S-8

As filed with the Securities and Exchange Commission on December 28, 2021

Registration No. 333-           

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FARMER BROS. CO.

(Exact name of registrant as specified in its charter)

Delaware	95-0725980
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
1912 Farmer Brothers Drive
Northlake, Texas	76262
(Address of Principal Executive Offices)	(Zip Code)

FARMER BROS. CO. AMENDED AND RESTATED 2017 LONG-TERM INCENTIVE PLAN

FARMER BROS. CO. 401(K) PLAN

(Full title of the plan)

Deverl Maserang

President and Chief Executive Officer

Farmer Bros. Co.

1912 Farmer Brothers Drive

Northlake, Texas 76262

(Name address of agent for service)

(682) 549-6600

(Telephone number, including area code, of agent for service)

With a Copy to:

Scott R. Drake

Chief Financial Officer

Farmer Bros. Co.

1912 Farmer Brothers Drive

Northlake, Texas 76262

(682) 549-6600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $1.00 par value per share, to be issued pursuant to the Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan	1,500,000(3)	$6.66	$9,990,000.00	$926.07
Common Stock, $1.00 par value per share, to be issued pursuant to the Farmer Bros. Co. 401(k) Plan	2,000,000(4)	$6.66	$13,320,000.00	$1,234.77
Plan Participation Interests	(5)	—	—	(5)

(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement includes an indeterminate number of additional shares of the common stock, $1.00 par value, of Farmer Bros. Co. (“Common Stock”) which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)    The registration fee with respect to these share of Common Stock has been computed in accordance with Rule 457(c) and (h)(1) of the Securities Act, based upon the average of the reported high and low sale prices of the Common Stock on the Nasdaq Global Select Market on December 21, 2021, which was $6.66.

(3) This registration statement covers a total of 1,500,000 shares of Common Stock that are issuable under the Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan.

(4) This registration statement covers a total of 2,000,000shares of Common Stock that are issuable under the Farmer Bros. Co. 401(k) Plan.

(5)    In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate number of plan participation interests to be offered or sold pursuant to the 401(k) Plan. Further, in accordance with Rule 457(h)(2) under the Securities Act, no separate fee calculation is required for the registration of plan participation interests.

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EXPLANATORY NOTE

This Registration Statement on Form S-8 (this "Registration Statement") is filed by Farmer Bros. Co., a Delaware corporation (the “Registrant”), for the purpose of registering 1,500,000 additionalshares of common stock, par value $1.00 per share (“Common Stock”) that may be issued pursuant to the Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan, as amended from time to time (the “2017 Plan”), and 2,000,000 shares of Common Stock that may be issued under the Farmer Bros. Co. 401(k) Plan, as amended from time to time (the “401(k) Plan,” and together with the 2017 Plan, the “Plans”), plus any additional securities that become issuable under the Plans by reason of any stock splits, stock dividends or recapitalizations or other similar transactions. The Registrant filed with the Securities and Exchange Commission (the “Commission”) Forms S-8 (No. 333-218997 and No. 333-251227) to register shares previously available under the 2017 Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to all participants in the Plans as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). These documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The Commission allows the Registrant to “incorporate by reference” information into this Registration Statement, which means that the Registrant can disclose important information by referring to another document filed separately with the Commission. The information incorporated by reference is considered to be part of this Registration Statement, and later information that the Registrant files with the Commission will automatically update this Registration Statement. The Registrant incorporates by reference:

(a)    The Registrant’s Annual Report on Form 10-K for the year ended June 30, 2021, filed with the Commission on September 10, 2021 (including portions of the Registrant’s Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders incorporated therein by reference);

(b)    The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Commission on November 5, 2021;

(c)    The Registrant’s Current Reports on Form 8-K, filed with the Commission on August 5, 2021, October 22, 2021, December 16, 2021, and December 22, 2021; and

(d)    The description of the Registrant’s common stock contained in the registration statement on Form 8-A/A (Amendment No. 1) and Form 8-A/A (Amendment No. 2), filed with the Commission on February 6, 2009 and September 24, 2015, respectively, and any amendments or reports filed with the Commission for the purpose of updating such description.

In addition, all documents filed by the Registrant and the 401(k) Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or after the date of this Registration Statement, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold at the time of such amendment, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement or in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any subsequently filed document that is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement.

Item 4.    Description of Securities.

Not applicable.

Item 5.    Interests of Named Experts and Counsel.

Not applicable.

Item 6.    Indemnification of Directors and Officers.

The Registrant is incorporated under the laws of the State of Delaware. Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director,

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officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Subsection (c) of Section 145 of the DGCL provides that to the extent a present or former director or “officer” (as determined pursuant to Section 145(c)(1) of the DGCL) of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Subsection (e) of Section 145 of the DGCL provides that expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145.

Subsection (f) of Section 145 of the DGCL provides that indemnification and advancement provided for by Section 145 shall not be deemed exclusive of any other rights to which a person that the corporation is empowered to indemnify or provide rights to advancement may be entitled. Subsection (j) of Section 145 provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

Section 102(b)(7) of the DGCL provides that a corporation’s certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) includes a provision eliminating the personal liability of the Registrant’s directors to the Registrant and its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by applicable law.

Under the Certificate of Incorporation and the Registrant’s Amended and Restated Bylaws (the “Bylaws”), the Registrant’s directors and officers are entitled to indemnification to the fullest extent permitted by Delaware law; provided, however, that, except for proceedings to enforce rights to indemnification, the Registrant shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. Under the Certificate of Incorporation and Bylaws, the Registrant’s directors and officers are also entitled to have their expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding paid by the Registrant in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking to repay such amount if it is determined that such person is not entitled to indemnification by the Registrant therefor. The Registrant also has entered into Indemnification Agreements with each of its directors and officers. The Indemnification Agreements do not exclude any other rights to indemnification or advancement of expenses to which the indemnitee may be entitled, including any rights arising under the Certificate of Incorporation or Bylaws of the Registrant, or the DGCL.

The Registrant maintains insurance policies under which the directors and officers of the Registrant are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been directors or officers, which could include liabilities under the Securities Act or the Exchange Act.

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Item 7.    Exemption from Registration Claimed.

Not applicable.

Item 8.    Exhibits.

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation of Farmer Bros. Co. (filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed with the Commission on September 11, 2019 and incorporated herein by reference).
4.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Farmer Bros. Co. (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed with the Commission on May 8, 2020 and incorporated herein by reference).
4.3	Certificate of Designations of Series A Convertible Participating Cumulative Perpetual Preferred Stock of Farmer Bros. Co. (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 3, 2017 and incorporated herein by reference).
4.4*	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Farmer Bros. Co.
4.5	Amended and Restated Bylaws of Farmer Bros. Co. (filed as Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 filed with the Commission on February 11, 2019 and incorporated herein by reference).
4.6	Amendment No. 1 to Amended and Restated Bylaws of Farmer Bros. Co. (filed as Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K filed with the Commission on September 11, 2020).
4.7	Specimen Stock Certificate for Common Stock (filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A12B/A filed with the Commission on September 24, 2015 and incorporated herein by reference).
4.8	Specimen Stock Certificate for Series A Convertible Participating Cumulative Perpetual Preferred Stock (filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 7, 2017 and incorporated herein by reference).
5.1*	Opinion of Bass, Berry & Sims PLC.
5.2*	IRS Determination Letter for Farmer Bros. Co. 401(k) Plan.
10.1*	Farmer Bros. Co. 401(k) Plan, as amended to date.
23.1*	Consent of Deloitte & Touche LLP.
23.2*	Consent of Bass, Berry & Sims PLC (contained in Exhibit 5.1).
24.1*	Powers of Attorney (included on the signature page hereto).
99.1*	Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan, as amended to date.

_______________________

* Filed herewith

Item 9.    Undertakings.

(a) The undersigned Registrant and the 401(k) Plan hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed

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with or furnished to the Commission by the Registrant and the 401(k) Plan pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

(b) The undersigned Registrant and the 401(k) Plan hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's and the 401(k) Plan’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant and the 401(k) Plan pursuant to the foregoing provisions, or otherwise, the Registrant and the 401(k) Plan have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant and the 401(k) Plan of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant and the 401(k) Plan will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northlake, State of Texas, on the 28th day of December, 2021.

FARMER BROS. CO.

By:    /s/ Deverl Maserang    

    Deverl Maserang

    President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, the trustee of the Farmer Bros. Co. 401(k) Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northlake, State of Texas, on the 28th day of December, 2021.

FARMER BROS. CO. 401(k) PLAN

Farmer Bros. Co.

401(k) Plan Administrator

By:    /s/ Scott Lyon    

    Scott Lyon

    Vice President, Controller and Treasurer

POWER OF ATTORNEY

Each of the undersigned does hereby constitute and appoint Deverl Maserang, Scott R. Drake and Scott Lyon, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubmission to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that the attorney may deem necessary or advisable under the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement registration, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name, in his or her respective capacity as a member of the board of directors or officer of the registrant, the registration statement and/or any other form or forms as may be appropriate to be filed with the Securities and Exchange Commission as any of them may deem appropriate in connection therewith, to any and all amendments thereto, including post-effective amendments, to such registration statement, to any related Rule 462(b) registration statement and to any other documents filed with the Securities and Exchange Commission, as fully for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue of this prospectus.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

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Signature	Title	Date
/s/ Deverl Maserang	President, Chief Executive Officer and Director	December 28, 2021
Deverl Maserang	(Principal Executive Officer)
/s/ Scott R. Drake	Chief Financial Officer	December 28, 2021
Scott R. Drake	(Principal Financial Officer)
/s/ Scott Lyon	Vice President, Controller and Treasurer	December 28, 2021
Scott Lyon	(Principal Accounting Officer)
	Director
Allison M. Boersma
/s/ Stacy Loretz-Congdon	Director	December 28, 2021
Stacy Loretz-Congdon
/s/ Charles F. Marcy	Director	December 28, 2021
Charles F. Marcy
/s/ Christopher P. Mottern	Chairman of the Board and Director	December 28, 2021
Christopher P. Mottern
/s/ Alfred Poe	Director	December 28, 2021
Alfred Poe
	Director
John D. Robinson
/s/ Waheed Zaman	Director	December 28, 2021
Waheed Zaman

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EX-4.4

Certificate of Amendment to Amended and Restated
Certificate of Incorporation of Farmer Bros. Co.

Farmer Bros. Co., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY THE FOLLOWING:

FIRST:        That the name of the Corporation is Farmer Bros. Co.

SECOND:    That the date on which the Amended and Restated Certificate of Incorporation of the Corporation was filed with the State of Delaware is September 9, 2019.

THIRD:            That, at a meeting of the Board of Directors of the Corporation (the “Board”), the Board duly adopted resolutions setting forth the following proposed amendment of the Restated Certificate of Incorporation of the Corporation, as amended, declaring said amendment to be advisable and directing the Corporation to submit said amendment to the next annual meeting of the stockholders of said Corporation for consideration thereof, and that, thereafter, pursuant to such resolutions, the Corporation submitted the amendment to the stockholders of the Corporation at such annual meeting of the stockholders of the Corporation duly called and held upon notice in accordance with Section 222 of the Delaware General Corporation Law at which meeting the necessary number of shares as required by statute were voted in favor of said amendment:

Section (a) of Article FOURTH of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:

“(a) Authorized Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is 50,500,000shares of capital stock, consisting of (i) 50,000,000shares of common stock, par value $1.00 per share (the “Common Stock”), and (ii) 500,000 shares of preferred stock, par value $1.00 per share (the “Preferred Stock”).

FOURTH:     That said amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation to be signed by its Chief Financial Officer and Secretary this 15th day of December, 2021 and the foregoing facts stated herein are true and correct.

FARMER BROS. CO.

By:    /s/ Scott Drake

                            Name:    Scott Drake

Title:    Chief Financial Officer and Secretary

EX-5.1

150 Third Avenue South, Suite 2800

Nashville, TN 37201

(615) 742-6200

December 28, 2021

Farmer Bros. Co.

1912 Farmer Brothers Drive

Northlake, Texas 76262

Re:     Registration Statement on Form S-8 relating to Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan, as amended from time to time (the “2017 Plan”) and the Farmer Bros. Co. 401(k) Plan, as amended from time to time (the “401(k) Plan,” and together with the 2017 Plan, the “Plans”)

Ladies and Gentlemen:

We have acted as special counsel to Farmer Bros. Co., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a registration statement on Form S-8 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 28, 2021, relating to (i) 1,500,000 additional shares of common stock, par value $1.00 per share (“Common Stock”)”), to be issued from time to time pursuant to the 2017 Plan (the “2017 Plan Shares”), and (ii) 2,000,000 additional share of Common Stock to be issued from time to time pursuant to the 401(k) Plan (the “401(k) Plan Shares,” and together with the 2017 Plan Shares, the “Shares”).

In connection with the opinion expressed herein, we have examined and relied upon such documents, certificates, and records as we have deemed in our judgment relevant or necessary for purposes of such opinion. In all such examinations, we have assumed the genuineness of signatures on original documents, the legal capacity of all natural persons, the conformity to such original documents of all copies submitted to us as certified, conformed or photostatic copies, and, as to certificates and oral or written statements of public officials, we have assumed the same to have been properly given and to be accurate. As to facts material to the opinion and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that (i) the 2017 Plan Shares issuable in connection with the 2017 Plan have been duly authorized and, when issued and delivered by the Company in accordance with the terms of the 2017 Plan, will be legally issued, fully paid and non-assessable and (ii) the 401(k) Plan Shares issuable in connection with the 401(k) Plan have been duly authorized and, when issued and delivered by the Company in accordance with the terms of the 401(k) Plan, will be legally issued, fully paid and non-assessable.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware as currently in effect, and we express no opinion with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinion expressed herein.

We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.

This opinion is limited to the specific issues addressed herein, and no opinions may be inferred or implied beyond that expressly stated herein.

This opinion is furnished to you in connection with the filing of the Registration Statement. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of any changes in law or facts (or any effects thereof on the opinions expressed herein) that may hereafter come to our attention.

Very truly yours,

/s/ Bass Berry & Sims PLC

EX-5.2

INTERNAL REVENUE SERVICE             DEPARTMENT OF THE TREASURY

P. O. BOX 2508

CINCINNATI, OH 45201

Date: JUL 14 2011                    Employer Identification Number:

95-0725980

DLN:

17007040089036

Person to Contact:

JOSEPH A CHICK        ID# 31365

Contact Telephone Number:

(513) 975-6141

Plan Name:

FARMER BROS CO 401K PLAN

Plan Number: 003

Dear Applicant:

Based on the information you provided, we are issuing this favorable determination letter for your plan listed above. However, our favorable determination only applies to the status of your plan under the Internal Revenue Code and is not a determination on the effect of other federal or local statutes. To use this letter as proof of the plan's status, you must keep this letter, the application forms, and all correspondence with us about your application.

Your determination letter does not apply to any qualification changes that become effective, any guidance issued, or any statutes enacted after the dates specified in the Cumulative List of Changes in Plan Requirements (the Cumulative List) for the cycle you submitted your application under, unless the new item was identified in the Cumulative List.

Your plan's continued qualification in its present form will depend on its effect in operation (Section 1.401-1(b)(3) of the Income Tax Regulations). We may review the status of the plan in operation periodically.

You can find more information on favorable determination letters in Publication 794, Favorable Determination Letter, including:

The significance and scope of reliance on this letter,

The effect of any elective determination request in your application materials,

The reporting requirements for qualified plans, and

Examples of the effect of a plan's operation on its qualified status.

You can get a copy of Publication 794 by visiting our website at www.irs.gov/formspubs or by calling 1-800-TAX-FORM (1-800-829-3676) to request a copy.

This letter considered the 2014 Cumulative List of Changes in Plan Qualification Requirements.

This determination letter applies to the amendments dated on 1/26/16 & 8/20/15.

The information on the enclosed addendum is an integral part of this determination. Please be sure to read it and keep it with this letter.

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FARMER BROS CO

If you submitted a Form 2848, Power of Attorney and Declaration of Representative, or Form 8821, Tax Information Authorization, with your application and asked us to send your authorized representative or appointee copies of written communications, we will send a copy of this letter to him or her.

If you have any questions, you can contact the person listed at the top of this letter.

Sincerely,

/s/ Khin M. Chow

Director, EP Rulings & Agreements

Addendum

Letter 5274

3

FARMER BROS CO

This determination letter considers the amendments executed on 6/30/15, 4/20/15, 12/7/12, 9/30/11, 6/30/11 & 11/15/11.

Letter 5274

EX-10.1

Farmer Bros. Co. 401(k) Plan

Principal Financial Group 401(k) Volume Submitter

Approved August 8, 2014

Amend No. 3 Effective January 1, 2022

TABLE OF CONTENTS

INTRODUCTION

ARTICLE I FORMAT AND DEFINITIONS

Section 1.01 ----- Format

Section 1.02 ----- Definitions

ARTICLE II PARTICIPATION

Section 2.01 ----- Active Participant

Section 2.02 ----- Inactive Participant

Section 2.03 ----- Cessation of Participation

Section 2.04 ----- Adopting Employers - Separate Plans

Section 2.05 ----- Adopting Employers - Single Plan

Section 2.06 ----- Adopting Employers - Multiple Employer Plan

ARTICLE III CONTRIBUTIONS

Section 3.01 ----- Employer Contributions

Section 3.02 ----- Voluntary Contributions by Participants

Section 3.03 ----- Rollover Contributions

Section 3.04 ----- In-plan Roth Rollovers

Section 3.05 ----- Forfeitures Section 3.06 ----- Allocation

Section 3.07 ----- Contribution Limitation

Section 3.08 ----- Excess Amounts

Section 3.09 ----- 401(k) Safe Harbor Provisions

Section 3.10 ----- Eligible Automatic Contribution Arrangement (EACA) Provisions

Section 3.11 ----- Qualified Automatic Contribution Arrangement (QACA) Safe Harbor Provisions

ARTICLE IV INVESTMENT OF CONTRIBUTIONS

Section 4.01 ----- Investment and Timing of Contributions

Section 4.02 ----- Investment in Qualifying Employer Securities

Section 4.03 ----- Voting and Tender of Self-Directed Brokerage Accounts

Section 4.04 ----- Life Insurance

ARTICLE V BENEFITS

Section 5.01 ----- Retirement Benefits Section 5.02 ----- Death Benefits Section 5.03 ----- Vested Benefits Section 5.04 ----- When Benefits Start

Section 5.05 ----- Withdrawal Benefits Section 5.06 ----- Loans to Participants

Section 5.07 ----- Distributions Under Qualified Domestic Relations Orders

Amend No. 3 Effective January 1, 2022 1 Plan ID No. 353913 ( 4-52712)

ARTICLE VI DISTRIBUTION OF BENEFITS

Section 6.01 ----- Automatic Forms of Distribution

Section 6.02 ----- Optional Forms of Distribution

Section 6.03 ----- Election Procedures

Section 6.04 ----- Notice Requirements

ARTICLE VII REQUIRED MINIMUM DISTRIBUTIONS

Section 7.01 ----- Application Section 7.02 ----- Definitions

Section 7.03 ----- Required Minimum Distributions

Section 7.04 ----- TEFRA Section 242(b)(2) Elections

ARTICLE VIII TERMINATION OF THE PLAN

ARTICLE IX ADMINISTRATION OF THE PLAN

Section 9.01 ----- Administration Section 9.02 ----- Expenses Section 9.03 ----- Records

Section 9.04 ----- Information Available

Section 9.05 ----- Claim Procedures

Section 9.06 ----- Delegation of Authority

Section 9.07 ----- Exercise of Discretionary Authority

Section 9.08 ----- Transaction Processing

ARTICLE X GENERAL PROVISIONS

Section 10.01 ----- Amendments

Section 10.02 ----- Direct Rollovers

Section 10.03 ----- Mergers and Direct Transfers

Section 10.04 ----- Provisions Relating to the Insurer and Other Parties

Section 10.05 ----- Employment Status

Section 10.06 ----- Rights to Plan Assets

Section 10.07 ----- Beneficiary

Section 10.08 ----- Nonalienation of Benefits

Section 10.09 ----- Construction

Section 10.10 ----- Legal Actions

Section 10.11 ----- Small Amounts

Section 10.12 ----- Word Usage

Section 10.13 ----- Change in Service Method

Section 10.14 ----- Military Service

Section 10.15 ----- Qualification of Plan

ARTICLE XI TOP-HEAVY PLAN REQUIREMENTS

Section 11.01 ----- Application

Section 11.02 ----- Definitions

Section 11.03 ----- Modification of Vesting Requirements

Section 11.04 ----- Modification of Contributions

Amend No. 3 Effective January 1, 2022 2 Plan ID No. 353913 ( 4-52712)

ARTICLE XII TRUST PROVISIONS

PLAN EXECUTION

PROTECTED BENEFIT ADDENDUM

Amend No. 3 Effective January 1, 2022 3 Plan ID No. 353913 ( 4-52712)

INTRODUCTION

The Primary Employer previously established a retirement plan on March 1, 1990.

The Plan is amended with this Amendment Number 3, effective January 1, 2022. This amended document

is substituted in lieu of the prior document with the exception of any interim amendment and any model

amendment that have not been incorporated into this amendment. Such amendment(s) shall continue to

apply to this Plan until such provisions are integrated into the Plan or such amendment(s) are superseded by

another amendment.

It is intended that the Plan, as amended, qualify as a profit sharing plan under the Internal Revenue Code of

1986, including any later amendments to the Code. The Employer agrees to operate the Plan according to

the terms, provisions, and conditions set forth in this document.

The amended Plan continues to be for the exclusive benefit of employees of the Employer. All persons

covered under the Plan before the effective date of this amendment shall continue to be covered under the

amended Plan, if they are still Eligible Employees as of the amendment date, with no loss of benefits.

The Coffee Bean International, Inc. 401(k) Profit Sharing Plan was merged into this Plan as of January 1,

2008.

The Farmer Bros. Co. Union 401(k) Plan was merged into this Plan as of October 1, 2011.

The Farmer Bros. Co. Amended and Restated Employee Stock Ownership Plan was merged into this Plan

as of January 1, 2022.

Any participant under the above referenced plan(s) who is an Eligible Employee as defined in the

DEFINITIONS SECTION of Article I shall continue to be a Participant in this Plan. His entry date under the

prior plan shall be deemed to be his Entry Date under this Plan.

Amend No. 3 Effective January 1, 2022 4 Plan ID No. 353913 ( 4-52712)

ARTICLE I

FORMAT AND DEFINITIONS

SECTION 1.01--FORMAT.

The Employer’s retirement plan is set out in this signed document, and any amendments to this document.

Words and phrases defined in the DEFINITIONS SECTION of Article I shall have that defined meaning when

used in this Plan, unless the context clearly indicates otherwise. These words and phrases have initial

capital letters to aid in identifying them as defined terms.

Some of the defined terms and phrases in the DEFINITIONS SECTION of Article I and some of the

provisions contained in the following articles may not apply to this Plan and shall not be used in the Plan.

The provisions in Articles II through XII of the Plan shall determine whether or not the terms will apply.

SECTION 1.02--DEFINITIONS.

Account means the Participant’s share of the Plan Fund. Separate accounting records are kept for those parts of his Account resulting from the following contributions that are made to the plan as stated in Article III:

(a) Nondeductible Voluntary Contributions

(b) Deductible Voluntary Contributions

(c) Pre-tax Elective Deferral Contributions

(d) Roth Elective Deferral Contributions

(e) In-plan Roth Rollovers

(f) Matching Contributions that are not Qualified Matching Contributions or QACA Matching

Contributions

(g) Qualified Matching Contributions

(h) QACA Matching Contributions

(i) Qualified Nonelective Contributions

(j) QACA Nonelective Contributions

(k) Wage Rate Contributions

(l) All other Employer Contributions

(m) Rollover Contributions

Amend No. 3 Effective January 1, 2022 5 Plan ID No. 353913 ( 4-52712)

If the Participant's Vesting Percentage is less than 100% as to any of the Employer Contributions, a separate

accounting record will be kept for any part of his Account resulting from such Employer Contributions and, if

there has been a prior Forfeiture Date, from such Contributions made before a prior Forfeiture Date.

A Participant's Account shall be reduced by any distribution of his Vested Account and by any Forfeitures. A

Participant's Account shall participate in the earnings credited, expenses charged, and any appreciation or

depreciation of the Investment Fund. His Account is subject to any minimum guarantees applicable under

the Annuity Contract or other investment arrangement and to any expenses associated therewith.

Accrual Computation Period means the 12-month period used to measure hours for purposes of receiving an Employer Contribution or allocation.

Accrual Service means the period of service used to determine the number of units credited to a Participant for purposes of determining the amount of his Discretionary Contribution.

ACP Test means the nondiscrimination test described in Code Section 401(m)(2) as provided for in subparagraph (d) of the EXCESS AMOUNTS SECTION of Article III.

ACP Test Safe Harbor means the method described in the 401(k) SAFE HARBOR PROVISIONS SECTION

or the QUALIFIED AUTOMATIC CONTRIBUTION ARRANGEMENT (QACA) SAFE HARBOR PROVISIONS

SECTION of Article III for satisfying the ACP Test with respect to Matching Contributions.

Active Participant means an Eligible Employee who is actively participating in the Plan according to the

provisions in the ACTIVE PARTICIPANT SECTION of Article II.

Additional Contributions means additional Employer Contributions (see the EMPLOYER

CONTRIBUTIONS SECTION of Article III), or the Forfeitures that are reallocated according to the

ALLOCATION SECTION of Article III and are deemed to be Additional Contributions.

Adopting Employer means an employer who has adopted this Plan and who is not the Primary Employer.

An Adopting Employer is an employer that is a Controlled Group member and is listed in the ADOPTING

EMPLOYERS – SINGLE PLAN SECTION of Article II.

ADP Test means the nondiscrimination test described in Code Section 401(k)(3) as provided for in subparagraph (c) of the EXCESS AMOUNTS SECTION of Article III.

ADP Test Safe Harbor means the method described in the 401(k) SAFE HARBOR PROVISIONS SECTION

or the QUALIFIED AUTOMATIC CONTRIBUTION ARRANGEMENT (QACA) SAFE HARBOR PROVISIONS

SECTION of Article III for satisfying the ADP Test.

Affiliated Service Group means any group of corporations, partnerships or other organizations of which the

Employer is a part and that is affiliated within the meaning of Code Section 414(m) and the regulations

thereunder. The term Controlled Group, as it is used in this Plan, shall include the term Affiliated Service

Group.

Allocation Group means the designated groups of Employees for purposes of determining separate Discretionary Contributions in the EMPLOYER CONTRIBUTIONS SECTION of Article III.

Amend No. 3 Effective January 1, 2022 6 Plan ID No. 353913 ( 4-52712)

Alternate Payee means any spouse, former spouse, child, or other dependent of a Participant who is

recognized by a qualified domestic relations order as having a right to receive all, or a portion of, the benefits

payable under the Plan with respect to such Participant.

Annual Compensation means the Employee’s Compensation for a defined 12-month period of time.

For a Plan Year, Annual Compensation is the Employee’s Compensation for the Compensation Year ending

with or within the consecutive 12-month period ending on the last day of the Plan Year.

Annuity Contract means the annuity contract or contracts into which the Primary Employer, and the

Adopting Employers adopting this Plan as a separate plan enter, or Trustee enters, whichever is appropriate,

with the Insurer for guaranteed benefits, for the investment of Contributions in separate accounts, and for the

payment of benefits under this Plan.

Annuity Starting Date means the first day of the first period for which an amount is payable as an annuity or any other form.

Appendix A means the appendix identified as Appendix A which may be attached to and made a part of this Plan.

Beneficiary means the person or persons named by a Participant to receive any benefits under the Plan when the Participant dies. See the BENEFICIARY SECTION of Article X.

Benefit Factor means, for a Plan Year, a person’s Annual Compensation for the Plan Year multiplied by his actuarial factor for the Plan Year determined in Appendix A.

Catch-up Contributions means Elective Deferral Contributions made to the Plan that are in excess of an

otherwise applicable Plan limit and that are made by Participants who are age 50 or older by the end of their

taxable year. An otherwise applicable Plan limit is a limit in the Plan that applies to Elective Deferral

Contributions without regard to Catch-up Contributions, such as the limits on the Maximum Annual Additions,

as defined in the CONTRIBUTION LIMITATION SECTION of Article III, the dollar limitation on Elective

Deferral Contributions under Code Section 402(g) (not counting Catch-up Contributions), and the limit

imposed by the ADP Test.

Catch-up Contributions are not subject to the limits on the Maximum Annual Additions, as defined in the

CONTRIBUTION LIMITATION SECTION of Article III, are not counted in the ADP Test, and are not counted

in determining the minimum allocation under Code Section 416 (but Catch-up Contributions made in prior

years are counted in determining whether the Plan is top-heavy).

Claimant means any person who makes a claim for benefits under this Plan. See the CLAIM PROCEDURES SECTION of Article IX.

Code means the Internal Revenue Code of 1986, as amended.

Compensation means, except for purposes of the CONTRIBUTION LIMITATION SECTION of Article III and

Article XI, the total earnings, except as modified in this definition, from the Employer during any specified

period.

"Earnings" in this definition means wages, within the meaning of Code Section 3401(a), and all other

payments of compensation to an Employee by the Employer (in the course of the Employer’s trade or

business) for which the Employer is required to furnish the Employee a written statement under Code

Amend No. 3 Effective January 1, 2022 7 Plan ID No. 353913 ( 4-52712)

Sections 6041(d), 6051(a)(3), and 6052. Earnings shall be determined without regard to any rules under

Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the

employment or the services performed (such as the exception for agricultural labor in Code Section

3401(a)(2)). The type of compensation that is reported in the "Wages, Tips and Other Compensation" box

on Form W-2 satisfies this definition.

For any Self-employed Individual, Compensation means Earned Income.

Except as provided herein, Compensation for a specified period is the Compensation actually paid or made

available (or if earlier, includible in gross income) during such period.

For Plan Years beginning on or after July 1, 2007, Compensation for a Plan Year shall also include

Compensation paid by the later of 2 1/2 months after an Employee’s Severance from Employment with the

Employer maintaining the Plan or the end of the Plan 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 (such as overtime or shift differential), commissions, bonuses,

or other similar payments, and, absent a Severance from Employment, the payments would have been paid

to the Employee while the Employee continued in employment with the Employer.

Any payments not described above shall not be considered Compensation if paid after Severance from

Employment, even if they are paid by the later of 2 1/2 months after the date of Severance from Employment

or the end of the Plan Year that includes the date of Severance from Employment.

Back pay, within the meaning of section 1.415(c)-2(g)(8) of the regulations, shall be treated as

Compensation for the Plan Year to which the back pay relates to the extent the back pay represents wages

and compensation that would otherwise be included in this definition.

Compensation paid or made available during a specified period shall include amounts that would otherwise

be included in Compensation but for an election under Code Section 125(a), 132(f)(4), 402(e)(3),

402(h)(1)(B), 402(k), or 457(b).

Compensation shall also include deemed Code Section 125 Compensation. Deemed Code Section 125

Compensation is an amount that is excludible under Code Section 106 that is not available to a Participant in

cash in lieu of group health coverage under a Code Section 125 arrangement solely because the Participant

is unable to certify that he has other health coverage. Amounts are deemed Code Section 125

Compensation only if the Employer does not request or otherwise collect information regarding the

Participant’s other health coverage as part of the enrollment process for the health plan.

Compensation shall exclude reimbursements or other expense allowances, fringe benefits (cash and

noncash), moving expenses, deferred compensation (other than elective contributions), and welfare benefits

for purposes of determining the amount of Elective Deferral Contributions and Matching Contributions.

For purposes of the EXCESS AMOUNTS SECTION of Article III, the Employer may elect to use an

alternative nondiscriminatory definition of Compensation in accordance with the regulations under Code

Section 414(s).

The annual Compensation of each Participant taken into account in determining contributions and allocations

for any determination period (the period over which Compensation is determined) shall not exceed $200,000,

as adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B). The cost-of-living

adjustment in effect for a calendar year applies to any determination period beginning with or within such

calendar year.

Amend No. 3 Effective January 1, 2022 8 Plan ID No. 353913 ( 4-52712)

If a determination period consists of fewer than 12 months, the annual compensation limit is an amount equal

to the otherwise applicable annual compensation limit multiplied by a fraction. The numerator of the fraction

is the number of months in the short determination period, and the denominator of the fraction is 12.

If Compensation for any prior determination period is taken into account in determining a Participant's

contributions or allocations for the current Plan Year, the Compensation for such prior determination period is

subject to the applicable annual compensation limit in effect for that determination period. For this purpose,

in determining contributions and allocations in Plan Years beginning on or after January 1, 2002, the annual

compensation limit in effect for determination periods beginning before that date is $200,000.

Compensation means, for a Leased Employee, Compensation for the services the Leased Employee

performs for the Employer, determined in the same manner as the Compensation of Employees who are not

Leased Employees, regardless of whether such Compensation is received directly from the Employer or from

the leasing organization.

Compensation Year means a defined 12-month period used to determine Annual Compensation.The Compensation Year is the consecutive 12-month period ending on the last day of each Plan Year,

including corresponding periods before the effective date of the Plan.

Contingent Annuitant means an individual named by the Participant to receive a lifetime benefit after the

Participant's death in accordance with a survivorship life annuity.

Contribution Date means the date on which Wage Rate Contributions are calculated.

Contributions means Employer Contributions, Participant Contributions, and Rollover Contributions as set out in Article III, unless the context clearly indicates only specific contributions are meant.

Controlled Group means any group of corporations, trades, or businesses of which the Employer is a part

that is under common control. A Controlled Group includes any group of corporations, trades, or businesses,

whether or not incorporated, which is either a parent-subsidiary group, a brother-sister group, or a combined

group within the meaning of Code Section 414(b), Code Section 414(c) and the regulations thereunder and,

for purposes of determining contribution limitations under the CONTRIBUTION LIMITATION SECTION of

Article III, as modified by Code Section 415(h). The term Controlled Group, as it is used in this Plan, shall

include the term Affiliated Service Group and any other employer required to be aggregated with the

Employer under Code Section 414(o) and the regulations thereunder.

Designated Beneficiary means the individual who is designated by the Participant (or the Participant’s

surviving spouse) as the Beneficiary of the Participant’s interest under the Plan and who is the designated

beneficiary under Code Section 401(a)(9) and section 1.401(a)(9)-4 of the regulations.

Designated Roth Account means the portion of a Participant’s Account resulting from Roth Elective

Deferral Contributions, In-plan Roth Rollovers, and the portion of a Rollover Contribution from a designated

Roth account under another plan, and the respective earnings thereon. The Designated Roth Account shall

be record kept in a manner that satisfies the separate accounting requirements of section 1.401(k)-1(f) of the

regulations.

Differential Wage Payments means any payments that are made on or after January 1, 2009, by an

Employer to an individual with respect to any period during which the individual is performing Qualified

Military Service while on active duty for a period of more than 30 days. Such payments shall be made in

accordance with Code Section 3401(h) and represent all or a portion of the wages the individual would have

received from the Employer if the individual were performing service for the Employer.

Amend No. 3 Effective January 1, 2022 9 Plan ID No. 353913 ( 4-52712)

Direct Rollover means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

Discretionary Contributions means discretionary Employer Contributions. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

Distributee means 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. For distributions made after December 31, 2006, a

Distributee includes the Employee’s (or former Employee’s) nonspouse Designated Beneficiary, in which

case, the distribution can only be transferred to a traditional IRA or Roth IRA established on behalf of the

nonspouse Designated Beneficiary for the purpose of receiving the distribution.

Early Retirement Age means an age prior to the Participant’s Normal Retirement Age. The Participant’s Account shall become nonforfeitable if he is an Employee upon attainment of such age.

Early Retirement Age means a Participant’s age on the date he meets the following requirements:

(a) He has attained age 55.

(b) He has completed five years of Vesting Service.

Early Retirement Date means a date before a Participant’s Normal Retirement Date that he selects for the

start of his retirement benefits.

Early Retirement Date means the first day of any month before a Participant’s Normal Retirement Date that

he selects for receiving a distribution of his Vested Account as an early retirement benefit. This day shall be

on or after the date he has a Severance from Employment and reaches Early Retirement Age. If a

Participant has a Severance from Employment before satisfying any age requirement for Early Retirement

Age, but after satisfying any other requirements, the Participant shall be entitled to elect an early retirement

benefit upon satisfying such age requirement.

Earned Income means, for a Self-employed Individual, net earnings from self-employment in the trade or

business for which this Plan is established if such Self-employed Individual’s personal services are a material

income producing factor for that trade or business. Net earnings shall be determined without regard to items

not included in gross income and the deductions properly allocable to or chargeable against such items. Net

earnings shall be reduced for the employer contributions to the employer’s qualified retirement plan(s) to the

extent deductible under Code Section 404.

Net earnings shall be determined with regard to the deduction allowed to the employer by Code Section

164(f) for taxable years beginning after December 31, 1989.

Elective Deferral Agreement means an agreement between an Eligible Employee and the Employer under

which an Eligible Employee may make Elective Deferral Contributions. An Elective Deferral Agreement (or

change thereto) must be made in such manner and in accordance with such rules as the Employer may

prescribe in a nondiscriminatory manner (including by means of voice response or other electronic system

under circumstances the Employer permits). Elective Deferral Agreements cannot relate to Compensation

that is payable prior to the later of the adoption or effective date of the cash or deferred arrangement

(CODA). Elective Deferral Agreements shall be made, changed, or terminated according to the provisions of

the EMPLOYER CONTRIBUTIONS SECTION of Article III. An Elective Deferral Agreement may also be

terminated according to the terms of an automatic contribution arrangement.

Amend No. 3 Effective January 1, 2022 10 Plan ID No. 353913 ( 4-52712)

Elective Deferral Contributions means Employer Contributions made in accordance with either an Elective Deferral Agreement or the terms of an automatic contribution arrangement.

Elective Deferral Contributions means Pre-tax Elective Deferral Contributions and Roth Elective Deferral

Contributions, unless the context clearly indicates only one is meant.

Elective Deferral Contributions shall be 100% vested and subject to the distribution restrictions of Code

Section 401(k) when made. See the WHEN BENEFITS START SECTION of Article V.

Eligibility Computation Period means a consecutive 12-month period.

Eligibility Service means the period of service used to determine if an Employee has met any service requirement for eligibility described in the ACTIVE PARTICIPANT SECTION of Article II.

Eligible Employee means any Employee of the Employer.However, to the extent an Employee becomes an Employee as a result of a Code Section 410(b)(6)(C)

transaction, that Employee shall not be an Eligible Employee during the period beginning on the date of the

transaction and ending on the last day of the first Plan Year beginning after the date of the transaction. This

period is called the transition period. The transition period may end earlier if there is a significant change in

the coverage under the Plan or if the Employer chooses to cover all similarly situated Employees as of an

earlier date. A Code Section 410(b)(6)(C) transaction is an asset or stock acquisition, merger, or similar

transaction involving a change in the employer of the employees of a trade or business.

Eligible Retirement Plan means 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

and which agrees to separately account for amounts transferred into such plan from this Plan, a traditional

IRA, a Roth IRA for distributions after December 31, 2007, an annuity plan described in Code Section

403(a), an annuity contract described in Code Section 403(b), or a qualified plan described in Code Section

401(a), that accepts the Distributee's Eligible Rollover Distribution. The definition of Eligible Retirement Plan

shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the

Alternate Payee under a qualified domestic relations order, as defined in Code Section 414(p).

If any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a Designated

Roth Account, an Eligible Retirement Plan with respect to such portion shall include only (i) another

designated Roth account of the individual from whose Account the payments or distributions were made or

(ii) a Roth IRA of such individual.

Eligible Rollover Distribution means any distribution of all or any portion of the balance to the credit of the

Distributee, except that an Eligible Rollover Distribution does not include: (i) any distribution that is one of a

series of substantially equal periodic payments (not 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 ten years or more; (ii) any distribution to the

extent such distribution is required under Code Section 401(a)(9); (iii) any hardship distribution; (iv) any

Permissible Withdrawal; and (v) any other distribution(s) that is reasonably expected to total less than $200

during a year. For purposes of the $200 rule, a distribution from a Designated Roth Account and a

distribution from other accounts under the Plan shall be treated as made under separate plans.

Any portion of a distribution that consists of after-tax employee contributions that are not includible in gross

income may be transferred only to (i) a traditional individual retirement account or annuity described in Code

Section 408(a) or (b) (a “traditional IRA"); (ii) a Roth individual retirement account or annuity described in

Code Section 408A (a “Roth IRA”) for distributions after December 31, 2007; or (iii) a qualified plan or an

Amend No. 3 Effective January 1, 2022 11 Plan ID No. 353913 ( 4-52712)

annuity contract described in Code Section 401(a) and 403(b), respectively, that agrees to separately

account for amounts so transferred (and earnings thereon), including separately accounting for the portion

of such distribution which is includible in gross income and the portion of such distribution which is not so

includible.

Employee means an individual who is employed by the Employer or any other employer required to be

aggregated with the Employer under Code Sections 414(b), (c), (m), or (o). A Controlled Group member is

required to be aggregated with the Employer.

Beginning January 1, 2009, the term Employee shall include any individual receiving Differential Wage

Payments.

The term Employee shall include any Self-employed Individual treated as an employee of any employer

described in the preceding paragraphs as provided in Code Section 401(c)(1). The term Employee shall also

include any Leased Employee deemed to be an employee of any employer described in the preceding

paragraphs as provided in Code Section 414(n) or (o).

An independent contractor is not an Employee. If the Internal Revenue Service determines that an individual

who the Employer considered to be an independent contractor is an Employee, such individual shall be an

Employee as of the reclassification date.

Employer means, except for purposes of the CONTRIBUTION LIMITATION SECTION of Article III, the

Primary Employer or an Adopting Employer who has adopted this Plan as a separate plan. This will also

include any successor corporation, trade or business which will, by written agreement, assume the

obligations of this Plan or any Predecessor Employer that maintained this Plan.

Employer Contributions means Elective Deferral Contributions, Matching Contributions, Qualified

Nonelective Contributions, QACA Nonelective Contributions, Additional Contributions, Wage Rate

Contributions, and Discretionary Contributions as set out in Article III and contributions made by the

Employer in accordance with the provisions of the MODIFICATION OF CONTRIBUTIONS SECTION of

Article XI, unless the context clearly indicates only specific contributions are meant.

Employer Group means each separate group of entities which consist of the Primary Employer and all

Adopting Employers that are members of the same Controlled Group as the Primary Employer or consist of

an Adopting Employer that is not a member of the same Controlled Group as the Primary Employer and all

other Adopting Employers who are members of the same Controlled Group as such Adopting Employer. If

more than one Employer Group adopts this Plan, the Plan shall be a multiple employer plan as described in

Code Section 413(c).

Employment Commencement Date means the date an Employee first performs an Hour of Service.

Entry Date means the date an Employee first enters the Plan as an Active Participant. See the ACTIVE

PARTICIPANT SECTION of Article II.

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

Fiscal Year means the Primary Employer’s taxable year. The last day of the Fiscal Year is June 30.

Forfeiture means the part, if any, of a Participant's Account that is forfeited. See the FORFEITURES SECTION of Article III.

Amend No. 3 Effective January 1, 2022 12 Plan ID No. 353913 ( 4-52712)

Forfeiture Date means the date on which a Forfeiture occurs.

Forfeiture Date is the last day of five consecutive one-year Periods of Severance.

Highly Compensated Employee means any Employee who:

(a) was a 5-percent owner at any time during the year or the preceding year, or

(b) for the preceding year had compensation from the Employer in excess of $80,000. The $80,000

amount is adjusted at the same time and in the same manner as under Code Section 415(d), except

that the base period is the calendar quarter ending September 30, 1996.

For this purpose the applicable year of the plan for which a determination is being made is called a

determination year and the preceding 12-month period is called a look-back year.

The determination of who is a highly compensated former Employee is based on the rules applicable to

determining Highly Compensated Employee status as in effect for that determination year, in accordance

with section 1.414(q)-1T, A-4 of the temporary Income Tax Regulations and Internal Revenue Service Notice

97-45.

The determination of who is a Highly Compensated Employee, including the compensation that is considered

and the identity of the 5-percent owners, shall be made in accordance with Code Section 414(q) and the

regulations thereunder.

For purposes of this definition, the above references to compensation shall mean Compensation as defined

in the CONTRIBUTION LIMITATION SECTION of Article III.

Hour of Service means, for the elapsed time method of crediting service in this Plan, each hour for which an

Employee is paid, or entitled to payment, for performing duties for the Employer. Hour of Service means, for

the hours method of crediting service in this Plan, the following:

(a) Each hour for which an Employee is paid, or entitled to payment, for performing duties for the

Employer during the applicable computation period.

(b) Each hour for which an Employee is paid, or entitled to payment, by the Employer on account of a

period of time in which no duties are performed (irrespective of whether the employment relationship

has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty,

military duty or leave of absence. Notwithstanding the preceding provisions of this subparagraph (b),

no credit will be given to the Employee:

(1) for more than 501 Hours of Service under this subparagraph (b) on account of any single

continuous period in which the Employee performs no duties (whether or not such period

occurs in a single computation period); or

(2) for an Hour of Service for which the Employee is directly or indirectly paid, or entitled to

payment, on account of a period in which no duties are performed if such payment is made

or due under a plan maintained solely for the purpose of complying with applicable worker's

or workmen's compensation, or unemployment compensation, or disability insurance laws;

or

Amend No. 3 Effective January 1, 2022 13 Plan ID No. 353913 ( 4-52712)

(3) for an Hour of Service for a payment which solely reimburses the Employee for medical or

medically related expenses incurred by him.

For purposes of this subparagraph (b), a payment shall be deemed to be made by, or due from the

Employer, regardless of whether such payment is made by, or due from the Employer, directly or

indirectly through, among others, a trust fund or insurer, to which the Employer contributes or pays

premiums and regardless of whether contributions made or due to the trust fund, insurer or other

entity are for the benefit of particular employees or are on behalf of a group of employees in the

aggregate.

(c) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to

by the Employer. The same Hours of Service shall not be credited both under subparagraph (a) or

subparagraph (b) above (as the case may be) and under this subparagraph (c). Crediting of Hours

of Service for back pay awarded or agreed to with respect to periods described in subparagraph (b)

above will be subject to the limitations set forth in that subparagraph.

The crediting of Hours of Service above shall be applied under the rules of paragraphs (b) and (c) of the

Department of Labor Regulation 2530.200b-2 (including any interpretations or opinions implementing such

rules); which rules, by this reference, are specifically incorporated in full within this Plan. The reference to

paragraph (b) applies to the special rule for determining Hours of Service for reasons other than the

performance of duties such as payments calculated (or not calculated) on the basis of units of time and the

rule against double credit. The reference to paragraph (c) applies to the crediting of Hours of Service to

computation periods.

Hours of Service shall be credited for employment with any other employer required to be aggregated with

the Employer under Code Sections 414(b), (c), (m), or (o) and the regulations thereunder for purposes of

eligibility and vesting. Hours of Service shall also be credited for any individual who is considered an

employee for purposes of this Plan pursuant to Code Section 414(n) or (o) and the regulations thereunder.

Solely for purposes of determining whether a one-year break in service has occurred for vesting purposes,

during a Parental Absence an Employee shall be credited with the Hours of Service which would otherwise

have been credited to the Employee but for such absence, or in any case in which such hours cannot be

determined, eight Hours of Service per day of such absence. The Hours of Service credited under this

paragraph shall be credited in the computation period in which the absence begins if the crediting is

necessary to prevent a break in service in that period; or in all other cases, in the following computation

period.

Inactive Participant means a former Active Participant who has an Account. See the INACTIVE

PARTICIPANT SECTION of Article II.

In-plan Roth Rollover means the irrevocable rollover of all or any portion of a Participant’s Vested Account

(other than a Designated Roth Account) to a Designated Roth Account under the Plan. The rollover shall be

subject to the provisions of the IN-PLAN ROTH ROLLOVERS SECTION of Article III, and made in

accordance with Code Section 402A(c)(4) and any subsequent guidance.

Insurance Policy means the life insurance policy or policies issued to the Trustee by the Insurer as provided in Article IV.

Insurer means Principal Life Insurance Company or the insurance company or companies named by (i) the

Primary Employer or (ii) the Trustee in its discretion or as directed under the Trust Agreement.

Amend No. 3 Effective January 1, 2022 14 Plan ID No. 353913 ( 4-52712)

Integration Level means the point in an integrated allocation formula at which the percentage of

Compensation used to determine the allocation of the Discretionary Contribution increases.

Investment Fund means the total of Plan assets, excluding the cash value of any Insurance Policy and the

guaranteed benefit policy portion of any Annuity Contract. All or a portion of these assets may be held

under, or invested pursuant to, the terms of a Trust Agreement.

The Investment Fund shall be valued at current fair market value as of the Valuation Date. The valuation

shall take into consideration investment earnings credited, expenses charged, payments made, and changes

in the values of the assets held in the Investment Fund.

The Investment Fund shall be allocated at all times to Participants, except as otherwise expressly provided in

the Plan. The Account of a Participant shall be credited with its share of the gains and losses of the

Investment Fund. The part of a Participant’s Account invested in a funding arrangement that establishes one

or more accounts or investment vehicles for such Participant thereunder shall be credited with the gain or

loss from such accounts or investment vehicles. The part of a Participant’s Account invested in other funding

arrangements shall be credited with a proportionate share of the gain or loss of such investments. The share

shall be determined by multiplying the gain or loss of the investment by the ratio of the part of the

Participant’s Account invested in such funding arrangement to the total of the Investment Fund invested in

such funding arrangement.

Investment Manager means any fiduciary (other than a Trustee or Named Fiduciary)

(a) who has the power to manage, acquire, or dispose of any assets of the Plan;

(b) who (i) is registered as an investment adviser under the Investment Advisers Act of 1940; (ii) is not

registered as an investment adviser under such Act by reason of paragraph (1) of section 203A(a) of

such Act, is registered as an investment adviser under the laws of the state (referred to in such

paragraph (1)) in which it maintains its principal office and place of business, and, at the time it last

filed the registration form most recently filed by it with such state in order to maintain its registration

under the laws of such state, also filed a copy of such form with the Secretary of Labor; (iii) is a bank,

as defined in that Act; or (iv) is an insurance company qualified to perform services described in

subparagraph (a) above under the laws of more than one state; and

(c) who has acknowledged in writing being a fiduciary with respect to the Plan.

Late Retirement Date means the first day of any month that is after a Participant's Normal Retirement Date

and on which retirement benefits begin. If a Participant continues to work for the Employer after his Normal

Retirement Date, his Late Retirement Date shall be the earliest first day of the month on or after the date he

has a Severance from Employment. A later Retirement Date (after a Severance from Employment) may

apply if the Participant so elects. See the WHEN BENEFITS START SECTION of Article V. In modification

of the foregoing, a Participant may elect to begin his retirement benefits before he has a Severance from

Employment.

Leased Employee means any person (other than an employee of the recipient) who, pursuant to an

agreement between the recipient and any other person ("leasing organization"), has performed services for

the recipient (or for the recipient 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, and such services are performed under

primary direction or control by the recipient. Contributions or benefits provided by the leasing organization to

a Leased Employee, which are attributable to service performed for the recipient employer, shall be treated

as provided by the recipient employer.

Amend No. 3 Effective January 1, 2022 15 Plan ID No. 353913 ( 4-52712)

A Leased Employee shall not be considered an employee of the recipient if:

(a) such employee is covered by a money purchase pension plan providing (i) a nonintegrated employer

contribution rate of at least 10 percent of compensation, as defined in Code Section 415(c)(3), (ii)

immediate participation, and (iii) full and immediate vesting, and

(b) Leased Employees do not constitute more than 20 percent of the recipient's nonhighly compensated

work force.

Loan Administrator means the person(s) or position(s) authorized to administer the Participant loan program.

The Loan Administrator(s) is/are the Payroll Manager.

Mandatory Distribution means a distribution to a Participant that is made without the Participant’s consent and is made to the Participant before he attains the older of age 62 or his Normal Retirement Age.

Matching Contributions means Employer Contributions that are contingent on a Participant’s Elective Deferral Contributions. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

Maximum Integration Rate means the amount determined according to the following schedule:

INTEGRATION MAXIMUM

LEVEL INTEGRATION RATE

100% of TWB 5.7%

Less than 100%, but

more than 80% of TWB 5.4%

More than 20% of TWB, but

not more than 80% of TWB 4.3%

Not more than 20% of TWB 5.7%

"TWB" as used in this definition means the Taxable Wage Base as in effect on the latest Yearly Date.

On any date the portion of the rate of tax under Code Section 3111(a) (in effect on the latest Yearly Date)

that is attributable to old age insurance exceeds 5.7%, such rate shall be substituted for 5.7%. 5.4% and

4.3% shall be increased proportionately.

Monthly Date means each Yearly Date and the same day of each following month during the Plan Year

beginning on such Yearly Date.

Named Fiduciary means the person or persons who have authority to control and manage the operation and administration of the Plan.

The Named Fiduciary is the Primary Employer.

Named Fiduciary for Contributions means the Named Fiduciary responsible for collecting Contributions

pursuant to the ADMINISTRATION SECTION of Article IX.

Amend No. 3 Effective January 1, 2022 16 Plan ID No. 353913 ( 4-52712)

Net Profits means the Employer’s current or accumulated net earnings, determined according to generally

accepted accounting practices, before any Contributions made by the Employer under this Plan and before

any deduction for Federal or state income tax, dividends on the Employer’s stock, and capital gains or

losses. If the Employer is a nonprofit organization under Code Section 501(c)(3), Net Profits means excess

revenues (excess of receipts over expenditures).

Nonhighly Compensated Employee means an Employee of the Employer who is not a Highly Compensated Employee.

Nonvested Account means the excess, if any, of a Participant's Account over his Vested Account.

Normal Form means a single life annuity with installment refund.

Normal Retirement Age means the age at which the Participant's Account becomes nonforfeitable if he is an Employee. A Participant's Normal Retirement Age is 65.

Normal Retirement Date means the earliest first day of the month on or after the date the Participant

reaches his Normal Retirement Age. Unless otherwise provided in this Plan, a Participant's retirement

benefits shall begin on his Normal Retirement Date if he has had a Severance from Employment on such

date. However, retirement benefits shall not begin before the older of age 62 or his Normal Retirement Age,

unless the qualified election procedures of the ELECTION PROCEDURES SECTION of Article VI are met.

Even if the Participant is an Employee on his Normal Retirement Date, he may choose to have his retirement

benefit begin on such date.

Owner-employee means a Self-employed Individual who, in the case of a sole proprietorship, owns the

entire interest in the unincorporated trade or business for which this Plan is established. If this Plan is

established for a partnership, an Owner-employee means a Self-employed Individual who owns more than

10 percent of either the capital interest or profits interest in such partnership.

Parental Absence means an Employee's absence from work:

(a) by reason of pregnancy of the Employee,

(b) by reason of birth of a child of the Employee,

(c) by reason of the placement of a child with the Employee in connection with adoption of such child by

such Employee, or

(d) for purposes of caring for such child for a period beginning immediately following such birth or

placement.

Participant means either an Active Participant or an Inactive Participant.

Participant Contributions means Voluntary Contributions as set out in Article III.

Period of Military Duty means, for an Employee

(a) who served as a member of the armed forces of the United States, and

(b) who was reemployed by the Employer at a time when the Employee had a right to reemployment in

accordance with seniority rights as protected under Chapter 43 of Title 38 of the U.S. Code,

Amend No. 3 Effective January 1, 2022 17 Plan ID No. 353913 ( 4-52712)

the period of time from the date the Employee was first absent from active work for the Employer because of

such military duty to the date the Employee was reemployed.

Period of Service means a period of time beginning on an Employee's Employment Commencement Date and ending on his Severance Date.

Period of Severance means a period of time beginning on an Employee's Severance Date and ending on the date he again performs an Hour of Service.

A one-year Period of Severance means a Period of Severance of 12 consecutive months.

Solely for purposes of determining whether a one-year Period of Severance has occurred for eligibility or

vesting purposes, the consecutive 12-month period beginning on the first anniversary of the first date of a

Parental Absence shall not be a one-year Period of Severance.

Permissible Withdrawal means a withdrawal that meets the requirements in the ELIGIBLE AUTOMATIC

CONTRIBUTION ARRANGEMENT (EACA) PROVISIONS SECTION or the QUALIFIED AUTOMATIC

CONTRIBUTION ARRANGEMENT (QACA) SAFE HARBOR PROVISIONS SECTION of Article III.

Plan means the 401(k) plan of the Employer set forth in this document, including any later amendments to it.

If a Trust Agreement has been set up, the term Plan shall also include the Trust Agreement, unless the

context clearly indicates otherwise.

Plan Administrator means the person or persons who administer the Plan.

The Plan Administrator is the Primary Employer.

Plan Fund means the total of the Investment Fund, the guaranteed benefit policy portion of any Annuity

Contract, and the cash value of any Insurance Policy. The Investment Fund shall be valued as stated in its

definition. The guaranteed benefit policy portion of any Annuity Contract shall be determined in accordance

with the terms of the Annuity Contract and, to the extent that such Annuity Contract allocates contract values

to Participants, allocated to Participants in accordance with its terms. The cash value of any Insurance

Policy shall be stated in such policy. The total value of all amounts held under the Plan Fund shall equal the

value of the aggregate Participants’ Accounts under the Plan.

Plan Participation means the period of time during which a Participant has been an Active Participant since

his earliest Entry Date.

Plan Year means a consecutive 12-month period beginning on a Yearly Date and ending on the day before the next Yearly Date. If the Yearly Date changes, the change will result in a short Plan Year.

Plan-year Quarter means a period beginning on a Quarterly Date and ending on the day before the next Quarterly Date.

Practitioner means Principal Life Insurance Company.

Amend No. 3 Effective January 1, 2022 18 Plan ID No. 353913 ( 4-52712)

Predecessor Employer means, except for purposes of the CONTRIBUTION LIMITATION SECTION of

Article III, a firm of which the Employer was once a part (e.g., due to a spin-off or change of corporate status)

or a firm absorbed by the Employer because of a merger or acquisition (stock or asset, including a division or

an operation of such company).

Pre-tax Elective Deferral Contributions means a Participant’s Elective Deferral Contributions that are not includible in the Participant’s gross income at the time deferred.

Prevailing Rate Schedule means a schedule that is published by the United States Department of Labor or

any State Department of Labor, indicating the minimum hourly rate for wages and fringe benefits (including,

but not limited to, pension benefits) which must be paid to the employees of an employer working on

particular jobs financed or contracted by the United States of America or any State, County, Municipality, or

other governmental entity.

Primary Beneficiary means an individual who is named as a Beneficiary under the Plan and has an

unconditional right to all or a portion of the Participant’s Account balance under the Plan upon the death of

the Participant.

Primary Employer means Farmer Bros. Co..

Prior Employer means an Employee’s last employer immediately prior to the Employer that is not a

Predecessor Employer or a Controlled Group member.

QACA Matching Contributions means Matching Contributions made under a qualified automatic

contribution arrangement and that are distributable only in accordance with the distribution provisions

applicable to Elective Deferral Contributions, to the extent QACA Matching Contributions can be distributed

under such distribution provision.

QACA Nonelective Contributions means Employer Contributions made under a qualified automatic

contribution arrangement and that are distributable only in accordance with the distribution provisions

applicable to Elective Deferral Contributions, to the extent QACA Nonelective Contributions can be

distributed under such distribution provision.

Qualified Joint and Survivor Annuity means, for a Participant who has a spouse, an immediate

survivorship life annuity with installment refund, where the survivorship percentage is 50% and the

Contingent Annuitant is the Participant's spouse. A former spouse will be treated as the spouse to the extent

provided under a qualified domestic relations order as described in Code Section 414(p).

The amount of benefit payable under the Qualified Joint and Survivor Annuity shall be the amount of benefit

that may be provided by the Participant's Vested Account.

Qualified Matching Contributions means Matching Contributions that are 100% vested when made to the

Plan and that are distributable only in accordance with the distribution provisions applicable to Elective

Deferral Contributions, to the extent Qualified Matching Contributions can be distributed under such

distribution provision.

Qualified Military Service means any service in the uniformed services (as defined in Chapter 43 of Title 38

of the U.S. Code) by any individual if such individual is entitled to reemployment rights under such chapter

with respect to such service.

Qualified Nonelective Contributions means Employer Contributions (other than Elective Deferral Contributions and Qualified Matching Contributions) that are 100% vested when made to the Plan and that

Amend No. 3 Effective January 1, 2022 19 Plan ID No. 353913 ( 4-52712)

are distributable only in accordance with the distribution provisions applicable to Elective Deferral

Contributions, to the extent Qualified Nonelective Contributions can be distributed under such distribution

provision.

Qualified Preretirement Survivor Annuity means a single life annuity with installment refund payable to

the surviving spouse of a Participant who dies before his Annuity Starting Date. A former spouse will be

treated as the surviving spouse to the extent provided under a qualified domestic relations order as

described in Code Section 414(p).

Qualified Reservist Distribution means any distribution to an individual if: (i) such distribution is from an

individual retirement plan, or from amounts attributable to employer contributions made pursuant to elective

deferrals described in Code Section 402(g)(3)(A) or (C) or Code Section 501(c)(18)(D)(iii); (ii) such individual

was (by reason of being a member of a reserve component (as defined in Section 101 of Title 37 of the U.S.

Code)) ordered or called to active duty after September 11, 2001, for a period in excess of 179 days or for an

indefinite period; and (iii) 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.

Qualifying Employer Securities means any security which is issued by the Employer or any Controlled

Group member and which meets the requirements of Code Section 409(l) and ERISA Section 407(d)(5).

This shall also include any securities that satisfied the requirements of the definition when these securities

were assigned to the Plan.

Qualifying Employer Securities Fund means that part of the assets of the Trust Fund that are designated

to be held primarily or exclusively in Qualifying Employer Securities for the purpose of providing benefits for

Participants.

Quarterly Date means each Yearly Date and the third, sixth, and ninth Monthly Date after each Yearly Date

that is within the same Plan Year.

Reemployment Commencement Date means, for purposes of determining a Vesting Computation Period,

the date an Employee first performs an Hour of Service following a Vesting Break in Service. For all other

purposes, Reemployment Commencement Date means the date an Employee first performs an Hour of

Service following a Severance from Employment.

Reentry Date means the date a former Active Participant reenters the Plan. See the ACTIVE PARTICIPANT SECTION of Article II.

Retirement Date means the date a retirement benefit will begin and is a Participant's Early, Normal, or Late Retirement Date, as the case may be.

Rollover Contributions means an amount distributed to an Employee that can be transferred directly or

indirectly to this Plan from another Eligible Retirement Plan.

Roth Elective Deferral Contributions means a Participant’s Elective Deferral Contributions that are not

excludible from the Participant’s gross income at the time deferred and have been irrevocably designated as

Roth Elective Deferral Contributions by the Participant in his Elective Deferral Agreement. Whether an

Elective Deferral Contribution is not excludible from a Participant’s gross income will be determined in

accordance with section 1.401(k)-1(f)(2) of the regulations. In the case of a Self-employed Individual, an

Elective Deferral Contribution is not excludible from gross income only if the individual does not claim a

deduction for such amount.

Amend No. 3 Effective January 1, 2022 20 Plan ID No. 353913 ( 4-52712)

Self-Directed Brokerage Account means that portion of a Participant’s Account that is invested at the

Participant’s direction in the Principal Self-Directed Brokerage AccountSM.

Self-employed Individual means, with respect to any taxable year, an individual who has Earned Income

for the taxable year (or who would have Earned Income but for the fact the trade or business for which this

Plan is established did not have net profits for such taxable year).

Semi-yearly Date means each Yearly Date and the sixth Monthly Date after each Yearly Date that is within the same Plan Year.

Severance Date means the earlier of:

(a) the date on which an Employee quits, retires, dies, or is discharged, or

(b) the first anniversary of the date an Employee begins a one-year absence from service (with or

without pay). This absence may be the result of any combination of vacation, holiday, sickness,

disability, leave of absence, or layoff.

Solely to determine whether a one-year Period of Severance has occurred for eligibility or vesting purposes

for an Employee who is absent from service beyond the first anniversary of the first day of a Parental

Absence, Severance Date is the second anniversary of the first day of the Parental Absence. The period

between the first and second anniversaries of the first day of the Parental Absence is not a Period of Service

and is not a Period of Severance.

Severance from Employment means, except for purposes of the CONTRIBUTION LIMITATION SECTION

of Article III, an Employee has ceased to be an Employee. An Employee does not have a Severance from

Employment if, in connection with a change of employment, the Employee’s new employer maintains such

Plan with respect to the Employee.

Significant Corporate Event means any corporate merger or consolidation, recapitalization, reclassification,

liquidation, dissolution, sale of substantially all assets of a trade or business, or such similar transaction as

may be prescribed in regulations under Code Section 409(e)(3).

Taxable Wage Base means the contribution and benefit base under section 230 of the Social Security Act.

Totally and Permanently Disabled means that a Participant is disabled, as a result of sickness or injury, to

the extent that he is prevented from engaging in any substantial gainful activity, and is eligible for and

receives a disability benefit under Title II of the Federal Social Security Act.

Trust Agreement means an agreement of trust between the Primary Employer and Trustee established for

the purpose of holding and distributing the Trust Fund under the provisions of the Plan. The Trust

Agreement may provide for the investment of all or any portion of the Trust Fund in the Annuity Contract and

any Insurance Policy or any other investment arrangement.

Trust Fund means the total funds held under the Trust Agreement. The term Trust Fund when used within a Trust Agreement shall mean only the funds held under that Trust Agreement.

Trustee means the party or parties named in the Trust Agreement.

Valuation Date means the date on which the value of the assets of the Investment Fund is determined. The value of each Account that is maintained under this Plan shall be determined on the Valuation Date. In each

Amend No. 3 Effective January 1, 2022 21 Plan ID No. 353913 ( 4-52712)

Plan Year, the Valuation Date shall be the last day of the Plan Year. At the discretion of the Plan

Administrator, Trustee, or Insurer (whichever applies) and in a nondiscriminatory manner, assets of the

Investment Fund may be valued more frequently. These dates shall also be Valuation Dates.

Vested Account means the vested part of a Participant's Account. The Participant's Vested Account is determined as follows.

If the Participant's Vesting Percentage for all Employer Contributions is 100%, his Vested Account equals his

Account.

If the Participant's Vesting Percentage for all Employer Contributions is not 100%, his Vested Account equals

the sum of (a) and (b) below:

(a) The part of the Participant's Account resulting from Employer Contributions made before a prior

Forfeiture Date and all other Contributions that were 100% vested when made.

(b) The balance of the Participant's Account in excess of the amount in (a) above multiplied by his

Vesting Percentage. If his Vesting Percentages that apply to such Employer Contributions are not

equal, the balance of his Account resulting from all types of Employer Contributions subject to the

same Vesting Percentages shall be multiplied by the applicable Vesting Percentages and each

product added together to determine this amount.

If the Participant has withdrawn any part of his Account resulting from Employer Contributions, other than the

vested Employer Contributions included in (a) above, and his Vesting Percentage with respect to such

Contributions is less than 100%, the amount determined under this subparagraph (b) shall be equal to P(AB

+ D) - D as defined below:

P The Participant's Vesting Percentage.

AB The balance of the Participant's Account in excess of the amount in (a) above.

D The amount of the withdrawal resulting from Employer Contributions, other than the vested Employer

Contributions included in (a) above.

If the amount determined in this (b) is determined using different Vesting Percentages, this formula shall

apply separately to the calculation done for the balance of his Account resulting from all types of Employer

Contributions subject to the same Vesting Percentage, including only the balance of his Account in excess of

the amount in (a) above resulting from Employer Contributions subject to the same Vesting Percentage and

the amount of the withdrawal resulting from such Employer Contributions. This calculation is not required if

the Vesting Percentage is 100%.

Vesting Break in Service means the period defined for purposes of determining when a break in service has occurred.

Vesting Break in Service is a one-year Period of Severance. An Employee incurs a Vesting Break in Service

on the last day of a one-year Period of Severance.

Vesting Computation Period means the 12-month period used to determine the hours for purposes of Vesting Service.

Amend No. 3 Effective January 1, 2022 22 Plan ID No. 353913 ( 4-52712)

Vesting Percentage means the percentage used to determine the nonforfeitable portion of a Participant's Account attributable to Employer Contributions that were not 100% vested when made.

For Employees of Unions 265 and 337 and all non-union Employees, a Participant's Vesting Percentage is

shown in the following schedule opposite the number of whole years of his Vesting Service.

VESTING SERVICE  (whole years) VESTING PERCENTAGE

Less than 1 100

For Employees of Unions 455 and 807, a Participant's Vesting Percentage is shown in the following schedule

opposite the number of whole years of his Vesting Service.

VESTING SERVICE  (whole years) VESTING PERCENTAGE

Less than 1 0

1 20

2 40

3 60

4 80

5 or more 100

The Vesting Percentage for a Participant who is an Employee on or after the date he reaches Normal

Retirement Age or Early Retirement Age shall be 100%. The Vesting Percentage for a Participant who is an

Employee on the date he dies or the date he becomes disabled shall be 100%. The Vesting Percentage for

a Participant who dies or becomes disabled while performing Qualified Military Service shall be 100%. For

purposes of this paragraph, disabled means the disability is subsequently determined to meet the definition

of Totally and Permanently Disabled.

The schedule(s) used to determine a Participant's Vesting Percentage shall provide a percentage of

nonforfeitable rights which is not less than the percentage that would have been provided under one of the

options under Code Section 411(a)(2).

If the schedule used to determine a Participant's Vesting Percentage is changed, the new schedule shall not

apply to a Participant unless he is credited with an Hour of Service on or after the date of the change and the

Participant's nonforfeitable percentage on the day before the date of the change is not reduced under this

Plan. The provisions of the AMENDMENTS SECTION of Article X regarding changes in the computation of

the Vesting Percentage shall apply.

Vesting Service means a period of service used to determine a Participant's Vesting Percentage.

Vesting Service is an Employee's Period of Service. An Employee's Period of Service shall be measured

from his Employment Commencement Date to his most recent Severance Date. This Period of Service shall

Amend No. 3 Effective January 1, 2022 23 Plan ID No. 353913 ( 4-52712)

be reduced by any Period of Severance that occurred prior to his most recent Severance Date, unless such

Period of Severance is included under the service spanning rule below. This Period of Service shall be

expressed as years and fractional parts of a year (to four decimal places) on the basis that 365 days equal

one year.

Period of Severance included (service spanning rule):

A Period of Severance shall be deemed to be a Period of Service under either of the following

conditions:

(a) the Period of Severance immediately follows a period during which an Employee is not

absent from work and ends within 12 months; or

(b) the Period of Severance immediately follows a period during which an Employee is absent

from work for any reason other than quitting, being discharged, or retiring (such as a leave of

absence or layoff) and ends within 12 months of the date he was first absent.

Period of Military Duty included:

A Period of Military Duty shall be included as service with the Employer to the extent it has not

already been credited.

Controlled Group service included:

An Employee's service with a member firm of a Controlled Group while both that firm and the

Employer were members of the Controlled Group shall be included as service with the Employer.

Voluntary Contributions means contributions by a Participant that are 100% vested when made to the Plan

and are not required as a condition of employment or participation, or for obtaining additional Employer

Contributions. Voluntary Contributions, and earnings thereon, shall be 100% vested and nonforfeitable at all

times. See the VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS SECTION of Article III.

Wage Rate Contributions means Employer Contributions based on the applicable Prevailing Rate Schedule. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

Yearly Date means March 1, 1990, and each following January 1.

Years of Service means an Employee's Vesting Service disregarding any modifications that exclude service.

Amend No. 3 Effective January 1, 2022 24 Plan ID No. 353913 ( 4-52712)

ARTICLE II

PARTICIPATION

SECTION 2.01--ACTIVE PARTICIPANT.

(a) An Employee shall first become an Active Participant (begin active participation in the Plan) on the

earliest Monthly Date on which he is an Eligible Employee and has met the eligibility requirement(s)

set forth below. This date is his Entry Date.

• He is age 18 or older.

(b) If the Plan’s eligibility requirements are changed, an Employee who was an Active Participant

immediately prior to the effective date of the change is deemed to satisfy the new requirements and

his Entry Date shall not change.

(c) Each Employee who was an Active Participant on the day before the effective date of a restatement

of the Plan (as determined in the Introduction) shall continue to be an Active Participant if he is still

an Eligible Employee on such restatement effective date and his Entry Date shall not change.

(d) If service with a Predecessor Employer or Prior Employer is counted for purposes of Eligibility

Service, an Employee shall be credited with such service on the date he becomes an Employee and

shall become an Active Participant for purposes of specified Contributions which have an Eligibility

Service requirement on the earliest Entry Date for such Contributions on which he is an Eligible

Employee and has met all of the eligibility requirements for such Contributions above. This date is

his Entry Date for such Contributions.

(e) If a person has been an Eligible Employee who has met all of the eligibility requirements for

purposes of specified Contributions which have any such requirements, but is not an Eligible

Employee on the date that would have been his Entry Date for such Contributions, he shall become

an Active Participant for purposes of such Contributions on the date he again becomes an Eligible

Employee. This date is his Entry Date for such Contributions.

(f) In the event an Employee who is not an Eligible Employee becomes an Eligible Employee, he shall

become an Active Participant for purposes of specified Contributions immediately if he has satisfied

the eligibility requirements for such Contributions and would have otherwise previously become an

Active Participant had he met the definition of Eligible Employee. This date is his Entry Date for such

Contributions.

(g) An Inactive Participant shall again become an Active Participant (resume active participation in the

Plan) for purposes of the Contributions for which he previously had an Entry Date on the date he

again performs an Hour of Service as an Eligible Employee. This date is his Reentry Date for such

Contributions.

Upon again becoming an Active Participant, he shall cease to be an Inactive Participant.

(h) A former Participant shall again become an Active Participant (resume active participation in the

Plan) for purposes of the Contributions for which he previously had an Entry Date on the date he

again performs an Hour of Service as an Eligible Employee. This date is his Reentry Date for such

Contributions.

Amend No. 3 Effective January 1, 2022 25 Plan ID No. 353913 ( 4-52712)

(i) A Participant’s earliest Entry Date shall be used to determine if he is an Active Participant for

purposes of any minimum contribution or allocation under the MODIFICATION OF

CONTRIBUTIONS SECTION of Article XI.

SECTION 2.02--INACTIVE PARTICIPANT.

An Active Participant shall become an Inactive Participant on the earlier of the following:

(a) the date the Participant ceases to be an Eligible Employee, or

(b) the effective date of complete termination of the Plan under Article VIII.

An Employee or former Employee who was an Inactive Participant on the day before the effective date of the

restatement or amendment (as determined in the Introduction) shall continue to be an Inactive Participant on

the effective date of such restatement or amendment. Eligibility for any benefits payable to the Participant or

on his behalf and the amount of the benefits shall be determined according to the provisions of the prior

document, unless otherwise stated in this document or any subsequent documents.

SECTION 2.03--CESSATION OF PARTICIPATION.

A Participant shall cease to be a Participant on the date he is no longer an Eligible Employee and his

Account is zero.

SECTION 2.04--ADOPTING EMPLOYERS - SEPARATE PLANS.

No other employer has adopted this Plan as a separate plan.

SECTION 2.05--ADOPTING EMPLOYERS - SINGLE PLAN.

Each of the Controlled Group members listed below is an Adopting Employer. Each Adopting Employer

listed below participates with the Employer in this Plan. An Adopting Employer's agreement to participate in

this Plan shall be in writing.

The Employer has the right to amend the Plan. An Adopting Employer does not have the right to amend the

Plan.

If the Adopting Employer did not maintain its plan before its date of adoption specified below, its date of

adoption shall be the Entry Date for any of its Employees who have met the requirements in the ACTIVE

PARTICIPANT SECTION of this article as of that date. Service with and Compensation from an Adopting

Employer shall be included as service with and Compensation from the Employer. Transfer of employment,

without interruption, between an Adopting Employer and another Adopting Employer or the Employer shall

not be considered an interruption of service.

The Primary Employer’s Fiscal Year defined in the DEFINITIONS SECTION of Article I shall be the Fiscal

Year used in interpreting this Plan for Adopting Employers.

Contributions made by an Adopting Employer shall be treated as Contributions made by the Employer.

Forfeitures arising from those Contributions shall be used for the benefit of all Participants.

Amend No. 3 Effective January 1, 2022 26 Plan ID No. 353913 ( 4-52712)

An employer shall not be an Adopting Employer if it ceases to be a Controlled Group member. Such an

employer may continue a retirement plan for its Employees in the form of a separate document. This Plan

shall be amended to delete a former Adopting Employer from the list below.

If (i) an employer ceases to be an Adopting Employer or the Plan is amended to delete an Adopting

Employer and (ii) the Adopting Employer does not continue a retirement plan for the benefit of its Employees,

partial termination may result and the provisions of Article VIII shall apply.

ADOPTING EMPLOYERS

NAME DATE OF ADOPTION

Coffee Bean International, Inc. January 1, 2008

China Mist January 1, 2017

SECTION 2.06--ADOPTING EMPLOYERS - MULTIPLE EMPLOYER PLAN.

No other employer has adopted this Plan as a multiple employer plan.

Amend No. 3 Effective January 1, 2022 27 Plan ID No. 353913 ( 4-52712)

ARTICLE III

CONTRIBUTIONS

SECTION 3.01--EMPLOYER CONTRIBUTIONS.

Employer Contributions are conditioned on initial qualification of the Plan. If the Plan is denied initial

qualification, the provisions of the QUALIFICATION OF PLAN SECTION of Article X shall apply.

Employer Contributions shall be made without regard to Net Profits. Notwithstanding the foregoing, the Plan

shall continue to be designed to qualify as a profit sharing plan for purposes of Code Sections 401(a), 402,

412, and 417. Such Contributions shall be equal to the Employer Contributions as described below:

The Plan is a 401(k) safe harbor plan for non-union Participants and the 401(k) safe harbor provisions

(including the annual notice requirements) described in the 401(k) SAFE HARBOR PROVISIONS SECTION

of this article apply. The Plan will satisfy the ADP Test Safe Harbor and the ACP Test Safe Harbor.

The Plan is satisfying the ADP Test Safe Harbor using Qualified Nonelective Contributions.

(a) The amount of each Elective Deferral Contribution for a Participant shall be equal to a portion of

Compensation as specified in an Elective Deferral Agreement. Such Elective Deferral Contribution

shall not be made before the later of (i) the adoption or effective date of the cash or deferred

arrangement (CODA) or (ii) the date the Participant signs the Elective Deferral Agreement. An

Employee who is eligible to participate in the Plan for purposes of Elective Deferral Contributions

may file an Elective Deferral Agreement with the Employer. The Participant shall modify or terminate

an Elective Deferral Agreement by filing a new Elective Deferral Agreement. An Elective Deferral

Agreement shall remain in effect until modified or terminated by the Participant. An Elective Deferral

Agreement may also be terminated according to the terms of an automatic contribution arrangement.

An Elective Deferral Agreement to start or modify Elective Deferral Contributions shall be effective as

soon as administratively feasible on or after the Participant’s Entry Date (Reentry Date, if applicable)

or any following date. An Elective Deferral Agreement must be entered into on or before the date it

is effective.

An Elective Deferral Agreement to stop Elective Deferral Contributions may be entered into on any

date. Such Elective Deferral Agreement shall be effective as soon as administratively feasible

following the date on which the Elective Deferral Agreement is entered into.

Elective Deferral Contributions made pursuant to an Elective Deferral Agreement or the terms of an

automatic contribution arrangement shall not be made earlier than the date (i) the Participant

performs the services that relate to such Elective Deferral Contributions or (ii) the Compensation

used to calculate such Elective Deferral Contributions would be payable to the Participant if not

contributed to the Plan.

Elective Deferral Contributions cannot be more than 100% of Compensation. The maximum deferral

percentage shall apply to all Elective Deferral Contributions, including Catch-up Contributions.

A Participant who is age 50 or older by the end of the taxable year shall be eligible to make Catch-up

Contributions.

Amend No. 3 Effective January 1, 2022 28 Plan ID No. 353913 ( 4-52712)

A Participant may elect to designate all or any portion of his future Elective Deferral Contributions as

Roth Elective Deferral Contributions.

The Plan provides for an automatic election to have Elective Deferral Contributions made. The

automatic Elective Deferral Contribution shall be Pre-tax Elective Deferral Contributions and shall be

3% of Compensation. The automatic Elective Deferral Contribution shall be automatically increased

as soon as administratively feasible on or after each January 1 by 1% up to a maximum automatic

Elective Deferral Contribution of 100%. The Participant may affirmatively elect a different

percentage or elect not to make Elective Deferral Contributions, and may elect to designate all or

any portion of his Elective Deferral Contributions as Roth Elective Deferral Contributions, if Roth

Elective Deferral Contributions are allowed.

The automatic election shall apply when a Participant first becomes eligible to make Elective Deferral

Contributions (or again becomes eligible after a period during which he was not an Active

Participant).

The automatic Elective Deferral Contribution shall apply to all Active Participants on each January 1

who are not making Elective Deferral Contributions (have not completed an Elective Deferral

Agreement or elected to defer 0%).

An amendment that increases the amount of the automatic Elective Deferral Contribution shall apply

to Participants as follows. The higher automatic deferral percentage shall apply to Participants at the

time they enter or reenter the Plan on or after the effective date of such amendment.

An amendment that decreases the amount of the automatic Elective Deferral Contribution shall only

apply to Participants at the time they enter or reenter the Plan on or after the effective date of such

amendment. The lower automatic deferral percentage shall not apply to Participants who were

already automatically enrolled as of the effective date of such amendment.

The Participant shall be provided a notice that explains the automatic election and his right to elect a

different rate of Elective Deferral Contributions or to elect not to make Elective Deferral

Contributions, and his right to designate all or any portion of his Elective Deferral Contributions as

Roth Elective Deferral Contributions, if Roth Elective Deferral Contributions are allowed. The notice

shall include the procedure for exercising those rights and the timing for implementing any such

elections. The Participant shall be given a reasonable period thereafter to elect a different rate of

Elective Deferral Contributions or to elect not to make Elective Deferral Contributions, and to

designate all or any portion of his Elective Deferral Contributions as Roth Elective Deferral

Contributions, if allowed.

Each Active Participant affected by the automatic election and automatic increase (if applicable) shall

be provided an annual notice that explains the automatic election and his right to elect a different

rate of Elective Deferral Contributions or to elect not to make Elective Deferral Contributions, and his

right to designate all or any portion of his Elective Deferral Contributions as Roth Elective Deferral

Contributions, if allowed. The notice shall include the procedure for exercising those rights and the

timing for implementing any such elections.

No Participant shall be permitted to have Elective Deferral Contributions, as defined in the EXCESS

AMOUNTS SECTION of this article, made under this Plan, or any other plan, contract, or

arrangement maintained by the Employer, during any calendar year, in excess of the dollar limitation

contained in Code Section 402(g) in effect for the Participant’s taxable year beginning in such

calendar year. The dollar limitation in the preceding sentence shall be increased by the dollar limit

on Catch-up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year for any Participant

who will be age 50 or older by the end of the taxable year.

Amend No. 3 Effective January 1, 2022 29 Plan ID No. 353913 ( 4-52712)

The dollar limitation contained in Code Section 402(g) was $15,000 for taxable years beginning in

2006. After 2006, the $15,000 limit is adjusted by the Secretary of the Treasury for cost-of-living

increases under Code Section 402(g)(4). Any such adjustments will be in multiples of $500.

Catch-up Contributions for a Participant for a taxable year may not exceed the dollar limit on Catch-

up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year. The dollar limit on Catch-

up Contributions under Code Section 414(v)(2)(B)(i) was $5,000 for taxable years beginning in 2006.

After 2006, the $5,000 limit is adjusted by the Secretary of the Treasury for cost-of-living increases

under Code Section 414(v)(2)(C). Any such adjustments will be in multiples of $500.

Elective Deferral Contributions are 100% vested and nonforfeitable.

(b) The Employer shall make Matching Contributions for non-union Participants in an amount equal to

100% of Elective Deferral Contributions.

Elective Deferral Contributions that are over 3% of Compensation won’t be matched.

Matching Contributions are calculated based on Elective Deferral Contributions and Compensation

for the payroll period. Matching Contributions are made for all persons who were Active Participants

at any time during that payroll period.

Elective Deferral Contributions that are Catch-up Contributions shall be matched.

Notwithstanding the foregoing, for union Participants, Matching Contributions, if any, shall be made

in an amount as determined by the collective bargaining agreement or as otherwise agreed to

through bargaining or negotiation or as determined by order of a judicial or administrative authority.

Matching Contributions are subject to the Vesting Percentage.

(c) The Employer shall make Qualified Nonelective Contributions for non-union Participants in an

amount equal to 4% of Compensation for the Plan Year for persons who were Active Participants at

any time during the Plan Year.

Notwithstanding the foregoing, for union Participants, Qualified Nonelective Contributions, if any,

shall be made in an amount as determined by the collective bargaining agreement or as otherwise

agreed to through bargaining or negotiation or as determined by order of a judicial or administrative

authority.

Qualified Nonelective Contributions are 100% vested when made.

(d) QACA Nonelective Contributions are not permitted.

(e) Additional Contributions are not permitted.

(f) Wage Rate Contributions are not permitted.

(g) Discretionary Contributions may be made for each Plan Year in an amount determined by the

Employer.

Amend No. 3 Effective January 1, 2022 30 Plan ID No. 353913 ( 4-52712)

Notwithstanding the foregoing, for union Participants, Discretionary Contributions, if any, shall be

made in an amount as determined by the collective bargaining agreement or as otherwise agreed to

through bargaining or negotiation or as determined by order of a judicial or administrative authority.

Discretionary Contributions are subject to the Vesting Percentage.

Employer Contributions are allocated according to the provisions of the ALLOCATION SECTION of this

article.

The Employer shall make all Matching Contributions and Qualified Nonelective Contributions to the Trustee

in the form of Qualifying Employer Securities. All Matching Contributions and Qualified Nonelective

Contributions shall be allocated to Employees in the form of Qualifying Employer Securities. The Employer

may make all or any portion of a Discretionary Contribution in the form of Qualifying Employer Securities.

The Employer may make all or a part of an annual Employer Contribution (Contributions that are calculated

based on Annual Compensation or Compensation for the Plan Year) before the end of the Plan Year. Such

Contributions that are made for or allocated to each person who was an Active Participant at any time during

the Plan Year shall be allocated when made in a manner that approximates the allocation that would

otherwise have been made as of the last day of the Plan Year. Succeeding allocations shall take into

account amounts previously allocated for the Plan Year. The percentage of the Employer Contribution

allocated to the Participant for the Plan Year shall be the same percentage that would have been allocated to

him if the entire allocation had been made as of the last day of the Plan Year. Excess allocations shall be

forfeited and reallocated as necessary to provide the percentage applicable to each Participant. Any other

annual Employer Contributions made before the end of the Plan Year shall be held unallocated until the last

day of the Plan Year. Then, as of the last day of the Plan Year, the advance Contributions (and earnings)

shall be allocated according to the provisions of the ALLOCATION SECTION of this article.

A portion of the Plan assets resulting from Employer Contributions (but not more than the original amount of

those Contributions) may be returned if the Employer Contributions are made because of a mistake of fact or

are more than the amount deductible under Code Section 404 (excluding any amount which is not deductible

because the Plan is disqualified). The amount involved must be returned to the Employer within one year

after the date the Employer Contributions are made by mistake of fact or the date the deduction is

disallowed, whichever applies. Except as provided under this paragraph and in Articles VIII and X, the assets

of the Plan shall never be used for the benefit of the Employer and are held for the exclusive purpose of

providing benefits to Participants and their Beneficiaries and for defraying reasonable expenses of

administering the Plan.

SECTION 3.02--VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS.

Voluntary Contributions are not permitted.

SECTION 3.03--ROLLOVER CONTRIBUTIONS.

A Rollover Contribution may be made by an Eligible Employee or Inactive Participant if the following

conditions are met:

(a) The Contribution is a Participant Rollover Contribution or a direct rollover of an Eligible Rollover

Distribution from the types of plans and types of contributions specified below.

Direct Rollovers. The Plan will accept a direct rollover of an Eligible Rollover Distribution from:

Amend No. 3 Effective January 1, 2022 31 Plan ID No. 353913 ( 4-52712)

A qualified plan described in Code Section 401(a) or 403(a), including after-tax employee

contributions and including any portion of a designated Roth account.

An annuity contract described in Code Section 403(b), including after-tax employee

contributions and including any portion of a designated Roth account.

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, including any portion of a designated Roth account.

Participant Rollover Contributions from Other Plans. The Plan will accept a Participant contribution

of an Eligible Rollover Distribution from:

A qualified plan described in Code Section 401(a) or 403(a), excluding after-tax employee

contributions and including distributions of a designated Roth account only to the extent such

amount would otherwise be includible in a Participant’s gross income.

An annuity contract described in Code Section 403(b), excluding after-tax employee

contributions and including distributions of a designated Roth account only to the extent such

amount would otherwise be includible in a Participant’s gross income.

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, including distributions of a designated Roth account only to the extent such amount

would otherwise be includible in a Participant’s gross income.

Participant Rollover Contributions from IRAs. The Plan will accept a Participant Rollover

Contribution of the portion of a distribution from an individual retirement account or individual

retirement annuity described in Code Section 408(a) or (b) that is eligible to be rolled over and would

otherwise be includible in the Participant's gross income.

(b) The Contribution is of amounts that the Code permits to be transferred to a plan that meets the

requirements of Code Section 401(a).

(c) The Contribution is made in the form of a direct rollover under Code Section 401(a)(31) or is a

rollover made under Code Section 402(c) or 408(d)(3)(A) within 60 days after an Eligible Employee

or Inactive Participant receives the distribution.

(d) In the case of an Inactive Participant, the Contribution must be of an amount distributed from another

plan of the Employer or a plan of a Controlled Group member.

(e) The Eligible Employee furnishes evidence satisfactory to the Plan Administrator that the proposed

rollover meets conditions (a), (b), and (c) above. Such evidence must be reasonable and cannot

effectively eliminate or substantially impair the Eligible Employee’s right to elect a direct rollover.

A Rollover Contribution shall be allowed in cash or in kind and must be made according to procedures set up

by the Plan Administrator. The in-kind distribution must be of an allowable security under the Self-Directed

Brokerage Account.

A Rollover Contribution may include a direct rollover of an outstanding loan balance that is not in default for a

Participant impacted by a business event in accordance with nondiscriminatory procedures set up by the

Amend No. 3 Effective January 1, 2022 32 Plan ID No. 353913 ( 4-52712)

Loan Administrator. For this purpose, a business event means an acquisition, merger, or similar transaction

involving a change in the employer of the employees of a trade or business.

If the Eligible Employee is not an Active Participant when the Rollover Contribution is made, he shall be

deemed to be an Active Participant only for the purpose of investment and distribution of the Rollover

Contribution. Employer Contributions shall not be made for or allocated to the Eligible Employee and he may

not make Participant Contributions until the time he meets all of the requirements to become an Active

Participant.

Rollover Contributions made by an Eligible Employee or Inactive Participant shall be credited to his Account.

The part of the Participant's Account resulting from Rollover Contributions is 100% vested and nonforfeitable

at all times. Separate accounting records shall be maintained for those parts of his Rollover Contributions

consisting of (i) voluntary contributions which were deducted from the Participant's gross income for Federal

income tax purposes; (ii) after-tax employee contributions, including the portion that would not have been

includible in the Participant’s gross income if the contributions were not rolled over into this Plan; and (iii) any

portion of a designated Roth account, including the portion that would not have been includible in the

Participant’s gross income if the contributions were not rolled over into this Plan.

SECTION 3.04--IN-PLAN ROTH ROLLOVERS.

In-plan Roth Rollovers are not permitted.

SECTION 3.05--FORFEITURES.

The Nonvested Account of a Participant shall be forfeited as of the earlier of the following:

(a) the date the record keeper is notified that the Participant died (if prior to such date he has had a

Severance from Employment), or

(b) the Participant’s Forfeiture Date.

A Participant’s Nonvested Account shall be forfeited before the earlier of (a) or (b) above if, after he has a

Severance from Employment, he receives, or is deemed to receive, a distribution of his entire Vested

Account under the RETIREMENT BENEFITS SECTION of Article V, the VESTED BENEFITS SECTION of

Article V, or the SMALL AMOUNTS SECTION of Article X. The forfeiture shall occur as of the date the

Participant receives, or is deemed to receive, the distribution.

A Forfeiture of Matching Contributions that relate to excess amounts shall also occur as provided in the

EXCESS AMOUNTS SECTION of this article.

Forfeitures shall be determined at least once during each Plan Year. Forfeitures may be used to pay

administrative expenses or to reduce Employer Contributions (other than Elective Deferral Contributions,

Qualified Matching Contributions, and Qualified Nonelective Contributions) made after the Forfeitures are

determined. Forfeitures of Matching Contributions that relate to excess amounts as provided in the EXCESS

AMOUNTS SECTION of this article that have not been used to pay administrative expenses, shall be used to

reduce Employer Contributions (other than Elective Deferral Contributions, Qualified Matching Contributions,

and Qualified Nonelective Contributions) made after the Forfeitures are determined. Forfeitures that have

not been used to pay administrative expenses or used to reduce Employer Contributions shall be allocated

as of the last day of the Plan Year in which such Forfeitures are determined as provided in the ALLOCATION

SECTION of this article. Upon their allocation to Accounts, or application to reduce Employer Contributions,

Forfeitures shall be deemed to be Employer Contributions.

Amend No. 3 Effective January 1, 2022 33 Plan ID No. 353913 ( 4-52712)

If a Participant again becomes an Eligible Employee after receiving a distribution which caused all of his

Nonvested Account to be forfeited, he shall have the right to repay to the Plan the entire amount of the

distribution he received (excluding any amount of such distribution resulting from Participant Contributions

and Rollover Contributions). The repayment must be made in a single sum (repayment in installments is not

permitted) before the earlier of the date five years after the date he again becomes an Eligible Employee or

the end of the first period of five consecutive Vesting Break in Service periods which begin after the date of

the distribution.

If the Participant makes the repayment above, the Plan Administrator shall restore to his Account an amount

equal to his Nonvested Account that was forfeited on the date of distribution, unadjusted for any investment

gains or losses. If no amount is to be repaid because the Participant was deemed to have received a

distribution or only received a distribution of Participant Contributions or Rollover Contributions, and he again

performs an Hour of Service as an Eligible Employee within the repayment period, the Plan Administrator

shall restore the Participant’s Account as if he had made a required repayment on the date he performed

such Hour of Service. Restoration of the Participant’s Account shall include restoration of all Code Section

411(d)(6) protected benefits with respect to the restored Account, according to applicable Treasury

regulations. Provided, however, the Plan Administrator shall not restore the Nonvested Account if (i) a

Forfeiture Date has occurred after the date of the distribution and on or before the date of repayment and (ii)

that Forfeiture Date would result in a complete forfeiture of the amount the Plan Administrator would

otherwise restore.The Plan Administrator shall restore the Participant’s Account by the close of the Plan Year following the

Plan Year in which repayment is made. The permissible sources for restoration of the Participant’s Account

are Forfeitures or special Employer Contributions. Such special Employer Contributions shall be made

without regard to profits. The repaid and restored amounts are not included in the Participant’s Annual

Additions, as defined in the CONTRIBUTION LIMITATION SECTION of this article.

SECTION 3.06--ALLOCATION.

A person meets the allocation requirements of this section if he was an Active Participant at any time during

the Plan Year.

Elective Deferral Contributions shall be allocated to the Participants for whom such Contributions are made

under the EMPLOYER CONTRIBUTIONS SECTION of this article. Such Contributions shall be allocated

when made and credited to the Participant’s Account.

Matching Contributions shall be allocated to the persons for whom such Contributions are made under the

EMPLOYER CONTRIBUTIONS SECTION of this article. Matching Contributions shall be allocated no later

than the last day of the Plan Year.

Qualified Nonelective Contributions shall be allocated to the persons for whom such Contributions are made

under the EMPLOYER CONTRIBUTIONS SECTION of this article. Qualified Nonelective Contributions shall

be allocated no later than the last day of the Plan Year.

Forfeitures that have not been used to pay administrative expenses or used to reduce Employer

Contributions shall be allocated as of the last day of the Plan Year in which such Forfeitures are determined.

Discretionary Contributions plus any Forfeitures shall be allocated as of the last day of the Plan Year, using

Annual Compensation for the Plan Year. The allocation shall be made to each person meeting the allocation

requirements of this section. The amount allocated shall be equal to the Discretionary Contributions plus any

Forfeitures multiplied by the ratio of such person’s Annual Compensation to the total Annual Compensation

for all such persons. In years in which the Plan is a Top-heavy Plan, as defined in the DEFINITIONS

SECTION of Article XI, and the minimum contribution under the MODIFICATION OF CONTRIBUTIONS

Amend No. 3 Effective January 1, 2022 34 Plan ID No. 353913 ( 4-52712)

SECTION of Article XI is not being provided by other contributions to this Plan or another plan of the

Employer, and the allocation described above would provide an allocation for any person less than the

minimum contribution required for such person in the MODIFICATION OF CONTRIBUTIONS SECTION of

Article XI, such minimum contribution shall first be allocated to all such persons. Then any amount

remaining shall be allocated to the remaining persons sharing in the allocation based on Annual

Compensation as described above, as if they were the only persons sharing in the allocation for the Plan

Year. The allocation for any person who does not meet the allocation requirements of this section shall be

limited to the amount necessary to fund the minimum contribution.

This amount shall be credited to the person’s Account.

If Leased Employees are Eligible Employees, in determining the amount of Employer Contributions allocated

to a person who is a Leased Employee, contributions provided by the leasing organization that are

attributable to services such Leased Employee performs for the Employer shall be treated as provided by the

Employer. Those contributions shall not be duplicated under this Plan.

SECTION 3.07--CONTRIBUTION LIMITATION.

The limitations of this section shall apply to Limitation Years beginning on or after July 1, 2007, except as

otherwise provided herein.

(a) Definitions. For the purpose of determining the contribution limitation set forth in this section, the

following terms are defined.

Annual Additions means the sum of the following amounts credited to a Participant’s account for

the Limitation Year:

(1) employer contributions;

(2) employee contributions; and

(3) forfeitures.

Annual Additions to a defined contribution plan, as defined in section 1.415(c)-1(a)(2)(i) of the

regulations, shall also include the following:

(4) mandatory employee contributions, as defined in Code Section 411(c)(2)(C) and section

1.411(c)-1(c)(4) of the regulations, to a defined benefit plan;

(5) contributions allocated to any individual medical benefit account, as defined in Code Section

415(l)(2), which is part of a pension or annuity plan maintained by the Employer;

(6) amounts attributable to post-retirement medical benefits, allocated to the separate account

of a key employee, as defined in Code Section 419A(d)(3), under a welfare benefit fund, as

defined in Code Section 419(e), maintained by the Employer;

(7) annual additions under an annuity contract described in Code Section 403(b); and

(8) allocations under a simplified employee pension.

Amend No. 3 Effective January 1, 2022 35 Plan ID No. 353913 ( 4-52712)

Compensation means wages, within the meaning of Code Section 3401(a), and all other payments

of compensation to an employee by the Employer (in the course of the Employer’s trade or business)

for which the Employer is required to furnish the employee a written statement under Code Sections

6041(d), 6051(a)(3), and 6052. Compensation shall be determined without regard to any rules under

Code Section 3401(a) that limit the remuneration included in wages based on the nature or location

of the employment or the services performed (such as the exception for agricultural labor in Code

Section 3401(a)(2)). The type of compensation that is reported in the “Wages, Tips and Other

Compensation” box on Form W-2 satisfies this definition.

For any Self-employed Individual, Compensation means Earned Income.

Except as provided herein, Compensation for a Limitation Year is the Compensation actually paid or

made available (or if earlier, includible in gross income) during such Limitation Year.

Compensation for a Limitation Year shall also include Compensation paid by the later of 2 1/2

months after an employee’s Severance from Employment with the Employer maintaining the plan or

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 (such as overtime or shift differential), commissions, bonuses, or other similar

payments, and, absent a Severance from Employment, the payments would have been paid to the

employee while the employee continued in employment with the Employer.

Any payments not described above shall not be considered Compensation if paid after Severance

from Employment, even if they are paid by the later of 2 1/2 months after the date of Severance from

Employment or the end of the Limitation Year that includes the date of Severance from Employment.

Back pay, within the meaning of section 1.415(c)-2(g)(8) of the regulations, shall be treated as

Compensation for the Limitation Year to which the back pay relates to the extent the back pay

represents wages and compensation that would otherwise be included in this definition.

Compensation paid or made available during such Limitation Year shall include amounts that would

otherwise be included in Compensation but for an election under Code Section 125(a), 132(f)(4),

402(e)(3), 402(h)(1)(B), 402(k), or 457(b).

Compensation shall also include deemed Code Section 125 Compensation. Deemed Code Section

125 Compensation is an amount that is excludible under Code Section 106 that is not available to a

Participant in cash in lieu of group health coverage under a Code Section 125 arrangement solely

because the Participant is unable to certify that he has other health coverage. Amounts are deemed

Code Section 125 Compensation only if the Employer does not request or otherwise collect

information regarding the Participant’s other health coverage as part of the enrollment process for

the health plan. Compensation shall not include amounts paid as Compensation to a nonresident alien, as defined in

Code Section 7701(b)(1)(B), who is not a Participant in the Plan to the extent the Compensation is

excludible from gross income and is not effectively connected with the conduct of a trade or business

within the United States.

Defined Contribution Dollar Limitation means $40,000, automatically adjusted under Code

Section 415(d) effective January 1 of each year, as published in the Internal Revenue Bulletin. The

new limitation shall apply to Limitation Years ending with or within the calendar year of the date of

the adjustment, but a Participant’s Annual Additions for a Limitation Year cannot exceed the currently

Amend No. 3 Effective January 1, 2022 36 Plan ID No. 353913 ( 4-52712)

applicable dollar limitation (as in effect before the January 1 adjustment) prior to January 1.

However, after a January 1 adjustment is made, Annual Additions for the entire Limitation Year are

permitted to reflect the dollar limitation as adjusted on January 1.

Employer means the employer that adopts this Plan, and all members of a controlled group of

corporations (as defined in Code Section 414(b) as modified by Code Section 415(h)), all commonly

controlled trades or businesses (as defined in Code Section 414(c), as modified, except in the case

of a brother-sister group of trades or businesses under common control, by Code Section 415(h)), or

affiliated service groups (as defined in Code Section 414(m)) of which the adopting employer is a

part, and any other entity required to be aggregated with the employer pursuant to Code Section

414(o).

Limitation Year means the consecutive 12-month period ending on the last day of each Plan Year,

including corresponding consecutive 12-month periods before the original effective date of the Plan.

All qualified plans maintained by the Employer must use the same Limitation Year. If the Limitation

Year is other than the calendar year, execution of this Plan (or any amendment to this Plan changing

the Limitation Year) constitutes the Employer’s adoption of a written resolution electing the Limitation

Year. If the Limitation Year is amended to a different consecutive 12-month period, the new

Limitation Year must begin on a date within the Limitation Year in which the amendment is made.

Maximum Annual Addition means, except for catch-up contributions described in Code Section

414(v), the Annual Addition that may be contributed or allocated to a Participant’s Account under the

Plan for any Limitation Year. This amount shall not exceed the lesser of:

(1) The Defined Contribution Dollar Limitation, or

(2) 100 percent of the Participant’s Compensation for the Limitation Year.

A Participant’s Compensation for a Limitation Year shall not include Compensation in excess of the

limitation under Code Section 401(a)(17) that is in effect for the calendar year in which the Limitation

Year begins.

The compensation limitation referred to in (2) shall not apply to an individual medical benefit account

(as defined in Code Section 415(l)); or a post-retirement medical benefits account for a key

employee (as defined in Code Section 419A(d)(1)).

If a short Limitation Year is created because of an amendment changing the Limitation Year to a

different consecutive 12-month period, the Maximum Annual Addition will not exceed the Defined

Contribution Dollar Limitation multiplied by the following fraction:

Number of months (including any fractional parts of a month)

in the short Limitation Year

-------------------------------------------------------------------------------

12

If the Plan is terminated as of a date other than the last day of the Limitation Year, the Plan is treated

as if the Plan was amended to change the Limitation Year and create a short Limitation Year ending

on the date the Plan is terminated.

If a short Limitation Year is created, the limitation under Code Section 401(a)(17) shall be prorated in

the same manner as the Defined Contribution Dollar Limitation.

Amend No. 3 Effective January 1, 2022 37 Plan ID No. 353913 ( 4-52712)

Predecessor Employer means, with respect to a Participant, a former employer if the Employer

maintains a plan that provides a benefit which the Participant accrued while performing services for

the former employer. Predecessor Employer also means, with respect to a Participant, a former

entity that antedates the Employer if, under the facts and circumstances, the Employer constitutes a

continuation of all or a portion of the trade or business of the former entity.

Severance from Employment means an employee has ceased to be an employee of the Employer

maintaining the plan. An employee does not have a Severance from Employment if, in connection

with a change of employment, the employee’s new employer maintains the plan with respect to the

employee.

(b) If the Participant does not participate in another defined contribution plan, as defined in section

1.415(c)-1(a)(2)(i) of the regulations (without regard to whether the plan(s) have been terminated)

maintained by the Employer, the amount of Annual Additions that may be credited to the

Participant’s Account for any Limitation Year shall not exceed the lesser of the Maximum Annual

Addition or any other limitation contained in this Plan. If the Employer Contribution that would

otherwise be contributed or allocated to the Participant’s Account would cause the Annual Additions

for the Limitation Year to exceed the Maximum Annual Addition, the amount contributed or allocated

shall be reduced so that the Annual Additions for the Limitation Year will equal the Maximum Annual

Addition.

(c) If, in addition to this Plan, the Participant is covered under another defined contribution plan, as

defined in section 1.415(c)-1(a)(2)(i) of the regulations, (without regard to whether the plan(s) have

been terminated) maintained by the Employer that provides an Annual Addition during any Limitation

Year, the Annual Additions that may be credited to a Participant’s Account under this Plan for any

such Limitation Year will not exceed the Maximum Annual Addition, reduced by the Annual Additions

credited to a Participant’s account under the other defined contribution plan(s) for the same

Limitation Year. If the Annual Additions with respect to the Participant under the other defined

contribution plan(s) maintained by the Employer are less than the Maximum Annual Addition, and the

Employer Contribution that would otherwise be contributed or allocated to the Participant’s Account

under this Plan would cause the Annual Additions for the Limitation Year to exceed this limitation, the

amount contributed or allocated will be reduced so that the Annual Additions under all such plans

and funds for the Limitation Year will equal the Maximum Annual Addition. If the Annual Additions

with respect to the Participant under the other defined contribution plan(s) in the aggregate are equal

to or greater than the Maximum Annual Addition, no amount will be contributed or allocated to the

Participant’s Account under this Plan for the Limitation Year.

(d) The limitation of this section shall be determined and applied taking into account the rules in

subparagraph (e) below.

(e) Other Rules

(1) Aggregating Plans. For purposes of applying the limitations of this section for a Limitation

Year, all defined contribution plans (as defined in section 1.415(c)-1(a)(2)(i) of the

regulations and without regard to whether the plan(s) have been terminated) ever

maintained by the Employer and all defined contribution plans of a Predecessor Employer (in

the Limitation Year in which such Predecessor Employer is created) under which a

Participant receives Annual Additions are treated as one defined contribution plan.

(2) Break-up of Affiliated Employers. The Annual Additions under a formerly affiliated plan (as

defined in section 1.415(f)-1(b)(2)(ii) of the regulations) of the Employer are taken into

account for purposes of applying the limitations of this section for the Limitation Year in

which the cessation of affiliation took place.

(3) Previously Unaggregated Plans. The limitations of this section are not exceeded for the first

Limitation Year in which two or more existing plans, which previously were not required to be

aggregated pursuant to section 1.415(f) of the regulations, are aggregated, provided that no

Annual Additions are credited to a Participant after the date on which the plans are required

to be aggregated if the Annual Additions already credited to the Participant in the existing

plans equal or exceed the Maximum Annual Addition.

(4) Aggregation with Multiemployer Plan. If the Employer maintains a multiemployer plan, as

defined in Code Section 414(f), and the multiemployer plan so provides, only the Annual

Additions under the multiemployer plan that are provided by the Employer shall be treated as

Annual Additions provided under a plan maintained by the Employer for purposes of this

section.

SECTION 3.08--EXCESS AMOUNTS.

(a) Definitions. For purposes of this section, the following terms are defined:

ACP means, for a specified group of Participants (either Highly Compensated Employees or

Nonhighly Compensated Employees) for a Plan Year, the average (expressed as a percentage) of

the Contribution Percentages of the Eligible Participants in the group.

ADP means, for a specified group of Participants (either Highly Compensated Employees or

Nonhighly Compensated Employees) for a Plan Year, the average (expressed as a percentage) of

the Deferral Percentages of the Eligible Participants in the group.

Contribution Percentage means the ratio (expressed as a percentage) of the Eligible Participant’s

Contribution Percentage Amounts to the Eligible Participant’s Compensation (excluding Differential

Wage Payments paid on or after January 1, 2009) for the Plan Year (whether or not the Eligible

Participant was an Eligible Participant for the entire Plan Year). For an Eligible Participant for whom

such Contribution Percentage Amounts for the Plan Year are zero, the percentage is zero.

Contribution Percentage Amounts means the sum of the Participant Contributions and Matching

Contributions (that are not Qualified Matching Contributions taken into account for purposes of the

ADP Test) made under the plan on behalf of the Eligible Participant for the plan year. Contribution

Percentage Amounts shall not include Participant Contributions withheld from Differential Wage

Payments paid on or after January 1, 2009, and Matching Contributions based on Elective Deferral

Contributions and Participant Contributions withheld from such Differential Wage Payments. For

Plan Years beginning on or after January 1, 2006, Matching Contributions cannot be taken into

account for a plan year for a Nonhighly Compensated Employee to the extent they are

disproportionate matching contributions as defined in section 1.401(m)-2(a)(5)(ii) of the regulations.

Such Contribution Percentage Amounts shall not include Matching Contributions that are forfeited (i)

to correct Excess Aggregate Contributions; (ii) because the contributions to which they relate are

Excess Elective Deferrals, Excess Contributions, or Excess Aggregate Contributions; or (iii) because

the contributions to which they relate were returned to the Participant as a Permissible Withdrawal.

Under such rules as the Secretary of the Treasury shall prescribe, in determining the Contribution

Percentage the Employer may elect to include Qualified Nonelective Contributions under this Plan

that were not used in computing the Deferral Percentage. For Plan Years beginning on or after

January 1, 2006, Qualified Nonelective Contributions cannot be taken into account for a plan year for

a Nonhighly Compensated Employee to the extent they are disproportionate contributions as defined

in section 1.401(m)-2(a)(6)(v) of the regulations. The Employer may also elect to use Elective

Deferral Contributions in computing the Contribution Percentage so long as the ADP Test is met

before the Elective Deferral Contributions are used in the ACP Test and continues to be met

following the exclusion of those Elective Deferral Contributions that are used to meet the ACP Test.

Deferral Percentage means the ratio (expressed as a percentage) of Elective Deferral Contributions

(other than Catch-up Contributions, Elective Deferral Contributions returned to the Participant as a

Permissible Withdrawal and Elective Deferral Contributions withheld from Differential Wage

Payments) under this Plan on behalf of the Eligible Participant for the Plan Year to the Eligible

Participant’s Compensation (excluding Differential Wage Payments) for the Plan Year (whether or

not the Eligible Participant was an Eligible Participant for the entire Plan Year). The Elective Deferral

Contributions used to determine the Deferral Percentage shall include Excess Elective Deferrals

(other than Excess Elective Deferrals of Nonhighly Compensated Employees that arise solely from

Elective Deferral Contributions made under this Plan or any other plans of the Employer or a

Controlled Group member), but shall exclude Elective Deferral Contributions that are used in

computing the Contribution Percentage (provided the ADP Test is satisfied both with and without

exclusion of these Elective Deferral Contributions). Under such rules as the Secretary of the

Treasury shall prescribe, the Employer may elect to include Qualified Nonelective Contributions and

Qualified Matching Contributions under this Plan in computing the Deferral Percentage. For Plan

Years beginning on or after January 1, 2006, Qualified Matching Contributions cannot be taken into

account for a Plan Year for a Nonhighly Compensated Employee to the extent they are

disproportionate matching contributions as defined in section 1.401(m)-2(a)(5)(ii) of the regulations.

For Plan Years beginning on or after January 1, 2006, Qualified Nonelective Contributions cannot be

taken into account for a Plan Year for a Nonhighly Compensated Employee to the extent they are

disproportionate contributions as defined in section 1.401(k)-2(a)(6)(iv) of the regulations. For an

Eligible Participant for whom such contributions on his behalf for the Plan Year are zero, the

percentage is zero.

Elective Deferral Contributions means any employer contributions made to a plan at the election

of a participant in lieu of cash compensation. With respect to any taxable year, a participant’s

Elective Deferral Contributions are the sum of all employer contributions made on behalf of such

participant pursuant to an election to defer under any qualified cash or deferred arrangement

(CODA) described in Code Section 401(k), any salary reduction simplified employee pension plan

described in Code Section 408(k)(6), any SIMPLE IRA plan described in Code Section 408(p), any

plan described under Code Section 501(c)(18), and any employer contributions made on behalf of a

participant for the purchase of an annuity contract under Code Section 403(b) pursuant to a salary

reduction agreement. Elective Deferral Contributions include Pre-tax Elective Deferral Contributions

and Roth Elective Deferral Contributions. Elective Deferral Contributions shall not include any

deferrals properly distributed as excess annual additions.

Eligible Participant means, for purposes of determining the Deferral Percentage, any Employee

who is otherwise entitled to make Elective Deferral Contributions under the terms of the plan for the

plan year. Eligible Participant means, for purposes of determining the Contribution Percentage, any

Employee who is eligible (i) to make a Participant Contribution or an Elective Deferral Contribution (if

the Employer takes such contributions into account in the calculation of the Contribution

Percentage), or (ii) to receive a Matching Contribution (including forfeitures) or a Qualified Matching

Contribution. If a Participant Contribution is required as a condition of participation in the plan, any

Employee who would be a participant in the plan if such Employee made such a contribution shall be

treated as an Eligible Participant on behalf of whom no Participant Contributions are made.

Excess Aggregate Contributions means, with respect to any Plan Year, the excess of:

(1) The aggregate Contribution Percentage Amounts taken into account in computing the

numerator of the Contribution Percentage actually made on behalf of Highly Compensated

Employees for such Plan Year, over

Amend No. 3 Effective January 1, 2022 40 Plan ID No. 353913 ( 4-52712)

(2) The maximum Contribution Percentage Amounts permitted by the ACP Test (determined by

hypothetically reducing contributions made on behalf of Highly Compensated Employees in

order of their Contribution Percentages beginning with the highest of such percentages).

Such determination shall be made after first determining Excess Elective Deferrals and then

determining Excess Contributions.

Excess Contributions means, with respect to any Plan Year, the excess of:

(1) The aggregate amount of employer contributions actually taken into account in computing

the Deferral Percentage of Highly Compensated Employees for such Plan Year, over

(2) The maximum amount of such contributions permitted by the ADP Test (determined by

hypothetically reducing contributions made on behalf of Highly Compensated Employees in

the order of the Deferral Percentages, beginning with the highest of such percentages).

Excess Elective Deferrals means those Elective Deferral Contributions of a Participant that either

(i) are made during the Participant’s taxable year and exceed the dollar limitation under Code

Section 402(g) or (ii) are made during a calendar year and exceed the dollar limitation under Code

Section 402(g) for the Participant’s taxable year beginning in such calendar year, counting only

Elective Deferral Contributions made under this Plan and any other plan, contract, or arrangement

maintained by the Employer. If the Plan provides for Catch-up Contributions in such taxable year,

the dollar limitation shall be increased by the dollar limit on Catch-up Contributions under Code

Section 414(v).

Excess Elective Deferrals shall be treated as Annual Additions, as defined in the CONTRIBUTION

LIMITATION SECTION of this article, under the Plan, unless such amounts are distributed no later

than the first April 15 following the close of the Participant’s taxable year.

Matching Contributions means employer contributions made to this or any other defined

contribution plan, or to a contract described in Code Section 403(b), on behalf of a participant on

account of a Participant Contribution made by such participant, or on account of a participant’s

Elective Deferral Contributions, under a plan maintained by the Employer or a Controlled Group

member.

Participant Contributions means contributions (other than Roth Elective Deferral Contributions)

made to the plan by or on behalf of a participant that are included in the participant’s gross income in

the year in which made and that are maintained under a separate account to which the earnings and

losses are allocated.

Pre-tax Elective Deferral Contributions means a participant’s Elective Deferral Contributions that are not includible in the participant’s gross income at the time deferred.

Qualified Matching Contributions means Matching Contributions that are nonforfeitable when

made to the plan and that are distributable only in accordance with the distribution provisions

applicable to Elective Deferral Contributions, to the extent Qualified Matching Contributions can be

distributed under such distribution provision.

Qualified Nonelective Contributions means any employer contributions (other than Matching

Contributions) that an Employee may not elect to have paid to him in cash instead of being

contributed to the plan and that are nonforfeitable when made to the plan and that are distributable

Amend No. 3 Effective January 1, 2022 41 Plan ID No. 353913 ( 4-52712)

only in accordance with the distribution provisions applicable to Elective Deferral Contributions, to

the extent Qualified Nonelective Contributions can be distributed under such distribution provision.

Roth Elective Deferral Contributions means a participant’s Elective Deferral Contributions that are

not excludible from the participant’s gross income at the time deferred and have been irrevocably

designated as Roth Elective Deferral Contributions by the participant in his elective deferral

agreement. Whether an Elective Deferral Contribution is not excludible from a participant’s gross

income will be determined in accordance with section 1.401(k)-1(f)(2) of the regulations. In the case

of a self-employed individual, an Elective Deferral Contribution is not excludible from gross income

only if the individual does not claim a deduction for such amount.

(b) Excess Elective Deferrals. A Participant may assign to this Plan any Excess Elective Deferrals

made during a taxable year of the Participant by notifying the Plan Administrator in writing on or

before the first following March 1 of the amount of the Excess Elective Deferrals to be assigned to

the Plan. A Participant is deemed to notify the Plan Administrator of any Excess Elective Deferrals

that arise by taking into account only those Elective Deferral Contributions made to this Plan and any

other plan, contract, or arrangement of the Employer or a Controlled Group member. The

Participant’s claim for Excess Elective Deferrals shall be accompanied by the Participant’s written

statement that if such amounts are not distributed, such Excess Elective Deferrals will exceed the

limit imposed on the Participant by Code Section 402(g) (including, if applicable, the dollar limitation

on Catch-up Contributions under Code Section 414(v)) for the year in which the deferral occurred.

The Excess Elective Deferrals assigned to this Plan cannot exceed the Elective Deferral

Contributions allocated under this Plan for such taxable year.

Notwithstanding any other provisions of the Plan, Elective Deferral Contributions in an amount equal

to the Excess Elective Deferrals assigned to this Plan, plus any income and minus any loss allocable

thereto, shall be distributed no later than April 15 to any Participant to whose Account Excess

Elective Deferrals were assigned for the preceding year and who claims Excess Elective Deferrals

for such taxable year or calendar year.

Distribution of Excess Elective Deferrals shall be made on a pro rata basis from the Participant’s

Account resulting from Pre-tax Elective Deferral Contributions and Roth Elective Deferral

Contributions in the same proportion that such Contributions were made for the applicable year,

unless the Participant elects a different order of distribution.

The Excess Elective Deferrals shall be adjusted for any income or loss. The income or loss allocable

to such Excess Elective Deferrals shall be equal to the income or loss allocable to the Participant’s

Elective Deferral Contributions for the taxable year in which the excess occurred multiplied by a

fraction. The numerator of the fraction is the Excess Elective Deferrals. The denominator of the

fraction is the closing balance without regard to any income or loss occurring during such taxable

year (as of the end of such taxable year) of the Participant’s Account resulting from Elective Deferral

Contributions.

For purposes of determining income or loss on Excess Elective Deferrals for taxable years beginning

on or after January 1, 2006, any Excess Elective Deferrals, in addition to any adjustment for income

or loss for the taxable year in which the excess occurred, shall be adjusted for income or loss for the

gap period between the end of such taxable year and the date of distribution. Such income or loss

allocable to the gap period shall be equal to 10% of the income or loss allocable to the Excess

Elective Deferrals for the taxable year multiplied by the number of complete months (counting a

partial month of 16 days or more as a complete month) in the gap period.

For purposes of determining income or loss on Excess Elective Deferrals for taxable years beginning

on or after January 1, 2008, no adjustment shall be made for income or loss for the gap period.

Any Matching Contributions that were based on the Elective Deferral Contributions distributed as

Excess Elective Deferrals, plus any income and minus any loss allocable thereto, shall be forfeited.

(c) ADP Test. As of the end of each Plan Year after Excess Elective Deferrals have been determined,

the Plan must satisfy the ADP Test. The ADP Test shall be satisfied using the prior year testing

method or the current year testing method, as elected by the Employer in subparagraph (e) of this

section.

(1) Prior Year Testing Method. The ADP for a Plan Year for Eligible Participants who are Highly

Compensated Employees for each Plan Year and the prior year’s ADP for Eligible

Participants who were Nonhighly Compensated Employees for the prior Plan Year must

satisfy one of the following tests:

(i) The ADP for a Plan Year for Eligible Participants who are Highly Compensated

Employees for the Plan Year shall not exceed the prior year’s ADP for Eligible

Participants who were Nonhighly Compensated Employees for the prior Plan Year

multiplied by 1.25; or

(ii) The ADP for a Plan Year for Eligible Participants who are Highly Compensated

Employees for the Plan Year:

A. shall not exceed the prior year’s ADP for Eligible Participants who were

Nonhighly Compensated Employees for the prior Plan Year multiplied by 2,

and

B. the difference between such ADPs is not more than 2.

If this is not a successor plan, for the first Plan Year the Plan permits any Participant to make

Elective Deferral Contributions, for purposes of the foregoing tests, the prior year’s

Nonhighly Compensated Employees’ ADP shall be 3 percent or the Plan Year’s ADP for

these Eligible Participants, as elected by the Employer in subparagraph (e) of this section.

(2) Current Year Testing Method. The ADP for a Plan Year for Eligible Participants who are

Highly Compensated Employees for each Plan Year and the ADP for Eligible Participants

who are Nonhighly Compensated Employees for the Plan Year must satisfy one of the

following tests:

(i) The ADP for a Plan Year for Eligible Participants who are Highly Compensated

Employees for the Plan Year shall not exceed the ADP for Eligible Participants who

are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or

(ii) The ADP for a Plan Year for Eligible Participants who are Highly Compensated

Employees for the Plan Year:

A. shall not exceed the ADP for Eligible Participants who are Nonhighly

Compensated Employees for the Plan Year multiplied by 2, and

B. the difference between such ADPs is not more than 2.

If the Employer has elected to use the current year testing method, that election cannot be

changed unless (i) the Plan has been using the current year testing method for the

Amend No. 3 Effective January 1, 2022 43 Plan ID No. 353913 ( 4-52712)

preceding five Plan Years, or if less, the number of Plan Years the Plan has been in

existence; or (ii) if as a result of a merger or acquisition described in Code Section

410(b)(6)(C)(i), the Employer maintains both a plan using the prior year testing method and

a plan using the current year testing method and the change is made within the transition

period described in Code Section 410(b)(6)(C)(ii).

A Participant is a Highly Compensated Employee for a particular Plan Year if he meets the definition

of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Participant is a

Nonhighly Compensated Employee for a particular Plan Year if he does not meet the definition of a

Highly Compensated Employee in effect for that Plan Year.

The Deferral Percentage for any Eligible Participant who is a Highly Compensated Employee for the

Plan Year and who is eligible to have Elective Deferral Contributions (and Qualified Nonelective

Contributions or Qualified Matching Contributions, or both, if treated as Elective Deferral

Contributions for purposes of the ADP Test) allocated to his account under two or more

arrangements described in Code Section 401(k) that are maintained by the Employer or a Controlled

Group member shall be determined as if such Elective Deferral Contributions (and, if applicable,

such Qualified Nonelective Contributions or Qualified Matching Contributions, or both) were made

under a single arrangement. If a Highly Compensated Employee participates in two or more cash or

deferred arrangements of the Employer or of a Controlled Group member that have different plan

years, all Elective Deferral Contributions made during the Plan Year shall be aggregated. For Plan

Years beginning before 2006, all such cash or deferred arrangements ending with or within the same

calendar year shall be treated as a single arrangement. The foregoing notwithstanding, certain plans

shall be treated as separate if mandatorily disaggregated under the regulations of Code Section

401(k).

In the event this Plan satisfies the requirements of Code Section 401(k), 401(a)(4), or 410(b) only if

aggregated with one or more other plans, or if one or more other plans satisfy the requirements of

such Code sections only if aggregated with this Plan, then this section shall be applied by

determining the Deferral Percentage of Employees as if all such plans were a single plan. If more

than 10 percent of the Employer’s Nonhighly Compensated Employees are involved in a plan

coverage change as defined in section 1.401(k)-2(c)(4) of the regulations, then any adjustments to

the Nonhighly Compensated Employee ADP for the prior year shall be made in accordance with

such regulations if the Employer has elected to use the prior year testing method. Plans may be

aggregated in order to satisfy Code Section 401(k) only if they have the same plan year and use the

same testing method for the ADP Test.

For purposes of the ADP Test, Elective Deferral Contributions, Qualified Nonelective Contributions,

and Qualified Matching Contributions must be made before the end of the 12-month period

immediately following the Plan Year to which the contributions relate.

If the Plan Administrator should determine during the Plan Year that the ADP Test is not being met,

the Plan Administrator may limit the amount of future Elective Deferral Contributions of the Highly

Compensated Employees.

Notwithstanding any other provisions of this Plan, Excess Contributions, plus any income and minus

any loss allocable thereto, shall be distributed no later than 12 months after the last day of a Plan

Year to Participants to whose Accounts such Excess Contributions were allocated for such Plan

Year, except to the extent such Excess Contributions are classified as Catch-up Contributions.

Excess Contributions are allocated to the Highly Compensated Employees with the largest amounts

of employer contributions taken into account in calculating the ADP Test for the year in which the

excess arose, beginning with the Highly Compensated Employee with the largest amount of such

employer contributions and continuing in descending order until all of the Excess Contributions have

been allocated. If a Highly Compensated Employee participates in two or more cash or deferred

arrangements of the Employer or of a Controlled Group member, the amount distributed shall not

exceed the amount of the employer contributions taken into account in calculating the ADP Test and

made to this Plan for the year in which the excess arose. If Catch-up Contributions are allowed for

the Plan Year being tested, to the extent a Highly Compensated Employee has not reached his

Catch-up Contribution limit under the Plan for such year, Excess Contributions allocated to such

Highly Compensated Employee are Catch-up Contributions and will not be treated as Excess

Contributions. If such excess amounts (other than Catch-up Contributions) are distributed more than

2 1/2 months after the last day of the Plan Year in which such excess amounts arose, a 10 percent

excise tax shall be imposed on the employer maintaining the plan with respect to such amounts.

Excess Contributions shall be treated as Annual Additions, as defined in the CONTRIBUTION

LIMITATION SECTION of this article, even if distributed.

The Excess Contributions shall be adjusted for any income or loss. The income or loss allocable to

such Excess Contributions allocated to each Participant shall be equal to the income or loss

allocable to the Participant’s Elective Deferral Contributions (and, if applicable, Qualified Nonelective

Contributions or Qualified Matching Contributions, or both) for the Plan Year in which the excess

occurred multiplied by a fraction. The numerator of the fraction is the Excess Contributions. The

denominator of the fraction is the closing balance without regard to any income or loss occurring

during such Plan Year (as of the end of such Plan Year) of the Participant’s Account resulting from

Elective Deferral Contributions (and Qualified Nonelective Contributions or Qualified Matching

Contributions, or both, if such contributions are included in the ADP Test).

For purposes of determining income or loss on Excess Contributions beginning with the 2006 Plan

Year, any Excess Contributions, in addition to any adjustment for income or loss for the Plan Year in

which the excess occurred, shall be adjusted for income or loss for the gap period between the end

of such Plan Year and the date of distribution. Such income or loss allocable to the gap period shall

be equal to 10% of the income or loss allocable to the Excess Contributions for the Plan Year

multiplied by the number of complete months (counting a partial month of 16 days or more as a

complete month) in the gap period.

For purposes of determining income or loss on Excess Contributions for Plan Years beginning on or

after January 1, 2008, no adjustment shall be made for income or loss for the gap period.

Excess Contributions allocated to a Participant shall be distributed from the Participant’s Account

resulting from Elective Deferral Contributions. If such Excess Contributions exceed the amount of

Excess Contributions in the Participant’s Account resulting from Elective Deferral Contributions, the

balance shall be distributed from the Participant’s Account resulting from Qualified Matching

Contributions (if applicable) and Qualified Nonelective Contributions, respectively.

Distribution of Excess Contributions shall be made on a pro rata basis from the Participant’s Account

resulting from Pre-tax Elective Deferral Contributions and Roth Elective Deferral Contributions in the

same proportion that such Contributions were made for the applicable year, unless the Participant

elects a different order of distribution.

Any Matching Contributions that were based on the Elective Deferral Contributions distributed as

Excess Contributions, plus any income and minus any loss allocable thereto, shall be forfeited.

(d) ACP Test. As of the end of each Plan Year, the Plan must satisfy the ACP Test. The ACP Test shall

be satisfied using the prior year testing method or the current year testing method, as elected by the

Employer in subparagraph (e) of this section.

Amend No. 3 Effective January 1, 2022 45 Plan ID No. 353913 ( 4-52712)

(1) Prior Year Testing Method. The ACP for a Plan Year for Eligible Participants who are Highly

Compensated Employees for each Plan Year and the prior year’s ACP for Eligible

Participants who were Nonhighly Compensated Employees for the prior Plan Year must

satisfy one of the following tests:

(i) The ACP for a Plan Year for Eligible Participants who are Highly Compensated

Employees for the Plan Year shall not exceed the prior year’s ACP for Eligible

Participants who were Nonhighly Compensated Employees for the prior Plan Year

multiplied by 1.25; or

(ii) The ACP for a Plan Year for Eligible Participants who are Highly Compensated

Employees for the Plan Year:

A. shall not exceed the prior year’s ACP for Eligible Participants who were

Nonhighly Compensated Employees for the prior Plan Year multiplied by 2,

and

B. the difference between such ACPs is not more than 2.

If this is not a successor plan, for the first Plan Year the Plan permits any Participant to make

Participant Contributions, provides for Matching Contributions, or both, for purposes of the

foregoing tests, the prior year’s Nonhighly Compensated Employees’ ACP shall be 3 percent

or the Plan Year’s ACP for these Eligible Participants, as elected by the Employer in

subparagraph (e) of this section.

(2) Current Year Testing Method. The ACP for a Plan Year for Eligible Participants who are

Highly Compensated Employees for each Plan Year and the ACP for Eligible Participants

who are Nonhighly Compensated Employees for the Plan Year must satisfy one of the

following tests:

(i) The ACP for a Plan Year for Eligible Participants who are Highly Compensated

Employees for the Plan Year shall not exceed the ACP for Eligible Participants who

are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or

(ii) The ACP for a Plan Year for Eligible Participants who are Highly Compensated

Employees for the Plan Year:

A. shall not exceed the ACP for Eligible Participants who are Nonhighly

Compensated Employees for the Plan Year multiplied by 2, and

B. the difference between such ACPs is not more than 2.

If the Employer has elected to use the current year testing method, that election cannot be

changed unless (i) the Plan has been using the current year testing method for the

preceding five Plan Years, or if less, the number of Plan Years the Plan has been in

existence; or (ii) if as a result of a merger or acquisition described in Code Section

410(b)(6)(C)(i), the Employer maintains both a plan using the prior year testing method and

a plan using the current year testing method and the change is made within the transition

period described in Code Section 410(b)(6)(C)(ii).

A Participant is a Highly Compensated Employee for a particular Plan Year if he meets the definition

of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Participant is a

Nonhighly Compensated Employee for a particular Plan Year if he does not meet the definition of a

Highly Compensated Employee in effect for that Plan Year.

The Contribution Percentage for any Eligible Participant who is a Highly Compensated Employee for

the Plan Year and who is eligible to have Contribution Percentage Amounts allocated to his account

under two or more plans described in Code Section 401(a) or arrangements described in Code

Section 401(k) that are maintained by the Employer or a Controlled Group member shall be

determined as if the total of such Contribution Percentage Amounts was made under each plan and

arrangement. If a Highly Compensated Employee participates in two or more such plans or

arrangements that have different plan years, all Contribution Percentage Amounts made during the

Plan Year shall be aggregated. For Plan Years beginning before 2006, all such plans and

arrangements ending with or within the same calendar year shall be treated as a single plan or

arrangement. The foregoing notwithstanding, certain plans shall be treated as separate if

mandatorily disaggregated under the regulations of Code Section 401(m).

In the event this Plan satisfies the requirements of Code Section 401(m), 401(a)(4), or 410(b) only if

aggregated with one or more other plans, or if one or more other plans satisfy the requirements of

such Code sections only if aggregated with this Plan, then this section shall be applied by

determining the Contribution Percentage of Employees as if all such plans were a single plan. If

more than 10 percent of the Employer’s Nonhighly Compensated Employees are involved in a plan

coverage change as defined in section 1.401(m)-2(c)(4) of the regulations, then any adjustments to

the Nonhighly Compensated Employee ACP for the prior year shall be made in accordance with

such regulations if the Employer has elected to use the prior year testing method. Plans may be

aggregated in order to satisfy Code Section 401(m) only if they have the same plan year and use the

same testing method for the ACP Test.

For purposes of the ACP Test, Participant Contributions are considered to have been made in the

Plan Year in which contributed to the Plan. Matching Contributions and Qualified Nonelective

Contributions will be considered to have been made for a Plan Year if made no later than the end of

the 12-month period beginning on the day after the close of the Plan Year.

Notwithstanding any other provisions of this Plan, Excess Aggregate Contributions, plus any income

and minus any loss allocable thereto, shall be forfeited, if not vested, or distributed, if vested, no later

than 12 months after the last day of a Plan Year to Participants to whose Accounts such Excess

Aggregate Contributions were allocated for such Plan Year. Excess Aggregate Contributions are

allocated to the Highly Compensated Employees with the largest Contribution Percentage Amounts

taken into account in calculating the ACP Test for the year in which the excess arose, beginning with

the Highly Compensated Employee with the largest amount of such Contribution Percentage

Amounts and continuing in descending order until all of the Excess Aggregate Contributions have

been allocated. If a Highly Compensated Employee participates in two or more plans or

arrangements of the Employer or of a Controlled Group member that include Contribution

Percentage Amounts, the amount distributed shall not exceed the Contribution Percentage Amounts

taken into account in calculating the ACP Test and made to this Plan for the year in which the excess

arose. If such Excess Aggregate Contributions are distributed more than 2 1/2 months after the last

day of the Plan Year in which such excess amounts arose, a 10 percent excise tax shall be imposed

on the employer maintaining the plan with respect to such amounts.

Excess Aggregate Contributions shall be treated as Annual Additions, as defined in the

CONTRIBUTION LIMITATION SECTION of this article, even if distributed.

The Excess Aggregate Contributions shall be adjusted for any income or loss. The income or loss

allocable to such Excess Aggregate Contributions allocated to each Participant shall be equal to the

income or loss allocable to the Participant’s Contribution Percentage Amounts for the Plan Year in

which the excess occurred multiplied by a fraction. The numerator of the fraction is the Excess

Aggregate Contributions. The denominator of the fraction is the closing balance without regard to

any income or loss occurring during such Plan Year (as of the end of such Plan Year) of the

Participant’s Account resulting from Contribution Percentage Amounts.

For purposes of determining income or loss on Excess Aggregate Contributions beginning with the

2006 Plan Year, any Excess Aggregate Contributions, in addition to any adjustment for income or

loss for the Plan Year in which the excess occurred, shall be adjusted for income or loss for the gap

period between the end of such Plan Year and the date of distribution. Such income or loss allocable

to the gap period shall be equal to 10% of the income or loss allocable to the Excess Aggregate

Contributions for the Plan Year multiplied by the number of complete months (counting a partial

month of 16 days or more as a complete month) in the gap period.

For purposes of determining income or loss on Excess Aggregate Contributions for Plan Years

beginning on or after January 1, 2008, no adjustment shall be made for income or loss for the gap

period.

Excess Aggregate Contributions allocated to a Participant shall be distributed from the Participant’s

Account resulting from Participant Contributions that are not required as a condition of employment

or participation or for obtaining additional benefits from Employer Contributions. If such Excess

Aggregate Contributions exceed the balance in the Participant’s Account resulting from such

Participant Contributions, the balance shall be forfeited, if not vested, or distributed, if vested, on a

pro rata basis from the Participant’s Account resulting from Contribution Percentage Amounts.

(e) Employer Elections. The Employer has made an election to use the current year testing method.

SECTION 3.09--401(k) SAFE HARBOR PROVISIONS.

The provisions of this section shall only apply to non-union Participants.

The Plan is a 401(k) safe harbor plan. In accordance with sections 1.401(k)-1(e)(7) and 1.401(m)-1(c)(2) of

the regulations, the Employer cannot use ADP (and ACP testing, if applicable) for a Plan Year in which it is

intended for the Plan through its written terms to be an ADP Test Safe Harbor (and ACP Test Safe Harbor, if

applicable) and the Employer fails to satisfy the requirements of such safe harbors for the Plan Year, unless

the 401(k) safe harbor election is revoked as provided in (e) below.

(a) Rules of Application.

(1) To satisfy the requirements to be a 401(k) safe harbor plan, a Plan must: (i) satisfy the notice

requirements and contribution requirements of this section; and (ii) apply the 401(k) safe

harbor provisions for the entire 12-month Plan Year, unless a short Plan Year exception in

(2) below applies.

Any provisions relating to the ADP Test in the EXCESS AMOUNTS SECTION of this article

do not apply for any Plan Year in which the provisions of this section apply unless the plan is

amended to revoke the 401(k) safe harbor provisions during the Plan Year in accordance

with (e) below. Any provisions relating to the ACP Test in the EXCESS AMOUNTS

SECTION of this article do not apply with respect to Matching Contributions for any Plan

Year in which the provisions of this section apply unless the Plan is amended to revoke the

401(k) safe harbor provisions during the Plan Year in accordance with (e) below.

Amend No. 3 Effective January 1, 2022 48 Plan ID No. 353913 ( 4-52712)

(2) Short Plan Year Exceptions. The provisions of this section shall not apply unless the Plan

Year is 12 months long except as provided below:

(i) In the case of the first Plan Year of a newly established plan (other than a successor

plan), the Plan Year is at least 3 months long (or any shorter period if the Employer

is a newly established employer that establishes the Plan as soon as

administratively feasible after the Employer came into existence).

(ii) In the case of a cash or deferred arrangement that is added to an existing profit

sharing, stock bonus, or pre-ERISA money purchase pension plan for the first time

during a plan year, provided the Plan is not a successor plan and the cash or

deferred arrangement is made effective no later than 3 months prior to the end of

the Plan Year. The Plan may not be an ACP Test Safe Harbor for such Plan Year

unless the existing Plan did not provide for Matching Contributions and the

amendment providing for Matching Contribution is made effective at the same time

as the adoption of the cash or deferred arrangement.

(iii) If the Plan has a short Plan Year as a result of changing its Plan Year, provided that

the Plan satisfied the ADP Test Safe Harbor requirements and ACP Test Safe

Harbor requirements, if applicable, for the immediately preceding Plan Year and the

Plan satisfies the ADP Test Safe Harbor requirements and ACP Test Safe Harbor

requirements, if applicable, (determined without regard to the revocation of 401(k)

safe harbor election described in (e) below) for the immediately following Plan Year

(or for the immediately following 12 months if the immediately following Plan Year is

less than 12 months).

(iv) If the Plan has a short Plan Year due to Plan termination, provided that the Plan

satisfies the ADP Test Safe Harbor requirements and ACP Test Safe Harbor

requirements, if applicable, through the date of termination and either:

A. the Plan would satisfy the requirements of the revocation of 401(k) safe

harbor election described in (e) below, treating the termination of the Plan

as a reduction or suspension of Qualified Matching Contributions, other than

the requirement that Active Participants have a reasonable opportunity to

change the amount of their Elective Deferral Contributions; or

B. the Plan termination is in connection with a transaction described in Code

Section 410(b)(6)(C) or the Employer incurs a substantial business hardship

comparable to a substantial business hardship described in Code Section

412(c).

(3) To the extent that any other provision of the Plan is inconsistent with the provisions of this

section, the provisions of this section shall govern.

(b) ADP Test Safe Harbor.

(1) Contributions. The Plan is satisfying the ADP Test Safe Harbor using Qualified Nonelective

Contributions as provided in the EMPLOYER CONTRIBUTIONS SECTION of this article.

The Employer shall pay to the Insurer or Trustee, as applicable, such Contributions for each

Plan Year not later than the end of the 12-month period immediately following the Plan Year

for which they are deemed to be paid.

Amend No. 3 Effective January 1, 2022 49 Plan ID No. 353913 ( 4-52712)

(2) Notice Requirement. At least 30 days, but not more than 90 days, before the beginning of

the Plan Year, the Employer shall provide each Active Participant a comprehensive notice of

his rights and obligations under the Plan, including a description of the Qualified Matching

Contributions or Qualified Nonelective Contributions that will be made to the Plan to satisfy

the ADP Test Safe Harbor.

The notice shall be written in a manner calculated to be understood by the average Active

Participant.

If an Employee becomes an Active Participant after the 90th day before the beginning of the

Plan Year and does not receive the notice described above for that reason, the applicable

notice must be provided no more than 90 days before he becomes an Active Participant but

not later than the date he becomes an Active Participant.

(3) Election Periods. In addition to any other election periods provided under the Plan, each

Active Participant may make or modify a deferral election during the 30-day period

immediately following receipt of the notice described in (2) above.

(c) ACP Test Safe Harbor.

Matching Contributions. If the Plan is satisfying the ACP Test Safe Harbor, Matching Contributions

shall be limited as provided in the EMPLOYER CONTRIBUTIONS SECTION of this article.

(d) ACP Test.

(1) Continued Application. If the Plan is satisfying the ADP Test Safe Harbor and the ACP Test

Safe Harbor, the Plan must still satisfy the ACP Test in the manner specified in (2) below

with respect to Participant Contributions. If the Plan is satisfying the ADP Test Safe Harbor

but not the ACP Test Safe Harbor, the Plan must satisfy the ACP Test in the manner

specified in (2) below with respect to Participant Contributions and Matching Contributions.

(2) Special Rules. If the Plan is satisfying the ADP Test Safe Harbor and the ACP Test Safe

Harbor, all Matching Contributions, with respect to all Eligible Participants, as defined in the

EXCESS AMOUNTS SECTION of this article, shall be disregarded. If the Plan is satisfying

the ADP Test Safe Harbor using Qualified Nonelective Contributions, but is not satisfying the

ACP Test Safe Harbor, such Qualified Nonelective Contributions shall be disregarded.

Qualified Matching Contributions shall not be treated as being taken into account for

purposes of the ADP Test. Elective Deferral Contributions may not be taken into account for

purposes of the ACP Test.

(e) Revocation of 401(k) Safe Harbor Election.

The Employer may amend the Plan to revoke the 401(k) safe harbor election and the corresponding

Qualified Matching Contributions or Qualified Nonelective Contributions during any Plan Year, if the

following conditions are met:

(1) All Active Participants shall be provided a supplemental notice that explains the

consequences of the amendment, informs them of the effective date of the elimination of the

Qualified Matching Contributions or Qualified Nonelective Contributions, and explains the

procedures to change their Elective Deferral Agreement.

Amend No. 3 Effective January 1, 2022 50 Plan ID No. 353913 ( 4-52712)

(2) The effective date of the revocation cannot be earlier than the later of (i) 30 days after the

Active Participants are given such notice, and (ii) the date the amendment revoking such

provisions is adopted.

(3) Active Participants are given a reasonable opportunity (including a reasonable period after

receipt of the supplemental notice) to change their Elective Deferral Agreement prior to the

revocation of the 401(k) safe harbor election.

(4) The elimination of the Qualified Nonelective Contributions during a Plan Year is permitted for

amendments adopted after May 18, 2009, if the Employer incurs a substantial business

hardship comparable to a substantial hardship described in Code Section 412(c).

If the 401(k) safe harbor election is revoked for the Plan Year, the Employer shall perform the ADP

Test and ACP Test, if applicable, for the entire Plan Year using the current year testing method

described in the EXCESS AMOUNTS SECTION of this article, and satisfy the Top-heavy Plan

requirements of Article XI.

The Employer shall make the Qualified Matching Contributions, if applicable, with respect to Elective

Deferral Contributions and Compensation for the portion of the Plan Year prior to the effective date

of the revocation. The Employer shall make the Qualified Nonelective Contributions, if applicable,

with respect to Compensation paid for the portion of the Plan Year through the effective date of the

revocation. The annual compensation limit applied to Compensation for purposes of the Qualified

Matching Contributions and Qualified Nonelective Contributions shall be adjusted for the short

determination period as described in the definition of Compensation in the DEFINITIONS SECTION

of Article I.

(f) Top-heavy Rules. The Plan is deemed to not be a Top-heavy Plan, as defined in the DEFINITIONS

SECTION of Article XI, for a Plan Year if the exception under Code Section 416(g)(4)(H) applies for

such year.

SECTION 3.10--ELIGIBLE AUTOMATIC CONTRIBUTION ARRANGEMENT (EACA)

PROVISIONS.

Section 3.10 does not apply to the Plan.

SECTION 3.11--QUALIFIED AUTOMATIC CONTRIBUTION ARRANGEMENT (QACA)

SAFE HARBOR PROVISIONS.

Section 3.11 does not apply to the Plan.

Amend No. 3 Effective January 1, 2022 51 Plan ID No. 353913 ( 4-52712)

ARTICLE IV

INVESTMENT OF CONTRIBUTIONS

SECTION 4.01--INVESTMENT AND TIMING OF CONTRIBUTIONS.

The handling of Contributions and Plan assets is governed by the provisions of the Trust Agreement and any

other relevant document, such as an Annuity Contract (for the purposes of this paragraph alone, the Trust

Agreement and such other documents will each be referred to as a “document” or collectively as the

“documents”), duly entered into by or with regard to the Plan that govern such matters. To the extent

permitted by the documents, the parties named below shall direct the Contributions for investment in any of

the investment options available to the Plan under or through the documents, and may request the transfer

of amounts resulting from those Contributions between such investment options.

A Participant may not direct the investment of all or any portion of his Account in collectibles. Collectibles

mean any work of art, rug or antique, metal or gem, stamp or coin, alcoholic beverage, or other tangible

personal property specified by the Secretary of the Treasury. However, for tax years beginning after

December 31, 1997, certain coins and bullion as provided in Code Section 408(m)(3) shall not be considered

collectibles.

If a Participant has provided investment direction for all or certain specific Contributions made to his Account,

such Contributions shall be invested in accordance with such direction to the extent possible. If an

investment option selected by the Participant in that investment direction is no longer available and a new

investment option is not selected by the Participant (in lieu of the one that is no longer available) by the

deadline set by a fiduciary of the Plan (or by the date the investment option is no longer available), all

amounts currently held in the investment option that is no longer available and future Contributions directed

to such investment option by the Participant (and made after such deadline or date) shall be invested in the

appropriate default investment option, unless otherwise directed by a fiduciary of the Plan.

If an investment option selected by the Participant is no longer available for future Contributions only and a

new investment option is not selected by the Participant (in lieu of the one that is no longer available) by the

deadline set by a fiduciary of the Plan (or by the date the investment option is no longer available), all future

Contributions directed to such investment option that is not available for future Contributions (and made after

such deadline or date) shall be invested in the appropriate default investment option, unless otherwise

directed by a fiduciary of the Plan.

To the extent that a Participant who has the ability to provide investment direction (either on an ongoing

basis or in response to a notice from a fiduciary of the Plan) fails to give timely investment direction, the

amount in the Participant’s Account for which no investment direction is received shall be invested in the

appropriate default investment option, unless otherwise directed by a fiduciary of the Plan.

If the Primary Employer has investment direction, the Contributions shall be invested in accordance with

such direction. The Employer shall have investment direction for amounts that have not been allocated to

Participants. To the extent an investment option is no longer available, a fiduciary of the Plan may require

that amounts currently held in such investment option be reinvested in other investment options. To the

extent that the Employer has not given investment direction, and no Plan fiduciary gives direction regarding

the reinvestment of such amounts, the amounts held in an investment option that is no longer available or

which had been directed to be invested in an investment option that is not available for future Contributions

shall be invested in the appropriate default investment option.

Amend No. 3 Effective January 1, 2022 52 Plan ID No. 353913 ( 4-52712)

Default investment options are defined in documents duly entered into by or with regard to the Plan that

govern such matters.

At least annually, the Named Fiduciary shall review all pertinent Employee information and Plan data in order

to establish the funding policy of the Plan and to determine appropriate methods of carrying out the Plan's

objectives. The Named Fiduciary shall inform the Trustee and any Investment Manager of the Plan's short-

term and long-term financial needs so the investment policy can be coordinated with the Plan's financial

requirements.

The Participant shall direct the investment of all Contributions, other than Matching Contributions, Qualified

Nonelective Contributions, and any Discretionary Contributions for union Participants that are made in the

form of Qualifying Employer Securities, and the transfer of amounts resulting from those Contributions. The

Primary Employer shall direct the investment of such Matching Contributions, Qualified Nonelective

Contributions and Discretionary Contributions, and the Participant shall direct the transfer of amounts

resulting from those Contributions. A Participant may elect to transfer no more than 10% of his total Vested

Account to be reinvested in Qualifying Employer Securities. Notwithstanding the foregoing, the subsequent

reinvestment is further limited to Matching Contributions, Qualified Nonelective Contributions and to

Discretionary Contributions for union Participants that are made in the form of Qualifying Employer

Securities.

However, the Named Fiduciary may delegate to the Investment Manager investment direction for

Contributions and amounts that are not subject to Participant direction.

All Contributions are forwarded by the Employer to (i) the Trustee to be deposited in the Trust Fund or

otherwise invested by the Trustee in accordance with the relevant documents; or (ii) the Insurer to be

deposited under the Annuity Contract, as applicable.

SECTION 4.02--INVESTMENT IN QUALIFYING EMPLOYER SECURITIES.

All or some portion of the Participant’s Account (other than Rollover Contributions) may be invested in

Qualifying Employer Securities.

If the Participant has investment control, once an investment in the Qualifying Employer Securities Fund is

made available to Participants, it shall continue to be available unless the Plan is amended to disallow such

available investment. In the absence of an election to invest in Qualifying Employer Securities, Participants

shall be deemed to have elected to have their Accounts invested wholly in other investment options of the

Investment Fund. Once an election is made, it shall be considered to continue until a new election is made.

For purposes of determining the annual valuation of the Plan, and for reporting to Participants and regulatory

authorities, the assets of the Plan shall be valued at least annually on the Valuation Date which corresponds

to the last day of the Plan Year. The fair market value of Qualifying Employer Securities shall be determined

on such Valuation Date. The prices of Qualifying Employer Securities as of the date of the transaction shall

apply for purposes of valuing distributions and other transactions of the Plan to the extent such value is

representative of the fair market value of such securities in the opinion of the Plan Administrator. The value

of a Participant's Account held in the Qualifying Employer Securities Fund may be expressed in units.

If the Qualifying Employer Securities are not publicly traded, or if an extremely thin market exists for such

securities so that reasonable valuation may not be obtained from the market place, then such securities must

be valued at least annually by an independent appraiser who is not associated with the Employer, the Plan

Administrator, the Trustee, or any person related to any fiduciary under the Plan. The independent appraiser

may be associated with a person who is merely a contract administrator with respect to the Plan, but who

exercises no discretionary authority and is not a plan fiduciary.

If there is a public market for Qualifying Employer Securities of the type held by the Plan, then the Plan

Administrator may use as the value of the securities the price at which such securities trade in such market.

If the Qualifying Employer Securities do not trade on the relevant date, or if the market is very thin on such

date, then the Plan Administrator may use for the valuation the next preceding trading day on which the

trading prices are representative of the fair market value of such securities in the opinion of the Plan

Administrator.

Cash dividends payable on the Qualifying Employer Securities shall be reinvested in additional shares of

such securities. In the event of any cash or stock dividend or any stock split, such dividend or split shall be

credited to the Accounts based on the number of shares of Qualifying Employer Securities credited to each

Account as of the payable date of such dividend or split.

All purchases of Qualifying Employer Securities shall be made at a price, or prices, which, in the judgment of

the Plan Administrator, do not exceed the fair market value of such securities.

In the event that the Trustee acquires Qualifying Employer Securities by purchase from a “disqualified

person” as defined in Code Section 4975(e)(2) or from a “party-in-interest” as defined in ERISA Section

3(14), the terms of such purchase shall contain the provision that in the event there is a final determination

by the Internal Revenue Service, the Department of Labor, or court of competent jurisdiction that the fair

market value of such securities as of the date of purchase was less than the purchase price paid by the

Trustee, then the seller shall pay or transfer, as the case may be, to the Trustee an amount of cash or shares

of Qualifying Employer Securities equal in value to the difference between the purchase price and such fair

market value for all such shares. In the event that cash or shares of Qualifying Employer Securities are paid

or transferred to the Trustee under this provision, such securities shall be valued at their fair market value as

of the date of such purchase, and interest at a reasonable rate from the date of purchase to the date of

payment or transfer shall be paid by the seller on the amount of cash paid.

The Plan Administrator may direct the Trustee to sell, resell, or otherwise dispose of Qualifying Employer

Securities to any person, including the Employer, provided that any such sales to any disqualified person or

party-in-interest, including the Employer, will be made at not less than the fair market value and no

commission will be charged. Any such sale shall be made in conformance with ERISA Section 408(e).

The Employer is responsible for compliance with any applicable Federal or state securities law with respect

to all aspects of the Plan. If the Qualifying Employer Securities or interest in this Plan are required to be

registered in order to permit investment in the Qualifying Employer Securities Fund as provided in this

section, then such investment will not be effective until the later of the effective date of the Plan or the date

such registration or qualification is effective. The Employer, at its own expense, will take or cause to be

taken any and all such actions as may be necessary or appropriate to effect such registration or qualification.

Further, if the Trustee is directed to dispose of any Qualifying Employer Securities held under the Plan under

circumstances which require registration or qualification of the securities under applicable Federal or state

securities laws, then the Employer will, at its own expense, take or cause to be taken any and all such action

as may be necessary or appropriate to effect such registration or qualification. The Employer is responsible

for all compliance requirements under Section 16 of the Securities Act.

Diversification Requirements.

The diversification requirements below apply for Plan Years beginning on or after January 1, 2007.

An applicable individual (as defined in section 1.401(a)(35)-1(b) of the regulations) is permitted to elect to

direct any publicly traded qualifying employer securities (as defined in Code Section 401(a)(35)(G)(v)) held in

his Account under the Plan to be reinvested in other investment options offered under the Plan with respect

to the portion of his Account that is subject to Code Section 401(a)(35)(B) or (C). The Employer may permit

diversification of amounts invested in qualifying employer securities earlier than required as long as the

earlier time period is applied consistently to all applicable individuals.

The Plan shall offer at least three investment options, other than Qualifying Employer Securities, to which the

applicable individual may direct all or any portion of his Account invested in Qualifying Employer Securities,

and each investment option must be diversified and have materially different risk and return characteristics

that satisfy the requirements of section 2550.404c-1(b)(3) of the Department of Labor regulations. The Plan

may limit the time for divestment and reinvestment to periodic, reasonable opportunities occurring no less

frequently than quarterly. The Plan may not impose any restrictions or conditions with respect to the

investment of Qualifying Employer Securities that are not imposed on the investment options offered under

the Plan, except as provided in section 1.401(a)(35)-1(e) of the regulations.

For Qualifying Employer Securities held under the Plan in a Plan Year beginning before January 1, 2007, the

diversification rights described above shall only apply to the applicable percentage of the number of shares

of those securities as stated below:

(a) The applicable percentage is 33% for the first Plan Year to which Code Section 401(a)(35) applies.

(b) The applicable percentage is 66% for the second Plan Year to which Code Section 401(a)(35)

applies.

(c) The applicable percentage is 100% for all subsequent Plan Years.

If there is more than one class of securities held under the Plan, the transition rule above shall apply

separately with respect to each class. The transition rule above does not apply to Participants who are age

55 or older and have completed at least three years of service (as defined in section 1.401(a)(35)-1(c)(3) of

the regulations) prior to the first day of the first Plan Year beginning after December 31, 2005.

A notice must be provided to each applicable individual that describes the divestiture rights and the

importance of diversifying the investment of retirement plan assets. The Employer shall provide the notice to

all applicable individuals no later than 30 days before the date on which the applicable individuals are eligible

to exercise their right to diversify.

Voting and Tender Rights.

Voting rights with respect to Qualifying Employer Securities will be passed through to Participants.

Participants will be allowed to direct the voting rights of Qualifying Employer Securities for any matter put to

the vote of shareholders. Before each meeting of shareholders, the Employer shall cause to be sent to each

person with power to control such voting rights a copy of any notice and any other information provided to

shareholders and, if applicable, a form for instructing the Trustee how to vote at such meeting (or any

adjournment thereof) the number of full and fractional shares subject to such person’s voting control. The

Trustee may establish a deadline in advance of the meeting by which such forms must be received in order

to be effective.

Each Participant shall be entitled to one vote for each share credited to his Account.

If some or all of the Participants have not directed or have not timely directed the Trustee on how to vote,

then the Trustee shall vote such Qualifying Employer Securities in the same proportion as those shares of

Qualifying Employer Securities for which the Trustee has received proper direction for such matter.

The Trustee shall hold the Participant’s individual directions with respect to voting rights in confidence and,

except as required by law, shall not divulge or release such individual directions to anyone associated with

the Employer. The Employer may require verification of the Trustee’s compliance with the directions

received from Participants by any independent auditor selected by the Employer, provided that such auditor

agrees to maintain the confidentiality of such individual directions.

The Employer may develop procedures to facilitate the exercise of votes, such as the use of facsimile

transmissions for the Participants located in physically remote areas.

Tender rights or exchange offers for Qualifying Employer Securities will be passed through to Participants.

As soon as practicable after the commencement of a tender or exchange offer for Qualifying Employer

Securities, the Employer shall cause each person with power to control the response to such tender or

exchange offer to be advised in writing the terms of the offer and, if applicable, to be provided with a form for

instructing the Trustee, or for revoking such instruction, to tender or exchange shares of Qualifying Employer

Securities, to the extent permitted under the terms of such offer. In advising such persons of the terms of the

offer, the Employer may include statements from the board of directors setting forth its position with respect

to the offer.

If some or all of the Participants have not directed or have not timely directed the Trustee on how to tender,

then the Trustee shall tender such Qualifying Employer Securities in the same proportion as those shares of

Qualifying Employer Securities for which the Trustee has received proper direction for such matter.

If the tender or exchange offer is limited so that all of the shares that the Trustee has been directed to tender

or exchange cannot be sold or exchanged, the shares that each Participant directed to be tendered or

exchanged shall be deemed to have been sold or exchanged in the same ratio that the number of shares

actually sold or exchanged bears to the total number of shares that the Trustee was directed to tender or

exchange.

The Trustee shall hold the Participant’s individual directions with respect to tender decisions in confidence

and, except as required by law, shall not divulge or release such individual directions to anyone associated

with the Employer. The Employer may require verification of the Trustee’s compliance with the directions

received from Participants by any independent auditor selected by the Employer, provided that such auditor

agrees to maintain the confidentiality of such individual directions.

The Employer may develop procedures to facilitate the exercise of tender rights, such as the use of facsimile

transmissions for the Participants located in physically remote areas.

SECTION 4.03--VOTING AND TENDER OF SELF-DIRECTED BROKERAGE

ACCOUNTS.

Section 4.03 does not apply to the Plan.

SECTION 4.04--LIFE INSURANCE.

Section 4.04 does not apply to the Plan.

Amend No. 3 Effective January 1, 2022 56 Plan ID No. 353913 ( 4-52712)

ARTICLE V

BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.

On a Participant’s Retirement Date, his Vested Account shall be distributed to him according to the

distribution of benefits provisions of Article VI and the provisions of the SMALL AMOUNTS SECTION of

Article X.

SECTION 5.02--DEATH BENEFITS.

If a Participant dies before his Annuity Starting Date, his Vested Account shall be distributed according to the

distribution of benefits provisions of Article VI and the provisions of the SMALL AMOUNTS SECTION of

Article X.

SECTION 5.03--VESTED BENEFITS.

If an Inactive Participant’s Vested Account is not payable under the SMALL AMOUNTS SECTION of Article

X, he may elect, but is not required, to receive a distribution of any part of his Vested Account after he has a

Severance from Employment. A distribution under this paragraph shall be a retirement benefit and shall be

distributed to the Participant according to the distribution of benefits provisions of Article VI.

A Participant may not elect to receive a distribution under the provisions of this section after he again

becomes an Employee until he subsequently has a Severance from Employment and meets the

requirements of this section.

A Participant who has been performing Qualified Military Service for a period of more than 30 days is

deemed to have had a severance from employment (as described in Code Section 414(u)(12)(B)(i)) for

purposes of requesting a distribution of his Vested Account resulting from Elective Deferral Contributions.

The Plan will suspend Elective Deferral Contributions and Participant Contributions for six months after

receipt of the distribution. If the Participant is also eligible to receive a Qualified Reservist Distribution and

the distribution could be either type of distribution, the distribution will be treated as a Qualified Reservist

Distribution.

If an Inactive Participant does not receive an earlier distribution, upon his Retirement Date or death, his

Vested Account shall be distributed according to the provisions of the RETIREMENT BENEFITS SECTION

or the DEATH BENEFITS SECTION of this article.

The Nonvested Account of an Inactive Participant who has had a Severance from Employment shall remain

a part of his Account until it becomes a Forfeiture. However, if he again becomes an Employee so that his

Vesting Percentage can increase, the Nonvested Account may become a part of his Vested Account.

SECTION 5.04--WHEN BENEFITS START.

(a) Unless otherwise elected, benefits shall begin no later than the 60th day following the close of the

Plan Year in which the latest date below occurs:

(1) The date the Particiant attains age 65 (or Normal Retirement Age, if earlier).

Amend No. 3 Effective January 1, 2022 57 Plan ID No. 353913 ( 4-52712)

(2) The 10th anniversary of the Participant's earliest Entry Date.

(3) The date the Participant terminates service with the Employer.

Notwithstanding the foregoing, the failure of a Participant to consent to a distribution while a benefit

is immediately distributable, within the meaning of the ELECTION PROCEDURES SECTION of

Article VI, shall be deemed to be an election to defer the start of benefits sufficient to satisfy this

section.

The Participant may elect to have benefits begin after the latest date for beginning benefits described

above, subject to the following provisions of this section. The Participant shall make the election in

writing. Such election must be made before his Normal Retirement Date or the date he has a

Severance from Employment, if later. The Participant shall not elect a date for beginning benefits or

a form of distribution that would result in a benefit payable when he dies which would be more than

incidental within the meaning of governmental regulations.

Benefits shall begin on an earlier date if otherwise provided in the Plan. For example, the

Participant’s Retirement Date or Required Beginning Date, as defined in the DEFINITIONS

SECTION of Article VII.

(b) The Participant's Vested Account resulting from Elective Deferral Contributions, Qualified

Nonelective Contributions, Qualified Matching Contributions, QACA Matching Contributions, and

QACA Nonelective Contributions may not be distributed earlier than Severance from Employment,

death, or disability. However, such amount may be distributed upon:

(1) Termination of the Plan as permitted in Article VIII.

(2) The attainment of age 59 1/2 if such distribution is permitted in the WITHDRAWAL

BENEFITS SECTION of this article.

(3) The attainment of Normal Retirement Age, provided such age is at least age 59 1/2 and

such distribution is permitted in the definition of Normal Retirement Date in the

DEFINITIONS SECTION of Article I.

(4) A federally declared disaster, where resulting legislation authorizes such a distribution.

The Participant's Vested Account resulting from Elective Deferral Contributions may also be

distributed:

(5) As a hardship withdrawal, if such distribution is permitted in the WITHDRAWAL BENEFITS

SECTION of this article.

(6) As a Qualified Reservist Distribution, if such distribution is permitted in the WITHDRAWAL

BENEFITS SECTION of this article.

(7) If the Participant is deemed to have had a severance from employment as described in Code

Section 414(u)(12)(B)(i), if such distribution is permitted in the VESTED BENEFITS

SECTION of this article.

All distributions that may be made pursuant to one or more of the foregoing distributable events will

be a retirement benefit and shall be distributed to the Participant according to the distribution of

Amend No. 3 Effective January 1, 2022 58 Plan ID No. 353913 ( 4-52712)

benefits provisions of Article VI. In addition, distributions that are triggered by the termination of the

Plan must be made in a lump sum. A lump sum shall include a distribution of an annuity contract.

SECTION 5.05--WITHDRAWAL BENEFITS.

A request for withdrawal shall be made in such manner and in accordance with such rules as the Employer

shall prescribe for this purpose (including by means of voice response or other electronic means under

circumstances the Employer permits). Withdrawals shall be a retirement benefit and shall be distributed to

the Participant according to the distribution of benefits provisions of Article VI. A forfeiture shall not occur

solely as a result of a withdrawal.

Withdrawal of Rollover Contributions. A Participant may withdraw any part of his Vested Account resulting

from Rollover Contributions. A Participant may make such a withdrawal at any time.

Withdrawal after Age 59 1/2. A Participant who has attained age 59 1/2 may withdraw any part of his Vested

Account resulting from the following Contributions:

Elective Deferral Contributions

Matching Contributions Additional Contributions Discretionary Contributions

A Participant may make such a withdrawal at any time.

Financial Hardship Withdrawal. A Participant may withdraw any part of his Vested Account resulting from

Elective Deferral Contributions in the event of hardship due to an immediate and heavy financial need.

Withdrawals from the Participant's Account resulting from Elective Deferral Contributions shall be limited to

the amount of the Participant's Elective Deferral Contributions plus income allocable thereto credited to his

Account as of December 31, 1988.

Immediate and heavy financial need shall be limited to: (i) expenses incurred or necessary for medical care

that would be deductible under Code Section 213(a) (determined without regard to whether the expenses

exceed the stated limit on adjusted gross income); (ii) the purchase (excluding mortgage payments) of a

principal residence for the Participant; (iii) payment of tuition, related educational fees, and room and board

expenses, for up to the next 12 months of post-secondary education for the Participant, his spouse, children,

or dependents (as defined in Code Section 152 without regard to Code Sections 152(b)(1), (b)(2), and

(d)(1)(B)); (iv) payments necessary to prevent the eviction of the Participant from, or foreclosure on the

mortgage of, the Participant’s principal residence; (v) payments for funeral or burial 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 to repair damage to the Participant’s principal residence that

would qualify for a casualty loss deduction under Code Section 165 (determined without regard to whether

the loss exceeds 10% of adjusted gross income); or (vii) any other distribution which is deemed by the

Commissioner of Internal Revenue to be made on account of immediate and heavy financial need as

provided in Treasury regulations.

No withdrawal shall be allowed which is not necessary to satisfy such immediate and heavy financial need.

Such withdrawal shall be deemed necessary only if all of the following requirements are met: (i) the

distribution is not in excess of the amount of the immediate and heavy financial need (including amounts

necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from

the distribution); (ii) the Participant has obtained all distributions, other than hardship distributions, and all

nontaxable loans currently available under all plans maintained by the Employer; and (iii) the Plan, and all

Amend No. 3 Effective January 1, 2022 59 Plan ID No. 353913 ( 4-52712)

other plans maintained by the Employer, provide that the Participant's elective contributions and participant

contributions will be suspended for at least six months after receipt of the hardship distribution. The Plan will

suspend elective contributions and participant contributions for six months as provided in the preceding

sentence.

A Participant shall not cease to be an Eligible Participant, as defined in the EXCESS AMOUNTS SECTION

of Article III, merely because his elective contributions or participant contributions are suspended.

Qualified Reservist Distribution. A Participant may withdraw any part of his Vested Account resulting from

Elective Deferral Contributions if such distribution meets the requirements to be a Qualified Reservist

Distribution.

SECTION 5.06--LOANS TO PARTICIPANTS.

Loans shall be made available to all Participants on a reasonably equivalent basis.

For purposes of this section, and unless otherwise specified, Participant means any Participant or

Beneficiary who is a party-in-interest as defined in ERISA. Loans shall not be made to Highly Compensated

Employees in an amount greater than the amount made available to other Participants.

A loan to a Participant shall be a Participant-directed investment of his Account. The loan is a Trust Fund

investment but no Account other than the borrowing Participant's Account shall share in the interest paid on

the loan or bear any expense or loss incurred because of the loan.

The portion of the Participant's Account held in the Qualifying Employer Securities Fund may not be

redeemed for purposes of a loan.

The number of outstanding loans shall be limited to one.

No more than two loans shall be approved for any Participant in any 12-month period.

The minimum amount of any loan shall be $1,000.

Loans must be adequately secured and bear a reasonable rate of interest.

The amount of the loan shall not exceed the maximum amount that may be treated as a loan under Code

Section 72(p) (rather than a distribution) to the Participant and shall be equal to the lesser of (a) or (b) below:

(a) $50,000, reduced by the highest outstanding loan balance of loans during the one-year period

ending on the day before the new loan is made.

(b) The greater of (1) or (2), reduced by (3) below:

(1) One-half of the Participant's Vested Account (without regard to any accumulated deductible

employee contributions, as defined in Code Section 72(o)(5)(B)).

(2) $10,000.

(3) Any outstanding loan balance on the date the new loan is made.

Amend No. 3 Effective January 1, 2022 60 Plan ID No. 353913 ( 4-52712)

For purposes of this maximum, all qualified employer plans, as defined in Code Section 72(p)(4), of the

Employer and any Controlled Group member shall be treated as one plan.

The foregoing notwithstanding, the amount of such loan shall not exceed 50 percent of the amount of the

Participant’s Vested Account reduced by any outstanding loan balance on the date the new loan is made.

For purposes of this maximum, a Participant’s Vested Account does not include any accumulated deductible

employee contributions, as defined in Code Section 72(o)(5)(B). No collateral other than a portion of the

Participant’s Vested Account (as limited above) shall be accepted.

The Participant’s outstanding loan balance shall include any deemed distribution, along with accrued

interest, that has not been repaid or offset.

A Participant must obtain the consent of his spouse, if any, to the use of the Vested Account as security for

the loan. Spousal consent shall be obtained no earlier than the beginning of the 180-day period that ends on

the date on which the loan to be so secured is made. The consent must be in writing, must acknowledge the

effect of the loan, and must be witnessed by a plan representative or a notary public. Such consent shall

thereafter be binding with respect to the consenting spouse or any subsequent spouse with respect to that

loan. A new consent shall be required if the Vested Account is used for collateral upon renegotiation,

extension, renewal, or other revision of the loan. No consent shall be required if the plan is not subject to the

survivor annuity requirements of Code Sections 401(a)(11) and 417.

If a valid spousal consent has been obtained in accordance with the above, or spousal consent is not

required, then, notwithstanding any other provision of this Plan, the portion of the Participant’s Vested

Account used as a security interest held by the Plan by reason of a loan outstanding to the Participant shall

be taken into account for purposes of determining the amount of the Vested Account payable at the time of

death or distribution, but only if the reduction is used as repayment of the loan. If spousal consent is

required and less than 100 percent of the Participant’s Vested Account (determined without regard to the

preceding sentence) is payable to the surviving spouse, then the Vested Account shall be adjusted by first

reducing the Vested Account by the amount of the security used as repayment of the loan, and then

determining the benefit payable to the surviving spouse.

Each loan shall bear a reasonable fixed rate of interest to be determined by the Loan Administrator. In

determining the interest rate, the Loan Administrator shall take into consideration fixed interest rates

currently being charged by commercial lenders for loans of comparable risk on similar terms and for similar

durations, so that the interest will provide for a return commensurate with rates currently charged by

commercial lenders for loans made under similar circumstances. The Loan Administrator shall not

discriminate among Participants in the matter of interest rates; but loans granted at different times may bear

different interest rates in accordance with the current appropriate standards.

The loan shall by its terms require that repayment (principal and interest) be amortized in level payments, not

less frequently than quarterly, over a period not extending beyond five years from the date of the loan.

If the loan is used to acquire a dwelling unit, which within a reasonable time (determined at the time the loan

is made) will be used as the principal residence of the Participant, the repayment period may extend beyond

five years from the date of the loan, but the extended period shall be the lesser of 20 years or a repayment

period consistent with commercial home loan practices.

The Participant shall make an application for a loan in such manner and in accordance with such rules as the

Employer shall prescribe for this purpose (including by means of voice response or other electronic means

under circumstances the Employer permits). The application must specify the amount and duration

requested.

Amend No. 3 Effective January 1, 2022 61 Plan ID No. 353913 ( 4-52712)

Information contained in the application for the loan concerning the income, liabilities, and assets of the

Participant will be evaluated to determine whether there is a reasonable expectation that the Participant will

be able to satisfy payments on the loan as due.

Each loan shall be fully documented in the form of a promissory note signed by the Participant for the face

amount of the loan, together with interest determined as specified above.

There will be an assignment of collateral to the Plan executed at the time the loan is made.

In those cases where repayment through payroll deduction is available, installments are so payable, and a

payroll deduction agreement shall be executed by the Participant at the time the loan is made. If the

Participant has previously been treated as having received a deemed distribution and the subsequent loan is

being made before the deemed distribution, along with accrued interest, has been repaid or offset, a payroll

deduction agreement shall be required. If a payroll deduction agreement is required because of a previous

deemed distribution and the Participant later revokes such agreement, the outstanding loan balance at the

time of the revocation shall be treated as a deemed distribution.

Where payroll deduction is not available, payments in cash are to be timely made. Any payment that is not

by payroll deduction shall be made payable to the Employer or the Trustee, as specified in the promissory

note, and delivered to the Loan Administrator, including prepayments, service fees and penalties, if any, and

other amounts due under the note.

The promissory note may provide for reasonable late payment penalties and service fees. Any penalties or

service fees shall be applied to all Participants in a nondiscriminatory manner. If the promissory note so

provides, such amounts may be assessed and collected from the Account of the Participant as part of the

loan balance.

Each loan may be paid prior to maturity, in part or in full, without penalty or service fee, except as may be set

out in the promissory note.

The Plan may suspend loan payments for a period not exceeding one year during which an approved unpaid

leave of absence occurs other than a military leave of absence. The Loan Administrator shall provide the

Participant a written explanation of the effect of the suspension of payments upon his loan.

If a Participant separates from service (or takes a leave of absence) from the Employer because of service in

the military and does not receive a distribution of his Vested Account, the Plan may suspend loan payments

until the Participant’s completion of military service or until the Participant’s fifth anniversary of

commencement of military service, if earlier, as permitted under Code Section 414(u). The Loan

Administrator shall provide the Participant a written explanation of the effect of his military service upon his

loan.

If any payment of principal and interest, or any portion thereof, remains unpaid for more than 90 days after

due, the loan shall be in default. For purposes of Code Section 72(p), the Participant shall then be treated as

having received a deemed distribution regardless of whether or not a distributable event has occurred.

Upon default, the Plan has the right to pursue any remedy available by law to satisfy the amount due, along

with accrued interest, including the right to enforce its claim against the security pledged and execute upon

the collateral as allowed by law. The entire principal balance whether or not otherwise then due, along with

accrued interest, shall become immediately due and payable without demand or notice, and subject to

collection or satisfaction by any lawful means, including specifically, but not limited to, the right to enforce the

claim against the security pledged and to execute upon the collateral as allowed by law.

Amend No. 3 Effective January 1, 2022 62 Plan ID No. 353913 ( 4-52712)

In the event of default, foreclosure on the note and attachment of security or use of amounts pledged to

satisfy the amount then due shall not occur until a distributable event occurs in accordance with the Plan,

and shall not occur to an extent greater than the amount then available upon any distributable event which

has occurred under the Plan.

All reasonable costs and expenses, including but not limited to attorney's fees, incurred by the Plan in

connection with any default or in any proceeding to enforce any provision of a promissory note or instrument

by which a promissory note for a Participant loan is secured, shall be assessed and collected from the

Account of the Participant as part of the loan balance.

If payroll deduction is being utilized, in the event that a Participant's available payroll deduction amounts in

any given month are insufficient to satisfy the total amount due, there will be an increase in the amount taken

subsequently, sufficient to make up the amount that is then due. If any amount remains past due more than

90 days, the entire principal amount, whether or not otherwise then due, along with interest then accrued,

shall become due and payable, as above.

If no distributable event has occurred under the Plan at the time that the Participant’s Vested Account would

otherwise be used under this provision to pay any amount due under the outstanding loan, this will not occur

until the time, or in excess of the extent to which, a distributable event occurs under the Plan. An

outstanding loan will become due and payable in full 60 days after a Participant has a Severance from

Employment and ceases to be a party-in-interest as defined in ERISA or after complete termination of the

Plan.

SECTION 5.07--DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS

ORDERS.

The Plan specifically permits distributions to an Alternate Payee under a qualified domestic relations order as

defined in Code Section 414(p), at any time, irrespective of whether the Participant has attained his earliest

retirement age, as defined in Code Section 414(p), under the Plan. A distribution to an Alternate Payee

before the Participant has attained his earliest retirement age is available only if the order specifies that

distribution shall be made prior to the earliest retirement age or allows the Alternate Payee to elect a

distribution prior to the earliest retirement age.

Nothing in this section shall permit a Participant to receive a distribution at a time otherwise not permitted

under the Plan nor shall it permit the Alternate Payee to receive a form of payment not permitted under the

Plan.

The benefit payable to an Alternate Payee shall be subject to the provisions of the SMALL AMOUNTS

SECTION of Article X if the value of the benefit does not exceed the amount stated in that section.

The Plan Administrator shall establish reasonable procedures to determine the qualified status of a domestic

relations order. Upon receiving a domestic relations order, the Plan Administrator shall promptly notify the

Participant and each Alternate Payee named in the order, in writing, of the receipt of the order and the Plan’s

procedures for determining the qualified status of the order. Within a reasonable period of time after

receiving the domestic relations order, the Plan Administrator shall determine the qualified status of the order

and shall notify the Participant and each Alternate Payee, in writing, of its determination. The Plan

Administrator shall provide notice under this paragraph by mailing to the individual’s address specified in the

domestic relations order, or in a manner consistent with Department of Labor regulations. The Plan

Administrator may treat as qualified any domestic relations order entered before January 1, 1985,

irrespective of whether it satisfies all the requirements described in Code Section 414(p).

Amend No. 3 Effective January 1, 2022 63 Plan ID No. 353913 ( 4-52712)

If any portion of the Participant’s Vested Account is payable during the period the Plan Administrator is

making its determination of the qualified status of the domestic relations order, a separate accounting shall

be made of the amount payable. If the Plan Administrator determines the order is a qualified domestic

relations order within 18 months of the date amounts are first payable following receipt of the order, the

payable amounts shall be distributed in accordance with the order. If the Plan Administrator does not make

its determination of the qualified status of the order within the 18-month determination period, the payable

amounts shall be distributed in the manner the Plan would distribute if the order did not exist and the order

shall apply prospectively if the Plan Administrator later determines the order is a qualified domestic relations

order.

The Plan shall make payments or distributions required under this section by separate benefit checks or

other separate distribution to the Alternate Payee(s).

Amend No. 3 Effective January 1, 2022 64 Plan ID No. 353913 ( 4-52712)

ARTICLE VI

DISTRIBUTION OF BENEFITS

SECTION 6.01--AUTOMATIC FORMS OF DISTRIBUTION.

Unless an optional form of benefit is selected pursuant to a qualified election within the election period (see

the ELECTION PROCEDURES SECTION of this article), the automatic form of benefit payable to or on

behalf of a Participant is determined as follows:

(a) Retirement Benefits. The automatic form of retirement benefit for a Participant who does not die

before his Annuity Starting Date shall be a single sum payment.

(b) Death Benefits. The automatic form of death benefit for a Participant who dies before his Annuity

Starting Date shall be a single sum payment to the Participant's Beneficiary.

SECTION 6.02--OPTIONAL FORMS OF DISTRIBUTION.

(a) Retirement Benefits. The optional forms of retirement benefit shall be the following:

• A single sum payment

• An in-kind distribution for the portion of a Participant's Account that is held in the Qualifying

Employer Securities Fund

Election of an optional form is subject to the qualified election provisions of the ELECTION

PROCEDURES SECTION of this article and the distribution requirements of Article VII.

(b) Death Benefits. The optional form of death benefit is a single sum payment.

Election of an optional form is subject to the qualified election provisions of the ELECTION

PROCEDURES SECTION of this article and the distribution requirements of Article VII.

SECTION 6.03--ELECTION PROCEDURES.

The Participant or Beneficiary shall make any election under this section in writing. The Plan Administrator

may require such individual to complete and sign any necessary documents as to the provisions to be made.

Any election permitted under (a) and (b) below shall be subject to the qualified election provisions of (c)

below.

(a) Retirement Benefits. A Participant may elect his Beneficiary and may elect to have retirement

benefits distributed under any of the optional forms of retirement benefit available in the OPTIONAL

FORMS OF DISTRIBUTION SECTION of this article.

(b) Death Benefits. A Participant may elect his Beneficiary and may elect to have death benefits

distributed under any of the optional forms of death benefit available in the OPTIONAL FORMS OF

DISTRIBUTION SECTION of this article.

If the Participant has not elected an optional form of distribution for the death benefit payable to his

Beneficiary, the Beneficiary may, for his own benefit, elect the form of distribution, in like manner as

a Participant.

Amend No. 3 Effective January 1, 2022 65 Plan ID No. 353913 ( 4-52712)

(c) Qualified Election. The Participant or Beneficiary may make an election at any time during the

election period. The Participant or Beneficiary may revoke the election made (or make a new

election) at any time and any number of times during the election period. An election is effective only

if it meets the consent requirements below.

(1) Election Period for Retirement Benefits. The Participant may make an election as to

retirement benefits at any time before the Annuity Starting Date.

(2) Election Period for Death Benefits. A Participant may make an election as to death benefits

at any time before he dies. The Beneficiary's election period begins on the date the

Participant dies and ends on the date benefits begin.

(3) Consent to Election. If the Participant’s Vested Account exceeds the amount stated in the

SMALL AMOUNTS SECTION of Article X, any benefit that is immediately distributable

requires the consent of the Participant.

The consent of the Participant to a benefit that is immediately distributable must not be made

before the date the Participant is provided with the notice of the ability to defer the

distribution. Such consent shall be in writing.

The consent shall not be made more than 180 days (90 days for Plan Years beginning

before January 1, 2007) before the Annuity Starting Date. The consent of the Participant

shall not be required to the extent that a distribution is required to satisfy Code Section

401(a)(9) or 415.

In addition, upon termination of this Plan, if the Plan does not offer an annuity option

(purchased from a commercial provider), and if the Employer (or any entity within the same

Controlled Group) does not maintain another defined contribution plan (other than an

employee stock ownership plan as defined in Code Section 4975(e)(7)), the Participant’s

Account balance will, without the Participant’s consent, be distributed to the Participant.

However, if any entity within the same Controlled Group maintains another defined

contribution plan (other than an employee stock ownership plan as defined in Code Section

4975(e)(7)) the Participant’s Account will be transferred, without the Participant’s consent, to

the other plan if the Participant does not consent to an immediate distribution.

A benefit is immediately distributable if any part of the benefit could be distributed to the

Participant before the Participant attains the older of Normal Retirement Age or age 62.

Spousal consent is needed to name a Beneficiary other than the Participant's spouse. If the

Participant names a Beneficiary other than his spouse, the spouse has the right to limit

consent only to a specific Beneficiary. The spouse can relinquish such right. Such consent

shall be in writing. The spouse's consent shall be witnessed by a plan representative or

notary public. The spouse's consent must acknowledge the effect of the election, including

that the spouse had the right to limit consent only to a specific Beneficiary and that the

relinquishment of such right was voluntary. Unless the consent of the spouse expressly

permits designations by the Participant without a requirement of further consent by the

spouse, the spouse's consent must be limited to the Beneficiary, class of Beneficiaries, or

contingent Beneficiary named in the election.

Spousal consent is not required, however, if the Participant establishes to the satisfaction of

the plan representative that the consent of the spouse cannot be obtained because there is

no spouse or the spouse cannot be located. A spouse's consent under this paragraph shall

not be valid with respect to any other spouse. A Participant may revoke a prior election

without the consent of the spouse. Any new election will require a new spousal consent,

unless the consent of the spouse expressly permits such election by the Participant without

further consent by the spouse. A spouse's consent may be revoked at any time within the

Participant's election period.

SECTION 6.04--NOTICE REQUIREMENTS.

Optional Forms of Retirement Benefit and Right to Defer. The Plan Administrator shall furnish to the

Participant a written explanation of the right of the Participant to defer distribution until such time it is no

longer immediately distributable. Such notice shall include a written explanation of the optional forms of

retirement benefit in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this article, including a

general description of the material features and, for Plan Years beginning after December 31, 2006, a

description of the consequences of not deferring the distribution.

The Plan Administrator shall furnish the written explanation by a method reasonably calculated to reach the

attention of the Participant no less than 30 days, and no more than 180 days (90 days for Plan Years

beginning before January 1, 2007), before the Annuity Starting Date.

However, distribution may begin less than 30 days after the notice described in this subparagraph is given,

provided the Plan Administrator 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 if

applicable, a particular distribution option), and the Participant, after receiving the notice, affirmatively elects

a distribution.

Amend No. 3 Effective January 1, 2022 67 Plan ID No. 353913 ( 4-52712)

ARTICLE VII

REQUIRED MINIMUM DISTRIBUTIONS

SECTION 7.01--APPLICATION.

The optional forms of distribution are only those provided in Article VI. An optional form of distribution shall

not be permitted unless it meets the requirements of this article. The timing of any distribution must meet the

requirements of this article.

Notwithstanding the provisions of this article, a Participant or Beneficiary who would have been required to

receive required minimum distributions (described in the REQUIRED MINIMUM DISTRIBUTIONS SECTION

of this article) for 2009 but for the enactment of Code Section 401(a)(9)(H), and who would have satisfied

that requirement by receiving distributions that are (i) equal to the 2009 required minimum distributions or (ii)

one or more payments in a series of substantially equal distributions (that include the 2009 required

minimum distributions) made at least annually and expected to last for the life (or life expectancy) of the

Participant, the joint lives (or joint life expectancy) of the Participant and the Participant’s Designated

Beneficiary, or for a period of at least 10 years, will not receive those required minimum distributions for 2009

unless the Participant or Beneficiary chooses to receive such distributions. Solely for purposes of applying

the provisions of the DIRECT ROLLOVERS SECTION of Article X, required minimum distributions made for

2009 will be treated as Eligible Rollover Distributions.

SECTION 7.02--DEFINITIONS.

For purposes of this article, the following terms are defined:

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 that 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 (b)(2) of the REQUIRED MINIMUM DISTRIBUTIONS

SECTION of this article. 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.

5-percent Owner means a Participant who is treated as a 5-percent Owner for purposes of this article. A

Participant is treated as a 5-percent Owner for purposes of this article if such Participant is a 5-percent

owner as defined in Code Section 416 at any time during the Plan Year ending with or within the calendar

year in which such owner attains age 70 1/2.

Once distributions have begun to a 5-percent Owner under this article, they must continue to be distributed,

even if the Participant ceases to be a 5-percent Owner in a subsequent year.

Life Expectancy means life expectancy as computed by use of the Single Life Table in Q&A-1 in section

1.401(a)(9)-9 of the regulations.

Participant's 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 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.

Required Beginning Date means, for a Participant who is a 5-percent Owner, April 1 of the calendar year following the calendar year in which he attains age 70 1/2.

Required Beginning Date means, for any Participant who is not a 5-percent Owner, April 1 of the calendar

year following the later of the calendar year in which he attains age 70 1/2 or the calendar year in which he

retires.

If the Plan previously provided for a Required Beginning Date based on age 70 1/2 for all Participants, the

preretirement age 70 1/2 distribution option is only eliminated with respect to Participants who reach age 70

1/2 in or after a calendar year that begins after the later of December 31, 1998, or the adoption date of the

amendment which eliminated such option. The preretirement age 70 1/2 distribution option is an optional

form of benefit under which benefits payable in a particular distribution form (including any modifications that

may be elected after benefits begin) begin at a time during the period that begins on or after January 1 of the

calendar year in which the Participant attains age 70 1/2 and ends April 1 of the immediately following

calendar year.

If the Plan previously provided for a Required Beginning Date based on age 70 1/2 for all Participants, the

options available for Participants who are not 5-percent Owners and attained age 70 1/2 in calendar years

before the calendar year that begins after the later of December 31, 1998, or the adoption date of the

amendment which eliminated the preretirement age 70 1/2 distribution option shall be the following. Any

such Participant attaining age 70 1/2 in years after 1995 may elect by April 1 of the calendar year following

the calendar year in which he attained age 70 1/2 (or by December 31, 1997, in the case of a Participant

attaining age 70 1/2 in 1996) to defer distributions until April 1 of the calendar year following the calendar

year in which he retires. If no such election is made, the Participant shall begin receiving distributions by

April 1 of the calendar year following the year in which he attained age 70 1/2 (or by December 31, 1997, in

the case of a Participant attaining age 70 1/2 in 1996). Any such Participant attaining age 70 1/2 in years

prior to 1997 may elect to stop distributions that are not purchased annuities and recommence by April 1 of

the calendar year following the calendar year in which he retires. There shall be a new Annuity Starting Date

upon recommencement.

SECTION 7.03--REQUIRED MINIMUM DISTRIBUTIONS.

(a) General Rules.

(1) The requirements of this article shall apply to any distribution of a Participant’s interest and

will take precedence over any inconsistent provisions of this Plan. Unless otherwise

specified, the provisions of this article apply to calendar years beginning after December 31,

2002.

(2) All distributions required under this article shall be determined and made in accordance with

the regulations under Code Section 401(a)(9), including the incidental death benefit

requirement in Code Section 401(a)(9)(G), and the regulations thereunder.

(b) Time and Manner of Distribution.

(1) Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be

distributed, to the Participant no later than the Participant’s Required Beginning Date.

(2) 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

70 1/2, if later, except to the extent that an election is made to receive distributions

in accordance with the 5-year rule under (e) below. Under the 5-year rule, the

Participant’s entire interest will be distributed to the Designated Beneficiary by

December 31 of the calendar year containing the fifth anniversary of the

Participant’s death.

(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, except to the extent that an election is made to receive distributions in

accordance with the 5-year rule under (e) below. Under the 5-year rule, the

Participant’s entire interest will be distributed to the Designated Beneficiary by

December 31 of the calendar year containing the fifth anniversary of the

Participant’s death.

(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 are required to begin, this (b)(2), other than (b)(2)(i), will apply as if

the surviving spouse were the Participant.

For purposes of this (b)(2) and (d) below, unless (b)(2)(iv) above applies, distributions are

considered to begin on the Participant’s Required Beginning Date. If (b)(2)(iv) above

applies, distributions are considered to begin on the date distributions are required to begin

to the surviving spouse under (b)(2)(i) above. 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 (b)(2)(i) above), the date

distributions are considered to begin is the date distributions actually commence.

(3) 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 (c) and (d) below. 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 regulations thereunder.

(c) Required Minimum Distributions During Participant's Lifetime.

Amend No. 3 Effective January 1, 2022 70 Plan ID No. 353913 ( 4-52712)

(1) Amount of Required Minimum Distribution For Each Distribution Calendar Year. 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 Q&A-2 in section

1.401(a)(9)-9 of the regulations, 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 Q&A-3 in

section 1.401(a)(9)-9 of the regulations, using the Participant’s and spouse’s

attained ages as of the Participant’s and spouse’s birthdays in the Distribution

Calendar Year.

(2) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death.

Required minimum distributions will be determined under this (c) beginning with the first

Distribution Calendar Year and continuing up to, and including, the Distribution Calendar

Year that includes the Participant’s date of death.

(d) Required Minimum Distributions After Participant's Death.

(1) Death On or After Date Distributions Begin.

(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.

Amend No. 3 Effective January 1, 2022 71 Plan ID No. 353913 ( 4-52712)

(ii) No Designated Beneficiary. If the Participant dies on or after the date distributions

begin and there is no Designated Beneficiary as of September 30 of the year after

the year of the Participant’s death, 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 Participant’s

remaining Life Expectancy calculated using the age of the Participant in the year of

death, reduced by one for each subsequent year.

(2) 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 (d)(1) above, except to the extent that an

election is made to receive distributions in accordance with the 5-year rule under (e)

below. Under the 5-year rule, the Participant’s entire interest will be distributed to

the Designated Beneficiary by December 31 of the calendar year containing the fifth

anniversary of the Participant’s death.

(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

(b)(2)(i) above, this (d)(2) will apply as if the surviving spouse were the Participant.

(e) Election of 5-year Rule. Participants or Beneficiaries may elect on an individual basis whether the 5-

year rule in (b)(2) and (d)(2) above applies to distributions after the death of a Participant who has a

Designated Beneficiary. The election must be made no later than the earlier of September 30 of the

calendar year in which the distribution would be required to begin under (b)(2) above if no such

election is made, or by September 30 of the calendar year which contains the fifth anniversary of the

Participant’s (or, if applicable, surviving spouse’s) death.

SECTION 7.04--TEFRA SECTION 242(b)(2) ELECTIONS.

(a) Notwithstanding the other requirements of this article, distribution on behalf of any Participant,

including a 5-percent Owner, who has made a designation under section 242(b)(2) of the Tax Equity

and Fiscal Responsibility Act (a section 242(b)(2) election) may be made in accordance with all of

the following requirements (regardless of when such distribution commences):

(1) The distribution by the Plan is one that would not have disqualified such Plan under Code

Section 401(a)(9) as in effect prior to amendment by the Deficit Reduction Act of 1984.

Amend No. 3 Effective January 1, 2022 72 Plan ID No. 353913 ( 4-52712

(2) The distribution is in accordance with a method of distribution designated by the Participant

whose interest in the Plan is being distributed or, if the Participant is deceased, by a

Beneficiary of such Participant.

(3) Such designation was in writing, was signed by the Participant or the Beneficiary, and was

made before January 1, 1984.

(4) The Participant had accrued a benefit under the Plan as of December 31, 1983.

(5) The method of distribution designated by the Participant or the Beneficiary specifies the time

at which distribution will commence, the period over which distributions will be made, and in

the case of any distribution upon the Participant’s death, the Beneficiaries of the Participant

listed in order of priority.

(b) A distribution upon death will not be covered by this transitional rule unless the information in the

designation contains the required information described above with respect to the distributions to be

made upon the death of the Participant.

(c) For any distribution which commences before January 1, 1984, but continues after December 31,

1983, the Participant, or the Beneficiary, to whom such distribution is being made, will be presumed

to have designated the method of distribution under which the distribution is being made if the

method of distribution was specified in writing and the distribution satisfies the requirements in (a)(1)

and (5) above.

(d) If a designation is revoked, any subsequent distribution must satisfy the requirements of Code

Section 401(a)(9) and the regulations thereunder. If a designation is revoked subsequent to the date

distributions are required to begin, the Plan must distribute by the end of the calendar year following

the calendar year in which the revocation occurs the total amount not yet distributed which would

have been required to have been distributed to satisfy Code Section 401(a)(9) and the regulations

thereunder, but for the section 242(b)(2) election. For calendar years beginning after December 31,

1988, such distributions must meet the minimum distribution incidental benefit requirements. Any

changes in the designation will be considered to be a revocation of the designation. However, the

mere substitution or addition of another Beneficiary (one not named in the designation) under the

designation will not be considered to be a revocation of the designation, so long as such substitution

or addition does not alter the period over which distributions are to be made under the designation,

directly or indirectly (for example, by altering the relevant measuring life).

(e) In the case in which an amount is transferred or rolled over from one plan to another plan, the rules

in Q&A-14 and Q&A-15 in section 1.401(a)(9)-8 of the regulations shall apply.

Amend No. 3 Effective January 1, 2022 73 Plan ID No. 353913 ( 4-52712)

ARTICLE VIII

TERMINATION OF THE PLAN

The Employer expects to continue the Plan indefinitely but reserves the right to terminate the Plan in whole

or in part at any time upon giving written notice to all parties concerned.

The Account of each Participant shall be 100% vested and nonforfeitable as of the effective date of the

complete termination of the Plan. The Account of each Participant shall also be 100% vested and

nonforfeitable upon complete discontinuance of Contributions as of the effective date of the amendment to

cease Contributions or the date determined by the Internal Revenue Service. Further, the Account of each

Participant who is included in the group of Participants deemed to be affected by a partial termination of the

Plan (as determined by the Plan Administrator or a governmental entity authorized to make such

determination) shall be 100% vested and nonforfeitable as of the effective date of such event. The

Participant’s Vested Account shall continue to participate in the earnings credited, expenses charged, and

any appreciation or depreciation of the Investment Fund until his Vested Account is distributed.

A Participant’s Vested Account that does not result from Elective Deferral Contributions, Qualified

Nonelective Contributions, Qualified Matching Contributions, QACA Matching Contributions, and QACA

Nonelective Contributions may be distributed to the Participant after the effective date of the complete

termination of the Plan. A Participant’s Vested Account resulting from such Contributions may be distributed

upon complete termination of the Plan, but only if neither the Employer nor any Controlled Group member

maintain another defined contribution plan (other than an employee stock ownership plan as defined in Code

Section 4975(e)(7) or 409(a), a simplified employee pension plan 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)) at any time during the period

beginning on the date of complete termination of the Plan and ending 12 months after all assets have been

distributed from the Plan. Such distribution is made in a lump sum. A distribution under this article shall be a

retirement benefit and shall be distributed to the Participant according to the provisions of Article VI.

The Participant’s entire Vested Account shall be paid in a single sum to the Participant as of the effective

date of complete termination of the Plan if (i) the requirements for distribution of Elective Deferral

Contributions in the above paragraph are met and (ii) consent of the Participant is not required in the

ELECTION PROCEDURES SECTION of Article VI to distribute a benefit that is immediately distributable.

This is a small amounts payment. The small amounts payment is in full settlement of all benefits otherwise

payable.

Upon complete termination of the Plan, no more Employees shall become Participants and no more

Contributions shall be made.

The assets of this Plan shall not be paid to the Employer at any time, except that, after the satisfaction of all

liabilities under the Plan, any assets remaining may be paid to the Employer. The payment may not be

made if it would contravene any provision of law.

Amend No. 3 Effective January 1, 2022 74 Plan ID No. 353913 ( 4-52712)

ARTICLE IX

ADMINISTRATION OF THE PLAN

SECTION 9.01--ADMINISTRATION.

Subject to the provisions of this article, the Plan Administrator has complete control of the administration of

the Plan. The Plan Administrator has all the powers necessary for it to properly carry out its administrative

duties. Not in limitation, but in amplification of the foregoing, the Plan Administrator has complete discretion

to construe or interpret the provisions of the Plan, including ambiguous provisions, if any, and to determine

all questions that may arise under the Plan, including all questions relating to the eligibility of Employees to

participate in the Plan and the amount of benefit to which any Participant or Beneficiary may become

entitled. The Plan Administrator's decisions upon all matters within the scope of its authority shall be final.

Without limiting the foregoing, the Plan Administrator shall be the Named Fiduciary for Contributions, unless

the Plan Administrator delegates to a retirement committee, pursuant to the DELEGATION OF AUTHORITY

SECTION of this article, the duties and responsibilities of the Named Fiduciary for Contributions. The

Named Fiduciary for Contributions shall have sole and exclusive responsibility for (i) collecting all

Contributions, including the determination of the amount of Contributions required to be made under the

Plan, (ii) monitoring and ensuring that Contributions are timely made to the Plan, and (iii) enforcing the Plan’s

legal claims for Contributions, including for trusteed plans, responsibility for directing the Trustee with respect

to the Plan’s legal claims for delinquent Contributions.

Unless otherwise set out in the Plan or Annuity Contract, the Plan Administrator may delegate recordkeeping

and other duties that are necessary to assist it with the administration of the Plan to any person or firm which

agrees to accept such duties. The Plan Administrator shall be entitled to rely upon all tables, valuations,

certificates and reports furnished by the consultant or actuary appointed by the Plan Administrator and upon

all opinions given by any counsel selected or approved by the Plan Administrator.

The Plan Administrator shall receive all claims for benefits by Participants, former Participants, and

Beneficiaries. The Plan Administrator shall determine all facts necessary to establish the right of any

Claimant to benefits and the amount of those benefits under the provisions of the Plan. The Plan

Administrator may establish rules and procedures to be followed by Claimants in filing claims for benefits, in

furnishing and verifying proofs necessary to determine age, and in any other matters required to administer

the Plan.

SECTION 9.02--EXPENSES.

Expenses of the Plan, to the extent that the Employer does not pay such expenses, may be paid out of the

assets of the Plan provided that such payment is consistent with ERISA. Expenses of the Plan will be paid in

accordance with the most recent service and expense agreement or such other documents duly entered into

by or with regard to the Plan that govern such matters. Such expenses include, but are not limited to,

expenses for bonding required by ERISA; expenses for recordkeeping and other administrative services;

fees and expenses of the Annuity Contract or Trustee; expenses for investment education service; and direct

costs that the Employer incurs with respect to the Plan. Expenses that relate solely to a specific Participant

or Alternate Payee may be assessed against such Participant or Alternate Payee as provided in the service

and expense agreement or such other documents duly entered into by or with regard to the Plan that govern

such matters.

Amend No. 3 Effective January 1, 2022 75 Plan ID No. 353913 ( 4-52712)

SECTION 9.03--RECORDS.

All acts and determinations of the Plan Administrator shall be duly recorded. All these records, together with

other documents necessary for the administration of the Plan, shall be preserved in the Plan Administrator's

custody.

Writing (handwriting, typing, printing), photostating, photographing, microfilming, magnetic impulse,

mechanical or electrical recording, or other forms of data compilation shall be acceptable means of keeping

records.

SECTION 9.04--INFORMATION AVAILABLE.

Any Participant in the Plan or any Beneficiary may examine copies of the summary plan description, latest

annual report, any bargaining agreement, this Plan, the Annuity Contract, or any other instrument under

which the Plan was established or is operated. The Plan Administrator shall maintain all of the items listed in

this section in its office, or in such other place or places as it may designate in order to comply with

governmental regulations. These items may be examined during reasonable business hours. Upon the

written request of a Participant or Beneficiary receiving benefits under the Plan, the Plan Administrator shall

furnish him with a copy of any of these items. The Plan Administrator may make a reasonable charge to the

requesting person for the copy.

SECTION 9.05--CLAIM PROCEDURES.

A Claimant must submit any necessary forms and needed information when making a claim for benefits

under the Plan.

If a claim for benefits under the Plan is wholly or partially denied, the Plan Administrator shall provide

adequate written notice to the Claimant whose claim for benefits under the Plan has been denied. The

notice must be furnished within 90 days of the date that the claim is received by the Plan without regard to

whether all of the information necessary to make a benefit determination is received. The Claimant shall be

notified in writing within this initial 90-day period if special circumstances require an extension of the time

needed to process the claim. The notice shall indicate the special circumstances requiring an extension of

time and the date by which the Plan Administrator's decision is expected to be rendered. In no event shall

such extension exceed a period of 90 days from the end of the initial 90-day period.

The Plan Administrator's notice to the Claimant shall: (i) specify the reason or reasons for the denial; (ii)

reference the specific Plan provisions on which the denial is based; (iii) describe any additional material and

information needed for the Claimant to perfect his claim for benefits; (iv) explain why the material and

information is needed; and (v) inform the Claimant of the Plan’s appeal procedures and the time limits

applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under

ERISA Section 502(a) following an adverse benefit determination on appeal.

Any appeal made by a Claimant must be made in writing to the Plan Administrator within 60 days after

receipt of the Plan Administrator’s notice of denial of benefits. If the Claimant appeals to the Plan

Administrator, the Claimant may submit written comments, documents, records, and other information

relating to the claim for benefits. The Claimant shall be provided, upon request and free of charge,

reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s

claim for benefits. The Plan Administrator shall review the claim taking into account all comments,

documents, records, and other information submitted by the Claimant relating to the claim, without regard to

whether such information was submitted or considered in the initial benefit determination.

Amend No. 3 Effective January 1, 2022 76 Plan ID No. 353913 ( 4-52712)

The Plan Administrator shall provide adequate written notice to the Claimant of the Plan’s benefit

determination on review. The notice must be furnished within 60 days of the date that the request for review

is received by the Plan without regard to whether all of the information necessary to make a benefit

determination on review is received. The Claimant shall be notified in writing within this initial 60-day period

if special circumstances require an extension of the time needed to process the claim. The notice shall

indicate the special circumstances requiring an extension of time and the date by which the Plan

Administrator expects to render the determination on review. In no event shall such extension exceed a

period of 60 days from the end of the initial 60-day period.

In the event the benefit determination is being made by a committee or board of trustees that hold regularly

scheduled meetings at least quarterly, the above paragraph shall not apply. The benefit determination must

be made by the date of the meeting of the committee or board that immediately follows the Plan’s receipt of a

request for review, unless the request for review is filed within 30 days preceding the date of such meeting.

In such case, the benefit determination must be made by the date of the second meeting following the Plan’s

receipt of the request for review. The date of the receipt of the request for review shall be determined

without regard to whether all of the information necessary to make a benefit determination on review is

received. The Claimant shall be notified in writing within this initial period if special circumstances require an

extension of the time needed to process the claim. The notice shall indicate the special circumstances

requiring an extension of time and the date by which the committee or board expects to render the

determination on review. In no event shall such benefit determination be made later than the third meeting of

the committee or board following the Plan’s receipt of the request for review. The Plan Administrator shall

provide adequate written notice to the Claimant of the Plan’s benefit determination on review as soon as

possible, but not later than five days after the benefit determination is made.

If the claim for benefits is wholly or partially denied on review, the Plan Administrator’s notice to the Claimant

shall: (i) specify the reason or reasons for the denial; (ii) reference the specific Plan provisions on which the

denial is based; (iii) include a statement that the Claimant is entitled to receive, upon request and free of

charge, reasonable access to, and copies of, all documents, records, and other information relevant to the

Claimant’s claim for benefits; and (iv) include a statement of the Claimant’s right to bring a civil action under

ERISA Section 502(a). Any civil action under (iv) must be filed no later than one year after the date on the

Plan Administrator’s notice.

A Claimant may authorize a representative to act on the Claimant’s behalf with respect to a benefit claim or

appeal of an adverse benefit determination. Such authorization shall be made by completion of a form

furnished for that purpose. In the absence of any contrary direction from the Claimant, all information and

notifications to which the Claimant is entitled shall be directed to the authorized representative.

The Plan Administrator shall perform periodic examinations, reviews, or audits of benefit claims to determine

whether claims determinations are made in accordance with the governing Plan documents and, where

appropriate, Plan provisions have been consistently applied with respect to similarly situated Claimants.

SECTION 9.06--DELEGATION OF AUTHORITY.

All or any part of the administrative duties and responsibilities under this article may be delegated by the

Plan Administrator to a retirement committee. The duties and responsibilities of the retirement committee

shall be set out in a separate written agreement.

SECTION 9.07--EXERCISE OF DISCRETIONARY AUTHORITY.

The Employer, Plan Administrator, and any other person or entity who has authority with respect to the

management, administration, or investment of the Plan may exercise that authority in its/his full discretion,

subject only to the duties imposed under ERISA. This discretionary authority includes, but is not limited to,

the authority to make any and all factual determinations and interpret all terms and provisions of the Plan

documents relevant to the issue under consideration. The exercise of authority will be binding upon all

persons.

SECTION 9.08--TRANSACTION PROCESSING.

Transactions (including, but not limited to, investment directions, trades, loans, and distributions) shall be

processed as soon as administratively practicable after proper directions are received from the Participant or

other parties. No guarantee is made by the Plan, Plan Administrator, Insurer, Employer, or Trustee that such

transactions will be processed on a daily or other basis, and no guarantee is made in any respect regarding

the processing time of such transactions. Notwithstanding any other provision of the Plan, the Employer, the

Plan Administrator, or the Trustee reserves the right to not value an investment option on any given

Valuation Date for any reason deemed appropriate by the Employer, the Plan Administrator, or the Trustee,

except that such investment option shall be valued as of the last day of the Plan Year as stated in the

definition of Valuation Date in Article I.

Administrative practicality will be determined by legitimate business factors (including, but not limited to,

failure of systems or computer programs, failure of the means of the transmission of data, force majeure, the

failure of a service provider to timely receive values or prices, and correction for errors or omissions or the

errors or omissions of any service provider) and in no event will be deemed to be less than 14 days. The

processing date of a transaction shall be binding for all purposes of the Plan and considered the applicable

Valuation Date for any transaction.

Amend No. 3 Effective January 1, 2022 78 Plan ID No. 353913 ( 4-52712)

ARTICLE X

GENERAL PROVISIONS

SECTION 10.01--AMENDMENTS.

(a) Amendment by the Employer. The Employer may amend this Plan at any time, including any

remedial retroactive changes (within the time specified by Internal Revenue Service regulations), to

comply with any law or regulation issued by any governmental agency to which the Plan is subject.

An amendment may not allow reversion or diversion of Plan assets to the Employer at any time,

except as may be required to comply with any law or regulation issued by any governmental agency

to which the Plan is subject.

The Employer may amend the Plan by adding sample or model Plan amendments published by the

Internal Revenue Service that provide that their adoption will not cause the Plan to be treated as

individually designed. The Employer may amend the Plan in order to correct failures under the

Internal Revenue Service correction programs or to correct a coverage or nondiscrimination failure,

as permitted under applicable Treasury regulations. An amendment to this Plan will be forwarded to

Principal Life Insurance Company, the volume submitter practitioner.

The Employer may attach an addendum which lists the Code Section 411(d)(6) protected benefits

that must be preserved due to a restatement or amendment of the Plan. Such a list would not be

considered an amendment to the Plan and will not cause the Plan to be treated as individually

designed.

The Employer may make minor modifications to the Plan as permitted under sections 14 and 15 of

Revenue Procedure 2011-49.

If the Employer amends the Plan for any reason other than those set out above, the Plan shall no

longer participate in this volume submitter plan and shall be considered an individually designed

plan. The Employer reserves the right to continue its retirement program under a document

separate and distinct from this Plan. In such event, all rights and obligations of the Employer, or of

any Participant or Beneficiary under this document, shall cease. Assets held in support of this Plan

will be transferred to the designated funding medium under the new or restated plan and, if

applicable, trust agreement, in the manner permitted under, and subject to the provisions of, the

Annuity Contract.

An amendment may not eliminate or reduce a section 411(d)(6) protected benefit, as defined in

Q&A-1 in section 1.411(d)-4 of the regulations, that has already accrued, except as provided in

section 1.411(d)-3 or 1.411(d)-4 of the regulations. This is generally the case even if such

elimination or reduction is contingent upon the Employee’s consent and includes an amendment that

otherwise places greater restrictions or conditions on a Participant’s right to Code Section 411(d)(6)

protected benefits, even if the amendment merely adds a restriction or condition that is permitted

under the vesting rules in Code Section 411(a)(3) through (11). However, the Plan may be

amended to eliminate or reduce section 411(d)(6) protected benefits with respect to benefits not yet

accrued as of the later of the amendment’s adoption date or effective date without violating Code

Section 411(d)(6). For purposes of this paragraph, an amendment that has the effect of decreasing

a Participant’s Account balance, with respect to benefits attributable to service before the

amendment, shall be treated as reducing an accrued benefit.

Amend No. 3 Effective January 1, 2022 79 Plan ID No. 353913 ( 4-52712)

No amendment to the Plan shall be effective to eliminate or restrict an optional form of benefit. The

preceding sentence shall not apply to a Plan amendment that eliminates or restricts the ability of a

Participant to receive payment of his Account balance under a particular optional form of benefit if

the amendment provides a single sum distribution form that is otherwise identical to the optional form

of benefit being eliminated or restricted. For this purpose, a single sum distribution form is otherwise

identical only if the single sum distribution form is identical in all respects to the eliminated or

restricted optional form of benefit (or would be identical except that it provides greater rights to the

Participant) except with respect to the timing of payments after commencement.

If, as a result of an amendment, an Employer Contribution is removed that is not 100% immediately

vested when made, the applicable vesting schedule in effect as of the last day such Contributions

were permitted shall remain in effect with respect to that part of the Participant’s Account resulting

from such Contributions. The Participant shall not become immediately 100% vested in such

Contributions as a result of the elimination of such Contribution except as otherwise specifically

provided in the Plan.

An amendment shall not decrease a Participant's vested interest in the Plan. If an amendment to the

Plan changes the computation of the percentage used to determine that portion of a Participant's

Account attributable to Employer Contributions which is nonforfeitable (whether directly or indirectly),

in the case of an Employee who is a Participant as of the later of the date such amendment or

change is adopted or the date it becomes effective, the nonforfeitable percentage (determined as of

such date) of such Employee’s right to his Account attributable to Employer Contributions shall not

be less than the percentage computed under the Plan without regard to such amendment or change.

Furthermore, each Participant or former Participant

(1) who has completed at least three Years of Service on the date the election period described

below ends (five Years of Service if the Participant does not have at least one Hour of

Service in a Plan Year beginning after December 31, 1988) and

(2) whose nonforfeitable percentage will be determined on any date after the date of the change

may elect, during the election period, to have the nonforfeitable percentage of his Account resulting

from Employer Contributions determined without regard to the amendment. This election may not be

revoked. If after the Plan is changed, the Participant’s nonforfeitable percentage will at all times be

as great as it would have been if the change had not been made, no election needs to be provided.

The election period shall begin no later than the date the Plan amendment is adopted and end no

earlier than the 60th day after the latest of the date the amendment is adopted or becomes effective,

or the date the Participant is issued written notice of the amendment by the Employer or the Plan

Administrator.

For an amendment adopted after August 9, 2006, with respect to a Participant’s Account attributable

to Employer Contributions accrued as of the later of the adoption or effective date of the amendment

and earnings, the vested percentage of each Participant will be the greater of the vested percentage

under the old vesting schedule or the vested percentage under the new vesting schedule.

(b) Amendment by the Volume Submitter Practitioner.

The Employer delegates the authority to amend this Plan to Principal Life Insurance Company as the

volume submitter practitioner. The Employer hereby consents to any such amendment. However,

no such amendment shall increase the duties of the Named Fiduciary without his consent. Such an

amendment shall not deprive any Participant or Beneficiary of any accrued benefit except to the

extent necessary to comply with any law or regulation issued by any governmental agency to which

this Plan is subject. Such an amendment shall not provide that the Plan Fund be used for any

purpose other than the exclusive benefit of Participants or their Beneficiaries or that such Plan Fund

ever revert to or be used by the Employer.

However, for purposes of reliance on an advisory or determination letter, Principal Life Insurance

Company as the volume submitter practitioner will no longer have the authority to amend the Plan on

behalf of the Employer as of the date (i) the Employer amends the Plan to incorporate a type of plan

described in section 16.03 of Revenue Procedure 2011-49 that is not permitted under the VS

program, or (ii) the Internal Revenue Service notifies the Employer, in accordance with section 24.03

of Revenue Procedure 2011-49, that the Plan is an individually designed plan due to the nature and

extent of employer amendments to the Plan.

Any amendment to this Plan by Principal Life Insurance Company, as the volume submitter

practitioner, shall be deemed to be an amendment to this Plan by the Employer. The effective date

of any amendment shall be specified in the written instrument of amendment.

SECTION 10.02--DIRECT ROLLOVERS.

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 Plan

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.

In the event of a Mandatory Distribution of an Eligible Rollover Distribution greater than $1,000 in accordance

with the SMALL AMOUNTS SECTION of this article (or which is a small amounts payment under Article VIII

at complete termination of the Plan), if the Participant does not elect 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, the Plan Administrator will pay the distribution in a Direct Rollover to an individual retirement plan

designated by the Plan Administrator. For purposes of determining whether a Mandatory Distribution is

greater than $1,000, a Designated Roth Account and all other accounts under the Plan shall be treated as

accounts held under two separate plans and shall not be combined.

In the event of any other Eligible Rollover Distribution to a Distributee in accordance with the SMALL

AMOUNTS SECTION of this article (or which is a small amounts payment under Article VIII at complete

termination of the Plan), if the Distributee does not elect to have such distribution paid directly to an Eligible

Retirement Plan specified by the Distributee in a Direct Rollover or to receive the distribution directly, the

Plan Administrator will pay the distribution to the Distributee.

SECTION 10.03--MERGERS AND DIRECT TRANSFERS.

The Plan may not be merged or consolidated with, nor have its assets or liabilities transferred to, any other

retirement plan, unless each Participant in this Plan would (if that plan then terminated) receive a benefit

immediately after the merger, consolidation, or transfer that is equal to or greater than the benefit the

Participant would have been entitled to receive immediately before the merger, consolidation, or transfer (if

this Plan had then terminated). The Employer may enter into merger agreements or direct transfer of assets

agreements with the employers under other retirement plans which are qualifiable under Code Section

401(a), including an elective transfer, and may accept the direct transfer of plan assets, or may transfer plan

assets, as a party to any such agreement. The Employer shall not consent to, or be a party to a merger,

consolidation, or transfer of assets with a defined benefit plan if such action would result in a defined benefit

feature being maintained under this Plan. The Employer will not transfer any amounts attributable to elective

deferral contributions, qualified matching contributions, qualified nonelective contributions, and contributions

used to satisfy Code Section 401(k)(13) safe harbors unless the transferee plan provides that the limitations

of section 1.401(k)-1(d) of the regulations shall apply to such amounts (including post-transfer earnings

thereon), unless the amounts could have been distributed at the time of the transfer (other than for hardships

as described in the WITHDRAWAL BENEFITS SECTION of Article V or deemed severance from

employment as described in the VESTED BENEFITS SECTION of Article V), and the transfer is an elective

transfer described in Q&A-3(b)(1) in section 1.411(d)-4 of the regulations.

Notwithstanding any provision of the Plan to the contrary, to the extent any optional form of benefit under the

Plan permits a distribution prior to the Employee’s retirement, death, disability, or Severance from

Employment, and prior to plan termination, the optional form of benefit is not available with respect to

benefits attributable to assets (including the post-transfer earnings thereon) and liabilities that are

transferred, within the meaning of Code Section 414(l), to this Plan from a money purchase pension plan

qualified under Code Section 401(a) (other than any portion of those assets and liabilities attributable to

voluntary employee contributions). The limitations of section 1.401(k)-1(d) of the regulations applicable to

elective deferral contributions, qualified matching contributions, qualified nonelective contributions, and

contributions used to satisfy Code Section 401(k)(13) safe harbors shall continue to apply to any amounts

attributable to such contributions (including post-transfer earnings thereon) transferred to this Plan, unless

the amounts could have been distributed at the time of the transfer (other than for hardships as described in

the WITHDRAWAL BENEFITS SECTION of Article V or deemed severance from employment as described

in the VESTED BENEFITS SECTION of Article V), and the transfer is an elective transfer described in Q&A-

3(b)(1) in section 1.411(d)-4 of the regulations.

The Plan may accept a direct transfer of plan assets on behalf of an Eligible Employee. If the Eligible

Employee is not an Active Participant when the transfer is made, the Eligible Employee shall be deemed to

be an Active Participant only for the purpose of investment and distribution of the transferred assets.

Employer Contributions shall not be made for or allocated to the Eligible Employee, until the time he meets

all of the requirements to become an Active Participant.

The Plan shall hold, administer, and distribute the transferred assets as a part of the Plan. The Plan shall

maintain a separate account for the benefit of the Employee on whose behalf the Plan accepted the transfer

in order to reflect the value of the transferred assets.

A Participant’s section 411(d)(6) protected benefits, as defined in Q&A-1 in section 1.411(d)-4 of the

regulations, may not be eliminated by reason of transfer or any transaction amending or having the effect of

amending a plan or plans to transfer benefits except as provided below.

A Participant’s section 411(d)(6) protected benefits may be eliminated or reduced upon transfer between

qualified defined contribution plans if the conditions in Q&A-3(b)(1) in section 1.411(d)-4 of the regulations

are met. The transfer must meet all of the other applicable qualification requirements.

A Participant’s section 411(d)(6) protected benefits may be eliminated or reduced if a transfer is an elective

transfer of certain distributable benefits between qualified plans (both defined benefit and defined

contribution) and the conditions in Q&A-3(c)(1) in section 1.411(d)-4 of the regulations are met. The rules

applicable to distributions under the plan would apply to the transfer, but the transfer would not be treated as

a distribution for purposes of the minimum distribution requirements of Code Section 401(a)(9). If the

Participant is eligible to receive an immediate distribution of his entire Vested Account in a single sum

distribution that would consist entirely of an eligible rollover distribution under Code Section 401(a)(31), such

transfer will be accomplished as a direct rollover under Code Section 401(a)(31).

SECTION 10.04--PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

The obligations of an Insurer shall be governed solely by the provisions of the Annuity Contract. The Insurer

shall not be required to perform any act not provided in or contrary to the provisions of the Annuity Contract.

Each Annuity Contract when purchased shall comply with the Plan. See the CONSTRUCTION SECTION of

this article.

Any issuer or distributor of investment contracts or securities is governed solely by the terms of its policies,

written investment contract, prospectuses, security instruments, and any other written agreements entered

into with the Trustee with regard to such investment contracts or securities.

Such Insurer, issuer or distributor is not a party to the Plan, nor bound in any way by the Plan provisions.

Such parties shall not be required to look to the terms of this Plan, nor to determine whether the Employer,

the Plan Administrator, the Trustee, or the Named Fiduciary have the authority to act in any particular

manner or to make any contract or agreement.

Until notice of any amendment or termination of this Plan or a change in Trustee has been received by the

Insurer at its home office or an issuer or distributor at their principal address, they are and shall be fully

protected in assuming that the Plan has not been amended or terminated and in dealing with any party

acting as Trustee according to the latest information which they have received at their home office or

principal address.

SECTION 10.05--EMPLOYMENT STATUS.

Nothing contained in this Plan gives an Employee the right to be retained in the Employer's employ or to

interfere with the Employer's right to discharge any Employee.

SECTION 10.06--RIGHTS TO PLAN ASSETS.

An Employee shall not have any right to or interest in any assets of the Plan upon termination of employment

or otherwise except as specifically provided under this Plan, and then only to the extent of the benefits

payable to such Employee according to the Plan provisions.

Any final payment or distribution to a Participant or his legal representative or to any Beneficiaries of such

Participant under the Plan provisions shall be in full satisfaction of all claims against the Plan, the Named

Fiduciary, the Plan Administrator, the Insurer, the Trustee, and the Employer arising under or by virtue of the

Plan.

SECTION 10.07--BENEFICIARY.

Each Participant may name a Beneficiary to receive any death benefit that may arise out of his participation

in the Plan. The Participant may change his Beneficiary from time to time. Unless a qualified election has

been made, for purposes of distributing any death benefits before the Participant’s Retirement Date, the

Beneficiary of a Participant who has a spouse shall be the Participant's spouse. The Participant's

Beneficiary designation and any change of Beneficiary shall be subject to the provisions of the ELECTION

PROCEDURES SECTION of Article VI.

It is the responsibility of the Participant to give written notice to the Plan Administrator of the name of the

Beneficiary on a form furnished for that purpose. The Plan Administrator shall maintain records of

Beneficiary designations for Participants before their Retirement Dates. However, the Plan Administrator

may delegate to another party the responsibility of maintaining records of Beneficiary designations. In that

event, the written designations made by Participants shall be filed with such other party. If a party other than

the Insurer maintains the records of Beneficiary designations and a Participant dies before his Retirement

Date, such other party shall certify to the Insurer the Beneficiary designation on its records for the

Participant.

Amend No. 3 Effective January 1, 2022 83 Plan ID No. 353913 ( 4-52712)

If there is no Beneficiary named or surviving when a Participant dies, the Participant’s Beneficiary shall be

the Participant’s surviving spouse, or where there is no surviving spouse, the executor or administrator of the

Participant's estate for the benefit of the estate.

SECTION 10.08--NONALIENATION OF BENEFITS.

Benefits payable under the Plan are not subject to the claims of any creditor of any Participant, Beneficiary,

spouse, or Contingent Annuitant. A Participant, Beneficiary, spouse, or Contingent Annuitant does not have

any rights to alienate, anticipate, commute, pledge, encumber, or assign such benefits. Such restrictions do

not apply in the case of a loan as provided in the LOANS TO PARTICIPANTS SECTION of Article V. The

preceding sentences shall also apply to the creation, assignment, or recognition of a right to any benefit

payable with respect to a Participant according to a domestic relations order, unless such order is

determined by the Plan Administrator to be a qualified domestic relations order, as defined in Code Section

414(p), or any domestic relations order entered before January 1, 1985. The preceding sentences shall not

apply to any offset of a Participant’s benefits provided under the Plan against an amount the Participant is

required to pay the Plan with respect to a judgment, order, or decree issued, or a settlement entered into, on

or after August 5, 1997, which meets the requirements of Code Sections 401(a)(13)(C) or (D).

SECTION 10.09--CONSTRUCTION.

The validity of the Plan or any of its provisions is determined under and construed according to Federal law

and, to the extent permissible, according to the laws of the state in which the Employer has its principal

office. In case any provision of this Plan is held illegal or invalid for any reason, such determination shall not

affect the remaining provisions of this Plan, and the Plan shall be construed and enforced as if the illegal or

invalid provision had never been included.

In the event of any conflict between the provisions of the Plan and the terms of any Annuity Contract issued

hereunder, the provisions of the Plan control.

SECTION 10.10--LEGAL ACTIONS.

No person employed by the Employer; no Participant, former Participant, or their Beneficiaries; nor any other

person having or claiming to have an interest in the Plan is entitled to any notice of process. A final

judgment entered in any such action or proceeding shall be binding and conclusive on all persons having or

claiming to have an interest in the Plan. Should any Participant, Beneficiary, or other person claiming an

interest in the Plan pursue a legal action against the Plan, such legal action may not be brought more than

two years following the date such cause of action or proceeding arose.

SECTION 10.11--SMALL AMOUNTS.

If the value of the Participant’s Vested Account does not exceed $5,000, the Participant’s entire Vested

Account shall be distributed as of the earliest of his Retirement Date, the date he dies, or the date he has a

Severance from Employment for any other reason (the date the Employer provides notice to the record

keeper of the Plan of such event, if later). For purposes of this section, if the Participant’s Vested Account is

zero, the Participant shall be deemed to have received a distribution of such Vested Account. This is a small

amounts payment.

In the event a Participant does not elect to have a small amounts payment paid directly to an Eligible

Retirement Plan specified by the Participant in a Direct Rollover or to receive the distribution directly and his

Vested Account is greater than $1,000, a Mandatory Distribution will be made in accordance with the

Amend No. 3 Effective January 1, 2022 84 Plan ID No. 353913 ( 4-52712)

DIRECT ROLLOVERS SECTION of this article. If his Vested Account is $1,000 or less, the Participant’s

entire Vested Account shall be paid directly to him.

If a small amounts payment is made on or after the date the Participant dies, the small amounts payment

shall be made to the Participant’s Beneficiary. If a small amounts payment is made while the Participant is

living, the small amounts payment shall be made to the Participant.

The small amounts payment is in full settlement of all benefits otherwise payable. No other small amounts

payment shall be made.

SECTION 10.12--WORD USAGE.

The masculine gender, where used in this Plan, shall include the feminine gender and the singular words,

where used in this Plan, shall include the plural, unless the context indicates otherwise.

The words “in writing” and “written,” where used in this Plan, shall include any other forms (such as voice

response or other electronic system) as permitted by any governmental agency to which the Plan is subject.

SECTION 10.13--CHANGE IN SERVICE METHOD.

(a) Change of Service Method Under This Plan. If this Plan is amended to change the method of

crediting service from the elapsed time method to the hours method for any purpose under this Plan,

the Employee’s service shall be equal to the sum of (1), (2), and (3) below:

(1) The number of whole years of service credited to the Employee under the Plan as of the

date the change is effective.

(2) One year of service for the computation period in which the change is effective if he is

credited with the required number of Hours of Service. For that portion of the computation

period ending on the date of the change (for the first day of the computation period if the

change is made on the first day of the computation period), the Employee will be credited

with the greater of (i) his actual Hours of Service or (ii) the number of Hours of Service that is

equivalent to the fractional part of a year of elapsed time service credited as of the date of

the change, if any. In determining the equivalent Hours of Service, the Employee shall be

credited with 190 Hours of Service for each month and any fractional part of a month in such

fractional part of a year. The number of months and any fractional part of a month shall be

determined by multiplying the fractional part of a year, expressed as a decimal, by 12. For

the remaining portion of the computation period (the period beginning on the second day of

the computation period and ending on the last day of the computation period if the change is

made on the first day of the computation period), the Employee will be credited with his

actual Hours of Service.

(3) The Employee’s service determined under this Plan using the hours method after the end of

the computation period in which the change in service method was effective.

If this Plan is amended to change the method of crediting service from the hours method to the

elapsed time method for any purpose under this Plan, the Employee’s service shall be equal to the

sum of (4), (5), and (6) below:

(4) The number of whole years of service credited to the Employee under the Plan as of the

beginning of the computation period in which the change in service method is effective.

Amend No. 3 Effective January 1, 2022 85 Plan ID No. 353913 ( 4-52712)

(5) The greater of (i) the service that would be credited to the Employee for that entire

computation period using the elapsed time method or (ii) the service credited to him under

the Plan as of the date the change is effective.

(6) The Employee’s service determined under this Plan using the elapsed time method after the

end of the applicable computation period in which the change in service method was

effective.

(b) Transfers Between Plans with Different Service Methods. If an Employee has been a participant in

another plan of the Employer that credited service under the elapsed time method for any purpose

that under this Plan is determined using the hours method, then the Employee’s service shall be

equal to the sum of (1), (2), and (3) below:

(1) The number of whole years of service credited to the Employee under the other plan as of

the date he became an Eligible Employee under this Plan.

(2) One year of service for the applicable computation period in which he became an Eligible

Employee if he is credited with the required number of Hours of Service. For that portion of

such computation period ending on the date he became an Eligible Employee (for the first

day of such computation period if he became an Eligible Employee on the first day of such

computation period), the Employee will be credited with the greater of (i) his actual Hours of

Service or (ii) the number of Hours of Service that is equivalent to the fractional part of a

year of elapsed time service credited as of the date he became an Eligible Employee, if any.

In determining the equivalent Hours of Service, the Employee shall be credited with 190

Hours of Service for each month and any fractional part of a month in such fractional part of

a year. The number of months and any fractional part of a month shall be determined by

multiplying the fractional part of a year, expressed as a decimal, by 12. For the remaining

portion of such computation period (the period beginning on the second day of such

computation period and ending on the last day of such computation period if he became an

Eligible Employee on the first day of such computation period), the Employee will be credited

with his actual Hours of Service.

(3) The Employee’s service determined under this Plan using the hours method after the end of

the computation period in which he became an Eligible Employee.

If an Employee has been a participant in another plan of the Employer that credited service under

the hours method for any purpose that under this Plan is determined using the elapsed time method,

then the Employee’s service shall be equal to the sum of (4), (5), and (6) below:

(4) The number of whole years of service credited to the Employee under the other plan as of

the beginning of the computation period under that plan in which he became an Eligible

Employee under this Plan.

(5) The greater of (i) the service that would be credited to the Employee for that entire

computation period using the elapsed time method or (ii) the service credited to him under

the other plan as of the date he became an Eligible Employee under this Plan.

(6) The Employee’s service determined under this Plan using the elapsed time method after the

end of the applicable computation period under the other plan in which he became an

Eligible Employee.

If an Employee has been a participant in a Controlled Group member’s plan that credited service under a

different method than is used in this Plan, in order to determine entry and vesting, the provisions in (b) above

shall apply as though the Controlled Group member’s plan was a plan of the Employer.

Any modification of service contained in this Plan shall be applicable to the service determined pursuant to

this section.

SECTION 10.14--MILITARY SERVICE.

Notwithstanding any provision of this Plan to the contrary, the Plan shall provide contributions, benefits, and

service credit with respect to Qualified Military Service in accordance with Code Section 414(u). Loan

repayments may be suspended under this Plan as permitted under Code Section 414(u).

A Participant who dies on or after January 1, 2007, while performing Qualified Military Service is treated as

having resumed and then terminated employment on account of death, in accordance with Code Section

401(a)(37) and any subsequent guidance. The survivors of such Participant are entitled to any additional

benefits provided under the Plan on account of death of the Participant.

SECTION 10.15--QUALIFICATION OF PLAN.

If the Plan is denied initial qualification upon filing timely application, it will be treated as void from the

beginning. It will be terminated and all amounts contributed to the Plan, less expenses paid, shall be

returned to the Employer within one year after the date of denial. If amounts have been contributed by

Employees, the Employer shall refund to each Employee the amount made by him or, if less, the amount

then in his Account resulting from such amounts. The Insurer and Trustee shall be discharged from all

further obligations.

If the Plan fails to attain or retain qualification, it shall no longer participate in this volume submitter plan and

shall be considered an individually designed plan.

Amend No. 3 Effective January 1, 2022 87 Plan ID No. 353913 ( 4-52712)

ARTICLE XI

TOP-HEAVY PLAN REQUIREMENTS

SECTION 11.01--APPLICATION.

The provisions of this article shall supersede all other provisions in the Plan to the contrary.

For the purpose of applying the Top-heavy Plan requirements of this article, all members of the Controlled

Group shall be treated as one Employer. The term Employer, as used in this article, shall be deemed to

include all members of the Controlled Group, unless the term as used clearly indicates only the Employer is

meant.

The accrued benefit or account of a participant resulting from deductible employee contributions shall not be

included for any purpose under this article.

The minimum vesting and contribution provisions of the MODIFICATION OF VESTING REQUIREMENTS

SECTION and the MODIFICATION OF CONTRIBUTIONS SECTION of this article shall not apply to any

Employee who is included in a group of Employees covered by a collective bargaining agreement that the

Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one

or more employers, including the Employer, if there is evidence that retirement benefits were the subject of

good faith bargaining between such representatives. For this purpose, the term "employee representatives"

does not include any organization more than half of whose members are employees who are owners,

officers, or executives.

SECTION 11.02--DEFINITIONS.

For purposes of this article the following terms are defined:

Aggregation Group means:

(a) each of the Employer's qualified plans in which a Key Employee is a participant during the Plan Year

containing the Determination Date or any of the four preceding Plan Years (regardless of whether

the plans have terminated),

(b) each of the Employer's other qualified plans which allows the plan(s) described in (a) above to meet

the nondiscrimination requirement of Code Section 401(a)(4) or the minimum coverage requirement

of Code Section 410, and

(c) any of the Employer's other qualified plans not included in (a) or (b) above which the Employer

desires to include as part of the Aggregation Group. Such a qualified plan shall be included only if

the Aggregation Group would continue to satisfy the requirements of Code Sections 401(a)(4) and

410.

The plans in (a) and (b) above constitute the "required" Aggregation Group. The plans in (a), (b), and (c)

above constitute the "permissive" Aggregation Group.

Compensation means compensation as defined in the CONTRIBUTION LIMITATION SECTION of Article

III.

Amend No. 3 Effective January 1, 2022 88 Plan ID No. 353913 ( 4-52712)

Determination Date means as to any plan, for any plan year subsequent to the first plan year, the last day of the preceding plan year. For the first plan year of the plan, the Determination Date is the last day of that

year.

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 is:

(a) an officer of the Employer having Compensation for the Plan Year greater than $130,000 (as

adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002),

(b) a 5-percent owner of the Employer, or

(c) a 1-percent owner of the Employer having Compensation for the Plan Year of more than $150,000.

The determination of who is a Key Employee shall be made according to Code Section 416(i)(1) and the

applicable regulations and other guidance of general applicability issued thereunder.

Nonkey Employee means any Employee who is not a Key Employee.

Top-heavy Plan means a plan that is top-heavy for any plan year. This Plan shall be top-heavy if any of the following conditions exist:

(a) The Top-heavy Ratio for this Plan exceeds 60 percent and this Plan is not part of any required

Aggregation Group or permissive Aggregation Group.

(b) This Plan is a part of a required Aggregation Group, but not part of a permissive Aggregation Group,

and the Top-heavy Ratio for the required Aggregation Group exceeds 60 percent.

(c) This Plan is a part of a required Aggregation Group and part of a permissive Aggregation Group and

the Top-heavy Ratio for the permissive Aggregation Group exceeds 60 percent.

Top-heavy Ratio means:

(a) If the Employer maintains one or more defined contribution plans (including any simplified employee

pension plan) and the Employer has not maintained any defined benefit plan that during the five-year

period ending on the Determination Date(s) has or has had accrued benefits, the Top-heavy Ratio

for this Plan alone or for the required or permissive Aggregation Group, as appropriate, is a fraction,

the numerator of which is the sum of the account balances of all Key Employees as of the

Determination Date(s) (including any part of any account balance distributed in the one-year period

ending on the Determination Date(s) and distributions under a terminated plan which if it had not

been terminated would have been required to be included in the Aggregation Group), and the

denominator of which is the sum of all account balances (including any part of any account balance

distributed in the one-year period ending on the Determination Date(s) and distributions under a

terminated plan which if it had not been terminated would have been required to be included in the

Aggregation Group), both computed in accordance with Code Section 416 and the regulations

thereunder. In the case of a distribution made for a reason other than Severance from Employment,

death, or disability, this provision shall be applied by substituting “five-year period” for “one-year

period.” Both the numerator and denominator of the Top-heavy Ratio are increased to reflect any

contribution not actually made as of the Determination Date, but which is required to be taken into

account on that date under Code Section 416 and the regulations thereunder.

Amend No. 3 Effective January 1, 2022 89 Plan ID No. 353913 ( 4-52712)

(b) If the Employer maintains one or more defined contribution plans (including any simplified employee

pension plan) and the Employer maintains or has maintained one or more defined benefit plans that

during the five-year period ending on the Determination Date(s) has or has had accrued benefits, the

Top-heavy Ratio for any required or permissive Aggregation Group, as appropriate, is a fraction, the

numerator of which is the sum of the account balances under the aggregated defined contribution

plan or plans of all Key Employees, determined in accordance with (a) above, and the present value

of accrued benefits under the aggregated defined benefit plan or plans for all Key Employees as of

the Determination Date(s), and the denominator of which is the sum of the account balances under

the aggregated defined contribution plan or plans for all participants, determined in accordance with

(a) above, and the present value of accrued benefits under the defined benefit plan or plans for all

participants as of the Determination Date(s), all determined in accordance with Code Section 416

and the regulations thereunder. The accrued benefits under a defined benefit plan in both the

numerator and denominator of the Top-heavy Ratio are increased for any distribution of an accrued

benefit made in the one-year period ending on the Determination Date (and distributions under a

terminated plan which if it had not been terminated would have been required to be included in the

Aggregation Group). In the case of a distribution made for a reason other than Severance from

Employment, death, or disability, this provision shall be applied by substituting “five-year period” for

“one-year period.”

(c) For purposes of (a) and (b) above, the value of account balances and the present value of accrued

benefits will be determined as of the most recent Valuation Date that falls within or ends with the 12-

month period ending on the Determination Date, except as provided in Code Section 416 and the

regulations thereunder for the first and second plan years of a defined benefit plan. The account

balances and accrued benefits of a participant (i) who is not a Key Employee but who was a Key

Employee in a prior year or (ii) who has not been credited with at least one hour of service with any

employer maintaining the plan at any time during the one-year period (five-year period in determining

whether the plan is top-heavy for plan years beginning before January 1, 2002) ending on the

Determination Date will be disregarded. The calculation of the Top-heavy Ratio and the extent to

which distributions, rollovers, and transfers are taken into account will be made in accordance with

Code Section 416 and the regulations thereunder. Deductible employee contributions will not be

taken into account for purposes of computing the Top-heavy Ratio. When aggregating plans, the

value of account balances and accrued benefits will be calculated with reference to the

Determination Dates that fall within the same calendar year.

The accrued benefit of a participant other than a Key Employee shall be determined under (i) the method, if

any, that uniformly applies for accrual purposes under all defined benefit plans maintained by the Employer,

or (ii) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate

permitted under the fractional rule of Code Section 411(b)(1)(C).

SECTION 11.03--MODIFICATION OF VESTING REQUIREMENTS.

A Participant’s Vesting Percentage is at all times at least as great as the Vesting Percentage required to

satisfy the requirements of Code Section 416. The part of the Participant’s Account resulting from the

minimum contributions required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of this

article will vest according to the vesting schedule selected in the definition of Vesting Percentage in the

DEFINITIONS SECTION of Article I. If no schedule is selected in such definition, the minimum contribution

(and earnings thereon) will be 100% vested and nonforfeitable.

The part of the Participant’s Vested Account resulting from the minimum contributions required pursuant to

the MODIFICATION OF CONTRIBUTIONS SECTION of this article (to the extent required to be

nonforfeitable under Code Section 416(b)) may not be forfeited under Code Section 411(a)(3)(B) or (D).

Amend No. 3 Effective January 1, 2022 90 Plan ID No. 353913 ( 4-52712)

SECTION 11.04--MODIFICATION OF CONTRIBUTIONS.

During any Plan Year in which this Plan is a Top-heavy Plan, the Employer shall make a minimum

contribution as of the last day of the Plan Year for each Nonkey Employee who is an Employee on the last

day of the Plan Year and who was an Active Participant at any time during the Plan Year. A Nonkey

Employee is not required to have a minimum number of Hours of Service or minimum amount of

Compensation in order to be entitled to this minimum. A Nonkey Employee who fails to be an Active

Participant merely because his Compensation is less than a stated amount or merely because of a failure to

make mandatory participant contributions or, in the case of a cash or deferred arrangement, elective

contributions shall be treated as if he were an Active Participant. The minimum is the lesser of (a) or (b)

below:

(a) 3 percent of such person's Compensation for such Plan Year.

(b) The "highest percentage" of Compensation for such Plan Year at which the Employer's Contributions

are made for or allocated to any Key Employee. The highest percentage shall be determined by

dividing the Employer Contributions made for or allocated to each Key Employee during the Plan

Year by the amount of his Compensation for such Plan Year, and selecting the greatest quotient

(expressed as a percentage). To determine the highest percentage, all of the Employer's defined

contribution plans within the Aggregation Group shall be treated as one plan. The minimum shall be

the amount in (a) above if this Plan and a defined benefit plan of the Employer are required to be

included in the Aggregation Group and this Plan enables the defined benefit plan to meet the

requirements of Code Section 401(a)(4) or 410.

For purposes of (a) and (b) above, Compensation shall be limited by Code Section 401(a)(17).

If the Employer's contributions and allocations otherwise required under the defined contribution plan(s) are

at least equal to the minimum above, no additional contribution shall be required. If the Employer's total

contributions and allocations are less than the minimum above, the Employer shall contribute the difference

for the Plan Year.

The minimum contribution applies to all of the Employer's defined contribution plans in the aggregate which

are Top-heavy Plans. A minimum contribution under a profit sharing plan shall be made without regard to

whether or not the Employer has profits.

If a person who is otherwise entitled to a minimum contribution above is also covered under another defined

contribution plan of the Employer’s which is a Top-heavy Plan during that same Plan Year, any additional

contribution required to meet the minimum above shall be provided in this Plan.

If a person who is otherwise entitled to a minimum contribution above is also covered under a defined benefit

plan of the Employer's that is a Top-heavy Plan during that same Plan Year, the minimum benefits for him

shall not be duplicated. Any additional contribution required to meet the minimum above shall be provided in

this Plan. Such plan shall provide a minimum contribution of 5 percent of such Participant's Compensation

for the Plan Year.

Amend No. 3 Effective January 1, 2022 91 Plan ID No. 353913 ( 4-52712)

For purposes of this section, any employer contribution made according to a salary reduction or similar

arrangement shall not apply in determining if the minimum contribution requirement has been met, but shall

apply in determining the minimum contribution required. Matching contributions, as defined in Code Section

401(m), shall be taken into account for purposes of satisfying the minimum contribution requirements of

Code Section 416(c)(2) and the Plan. Matching contributions that are used to satisfy the minimum

contribution requirements shall be treated as matching contributions for purposes of the actual contribution

percentage test and other requirements of Code Section 401(m).

The requirements of this section shall be met without regard to any Social Security contribution.

Amend No. 3 Effective January 1, 2022 92 Plan ID No. 353913 ( 4-52712)

ARTICLE XII

TRUST PROVISIONS

The Plan includes the attached Principal Financial Group pre-approved Trust Agreement.

The Trust Fund shall be administered according to the provisions of such trust agreement. The provisions of

the Trust Agreement shall apply to all adopting employers. No other trust agreement may be used as long

as the Plan continues to be a Principal Financial Group 401(k) Volume Submitter Plan.

Amend No. 3 Effective January 1, 2022 93 Plan ID No. 353913 ( 4-52712)

SIGNATURES

Failure to properly complete or amend this volume submitter plan may result in disqualification of this Plan.

Principal Life Insurance Company will inform you of any amendments made to the Plan or of the

discontinuance or abandonment of the Plan. The address and telephone number of Principal Life Insurance

Company is 711 High Street, Des Moines, Iowa 50392-0001; 1-800-543-4015, extension 51238.

The Employer may rely on an advisory letter issued by the Internal Revenue Service as evidence that this

Plan is qualified under Code Section 401 only to the extent provided in Revenue Procedure 2011-49.

The Employer may not rely on an advisory letter in other circumstances or with respect to certain

qualification requirements which are specified in the advisory letter issued with respect to the Plan and in

Revenue Procedure 2011-49.

In order to have reliance in such circumstances or with respect to such qualification requirements, application

for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service.

The Primary Employer adopts the Principal Financial Group 401(k) Volume Submitter Specimen Plan for the

exclusive benefit of its Employees. Selections and specifications contained in this document constitute the

Plan of the Primary Employer.

It is understood that Principal Life Insurance Company is not a party to the Plan and shall not be responsible

for any tax or legal aspects of the Plan. The Primary Employer assumes responsibility for these matters.

The obligations of Principal Life Insurance Company shall be governed solely by the provisions of its

contracts and policies. Principal Life Insurance Company shall not be required to look into any action taken

by the Plan Administrator, Named Fiduciary, Trustee, Investment Manager, or the Primary Employer and

shall be fully protected in taking, permitting or omitting any action on the basis of the Primary Employer’s

actions. Principal Life Insurance Company shall incur no liability or responsibility for carrying out actions as

directed by the Plan Administrator, Named Fiduciary, Trustee, Investment Manager or the Primary Employer.

By executing this Plan, the Primary Employer acknowledges having counseled to the extent necessary with

selected legal and tax advisors regarding the Plan's legal and tax implications. The Primary Employer also

certifies diligent efforts have been made to provide a copy of this Plan document to each Adopting Employer

and each Trustee and that proper signatures will be obtained on the attached Trust Agreement.

Executed this __________________ day of ________________________________, ______________.

Farmer Bros. Co.

By:

Scott Lyon (Dec 16, 2021 08:52 CST)

Title: VP Controller & Treasurer

Addendum to: Farmer Bros. Co. 401(k) Plan

Contract Number: 4-52712

This addendum should be filed with your plan document.

The following benefits were included in this Plan and have been removed (are being removed, if future effective date)

as of the effective date. According to Section 411(d)(6) of the Internal Revenue Code, benefits described below shall

be available to Plan Participants who had an account balance on that date (or the date of adoption, if later). The

protected benefit(s) only apply to Participants or to the value of their accounts as of that date (adjusted for earnings or

losses since that date) as described below.

Protected Benefit Applies To Description Operation Effective

Date

Definition of Totally  and Permanently  Disabled All Participants An illness or injury of  potentially permanent nature, expected to last for  a continuous period of not  less than 12 months,  certified by a physician selected by or satisfactory  to the Employer, which  prevents the Employee  from engaging in any occupation for wage or  profit for which the Employee is reasonably  fitted by training, education, or experience.  Participants who are  disabled according to the plan's definition prior to the  effective date will continue  to be considered disabled  under the new definition.  Participants who are not  disabled as of the effective  date must meet the new  definition in the plan as of  the date of their disability. 09/01/2005

The following benefits were included in the plan(s) specified below and have been removed (are being removed, if

future effective date) as of the effective date. According to Section 411(d)(6) of the Internal Revenue Code, benefits

described below shall be available to Plan Participants who were former participants in the plan(s) specified below and

who had an account balance on that date (or the date of adoption, if later). The protected benefit(s) only apply to

Participants or to the value of their accounts as of that date (adjusted for earnings or losses since that date) as

described below.

Protected Benefit Applies To Description Operation Effective

Date

Definition of Totally  and Permanently  Disabled Former Participants  from  the Coffee Bean International, Inc.  401(k) Profit Sharing Plan  A physical or mental  condition that renders a Participant either unable to  perform the duties of his  customary position of  employment for an indefinite period, is incapable of continuing any gainful occupation,  and that the Plan  Administrator considers  will be of long continued duration. The Participant  will also be considered  disabled if he has a permanent loss of the use  of a part of function of his  body or is permanently  disfigured, and he terminates employment.  Disability will be  determined by the Plan Administrator, who may  request a physical examination by a licensed  physician.  Participants who are  disabled according to the plan's definition prior to the  effective date will continue  to be considered disabled  under the new definition.  Participants who are not  disabled as of the effective  date must meet the new  definition in the plan as of  the date of their disability. 01/01/2008

Normal Retirement  Age Former Participants from  Farmer Bros. Co.  Amended and Restated Employee  Stock Ownership  Plan For purposes of the ESOP  funds, Normal Retirement Age is the earlier of (i) age  65, (ii) attainment of age  55 and completion of ten  (10) years of Vesting  Service, or (iii) the earliest retirement date available to  a member under any defined benefit plan of the  Employer or an Affiliate in  which the member is a  Participant.  Participants as of the  effective date who reach  their Normal Retirement Age while employed by the  employer will be 100% vested in their account and  in all future contributions.  Participants as of the effective date may elect to  receive the value of their  account as of the date of  the change when they  reach age their Normal  Retirement Age. 01/01/2022

Amend No. 3 Effective January 1, 2022 Plan ID No. 353913 ( 4-52712)

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated September 9, 2021, relating to the consolidated financial statements of Farmer Bros. Co., and the effectiveness of Farmer Bros. Co.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Farmer Bros. Co. for the year ended June 30, 2021.

/s/ Deloitte & Touche LLP

Dallas, Texas

December 28, 2021

EX-99.1

EXHIBIT 99.1

FARMER BROS. CO.

AMENDED AND RESTATED

2017 LONG-TERM INCENTIVE PLAN

(As amended through December 15, 2021)

ARTICLE I.
PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. The Plan succeeds the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan and the Farmer Bros. Co. 2007 Omnibus Plan. This Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan is an amendment and restatement and continuation of the Farmer Bros. Co. 2017 Long-Term Incentive Plan effective as provided in Section 11.3 below.

ARTICLE II.
DEFINITIONS

As used in the Plan, the following words and phrases will have the meanings specified below, unless the context clearly indicates otherwise:

Section 1.1“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee. With reference to the Board’s or a Committee’s powers or authority under the Plan that have been delegated to one or more officers pursuant to Section 4.2, the term “Administrator” shall refer to such person(s) unless and until such delegation has been revoked.

Section 1.2“Applicable Law” means any applicable law, including without limitation: (a) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.

Section 1.3“Award” means an Option, Stock Appreciation Right, Restricted Stock award, Restricted Stock Unit award, Performance Bonus Award, Performance Share award or Other Stock or Cash Based Award granted to a Participant under the Plan.

Section 1.4“Award Agreement” means a written agreement or statement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.

Section 1.5“Board” means the Board of Directors of the Company.

Section 1.6“Cause” unless otherwise defined in an employment or services agreement between a Participant and the Company or any of its Subsidiaries, means (a) the Company’s determination that the Participant willfully failed to substantially perform the Participant’s duties (other than a failure resulting from the Participant’s Disability); (b) the Company’s determination that the Participant willfully failed to carry out, or comply with any lawful and reasonable directive of the Board or Participant’s immediate supervisor; (c) the occurrence of any act or omission by the Participant that could reasonably be expected to result in (or has resulted in) he Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (d) the Participant’s unlawful use (including being under the influence or using prescription drugs for non-medical purposes) or possession of illegal drugs (including possession of a prescription drug without a lawful prescription) on the premises of the Company or any of its Subsidiaries or while performing the Participant’s duties and responsibilities for the Company or any of its Subsidiaries; (e) the Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries or affiliates; (f) the Participant’s unauthorized use or disclosure of confidential information or trade secrets of the Company or any Subsidiary; (g) the Company’s determination that the Participant materially violated any policy of the Company or any of its Subsidiaries; or (h) any other intentional misconduct by the Participant adversely affecting the business or affairs of the Company or any Subsidiary) in a material manner. The Company, in its sole discretion, shall determine conclusively whether Cause exists pursuant to the above definition, the date of the occurrence of the conduct constituting Cause and any incidental matters relating thereto, including, without limitation, the question of whether a termination of employment or service occurred by reason of Cause. The foregoing definition shall not in any way preclude or restrict the right of the Company or any Subsidiary to discharge or dismiss any Participant or other person in the service of the Company or any Subsidiary for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Cause.

Section 1.7“Change in Control” means and includes each of the following:

1

(a)A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly or indirectly acquires beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of its Subsidiaries; (ii) any acquisition by an employee benefit plan maintained by the Company or any of its Subsidiaries, (iii) any acquisition which complies with Sections 2.7(c)(i), 2.7(c)(ii), or 2.7(c)(iii); or (iv) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or any group of persons including the Participant); or

(b)The individuals who, as of the Effective Date, constitute the Board, together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 2.7(a) or Section 2.7(c)), whose election or nomination for election to the Board was approved by a vote of at least two-thirds (2/3) (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director without objection to such nomination) of the Directors then still in office, who either were Directors as of the Effective Date or whose election or nomination for election was previously so approved (the “Incumbent Directors”) cease for any reason to constitute a majority of the Board. No individual initially elected or nominated as a Director of the Company as a result of an actual or threatened election contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any Person other than the Board shall be an Incumbent Director hereunder.

(c)The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(i)which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii)after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 2.7(c)(ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; and

(iii)after which at least a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity were Board members at the time of the Board's approval of the execution of the initial agreement providing for such transaction; or

(d)The approval of a plan of liquidation or dissolution of the Company.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

Section 1.8“Code” means the Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative authority issued thereunder.

Section 1.9“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; provided, however, that a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

Section 1.10“Common Stock” means the common stock of the Company.

Section 1.11“Company” means Farmer Bros. Co., a Delaware corporation, or any successor.

2

Section 1.12“Consultant” means any person, including any advisor, engaged by the Company or any of its subsidiaries to render services to such entity.

Section 1.13“Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Company determines, to receive amounts due or exercise the Participant’s rights if the Participant dies. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.

Section 1.14“Director” means a Board member.

Section 1.15“Disability” means a permanent and total disability under Section 22(e)(3) of the Code, without regard to the final sentence thereof.

Section 1.16“Dividend Equivalents” means a right granted to a Participant to receive the equivalent value (in cash or Shares) of dividends paid on a specified number of Shares. Such Dividend Equivalents shall be converted to cash or additional Shares, or a combination of cash and Shares, by such formula and at such time and subject to such limitations as may be determined by the Administrator.

Section 1.17“Effective Date” and “Original Effective Date” have the meaning set forth in Section 11.3.

Section 1.18“Employee” means any employee of the Company or any of its Subsidiaries.

Section 1.19“Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split (including a reverse stock split), spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the share price of Common Stock (or other Company securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.

Section 1.20“Exchange Act” means the Securities Exchange Act of 1934, as amended, and all regulations, guidance and other interpretative authority issued thereunder.

Section 1.21“Fair Market Value” means, as of any date, the value of a Share determined as follows: (i) if the Common Stock is listed on any established stock exchange, the value of a Share will be the closing sales price for a Share as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Company deems reliable; (ii) if the Common Stock is not listed on an established stock exchange but is quoted on a national market or other quotation system, the value of a Share will be the closing sales price for a Share on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) if the Common Stock is not listed on any established stock exchange or quoted on a national market or other quotation system, the value of a Share will be established by the Administrator in its sole discretion.

Section 1.22“Full Value Award” shall mean any Award that is settled in Shares other than: (a) an Option, (b) a Stock Appreciation Right or (c) any other Award for which the Participant pays the intrinsic value existing as of the date of grant (whether directly or by forgoing a right to receive a payment from the Company or any Subsidiary).

Section 1.23“Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any parent corporation or subsidiary corporation of the Company, as determined in accordance with in Section 424(e) and (f) of the Code, respectively.

Section 1.24“Incentive Stock Option” means an Option that meets the requirements to qualify as an “incentive stock option” as defined in Section 422 of the Code.

Section 1.25“Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.

Section 1.26“Option” means a right granted under Article 6 to purchase a specified number of Shares at a specified price per Share during a specified time period. An Option may be either an Incentive Stock Option or a Nonqualified Stock Option.

Section 1.27“Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property.

Section 1.28“Overall Share Limit” means the sum of (i) 3,550,000 Shares (including Shares already issued under the Original Plan); and (ii) the number of Shares that are subject to Prior Plan Awards that become available for issuance under the Plan pursuant to Article 5.

Section 1.29“Participant” means a Service Provider who has been granted an Award.

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Section 1.30“Performance-Based Award” means an Award (other than an Option or SAR) granted pursuant to Article 7 or 8, but which is subject to the terms and conditions set forth in Section 11.18. All Performance-Based Awards are intended to qualify as Performance-Based Compensation.

Section 1.31“Performance Bonus Award” has the meaning set forth in Section 8.3.

Section 1.32“Performance Criteria” mean the criteria (and adjustments) that the Administrator, in its sole discretion, may select to establish one or more performance goals for an Award for a specified Performance Period; provided, that:

(a)The Performance Criteria that may be used to establish performance goals for Performance-Based Awards may include but are not limited to the following: (i) net earnings (either before or after one or more of (A) interest, (B) taxes, (C) depreciation, (D) amortization, and (E) non-cash equity-based compensation expense); (ii) gross or net sales or revenue or sales or revenue growth; (iii) gross or net organic sales volume or organic sales volume growth, (iv) net income (either before or after taxes) or adjusted net income; (v) sales related goals; (vi) sales from one or more products (or categories of products) as a percentage of total sales or revenue; (vii) profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating profit margin; (viii) operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); (ix) cash on hand; (x) cash flow (including operating cash flow and free cash flow or cash flow return on capital); (xi) return on assets, asset growth or asset turnover; (xii) return on capital or invested capital; (xiii) cost of capital; (xiv) return on stockholders’ equity; (xv) total stockholder return; (xvi) costs, reductions in costs and cost control measures; (xvii) expense management; (xviii) working capital; (xix) net earnings per share; (xx) adjusted net earnings per share; (xxi) price per share or dividends per share (or appreciation in or maintenance of such price or dividends); (xxii) regulatory achievements or compliance; (xxiii) implementation, completion or attainment of objectives relating to systems, research, development, regulatory, commercial, or strategic milestones or developments; (xxiv) market share; (xxv) economic value or economic value added models;(xxvi) division, group or corporate financial goals; (xxvii) customer satisfaction/growth; (xxviii) customer service; (xxix) employee satisfaction; (xxx) effective recruitment and retention of personnel; (xxxi) succession plan development and implementation; (xxxii) human resources management; (xxxiii) supervision of litigation and other legal matters; (xxxiv) strategic partnerships and transactions; (xxxv) financial ratios (including those measuring liquidity, activity, profitability or leverage); (xxxvi) debt levels or reductions and financial risk management; (xxxvii) financing and other capital raising transactions; (xxxviii) acquisition activity;(xxxix) investment sourcing activity; (xl) marketing initiatives; (xli) safety enhancement; (xlii) improved product quality; (xliii) expansion of product lines; (xliv) creation of operating efficiencies; and/or (xlv) geographic expansion, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be expressed in terms of the Company’s performance or the performance of a Subsidiary, division, business segment or business unit of the Company or a Subsidiary, or an individual, or may be expressed in terms of performance relative to performance of one or more other companies or by comparisons of any of the indicators of performance relative to performance of other companies. Any performance goals that are financial metrics may be determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), in accordance with accounting principles established by the International Accounting Standards Board (“IASB Principles”), or may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP or under IASB Principles.

(b)The Committee, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Criteria, with any such adjustment to reflect the inclusion or exclusion of the impact of an event or occurrence which the Committee determines should appropriately be included or excluded, including but not limited to (i) restructurings, discontinued operations, special items, and other unusual, infrequently occurring or non-recurring charges, events or items; (ii) asset sales or write-downs; (iii) litigation or claim judgments or settlements; (iv) acquisitions or divestitures; (v) reorganization or change in the corporate structure or capital structure of the Company; (vi) an event either not directly related to the operations of the Company, Subsidiary, division, business segment or business unit or not within the reasonable control of management; (vii) foreign exchange gains and losses; (viii) a change in the fiscal year of the Company; (ix) the refinancing or repurchase of bank loans or debt securities; (x) unbudgeted capital expenditures; (xi) the issuance or repurchase of equity securities and other changes in the number of outstanding shares; (xii) conversion of some or all of convertible securities to Common Stock; (xiii) any business interruption event; (xiv) changes in pricing;(xv) changes in foreign currency exchange rates; (xvi) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles; (xvii) gains and losses that are treated as unusual in nature or that occur infrequently under Accounting Standards Codification Topic 225; or (xviii) the effect of changes in other laws or regulatory rules affecting reported results.

Section 1.33“Performance Period” means one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more performance goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance-Based Award.

Section 1.34“Performance Share” means a right granted to a Participant pursuant to Section 8.1 and subject to Section 8.2, to receive Shares, the payment of which is contingent upon achieving certain performance goals or other performance-based targets established by the Administrator.

Section 1.35“Plan” means this Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan and “Original Plan” means the Farmer Bros. Co. 2017 Long-Term Incentive Plan prior to its restatement.

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Section 1.36“Prior Plans” means, collectively, the Farmer Bros. Co. 2007 Omnibus Plan, the Farmer Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan, and any prior equity incentive plans of the Company or its predecessor (in each case, as such plan(s) may be amended or restated from time to time).

Section 1.37“Prior Plan Award” means an award outstanding under the Prior Plans as of the Effective Date.

Section 1.38“Restricted Stock” means Shares awarded to a Participant under Article 7, subject to certain vesting conditions and other restrictions.

Section 1.39“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.

Section 1.40“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.

Section 1.41“Section 409A” means Section 409A of the Code.

Section 1.42“Securities Act” means the Securities Act of 1933, as amended, and all regulations, guidance and other interpretative authority issued thereunder.

Section 1.43“Service Provider” means an Employee, Consultant, or Director.

Section 1.44“Shares” means shares of Common Stock.

Section 1.45“Stock Appreciation Right” or “SAR” means a right granted under Article 6 to receive a payment equal to the excess of the Fair Market Value of a specified number of Shares on the date the right is exercised over the exercise price set forth in the applicable Award Agreement.

Section 1.46“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

Section 1.47“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company or other entity acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

Section 1.48“Termination of Service” means:

(a)As to a Director, the time when a Participant who is a Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Participant simultaneously commences or remains in employment or service as a consultant with the Company or any Subsidiary.

(b)As to an Employee or a Consultant, the time when the service relationship between a Participant and the Company or any Subsidiary is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Participant simultaneously commences or remains in employment or service as a consultant or director with the Company or any Subsidiary.

The Company, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, the circumstances under which the Termination of Service has occurred and all questions of whether particular leaves of absence constitute a Termination of Service. For purposes of the Plan, a Participant’s employee-employer relationship or consultancy relations shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Participant ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off), even though the Participant may subsequently continue to perform services for that entity.

ARTICLE III.
ELIGIBILITY

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein. No Service Provider shall have any right to be granted an Award pursuant to the Plan.

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ARTICLE IV.
ADMINISTRATION AND DELEGATION

Section 1.1Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions, reconcile inconsistencies in the Plan or any Award and make all other determinations that it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.

Section 1.2Appointment of Committees. To the extent Applicable Laws permit, the Board or any Committee may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable organizational documents of the Company, and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 4.2 shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee may abolish any Committee to which authority has been delegated at any time and re-vest in itself any previously delegated authority.

ARTICLE V.
STOCK AVAILABLE FOR AWARDS

Section 1.1Number of Shares. Subject to adjustment under Article 9 and the terms of this Article 5, Awards may be made under the Plan covering up to the Overall Share Limit. As of the Original Effective Date, the Company ceased granting awards under the Prior Plans; provided, however, Prior Plan Awards remained subject to the terms of the applicable Prior Plan. Shares issued or delivered under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.

Section 1.2Share Counting. If all or any part of an Award or Prior Plan Award expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares covered by the Award or Prior Plan Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award or Prior Plan Award, the unused Shares covered by the Award or Prior Plan Award will, as applicable, become or again be available for Awards under the Plan. Notwithstanding anything to the contrary contained herein, the following Shares shall not become or again be available for Awards under the Plan: (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise price of an Option or any stock option granted under a Prior Plan; (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award or an award granted under a Prior Plan; (iii) Shares subject to a Stock Appreciation Right or a stock appreciation right granted under a Prior Plan that are not issued in connection with the settlement of such Award on exercise thereof; and (iv) Shares purchased on the open market with cash proceeds from the exercise of Options or stock options granted under a Prior Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards or Prior Plan Awards shall not count against the Overall Share Limit. Notwithstanding the provisions of this Section 5.2, no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.

Section 1.3Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 3,550,000 Shares (as adjusted to reflect any Equity Restructuring) may be issued pursuant to the exercise of Incentive Stock Options.

Section 1.4Substitute Awards. In connection with an entity’s merger or consolidation with the Company or any Subsidiary or the Company’s or any Subsidiary’s acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms and conditions as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre‑existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards (which, for the avoidance of doubt excludes Substitute Awards) may again become available for Awards under the Plan as provided under Section 5.2 above); provided, that Awards using such available shares (or any Shares that again become available for issuance under the Plan under Section 5.2 above) shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of the Company or any of its Subsidiaries prior to such acquisition or combination.

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Section 1.5Non-Employee Director Award Limit. Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding non-employee Director compensation, the sum of the grant date fair value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all equity-based Awards and the maximum amount that may become payable pursuant to all cash-based Awards that may be granted under the Plan to a Director as compensation for services as a non-employee Director during any calendar year shall not exceed $300,000.

ARTICLE VI.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

Section 1.1General. The Administrator may grant Options or Stock Appreciation Rights to one or more Service Providers, subject to such terms and conditions not inconsistent with the Plan as the Administrator shall determine. The Administrator will determine the number of Shares covered by each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at Fair Market Value on the date of exercise or a combination of the two as the Administrator may determine or provide in the Award Agreement.

Section 1.2Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Stock Appreciation Right.

Section 1.3Duration of Options. Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that the term of an Option or Stock Appreciation Right will not exceed ten (10) years.

Section 1.4Exercise. Options and Stock Appreciation Rights may be exercised by delivering to the Company a notice of exercise, in a form and manner the Company approves (which may be electronic or telephonic), signed or authenticated by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full of (i) the exercise price for the number of Shares for which the Option is exercised in a manner specified in Section 6.5 and (ii) all applicable taxes in a manner specified in Section 10.5. Unless the Company otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share.

Section 1.5Payment Upon Exercise. The Administrator shall determine the methods (or combination of methods) by which payment of the exercise price of an Option shall be made, including, without limitation:

(a)cash, check or wire transfer of immediately available funds;

(b)if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of a notice that the Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise of the Option and that the broker has been directed to deliver promptly to the Company funds sufficient to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company an amount sufficient to pay the exercise price by cash, check or wire transfer of immediately available funds; provided, that such amount is paid to the Company at such time as may be required by the Company;

(c)to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market Value on the date of delivery (or such other date determined by the Administrator); or

(d)to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise date.

Section 1.6Additional Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to Employees of the Company, any of its present or future parent or Subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five (5) years. All Incentive Stock Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two (2) years from the grant date of the Option or (ii) one (1) year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an

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“incentive stock option” under Section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Nonqualified Stock Option.

ARTICLE VII.
RESTRICTED STOCK; RESTRICTED STOCK UNITS

Section 1.1General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to forfeiture or the Company’s right to repurchase all or part of such Shares at their issue price or other stated or formula price from the Participant if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Award Agreement for each Restricted Stock and Restricted Stock Unit Award shall set forth the terms and conditions not inconsistent with the Plan as the Administrator shall determine.

Section 1.2Restricted Stock.

(a)Dividends. Subject to any limitations approved by the Administrator and set forth in the Award Agreement, Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares; provided, that, notwithstanding anything herein to the contrary, any dividend payable with respect to Shares of Restricted Stock held by a Participant that are not vested at the time that such dividend is paid shall be accumulated and subject to vesting to the same extent as the related Shares of Restricted Stock, with such accumulated dividends paid to the applicable Participant as soon as administratively practicable following the time the applicable Shares of Restricted Stock vest and become non-forfeitable (or such later time as may be set forth in the Award Agreement). In addition, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of cash or property other than an ordinary cash dividend, the Shares or other cash or property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid.

(b)Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect of Shares of Restricted Stock, together with a stock power endorsed in blank.

(c)Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to Restricted Stock as of the date of transfer of the Restricted Stock, rather than as of the date or dates upon which the Participant would otherwise be taxed with respect to the Restricted Stock under Section 83(a) of the Code, the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service, along with proof of the timely filing thereof with the Internal Revenue Service.

Section 1.3Restricted Stock Units. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in each case, as provided in the applicable Award Agreement and subject to the terms of the Plan.

ARTICLE VIII.
OTHER TYPES OF AWARDS

Section 1.1General. The Administrator may grant Performance Share awards, Performance Bonus Awards, Dividend Equivalents or Other Stock or Cash Based Awards, to one or more Service Providers, in such amounts and subject to such terms and conditions not inconsistent with the Plan as the Administrator shall determine. For the avoidance of doubt, no Participant holding a Performance Share award described in Section 8.2, a Performance Bonus Award described in Section 8.3, or an Other Stock or Cash Based Award described in Section 8.5, in each case, that is eligible to receive dividends (if any) shall be entitled to receive a distribution of dividends with respect to such award or any Shares covered by such award unless and until such award vests and becomes non-forfeitable.

Section 1.2Performance Share Awards. Each Performance Share award shall be denominated in a number of Shares or in unit equivalents of Shares and/or units of value (including a dollar value of Shares) and may be linked to any one or more of the Performance Criteria or other specific criteria, including service to the Company or Subsidiaries, determined to be appropriate by the Administrator, in each case on a specified date or dates or over any Performance Period. In making such determinations, the Administrator may consider (among such other factors as it deems relevant in light of the specific type of Award) the contributions, responsibilities and other compensation of the particular Participant.

Section 1.3Performance Bonus Awards. Each right to receive a bonus granted under this Section 8.3 shall be denominated in the form of cash and shall be initially payable in cash (but may, in the discretion of the Administrator, be payable in Shares or a combination of cash and Shares) (a “Performance Bonus Award”) and shall be payable upon the attainment of performance goals that are established by the Administrator and relate to one or more of the Performance Criteria or other specific criteria, including service to the Company or Subsidiaries, in each case on a specified date or dates or over any Performance Period.

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Section 1.4Dividend Equivalents. If the Administrator provides, an Award (other than an Option or Stock Appreciation Right) may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject to the same restrictions on transferability and forfeitability as the Award with respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement; provided, that, notwithstanding anything herein to the contrary, Dividend Equivalents with respect to Awards that are not vested at the time that the underlying dividend is paid shall be accumulated and subject to vesting to the same extent as the related Award, with such accumulated Dividend Equivalents paid to the applicable Participant as soon as administratively practicable following the time the applicable Award vests and becomes non-forfeitable (or such later time as may be set forth in the Award Agreement).

Section 1.5Other Stock or Cash Based Awards. Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Stock or Cash Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.

ARTICLE IX.
ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS

Section 1.1Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article 9 the Administrator will equitably adjust the terms of the Plan and each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include (i) adjusting the number and type of securities subject to each outstanding Award and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article 5 hereof on the maximum number and kind of shares that may be issued); (ii) adjusting the terms and conditions of (including the grant or exercise price), and the performance goals or other criteria included in, outstanding Awards; and (iii) granting new Awards or making cash payments to Participants. The adjustments provided under this Section 9.1 will be nondiscretionary and final and binding on all interested parties, including the affected Participant and the Company; provided, that the Administrator will determine whether an adjustment is equitable.

Section 1.2Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation, split-up, spin off, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:

(a)To provide for the termination of any such Award in exchange for an amount of cash and/or other property with a value equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 9.2 the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment);

(b)To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases, as determined by the Administrator;

(c)To make adjustments in the number and type of Shares of the Company’s stock (or other securities or property) subject to outstanding Awards, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in the future;

(d)To provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement;

(e)To replace such Award with other rights or property selected by the Administrator; and/or

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(f)To provide that the Award cannot vest, be exercised or become payable after such event;

provided, however, that, unless otherwise provided in an applicable Award Agreement or other written agreement entered into between the Company and a Participant, if a Change in Control occurs and a Participant’s Awards are not continued, converted, assumed, or replaced in accordance with subsections (b) or (e) above, such Awards shall become fully vested and exercisable, and all forfeiture, repurchase and other restrictions on such awards shall lapse immediately prior to such Change in Control; provided, further, that, with respect to Awards subject to performance-based vesting, the number of Shares subject to any such Award that becomes vested pursuant to this proviso shall be determined based on (i) target performance pro-rated based on the number of days elapsed in the applicable performance period through the date of the Change in Control over the total number of days in the applicable performance period or (ii) actual performance through the applicable performance period through the date of the Change in Control with the applicable performance goals, to the extended possible, adjusted to reflect the truncated performance period, whichever results in the greatest number of vested Shares.

Section 1.3Administrative Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or the share price of Common Stock (including any Equity Restructuring, Change in Control or any securities offering or other similar transaction) or for reasons of administrative convenience or to facilitate compliance with any Applicable Laws, the Company may refuse to permit the exercise or settlement of one or more Awards for such period of time as the Company may determine to be reasonably appropriate under the circumstances.

Section 1.4General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 9.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger, consolidation, spinoff, dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Article 9.

ARTICLE X.
PROVISIONS APPLICABLE TO AWARDS

Section 1.1Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. Any permitted transfer of an Award hereunder shall be without consideration, except as required by applicable law. References to a Participant, to the extent relevant in the context, will include references to a transferee approved by the Administrator.

Section 1.2Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain such terms and conditions as are not inconsistent with those set forth in the Plan.

Section 1.3Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.

Section 1.4Changes in Participant’s Status. The Company will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable. Except to the extent otherwise required by Applicable Law or expressly authorized by the Company or by the Company’s written policy on leaves of absence, no service credit shall be given for vesting purposes for any period the Participant is on a leave of absence.

Section 1.5Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes (or such other rate as may be determined by the Company after considering any accounting consequences or costs, but which shall in no event exceed, and may be less than, the maximum statutory withholding rates) from any payment of any kind otherwise due to a Participant. Subject to any Company insider trading policy (including blackout periods) and the terms of the applicable Award Agreement, Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made payable to the order of the Company, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares delivered by

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attestation and Shares retained from the Award creating the tax obligation, valued at their Fair Market Value on the date of delivery (or such other date determined by the Administrator), (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Administrator otherwise determines, (A) delivery (including telephonically to the extent permitted by the Administrator) of a notice that the Participant has placed a market sell order with a broker acceptable to the Administrator with respect to Shares then issuable upon exercise of the Award and that the broker has been directed to deliver promptly to the Company funds sufficient to satisfy the tax obligations, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Administrator to deliver promptly to the Company an amount sufficient to satisfy the tax withholding by cash, check or wire transfer of immediately available funds; provided, that such amount is paid to the Company at such time as may be required by the Administrator, (iv) to the extent permitted by the Administrator, delivery of a promissory note or any other lawful consideration, or (v) any combination of the foregoing payment forms approved by the Administrator. If any tax withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.

Section 1.6Amendment of Award; Prohibition on Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, changing the exercise or settlement date, converting an Incentive Stock Option to a Nonqualified Stock Option and providing for cash settlement of an outstanding Award. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the economic benefits to be delivered under the Award as of the date of such amendment, modification or termination, or (ii) the change is permitted under Article 9 or pursuant to Sections 11.5 or 11.6. Other than pursuant to Sections 9.1 and 9.2, the Administrator shall not without the approval of the Company’s stockholders (a) lower the exercise price per Share of an Option or Stock Appreciation Right after it is granted, (b) cancel an Option or Stock Appreciation Right when the exercise price per Share exceeds the Fair Market Value of one Share in exchange for cash or another Award, or (c) take any other action with respect to an Option or Stock Appreciation Right that the Company determines would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed.

Section 1.7Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Company determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.

Section 1.8Award Vesting Limitations. Notwithstanding any other provision of the Plan to the contrary, but subject to Sections 9.1 and 9.2 of the Plan, Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted; provided, however, that, notwithstanding the foregoing, the minimum vesting requirement of this Section 10.8 shall not apply to: (a) any Substitute Awards, (b) any Awards delivered in lieu of fully-vested cash based awards or payments, (c) any Awards to a non-employee Director for which the vesting period runs from the date of one annual meeting of the Company’s stockholders to the next annual meeting of the Company’s stockholders, or (d) any other Awards granted by the Administrator from time to time that result in the issuance of an aggregate of up to 5% of the shares available for issuance under Section 5.1 as of the Effective Date. Nothing in this Section 10.8 shall preclude the Administrator from taking action, in its sole discretion, to accelerate the vesting of any Award in connection with or following a Participant’s death, Disability, Termination of Service (other than for Cause) or, subject to Section 9.2, the consummation of a Change in Control.

Section 1.9Fractional Shares. No fractional shares of Stock shall be issued and the Company shall determine, in its sole and absolute discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding down.

ARTICLE XI.
MISCELLANEOUS

Section 1.1No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the right to continue employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.

Section 1.2No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Company otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in

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connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on any share certificate or book entry to reference restrictions applicable to the Shares (including, without limitation, restrictions applicable to Restricted Stock).

Section 1.3Effective Date and Term of Plan. Original Plan was effective April 18, 2017. This Plan will become effective on the date it is approved by the Company’s stockholders (the “Effective Date”). The Plan will expire on, and no Award may be granted pursuant to the Plan after the tenth (10th) anniversary of the Effective Date, but Awards previously granted may extend beyond that date and shall remain in force according to the terms of the Plan and the applicable Award Agreement. If the Plan, as amended and restated in the form of this Farmer Bros. Co. Amended and Restated 2017 Long-Term Incentive Plan is not approved by the Company’s stockholders, then it will not become effective and the Original Plan will remain in full force and effect as originally adopted.

Section 1.4Amendment of Plan. The Board or the Compensation Committee of the Board may amend, suspend or terminate the Plan at any time and from time to time; provided that (a) no amendment requiring stockholder approval to comply with Applicable Laws shall be effective unless approved by the Board and the Company’s stockholders, and (b) no amendment, other than an increase to the Overall Share Limit, may materially and adversely affect the economic benefits to be delivered under any outstanding Award as of the date of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.

Section 1.5Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

Section 1.6Section 409A.

(a)General. The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend the Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt the Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 11.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.

(b)Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a Participant’s Termination of Service will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the Participant’s Termination of Service. For purposes of the Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”

(c)Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Company determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.

(d)Dividend Equivalents. Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from any Award(s) to which such Dividend Equivalents relate, and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A.

Section 1.7Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan and any Award granted or awarded to any Participant who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 under the Exchange Act or any successor rule) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

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Section 1.8Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a Director, officer or other Employee of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, Director, officer or other Employee of the Company or any Subsidiary. The Company will indemnify and hold harmless each Director, officer or other Employee of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Company’s approval) arising from any act or omission concerning the Plan unless arising from such person’s own fraud or bad faith; provided, that he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf.

Section 1.9Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 11.9 in writing, without cost, by contacting the local human resources representative. The Company may cancel Participant’s ability to participate in the Plan and, in the Company’s sole discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 11.9. For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.

Section 1.10Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void

Section 1.11Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary), the Plan will govern, unless such Award Agreement or other written agreement was approved by the Administrator and expressly provides that a specific provision of the Plan will not apply.

Section 1.12Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding the choice-of-law principles of the State of Delaware and any other state requiring the application of a jurisdiction’s laws other than the State of Delaware.

Section 1.13Clawback Provisions. All Awards (including the gross amount of any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to recoupment by the Company to the extent required to comply with Applicable Laws or any policy of the Company providing for the reimbursement of incentive compensation.

Section 1.14Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings, will control.

Section 1.15Conformity to Applicable Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in a manner intended to conform with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.

Section 1.16Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary, except as expressly provided in writing in such other plan or an agreement thereunder.

Section 1.17Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 10.5: (a) any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as

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soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.

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