Valspar 8-K Departure of Directors or Certain Officers

Exhibit 10.1

ADOPTION AGREEMENT

1.01	PREAMBLE
	By the execution of this Adoption Agreement the Plan Sponsor hereby [complete (a) or (b)]
	(a)x	adopts a new plan as ofApril 1, 2014 (See Appendix A for special effective dates)
	(b)o	amends and restates its existing plan as of _____________ [month, day, year] which is the Amendment Restatement Date. Except as otherwise provided in Appendix A, all amounts deferred under the Plan prior to the Amendment Restatement Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Restatement Date.
		Original Effective Date: _____________[month, day, year]
		Pre-409A Grandfathering:     o Yes    o No
1.02	PLAN
	Plan Name:Valspar Corporation Deferred Compensation Plan
	Plan Year:December, 31
1.03	PLAN SPONSOR
	Name:		Valspar Corporation
	Address:		P.O. Box 1461, Minneapolis, MN 55440-1461
	Phone # :		612-851-7000
	EIN:		36-2443580
	Fiscal Yr:		October 26, 2013-October 31, 2014 (Generally 10/31, corporate year is a 52/53 week year)
	Is stock of the Plan Sponsor, any Employer or any Related Employer publicly traded on an established securities market?
	xYes   o No

1.04	EMPLOYER
	The following entities have been authorized by the Plan Sponsor to participate in and have adopted the Plan (insert “Not Applicable” if none have been authorized):
	Entity			Publicly Traded on Est. Securities Market
					Yes	No
	Valspar Corporation				x	o
	EPS (Engineered Polymer Solutions)				o	x
	Plasti-Kote				o	x
	Valspar Refinishing				o	x
	Valspar Sourcing				o	x
					o	o
1.05	ADMINISTRATOR
	The Plan Sponsor has designated the following party or parties to be responsible for the administration of the Plan:
	Name:		Valspar Corporation
	Address:		P.O. Box 1461, Minneapolis, MN 55440-1461
	Note:	The Administrator is the person or persons designated by the Plan Sponsor to be responsible for the administration of the Plan. Neither Fidelity Employer Services Company nor any other Fidelity affiliate can be the Administrator.
1.06	KEY EMPLOYEE DETERMINATION DATES
	The Plan Sponsor has designated _____________ as the Identification Date for purposes of determining Key Employees.
	In the absence of a designation, the Identification Date is December 31.
	The Plan Sponsor has designated _____________ as the effective date for purposes of applying the six month delay in distributions to Key Employees.
	In the absence of a designation, the effective date is the first day of the fourth month following the Identification Date. For purposes of this plan, all employees will be treated as Key Employees and distributions other than Specified Date Distributions in Sec. 6.01(b)(i) will be delayed at least 6 months from the distribution trigger event.

2.01	PARTICIPATION
	(a)	x	Employees [complete (i), (ii) or (iii)]
		(i)	x	Eligible Employees are selected by the Plan Sponsor.
		(ii)	o	Eligible Employees are those employees of the Plan Sponsor who satisfy the following criteria:
		(iii)	o	Employees are not eligible to participate.
	(b)	x	Directors [complete (i), (ii) or (iii)]
		(i)	x	All Directors are eligible to participate.
		(ii)	o	Only Directors selected by the Plan Sponsor are eligible to participate.
		(iii)	o	Directors are not eligible to participate.

3.01	COMPENSATION
	For purposes of determining Participant contributions under Article 4 and Employer contributions under Article 5, Compensation shall be defined in the following manner [complete (a) or (b) and select (c) and/or (d), if applicable]:
	(a)	x	Compensation is defined as:
			Base Compensation
			Annual Cash Bonus (Valshare & Annual Cash Bonus portion of the Sales Incentive Plan, does not include Commissions)
			Cash Settled RSUs
			Lost ERISA Payments
	(b)	o	Compensation as defined in ______________________ without regard to the limitation in Section 401(a)(17) of the Code for such Plan Year. In addition, Compensation shall include amounts deferred into this plan as well as any Short-term Incentive bonus amounts.
	(c)	x	Director Compensation is defined as:
			Annual retainer (cash portion)
	(d)	o	Compensation shall, for all Plan purposes, be limited to $           .
	(e)	o	Not Applicable.
3.02	BONUSES
	Compensation, as defined in Section 3.01 of the Adoption Agreement, includes the following type of bonuses that will be the subject of a separate deferral election:

Type	Will be treated as Performance Based Compensation
		Yes	No
Annual Cash Bonus		x	o
		o	o
		o	o
		o	o
		o	o
o        Not Applicable.

4.01	PARTICIPANT CONTRIBUTIONS
	If Participant contributions are permitted, complete (a), (b), and (c). Otherwise complete (d).
	(a)	Amount of Deferrals
		A Participant may elect within the period specified in Section 4.01(b) of the Adoption Agreement to defer the following amounts of remuneration. For each type of remuneration listed, complete “dollar amount” and / or “percentage amount”.
		(i)	Compensation Other than Bonuses [do not complete if you complete (iii)]

			Dollar Amount		% Amount
Type of Remuneration			Min	Max	Min	Max	Increment
(a)     Base salary					1%	50%	1%
(b)     Cash-settled RSUs					1%	100%	1%
(c)     Lost ERISA Payments					1%	100%	1%
Note: The increment is required to determine the permissible deferral amounts. For example, a minimum of 0% and maximum of 20% with a 5% increment would allow an individual to defer 0%, 5%, 10%, 15% or 20%.
(ii)	Bonuses [do not complete if you complete (iii)]
			Dollar Amount		% Amount
Type of Bonus			Min	Max	Min	Max	Increment
(a) Annual Cash Bonus					1%	100%	1%
(b)
(c)
(iii)	Compensation [do not complete if you completed (i) and (ii)]
Dollar Amount			% Amount
Min		Max	Min	Max	Increment
(iv)	Director Compensation
			Dollar Amount		% Amount
Type of Compensation			Min	Max	Min	Max	Increment
Annual retainer (cash portion)					1%	100%	1%

(b)	Election Period
	(i)	Performance Based Compensation
		A special election period
		x     Does               o     Does Not
		apply to each eligible type of performance based compensation referenced in Section 3.02 of the Adoption Agreement.
		The special election period, if applicable, will be determined by the Plan Sponsor.
	(ii)	Newly Eligible Participants
		An employee who is classified or designated as an Eligible Employee during a Plan Year
		o     May               x     May Not
		elect to defer Compensation earned during the remainder of the Plan Year by completing a deferral agreement within the 30 day period beginning on the date he is eligible to participate in the Plan.
(c)	Revocation of Deferral Agreement
	A Participant’s deferral agreement
	x     Will
	o     Will Not
	be cancelled for the remainder of any Plan Year during which he receives a hardship distribution of elective deferrals from a qualified cash or deferred arrangement maintained by the Employer to the extent necessary to satisfy the requirements of Reg. Sec. 1.401(k)-1(d)(3). If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.
(d)	No Participant Contributions
	o     Participant contributions are not permitted under the Plan.

5.01	EMPLOYER CONTRIBUTIONS
	If Employer contributions are permitted, complete (a) and/or (b). Otherwise complete (c).
	(a)	Matching Contributions
		(i)	Amount
			For each Plan Year, the Employer shall make a Matching Contribution on behalf of each Participant who defers Compensation for the Plan Year and satisfies the requirements of Section 5.01(a)(ii) of the Adoption Agreement equal to [complete the ones that are applicable]:
			(A)	o	_____ of the Compensation the Participant has elected to defer for the Plan Year limited to __% of Compensation
			(B)	o	An amount determined by the Employer in its sole discretion
			(C)	o	Matching Contributions for each Participant shall be limited to $___ and/or ___% of Compensation.
			(D)	o	Other:
			(E)	x	Not Applicable [Proceed to Section 5.01(b)]
		(ii)	Eligibility for Matching Contribution
			A Participant who defers Compensation for the Plan Year shall receive an allocation of Matching Contributions determined in accordance with Section 5.01(a)(i) provided he satisfies the following requirements [complete the ones that are applicable]:
			(A)	o	Describe requirements:
			(B)	o	Is selected by the Employer in its sole discretion to receive an allocation of Matching Contributions
			(C)	o	No requirements

	(iii)	Time of Allocation
		Matching Contributions, if made, shall be treated as allocated [select one]:
		(A)	o	As of the last day of the Plan Year
		(B)	o	At such times as the Employer shall determine in it sole discretion
		(C)	o	At the time the Compensation on account of which the Matching Contribution is being made would otherwise have been paid to the Participant
		(D)	o	Other:
(b)	Other Contributions
	(i)	Amount
		The Plan Sponsor shall make a contribution on behalf of each Participant who satisfies the requirements of Section 5.01(b)(ii) equal to [complete the ones that are applicable]:
		(A)	o	An amount equal to       [insert number]% of the Participant’s Compensation
		(B)	x	An amount determined by the Plan Sponsor in its sole discretion
		(C)	o	Contributions for each Participant shall be limited to $
		(D)	o	Other:
		(E)	o	Not Applicable [Proceed to Section 6.01]

	(ii)	Eligibility for Other Contributions
		A Participant shall receive an allocation of other Employer contributions determined in accordance with Section 5.01(b)(i) for the Plan Year if he satisfies the following requirements [complete the one that is applicable]:
		(A)	o	Describe requirements:
		(B)	x	Is selected by the Plan Sponsor in its sole discretion to receive an allocation of other Employer contributions
		(C)	o	No requirements
	(iii)	Time of Allocation
		Employer contributions, if made, shall be treated as allocated [select one]:
		(A)	o	As of the last day of the Plan Year
		(B)	x	At such time or times as the Plan Sponsor shall determine in its sole discretion
		(C)	o	Other:
(c)	No Employer Contributions
	o	Employer contributions are not permitted under the Plan.

6.01	DISTRIBUTIONS
	The timing and form of payment of distributions made from the Participant’s vested Account shall be made in accordance with the elections made in this Section 6.01 of the Adoption Agreement except when Section 9.6 of the Plan requires a six month delay for certain distributions to Key Employees of publicly traded companies.
	(a)	Timing of Distributions
		(i)	All distributions shall commence in accordance with the following [choose one]:
			(A)	o	As soon as administratively feasible following the distribution event but in no event later than the time prescribed by Treas. Reg. Sec. 1.409A-3(d).
			(B)	o	Monthly on specified day ___
			(C)	x	Annually onAugust 1st for all distribution types except upon death. Distributions upon death will be paid as soon as administratively feasible.
			(D)	o	Calendar quarter on specified month and day [          month of quarter (insert 1,2 or 3);      day (insert day)]
		(ii)	The timing of distributions as determined in Section 6.01(a)(i) shall be modified by the adoption of:
			(A)	x	Event Delay – Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for 6 (Six) months .
			(B)	o	Hold Until Next Year – Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for twelve months from the date of the event if payment pursuant to Section 6.01(a)(i) will thereby occur in the next calendar year or on the first payment date in the next calendar year in all other cases.
			(C)	o	Immediate Processing – The timing method selected by the Plan Sponsor under Section 6.01(a)(i) shall be overridden for the following distribution events [insert events] and will be processed on January 1 following the distribution event:
			(D)	o	Not applicable.

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

			Lump Sum	Installments
(i)	x	Specified Date	x	2-15 years
(ii)	o	Specified Age		years
(iii)	x	Separation from Service	x	2-15 years
(iv)	o	Separation from Service plus 6 months		years
(v)	o	Separation from Service plus        months [not to exceed        months]		years
(vi)	o	Retirement		years
(vii)	o	Retirement plus 6 months		years
(viii)	o	Retirement plus        months [not to exceed        months]		years
(ix)	o	Disability		years
(x)	o	Death		years
(xi)	x	Change in Control	x	2-15 years

	The minimum deferral period for Specified Date or Specified Age event shall be 2 years. Please note that distributions will occur based upon the earliest of the events to occur in Sec. (b)(i), (iii), or (xi).
	Installments may be paid [select each that applies]
	o	Monthly
	o	Quarterly
	x	Annually
(c)	Specified Date and Specified Age elections may not extend beyond ageNA.

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

	EVENTS		FORM OF PAYMENT
o	Separation from Service		Lump sum	Installments
o	Separation from
	Service before Retirement		Lump sum	Installments
x	Death	x	Lump sum	Installments
o	Disability		Lump sum	Installments
o	Not Applicable

(e)	Involuntary Cashouts
	x	If the Participant’s vested Account at the time of his Separation from Service does not exceed $15,000 distribution of the vested Account shall automatically be made in the form of a single lump sum in accordance with Section 9.5 of the Plan.
	o	There are no involuntary cashouts.
(f)	Retirement
	o	Retirement shall be defined as a Separation from Service that occurs on or after the Participant [insert description of requirements]:
	x	No special definition of Retirement applies.

(g)	Distribution Election Change
	A Participant
	x	Shall
	o	Shall Not
	be permitted to modify a scheduled distribution date and/or payment option in accordance with Section 9.2 of the Plan.
	A Participant shall generally be permitted to elect such modification 5 number of times.
	Administratively, allowable distribution events will be modified to reflect all options necessary to fulfill the distribution change election provision.
(h)	Frequency of Elections
	The Plan Sponsor
	x	Has
	o	Has Not
	Elected to permit annual elections of a time and form of payment for amounts deferred under the Plan. If a single election of a time and/or form of payment is required, the Participant will make such election at the time he first completes a deferral agreement which, in all cases, will be no later than the time required by Reg. Sec. 1.409A-2.

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

o	Years of Service	Vesting %
	0	0%	(insert ‘100’ if there is immediate vesting)
	1	0%
	2	0%
	3	0%
	4	0%
	5	0%
	6	0%
	7	0%
	8	0%
	9	0%

		o	Other:
		o	Class year vesting applies.
		x	Not applicable.
(b)	Other Employer Contributions
	The Participant’s vested interest in the amount credited to his Account attributable to Employer contributions other than Matching Contributions shall be based on the following schedule:

x	Years of Service	Vesting %
	0	100%	(insert ‘100’ if there is immediate vesting)
	1
	2
	3
	4
	5
	6
	7
	8
	9

o Other:

x Class year vesting applies.

o Not applicable.

(c)	Acceleration of Vesting
	A Participant’s vested interest in his Account will automatically be 100% upon the occurrence of the following events: [select the ones that are applicable]:
	(i)	o	Death
	(ii)	o	Disability
	(iii)	o	Change in Control
	(iv)	o	Eligibility for Retirement
	(v)	o	Other:
	(vi)	x	Not applicable.
(d)	Years of Service
	(i)	A Participant’s Years of Service shall include all service performed for the Employer and
		o	Shall
		o	Shall Not
		include service performed for the Related Employer.
	(ii)	Years of Service shall also include service performed for the following entities:
	(iii)	Years of Service shall be determined in accordance with (select one)

	(A)	o	The elapsed time method in Treas. Reg. Sec. 1.410(a)-7
	(B)	o	The general method in DOL Reg. Sec. 2530.200b-1 through b-4
	(C)	o	The Participant’s Years of Service credited under [insert name of plan] ______________________
	(D)	o	Other:
(iv)	x	Not applicable.

8.01	UNFORESEEABLE EMERGENCY
	(a)	A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24:
		x	Will
		o	Will Not [if Unforeseeable Emergency withdrawals are not permitted, proceed to Section 9.01]
		be allowed.
	(b)	Upon a withdrawal due to an Unforeseeable Emergency, a Participant’s deferral election for the remainder of the Plan Year:
		x	Will
		o	Will Not
		be cancelled. If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.

9.01	INVESTMENT DECISIONS
	Investment decisions regarding the hypothetical amounts credited to a Participant’s Account shall be made by [select one]:
	(a)	x	The Participant or his Beneficiary
	(b)	o	The Employer

10.01	TRUST
	The Employer [select one]:
	x	Does
	o	Does Not
intend to establish a rabbi trust as provided in Article 11 of the Plan.

11.01	TERMINATION UPON CHANGE IN CONTROL
	The Plan Sponsor
	x	Reserves
	o	Does Not Reserve
	the right to terminate the Plan and distribute all vested amounts credited to Participant Accounts upon a Change in Control as described in Section 9.7.
11.02	AUTOMATIC DISTRIBUTION UPON CHANGE IN CONTROL
	Distribution of the remaining vested balance of each Participant’s Account
	o	Shall
	x	Shall Not
	automatically be paid as a lump sum payment upon the occurrence of a Change in Control as provided in Section 9.7.
11.03	CHANGE IN CONTROL
	A Change in Control for Plan purposes includes the following [select each definition that applies]:
	(a)	x	A change in the ownership of the Employer as described in Section 9.7(c) of the Plan.
	(b)	x	A change in the effective control of the Employer as described in Section 9.7(d) of the Plan.
	(c)	x	A change in the ownership of a substantial portion of the assets of the Employer as described in Section 9.7(e) of the Plan.
	(d)	o	Not Applicable.

12.01	GOVERNING STATE LAW
	The laws ofDelaware shall apply in the administration of the Plan to the extent not preempted by ERISA.

EXECUTION PAGE

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

PLAN SPONSOR:	The Valspar Corporation
By:	/s/Vince Opat
Title:	Director, Compensation and Benefits

APPENDIX A

SPECIAL EFFECTIVE DATES

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