Parsley Energy, Inc. Nonqualified Deferred Compensation Plan, effective as of December 21, 2018

Article I Preamble and Purpose

1.01

Article II Definitions and Construction

2.01

Article III Eligibility and Participation

3.01

3.02

3.03

Article IV Election Procedures

4.01

4.02

4.03

4.04

4.05

4.06

5.01

5.02

Article VI Accounts and Investment Options

6.01

6.02

6.03

6.04

6.05

Article VII Vesting

7.01

7.02

Article VIII Payment of Participant Accounts

8.01

8.02

8.03

8.04

8.05

8.06

Article IX Payments Due to Unforeseeable Emergency

9.01

9.02

9.03

9.04

9.05

Article X Acceleration Events

10.01

Article XI Payments to Beneficiaries

11.01

Article XII Administration and Authority

12.01

12.02

12.03

12.04

Article XIII Amendment and Termination

13.01

13.02

13.03

Article XIV Claims For Benefits

14.01

14.02

14.03

14.04

14.05

14.06

Article XV Miscellaneous

15.01

15.02

15.03

15.04

15.05

15.06

15.07

15.08

15.09

15.10

15.11

15.12

Preamble and Purpose. Parsley Energy, Inc., a Delaware corporation (the “Company”) has established this Parsley Energy, Inc. Nonqualified Deferred Compensation Plan (the “Plan”) to permit the Company and its Subsidiaries to attract and retain a select group of management or highly compensated employees (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA) and Directors of the Company and its Subsidiaries by allowing them to defer certain compensation to provide for their retirement.

Definitions. As used in the Plan, the following terms have the following meanings:

“Accounts” means one or more separate bookkeeping accounts maintained by the Company or its agent on behalf of a Participant to reflect the Participant’s interests under the Plan and includes any Cash Account or Equity Account.

“Affiliate” means with respect to any person, any other person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.

“Applicable Agreement” has the meaning set forth in Section 4.05(b).

“Award Agreement” means, with respect to Restricted Stock Units granted pursuant to the LTIP, the award agreement (including any associated notice of grant) or other document evidencing the grant of such award.

“Base Salary” means an Employee’s annual base salary paid by the Company or one of its Subsidiaries to or for the benefit of such Employee for services rendered.

“Beneficiary” means any person or entity, designated in accordance with Section 15.07, entitled to receive benefits which are payable upon or after a Participant’s death pursuant to the terms of the Plan.

“Board” means the Board of Directors of the Company.

“Bonus Compensation” means any cash bonus or cash incentive compensation earned by an Employee for services rendered to the Company or one of its Subsidiaries under a plan, program, or arrangement sponsored or maintained by the Company or one of its Subsidiaries.

“Cash Account” means any or all of the following: (i) an Elective Cash Deferral Account; (ii) a Matching Contribution Account; and (iii) a Discretionary Contribution Account.

“Change in Control” has the meaning assigned to such term in the LTIP; provided, however, that, for purposes of the Plan, a “Change in Control” shall not be deemed to have occurred unless such event also constitutes a “change in the ownership of a corporation,” “change in the effective control of a corporation,” or a “change in the ownership of a substantial portion of a corporation’s assets” within the meaning of Section 409A of the Code as applied to the Company.

“Claimant” has the meaning set forth in Section 14.01.

“Code” means the United States Internal Revenue Code of 1986, as amended, and the final or temporary regulations promulgated by the United States Department of the Treasury thereunder.

“Committee” means the Compensation Committee of the Board, unless the Board designates a different committee of two or more Directors to serve as the Committee.

“Company” has the meaning set forth in Section 1.01.

“Deferral Election” means an election by an Eligible Person to defer Base Salary, Director Fees, Bonus Compensation, and/or Restricted Stock Units.

“Determination Date” means the last Valuation Date preceding the payment date.

“Director” means a member of the Board who is not an Employee.

“Director Fees” means the annual cash retainer and all meeting fees payable in cash to a Director for service as a member of the Board, including retainers and meeting fees paid for service as the lead Director, a committee member (including a special committee), or committee chairman.

“Disabled or Disability” means that a Participant is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) by reason of any medically determinable physical or mental impairment which 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 three months under an accident and health plan covering employees of the Company or its Subsidiaries.

“Discretionary Contribution” means the amount the Company contributes to the Plan on behalf of a Participant, pursuant to Section 5.02.

“Discretionary Contribution Account” means a separate Cash Account maintained for each Participant to record the Discretionary Contributions made to the Plan pursuant to Section 5.02, plus all earnings and losses allocable thereto.

“Distribution Date” means a date specified by a Participant in his or her Election Form for the payment (or the commencement of payment, in the case of installments) of all or a portion of such Participant’s Account.

“Dividend Equivalent” has the meaning assigned to such term in the LTIP.

“Effective Date” means December 21, 2018.

“Election Form” means the written form or forms provided by the Plan Administrator pursuant to which a Participant makes Deferral Elections under the Plan. The Election Form includes the amount or percentage of Base Salary, Bonus Compensation, Director Fees, and/or Restricted Stock Units as applicable, to be deferred (subject to any minimum or maximum amounts established by the Committee); the Distribution Date(s); the form of payment (lump sum or installments); and the selected Investment Options, if applicable.

“Election Period” means the period established by the Plan Administrator with respect to each Plan Year during which an Eligible Person may make Deferral Elections for a subsequent Plan Year, subject to the following requirements:

Except as provided in (ii) and (iii) below, the Election Period shall end no later than the last day of the Plan Year immediately preceding the Plan Year in which the services will be performed with respect to the compensation to be deferred;

If any Bonus Compensation constitutes “performance-based compensation” within the meaning of Section 409A of the Code, then the Election Period for such amounts shall end no later than the date that is six months before the end of the applicable performance period (and in no event later than the date on which the amount of the Bonus Compensation becomes “readily ascertainable” within the meaning of Section 409A of the Code); and

In the case of an Eligible Person who is newly employed or elected or appointed to the Board during the Plan Year, the Election Period shall end no later than 30 days after such Eligible Person first becomes an Employee or a Director and shall apply only with respect to compensation earned after the date the Deferral Election made during such 30-day period is received by the Plan Administrator.

“Elective Cash Deferrals” means (i) Base Salary, Bonus Compensation, and Director Fee deferrals, (ii) any Dividend Equivalents representing the right to receive cash dividends or other cash distributions made to shareholders of the Company attributable to Restricted Stock Units subject to a Deferral Election

“Elective Equity Deferrals” means (i) Restricted Stock Unit deferrals, (ii) any Dividend Equivalents representing the right to receive Shares in connection with a Share dividend or other Share distribution made to shareholders of the Company attributable to Restricted Stock Units subject to a Deferral Election hereunder, and (iii) any Share dividends or other Share distributions deemed to have been received with respect to notionally invested Shares in a Participant’s Equity Account.

“Elective Cash Deferral Account” means a separate Account maintained for each Participant to record the Elective Cash Deferrals made to the Plan pursuant to Article IV and all earnings and losses allocable thereto.

“Eligible Person” means (i) a Director; or (ii) an Employee who is (A) selected by the Committee to participate in the Plan or (B) is serving in the position of Vice President of the Company or a more senior position. The Committee shall have the sole discretion to determine whether an Employee is an Eligible Person. Eligible Persons (other than Directors) shall be limited to a select group of management or highly compensated employees within the meaning of Sections 201, 301 and 404 of ERISA. As provided in Section 13.03, the Committee may at any time, in its sole and absolute discretion, limit the classification of Employees who are eligible to participate in the Plan for a Plan Year and/or may modify or terminate an Eligible Person’s participation in the Plan without the need for an amendment to the Plan.

“Employee” means an employee of the Company or one of its Subsidiaries.

“Entry Date” means, with respect to an Eligible Person, the first day of the pay period commencing on or following the effective date of such Eligible Person’s participation in the Plan.

“Equity Account” means a separate Account maintained for each Participant to record the Elective Equity Deferrals made to the Plan pursuant to Article IV and all earnings and losses allocable thereto.

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

“Fair Market Value” has the meaning assigned to such term in the LTIP.

“FICA Amount” has the meaning set forth in Section 10.01(c).

“Investment Option” means an investment fund, index or vehicle selected by the Committee and made available to Participants for the deemed investment of their Cash Accounts.

“LTIP” means the Parsley Energy, Inc. 2014 Long Term Incentive Plan.

“Matching Contribution” means any amount the Company contributes to the Plan on behalf of any Participant pursuant to Section 5.01.

“Matching Contribution Account” means a separate Cash Account maintained for each Participant to record the Matching Contributions made to the Plan, plus all earnings and losses allocable thereto.

“Participant” means an Eligible Person who elects to participate in the Plan by filing an Election Form in accordance with Section 4.01 and any former Eligible Person who continues to be entitled to a benefit under the Plan.

“Payment Event” has the meaning set forth in Section 8.01.

“Plan” has the meaning set forth in Section 1.01.

“Plan Administrator” means the individual(s) or committee(s) appointed by the Committee to administer the Plan as set forth herein.

“Plan Year” means the calendar year.

“Re-Deferral Election” has the meaning set forth in Section 4.06.

“Restricted Stock Unit” has the meaning assigned to such term in the LTIP.

“Scheduled Payment Date” means March 1 and September 1 of each Plan year or the next business day following either such date if either such date is not a business day.

“Separation from Service” has the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. Section 1.409A-1(h).

“Share” means one share of the Company’s Class A Common Stock, par value $0.01 per share, and such other securities as may be substituted (or resubstituted) therefore in accordance with the terms of the LTIP.

“Specified Employee” has the meaning set forth in Section 409A(a)(2)(B)(i) of the Code and Treas. Reg. Section 1.409A-1(i).

“Specified Employee Payment Date” has the meaning set forth in Section 8.05.

“State, Local and Foreign Tax Amount” has the meaning set forth in Section 10.01(f).

“Subsidiary” means with respect to the Company, any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by the Company.

“Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from (i) an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent; (ii) a loss of the Participant’s property due to casualty; or (iii) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

“Valuation Date” means each business day of the Plan Year.

Requirements for Participation. Before the beginning of each Plan Year, the Committee shall select those Employees who shall be Eligible Persons for such Plan Year. Any Eligible Person may participate in the Plan commencing as of the Entry Date occurring on or after the date on which he or she becomes an Eligible Person.

Election to Participate; Benefits of Participation. An Eligible Person may become a Participant in the Plan by making a Deferral Election in accordance with Article IV. An Eligible Person who elects to participate in the Plan by making a Deferral Election is eligible to receive Matching Contributions and Discretionary Contributions in accordance with Article IV.

Cessation of Participation. If a Participant ceases to be an Eligible Person for a Plan Year, then the Participant’s Deferral Elections shall no longer be effective, and the Participant shall not receive any further Matching Contributions or Discretionary Contributions. However, such Participant’s Account(s) shall continue to be credited with earnings and losses until the applicable Determination Date.

Deferral Election. An Eligible Person may elect to defer Base Salary, Bonus Compensation, Director Fees, or Restricted Stock Units by completing an Election Form and filing it with the Committee during the Election Period. A Participant shall make a new Deferral Election with respect to each Plan Year. Each Election Form shall become irrevocable as of the last day of the Election Period. The Election Form must specify:

The amount or percentage of Base Salary, Bonus Compensation, Director Fees, or Restricted Stock Units to be deferred, as applicable, (subject to any minimum and maximum amounts established by the Committee);

The Distribution Date for the Participant’s Account(s) (subject to the provisions of the Plan);

The form of payment for the Participant’s Account(s) (lump sum or annual installments); and

The percentage or amount of the Participant’s Cash Account(s) to be allocated to each Investment Option available under the Plan.

Base Salary Deferrals. In accordance with the procedures established from time to time by the Plan Administrator, a Participant (or an Eligible Person who has not yet become a Participant) may elect to defer receipt of a designated amount or whole percentage up to a maximum of 80% of such Participant’s Base Salary earned for any Plan Year (which shall include any portion thereof that may be payable in a subsequent Plan Year) by making a Deferral Election in accordance with this Article IV. Base Salary deferrals shall be credited to a Participant’s Elective Cash Deferral Account as of the date the Base Salary otherwise would have been paid.

Bonus Compensation Deferrals. In accordance with the procedures established from time to time by the Plan Administrator, a Participant (or an Eligible Person who has not yet become a Participant) may elect to defer receipt of all or any designated amount or whole percentage of such Participant’s Bonus Compensation earned for any Plan Year (which shall include any portion thereof that may be payable in a subsequent Plan Year) by making a Deferral Election in accordance with this Article IV. Deferrals of Bonus Compensation shall be credited to the Participant’s Elective Cash Deferral Account as of the date the deferred Bonus Compensation otherwise would have been paid.

Director Fee Deferrals. In accordance with the procedures established from time to time by the Plan Administrator, a Participant (or an Eligible Person who has not yet become a Participant) may elect to defer receipt of all or any designated amount or whole percentage of such Participant’s Director Fees earned for a Plan Year (which shall include any portion thereof that may be payable in a subsequent Plan Year) by making a Deferral Election in accordance with this Article IV. Deferrals of Director Fees shall be credited to the Participant’s Elective Cash Deferral Account as of the date the deferred Director Fees otherwise would have been paid.

Restricted Stock Unit Deferrals.

In accordance with the procedures established from time to time by the Plan Administrator, a Participant (or an Eligible Person who has not yet become a Participant) may elect to defer receipt of all or any designated number or whole percentage (rounded down to the nearest whole Share) of the Shares that would otherwise be issuable upon settlement of a Restricted Stock Unit granted to such Participant during a Plan Year by making a Deferral Election in accordance with this Article IV. Deferrals of a Restricted Stock Unit shall be credited to the Participant’s Equity Account as of the vesting date applicable to such Restricted Stock Unit, as set forth in the applicable Award Agreement. Any Dividend Equivalents representing the right to receive cash dividends or other cash distributions made to shareholders of the Company attributable to such Restricted Stock Units and any cash dividends or other cash distributions attributable to the notional Shares credited to the Participant’s Equity Account upon the vesting of such Restricted Stock Units shall be credited to the applicable Participant’s Elective Cash Deferral Account pursuant to Sections 6.03(b) and 6.03(c), as

Restricted Stock Units subject to a Deferral Election hereunder, including any Dividend Equivalents attributable to such Restricted Stock Units, shall be subject to the same terms and conditions regarding vesting and forfeiture to which the Participant would have been subject had the Participant not elected to defer receipt of such Restricted Stock Units pursuant to Section 4.05(a), including any vesting or forfeiture provisions included in an employment agreement between the Participant and the Company or any of its Subsidiaries, the LTIP, the applicable Award Agreement or any other written agreement between such Participant and the Company or any of its Subsidiaries (the “Applicable Agreements”). The portions of such Applicable Agreements that relate to the vesting and forfeiture of Restricted Stock Units subject to a Deferral Election hereunder are incorporated herein by reference.

Notwithstanding anything to the contrary in an Applicable Agreement, Restricted Stock Units subject to a Deferral Election hereunder, including any Dividend Equivalents attributable to such Restricted Stock Units, shall be subject to the payment provisions set forth in the Plan, including all provisions of the Plan relating to timing, form and medium of payment.

Re-Deferrals and Changing the Form of Payment. The Participant may make an election to re-defer all or a portion of the amounts in his or her Account(s) until a later Distribution Date or to change the form of a payment (a “Re-Deferral Election”); provided that the following requirements are met:

The Re-Deferral Election is made at least 12 months before the original Distribution Date;

The Distribution Date for the re-deferred amounts is at least five years later than the original Distribution Date; and

The Re-Deferral Election will not take effect for at least 12 months after the Re-Deferral Election is made.

For purposes of this Section 4.06, all payments, including installment payments, shall be treated as separate payments under Section 409A of the Code.

Matching Contributions. Each Plan Year the Company may, but need not, make a Matching Contribution to the Plan on behalf of any Participant. The Matching Contribution may be expressed as a percentage of the Participant’s Director Fee deferral, Base Salary deferral or Bonus Compensation deferral, as determined by the Company in its sole discretion. Any Matching Contribution shall be credited to the Participant’s Matching Contribution Account as soon as practicable following the last day of the Plan Year to which the Matching Contribution relates and in no event later than March 15 of the Plan Year immediately following the Plan Year to which such Matching Contribution relates. The Company is under no obligation to make a Matching Contribution for any Plan Year. Matching Contributions need not be uniform among Participants.

Discretionary Contributions. Each Plan Year the Company may, but need not, make a Discretionary Contribution to the Plan on behalf of a Participant in such amount as the Company shall determine in its sole discretion. Any Discretionary Contribution shall be credited to the Participant’s Discretionary Contribution Account as soon as practicable following the last day of the Plan Year to which the Discretionary Contribution relates and no later than March 15 of the Plan Year immediately following the Plan Year to which such Matching Contribution relates. The Company is under no obligation to make a Discretionary Contribution for any Plan Year. Discretionary Contributions need not be uniform among Participants.

Establishment of Accounts. The Company shall establish and maintain an Account for each Participant. The Company may establish more than one Account on behalf of any Participant as deemed necessary by the Committee for administrative purposes.

Cash Accounts.

Investment Options. The Committee shall select the Investment Options to be made available to Participants for the deemed investment of their Cash Accounts under the Plan. The Committee may change, discontinue, or add to the Investment Options made available under the Plan at any time in its sole discretion. A Participant must select the Investment Options for his or her Cash Account in the Participant’s Election Form and may make changes to his or her selections in accordance with procedures established by the Committee.

Investment Earnings. Each Cash Account shall be adjusted for earnings or losses based on the performance of the Investment Options selected. Earnings and losses shall be computed on each Valuation Date. The amount paid to a Participant on the payment date shall be determined as of the applicable Determination Date.

Equity Accounts, Dividend Equivalents and Other Distributions.

Restricted Stock Units. On the date that a Restricted Stock Unit award subject to a Deferral Election hereunder vests in accordance with the terms and conditions of the Applicable Agreements, a number of notional Shares equal to the number of Shares that would otherwise have been issuable in settlement of such Restricted Stock Unit award shall be credited to a Participant’s Equity Account and shall become Elective Equity Deferrals. All Elective Equity Deferrals shall be notionally invested in Shares from the vesting date applicable to the Restricted Stock Units subject to a Deferral Election through the applicable Distribution Date.

Dividend Equivalents Accrued Prior to Deferral Date. If a Participant has elected to defer Restricted Stock Units pursuant to Article IV and any Dividend Equivalents representing the right to receive cash dividends or other cash distributions made to shareholders of the Company accrue with respect to such Restricted Stock Units prior to the vesting date applicable to such Restricted Stock Units, then such Dividend Equivalents shall be credited to the Participant’s Elective Cash Deferral Account as of the date the such Dividend Equivalents vest in accordance with the terms of the applicable Award Agreement. Any amounts credited to a Participant’s Elective Cash Deferral Account pursuant to the preceding sentence shall initially be deemed invested in accordance with the Participant’s election in effect at the time such amount is credited, and thereafter shall be subject to change in accordance with the provisions of Section 6.02. If a Participant has elected to defer Restricted Stock Units pursuant to Article IV and any Dividend Equivalents representing the right to receive Shares in connection with a Share dividend or other Share distributions made to shareholders of the Company accrue with respect to such Restricted Stock Units prior to the vesting date applicable to such Restricted Stock Units, then such Dividend Equivalents shall be credited to the Participant’s Equity Account as of the date the such Dividend Equivalents vest in accordance with the terms of the applicable Award Agreement.

Dividends Accrued After Deferral Date. If any cash dividends or cash distributions are declared with respect to an outstanding Share, then each notional Share credited to a Participant’s Equity Account shall be deemed to have received a cash dividend or cash distribution in the same amount, and such amount shall be credited to the Participant’s Elective Cash Deferral Account as of the date the corresponding cash dividends or other cash distributions are paid to the holders of Shares. Any amounts credited to a Participant’s Elective Cash Deferral Account pursuant to the preceding sentence shall initially be deemed invested in accordance with the Participant’s election in effect at the time such amount is credited, and thereafter shall be subject to change in accordance with the provisions of Section 6.02. If a Share dividend or Share distribution is declared with respect to an outstanding Share, then each notional Share credited to a Participant’s Equity Account shall be deemed to have received a number of notional Shares equal to the number of Shares delivered to the holder of one outstanding Share as a result of such Share dividend or Share distribution, and such notional Shares shall be credited to the Participant’s Elective Cash Deferral

Notional Shares Subject to Adjustment. Notional Shares credited to a Participant’s Equity Account shall be subject to adjustment by the Committee in the same manner and under the same circumstances as would apply to outstanding Restricted Stock Units under the LTIP; provided, however, that to the extent any such adjustment relates to a present or future cash payment to the holder of an outstanding Restricted Stock Unit under the LTIP, such cash amount shall be credited to the Participant’s Elective Cash Deferral Account as of the date determined by the Committee.

Nature of Accounts. Accounts are not actually invested in the Investment Options available under the Plan or in the Shares, as applicable, and Participants do not have any real or beneficial ownership in any Investment Option or Shares. A Participant’s Account is solely a device for the measurement and determination of the amounts to be paid to the Participant pursuant to the Plan and shall not constitute or be treated as a trust fund of any kind.

Statements. Each Participant shall be provided with statements setting out the amounts in his or her Account(s) which shall be delivered at such intervals determined by the Committee.

Vesting of Elective Cash Deferrals and Elective Equity Deferrals. Participants shall be fully vested at all times in their Elective Cash Deferrals and Elective Equity Deferrals and any earnings thereon.

Vesting of Matching Contributions and Discretionary Contributions. Participants shall be fully vested at all times in their Matching Contributions and Discretionary Contributions and any earnings thereon; provided, however, that the Committee may, in its discretion, establish a different vesting schedule that will apply to Matching Contributions and Discretionary Contributions made to the Plan on behalf of any Participant for any Plan Year. Notwithstanding any other provision of the Plan, unless otherwise determined by the Committee, a Participant’s unvested Cash Account balance, if any, will be forfeited on the occurrence of a Payment Event and shall not be eligible for distribution under Article IX, X, or XI.

In General. Except as otherwise provided in Article, IX, X or XI, payment of a Participant’s Account(s) shall be made (or commence, in the case of installments) on the earliest to occur of the following events (each a “Payment Event”):

The Distribution Date specified in the Participant’s Deferral Election; provided that the Participant must select from among the available Distribution Date(s) designated by the Committee and set forth in the Election Form;

The Participant’s Separation from Service;

The Participant’s death;

The Participant’s Disability; and

The occurrence of a Change in Control.

Timing of Valuation. The value of a Participant’s Cash Account and the number of Shares deliverable pursuant to a Participant’s Equity Account on the payment date shall be determined as of the applicable Determination Date.

Timing of Payments. Except as otherwise provided in this Article VIII, payments shall be made or commence on the first Scheduled Payment Date following a Payment Event.

Timing of Payments to Specified Employees. Notwithstanding anything in the Plan to the contrary, if any payment that is provided to a Participant in connection with the Participant’s Separation From Service constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Participant is a Specified Employee as of the date of his or her Separation from Service, then no distribution of such Participant’s Account shall be made upon the Participant’s Separation from Service until the first payroll date to occur following the six-month anniversary of the date of the Participant’s Separation from Service (or, if earlier, upon the date of the Participant’s death) (the “Specified Employee Payment Date”). Any payments to which a Specified Employee otherwise would have been entitled under the Plan during the period between the Participant’s Separation from Service and the Specified Employee Payment date shall be accumulated and paid in a lump sum payment on the Specified Employee Payment Date.

Form of Payment. Each Participant shall specify in his or her Election Form the form of payment (lump sum or installments) for amounts in his or her Account that are covered by the election; provided that, if the Participant elects to have amounts paid in installments, the Participant must select from among the permissible installment schedules selected by the Committee and set forth in the Election Form. In the absence of a valid election with respect to form of payment, amounts will be paid in a single lump sum. For the avoidance of doubt, the Committee may limit the form or forms of payment available under the Plan without amending the Plan; provided, however, that such limitation may not alter any valid Deferral Election made prior to such limitation.

Medium of Payment. Benefit payments that are attributable to Cash Accounts shall be paid in the form of cash. Benefit payments that are attributable to the Equity Account shall be paid in the form of Shares (subject to adjustment as provided in Section 6.03(d)), and the number of Shares distributable to the Participant shall equal the number of notional Shares credited to such account on the Distribution Date (subject to adjustment

Request for Payment. If a Participant suffers an Unforeseeable Emergency, he or she may submit a written request to the Committee for payment of his or her Account.

No Payment if Other Relief Available. The Committee will evaluate the Participant’s request for payment due to an Unforeseeable Emergency taking into account the Participant’s circumstances and the requirements of Section 409A of the Code. In no event will payments be made pursuant to this Article IX to the extent that the Participant’s hardship can be relieved: (a) through reimbursement or compensation by insurance or otherwise; (b) by liquidation of the Participant’s assets, to the extent that liquidation of the Participant’s assets would not itself cause severe financial hardship; or (c) by the cessation of deferrals under the Plan.

Limitation on Payment Amount. The amount of any payment made on account of an Unforeseeable Emergency shall not exceed the amount reasonably necessary to satisfy the Participant’s financial need, including amounts necessary to pay any Federal, state or local income taxes or penalties reasonably anticipated to result from the payment, as determined by the Committee.

Timing of Payment. Payments shall be made from a Participant’s Account as soon as practicable and in any event within 30 days following the Committee’s determination that an Unforeseeable Emergency has occurred and authorization of payment from the Participant’s Account.

Cessation of Deferrals. If a Participant receives payment on account of an Unforeseeable Emergency, the Participant may make no more Elective Cash Deferrals for the remainder of the Plan Year.

Permissible Acceleration Events. Notwithstanding anything in the Plan to the contrary, the Committee, in its sole discretion, may accelerate payment of all or a portion of a Participant’s Account upon the occurrence of any of the events set forth in this Article X. The Committee’s determination of whether payment may be accelerated pursuant to this Article X shall be made in accordance with Treas. Reg. Section 1.409A-3(j)(4).

Domestic Relations Orders. The Committee may accelerate payment of a Participant’s Account to the extent necessary to comply with a domestic relations order (as defined in Section 414(p)(1)(B) of the Code).

Limited Cashouts. The Committee may accelerate payment of a Participant’s Account to the extent that (i) the aggregate amount in the Participant’s Account does not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code, (ii) the payment results in the termination of the Participant’s entire interest in the Plan and any plans that are aggregated with the Plan pursuant to Treas. Reg. Section 1.409A-1(c)(2), and (iii) the Committee’s decision to cash out the Participant’s Account is evidenced in writing no later than the date of payment.

Payment of Employment Taxes. The Committee may accelerate payment of all or a portion of a Participant’s Account (i) to pay the Federal Insurance Contributions Act tax imposed under Sections 3010, 3121(a) and 3121(v)(2) of the Code (the “FICA Amount”), or (ii) to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of the FICA Amount and the additional income tax at source on wages attributable to the pyramiding Section 3401 wages and taxes; provided, however, that the total payment under this Section 10.01(c) shall not exceed the FICA Amount and the income tax withholding related to the FICA Amount.

Payment upon Income Inclusion. The Committee may accelerate payment of all or a portion of a Participant’s Account to the extent that the Plan fails to meet the requirements of Section 409A of the Code; provided that, the amount accelerated shall not exceed the amount required to be included in income as a result of the failure to comply with Section 409A of the Code.

Termination of the Plan. The Committee may accelerate payment of all or a portion of a Participant’s Account upon termination of the Plan in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).

Payment of State, Local or Foreign Taxes. The Committee may accelerate payment of all or a portion of a Participant’s Account for:

the payment of state, local or foreign tax obligations arising from participation in the Plan that relate to an amount deferred under the Plan before the amount is paid or made available to the Participant (the “State, Local and Foreign Tax Amount”); provided, however, the accelerated payment amount shall not exceed the taxes due as a result of participation in the Plan, and/or

the payment of income tax at source on wages imposed under Section 3401 of the Code as a result of such payment and the payment of the additional income tax at source on wages imposed under Section 3401 of the Code attributable to the additional Section 3401 wages and taxes; provided however, the accelerated payment amount shall not exceed the aggregate of the State, Local and Foreign Tax Amount and the income tax withholding related to such amount.

Certain Offsets. The Committee may accelerate payment of all or a portion of the Participant’s Account to satisfy a debt of the Participant to the Company or a Subsidiary incurred in the ordinary course of the service relationship between the Company and the Participant; provided, however, the amount accelerated shall not exceed $5,000 and the payment shall be made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

Bona Fide Disputes as to Right to Payment. The Committee may accelerate payment of all or a portion of a Participant’s Account where the payment is part of a settlement between the Company or a Subsidiary and the Participant of an arm’s length, bona fide dispute as to the Participant’s right to the deferred amount.

Ethics or Conflicts of Interest. The Committee may accelerate payment of all or a portion of a Participant’s Account to comply with bona fide foreign ethics or conflicts of interest laws.

Federal Debt Collection Laws. The Committee may accelerate payment of all of a portion of a Participant’s Account to comply with federal debt collection laws.

Payments to Beneficiaries. Notwithstanding any other provision of the Plan, the Committee may accelerate the payment of all or a portion of a Participant’s Account in connection with the death, Disability or Unforeseeable Emergency of a Beneficiary who has become entitled to payment of a Participant’s Account under the Plan pursuant to Section 15.07 hereof. Payments made pursuant to this Article XI shall be subject to the same terms and conditions as payments made to Participants pursuant to Article VIII hereof.

Administration by Committee. The Plan shall be administered by the Committee except to the extent the Board elects to administer the Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan, Rule 16b-3 and other applicable laws, the Committee shall have the authority, in its sole and absolute discretion, to:

construe and interpret the Plan and apply its provisions;

promulgate, amend and rescind rules and regulations relating to the administration of the Plan;

authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

determine minimum or maximum amounts that Participants may elect to defer under the Plan;

select the Investment Options that will be available for the deemed investment of Accounts under the Plan and establish procedures for permitting Participants to change their selected Investment Options;

determine whether any Matching Contributions will be made to the Plan with respect to any Plan Year and the amount of any such contributions;

determine whether any Discretionary Contributions will be made to the Plan on behalf of any Participants with respect to any Plan Year and the amount of any such contributions;

select, subject to the limitations set forth in the Plan, those Employees who shall be Eligible Persons;

evaluate whether a Participant who has requested payment from his or her Account on account of an Unforeseeable Emergency has experienced an Unforeseeable Emergency and the amount of any payment necessary to satisfy the Participant’s emergency need;

calculate deemed investment earnings and losses;

interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument, Election Form or agreement relating to the Plan;

exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan; and

adjust the Notional Shares credited to a Participant’s Equity Account in the same manner and under the same circumstances as would apply to outstanding Restricted Stock Units under the LTIP.

Non-Uniform Treatment. The Committee’s determinations under the Plan need not be uniform and any such determinations may be made selectively among Participants. Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations with regard to: (a) the terms or conditions of any Elective Cash Deferral or Equity Deferral; (b) the amount, terms or conditions of any Matching Contribution or Discretionary Contribution; or (c) the availability of Investment Options.

Committee Decisions Final. Subject to Article XIV, all decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.

Indemnification. No member of the Board, the Committee or any designee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan except for any liability arising from his or her own willful malfeasance, gross negligence or reckless disregard of his or her duties.

Continuation. The Company intends to continue the Plan indefinitely, but nevertheless assumes no contractual obligation beyond the promise to pay the benefits described in the Plan.

Amendment of the Plan. The Committee may, in its sole and absolute discretion and without the consent of any Participant, amend, restate, supplement or otherwise modify the Plan in any respect at any time; provided, however, that without the consent of the applicable Participant(s), no such amendment, restatement, supplement or other modification shall adversely impact such Participant’s rights with respect to amounts credited to or accrued in such Participant’s Account up to the date of such amendment, restatement, supplement or other modification except to the extent required by applicable law.

Termination of Eligibility or the Plan. The Committee may, in its sole and absolute discretion and without the consent of any Participant, (i) limit the classification of Employees who are eligible to participate in the Plan for a Plan Year and/or modify or terminate an Eligible Person’s participation in the Plan, in each case without the need for an amendment to the Plan and (ii) suspend or terminate the Plan in whole or in part at any time; provided, however, that, without the consent of the applicable Participant(s), no such limitation, suspension or termination will deprive a Participant or Claimant of any amount credited to the applicable Participant’s Account(s) under the Plan up to the date of such limitation, suspension or termination, except as required by applicable law.

Filing a Claim. Any Participant or other person claiming an interest in the Plan (the “Claimant”) may file a claim in writing with the Committee. The Committee shall review the claim itself or appoint an individual or entity to review the claim.

Claim Decision. The Claimant shall be notified within 90 days after the claim is filed whether the claim is approved or denied, unless the Committee determines that special circumstances beyond the control of the Plan require an extension of time, in which case the Committee may have up to an additional 90 days to process the claim. If the Committee determines that an extension of time for processing is required, the Committee shall furnish written or electronic notice of the extension to the Claimant before the end of the initial 90-day period. Any notice of extension shall describe the special circumstances necessitating the additional time and the date by which the Committee expects to render its decision.

Notice of Denial. If the Committee denies the claim, it must provide to the Claimant, in writing or by electronic communication, a notice which includes:

The specific reason(s) for the denial;

Specific reference to the pertinent Plan provisions on which such denial is based;

A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or information is necessary;

A description of the Plan’s appeal procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of the claim on appeal; and

If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request.

Appeal Procedures. A request for appeal of a denied claim must be made in writing to the Committee within 60 days after receiving notice of denial. The decision on appeal will be made within 60 days after the Committee’s receipt of a request for appeal, unless special circumstances require an extension of time for processing, in which case a decision will be rendered not later than 120 days after receipt of a request for appeal. A notice of such an extension must be provided to the Claimant within the initial 60-day period and must explain the special circumstances and provide an expected date of decision. The reviewer shall afford the Claimant an opportunity to review and receive, without charge, all relevant documents, information and records and to submit issues and comments in writing to the Committee. The reviewer shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim regardless of whether the information was submitted or considered in the initial benefit determination.

Notice of Decision on Appeal. If the Committee denies the appeal, it must provide to the Claimant, in writing or by electronic communication, a notice which includes:

The specific reason(s) for the denial;

Specific references to the pertinent Plan provisions on which such denial is based;

A statement that the Claimant may receive on request all relevant records at no charge;

A description of the Plan’s voluntary procedures and deadlines, if any;

A statement of the Claimant’s right to sue under Section 502(a) of ERISA; and

If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request.

Claims Procedures Mandatory. The internal claims procedures set forth in this Article XIV are mandatory. If a Claimant fails to follow these claims procedures, or to timely file a request for appeal in accordance with this Article XIV, the denial of the Claim shall become final and binding on all persons for all purposes.

Limitation on Rights Conferred under the Plan. None of the Plan, any instrument executed pursuant thereto or any action taken hereunder shall be construed as (a) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or any of its Subsidiaries, (b) interfering in any way with the right of the Company or any of its Subsidiaries to terminate any Eligible Person’s or Participant’s employment or service relationship at any time, or (c) giving an Eligible Person or Participant any claim to be treated uniformly with other Eligible Persons or Participants.

Tax Withholding. The Company and its Subsidiaries shall have the right to deduct from any amounts otherwise payable or deliverable under the Plan any federal, state, local, or other applicable taxes required to be withheld. Section 10(b) of the LTIP shall apply with respect to the delivery of Shares attributable to a Participant’s Equity Account.

Governing Law. The Plan shall be administered, construed and governed in all respects by application of the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law.

Section 409A of the Code. The Company intends that the Plan comply with the requirements of Section 409A of the Code and shall be operated and interpreted consistent with that intent. Notwithstanding the foregoing, the Company makes no representation that the Plan complies with Section 409A of the Code and shall have no liability to any Participant for any failure to comply with Section 409A of the Code. Further, the Plan shall constitute an “account balance plan” as defined in Treas. Reg. Section 31.3121(v)(2)-1(c)(1)(ii)(A). For purposes of Section 409A of the Code, all amounts deferred under the Plan shall be aggregated with amounts deferred under other account balance plans.

General Assets/Trust. All amounts provided under the Plan shall be paid from the general assets of the Company and no separate fund shall be established to secure payment. Notwithstanding the foregoing, the Company may, but need not, establish a rabbi trust to assist it in funding any Plan obligations.

No Warranties. Neither the Company nor the Committee warrants or represents that the value of any Participant’s Account(s) will increase. Each Participant assumes the risk in connection with the deemed investment of his or her Account(s).

Beneficiary Designation. Each Participant under the Plan may from time to time name any Beneficiary or Beneficiaries to receive the Participant’s interest in the Plan in the event of the Participant’s death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a Participant fails to designate a Beneficiary, then the Participant’s designated Beneficiary shall be deemed to be the Participant’s estate.

No Assignment. Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber, transfer, hypothecate or convey any amounts payable hereunder prior to the date that such amounts are paid (except for the designation of beneficiaries pursuant to Section 15.07).

Expenses. The costs of administering the Plan shall be paid by the Company.

Severability. If any provision of the Plan is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected.

ERISA Status. It is intended that the Plan will not constitute a “qualified plan” subject to the limitations of Section 401(a) of the Code, nor will it constitute a “funded plan,” for purposes of such requirements. It is also intended that the Plan will be exempt from the participation and vesting requirements of Part 2 of Title I of ERISA, the funding requirements of Part 3 of Title I of ERISA, and the fiduciary requirements of Part 4 of Title I of ERISA by reason of the exclusions afforded plans that are unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

Construction. Whenever the context requires, the gender of all words used in the Plan includes the masculine, feminine and neuter. The singular shall include the plural and the plural shall include the singular whenever appropriate. Except as explicitly provided otherwise, all references to Articles and Sections refer to articles and sections of the Plan, all references to Exhibits are to Exhibits attached to the Plan, each of which is made a part of the Plan for all purposes and all references to “including” shall be construed as meaning “including without limitation.” All references to dollars refer to United States dollars. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in the Plan, shall refer to the Plan as a whole and not to any particular section or article in which such words appear. The word “or” shall not be exclusive. Unless the context requires otherwise, all references to laws, regulations, contracts, agreements and instruments refer to such laws, regulations, contracts, agreements and instruments as they may be amended, restated, supplemented or otherwise modified from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. The Table of Contents and the Article, Section and Exhibit titles and headings in the Plan are inserted for convenience only and are not intended to be part of, or to affect the meaning or interpretation of, the Plan.