(a)

If the Participant has no vested interest in his Account upon the occurrence of his Settlement Date or his vested interest in his Account as of the date of distribution does not exceed $1,000, resulting in the distribution or deemed distribution to the Participant of his entire vested interest in his Account, the non-vested balance in the Participant’s Employer Contributions Sub-Account shall be forfeited and his Account closed as of (i) the Participant’s Settlement Date, if the Participant has no vested interest in his Account and is therefore deemed to have received distribution on that date, or (ii) the date actual distribution is made to the Participant.

(b)

If the Participant’s vested interest in his Account exceeds $1,000 and the Participant is eligible for and consents in writing to a single sum payment of his vested interest in his Account, the non-vested balance in the Participant’s Employer Contributions Sub-Account shall be forfeited and his Account closed as of the date the single sum payment occurs, provided that such distribution is made because of the Participant’s Settlement Date. A distribution is deemed to be made because of a Participant’s Settlement Date if it occurs prior to the end of the second Plan Year beginning on or after the Participant’s Settlement Date.

(c)

If neither paragraph (a) nor paragraph (b) is applicable, the non-vested balance in the Participant’s Employer Contributions Sub-Account shall continue to be held in such Sub-Account and shall not be forfeited until the last day of the 5-year period beginning on his Settlement Date, provided that the Participant is not reemployed by an Employer or a Related Employer prior to that date.

14.4

Treatment of Forfeited Amounts

Except as otherwise provided below with respect to pre-2015 Profit Sharing forfeitures, Whenever the non-vested balance of a Participant’s Employer Contributions Sub-Account is forfeited during a Plan Year in accordance with the provisions of the preceding Section, the amount of such forfeiture shall be applied against the Employers’ contribution obligations or against Plan expenses, as directed by the Administrator.

Pre-2015 Profit Sharing Forfeitures: Solely with respect to a forfeiture which arises before January 1, 2015 and is attributable to a Profit Sharing Contribution, such forfeiture shall be allocated as of December 31 of the Plan Year following the Plan Year in which it arises (the “allocation Plan Year”) among the Accounts of Participants who are Eligible Employees with respect to Profit Sharing Contributions during such “allocation Plan Year” and have met the allocation requirements for Profit Sharing Contributions described in Article VI for such “allocation Plan Year.” Any such forfeited amounts shall be allocated in the ratio which an eligible Participant’s Compensation for the “allocation Plan Year” (as modified by Section 6.2) bears to the aggregate of such modified Compensation for all such eligible Participants. Any such allocation shall be made after the allocation of any Profit Sharing Contribution for the “allocation Plan Year” is made or the Sponsor determines that no Profit Sharing Contribution will be made for the “allocation Plan Year.” Forfeitures credited to a Participant’s Account under this paragraph shall be credited to his Profit Sharing Contributions Sub-Account. A Participant’s vested interest in amounts attributable to forfeitures allocated to his Profit Sharing Contributions Sub-Account under this paragraph shall be determined under the vesting schedule otherwise applicable to such Sub-Account pursuant to Article VI.

14.5

Recrediting of Forfeited Amounts

A former Participant who forfeited the non-vested portion of his Employer Contributions Sub-Account in accordance with the provisions of paragraph (a) or (b) of Section 14.3 and who is reemployed by an Employer or a Related Employer shall have such forfeited amounts recredited to a new Account in his name, without adjustment for interim gains or losses experienced by the Trust, if:

(a)

he returns to employment with an Employer or a Related Employer before the end of the 5-year period beginning on his Settlement Date; and

(b)

if he received actual distribution of his vested interest in his Account, he repays to the Plan the full amount of such distribution that is attributable to Employer Contributions before the end of the 5-year period beginning on the date he is reemployed.

Funds needed in any Plan Year to recredit the Account of a Participant with the amounts of prior forfeitures in accordance with the preceding sentence shall come first from forfeitures of Employer Contributions (other than pre-2015 Profit Sharing forfeitures described in the preceding Section) that arise during such Plan Year, and then from Trust income earned in such Plan Year, to the extent that it has not yet been allocated among Participants’ Accounts as provided in Article XI, with each Trust Fund being charged with the amount of such income proportionately, unless his Employer chooses to make an additional Employer Contribution, and shall finally be provided by his Employer by way of a separate Employer Contribution.

ARTICLE XV

DISTRIBUTIONS

15.1

Distributions to Participants

Subject to the provisions of Section 15.3, a Participant whose Settlement Date occurs shall receive distribution of his vested interest in his Account in the form provided under Article XVI beginning as soon as reasonably practicable following his Settlement Date or the date his application for distribution is filed with the Administrator, if later.

15.2

Distributions to Beneficiaries

Subject to the provisions of Section 15.3, if a Participant dies prior to his Benefit Payment Date, his Beneficiary shall receive distribution of the Participant’s vested interest in his Account in the form provided under Article XVI beginning as soon as reasonably practicable following the date the Beneficiary’s application for distribution is filed with the Administrator. If distribution is to be made to a Participant’s Spouse, it shall be made available within a reasonable period of time after the Participant’s death that is no less favorable than the period of time applicable to other distributions.

If a Participant dies after the date distribution of his vested interest in his Account begins under this Article, but before his entire vested interest in his Account is distributed, his Beneficiary shall receive distribution of the remainder of the Participant’s vested interest in his Account beginning as soon as reasonably practicable following the Participant’s date of death.

15.3

Code Section 401(a)(9) Requirements

The provisions of this Section take precedence over any inconsistent provision of the Plan; provided, however, that the provisions of this Section are not intended to create additional forms of payment that are not otherwise provided under Article XVI.

All distributions required under this Section shall be determined and made in accordance with Code Section 401(a)(9) and the minimum distribution incidental benefits requirements of Code Section 401(a)(9)(G).

(a)

A Participant’s vested interest in his Account shall be distributed, or begin to be distributed to the Participant no later than the Participant’s Required Beginning Date. Following the Participant’s Required Beginning Date, the minimum amount that will be distributed for each “distribution calendar year”, up to and including the “distribution calendar year” that includes the Participant’s date of death, is the lesser of:

(i)

the quotient obtained by dividing the Participant’s “mrd account balance” by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9, Q & A-2 of the Treasury 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 a “distribution calendar year” is the Participant’s Spouse, the quotient obtained by dividing the Participant’s “mrd account balance” by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9, Q & A-3 of the Treasury Regulations, using the Participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the “distribution calendar year”.

(b)

If a Participant dies on or after his Required Beginning Date, but before his vested interest in his Account has been distributed in full, the remainder of the Participant’s vested Account balance shall be distributed to the Participant’s Beneficiary in a single sum payment as soon as reasonably practicable following the Participant’s death. The minimum amount that will be distributed to a Participant’s Beneficiary for each “distribution calendar year” following the year in which the Participant’s death occurs is:

(i)

If the Participant’s Beneficiary is a “designated beneficiary”, the quotient obtained by dividing the Participant’s “mrd account balance” by the longer of:

(A)

the remaining life expectancy of the Participant, calculated using the age of the Participant in the year of death, reduced by one for each subsequent year or

(B)

the remaining life expectancy of the “designated beneficiary”, calculated as provided in (1) or (2) below, as applicable.

(1)

If the Participant’s Spouse is his sole “designated beneficiary”, the Spouse’s remaining life expectancy is calculated for each “distribution calendar year” using the surviving Spouse’s age as of the Spouse’s birthday during that calendar year. For “distribution calendar years” after the year of the surviving Spouse’s death, the remaining life expectancy 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 year.

(2)

If the Participant’s Spouse is not the sole “designated beneficiary”, the “designated beneficiary’s” remaining life expectancy is calculated for each “distribution calendar year” using his age in the calendar year following the Participant’s death, reduced by one for each subsequent year.

(ii)

If the Participant’s Beneficiary is not a “designated beneficiary” (determined as of September 30 of the calendar year following the year of the Participant’s death), the quotient obtained by dividing the Participant’s “mrd account balance” by the Participant’s remaining life expectancy calculated using the age of the Participant in the calendar year of death, reduced by one for each subsequent year.

(iii)

Minimum distribution amounts shall be determined using the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations and the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations.

(c)

If a Participant dies before his Required Beginning Date and before his vested interest in his Account has been distributed in full, the Participant’s vested Account balance shall be distributed to the Participant’s Beneficiary in a single sum payment no later than December 31 of the calendar year which includes the 5th anniversary of the Participant’s death; provided, however, that if the Participant’s Spouse is his sole “designated beneficiary” with respect to all or any portion of the Participant’s vested Account, the Spouse may elect to postpone payment until December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later. The Spouse’s election to defer payment must be made no later than September 30 of the calendar year that contains the 5th anniversary of the Participant’s death.

If the Participant’s Spouse is a sole “designated beneficiary” with respect to all or any portion of the Participant’s interest and the Spouse dies after the Participant but before distribution to the Spouse is made, the rules described above shall be applied with respect to the interest for which the Spouse was the sole “designated beneficiary,” substituting the date of the Spouse’s death for the date of the Participant’s death. A Participant’s Spouse qualifies as the Participant’s sole “designated beneficiary” if she is entitled to the Participant’s entire vested interest in his Account or his entire vested interest in a segregated portion of the Participant’s Account and no other “designated beneficiary” is entitled to any portion of that interest unless the Spouse dies prior to receiving full distribution of that interest.

(d)

For purposes of this Section the following terms have the following meanings:

(i)

A Participant’s “designated beneficiary” means the individual who is the Participant’s Beneficiary under Article XVII of the Plan and is the designated beneficiary under Code Section 401(a)(9) and Treasury Regulations Section 1.401(a)(9)-4.

(ii)

A “distribution calendar year” means a calendar year for which a minimum payment is required. The first year for which a minimum payment is required depends on whether distribution begins before or after the Participant’s death. If distribution begins 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. If distribution begins after the Participant’s death, the first “distribution calendar year” is the calendar year in which distributions are required to begin under paragraph (c) of this Section.

The required minimum payment for the Participant’s first “distribution calendar year” must be made on or before the Participant’s Required Beginning Date. The required minimum payment for other “distribution calendar years,” including the required minimum payment for the “distribution calendar year” in which the Participant’s Required Beginning Date occurs, must be made on or before December 31 of that “distribution calendar year.”

(iii)

A Participant’s “mrd account balance” means the Participant’s Account balance as of the last Valuation Date in the calendar year immediately preceding the “distribution calendar year” (the “valuation calendar year”), adjusted as follows:

(A)

Such Account balance shall be increased by the amount of any contributions made and allocated or forfeitures allocated to the Account balance as of dates in the “valuation calendar year” after the Valuation Date.

(B)

Such Account balance shall be 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.”

15.4

Cash Outs and Participant Consent

Notwithstanding any other provision of the Plan to the contrary, if a Participant’s vested interest in his Account does not exceed $1,000, distribution of such vested interest shall be made to the Participant in a single sum payment or through a direct rollover, as described in Article XVI, as soon as reasonably practicable following his Settlement Date.

If a Participant has no vested interest in his Account on his Settlement Date, he shall be deemed to have received distribution of such vested interest on his Settlement Date.

If a Participant’s vested interest in his Account exceeds $1,000, distribution shall not commence to such Participant prior to his Required Beginning Date without the Participant’s written consent.

15.5

Required Commencement of Distribution

Notwithstanding any other provision of the Plan to the contrary, distribution of a Participant’s vested interest in his Account shall commence to the Participant no later than his Required Beginning Date.

A Participant who does not make application for his benefit to commence as of an earlier date shall be deemed to have elected to postpone distribution hereunder until his Required Beginning Date.

15.6

Reemployment of a Participant

If a Participant whose Settlement Date has occurred is reemployed by an Employer or a Related Employer, he shall lose his right to any distribution or further distributions from the Trust arising from his prior Settlement Date and his interest in the Trust shall thereafter be treated in the same manner as that of any other Participant whose Settlement Date has not occurred.

15.7

Restrictions on Alienation

Except as provided in Code Section 401(a)(13) (relating to qualified domestic relations orders), Code Section 401(a)(13)(C) and (D) (relating to offsets ordered or required under a criminal conviction involving the Plan, a civil judgment in connection with a violation or alleged violation of fiduciary responsibilities under ERISA, or a settlement agreement between the Participant and the Department of Labor in connection with a violation or alleged violation of fiduciary responsibilities under ERISA), Treasury Regulations Section 1.401(a)-13(b)(2) (relating to Federal tax levies and judgments), or as otherwise required by law, no benefit under the Plan at any time shall be subject in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process; and no person shall have power in any manner to anticipate, transfer, assign (either at law or in equity), alienate or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way encumber his benefits under the Plan, or any part thereof, and any attempt to do so shall be void.

15.8

Facility of Payment

If the Administrator finds that any individual to whom an amount is payable hereunder is incapable of attending to his financial affairs because of any mental or physical condition, including the infirmities of advanced age, such amount may, in the discretion of the Administrator, be paid to such individual’s court appointed guardian or to another person with a valid power of attorney. The Trustee shall make such payment only upon receipt of written instructions to such effect from the Administrator. Any such payment shall be charged to the Account from which the payment would otherwise have been paid to the individual found incapable of attending to his financial affairs and shall be a complete discharge of any liability therefor under the Plan.

If distribution is to be made to a minor Beneficiary, the Administrator may, in its discretion, pay the amount to a duly qualified guardian or other legal representative, to an adult relative under the applicable state Uniform Gifts to Minors Act, as custodian, or to a trust that has been established for the benefit of the minor. Any such payment shall be charged to the Account from which the payment would otherwise have been paid to the minor and shall be a complete discharge of any liability therefor under the Plan.

15.9

Inability to Locate Payee and Non-Negotiated Checks

If any benefit becomes payable to any person, or to the executor or administrator of any deceased person (the “payee”), and if either (i) the payee does not satisfy the administrative requirements for distribution as of the date distribution is required to be made under the Plan, or (ii) the payee or his executor or administrator does not present himself to the Administrator within a reasonable period after the Administrator mails written notice of his eligibility to receive a distribution hereunder to his last known address and makes such other diligent effort to locate the person as the Administrator determines, such as (1) providing a distribution notice to the lost Participant at his/her last known address by certified mail, (2) checking the records of the Employer or any related plans of the Employer, (3) sending an inquiry to the designated Beneficiary of the missing Participant, or (4) using a commercial locater service, the internet or other general search method, that benefit will be forfeited. However, if the payee later files a claim for that benefit, the benefit will be restored.

If a distribution check has been issued and is outstanding for more than 180 days and the Administrator has been unable to locate the payee after diligent efforts have been made to do so, then except as specifically directed by the Administrator, the amount of the check shall be re-deposited to the Plan and forfeited. However, if the payee is subsequently located, the check amount will be restored to an Account established on the payee’s behalf, without adjustment for investment gains or losses since the date of issuance.

Any amount forfeited under this Section shall be applied against the Employer Contribution obligations or against Plan expenses, as directed by the Administrator.

15.10

Distribution Pursuant to Qualified Domestic Relations Orders

Notwithstanding any other provision of the Plan to the contrary, if a qualified domestic relations order so provides, distribution may be made to an alternate payee pursuant to a qualified domestic relations order, as defined in Code Section 414(p), regardless of whether the Participant’s Settlement Date has occurred or whether the Participant is otherwise entitled to receive a distribution under the Plan. An alternate payee may name his or her own beneficiary to receive any benefits payable in the event of the alternate payee’s death prior to the receipt of all benefits to which the alternate payee was entitled.

ARTICLE XVI

FORM OF PAYMENT

16.1

Applicability

The provisions of this Article shall apply to all Participants and Beneficiaries eligible to receive a distribution under the Plan (including a withdrawal under Article XIII).

16.2

Form of Payment

Distribution shall be made to a Participant, or his Beneficiary, if the Participant has died, in a single sum payment. Notwithstanding the foregoing, a Participant who has reached his Required Beginning Date shall receive distribution in periodic cash payments, made not less frequently than annually, equal to the minimum amount necessary to satisfy the distribution requirements of Code Section 401(a)(9) and regulations issued thereunder until such time as he may elect a single sum cash payment of the remaining vested balance of his Account.

Upon such Participant’s death, the remainder of the Participant’s vested Account balance shall be distributed to the Participant’s Beneficiary in a single sum payment as soon as reasonably practicable following that Participant’s death. In-kind distributions of Employer Stock are permitted only to the extent a Participant’s Account is invested in such stock. A Participant does not otherwise have the right to demand payment of his benefit under the Plan in the form of Employer securities.

Any in kind distribution shall be valued by a third party appraisal.

16.3

Direct Rollover

Notwithstanding any other provision of the Plan to the contrary, in lieu of receiving distribution in a form of payment provided under this Article, a “qualified distributee” may elect in writing, in accordance with rules prescribed by the Administrator, to have a portion or all of any “eligible rollover distribution” paid directly by the Plan to the “eligible retirement plan” designated by the “qualified distributee”. Any such payment by the Plan to another “eligible retirement plan” shall be a direct rollover.

Notwithstanding the foregoing, a “qualified distributee” may not elect a direct rollover with respect to an “eligible rollover distribution” if the total value of the “eligible rollover distributions” expected to be made to the “qualified distributee” for the year is less than

$200 or with respect to a portion of an “eligible rollover distribution” if the value of such portion is less than $500.

For purposes of this Section, the following terms have the following meanings:

(a)

An “eligible retirement plan” with respect to the Participant, the Participant’s Spouse, or the Participant’s former Spouse means any of the following: (i) an individual retirement account described in Code Section 408(a), (ii) an individual retirement annuity described in Code Section 408(b), (iii) an annuity plan described in Code Section 403(a) that accepts rollovers, (iv) a qualified plan described in Code Section 401(a) that accepts rollovers, (v) an annuity contract described in Code Section 403(b) that accepts rollovers, (vi) an eligible plan under Code Section 457(b) that 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 that agrees to separately account for amounts transferred into such plan from the Plan, or (vii) a Roth IRA, as described in Code Section 408A. Effective for rollovers to other plans made after December 18, 2015, an Eligible Retirement Plan will include a SIMPLE IRA plan that accepts rollovers and such rollover does not include a designated Roth account.

An “eligible retirement plan” with respect to any other “qualified distributee” means either an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b) (an “IRA”). Such IRA must be treated as an IRA inherited from the deceased Participant by the “qualified distributee” and must be established in a manner that identifies it as such.

(b)

An “eligible rollover distribution” means any distribution of all or any portion of the balance of a Participant’s Account; provided, however, that an eligible rollover distribution does not include the following:

(i)

any distribution to the extent such distribution is required under Code Section 401(a)(9).

(ii)

any distribution that is one of a series of substantially equal periodic payments made not less frequently than annually for the life or life expectancy of the “qualified distributee” or the joint lives or life expectancies of the “qualified distributee” and the “qualified distributee’s” designated beneficiary, or for a specified period of 10 years or more.

(iii)

any hardship withdrawal made in accordance with the provisions of Article XIII.

(c)

A “qualified distributee” means a Participant, the Participant’s surviving Spouse, the Participant’s Spouse or former Spouse who is an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), or the Participant’s non-Spouse Beneficiary who is his designated beneficiary within the meaning of Code Section 401(a)(9)(E).

16.4

Notice Regarding Form of Payment

Within the 60-day period ending 30 days before a Participant’s Benefit Payment Date, the Administrator shall provide the Participant with a written explanation of his right to defer distribution until his Normal Retirement Date, or such later date as may be provided in the Plan, the consequences to the Participant of electing an immediate distribution of his vested Account balance instead of deferring payment, his right to make a direct rollover, and the form of payment provided under the Plan. Distribution of the Participant’s Account may commence fewer than 30 days after such notice is provided to the Participant if (i) the Administrator clearly informs the Participant of his right to consider his election of whether or not to make a direct rollover or to receive a distribution prior to his Normal Retirement Date for a period of at least 30 days following his receipt of the notice and (ii) the Participant, after receiving the notice, affirmatively elects an early distribution.

16.5

Distribution in the Form of Employer Stock

Notwithstanding any other provision of the Plan to the contrary, to the extent that his vested Account is invested in Employer Stock on the date a distribution (other than a hardship withdrawal under Article XIII) is made, a Participant or Beneficiary receiving such distribution may elect to have it paid in whole shares of Employer Stock (with any fractional shares distributed in cash). Hardship withdrawals shall be made only in cash.

ARTICLE XVII

BENEFICIARIES

17.1

Designation of Beneficiary

Subject to Section 17.2 below (with respect to certain Participants’ Profit Sharing Contributions Sub-Accounts), a Participant’s Beneficiary shall be determined as follows:

An unmarried Participant’s Beneficiary shall be the person or persons designated by such Participant in accordance with rules prescribed by the Administrator. A married Participant’s Beneficiary shall be his Spouse, unless the Participant designates a person or persons other than his Spouse as Beneficiary with his Spouse’s written consent in accordance with rules prescribed by the Administrator. For purposes of this Section, a Participant shall be treated as unmarried and spousal consent shall not be required if the Participant does not have a Spouse at the time of his death. In order for a Beneficiary designation to be valid, it must be filed with the Administrator or its delegate prior to the Participant’s death.

If no Beneficiary has been designated or identified pursuant to the preceding provisions of this Section, or if no Beneficiary survives the Participant, then the Beneficiary under the Plan shall be the deceased Participant’s surviving Spouse or, if there is no surviving Spouse, the Participant’s surviving children in equal shares or, if there are no surviving children, the Participant’s estate. If a Beneficiary dies after becoming entitled to receive a distribution under the Plan but before distribution is made to him in full, and if the Participant or Beneficiary has not designated another Beneficiary to receive the balance of the distribution in that event, the estate of the deceased Beneficiary shall be the Beneficiary as to the balance of the distribution.

17.2

Designation of Beneficiary – Special Rule for Prior Profit Sharing Plan Participants

Notwithstanding Section 17.1 above, in the case of a Participant who was a participant in the Flushing Financial Corporation Stock-Based Profit Sharing Plan (“PSP”) prior to May 1, 2008, and has not made a Beneficiary designation under the Plan on or after May 1, 2008, then solely for purposes of the Participant’s Profit Sharing Contributions Sub- Account (and not for any other Sub-Accounts) the Participant’s Beneficiary shall be determined as follows: The Participant’s Beneficiary for his Profit Sharing Contributions Sub-Account shall be the person(s) designated by the Participant prior to May 1, 2008, as his beneficiary under the PSP, provided such designation was filed with the administrator of the PSP or its delegate prior May 1, 2008. If the Participant did not so designate a beneficiary under the PSP prior to May 1, 2008, or no beneficiary designated by the Participant under the PSP prior to May 1, 2008, survives the Participant, then the Beneficiary for the Participant’s Profit Sharing Contributions Sub-Account shall be the deceased Participant’s surviving Spouse or, if there is no surviving Spouse, the Participant’s surviving children in equal shares or, if there are no surviving children, the Participant’s estate. If a Beneficiary dies after becoming entitled to receive a distribution of a Participant’s Profit Sharing Contributions Sub-Account but before distribution is made to him in full, and if the Participant or Beneficiary has not designated another Beneficiary to receive the balance of the distribution in that event, the estate of the deceased Beneficiary shall be the Beneficiary as to the balance of the distribution.

This Section shall not apply to any Participant who makes a Beneficiary designation under the Plan on or after May 1, 2008, or to any Participant who was not a participant in the PSP.

17.3

Spousal Consent Requirements

Any written consent given by a Participant’s Spouse pursuant to this Article must acknowledge the effect of the action taken, must specify any non-Spouse Beneficiary designated by the Participant and that such Beneficiary may not be changed without the Spouse’s written consent, and must be witnessed by a Plan representative or a notary public. A Participant’s Spouse will be deemed to have given written consent to the Participant’s designation of Beneficiary if the Participant establishes to the satisfaction of a Plan representative that such consent cannot be obtained because the Spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder. Any written consent given or deemed to have been given by a Participant’s Spouse hereunder shall be valid only with respect to the Spouse who signs the consent.

ARTICLE XVIII

ADMINISTRATION

18.1

Authority of the Sponsor and Administrator

The Administrator shall be responsible for the administration of the Plan and, in addition to the powers and authorities expressly conferred upon it in the Plan, shall have all such powers and authorities as may be necessary to carry out the provisions of the Plan, including the power and authority to interpret and construe the provisions of the Plan, to make benefit determinations, to resolve any disputes which arise under the Plan; to establish rules and procedures for the administration of the Plan (including, but not limited to, rules and procedures to be followed by Participants and Beneficiaries applying for benefits under the Plan); to authorize disbursements from the Trust Fund; to select, remove and replace the Investment Funds (other than the Employer Stock Investment Fund); and to receive, review and retain periodic reports of the financial condition of the Trust Fund; provided, however, that the Sponsor shall be the administrator and the plan administrator for purposes of the reporting and disclosure requirements of ERISA and the Code. The Sponsor and the Administrator may each employ such attorneys, agents, and accountants as they may deem necessary or advisable to assist in carrying out their respective duties hereunder. The Sponsor and the Administrator shall each be a “named fiduciary” as that term is defined in ERISA Section 402(a)(2). The Sponsor, by action of its board of directors, may:

(a)

allocate any of its powers, authority, or responsibilities for the operation and administration of the Plan (other than trustee responsibilities as defined in ERISA Section 405(c)(3)) among named fiduciaries, including a committee or person or persons designated by the Sponsor to act as such; and

(b)

designate a committee or person or persons other than a named fiduciary to carry out any of such powers, authority, or responsibilities.

18.2

Discretionary Authority

In carrying out their duties under the Plan, including making benefit determinations, interpreting or construing the provisions of the Plan, making factual determinations, and resolving disputes, the Sponsor and Administrator (or any individual to whom authority has been delegated in accordance with Sections 18.1 or 18.9), shall each have absolute discretionary authority. Any interpretation of Plan provisions and any findings of fact, including eligibility to participate and eligibility for benefits, made by the Sponsor and Administrator (or any named fiduciary to whom the Sponsor has allocated authority to make such interpretations and findings of fact) are final and will not be subject to “de novo” review unless shown to be arbitrary and capricious.

18.3

Action of the Sponsor

Any act authorized, permitted, or required to be taken under the Plan by the Sponsor and which has not been delegated in accordance with Section 18.1, may be taken by action of the board of directors of the Sponsor or by any employee or employees duly empowered to carry out such acts on behalf of the Sponsor. All notices, advice, directions, certifications, approvals, and instructions required or authorized to be given by the Sponsor under the Plan shall be in writing and signed by either (i) a majority of the members of the board of directors (or similar governing body) or by such member or members as may be designated by an instrument in writing, signed by all the members thereof, as having authority to execute such documents on its behalf, or (ii) the employee or employees authorized to act for the Sponsor in accordance with the provisions of this Section.

18.4

Claims Review Procedure

Except to the extent that the provisions of any collective bargaining agreement provide another method of resolving claims for benefits under the Plan, the provisions of this Section shall control whenever a claim for benefits under the Plan is filed by any person (referred to in this Section as the “claimant”) and is denied, in whole or in part. The provisions of this Section shall also control whenever a claimant seeks a remedy under any provision of ERISA or other applicable law in connection with any error regarding his benefit under the Plan and such claim is denied, in whole or in part.

Benefit claim determinations shall be made based on the applicable provisions of the Plan document and any documents of general application that interpret the Plan provisions and are maintained by the Employer or the Administrator for purposes of making benefit determinations. The Administrator shall take such steps as are necessary to ensure and verify that benefit claim determinations are made in accordance with such documents and that the Plan provisions are being applied consistently with respect to similarly situated Claimants. All notices to Claimants will be written in a manner calculated to be understood by the Claimant.

(a)

Exhaustion of Remedies. No civil action for benefits under the Plan will be brought unless and until the Claimant has (1) submitted a timely claim for benefits in accordance with the provisions of this Section; (2) been notified by the Administrator that the claim has been denied; (3) filed a written request for a review of the claim in accordance with the applicable provisions of paragraphs (e) or (f) below; and (4) been notified in writing of an adverse benefit determination on review.

(b)

Grounds for Judicial Review. Any civil action will be based solely on the contentions advanced by the Claimant in the administrative review process, and the judicial review will be limited to the Plan document and the record developed during the administrative review process as set forth in this Section.

(c)

Definition of Disability Benefit. For purposes of this Section, the term “Disability Benefit” means a benefit that is available under the Plan and that becomes payable upon a determination of a Participant’s Disability as determined by the Administrator. The term “Disability Benefit” does not include a benefit that, pursuant to the terms of this Plan, becomes payable upon a determination of a Participant’s Disability as determined either by the Social Security Administration or under the Sponsoring Employer’s long-term disability plan.

(d)

Written Claims. Any claim for benefits by the Claimant (or an authorized representative) must be filed in writing with the Administrator; however, the Administrator may permit the filing of a claim for benefits electronically, so long as the Administrator complies with the standards imposed by DOL Regulation Section 2520.104b-1(c)(1)(i), (iii), and (iv).

(e)

Review of Non-Disability Benefit Claims. The provisions of this paragraph (e) will apply to any claim by a Claimant for a Plan benefit that is not a Disability Benefit (as defined in paragraph (c) above):

(i)

Initial Denial. Whenever the Administrator decides for any reason to deny, in whole or in part, a claim for benefits filed by a Claimant, the Administrator will transmit to the Claimant a written or electronic notice (which electronic notice must comply with the standards imposed by DOL Regulation Section 2520.104b-1(c)(1)(i), (iii), and (iv)) of its decision within 90 days of the date the claim was filed, unless an extension of time is necessary or the Claimant voluntarily agrees to an extension. If special circumstances require an extension, the Administrator will notify the Claimant before the end of the initial review period that additional review time is necessary. The notice for an extension will (A) specify the circumstances requiring a delay and the date that a decision is expected to be made; and (B) describe any additional information needed to resolve any unresolved issues. Unless the Administrator requires additional information from the Claimant to process the claim, the review period cannot be extended beyond an additional 90 days unless the Claimant voluntarily agrees to a longer extension or the Administrator determines that special circumstances require a further extension. If special circumstances require a further extension, the Administrator will notify the Claimant before the end of the extended review period that further additional review time is necessary. The notice will describe the special circumstances requiring a further delay and specify the date a decision is expected to be made. The Administrator cannot extend the review period beyond an additional 90 days unless the Claimant voluntarily agrees to a longer extension. If the Administrator requires additional information from the Claimant to process the claim and a timely notice requesting the additional information is transmitted to the Claimant, the Claimant must provide the additional information by 90 days of the date that the notice is provided, and the review period may be extended accordingly.

(ii)

Notice of Denial. The notice of an adverse benefit determination will be written in a manner calculated to be understood by the Claimant and will contain the following information: (A) the specific reason(s) for the denial; (B) reference to the specific Plan provisions on which the denial is based; (C) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; (D) 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; (E) a description of the Plan’s review (i.e., appeal) procedures, the time limits applicable to such procedures, and in the event of an adverse review decision, a statement describing any voluntary review procedures and the Claimant’s right to obtain copies of such procedures; and (F) a statement that if the Claimant requests a review of the Administrator’s decision and the reviewing fiduciary’s decision on review is adverse to the Claimant, there is no further administrative review following such initial review, and that the Claimant then has a right to bring a civil action under ERISA Section 502(a). The notice will also include a statement advising the Claimant that, within 60 days of the date on which he receives such notice, he may obtain review of the decision of the Administrator in accordance with the procedures in subparagraph (3).

(iii)

Right to Appeal. Within the 60-day period beginning on the date the Claimant receives notice regarding disposition of his claim, the Claimant or his authorized representative may request that the claim denial be reviewed by the reviewing fiduciary, by filing with the Administrator a written request for such review. The written request for such review will contain the following information: (A) the date on which the Claimant’s request was received by the Administrator, provided that the date on which the Claimant’s request for review was in fact received by the Administrator will control in the event that the date of the actual filing is later than the date stated by the Claimant pursuant to this paragraph; (B) the specific portions of the denial of his claim which the Claimant requests the reviewing fiduciary to review; (C) a statement by the Claimant setting forth the basis upon which the Claimant believes the reviewing fiduciary should (i) reverse the previous denial by the Administrator of the Claimant’s claim for benefits, and (ii) accept the Claimant’s claim as made; and (D) any written comments, documents, records, and other information (offered as exhibits) which the Claimant desires the reviewing fiduciary to examine in its consideration of the Claimant’s position, without regard to whether such information was submitted or considered in the initial benefit determination.

(iv)

Review on Appeal. Except as provided in DOL Regulation Section 2560.503-1(i)(1)(ii), within 60 days of the date determined under clause (A) in subparagraph (3) (or, if special circumstances require an extension, within 120 days of that date if an extension notice is furnished to the Claimant within the initial 60-day period, indicating the special circumstances requiring an extension of time and the date by which the Plan expects to render the determination on review), the reviewing fiduciary will conduct a full and fair review of the Administrator’s decision denying the Claimant’s claim for benefits and will render its written decision on review to the Claimant. The review will take 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. The reviewing fiduciary’s decision on review will be written in a manner calculated to be understood by the Claimant and will contain the following information: (A) the specific reasons for the denial on review; (B) reference to specific Plan provisions on which the denial is based; (C) 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; (D) a statement describing any voluntary review procedures and the Claimant’s right to obtain copies thereof; and (E) a statement that the Claimant has a right to bring a civil action under ERISA Section 502(a).

(f)

Review of Disability Benefit Claims. The provisions of this paragraph (f) will apply to any claim by a Claimant for a Plan benefit that is a Disability Benefit (as defined in paragraph (c) above).

(i)

Initial Denial. Whenever the Administrator decides for any reason to deny, in whole or in part, a claim for a Disability Benefit filed by a Claimant, the Administrator will transmit to the Claimant a written or electronic notice (which electronic notice must comply with the standards imposed by DOL Regulation Section 2520.104b-1(c)(1)(i), (iii), and (iv)) of its decision within 45 days of the date the claim was filed, unless an extension of time is necessary or the Claimant voluntarily agrees to an extension. If, prior to the expiration of the initial 45-day period, the Administrator determines that a decision cannot be rendered within that initial 45-day period due to matters beyond the control of the Plan, the Administrator will provide a notice to the Claimant before the end of the 45-day review period that a 30-day extension of time is necessary. If, prior to the end of the first 30-day extension period, the Administrator determines that a decision cannot be rendered within that first 30-day extension period due to matters beyond the control of the Plan, the Administrator will provide a notice to the Claimant before the end of the first 30-day extension period that an additional 30-day extension of time is necessary. Any notice of an extension of time will (A) specify the circumstances requiring the extension of time and the date a decision is expected to be rendered; (B) explain the standards on which entitlement to a Disability Benefit is based; (C) state the unresolved issues that prevent a decision on the claim; and (D) describe any additional information needed to resolve those issues. If the Administrator requires additional information from the Claimant to process the claim for a Disability Benefit and a timely notice requesting the additional information is transmitted to the Claimant, the Claimant must provide the additional information by 45 days of the date that the notice is provided, and the review period may be extended accordingly.

The notice requesting additional information may also serve as notice of a claim denial if the notice clearly states that unless the Claimant provides the requested information within the prescribed time period, the claim will be denied for failure to provide sufficient information. A combined notice must provide both the information described above and the information under Notice of Denial below. If additional information is required from the Claimant, the Administrator has discretion to decide whether to request the information and extend the initial review period as described in this section or, instead, to deny the claim on the basis that there is not sufficient information to proceed.

(ii)

Notice of Denial. The notice of an adverse determination for a Disability Benefit will be written in a manner and will contain (A) the specific reasons for the denial of the claim; (B) reference to the specific Plan provisions on which the denial is based; (C) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; (D) 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; (E) either (1) if the claim denial is based on an internal rule, guideline, protocol, or other similar provision, a copy of the specific rule, guideline, protocol, or other similar criterion relied upon, or (2) an affirmative statement that the claim denial is not based on an internal rule, guideline, protocol, or other similar criterion; (F) if the claim denial is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the Claimant’s medical circumstances, or a statement that such explanation is available upon request, free of charge; (G) a discussion of the decision, including an explanation for disagreeing with or not following (1) the views presented by the Claimant, of health care professionals who treated the Claimant and vocational professionals who evaluated the Claimant, (2) the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the adverse benefit determination, without regard to whether the advice was relied on in making the determination, and (3) any Disability determinations made by the Social Security Administration; (H) a description of the review (i.e., appeal) procedures, the time limits applicable to such procedures, and in the event of an adverse review decision, a statement describing any voluntary review procedures and the Claimant’s right to obtain copies of such procedures; and (I) a statement that if the Claimant requests a review of the Administrator’s decision and the reviewing fiduciary’s decision on review is adverse to the Claimant, that there is no further administrative review following such initial review, and that the Claimant then has a right to bring a civil action under ERISA Section 502(a). The notice will also include a statement advising the Claimant that, within 180 days of the date he receives such notice, he may obtain review of the decision of the Administrator in accordance with the procedures in subparagraph (3) below.

(iii)

Right to Appeal. Within the 180-day period beginning on the date the Claimant receives notice regarding disposition of his claim, the Claimant or his authorized representative may request that the claim denial be reviewed by the reviewing fiduciary, by filing with the Administrator a written request for such review. The written request for such review will contain the following information: (A) the date on which the Claimant’s request was received by the Administrator provided that the date on which the Claimant’s request for review was in fact received by the Administrator will control in the event that the date of the actual filing is later than the date stated by the Claimant pursuant to this paragraph; (B) the specific portions of the denial of his claim which the Claimant requests the reviewing fiduciary to review; (C) a statement by the Claimant setting forth the basis upon which the Claimant believes the reviewing fiduciary should (i) reverse the previous denial by the Administrator of the Claimant’s claim for benefits, and (ii) accept the Claimant’s claim as made; and (D) any written comments, documents, records, and other information (offered as exhibits) which the Claimant desires the reviewing fiduciary to examine in its consideration of Claimant’s position, without regard to whether such information was submitted or considered in the initial benefit determination.

(iv)

Review by Alternate Fiduciary. Review of a Disability Benefit claim that has been denied in accordance with subparagraphs (1) and (2) above will be conducted by a reviewing fiduciary who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor the subordinate of such individual. The review will not afford deference to the initial adverse benefit determination, but will take 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. If the adverse benefit determination was based on a medical judgment, the reviewing fiduciary will consult with an appropriate health care professional who (A) was not consulted on the original adverse benefit determination, (B) is not subordinate to someone who was consulted on the original adverse benefit determination, and (C) has appropriate training and experience in the field of medicine involved in the medical judgment. The reviewing fiduciary will either (1) provide the Claimant with a list of any medical or vocational experts whose advice was obtained on the original adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination or (2) notify the Claimant that he or she may request, in writing, a list of such experts.

(v)

Review on Appeal. Except as provided in DOL Regulation Section 2560.503-1(i)(3)(ii), within 45 days of the date determined under clause (A) in subparagraph (3) (or, if special circumstances require an extension, within 90 days of that date; provided that an extension notice is furnished to the Claimant within the initial 45-day period, which extension notice will indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the determination on review), the reviewing fiduciary will conduct a full and fair review of the Administrator’s decision denying the Claimant’s claim for benefits and will render its written decision on review to the Claimant. If the reviewing fiduciary anticipates denying the Claimant’s appeal, whether in whole or in part, based on new or additional evidence or a new or additional rationale, the reviewing fiduciary must provide the Claimant with (i) the new or additional evidence considered, relied upon, or generated by or at the direction of the Plan, the insurer, the reviewing fiduciary, or any other person making the benefit determination and/or (ii) the new or additional rationale for the determination. The information must be provided free of charge and as soon as possible to provide the Claimant a reasonable opportunity to review the information and submit a response before the reviewing fiduciary is required to render its decision. The review will take 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. The reviewing fiduciary’s decision will be provided in a culturally and linguistically appropriate manner and contain the following information: (A) the specific reason(s) for the denial on review; (B) reference to specific Plan provisions on which the denial is based; (C) 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; (D) either (1) if the claim denial is based on an internal rule, guideline, protocol, or other similar criterion, either the specific rule, guideline, protocol, or other similar criterion or a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol, or other similar criterion is available upon request, free of charge or (2) an affirmative statement that the claim denial is not based on an internal rule, guideline, protocol, or other similar criterion; (E) if the claim denial is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the Claimant’s medical circumstances, or a statement that such explanation is available upon request, free of charge; (F) a discussion of the decision, including an explanation for disagreeing with or not following (1) the views presented by the Claimant, of health care professionals who treated the Claimant and vocational professionals who evaluated the Claimant; (2) the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the adverse benefit determination, without regard to whether the advice was relied on in making the determination; and (3) any Disability determinations made by the Social Security Administration; (G) a statement describing any voluntary review procedures and the Claimant’s right to obtain copies of such procedures; and (H) a statement that the Claimant has a right to bring a civil action under ERISA Section 502(a).

18.5

Exhaustion of Remedies

No civil action for benefits under the Plan shall be brought unless and until the aggrieved person has (a) submitted a timely claim for benefits in accordance with this Article, (b) been notified by the Administrator that the claim has been denied (or such claim is deemed denied), (c) filed a written request for a review of the claim in accordance with this Article, (d) been notified in writing of an adverse benefit determination on review, and (e) filed the civil action within 1 year of the date he receives a final adverse determination of his claim on review.

18.6

Grounds for Judicial Review

Any civil action by an aggrieved person shall be based solely on the contentions advanced by the aggrieved person in the administrative review process and the judicial review will be limited to the Plan document and the record developed during the administrative review process.

18.7

Qualified Domestic Relations Orders

The Sponsor shall establish reasonable procedures to determine the status of domestic relations orders and to administer distributions under domestic relations orders which are deemed to be qualified orders. Such procedures shall be in writing and shall comply with the provisions of Code Section 414(p) and regulations issued thereunder.

18.8

Correction of Erroneous Payments and Overpayments

If payment is made from the Plan to any individual to whom no payment should have been made or the amount paid to an individual exceeds the amount to which such individual is entitled under the Plan, the Plan has an equitable lien on the erroneous payment or the overpayment. The Administrator will correct the erroneous payment or the overpayment in accordance with the requirements of the Employee Plans Compliance Resolution System (EPCRS) program.

18.9

Employee Benefits Committee

There shall be an Employee Benefits Committee (“Committee”), consisting of one or more individuals appointed by the Sponsor, which shall be the Administrator for purposes of the Plan. Any member of the Committee may resign from the Committee upon at least 60 days’ prior written notice to the Sponsor (or such shorter period as may be acceptable to the Sponsor) and may be removed from the Committee at any time by the Sponsor. Unless otherwise provided by the Sponsor, any member of the Committee who is an Employee of an Employer or a Related Employer shall be automatically removed as a member of the Committee upon his termination of service as an Employee.

If more than two members of the Committee are in office, the Committee shall act by a majority of its members at the time in office, and such action may be taken either by a vote at a meeting or in writing without a meeting. However, if less than three members are in office, the Committee shall act only upon the unanimous consent of its members.

The Committee may authorize in writing any person to execute any document or documents on its behalf, and any interested person, upon receipt of notice of such authorization directed to it, may thereafter accept and rely upon any document executed by such authorized person until the Committee shall deliver to such interested person a written revocation of such authorization.

The Committee shall have the power to delegate fiduciary responsibilities (other than trustee responsibilities defined under ERISA Section 405(c)(3)) to one or more persons who are not members of the Committee and to allocate its fiduciary responsibilities among its members.

18.10

Actions Binding

Subject to the provisions of Section 18.4, any action taken by the Sponsor or the Administrator which is authorized, permitted, or required under the Plan shall be final and binding upon the Employers, the Trustee, all persons who have or who claim an interest under the Plan, and all third parties dealing with the Employers or the Trustee.

18.11

Disaster Relief Policy

The Plan may, pursuant to a written policy established by the Administrator, grant temporary disaster relief to affected Participants pursuant to any applicable statute enacted by the government of the United States or pursuant to any applicable guidance promulgated by an authorized department or agency of the government of the United States. Such administrative policy may include, but will not be limited to, provisions which, to the extent permitted by law, (a) increase the statutory limits on, delay the repayment of, and/or waive the adequate security requirement for, Participant loans; (b) permit the Plan to disregard any procedural requirements, including the consent of the Participant’s Spouse, if any, so long as the Administrator makes a good faith effort under the circumstances to comply with the requirements and makes a reasonable attempt to assemble any required documentation as soon as practical thereafter; and/or (c) permits the re-contribution by Participants of prior disaster distributions to the Plan.

In order to make a loan or distribution (including a hardship distribution), a qualified plan must contain language authorizing such loan or distribution. For this purpose, a “qualified plan” means a plan or contract meeting the requirements of Code Section 401(a), 403(a) or 403(b), and for purposes of hardship relief, that could, if it contained enabling language, make hardship distributions. All loans must meet the requirements of Code Section 72(p). Plans wishing to make a loan or distribution that do not contain such language must be amended no later than the date promulgated by official notice or announcement and must make a reasonable attempt to assemble any forgone documentation that would be normally required for such loans or distributions.

ARTICLE XIX

AMENDMENT AND TERMINATION

19.1

Amendment by the Mass Submitter

Subject to the requirements and limitations set forth in this Article, the Mass Submitter may amend any part of the Basic Plan Document. For purposes of this Plan, the Mass Submitter is Document Agility, Inc.

19.2

Amendment by Plan Sponsor

Subject to the provisions of Section 19.4, the Sponsor may at any time and from time to time amend the Plan, either prospectively or retroactively. Any such amendment shall be made by means of a written instrument executed in the name of the Sponsor by its duly authorized representatives. Subject to the requirements and limitations set forth herein, the Sponsor can amend the Plan in the following manner without affecting the Plan’s status as a Pre-Approved Defined Contribution Plan: (1) changing any optional selections under the Plan, including any effective date of a provision as permitted under the Plan; (2) adding additional language where authorized under the Plan, including language necessary to satisfy Code Section 415 or Code Section 416 due to the required aggregation of multiple plans; (3) changing the addendums to the Plan from time to time without having to re-execute the Plan; (4) adopting any model, sample and/or “good faith” amendments promulgated/suggested by the IRS, for which the IRS has provided guidance that their adoption will not cause the Plan to lose reliance on the Opinion Letter and to be treated as an individually designed plan; (5) adopting any amendments that it deems necessary to resolve qualification failures under any Employee Plans Compliance Resolution System (EPCRS) promulgated by the Internal Revenue Service; (6) adopting an amendment to cure a coverage or nondiscrimination testing failure, as permitted under applicable Regulations; and (7) amending administrative provisions of the Plan relating to investments, plan claim procedures, and Employer contact information provided the amended provisions are not in conflict with any other provision of the Plan and do not cause the Plan to fail to qualify under Code Section 401; (8) amending to adjust for limitations provided under Code Section 415, Section 402(g), Section 401(a)(17) and Section 414(q)(1)(B) to reflect annual cost-of-living increases, other than to add automatic cost-of-living adjustments to the plan; and (9) making interim amendment or discretionary amendment that are related to a change in qualification requirements. The ability to amend the Plan as authorized under this Section applies only to the sponsoring Employer that executes the signature page of the Plan. Any amendment to the Plan by the Plan Sponsor under this Section applies to any Affiliated Employer that participates under the Plan as an Adopting Employer. The Plan Sponsor’s amendment of the Plan from one type of defined contribution plan into another type of defined contribution plan will not result in a partial termination or any other event that would require full vesting of some or all Plan Participants. A Plan Sponsor that amends the Plan for any other reason will no longer have reliance on the Opinion Letter, however, in the cases where the Employer is switching from an individually-designed plan or from one Pre-Approved Defined Contribution Plan to another, a list of Code Section 411(d)(6) protected benefits will not be considered an impermissible amendment to the Plan.

19.3

Amendment by Provider

Subject to the requirements and limitations set forth in subparagraphs (a), (b) and (c) below, the Provider may amend any part of the Plan without the consent of the Plan Sponsor or any Adopting Employer and without the necessity of re-execution of the Plan by the Sponsoring Employer. The Provider will provide each Plan Sponsor with a copy of any such amendment either by providing a copy of the amendment, by providing substitute or additional pages, or by providing a restated Plan. For purposes of amendments made by the Provider, the Plan Sponsor can override any such amendment by executing another amendment by the end of the applicable remedial amendment period that applies to such amendment.

(a)

Any Plan amendments adopted by the Provider will amend the Plan on behalf of all adopting Employers (including those Employers who have adopted the Plan prior to such amendment) for changes in the Code, the Regulations, revenue rulings, other statements published by the Internal Revenue Service (including model, sample or other required good faith amendments, but only if their adoption will not cause the Plan to be individually designed), and for corrections of prior approved plans. These amendments will be applied to all Employers who have adopted the Plan.

(b)

The Provider may amend any part of the Plan, however, for purposes of reliance on an Opinion Letter, the Provider will no longer have authority to amend the Plan on behalf of an adopting Employer as of the date (A) the date the Internal Revenue Service requires the Employer to file Form 5300 as an individually designed plan as a result of an Employer amendment the Employer amend the Plan to incorporate a type of plan not allowed in the Pre-Approved Defined Contribution Plan program, as described in section 6.03 of Revenue Procedure 2017-41, or (B) the Internal Revenue Service notifies the Employer, in accordance with section 8.06(3) of Revenue Procedure 2017-41 that date the Plan is otherwise considered an individually designed plan due to the nature and extent of the amendments. For the purposes of Provider amendments, the Mass Submitter shall be recognized as the agent of the Provider. If the Provider does not adopt the amendments made by the Mass Submitter, it will no longer be identical to or a minor modifier of the Mass Submitter Plan.

100

(c)

The Provider will maintain, or have maintained on its behalf, a record of the Employers that have adopted the Plan, and will make reasonable and diligent efforts to ensure that each adopting Employer has actually received and is aware of all Plan amendments and that each such Employer adopts new documents when necessary. Notwithstanding the foregoing, where this Plan is not provided to the Plan Sponsor directly by the Provider’s but rather by a third party such as a law firm, an actuarial firm, an insurance company, an accounting firm, or a third party administration firm, the responsibility to make reasonable and diligent efforts to ensure that each adopting Employer has actually received and is aware of all amendments and that each such Employer adopts new documents when necessary will be the responsibility of such third party, and the Provider’s responsibility will be limited to making reasonable and diligent efforts to ensure that such third party is aware of all Plan amendments. However, the Provider will have no further obligations under this subparagraph after such third party terminates its business relationship with the Provider, in which case the terms of Section 19.9 will apply.

For purposes of this section, the term “Mass Submitter” means a person, firm or organization meeting the requirements of Section 4.04 and Section 10 of Revenue Procedure 2017-41.

For purposes of this section, the term “Provider” means any person that (1) has an established place of business in the United States where it is accessible during every business day, and (2) represents to the IRS in its application for an Opinion Letter that it has at least 15 employer-clients, each of which is reasonable expected to adopt the same Pre-Approved Plan of the Provider. By submitting an application for Opinion Letter for a Pre-Approved Plan, the Provider agrees to comply with any requirements imposed by Revenue Procedure 2017-41, as may be amended, with the understanding that failure to comply may result in the loss of eligibility to offer such Pre-Approved Plans and the revocation of Opinion Letters that have been issued to the Provider. The Provider of this Pre-Approved Defined Contribution Plan is defined at Section 1.1.

The term “Opinion Letter” means a non-transferrable written statement issued by the Internal Revenue Service (IRS) to a Provider or Mass Submitter as to the qualification in form of a plan under Code Section 401, Section 403(a) or both Section 401 and Section 4975(e)(7). Opinion Letters do not constitute rulings or determinations as to the exempt status of related trusts or custodial accounts under Code Section 501(a) or Title I issues administered by the Department of Labor (DOL). Adopting Employers may generally rely on the Plan’s Opinion Letter as evidence that the Plan is qualified under Code Section 401 only to the extent provided in Revenue Procedure 2017-41 and provided such Employer has not amended the Plan other than to choose options provided under the Plan or to make amendments as permitted. The Employer may not rely on the Opinion Letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the Opinion letter issued with respect to the Plan and in Revenue Procedure 2017-41.

The term “Pre-Approved Defined Contribution Plan” means a plan, the form of which is the subject of a favorable Opinion Letter from the Internal Revenue Service.

101

19.4

Limitation on Amendment

No amendment to the Plan shall be effective to the extent that it has the effect of decreasing a Participant’s accrued benefit. This includes a Plan amendment that decreases a Participant’s accrued benefit, or otherwise places greater restrictions or conditions on a Participant’s rights 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). Notwithstanding the preceding sentence, a Participant’s account balance may be reduced to the extent permitted under Code Section 412(d)(2) or to the extent permitted under Regulations Sections 1.411(d)- 3 and 1.411(d)-4. For purposes of this paragraph, a Plan amendment which 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. Furthermore, if the vesting schedule of a Plan is amended, in the case of an Employee who is a Participant as of the later of the date such amendment is adopted or the date it becomes effective, the nonforfeitable percentage (determined as of such date) of such Employee’s Employer-derived accrued benefit will not be less than the percentage computed under the Plan without regard to such amendment.

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 or her 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.

19.5

Termination

The Sponsor reserves the right, by board of directors’ resolution or similar action, to terminate the Plan as to all Employers at any time (the effective date of such termination being hereinafter referred to as the “termination date”). Upon any such termination of the Plan, the following actions shall be taken for the benefit of Participants and Beneficiaries:

(a)

As of the termination date, each Investment Fund shall be valued and all Accounts and Sub-Accounts shall be adjusted in the manner provided in Article XI, with any unallocated contributions or forfeitures being allocated as of the termination date in the manner otherwise provided in the Plan. The termination date shall become a Valuation Date for purposes of Article XI. In determining the net worth of the Trust, there shall be included as a liability such amounts as shall be necessary to pay all expenses in connection with the termination of the Trust and the liquidation and distribution of the property of the Trust, as well as other expenses, whether or not accrued, and shall include as an asset all accrued income.

102

(b)

All Accounts shall then be disposed of to or for the benefit of each Participant or Beneficiary in accordance with the provisions of Article XV as if the termination date were his Settlement Date; provided, however, that notwithstanding the provisions of Article XV, if the Plan does not offer an annuity option and if neither his Employer nor a Related Employer establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)), the Participant’s written consent to the commencement of distribution shall not be required regardless of the value of the vested portions of his Account.

(c)

Notwithstanding the provisions of paragraph (b) of this Section, no distribution shall be made to a Participant of any portion of the balance of his 401(k) Contributions Sub-Account on account of Plan termination (other than a distribution made in accordance with Article XIII or required in accordance with Code Section 401(a)(9)) unless (i) neither his Employer nor a Related Employer establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7), a tax credit employee stock ownership plan as defined in Code Section 409, a simplified employee pension as defined in Code Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract that meets the requirements of Code Section 403(b), or a plan that is described in Code Section 457(b) or (f)) either at the time the Plan is terminated or at any time during the period ending 12 months after distribution of all assets from the Plan; provided, however, that this provision shall not apply if fewer than 2% of the Eligible Employees under the Plan were eligible to participate at any time in such other defined contribution plan during the 24 month period beginning 12 months before the Plan termination, and (ii) the distribution the Participant receives is a “lump sum distribution” as defined in Code Section 402(e)(4), without regard to clauses (I), (II), (III), and (IV) of sub paragraph (D)(i) thereof.

Notwithstanding anything to the contrary contained in the Plan, upon any such Plan termination, the vested interest of each Participant and Beneficiary in his Employer Contributions Sub-Account shall be 100%; and, if there is a partial termination of the Plan, the vested interest of each Participant and Beneficiary who is affected by the partial termination in his Employer Contributions Sub-Account shall be 100%. For purposes of the preceding sentence only, the Plan shall be deemed to terminate automatically if there shall be a complete discontinuance of contributions hereunder by all Employers.

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19.6

Inability to Locate Payee on Plan Termination

If distribution of a Participant’s Account is to be made to the Participant, his Beneficiary, or an alternate payee under a qualified domestic relations order (a “payee”) on account of the termination of the Plan, and such payee does not present himself to the Administrator within a reasonable period after the Administrator mails written notice of his eligibility to receive a distribution hereunder to his last known address and makes such other diligent effort to locate the person as the Administrator determines, distribution of such Account shall be made at the direction of the Administrator through a direct rollover to an individual retirement plan established on behalf of the payee with a provider selected by the Administrator, purchase of an annuity contract on behalf of the payee, transfer to another “eligible retirement plan”, as defined in the Section of Article XVI entitled “Direct Rollovers”, or payment to the Pension Benefit Guaranty Corporation missing participant program.

19.7

Reorganization

The merger, consolidation, or liquidation of any Employer with or into any other Employer or a Related Employer shall not constitute a termination of the Plan as to such Employer.

19.8

Withdrawal of an Employer

An Employer other than the Sponsor may, with the consent of the Sponsor, withdraw from the Plan and shall thereupon cease to be an Employer for all purposes of the Plan. Subject to Section 19.7 and unless the Sponsor otherwise directs, an Employer shall be deemed automatically to withdraw from the Plan if it ceases to be a Related Employer of the Sponsor or any other Employer.

19.9

Loss of Pre-Approved Plan Status

Notwithstanding any provision in this Plan to the contrary, if this Plan is provided to the Plan Sponsor by a third party (e.g., a law firm, an actuarial firm, an insurance company, an accounting firm, a third party administration firm, etc.) rather than by the Provider directly, and (a) such third party subsequently terminates its business relationship with the Provider for any reason, or (b) the Provider subsequently terminates its business relationship with such third party for any reason, or (c) the Plan Sponsor subsequently terminates its business relationship with such third party, then this Plan will no longer be considered a Pre-Approved Defined Contribution Plan, but rather will be considered an individually designed plan, and the Provider will have no further responsibilities or obligations with respect to the Plan or the Plan Sponsor.

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ARTICLE XX

ADOPTION BY OTHER ENTITIES

20.1

Adoption by Related Employers

A Related Employer may, with the consent of the Sponsor, adopt the Plan and become an Employer.

20.2

Effective Plan Provisions

An Employer who adopts the Plan shall be bound by the provisions of the Plan in effect at the time of the adoption and as subsequently in effect because of any amendment to the Plan.

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ARTICLE XXI

MISCELLANEOUS PROVISIONS

21.1

No Commitment as to Employment

Nothing contained herein shall be construed as a commitment or agreement upon the part of any person to continue his employment with an Employer or Related Employer, or as a commitment on the part of any Employer or Related Employer to continue the employment, compensation, or benefits of any person for any period.

21.2

Benefits

Nothing in the Plan nor the Trust Agreement shall be construed to confer any right or claim upon any person, firm, or corporation other than the Employers, the Trustee, Participants, and Beneficiaries.

21.3

No Guarantees

The Employers, the Administrator, and the Trustee do not guarantee the Trust from loss or depreciation, nor do they guarantee the payment of any amount which may become due to any person hereunder.

21.4

Expenses

The expenses of operation and administration of the Plan, including the expenses of the Administrator and fees of the Trustee, shall be paid from the Trust, unless the Sponsor elects to make payment.

Notwithstanding the foregoing, the costs incident to the management of the assets of an Investment Fund or to the purchase or sale of securities held in an Investment fund shall be allocable to Accounts invested in such Investment Fund. Further, the Sponsor may direct that expenses that are incurred directly with respect to an individual Participant’s Account shall be paid from that Account.

21.5

Precedent

Except as otherwise specifically provided, no action taken in accordance with the Plan shall be construed or relied upon as a precedent for similar action under similar circumstances.

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21.6

Duty to Furnish Information

The Employers, the Administrator, and the Trustee shall furnish to any of the others any documents, reports, returns, statements, or other information that the other reasonably deems necessary to perform its duties hereunder or otherwise imposed by law.

21.7

Merger, Consolidation, or Transfer of Plan Assets

The Plan shall not be merged or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to another plan, unless, immediately after such merger, consolidation, or transfer of assets or liabilities, each Participant in the Plan would receive a benefit under the Plan which is at least equal to the benefit he would have received immediately prior to such merger, consolidation, or transfer of assets or liabilities (assuming in each instance that the Plan had then terminated).

21.8

Condition on Employer Contributions

Notwithstanding anything to the contrary contained in the Plan or the Trust Agreement, any contribution of an Employer hereunder is conditioned upon the continued qualification of the Plan under Code Section 401(a), the exempt status of the Trust under Code Section 501(a), and the deductibility of the contribution under Code Section 404. Except as otherwise provided in this Section and Section 21.9, however, in no event shall any portion of the property of the Trust ever revert to or otherwise inure to the benefit of an Employer or any Related Employer.

21.9

Return of Contributions to an Employer

Notwithstanding any other provision of the Plan or the Trust Agreement to the contrary, in the event any contribution of an Employer made hereunder:

(a)

is made under a mistake of fact, or

(b)

is disallowed as a current deduction under Code Section 404,

such contribution, reduced for any losses experienced by the Trust Fund, may be returned to the Employer within one year after the payment of the contribution or the disallowance of the deduction to the extent disallowed, whichever is applicable. If the contribution is returned because of a mistake of fact, the amount returned will be reduced for any losses experienced by the Trust Fund. In the event the Plan does not initially qualify under Code Section 401(a), any contribution of an Employer made hereunder may be returned to the Employer within one year of the date of denial of the initial qualification of the Plan, but only if an application for determination was made within the period of time prescribed under ERISA Section 403(c)(2)(B).

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21.10

Validity of Plan

The validity of the Plan shall be determined, and the Plan shall be construed and interpreted in accordance with the laws of the state or commonwealth in which the Sponsor has its principal place of business, except as preempted by applicable Federal law. The invalidity or illegality of any provision of the Plan shall not affect the legality or validity of any other part thereof.

21.11

Trust Agreement

The Trust Agreement and the Trust maintained thereunder shall be deemed to be a part of the Plan as if fully set forth herein and the provisions of the Trust Agreement are hereby incorporated by reference into the Plan.

21.12

Parties Bound

The Plan shall be binding upon the Employers, all Participants and Beneficiaries hereunder, and, as the case may be, the heirs, executors, administrators, successors, and assigns of each of them.

21.13

Application of Certain Plan Provisions

For purposes of the general administrative provisions and limitations of the Plan, a Participant’s Beneficiary or alternate payee under a qualified domestic relations order shall be treated as any other person entitled to receive benefits under the Plan. Upon any termination of the Plan, any such Beneficiary or alternate payee under a qualified domestic relations order who has an interest under the Plan at the time of such termination, which does not cease by reason thereof, shall be deemed to be a Participant for all purposes of the Plan. A Participant’s Beneficiary, if the Participant has died, or alternate payee under a qualified domestic relations order shall be treated as a Participant for purposes of directing investments as provided in Article X.

21.14

Merged Plans

In the event another defined contribution plan (the “merged plan”) is merged into and made a part of the Plan. In no event shall a Participant’s vested interest in his Sub- Account attributable to amounts transferred to the Plan from the “merged plan” (his “transferee Sub-Account”) on and after the merger be less than his vested interest in his account under the “merged plan” immediately prior to the merger. Notwithstanding any other provision of the Plan to the contrary, a Participant’s service credited for eligibility and vesting purposes under the “merged plan” as of the merger, if any, shall be included as Eligibility and Vesting Service under the Plan to the extent Eligibility and Vesting Service are credited under the Plan. Special provisions applicable to a Participant’s “transferee Sub-Account”, if any, shall be specifically reflected in the Plan or in an Addendum or Appendix to the Plan.

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21.15

Transferred Funds

If funds from another qualified plan are transferred or merged into the Plan, such funds shall be held and administered in accordance with any restrictions applicable to them under such other plan to the extent required by law and shall be accounted for separately to the extent necessary to accomplish the foregoing.

21.16

Veterans Reemployment Rights

Notwithstanding any other provision of the Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service shall be provided in accordance with Code Section 414(u). Any contributions required to be made in accordance with this Section shall be contributed to the Plan within the time period prescribed under applicable regulations or other guidance. Any Matching Contributions required to be made because of 401(k) Contributions made by a Participant in accordance with the provisions of Code Section 414(u), shall be contributed to the Plan as soon as administratively practicable after the date on which the Participant’s contributions are paid to the Plan. The Administrator shall notify the Trustee of any Participant with respect to whom additional contributions are made because of qualified military service. Additional contributions made in accordance with the provisions of this Section that are treated as 401(k) Contributions shall not be included in applying the limitations on 401(k) Contributions described in Article VII. In addition, any Matching Contributions required to be made because of 401(k) Contributions made by a Participant in accordance with the provisions of Code Section 414(u), shall not be included in applying the limitations on Matching Contributions described in Article VII.

If a Participant who is absent from employment as a Covered Employee because of military service dies while performing qualified military service (as defined in Code Section 414(u)), the Participant shall be treated as having returned to employment as a Covered Employee on the day immediately preceding his death for purposes of determining the Participant’s vested interest in his Account and his Beneficiary’s eligibility for a death benefit under the Plan. Notwithstanding the foregoing, such a Participant shall not be entitled to additional contributions with respect to his period of military leave.

A Participant who becomes disabled while performing qualified military service shall be credited with Vesting Service for his period of military leave as if he returned to employment immediately prior to the date he became disabled and then terminated employment on his disability date. Notwithstanding the foregoing, such a Participant shall not be entitled to any additional contributions with respect to his period of military leave.

109

21.17

Delivery of Cash Amounts

To the extent that the Plan requires the Employers to deliver cash amounts to the Trustee, such delivery may be made through any means acceptable to the Trustee, including wire transfer.

21.18

Written Communications

Any communication among the Employers, the Administrator, the Investment Fiduciary, and the Trustee that is stipulated under the Plan to be made in writing may be made in any medium that is acceptable to the receiving party and permitted under applicable law. In addition, any communication or disclosure to or from Participants and/or Beneficiaries that is required under the terms of the Plan to be made in writing may be provided in any other medium (electronic, telephonic, or otherwise) that is acceptable to the Administrator and permitted under applicable law.

21.19

Plan Correction Procedures

The Employer shall take such action as it deems necessary to correct any Plan failure, including, but not limited to, omission of an Eligible Employee, inclusion of an ineligible Employee, operational failures, documentation failures (such as a failure to timely amend), failures affecting Plan qualification, etc. as required by the Employee Plans Compliance Resolution System, as set forth in Revenue Procedure 2016-51, or any superseding guidance (“EPCRS”).

In the event of a fiduciary breach or a prohibited transaction, correction shall be made in accordance with the requirements of ERISA and the Code.

110

ARTICLE XXII

TOP-HEAVY PROVISIONS

22.1

Definitions

For purposes of this Article, the following terms shall have the following meanings:

The “compensation” of an employee means his “415 compensation” as defined in Section 7.1.

The “determination date” with respect to any Plan Year means the last day of the preceding Plan Year, except that the “determination date” with respect to the first Plan Year of the Plan, shall mean the last day of such Plan Year.

A “key employee” means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the “determination date” was an officer of an Employer or a Related Employer having annual “compensation” greater than $165,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2012), a 5% owner of an Employer or a Related Employer, or a 1% owner of an Employer or a Related Employer having annual “compensation” of more than $150,000.

A “non-key employee” means any Employee who is not a “key employee”.

A “permissive aggregation group” means those plans included in each Employer’s “required aggregation group” together with any other plan or plans of the Employer or any Related Employer, so long as the entire group of plans would continue to meet the requirements of Code Sections 401(a)(4) and 410.

A “required aggregation group” means the group of tax-qualified plans maintained by an Employer or a Related Employer consisting of each plan in which a “key employee” participates or participated at any time during the Plan Year containing the “determination date” or any of the 4 preceding Plan Years (regardless of whether the plan has terminated) and each other plan that enables a plan in which a “key employee” participates to meet the requirements of Code Section 401(a)(4) or Code Section 410.

A “top-heavy group” with respect to a particular Plan Year means a “required” or “permissive aggregation group” if the sum, as of the “determination date”, of the present value of the cumulative accrued benefits for “key employees” under all defined benefit plans included in such group and the aggregate of the account balances of “key employees” under all defined contribution plans included in such group exceeds 60% of a similar sum determined for all employees covered by the plans included in such group.

111

A “top-heavy plan” with respect to a particular Plan Year means (i) in the case of a defined contribution plan (including any simplified employee pension plan), a plan for which, as of the “determination date”, the aggregate of the accounts (within the meaning of Code Section 416(g) and the regulations and rulings thereunder) of “key employees” exceeds 60% of the aggregate of the accounts of all participants under the plan, with the accounts valued as of the relevant valuation date and increased for any distribution of an account balance made during the one-year period ending on the “determination date” (5- year period ending on the “determination date” if distribution is made for any reason other than severance from employment, death, or disability), (ii) in the case of a defined benefit plan, a plan for which, as of the “determination date”, the present value of the cumulative accrued benefits payable under the plan (within the meaning of Code Section 416(g) and the regulations and rulings thereunder) to “key employees” exceeds 60% of the present value of the cumulative accrued benefits under the plan for all employees, with the present value of accrued benefits for employees (other than “key employees”) to be determined under the accrual method uniformly used under all plans maintained by an Employer or, if no such method exists, under the slowest accrual method permitted under the fractional accrual rate of Code Section 411(b)(1)(C) and including the present value of any part of any accrued benefits distributed during the one-year period ending on the “determination date” (5-year period ending on the “determination date” if distribution is made for any reason other than severance from employment, death, or disability), and (iii) any plan (including any simplified employee pension plan) included in a “required aggregation group” that is a “top-heavy group”. For purposes of this paragraph, the accounts and accrued benefits of any employee who has not performed services for an Employer or a Related Employer during the one-year period ending on the “determination date” shall be disregarded. For purposes of this paragraph, the present value of cumulative accrued benefits under a defined benefit plan for purposes of top- heavy determinations shall be calculated using the actuarial assumptions otherwise employed under such plan, except that the same actuarial assumptions shall be used for all plans within a “required” or “permissive aggregation group”. A Participant’s interest in the Plan attributable to any Rollover Contributions, except Rollover Contributions made from a plan maintained by an Employer or a Related Employer, shall not be considered in determining whether the Plan is a “top-heavy plan”. Notwithstanding the foregoing, if a plan is included in a “required” or “permissive aggregation group” that is not a “top- heavy group”, such plan shall not be a “top-heavy plan”.

The “valuation date” with respect to any “determination date” means the most recent Valuation Date occurring within the 12-month period ending on the “determination date”.

22.2

Applicability

Notwithstanding any other provision of the Plan to the contrary, the provisions of this Article shall be applicable during any Plan Year in which the Plan is determined to be a “top-heavy plan” as hereinafter defined.

112

22.3

Minimum Employer Contribution

If the Plan is determined to be a “top-heavy plan” for a Plan Year, the Employer Contributions and forfeitures allocated to the Account of each “non-key employee” who is an Eligible Employee and who is employed by an Employer or a Related Employer on the last day of such top-heavy Plan Year shall be no less than the lesser of (i) 3% of his “compensation” or (ii) the largest percentage of “compensation” that is allocated as an Employer Contribution and/or 401(k) Contribution for such Plan Year to the Account of any “key employee”; except that, in the event the Plan is part of a “required aggregation group”, and the Plan enables a defined benefit plan included in such group to meet the requirements of Code Section 401(a)(4) or 410, the minimum allocation of Employer Contributions and forfeitures to each such “non-key employee” shall be 3% of the “compensation” of such “non key employee”. In lieu of the minimum allocation described in the preceding sentence, the Employer Contributions and forfeitures allocated to the Account of each “non-key employee” who is an Eligible Employee and who is employed by an Employer or a Related Employer on the last day of a top-heavy Plan Year and who is also covered under a top-heavy defined benefit plan maintained by an Employer or a Related Employer will be no less than 5% of his “compensation”. Any minimum allocation to a “non-key employee” required by this Section shall be made without regard to any social security contribution made on behalf of the “non-key employee”, his number of hours of service, his level of “compensation”, or whether he declined to make elective or mandatory contributions.

Notwithstanding the foregoing, this Section shall not apply to a Participant for any Plan Year for which he receives a top-heavy minimum benefit under a defined benefit plan of an Employer or a Related Employer.

Employer Contributions allocated to a Participant’s Account in accordance with this Section shall be considered “annual additions” under Article VII for the “limitation year” for which they are made and shall be separately accounted for. Employer Contributions allocated to a Participant’s Account shall be allocated upon receipt among the Investment Funds in accordance with the Participant’s currently effective investment election.

22.4

Exclusion of Collectively-Bargained Employees

Notwithstanding any other provision of this Article, Employees who are covered by an agreement that the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one or more employers shall not be entitled to a minimum allocation or accelerated vesting under this Article, unless otherwise provided in the collective bargaining agreement.

* * *

113

The adopting Employer may rely on an Opinion Letter issued by the Internal Revenue Service as evidence that the plan is qualified under Code Section 401(a) only to the extent provided in Revenue Procedure 2017-41. The Employer may not rely on the Opinion Letter in certain other circumstances or with respect to certain qualification requirements that are specified in the Opinion Letter issued with respect to this Basic Plan Document #16 and in Revenue Procedure 2017-41. The appropriateness of the adoption of this Plan, its qualification with the IRS, and the tax and employee benefit consequences are the responsibility of the Employer and its tax and legal advisors. Failure to properly complete and execute this Plan may result in disqualification. In order to have reliance in such circumstances, application for a determination letter must be made to Employee Plans Deterninations of the Internal Revenue Service. Questions regarding adoption of this Plan, the intended meaning of any plan provisions, or the effect of the Opinion Letter issued by the Internal Revenue Service with respect to this Basic Plan Document #16 may be addressed to the Provider or agent designated for such purpose.

EXECUTED at Flushing Bank, this 18th day of November, 2021

	FLUSHING BANK

	By:

	Title:	Director of Human Resources

114

APPENDIX TO

FLUSHING BANK 401(k) SAVINGS PLAN

Special Provisions Applicable to Former Participants in the New York Federal Savings Bank 401(k) Profit Sharing Plan

1.	Definitions. For purposes of this Appendix, the following terms and phrases shall have the following meanings:

NY Federal Sub-Account means the Sub-Account or Sub-Accounts established on behalf of a NY Federal Participant to which his accounts under the NY Federal Plan were credited, together with all earnings and appreciation thereon, and against which are charged any withdrawals and other distributions made from such Sub-Accounts and any losses, depreciation or expenses allocable to amounts credited to such Sub- Accounts. A Participant’s NY Federal Sub-Account shall be a “frozen” Sub-Account to which no new contributions or loan repayments shall be made.

NY Federal Participant means an individual who was a participant in the NY Federal Plan immediately prior to December 31, 2004. An individual shall cease to be a NY Federal Participant on the earlier of the date the individual dies or the entire balance of his NY Federal Sub-Account has been distributed.

NY Federal Plan means the NY Federal Savings Bank 401(k) Profit Sharing Plan, as in effect immediately prior to December 31, 2004.

All capitalized terms and phrases not defined in this Appendix shall have the meaning set forth in the Plan.

Applicability and Effective Date. The NY Federal Plan was merged into this Plan effective December 31, 2004, and the accounts of each NY Federal Participant under the NY Federal Plan were credited to his NY Federal Sub-Account under this Plan. This Appendix sets forth special rules that apply to a Participant’s NY Federal Sub-Account. For purposes of the Plan, the term “Account” shall include a Participant’s NY Federal Sub-Account except where such an interpretation would be inconsistent with a provision of this Appendix. A Participant’s NY Federal Sub-Account shall be subject to the provisions of the Plan, as modified by the provisions of this Appendix.

The provisions of this Appendix are effective as of December 31, 2004, and with respect to New York Federal Sub-Accounts shall supersede any other provisions of the Plan which are inconsistent with the provisions of this Appendix.

Vesting. A NY Federal Participant shall always be fully vested in the balance of his NY Federal Sub-Account.

115

Non-Hardship Withdrawals.

Age 59-1/2. The NY Federal Sub-Account of a Participant who has attained age 59-1/2 shall be available for non-hardship withdrawals under Article XIII of the Plan. Whether any such withdrawal is taken from a Participant’s NY Federal Sub- Account before or after it is taken from the Participant’s other Sub-Accounts shall be determined in accordance with rules and procedures established by the Administrator.

Disability. A NY Federal Participant who has incurred a “Total and Permanent Disability”, as defined below, shall be entitled to withdraw the entire balance of his NY Federal Sub-Account upon ten (10) days prior written notice to the Administrator. Any such withdrawal shall be paid in accordance with Article XVI of the Plan.

For purposes of this Section 4, b., “Total and Permanent Disability” means a physical or mental condition resulting from bodily injury, disease, or mental disorder which renders the individual incapable of continuing any gainful occupation and which condition constitutes total disability under the federal Social Security Acts.

Hardship Withdrawals. A Participant’s NY Federal Sub-Account shall not be available for hardship withdrawals under Article XIII of the Plan.

Distribution of Benefits Following Termination of Employment. If a NY Federal Participant terminates employment with the Employers and all Related Employers for any reason other than death, distribution of his NY Federal Sub-Account shall be made together with his other Sub-Accounts in accordance with the applicable provisions of the Plan.

Payments Upon Death. If a NY Federal Participant dies before the entire balance of his NY Federal Sub-Account has been distributed to him, the remainder of such Sub- Account shall be paid to his Beneficiary together with the other Sub- Accounts payable to the Beneficiary in accordance with the applicable provisions of the Plan.

Beneficiary Designation. Any beneficiary designation made under the NY Federal Plan shall be void, and shall not be given any effect under this Plan, except in the case of a NY Federal Participant who died before December 31, 2004.

Benefits in Pay Status. If an individual is receiving installment payments under the NY Federal Plan immediately before December 31, 2004, payments shall, to the extent practicable, continue to be made to such individual from this Plan under the terms and conditions of the NY Federal Plan with respect to periods on and after December 31, 2004.

116

10.

Loans. No loans shall be available from a Participant’s NY Federal Sub-Account, and a Participant’s NY Federal Sub-Account shall not be taken into account in determining the maximum loan amount available to the Participant under the Plan.

117

APPENDIX TO

FLUSHING BANK 401(k) SAVINGS PLAN

Special Provisions Applicable to Former Participants in the Atlantic Liberty Savings, F.A. 401(k) Savings Plan

Definitions. For purposes of this Appendix, the following terms and phrases shall have the following meanings:

Atlantic Liberty Sub-Account means the Sub-Account or Sub-Accounts established on behalf of an Atlantic Liberty Participant to which his accounts under the Atlantic Liberty Plan (other than accounts attributable to elective deferrals) were credited, together with all earnings and appreciation thereon, and against which are charged any withdrawals and other distributions made from such Sub-Accounts and any losses, depreciation or expenses allocable to amounts credited to such Sub- Accounts. A Participant’s Atlantic Liberty Sub-Account shall be a “frozen” Sub-Account to which no new contributions shall be made. (Any accounts of an Atlantic Liberty Participant under the Atlantic Liberty Plan attributable to elective deferrals were merged into the corresponding Sub- Account under this Plan).

Atlantic Liberty Participant means an individual who was a participant in the Atlantic Liberty Plan immediately prior to the Merger Date. An individual shall cease to be an Atlantic Liberty Participant on the earlier of the date the individual dies or the entire balance of his Atlantic Liberty Sub-Account has been distributed.

Atlantic Liberty Plan means the Atlantic Liberty Savings, F.A. 401(k) Savings Plan, as in effect immediately prior to the Merger Date.

Merger Date means April 30, 2010.

All capitalized terms and phrases not defined in this Appendix shall have the meaning set forth in the Plan.

Applicability and Effective Date. The Atlantic Liberty Plan was merged into this Plan effective April 30, 2010, and the accounts (other than accounts attributable to elective deferrals) of each Atlantic Liberty Participant under the Atlantic Liberty Plan were credited to his Atlantic Liberty Sub-Account under this Plan. This Appendix sets forth special rules that apply to a Participant’s Atlantic Liberty Sub-Account. For purposes of the Plan, the term “Account” shall include a Participant’s Atlantic Liberty Sub-Account except where such an interpretation would be inconsistent with a provision of this Appendix. A Participant’s Atlantic Liberty Sub-Account shall be subject to the provisions of the Plan, as modified by the provisions of this Appendix.

118

The provisions of this Appendix are effective as of April 30, 2010, and with respect to Atlantic Liberty Sub-Accounts shall supersede any other provisions of the Plan which are inconsistent with the provisions of this Appendix.

Vesting. An Atlantic Liberty Participant shall always be fully vested in the balance of his Atlantic Liberty Sub-Account.

Non-Hardship Withdrawals.

Age 59-1/2. The Atlantic Liberty Sub-Account of a Participant who has attained age 59-1/2 shall be available for non-hardship withdrawals under Article XIII of the Plan. Whether any such withdrawal is taken from a Participant’s Atlantic Liberty Sub-Account before or after it is taken from the Participant’s other Sub- Accounts shall be determined in accordance with rules and procedures established by the Administrator.

Hardship Withdrawals. A Participant’s Atlantic Liberty Sub-Account shall not be available for hardship withdrawals under the Plan.

Loans.

A Participant’s Atlantic Liberty Sub-Account shall be available for loans under Article XII and shall be taken into account in determining the amount of the Plan’s security interest and the maximum available loan with respect to the Participant under Article XII. Whether any such loan is taken from (or a loan repayment is made to) a Participant’s Atlantic Liberty Sub-Account before or after it is taken from (or repaid to) the Participant’s other Sub-Accounts shall be determined in accordance with rules and procedures established by the Administrator.

If an individual has an outstanding loan under the Atlantic Liberty Plan immediately prior to the Merger Date, such loan, shall, to the extent practicable, be administered in accordance with the provisions of the note reflecting such loan and shall remain outstanding until repaid in accordance with its terms.

Distribution of Benefits Following Termination of Employment. If an Atlantic Liberty Participant terminates employment with the Employers and all Related Employers for any reason other than death, distribution of his Atlantic Liberty Sub-Account shall be made together with his other Sub-Accounts in accordance with the applicable provisions of the Plan.

119

Payments Upon Death. If an Atlantic Liberty Participant dies before the entire balance of his Atlantic Liberty Sub-Account has been distributed to him, the remainder of such Sub- Account shall be paid to his Beneficiary together with the other Sub-Accounts payable to the Beneficiary in accordance with the applicable provisions of the Plan.

Beneficiary Designation. Any beneficiary designation made under the Atlantic Liberty Plan shall be void, and shall not be given any effect under this Plan, except in the case of an Atlantic Liberty Participant who died before the Merger Date.

Benefits in Pay Status. If an individual is receiving installment payments under the Atlantic Liberty Plan immediately before the Merger Date, payments shall, to the extent practicable, continue to be made to such individual from this Plan under the terms and conditions of the Atlantic Liberty Plan with respect to periods on and after the Merger Date.

120

INTERIM AMENDMENT

TO THE

DOCUMENT AGILITY, INC. PRE-APPROVED 401(K) SAVINGS/PS PLAN

TO COMPLY WITH THE

HARDSHIP WITHDRAWAL PROVISIONS OF THE

BIPARTISAN BUDGET ACT OF 2018 AND THE 2017 TAX CUTS AND JOBS

ACT

Document Agility, Inc., as Mass Submitter Sponsor of the Pre-Approved 401(k) Savings/PS Plan (the “Plan”), hereby adopts the following interim compliance amendment on behalf of the Plan and all plans generated using the Plan (with respect to which the Sponsor retains amendment authority under the provisions of Revenue Procedures 2017-41), in order to comply with the Final Treasury Regulations issued September 23, 2019 in response to enactment of (a) sections 41113 and 41114 of the Bipartisan Budget Act of 2018, (b) sections 826 and 827 of the Pension Protection Act of 2006, (c) section 105(b)(1)(A) of the Heroes Earnings Assistance and Relief Tax Act of 2008, and (d) section 11044 of the Tax Cuts and Jobs Act of 2017. This “good faith” Amendment supersedes any conflicting provisions of the Plan, where applicable, is not part of the Plan as approved under Revenue Procedure 2017-41, and has not been reviewed by the Internal Revenue Service (IRS) for compliance with statutory and/or regulatory changes. Furthermore, pursuant to Revenue Procedure 2017-41, this Amendment does not affect reliance on the IRS opinion letter issued to the Plan.

Unless the Sponsor elects an earlier effective date by resolution, written direction, or administrative policy or procedure, hardship withdrawals made on or after January 1, 2020 by plans that permit such distributions with respect to 401(k) Contributions, will be administered in accordance with the provisions of the current plan with the exception of the following provisions that supersede and replace the identified sections found in Article XIII, “Withdrawals While Employed.” Reference to a particular subsection of the Plan refers to the subsection as identified in the Plan and applies to the corresponding provision as identified in any individual Plan produced from such specimen plan:

Subject to any administrative directive adopted by the Sponsor, subsection (f) of the Section titled “Hardship Determination”, is hereby revised and new subsection (g) and subsection (h) are added (with any subsequent sections renumbered), to read as follows:

(f)

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 Code Section 165(h)(5) and whether the loss exceeds 10% of adjusted gross income)

(g)

expenses and losses (including loss of income) incurred by the Participant on account of a disaster declared by the Federal Emergency Management Agency (FEMA) under the Robert T. Stafford Disaster Relief and Emergency Assistance Act, Pub.L.100-707, provided that the Participant’s principal residence or principal place of employment at the time of the disaster was located in an area designated by FEMA for individual assistance with respect to the disaster

(h)

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, unless otherwise elected

The section titled “Satisfaction of Necessity Requirement for Hardship Withdrawals”, is hereby revised to provide as follows:

A withdrawal from a Participant’s 401(k), Qualified Nonelective, and Qualified Matching Contributions Sub-Accounts (if and as applicable) shall be deemed to be necessary to satisfy an immediate and heavy financial need of a Participant only if the Participant represents (in writing, by an electronic medium, or in such other form as may be prescribed by the Commissioner) that the Participant has insufficient cash or other liquid assets reasonably available to satisfy the financial need. The Administrator and the Employers may rely on a Participant’s substantiation of such necessity and are not obligated to inquire into the Participant’s financial condition, unless the Administrator and/or Employers have actual knowledge to the contrary, that the need cannot be satisfied by one of the actions listed below or if the effect would increase the need:

(a)

through reimbursement or compensation by insurance or otherwise.

(b)

by reasonable liquidation of the Participant’s assets, to the extent such liquidation would not itself cause an immediate and heavy financial need.

(c)

by cessation of 401(k) Contributions or After-Tax Contributions (if and as applicable).

(d)

by other distributions or, if so mandated by the Employer, nontaxable (at the time of the loan) loans from plans maintained by the Employer or by any other employer, or by borrowing from commercial sources on reasonable commercial terms in an amount sufficient to satisfy the need.

Unless otherwise elected by the Employer, the requirement that any available nontaxable loan (at the time of the application) be taken is no longer required.

All references to a 6-month suspension from making 401(k) and/or After-Tax Contributions (if and as applicable) upon receipt of a hardship withdrawal of 401(k) Contributions, Qualified Nonelective Contributions, and Qualified Matching Contributions (if and as applicable) are removed.

The section titled “Order of Withdrawal from a Participant’s Sub-Accounts”, is hereby revised by adding the following paragraph to read as follows:

For Plan Years beginning prior to January 1, 2019, a hardship withdrawal from a Participant’s 401(k) Contributions did not include any income credited thereto unless such income was credited as of the later of December 31, 1988 or the end of the last Plan Year ending before July 1, 1989. Similarly, for Plan Years beginning prior to January 1, 2019, a hardship withdrawal from a Participant’s Safe Harbor Matching or Nonelective Contributions, Qualified Matching, and/or Qualified Nonelective Contributions Sub- Accounts, as applicable and available for hardship withdrawal, did not include any such contributions made or income credited after the later of December 31, 1988 or the end of the last Plan Year ending before July 1, 1989. Unless elected earlier by the Employer by resolution, written direction, or administrative policy or procedure, effective for distributions made on or after January 1, 2020, the restrictions on hardship withdrawal of income, along with the restriction on the availability of any Safe Harbor Matching or Nonelective Contributions, Qualified Matching, and Qualified Nonelective Contributions (as applicable) for hardship withdrawal, no longer apply. The Employer may choose to make hardship withdrawals of such contributions and, unless otherwise elected by the Employer by resolution, written direction, or administrative policy or procedure, the interest accrued on such contributions available for hardship distribution.

* * *

EXECUTED this 1^st day of July, 2020.

By:
	Ron MacInnis

INTERIM AMENDMENT

TO THE

DOCUMENT AGILITY, INC. PRE-APPROVED 401(K) SAVINGS/PS PLAN

TO COMPLY WITH THE PROVISIONS OF THE

CORONAVIRUS AID, RELIEF AND ECONOMIC SECURITY ACT (“CARES ACT”)

Document Agility, Inc., as Mass Submitter Sponsor of the Pre-Approved 401(k) Savings/PS Plan (the “Plan”), hereby adopts this interim amendment (the “Amendment”) in good faith to comply with the provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), to adopt the extensions announced by the Department of the Treasury to Code Section 7508(a), and to adopt by reference any future extension granted to all other requirements and deadlines under the Employee Retirement Income Security Act of 1974 (“ERISA”) as may be issued or promulgated in subsequent guidance or rulings related to the COVID-19 (Novel Coronavirus) outbreak. This “good faith” Amendment supersedes any conflicting provisions of the Plan, where applicable, is not part of the Plan as approved under Revenue Procedure 2017-41, and has not been reviewed by the Internal Revenue Service (IRS) for compliance with statutory and/or regulatory changes. Furthermore, pursuant to Revenue Procedure 2017-41, this Amendment does not affect reliance on the IRS opinion letter issued to the Plan.

Article 1

Distributions

1.1 Required Minimum Distributions All distributions from the Plan will be determined and made in accordance with the Regulations under Code Section 401(a)(9) and the minimum distribution incidental benefit requirement of Code Section 401(a)(9)(G). Notwithstanding the provisions of the Plan to the contrary, a Participant or Beneficiary who would have been required to receive required minimum distributions in calendar year 2020 but for the enactment of Code Section 401(a)(9)(I) (“2020 RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2020 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2020 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant or the joint lives (or joint life expectancy) of the Participant and the Participant’s Designated Beneficiary (“Extended 2020 RMDs”), will not receive those distributions for 2020 unless the Participant or Beneficiary chooses to receive such distributions or as otherwise provided in the Employer’s administrative policy or procedure. In applying the five (5) year rule, the relief allows the 2020 calendar year to be ignored. For Beneficiaries of deceased Participants, calendar year 2020 will not be counted as part of the five (5) year period during which they must take a distribution.

Article 2

Limitations on Contributions

2.1 Code Section 402(g) and “Excess Deferrals” Corrections. If the Plan allows 401(k) Contributions to be made by Eligible Employees, then this Section is effective for distributions of “excess deferrals” (as defined in Code Section 402(g)(2)(A)) in taxable years beginning on or after January 1, 2019, and will apply to “excess deferrals” that occur in taxable years beginning on or after January 1, 2020.

(a)

Code Section 402(g) Limit. If an Employer notifies the Administrator that the Code Section 402(g) limit has been exceeded by an Eligible Employee for his taxable year, the 401(k) Contributions that, when aggregated with “elective contributions” made on behalf of the Eligible Employee under any other plan of an Employer or a Related Employer, would exceed the Code Section 402(g) limit, plus any income and minus any losses attributable thereto, shall be either re-characterized as Catch-Up Contributions or distributed to the Eligible Employee no later than the April 15 (or such later date as promulgated by the Department of the Treasury) immediately following such taxable year.

(b)

Distribution of “Excess Deferrals”. Notwithstanding any other provision to the contrary, “excess deferrals”, plus any income and minus any loss allocable thereto, will be distributed no later than April 15 (or such later date as promulgated by the Department of the Treasury) to any Participant whose account “excess deferrals” were assigned for the preceding taxable year of the Participant and who claims “excess deferrals” for such taxable year by March 1 (or such later date as established by the Administrator or promulgated by the Department of the Treasury) following the close of the Participant’s taxable year.

EXECUTED this 1^st day of July, 2020.

By:
	Ron MacInnis

6.2	Amount and Allocation of Profit Sharing Contributions	26
6.3	Amount and Allocation of Retirement Account Contributions	27
6.4	Special Annual Company Contributions	27
6.5	Allocation of Special Annual Company Contributions	27
6.6	Amount and Allocation of Matching Contributions	27
6.7	Limits on Matching Contributions	28
6.8	Verification of Amount of Employer Contributions by the Sponsor	28
6.9	Payment of Employer Contributions	28
6.10	Allocation Requirements for Employer Contributions	29
6.11	Exceptions to Allocation Requirements for Employer Contributions	29
6.12	Vesting of Employer Contributions	30
6.13	100% Vesting Events	30
6.14	Changes to Vesting Schedule	30
6.15	Forfeitures to Reduce Employer Contributions	31

ARTICLE VII LIMITATIONS ON CONTRIBUTIONS		32

7.1	Special Definitions	32
7.2	Code Section 402(g) Limit	41
7.3	Distribution of “Excess Deferrals”	42
7.4	Limitation on 401(k) Contributions of Highly Compensated Employees – ADP Test	42
7.5	Determination and Allocation of “Excess Contributions” Among Highly Compensated Employees	44
7.6	Treatment of “Excess Contributions”	45
7.7	Limitation on Contributions of Highly Compensated Employees – ACP Test	46
7.8	Determination and Allocation of Excess Aggregate Contributions Among Highly Compensated Employees	47
7.9	Forfeiture or Distribution of “Excess Aggregate Contributions”	48
7.10	Treatment of Forfeited Matching Contributions	49
7.11	Determination of Income or Loss	49
7.12	Code Section 415 Limitations on Crediting of Contributions and Forfeitures	49
7.13	Application of Code Section 415 Limitations Where Participant is Covered Under Other Qualified Defined Contribution Plan	50
7.14	Scope of Limitations	50

ARTICLE VIII TRUST FUNDS AND ACCOUNTS		51

8.1	General Fund	51
8.2	Investment Funds	51

8.3	Loan Investment Fund	51
8.4	Employer Stock Investment Fund	51
8.5	Income on Trust	51
8.6	Accounts	52
8.7	Sub-Accounts	52

ARTICLE IX LIFE INSURANCE CONTRACTS		53

9.1	No Life Insurance Contracts	53

ARTICLE X DEPOSIT AND INVESTMENT OF CONTRIBUTIONS		54

10.1	Future Contribution Investment Elections	54
10.2	Deposit of Participant Directed Contributions	54
10.3	Investment and Deposit of Certain Contributions	54
10.4	Election to Transfer Between Funds	55
10.5	404(C) PROTECTION	56
10.6	Diversification of Employer Stock	56
10.7	Voting and Tendering Employer Stock	58
10.8	Special Restrictions to Comply with Section 16 and Employer’s Insider Trading Policy	59

ARTICLE XI CREDITING AND VALUING ACCOUNTS		60

11.1	Crediting Accounts	60
11.2	Valuing Accounts	60
11.3	Unit Accounting Permitted	60
11.4	Finality of Determinations	60
11.5	Notification	60

ARTICLE XII LOANS.		61

12.1	Application for Loan	61
12.2	Collateral for Loan	61
12.3	Reduction of Account Upon Distribution	62
12.4	Legal Requirements Applicable to Plan Loans	62
12.5	Administration of Loan Investment Fund	64
12.6	Default	64
12.7	Deemed Distribution Under Code Section 72(p)	65
12.8	Treatment of Outstanding Balance of Loan Deemed Distributed Under Code Section 72(p)	65
12.9	Special Rules Applicable to Loans	65
12.10	PRIOR LOANS	66

ARTICLE XIII WITHDRAWALS WHILE EMPLOYED		67

13.1	Non-Hardship Withdrawals of Rollover Contributions	67
13.2	Non-Hardship Withdrawals of Restricted Contributions	67
13.3	Non-Hardship Withdrawals of Matching Contributions	67
13.4	Qualified Reservists Withdrawals of 401(k) Contributions	67

Years of Vesting Service	Vested Interest
Less than 1	0%
1, but less than 2	20%
2, but less than 3	40%
3, but less than 4	60%
4, but less than 5	80%
5 or more	100%

PREAMBLE		1

ARTICLE I DEFINITIONS AND INTERPRETATION		2

1.1	Plan Definitions	2
1.2	Interpretation	13

ARTICLE II SERVICE		14

2.1	Special Definitions	14
2.2	Crediting of Hours of Service	15
2.3	Crediting of “Continuous Service”	15
2.4	Crediting Eligibility Service	15
2.5	Vesting Service	16
2.6	Crediting of Service on Transfer or Amendment	16

ARTICLE III ELIGIBILITY		17

3.1	Eligibility	17
3.2	Transfers of Employment	18
3.3	Reemployment	18
3.4	Notification Concerning New Eligible Employees	19
3.5	Effect and Duration	19

ARTICLE IV 401(K) CONTRIBUTIONS		20

4.1	401(k) Contributions	20
4.2	Amount of 401(k) Contributions	20
4.3	Catch-Up 401(k) Contributions	20
4.4	Contributions Limited to Effectively Available Compensation	21
4.5	Amendments to Reduction Authorization	21
4.6	Suspension of 401(k) Contributions	21
4.7	Resumption of 401(k) Contributions	22
4.8	Delivery of 401(k) Contributions	22
4.9	Vesting of 401(k) Contributions	22

ARTICLE V AFTER-TAX AND ROLLOVER CONTRIBUTIONS.		23

5.1	No After-Tax Contributions	23
5.2	Rollover Contributions	23
5.3	Direct Rollovers to Plan	23
5.4	Participant Rollovers to Plan	24
5.5	Restrictions on Rollover Contributions	24
5.6	Vesting of Rollover Contributions	25

ARTICLE VI EMPLOYER CONTRIBUTIONS		26

6.1	Contribution Period	26

13.5	Withdrawal Upon Deemed Severance from Employment Due to Qualified Military Service	68
13.6	Overall Limitations on Non-Hardship Withdrawals	68
13.7	Hardship Withdrawals	69
13.8	Hardship Determination	69
13.9	Satisfaction of Necessity Requirement for Hardship Withdrawals	70
13.10	Conditions and Limitations on Hardship Withdrawals	71
13.11	Order of Withdrawal from a Participant’s Sub-Accounts	71

ARTICLE XIV TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE		73

14.1	Termination of Employment and Settlement Date	73
14.2	Separate Accounting for Non-Vested Amounts	73
14.3	Disposition of Non-Vested Amounts	73
14.4	Treatment of Forfeited Amounts	74
14.5	Recrediting of Forfeited Amounts	75

ARTICLE XV DISTRIBUTIONS		76

15.1	Distributions to Participants	76
15.2	Distributions to Beneficiaries	76
15.3	Code Section 401(a)(9) Requirements	76
15.4	Cash Outs and Participant Consent	80
15.5	Required Commencement of Distribution	80
15.6	Reemployment of a Participant	80
15.7	Restrictions on Alienation	80
15.8	Facility of Payment	81
15.9	Inability to Locate Payee and Non-Negotiated Checks	81
15.10	Distribution Pursuant to Qualified Domestic Relations Orders	82

ARTICLE XVI FORM OF PAYMENT		83

16.1	Applicability	83
16.2	Form of Payment	83
16.3	Direct Rollover	83
16.4	Notice Regarding Form of Payment	85
16.5	Distribution in the Form of Employer Stock	85

ARTICLE XVII BENEFICIARIES		86

17.1	Designation of Beneficiary	86
17.2	Designation of Beneficiary – Special Rule for Prior Profit Sharing Plan Participants	86
17.3	Spousal Consent Requirements	87

ARTICLE XVIII ADMINISTRATION		88

18.1	Authority of the Sponsor and Administrator	88
18.2	Discretionary Authority	88
18.3	Action of the Sponsor	89
18.4	Claims Review Procedure	89
18.5	Exhaustion of Remedies	96
18.6	Grounds for Judicial Review	96
18.7	Qualified Domestic Relations Orders	96
18.8	Correction of Erroneous Payments and Overpayments	97
18.9	Employee Benefits Committee	97
18.10	Actions Binding	97
18.11	Disaster Relief Policy	98

ARTICLE XIX AMENDMENT AND TERMINATION		99

19.1	Amendment by the Mass Submitter	99
19.2	Amendment by Plan Sponsor	99
19.3	Amendment by Provider	100
19.4	Limitation on Amendment	102
19.5	Termination	102
19.6	Inability to Locate Payee on Plan Termination	104
19.7	Reorganization	104
19.8	Withdrawal of an Employer	104
19.9	Loss of Pre-Approved Plan Status	104

ARTICLE XX ADOPTION BY OTHER ENTITIES		105

20.1	Adoption by Related Employers	105
20.2	Effective Plan Provisions	105

ARTICLE XXI MISCELLANEOUS PROVISIONS		106

21.1	No Commitment as to Employment	106
21.2	Benefits	106
21.3	No Guarantees	106
21.4	Expenses	106
21.5	Precedent	106
21.6	Duty to Furnish Information	107
21.7	Merger, Consolidation, or Transfer of Plan Assets	107
21.8	Condition on Employer Contributions	107
21.9	Return of Contributions to an Employer	107
21.10	Validity of Plan	108
21.11	Trust Agreement	108
21.12	Parties Bound	108
21.13	Application of Certain Plan Provisions	108
21.14	MERGED PLANS	108
21.15	Transferred Funds	109

APPENDIX TO FLUSHING BANK 401(K) SAVINGS PLAN	115

APPENDIX TO FLUSHING BANK 401(K) SAVINGS PLAN	118

BIPARTISAN BUDGET ACT OF 2018 AND THE 2017 TAX CUTS AND JOBS ACT	1

CORONAVIRUS AID, RELIEF AND ECONOMIC SECURITY ACT (“CARES ACT”)	1