Cboe Global Markets Supplemental Retirement Plan

EX-10.1 2 cboe-20240930xex101.htm EX-10.1 CBOE-2024.09.30-EX 10.1

Plan Number: 44315ECM NQ 2007 AA

(07/2007)

Exhibit 10.1

The CORPORATE Supplemental Executive Retirement plan

Adoption Agreement

IMPORTANT NOTE

This document has not been approved by the Department of Labor, the Internal

Revenue Service or any other governmental entity. An Employer must determine

whether the plan is subject to the Federal securities laws and the securities laws of the

various states. An Employer may not rely on this document to ensure any particular tax

consequences or to ensure that the Plan is "unfunded and maintained primarily for the

purpose of providing deferred compensation to a select group of management or highly

compensated employees" under the Employee Retirement Income Security Act with

respect to the Employer's particular situation. Fidelity Management Trust Company,

its affiliates and employees cannot and do not provide legal or tax advice or opinions in

connection with this document. This document does not constitute legal or tax advice

or opinions and is not intended or written to be used, and it cannot be used by any

taxpayer, for the purposes of avoiding penalties that may be imposed on the taxpayer.

This document must be reviewed by the Employer’s attorney prior to adoption.

Plan Number: 44316ECM NQ 2007 AA

(07/2007)

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ADOPTION AGREEMENT

ARTICLE 1

1.01PLAN INFORMATION

(a)Name of Plan:

This is the Cboe Global Markets Supplemental Retirement Plan (the "Plan").

(b)Plan Status (Check one.):

(1)Adoption Agreement effective date: 09/01/2024.

(2)The Adoption Agreement effective date is (Check (A) or check and complete (B)):

(A)☐A new Plan effective date_________________.

(B)☒An amendment and restatement of the Plan. The original effective date of

the Plan was: 02/16/2005.

(c)Name of Administrator, if not the Employer:

_____________________________________________________________________

1.02 EMPLOYER

(a)Employer Name: Cboe Global Markets, Inc.

(b)The term "Employer" includes the following Related Employer(s)

(as defined in Section 2.01(a)(25)) participating in the Plan:

•Cboe Services Company EIN: 11 ###-###-####

•BIDS Holdings, L.P. EIN: 20 ###-###-####

1.03 COVERAGE

(Check (a) and/or (b).)

(a)☒ The following Employees are eligible to participate in the Plan (Check (1) or (2)):

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(1) ☐Only those Employees designated in writing by the Employer, which writing is

hereby incorporated herein.

(2) ☒ Only those Employees in the eligible class described below:

Attained a position with an Employer of Senior Director or above (Employee who was eligible

to participate in the Plan on or before 1/1/2023 shall continue to be considered eligible to

participate in the Plan until his or her subsequent Separation from Service)

(b) The following Directors are eligible to participate in the Plan (Check (1) or (2)):

(1) Only those Directors designated in writing by the Employer, which writing is hereby

incorporated herein.

(2) All Directors, effective as of the later of the date in 1.01(b) or the date the Director

becomes a Director.

(Note: A designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in

Section 1.03(a)(2) must include the effective date of such participation.)

1.04COMPENSATION

(If Section 1.03(a) is selected, select (a) or (b). If Section 1.03(b) is selected, complete (c))

For purposes of determining all contributions under the Plan:

(a) Compensation shall be as defined, with respect to Employees, in the

___________________Plan maintained by the Employer:

(1)to the extent it is in excess of the limit imposed under Code section 401(a)(17).

(2) notwithstanding the limit imposed under Code section 401(a)(17).

(b)☒ Compensation shall be as defined in Section 2.01(a)(9) with respect to Employees (Check (1),

and/or (2) below, if, and as, appropriate):

(1) ☒ but excluding the following:

See Attachment B

(2) but excluding bonuses, except those bonuses listed in the table in

Section 1.05(a)(2).

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the following: _

1.05CONTRIBUTIONS ON BEHALF OF EMPLOYEES

(a)Deferral Contributions (Complete all that apply):

(1)☒ Deferral Contributions. Subject to any minimum or maximum deferral amount

provided below, the Employer shall make a Deferral Contribution in accordance

with, and subject to, Section 4.01 on behalf of each Participant who has an

executed salary reduction agreement in effect with the Employer for the

applicable calendar year (or portion of the applicable calendar year).


Deferral Contributions Type of Compensation	Dollar Amount		% Amount
	Min	Max	Min	Max
Base Compensation					50%

(Note: With respect to each type of Compensation, list the minimum and maximum dollar

amounts or percentages as whole dollar amounts or whole number percentages.)

(2) ☒Deferral Contributions with respect to Bonus Compensation only. The Employer

requires Participants to enter into a special salary reduction agreement to make

Deferral Contributions with respect to one or more Bonuses, subject to minimum

and maximum deferral limitations, as provided in the table below.


Deferral Contributions Type of Bonus	Treated As		Dollar Amount		% Amount
Deferral Contributions Type of Bonus	Performance Based	Non- Performance Based	Min	Max	Min	Max
Bonus Compensation	X					50%

(Note: With respect to each type of Bonus, list the minimum and maximum dollar amounts or

percentages as whole dollar amounts or whole number percentages. In the event a bonus

identified as a Performance-based Bonus above does not constitute a Performance-based

Bonus with respect to any Participant, such Bonus will be treated as a Non-Performance-based

Bonus with respect to such Participant.)

(b)Matching Contributions (Choose (1) or (2) below, and (3) below, as applicable):

(1)☒The Employer shall make a Matching Contribution on behalf of each Employee

Participant in an amount described below:

(A) ☒ 200% of the Employee Participant’s Deferral Contributions for the calendar

year.

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(B) The amount, if any, declared by the Employer in writing, which writing is

hereby incorporated herein.

(2)Matching Contribution Offset. For each Employee Participant who has made

elective contributions (as defined in 26 CFR section 1.401(k)-6 (“QP

Deferrals”)) of the maximum permitted under Code section 402(g), or the

maximum permitted under the terms of the ___________________________

Plan (the “QP”), to the QP, the Employer shall make a Matching Contribution

in an amount equal to (A) minus (B) below:

(A) The matching contributions (as defined in 26 CFR section 1.401(m)-1(a)(2)

(“QP Match”)) that the Employee Participant would have received under the QP

on the sum of the Deferral Contributions and the Participant’s QP Deferrals,

determined as though—

no limits otherwise imposed by the tax law applied to such QP match;

and

the Employee Participant’s Deferral Contributions had been made to the

QP.

(B) The QP Match actually made to such Employee Participant under the QP for the

applicable calendar year.

Provided, however, that the Matching Contributions made on behalf of any Employee Participant

pursuant to this Section 1.05(b)(2) shall be limited as provided in Section 4.02 hereof.

(3)☒ Matching Contribution Limits (Check the appropriate box (es)):

(A) ☒ Deferral Contributions in excess of 4% of the Employee Participant’s

Compensation for the calendar year shall not be considered for Matching

Contributions.

(B) Matching Contributions for each Employee Participant for each calendar year

shall be limited to $ .

(c)Employer Contributions

(1) Fixed Employer Contributions. The Employer shall make an Employer Contribution

on behalf of each Employee Participant in an amount determined as described

below:

_________________________________________________________________

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(07/2007)

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(2) ☒ Discretionary Employer Contributions. The Employer may make Employer

Contributions to the accounts of Employee Participants in any amount (which

amount may be zero), as determined by the Employer in its sole discretion from time

to time in a writing, which is hereby incorporated herein.

1.06CONTRIBUTIONS ON BEHALF OF DIRECTORS

(a) Director Deferral Contributions

The Employer shall make a Deferral Contribution in accordance with, and

subject to, Section 4.01 on behalf of each Director Participant who has an

executed deferral agreement in effect with the Employer for the applicable

calendar year (or portion of the applicable calendar year), which deferral

agreement shall be subject to any minimum and/or maximum deferral amounts

provided in the table below.


Deferral Contributions Type of Compensation	Dollar Amount		% Amount
Deferral Contributions Type of Compensation	Min	Max	Min	Max

(Note: With respect to each type of Compensation, list the minimum and maximum dollar

amounts or percentages as whole dollar amounts or whole number percentages.)

(b)Matching and Employer Contributions:

(1) Matching Contributions. The Employer shall make a Matching Contribution on

behalf of each Director Participant in an amount determined as described below:

___________________________________________________________________

________________________________________________________________.

(2) Fixed Employer Contributions. The Employer shall make an Employer Contribution

on behalf of each Director Participant in an amount determined as described below:

___________________________________________________________________

___________________________________________________________________.

(3) Discretionary Employer Contributions. The Employer may make Employer

Contributions to the accounts of Director Participants in any amount (which amount

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may be zero), as determined by the Employer in its sole discretion from time to

time, in a writing, which is hereby incorporated herein.

1.07 DISTRIBUTIONS

The form and timing of distributions from the Participant’s vested Account shall be made consistent with

the elections in this Section 1.07.

(a) (1) Distribution options to be provided to Participants


	(A) Specified Date	(B) Specified Age	(C) Separation From Service	(D) Earlier of Separation or Age	(E) Earlier of Separation or Specified Date	(F) Disability	(G) Change in Control	(H) Death
Deferral Contribution	☒ Lump Sum ☒ Installments	Lump Sum Installments	☒ Lump Sum ☒ Installments	Lump Sum Installments	☒ Lump Sum ☒ Installments	Lump Sum Installments	☒ Lump Sum	Lump Sum Installments
Matching Contributions	☒ Lump Sum ☒ Installments	Lump Sum Installments	☒ Lump Sum ☒ Installments	Lump Sum Installments	☒ Lump Sum ☒ Installments	Lump Sum Installments	☒ Lump Sum	Lump Sum Installments
Employer Contributions	☒ Lump Sum ☒ Installments	Lump Sum Installments	☒ Lump Sum ☒ Installments	Lump Sum Installments	☒ Lump Sum ☒ Installments	Lump Sum Installments	☒ Lump Sum	Lump Sum Installments

(Note: If the Employer elects (F), (G), or (H) above, the Employer must also elect (A), (B), (C), (D), or

(E) above, and the Participant must also elect (A), (B), (C), (D), or (E) above. In the event the Employer

elects only a single payment trigger and/or payment method above, then such single payment trigger and/

or payment method shall automatically apply to the Participant. If the employer elects to provide for

payment upon a specified date or age, and the employer applies a vesting schedule to amounts that may

be subject to such payment trigger(s), the employer must apply a minimum deferral period, the number of

years of which must be greater than the number of years required for 100% vesting in any such amounts.

If the employer elects to provide for payment upon disability and/or death, and the employer applies a

vesting schedule to amounts that may be subject to such payment trigger, the employer must also elect to

apply 100% vesting in any such amounts upon disability and/or death.)

(2)XA Participant incurs a Disability when the Participant (Check at least one if Section

1.07(a)(1)(F) or if Section 1.08(e)(3) is elected):

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(A)		is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
(B)	X	is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Employer.
(C)	X	is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board.


(D)		is determined to be disabled pursuant to the following disability insurance program: ________________________________the definition of disability under which complies with the requirements in regulations under Code section 409A.

(Note: If more than one box above is checked, then the Participant will have a

Disability if he satisfies at least one of the descriptions corresponding to one of such

checked boxes.)

(3)X Regardless of any payment trigger and, as applicable, payment method, to which the

Participant would otherwise be subject pursuant to (1) above, the first to occur of the

following Plan-level payment triggers will cause payment to the Participant commencing

pursuant to Section 1.07(c)(1) below in a lump sum, provided such Plan-level payment

trigger occurs prior to the payment trigger to which the Participant would otherwise be

subject.


Payment Trigger
(A)		Separation from Service prior to: ________________________________________
(B)		Separation from Service
(C)	X	Death
(D)		Change in Control

(b) Distribution Election Change

A Participant


(1) ☒	shall
(2) ☐	shall not

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be permitted to modify a scheduled distribution election in accordance with Section 8.01(b)

hereof.

(1)Each lump sum distribution and the first distribution in a series of installment payments

(if applicable) shall commence as elected in (A), (B) or (C) below:


(A) ☐	Monthly on the _______ day of the month which day next follows the applicable triggering event described in 1.07(a).
(B) ☐	Quarterly on the _____ day of the following months ____________, ______________, _______________, or____________ (list one month in each calendar quarter) which day next follows the applicable triggering event described in 1.07(a).
(C) X	Annually on the 1st day of February (month) which day next follows the applicable triggering event described in 1.07(a).

(Note: Notwithstanding the above: a six-month delay shall be imposed with respect to

certain distributions to Specified Employees; a Participant who chooses payment on a

Specified Date will choose a month, year or quarter (as applicable) only, and payment will

be made on the applicable date elected in (A), (B) or (C) above that falls within such

month, year or quarter elected by the Participant.)

(2)The commencement of distributions pursuant to the events elected in Section 1.07(a)(1)

and Section 1.07(a)(3) shall be modified by application of the following:


(A) ☐	Separation from Service Event Delay – Separation from Service will be treated as not having occurred for _____ months after the date of such event.
(B) ☐	Plan Level Delay – all distribution events (other than those based on Specified Date or Specified Age) will be treated as not having occurred for _____ days (insert number of days but not more than 30).

(d)Installment Frequency and Duration

If installments are available under the Plan pursuant to Section 1.07(a), a Participant shall be

permitted to elect that the installments will be paid (Complete 1 and 2 below):

(1)at the following intervals:

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(A) ☐	Monthly commencing on the day elected in Section 1.07(c)(1).
(B) ☐	Quarterly commencing on the day elected in Section1.07 (c)(1) (with payments made at three-month intervals thereafter).
(C) X	Annually commencing on the day elected in Section 1.07(c)(1).

(2)over the following term(s) (Complete either (A) or (B)):

(A) XAny term of whole years between 2 (minimum of 1) and 10 (maximum

of 30).

(B) Any of the whole year terms selected below.


1	2	3	4	5	6
7	8	9	10	11	12
13	14	15	16	17	18
19	20	21	22	23	24
25	26	27	28	29	30

(Note: Only elect a term of one year if Section 1.07(d)(1)(A) and/or Section

1.07(d)(1)(B) is elected above.)

(e)Conversion to Lump Sum


☐	Notwithstanding anything herein to the contrary , if the Participant’s vested Account at the time such Account becomes payable to him hereunder does not exceed $ ________ distribution of the Participant’s vested Account shall automatically be made in the form of a single lump sum at the time prescribed in Section 1.07(c)(1).

(f) Distribution Rules Applicable to Pre-effective Date Accruals


☐	Benefits accrued under the Plan (subject to Code section 409A) prior to the date in Section 1.01(b)(1) above are subject to distribution rules not described in Section 1.07(a) through (e), and such rules are described in Attachment A Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES.

1.08VESTING SCHEDULE

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(a) (1) The Participant’s vested percentage in Matching Contributions elected in Section 1.05(b)

shall be based upon the following schedule and unless Section 1.08(a)(2) is checked

below will be based on the elapsed time method as described in Section 7.03(b).


Years of Service	Vesting %
0 1 2 3 4 5	0 20 40 60 80 100

(2) ☐ Vesting shall be based on the class year method as described in Section 7.03(c).

(b) (1)The Participant’s vested percentage in Employer Contributions elected in Section 1.05(c)

shall be based upon the following schedule and unless Section 1.08(b)(2) is checked

below will be based on the elapsed time method as described in Section 7.03(b).


Years of Service	Vesting %
0 1 2 3 4 5	0 20 40 60 80 100

(2) ☐ Vesting shall be based on the class year method as described in Section 7.03(c).

(1) ☐for new plans, service prior to the Effective Date as defined in Section

1.01(b)(2)(A).

(2) ☐ for existing plans converting from another plan document, service prior to the

original Effective Date as defined in Section 1.01(b)(2)(B).

(Note: Do not elect to apply this Section 1.08(c) if vesting is based only on the class year

method.)

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(d)XNotwithstanding anything to the contrary herein, a Participant will forfeit his Matching

Contributions and Employer Contributions (regardless of whether vested) upon the occurrence

of the following event(s):

See Attachment B

(Note: Contributions with respect to Directors, which are 100% vested at all times, are subject to

the rule in this subsection (d).)

(e) A Participant will be 100% vested in his Matching Contributions and Employer Contributions

upon (Check the appropriate box(es)):

(1) Retirement eligibility is the date the Participant attains age ___ and completes

___ Years of Service, as defined in Section 7.03(b).

(2) XDeath.

(3) X The date on which the Participant becomes disabled, as determined under Section

1.07(a)(2).

(Note: Participants will automatically vest upon Change in Control if Section

1.07(a)(1)(G) is elected.)

(f)☐Years of Service in Section 1.08 (a)(1) and Section 1.08 (b)(1) shall include service with the

following employers:

___________________________________________________________________________

1.09INVESTMENT DECISIONS

A Participant’s Account shall be treated as invested in the Permissible Investments as directed by

the Participant unless otherwise provided below:

___________________________________________________________________

1.10 ADDITIONAL PROVISIONS

The Employer may elect Option below and complete the Superseding Provisions Addendum to

describe overriding provisions that are not otherwise reflected in this Adoption Agreement.

X The Employer has completed the Superseding Provisions Addendum to reflect the provisions

of the Plan that supersede provisions of this Adoption Agreement and/or the Basic Plan

Document.

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EXECUTION PAGE

(Fidelity’s Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 4th day of

September, 2024.

EmployerCboe Global Markets, Inc.

By /s/ Stephanie Foley

Title EVP, Chief Human Resources Officer

Plan Number: 44316ECM NQ 2007 AA

(07/2007)

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EXECUTION PAGE

(Employer's Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 4th day of

September, 2024.

EmployerCboe Global Markets, Inc.

By /s/ Stephanie Foley

Title EVP, Chief Human Resources Officer

Plan Number: 44316ECM NQ 2007 AA

(07/2007)

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AMENDMENT EXECUTION PAGE

(Fidelity’s Copy)

Plan Name:Cboe Global Markets Supplemental Retirement Plan (the “Plan”)

Employer:Cboe Global Markets, Inc.

(Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or

makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to

these execution pages.)

The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:


Section Amended	Effective Date

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.

Employer:

By:

Title:

Date:

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AMENDMENT EXECUTION PAGE

(Employer’s Copy)

Plan Name:Cboe Global Markets Supplemental Retirement Plan (the “Plan”)

Employer:Cboe Global Markets, Inc.

(Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or

makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to

these execution pages.)


Section Amended	Effective Date

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.

Employer:

By:

Title:

Date:

Plan Number: 44316ECM NQ 2007 AA

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ATTACHMENT A

Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES

Plan Name: Cboe Global Markets Supplemental Retirement Plan

Plan Number: 44316ECM NQ 2007 AA

(07/2007)

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ATTACHMENT B

Re: SUPERSEDING PROVISIONS

for

Plan Name: Cboe Global Markets Supplemental Retirement Plan

(a)Superseding Provision(s) – The following provisions supersede other provisions of this Adoption

Agreement and/or the Basic Plan Document as described below:

1.Notwithstanding anything to the contrary in Section 1.03(a)(2), all Employees described in item 5 below

are eligible to participate and shall be considered “Participants” in the Plan to the extent set forth in item

2.Notwithstanding anything to the contrary in Sections 1.04, for purposes of determining Deferral

Contributions under the Plan, Compensation shall include only base compensation and bonuses (including

amounts deferred by the Participant under the Cboe Global Markets Deferred Compensation Plan).

Compensation shall specifically exclude amounts contributed by the Employer under the Senior

Executive Cafeteria Plan.

3.Notwithstanding anything to the contrary in Sections 1.05(a)(1) and 1.05(a)(2), Deferral Contributions

shall be in whole and fractional percentages as designated by a Participant in his or her election form.

4.Section 1.05 – Contributions. A Participant may elect to make deferral contributions, pursuant to Section

1.05(a) of the adoption Agreement in an amount or percentage of his or her Compensation for any Plan

Year in excess of $345,000 (2024). Deferral contributions with respect to Compensation amounts below

$345,000 (2024) may be made only under the Cboe Global Markets Smart Plan. Notwithstanding

anything to the contrary in Article 4.01, an election to defer Compensation shall continue in effect for

Compensation relating to all services performed in succeeding calendar years until modified or revoked

by the Participant with a subsequent election form pursuant to Article 4.

The Company will make a matching contribution to the Plan as set forth in Section 1.05(b) of the

Adoption Agreement based upon the amount of each Participant’s deferral contributions made under the

Plan; provided that such matching contributions will be based only on the Participant’s deferral

contributions that relate to his Compensation in excess of $345,000. Compensation for purposes of

section 1.05 shall have the meaning set for the in section 1.04.

The $345,000 amounts referred to above shall all in cases be adjusted periodically to reflect cost of living

increases at the time and in the same manner as such amount is adjusted under Internal Revenue Code

Section 401( a)(17), or any successor section.

5.Section 1.05(b)(2) – Matching Contributions. Notwithstanding the coverage requirements of Section

1.03(a) or the matching contribution described in Section 1.05(b) of the Adoption Agreement, the

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Employer shall make a matching contribution and/or a profit sharing contribution to the Plan for the Plan

Year for any employee (regardless of the amount of his or her Compensation for such Plan Year) who

elects to defer earnings otherwise payable to him or her in such Plan Year pursuant to the terms of the

Cboe Global Markets Deferred Compensation Plan. A matching contribution and/or profit-sharing

contribution made for a Participant pursuant to this paragraph shall be in addition to any matching

contribution, if any, made for him or her for the applicable Plan Year pursuant to the Adoption

Agreement.

6.If elected by the Participant, distribution of a Participant’s entire interest in the Plan shall be made after

the date of consummation of a Change in Control in accordance with Sections 1.07(a)(1)(G) and

1.07(c)(1); provided, however, that a Change in Control shall not include:

(a)Any change in form of organization of Employer from a non-stock entity to a stock

corporation, or

(b)Any public offering of the Employer’s shares of stock after it becomes a stock corporation.

If the Participant fails to make an election, Change in Control distribution shall not be made to the

Participant.

7.Section 1.08(d) – Forfeiture Notwithstanding the vesting schedules set forth in Sections 1.08(a)

and (b), if the employment of any Participant, including the Chairman of the Board of Directors of the

Employer, shall be terminated by the Employer for Cause, the Matching Contributions and Discretionary

Employer Contributions credited to the Account of the Participant shall be forfeited, and no amount shall

be payable to or with respect to the Participant pursuant to the terms of the Plan.

(a)A Participant shall engage, during the performance of his or her duties for the employer, in

acts or omissions constituting dishonesty, intentional breach of fiduciary obligations, or

intentional wrongdoing or malfeasance.

(b)A Participant shall intentionally disobey or disregard a lawful and proper direction of the

Board of Directors; or

(c)A Participant shall materially breach an employment agreement entered into between the

Participant and the Employer and such breach by its nature is incapable of being cured, or

such breach remains uncured for more than 30 days following receipt by the Participant of

written notice from the Employer specifying the nature of the breach and demanding the cure

thereof. For purposes of this clause (c), a material breach of any such employment agreement

that involves inattention by the Participant to his or her duties under the employment

agreement shall be deemed a breach capable of cure.

In addition, the Participants employment shall be deemed to have terminated for Cause if, after the

Participant’s employment has terminated, facts and circumstances arising during the course of the

Participant’s employment are discovered that would have justified a termination for Cause.

The following shall not constitute Cause:

(a)Any personal or policy disagreement between a Participant and the Employer, or any member

of the Employer or of the Board of Directors, or

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(b)Any action taken by a Participant in connection with his or her duties for the Employer, or

any failure to act, if the Participant acted or failed to act in good faith, and in a manner he or

she reasonably believed to be in, and not opposed to, the best interest of the Employer, and he

or she had no reasonable cause to believe his or her conduct was unlawful.

If the Matching Contributions and Discretionary contributions credited to the Account of a Participant

shall be forfeited by reason of his or her termination of employment for Cause, the Employer shall give at

least 30 days prior written notice to the Participant specifying in detail the reason or reasons constituting

Cause.

8.In addition to the events indicated under Section 1.08(e), a Participant will be fully vested in his or her

Account in the event of the termination of the Plan.

9.Article 7.02 shall be replaced in its entirety with the following:

7.02. Death. If provided by the Employer in Section 1.08 (e)(2), the Account of a Participant or former

Participant who dies before the distribution of his entire Account will be 100% vested, provided that at

the time of his death he is earning Years of Services.

10.Each Participant from time to time, pursuant to a beneficiary designation submitted to Fidelity, may

designate any legal or natural person or persons (who may be designated contingently or successively) to

whom his or her Plan interest is to be paid if he or she dies before receiving the entire balance thereof. A

beneficiary designation shall be effective only when the executed beneficiary form is delivered to the

Employer in writing or by other method prescribed by the Employer while the Participant is alive and will

cancel all beneficiary designation forms delivered earlier. If a deceased Participant fails to designate a

beneficiary prior to his or her death, or if all designated beneficiaries predecease the Participant, his or her

interest in the Plan shall be paid to his or her surviving spouse, or if none, to his or her lawful

descendants, per stirpes, or, if none survive him or her, to the legally appointed representatives of his or

her estate, or if none are appointed within six months after the date of his or her death, to his or her heirs

at law under the laws of descent and distribution of the state in which the Participant is domiciled a the

date of death. 8.01(e) Notwithstanding anything herein to the contrary, with respect to any Specified

Employee, if the applicable payment trigger is Separation from Service, then payment shall not

commence before the date that is six months after the date of Separation from Service (or, if earlier, the

date of death or Disability of the Specified Employee, pursuant to Section 7.02 and 7.07). Payments to

which a Specified Employee would otherwise be entitled during the first six months following the date of

Separation from Service are delayed by six months.

11.8.01(f) Article 8.01(f)( c) shall be replaced in its entirety with the following.

The Plan Sponsor shall pay the value of the entire Participant’s Balance in a single lump sum if the Participant’s

entire Account Balance, including any Specific Date account balances, at Separation from Service if the balance is

less than the Internal Revenue Code 402(g)(1)(B) limit ($23,000 in 2024). The single lump sum payment will be

made at the time specified in Section 1.07(c)(1).