or its delegates shall be binding upon all persons dealing with the Plan or claiming any benefit hereunder and shall be given deference in the event the determination is subject to judicial review, except to the extent such decision may be determined to be arbitrary or capricious by a court having jurisdiction over such matter.

Section 8.04. Records and Notices.The Administrator shall keep a record of all its proceedings and acts and shall maintain all such books of accounts, records and other data as may be necessary for proper plan administration. The Administrator shall notify the Trustee of any action taken by the Administrator which affects the Trustee’s Plan obligations or rights and, when required, shall notify any other interested parties.

Section 8.05. Compensation and Expenses. The expenses incurred by the Administrator in the proper administration of the Plan shall be paid from the Trust Fund. The Employer may elect to pay such expenses directly. An Administrator who is an employee of the Employer shall not receive any fee or compensation for services rendered.

Section 8.06. Limitation of Authority.The Administrator shall not add to, subtract from or modify any of the terms of the Plan, change or add to any benefits prescribed by the Plan or waive or fail to apply any Plan requirement for benefit eligibility.

ARTICLE IX

ADMINISTRATION OF THE TRUST

Section 9.01. Appointment of Trustee.The Company shall appoint one or more Trustees to receive and hold in trust all contributions, and Income, paid into the Trust Fund. The Company may remove the Trustee or the Trustee may resign and a successor Trustee shall be appointed, all pursuant to the requirements and procedures recited in the Trust Agreement.

Section 9.02. Authorization for Trust Agreement.The Company shall enter into an agreement with the Trustee to provide for the administration of the Trust Fund. In accordance with the provisions of such agreement, the Company shall have the right at any time, and from time to time, to amend the agreement.

Section 9.03. Participant Direction of Investment of Account.The Company, upon written request of a Participant and in accordance with its uniform and nondiscriminatory rules, may authorize Participants to direct the investment of all or part of their Accounts in such funds or other investment vehicles as the Company may select. Such available funds or investment vehicles may include common stock issued by the Company; however, no Participant may direct more than 25% of any contributions remitted to the Plan into Company Stock or direct an investment fund transfer to Company Stock. The Participants’ directions shall bind the Trustee unless and until the Company amends or revokes the authorization for investment direction by Participants. If the Trustee acts at the direction of a Participant or the Employer, or its board of directors, officers and employees, the Administrator and the Trustee shall not be liable or responsible for any loss resulting to the Trust Fund or to any Account or for any breach of fiduciary responsibility by reason of any act done pursuant to the direction of the Participant.

Section 9.04. Diversification of Investments in Company Stock. Notwithstanding the provisions of the Plan to the contrary, the following shall apply:

(a) Right To Divest Securities Not Readily Tradable. In Plan Years when the Company Stock is not readily tradable on an established securities market, this Section shall apply. Any Participant who has completed at least 10 years of participation in the Plan and has attained age 55 may elect within 90 days after the close of each Plan Year in the “qualified election period” (defined below) to direct the Plan as to the investment of 25% of the number of shares of Company Stock allocated to the Participant’s Account. In the sixth year of such “qualified election period,” the Participant may direct the investment of 50% of the number of shares of Company Stock allocated to the Participant’s Account. The “qualified election period” is the six Plan Year period beginning with the Plan Year in which the Participant attains age 55 (or, if later, beginning with the first Plan Year in which the Participant completes his tenth year of participation in the Plan). If such a diversification election is made, the Administrator, in its sole discretion, may satisfy the election by distributing to the Participant within 90 days after the relevant election period that portion of his Account covered by the election either (i) in Company Stock or (ii) in cash in lieu of Company Stock.

(b) Right To Divest Publicly Traded Securities. In Plan Years when Company Stock is readily tradable on an established securities market, this Section shall apply. An applicable individual may elect to direct the Plan to divest Company Stock held in the applicable portion of his Account and to reinvest an equivalent amount in other investment options offered under the Plan. The investment options offered shall include no less than three investment options, other than Company Stock, to which the applicable individual may direct the proceeds of the divestment of Company Stock, and each investment option shall be diversified and have materially different risk and return characteristics. The opportunity to divest and reinvest shall be offered no less frequently than quarterly. The Plan shall not impose any restrictions or conditions with respect to the investment of Company Stock in violation of Code Section 401(a)(35)(D)(ii)(II).

(i) Notice. The Administrator shall provide a notice to applicable individuals no later than 30 days before the first date on which the individuals are eligible to exercise their rights. To the extent Company Stock is readily tradable on an established securities market, the notice shall describe the diversification rights provided under Code Section 401(a)(35) and describe the importance of diversifying the investment of retirement account assets.

(ii) Applicable Individual. The term “applicable individual” shall include the following:

(A) With respect to Elective Contributions and employee contributions, including rollovers (and earnings thereon): any Participant; alternate payee who has an Account under the Plan; and beneficiary of a deceased Participant.

(B) With respect to other Employer contributions (and earnings thereon): a Participant who has completed at least three years of service; an alternate payee who has an Account under the Plan with respect to a Participant who has completed at least three years of service; or a beneficiary of a deceased Participant.

Section 9.05. Funding Policy. The Company shall periodically establish and adopt procedures necessary for implementation of a funding policy which complies with ERISA. Unless the Company adopts a funding policy which explicitly provides otherwise, the funding policy for the Plan shall permit the Trustee to invest and reinvest the Trust Fund for the exclusive benefit of Plan Participants and their beneficiaries in any combination of corporate stocks, bonds, instruments of indebtedness, insurance contracts (if otherwise allowed), government securities, bank deposits and the Trustee’s common trust funds or pooled investment funds, if any, as the Trustee deems appropriate for the Plan and consistent with applicable law. Participants may be eligible to direct the investment of their Accounts in accordance with the Trust Agreement and policies and procedures established by the Administrator and the Trustee. Employer contributions may be made in the form of Company Stock.

ARTICLE X

CLAIMS PROCEDURE

Section 10.01. Definitions.For purposes of this Article, the following terms shall have the meanings set forth below:

(a) Adverse Benefit Determination.“Adverse Benefit Determination” means the denial of a claim. It does not encompass the amendment or termination of the Plan. However, it also includes any denial, reduction or termination of benefits or a failure to provide or make payment (in whole or in part) for a benefit and any denial, reduction, termination or failure to provide or make a payment based upon on a determination of a Participant’s or beneficiary’s eligibility to participate in a Plan.

(b) Claimant.Claimant means either a Plan Participant or a beneficiary of a Plan Participant with respect to whom a benefits determination is being or has been made.

(c) Notice, Notify or Notification. “Notice,” “Notify” or “Notification” means the delivery or furnishing of information to an individual in a manner that satisfies the standards of ERISA’s regulations on disclosure (29 C.F.R. § 2520.104b-1(b)).

(d) Relevant Document.A document, record or other information is considered “relevant” to a Participant’s benefit claim if such document, record or other information was relied upon in making the benefit determination; was submitted, considered or generated in the course of making the benefit determination, without regard to whether such document, record or other information was relied upon in making the benefit determination; or demonstrates compliance with the administrative processes and safeguards required to assure consistent application of Plan provisions with respect to similarly situated Claimants.

Section 10.02. Filing of Claim. Any Participant or beneficiary, or his duly authorized representative, may file a claim for a Plan benefit to which the Claimant believes he is entitled. Such a claim must be in writing and delivered to the Administrator or its delegate.

Section 10.03. Initial Determination of Claim.

(a) Within a reasonable period of time, but no later than 90 days after receipt of such claim, the Administrator or its delegate shall Notify the Claimant of the determination on the claim, whether granting or denying, in whole or in part, unless special circumstances require an extension of time for processing the claim. In no event may the extension period exceed 90 days from the end of the initial period. If an extension is necessary, the Claimant will be given a written Notice to this effect prior to the expiration of the initial 90-day period. The Notice will explain the special circumstances requiring the extension and the date by which the Administrator or its delegate expects to render a determination on the claim.

(b) The Administrator or its delegate has full discretion to deny or grant a claim in whole or in part. Such decisions shall be made in accordance with the governing Plan documents, and, where appropriate, Plan provisions will be applied consistently with respect to similarly situated Claimants. The Administrator shall have the discretion to determine which Claimants are similarly situated. If Notice regarding a claim is not furnished in accordance with this Section, the claim will be deemed denied and the Claimant will be permitted to exercise his right of review pursuant to Section 10.05.

Section 10.04. Duty of Committee Upon an Adverse Benefit Determination. The Administrator or its delegate will provide to every Claimant who has received an Adverse Benefit Determination written Notice setting forth in a manner calculated to be understood by the Claimant:

(a) the specific reason or reasons for the denial;

(b) reference to the specific Plan provisions on which the Adverse Benefit Determination is based;

(c) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why the material or information is necessary; and

(d) an explanation of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an Adverse Benefit Determination upon review.

Section 10.05. Request for Review of an Adverse Benefit Determination.Within 60 days after receipt by the Claimant of written Notification of the Adverse Benefit Determination, the Claimant or his duly authorized representative, upon written application to the Administrator, may request the Administrator to review the Adverse Benefit Determination, to review relevant documents and to submit issues and comments in writing.

On review of an Adverse Benefit Determination, upon request and free of charge, Claimants will have reasonable access to, and copies of, all documents, records and other information relevant to a Claimant’s claim for benefits.

Section 10.06. Decision on Review.

(a) The Administrator or its delegate shall make a prompt decision on review. The decision on review shall be written in a manner calculated to be understood by the Claimant and shall include specific reasons for the decision and references to the specific Plan provisions on which the decision is based. The decision on review shall be made no later than 60 days after the Administrator’s receipt of a request for a review, unless special circumstances require an extension of time for processing. In no event may the extension period exceed 60 days from the end of the initial period. If an extension is necessary, the Claimant will be given a written Notice to this effect prior to the expiration of the initial 60-day period. The Notice will explain the special circumstances requiring the extension and date by which the Administrator or its delegate expects to render a determination on the claim. If Notice of the decision on the review is not furnished in accordance with this Section, the claim shall be deemed to have been denied, and the Claimant shall be permitted to exercise his right to legal remedy pursuant to Section 10.07.

(b) The Administrator or its delegate will perform a review of Adverse Benefit Determinations, taking into account all comments, documents, records and other information submitted regardless of whether the information was previously considered on initial review. Such decisions shall be made in accordance with the governing Plan documents, and, where appropriate, Plan provisions will be applied consistently with respect to similarly situated Claimants. The Administrator shall have the discretion to determine which Claimants are similarly situated.

(c) On review of an Adverse Benefit Determination, upon request and free of charge, Claimants will have reasonable access to, and copies of, all documents, records and other information relevant to a Claimant’s claim for benefits.

(d) Notice of Adverse Benefit Determination on appeal must contain the following: the specific reason or reasons for the Adverse Benefit Determination; reference to the specific Plan provisions on which the Adverse Benefit Determination is based; and a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an Adverse Benefit Determination.

Section 10.07. Legal Remedy. After exhausting the claims procedure as provided under this Plan, nothing shall prevent any person from pursuing any other legal remedy. No legal action may be taken against the Company after the earlier of three years after the Company notifies the Participant of the denial of his claim or the expiration of the relevant statute of limitations in the state having jurisdiction of the claim.

ARTICLE XI

AMENDMENT AND TERMINATION

Section 11.01. Amendment or Restatement.The Company may amend or restate the Plan at any time and from time to time. No amendment or restatement shall authorize any part of the Trust Fund, other than amounts which are necessary to pay taxes and administration expenses, to be used for or diverted to purposes other than for the exclusive benefit of the Participants or their beneficiaries or estates. No amendment or restatement shall be construed to (a) reduce a Participant’s Account balance determined as of the date immediately preceding the effective date of the amendment or restatement; (b) reduce or eliminate any benefit protected by Code Section 411(d)(6); or (c) cause or permit any portion of the Trust Fund to revert to, or become property of, the Company. No amendment which affects the rights, duties or responsibilities of the Trustee shall be effective without the Trustee’s written consent. The provisions of the Plan as in effect at the time of a Participant’s termination of Employment shall control as to that Participant unless otherwise specified in the Plan.

Section 11.02. Termination and Discontinuance of Contributions.The Company reserves the right to terminate the Plan at any time with respect to any or all Participants. Any participating Employer shall be permitted to discontinue or revoke its participation in the Plan. Upon complete discontinuance of Plan contributions or full or partial termination of the Plan, the Account of each affected Participant shall become fully vested and nonforfeitable. In the event of full or partial termination, the Employer’s liability to pay Plan benefits shall be strictly limited to assets of the Trust Fund. No one shall have any claim against the Company to provide any or all of the Plan benefits regardless of the sufficiency of the Trust Fund, except as otherwise required by law. The termination of the Plan shall not result in the reduction of any benefit protected by Code Section 411(d)(6), except to the extent permitted by applicable Treasury Regulations. Upon partial termination, the Account balances of the affected Participants shall be fully vested and nonforfeitable. In determining whether a partial termination has occurred, the Administrator shall analyze the facts based on IRS Revenue Ruling 2007-43 or superseding guidance.

Section 11.03. Distribution Upon Termination. If the Plan terminates pursuant to Section 11.02, and the Company does not merge the assets of the Plan with another qualified plan or continue the Plan as a “wasting trust” by satisfying all ongoing Plan qualification rules, the Company shall distribute each Participant’s Account in a lump sum; provided, however, if the Employer (or any member of a controlled group within the meaning of Code Sections 414(b), (c), (m) and (o) of which the Employer is a member) establishes or maintains at any time within the 24-month period beginning 12 months before the time of termination another defined contribution plan, other than an employee stock ownership plan or simplified employee pension (as defined in Code Section 408(k)) which covers 2% or more of the employees covered under the Plan at the time of termination, each Participant’s Account shall be transferred to such other defined contribution plan. Participant consent to such a transfer shall be required only if transfer of the Participant’s Account results in an elimination or reduction of Code Section 411(d)(6) protected benefits.

Participant consent shall not be required if Participants’ Accounts are to be paid in a lump sum.

Section 11.04. Merger, Consolidation or Transfer of Assets and Liabilities. Upon any merger or consolidation with, or a transfer of assets or liabilities to, another plan, each Participant must be entitled to receive at least as great a benefit immediately after such event (if the Plan had terminated) as he would have been entitled to receive if the Plan terminated immediately prior to such event (if the Plan had then terminated). Any such transfer, merger or consolidation must not otherwise result in the elimination of any benefit protected by Code Section 411(d)(6).

Section 11.05. Successor Employer. Any successor to the business of the Employer may, with the written consent of the Company, continue the Plan and Trust. Such successor shall succeed to all the rights, powers and duties of the Employer.

Section 11.06. Plan Termination/Alternate Defined Contribution Plans. A distribution of Elective Contributions may not be made upon Plan termination if the Employer establishes or maintains an alternative defined contribution plan. A plan is an alternative defined contribution plan only if it is a defined contribution plan that exists at any time during the period beginning on the date of plan termination and ending 12 months after distribution of all assets from the terminated plan. However, if at all times during the 24-month period beginning 12 months before the date of Plan termination fewer than 2% of the employees who were eligible under the defined contribution plan that includes the cash or deferred arrangement as of the date of Plan termination are eligible under the other defined contribution plan, the other plan is not an alternative defined contribution plan. In addition, a defined contribution plan is not treated as an alternative defined contribution plan if it is an employee stock ownership plan as defined in Code Section 4975(e)(7) or 409(a), a simplified employee pension as defined in Code Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract that satisfies the requirements of Code Section 403(b) or a plan described in Code Section 457(b) or (f).

ARTICLE XII

GENERAL PROVISIONS

Section 12.01. Employee Stock Ownership Plan.The Plan, or a portion of the Plan designated by the Administrator, shall constitute an Employee Stock Ownership Plan as defined in ERISA and the Code and shall be designed to invest primarily in qualifying employer securities or used to repay Acquisition Loans.

Section 12.02. Company Stock Acquisition Loans.The Plan may incur Acquisition Loans from time to time to finance the acquisition of Financed Shares or to repay a prior Acquisition Loan. An installment obligation incurred in connection with the purchase of Company Stock shall constitute an Acquisition Loan.

An Acquisition Loan shall meet the following requirements:

(a) An Acquisition Loan shall be for the primary benefit of Participants and their Beneficiaries, shall be for a specific term, shall bear a reasonable rate of interest and shall not be payable on demand except in the event of default.

(b) An Acquisition Loan may be secured only by a collateral pledge of the Financed Shares so acquired, provided such pledge does not violate regulations promulgated by the Federal Reserve Board or any other applicable law or regulation. No other Plan assets may be pledged as collateral for an Acquisition Loan, and no lender or other person entitled to payment under an Acquisition Loan shall have recourse against the Plan or its assets other than any Financed Shares remaining subject to pledge, contributions (other than contributions of Company Stock) made to repay the Acquisition Loan or to satisfy obligations thereunder and earnings attributable to such collateral and the investment of such contributions. Any pledge of Financed Shares must provide for the release of shares so pledged under either the General Rule or the Special Rule (as defined in subsections (f) and (g) below).

(c) Within a reasonable time after receipt by the Trustee of the proceeds of an Acquisition Loan, the Trustee shall, as directed by the Administrator, apply the loan proceeds to acquire Company Stock from the Employer or existing shareholders or to repay an Acquisition Loan.

(d) Payments of principal and interest on any Acquisition Loan during a Plan Year shall not exceed an amount equal to the sum of Employer contributions and Income during or prior to such Plan Year, less payments with respect to the Acquisition Loan in prior Plan Years. Such Employer contributions and Income will be accounted for separately in the books of Accounts of the Plan until the Acquisition Loan is repaid. For this purpose, Income shall include dividends on Financed Shares held in a loan suspense account, as such term is defined in subsection (e), earnings on such dividends, earnings on the proceeds of Acquisition Loans awaiting investment in Company Stock, earnings on Employer contributions and such other amounts as may be permitted by law.

(e) Any Financed Shares acquired by the Trustee shall initially be credited to a “loan suspense account” and shall be allocated with respect to a Plan Year on the basis of payments on the Acquisition Loan made by the Trustee during the Plan Year. The number of Financed Shares to be released from a loan suspense account for allocation to ESOP Contribution Accounts for each Plan Year shall be determined in accordance with the General Rule or the Special Rule as defined in subsections (f) and (g) below. With respect to each Acquisition Loan, the Administrator shall determine whether the General Rule or the Special Rule is to apply.

(f) The General Rule referred to above is based upon the payment of principal and interest on the Acquisition Loan. For each Plan Year during the duration of the Acquisition Loan, the Administrator shall release from the loan suspense account a number of shares equal to the total number of shares held in the loan suspense account immediately prior to the release, multiplied by a fraction in which:

(i) the numerator is the amount of principal and interest paid for the Plan Year; and

(ii) the denominator is the sum of the numerator plus the principal and interest to be paid for all future Plan Years.

(g) The Special Rule referred to above is based solely on principal payments. For each Plan Year during the duration of the Acquisition Loan, the Administrator shall release from the loan suspense account a number of shares equal to the total number of such shares held in the loan suspense account immediately prior to the release, multiplied by a fraction in which:

(i) the numerator is the amount of principal paid for the Plan Year; and

(ii) the denominator is the sum of the numerator plus the principal to be paid for all future Plan Years.

(h) The Administrator may apply the Special Rule only if the Acquisition Loan provides for annual payments of principal and interest at a cumulative rate which is no less rapid at any time than level annual payments of such amounts for 10 years and only if the interest included in any payment is disregarded to the extent it would be determined to be interest under standard loan amortization tables. The Special Rule shall not be applicable from the time that, by reason of a renewal, extension or refinancing, the sum of the expired duration of the Acquisition Loan, the renewal period, the extension period and the duration of a new Acquisition Loan exceeds 10 years.

(i) In determining the number of shares to be released for any Plan Year under either the General Rule or the Special Rule:

(i) the number of future years under the Acquisition Loan must be definitely ascertainable and must be determined without taking into account any possible extensions or renewal periods; and

(ii) if the Acquisition Loan provides for a variable interest rate, the interest to be paid for all future Plan Years must be computed by using the interest rate applicable as of the end of the Plan Year for which the determination is being made.

(j) Company Stock may not be acquired by the Plan pursuant to a Plan obligation to acquire Company Stock from a particular holder of such stock at an indefinite time determined upon the happening of an event such as the death of the holder.

(k) The interest rate and the price of Company Stock acquired with Acquisition Loan proceeds shall not result in a “drain off” as described in Treasury Regulations Section 54.4975-7(b)(3).

(l) Except as provided under Section 7.04 relating to permitted put options, no securities acquired with the proceeds of an Acquisition Loan may be subject to a put, call or other option, or buy-sell or other arrangement, while held by and when distributed from the Plan, regardless of whether the Plan continues to operate as an Employee Stock Ownership Plan, to the extent required by Treasury Regulations Section 54.5975-7(b)(iv).

(m) Any assets transferred in satisfaction of an Acquisition Loan must not exceed the amount of default. For a disqualified person, the assets transferred to satisfy default cannot exceed the payment schedule of an Acquisition Loan.

(n) The rights and protections required under Treasury Regulations Section 54.4975-7(b)(4), relating to put, call or other options, and to buy-sell or similar arrangements, and Treasury Regulations Section 54.4975-7(b)(10), (11) and (12), relating to put options, are nonterminable, even if the Acquisition Loan is repaid or the Plan ceases to be an Employee Stock Ownership Plan.

(o) To the extent Company Stock acquired with the proceeds of an Acquisition Loan available for distribution consists of more than one class, a distributee must receive substantially the same proportion of each such class.

Section 12.03. Limitation on Allocation of Accounts With Respect to Shareholder Electing Gain Deferral.This Section applies only if the Company Stock is not readily tradable on an established market. If a shareholder of Company Stock sells Company Stock to the Trust Fund and elects (with the consent of the Company) nonrecognition of gain under Code Section 1042, no portion of the Company Stock purchased may be allocated during the nonallocation period to the Account of (or be allocated directly or indirectly under any plan of the Company for the benefit of):

(a) Any individual who makes an election under Code Section 1042 with respect to any Company Stock sold to the Plan; or

(b) Such individual’s spouse, brothers or sisters (whether by whole or half blood), ancestors or lineal descendants (except as to certain lineal descendants, to the extent permitted under Code Section 409(n)(3)(A)) or any other person who bears a relationship to him that is described in Code Section 267(c)(4).

The “nonallocation period” is the period beginning on the date of the sale of the Company Stock to the Plan and ending on the later of the date that is 10 years from the date of that sale or the date of the Plan allocation attributable to the final payment of any loan obligation incurred by the Plan in connection with that sale.

In addition, no portion of the Company Stock purchased in any transaction to which Code Section 1042 applies (or any dividends or other Income attributable thereto) may thereafter be allocated to the Account of any Participant owning (as determined under Code Section 318(a) (without regard to Code Section 318(a)(2)(B)(i))), during the entire one-year period preceding the date of purchase or as of the date such Company Stock is allocated, more than 25% of any class of outstanding stock of the Company or of the total value of any class of outstanding stock of the Company.

Notwithstanding the foregoing, this Section shall not apply if the Company is a subchapter S corporation under the Code. In such case, Code Section 1042 will not apply and a shareholder of Company Stock may not defer the gain on a sale of Company Stock to the Plan.

Section 12.04. Voting Rights.Each Participant shall direct the Trustee with respect to how to vote Company Stock allocated to the Participant’s Account.

In the event the Company Stock becomes a non-registration-type class of securities, each Participant shall direct the Trustee how to vote Company Stock allocated to the Participant’s Account with respect to any corporate matter which involves the voting of such shares for the approval or disapproval of any corporate merger or consolidation, recapitalization, reclassification, liquidation, dissolution or sale of substantially all assets or any similar transaction prescribed by regulations.

In the event a Participant or beneficiary does not provide instructions as to how the Company Stock allocated to his Account shall be voted, then, as a general rule, the Administrator and the Trustee shall refrain from voting such shares. This position is based on the premise that a Participant who has abstained or not provided any instructions as to the voting of his Employer Stock Account has made a decision that it is in the best interests of such Participant to either abstain or not vote. If the Administrator determines that either ERISA or its fiduciary duties require it to vote the allocated shares as to which no voting instructions have been received from the respective Participants or beneficiaries, the Administrator shall vote such shares. The Administrator and the Trustee shall establish procedures with respect to voting Company Stock.

Section 12.05. Limitation on Liability.In no event shall the Company, the Employer or the Administrator or any employee, officer or director of the Company or the Employer incur any liability for any act or failure to act unless such act or failure to act constitutes a lack of good faith, willful misconduct or gross negligence with respect to the Plan or the Trust Fund.

Section 12.06. Indemnification.The Trust Fund shall indemnify the Administrator and any employee, officer or director of the Employer against all liabilities arising by reason of any act or failure to act unless such act or failure to act is due to such person’s own gross negligence or willful misconduct or lack of good faith in the performance of his duties to the Plan or Trust Fund. Such indemnification shall include, but not be limited to, expenses reasonably incurred in the defense of any claim, including attorney and legal fees, and amounts paid in any settlement or compromise; provided, however, that indemnification shall not occur to the extent it is not permitted by applicable law. If Trust Fund assets are insufficient or indemnification is not permitted by applicable law, the Employer shall indemnify such person. Indemnification shall not be deemed the exclusive remedy of any person entitled to indemnification pursuant to this Section. The indemnification provided hereunder shall continue as to a person who has ceased acting as a director, officer, member, agent or employee of the Administrator or as an officer, director or employee of the Employer, and such person’s rights shall inure to the benefit of his heirs and representatives.

Section 12.07. Compliance With Employee Retirement Income Security Act of 1974.Notwithstanding any other provisions of the Plan, a fiduciary or other person shall not be relieved of any responsibility or liability for any responsibility, obligation or duty imposed upon such person pursuant to the Employee Retirement Income Security Act of 1974, as amended from time to time.

Section 12.08. Qualified Military Service.

(a) In General. Notwithstanding any provision of the Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u).

(b) Death During Qualified Military Service. In the case of a Participant who dies while performing qualified military service, as described in Code Section 414(u), the surviving beneficiaries of such Participant shall be entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment on account of death pursuant to Code Section 401(a)(37).

(c) Differential Military Pay. Pursuant to Code Section 414(u)(12), a Participant receiving differential wage payments (as defined in Code Section 3401(h)(2)) shall be treated as an employee of the Company making the payment, and the differential wage payments shall be treated as Compensation for all purposes under the Plan.

For purposes of Code Section 401(k)(2)(B)(i)(I), a Participant shall be treated as having terminated from Employment during any period the Participant is performing services described in Code Section 3401(h)(2)(A). If a Participant elects to receive a distribution under this paragraph, the Participant may not make an Elective Contribution during the six-month period beginning on the date of distribution.

Section 12.09. Nonalienation of Benefits. Except with respect to any indebtedness owing to the Trust Fund, payments required pursuant to a qualified domestic relations order as defined by the Code, or as otherwise permitted by law, benefits payable by the Plan shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy, either voluntary or involuntary. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to Plan benefits shall be void.

Section 12.10. Employment Not Guaranteed by Plan.The establishment of the Plan and its amendments and the granting of a benefit pursuant to the Plan shall not give any Participant the right to continued Employment with the Employer or limit the right of the Employer to dismiss or impose penalties upon the Participant or modify the terms of Employment of any Participant.

Section 12.11. Form of Communication.Any election, application, claim, notice or other communication required or permitted to be made by or to a Participant, the Administrator or the Company shall be made in such form as the Administrator or the Company shall prescribe. A communication shall be effective upon mailing if sent first-class, postage prepaid, and addressed to the Administrator or the Company at the principal office of the Administrator or the Company or to the Participant at his last-known address.

Section 12.12. Facility of Payment.If a Participant’s duly qualified guardian or legal representative makes claim for any amount owing to the Participant, the Trustee shall pay the amount to which the Participant is entitled to such guardian or legal representative. In the event a distribution is to be made to a minor, the Administrator may direct such distribution be paid to the legal guardian or, if none, to a parent of such minor or an adult with whom the beneficiary maintains his residence or to the custodian for such beneficiary under the Uniform Gift to Minors Act, if permitted by the laws of the state in which the beneficiary resides. Any payment made pursuant to this Section in good faith shall be a payment for the Account of the Participant and shall be a complete discharge from any liability of the Trust Fund or the Trustee.

Section 12.13. Location of Participant or Beneficiary Unknown.This Section pertains to Participants and Beneficiaries that cannot be located, but are entitled to a distribution under this Plan (“Lost Participant”). The Administrator, by certified or registered mail addressed to the last-known address of the Lost Participant, shall notify the Lost Participant that he is entitled to an unclaimed amount under this Plan. To the extent possible, the Administrator will also check any other plan of the Employer or affiliated company to ensure it has the most up-to-date information. If the Lost Participant fails to claim his benefits or make his whereabouts known in writing to the Administrator, or the Administrator is otherwise unable to locate the Lost Participant after reasonable due diligence, the Administrator shall treat the unclaimed benefit of the Lost Participant as forfeited.

In the event of a Plan termination, any amount not already forfeited under the previous paragraph payable to Lost Participants shall be transferred at the earliest possible date to the state of the Lost Participant’s last-known address pursuant to the terms of that state’s abandoned property law or as otherwise required by applicable law. Upon transfer, the Employer, Plan, Administrator, Trust Fund, and Trustee shall have no further liability for the amount.

If a Lost Participant incurs a forfeiture under this Section and then makes a claim for his forfeited Account, at any time prior to termination, the Administrator shall restore the forfeited Account to the same dollar amount as the amount forfeited, unadjusted for any gains or losses occurring subsequent to the date of the forfeiture. The Administrator shall make the restoration during the Plan Year in which the Lost Participant makes the claim, first from the amount of Participant forfeitures the Administrator otherwise would use for the Plan Year, and then from the amount, or additional amount, the Employer for whom such Participant was employed shall contribute to the Plan to enable the Administrator to make the required restoration. The Administrator shall direct the Trustee to distribute the restored Account to the Lost Participant in a lump sum no later than 60 days after the close of the Plan Year in which the Administrator restores the forfeited Account.

The provisions of this Section are intended to provide permissible but not exclusive means for the Administrator to administer the Accounts of Lost Participants. The Administrator may utilize any other reasonable method to locate Lost Participants and to administer the Accounts of Lost Participants, including default rollover and such other methods as the IRS or the DOL may specify. The Administrator will apply this Section in a reasonable, uniform, and nondiscriminatory manner, but may, in determining a specific course of action as to a particular Account, reasonably take into account differing circumstances such as the amount of a Lost Participant’s Account, the expense in attempting to locate a Lost Participant, the Administrator’s ability to establish, and the expense of establishing, a rollover IRA, and other factors. The Administrator may charge to the Account of a Lost Participant the reasonable expenses incurred under this Section and which are associated with the Lost Participant’s Account.

Section 12.14. Service in More Than One Fiduciary Capacity.Any individual, entity or group of persons may serve in more than one fiduciary capacity with respect to the Plan and the Trust Fund.

Section 12.15. Offset. In the event any payment is made by the Trustee to any individual who is not entitled to such payment, the Trustee shall have the right to reduce future payments due to such individual by the amount of any such erroneous payment. This right of offset, however, shall not limit the rights of the Trustee to recover such overpayments in any other manner.

The foregoing is adopted this 30 day of December, 2016.

	BEAR STATE FINANCIAL, INC.



	By:	/s/ Donna Merriweather
	Name	Donna Merriweather
	Title	Executive Vice President - Director of Human Resources

Bear State Financial Inactive S-8Registration of securities for employees