Regal Beloit Corporation Supplemental Defined Contribution Retirement Plan

Regal Beloit Corporation has established this Supplemental Defined Contribution Retirement Plan to provide supplemental retirement benefits to a select group of management and highly compensated employees of the Company. It is intended that this Plan, together with any Trust Agreement, shall be unfunded for purposes of the Code and shall constitute an unfunded pension plan maintained for a select group of management and highly compensated employees for purposes of Title I of ERISA, and shall comply with Code Section 409A and all formal regulations, rulings, and guidance issued thereunder.

Section 2 -     Definitions

As used in this Plan, each of the following terms shall have the respective meaning set forth below unless a different meaning is plainly required by the content.

2.1    “Account” means the bookkeeping account maintained on behalf of a Participant under the Plan, and shall include a sub-account with respect to each Plan Year’s contributions (as adjusted for earnings or losses thereon, plus distributions therefrom), as well as any additional sub-accounts as the Company determines are necessary or desirable to effectuate the administration of the Plan.

2.2    “Affiliate” means each entity that is required to be aggregated with the Company pursuant to Code Section 414(b) or (c); provided that for purposes of determining if a Participant has incurred a Separation from Service, the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” each place it appears therein or in the regulations thereunder.

2.3    “Allocation Date” means (a) for a Participant who is employed on the last day of the Plan Year, such date, and (b) for a Participant that ceased to be an Active Participant during the Plan Year, the date such person ceased to be an Active Participant.

2.4    “Beneficiary” means the person, persons or entity designated by the Participant to receive any benefits payable under this Plan after the Participant’s death.

2.5    “Board” means the Board of Directors of Regal Beloit Corporation.

2.6    “Code” means the Internal Revenue Code of 1986, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of the Code shall be deemed to include reference to any successor provision thereto.

2.7    “Committee” means the Compensation Committee of the Board.

2.8    “Company” means Regal Beloit Corporation, a Wisconsin corporation, its successors and assigns, and any Affiliate which grants participation hereunder to an employee with the Company’s consent. References to the Company in the Plan refer to the Company or, if appropriate, the participating Affiliate of the Company which employees the Participant.

2.9    “Eligible Compensation” means, with respect to a Plan Year, the Participant’s gross base annual salary as in effect on the last day of the Plan Year (or for a Participant who ceases to be an Active Participant before the last day of the Plan Year, as of the date immediately before active participation ceases), plus the amount of any Company target bonus opportunity established for the Plan Year (whether or not earned or paid for such Plan Year), all as determined without regard to any reductions thereto for taxes, contributions to a retirement plan, payment of premiums under a benefit plan, or similar deductions.

For purposes hereof, a Participant’s Company target bonus opportunity means the sum of:

(a) the Participant’s target annual cash bonus for the Plan Year; provided that, if the Participant has ceased to be an Active Participant before the target annual cash bonus opportunity has been determined for the Plan Year, then the prior Plan Year’s target annual cash bonus shall be used; and

(b) if approved by the Committee for a particular Plan Year, the grant date value (as determined for accounting purposes) of the Participant’s long-term incentive awards granted in the Plan Year.

With respect to the Plan Year in which a Participant commences or ceases participation in the Plan as an Active Participant, his or her Eligible Compensation shall be prorated to reflect the period of time during which the individual was an Active Participant during the Plan Year, unless the Committee determines otherwise prior to the date that participation commences or ceases.

No other compensation shall be considered Eligible Compensation, including but not limited to: (i) reimbursements or other expense allowances, whether or not includable in gross income, and including but not limited to car allowances, (ii) cash and non-cash fringe benefits, including but not limited to contest prizes, (iii) moving expenses, (iv) welfare benefits, including but not limited to imputed income on life insurance coverage, unused and/or accrued vacation pay and severance pay, and (v) any distribution of stock, excluding proceeds from any stock options, stock appreciation rights, or any other amounts realized under stock or equity-based management incentive plan.

2.10    “Eligible Employee” means any employee of the Company or an Affiliate who is designated as eligible to participate in the Plan by the Committee, provided participation is limited to a select group of management or highly compensated employees.

2.11    “Participant” means an Eligible Employee who has been designated as eligible for any Plan Year (or portion thereof) under Section 3 of the Plan (an “Active Participant”) and any person who previously participated in the Plan and remains entitled to benefits hereunder. When an individual’s entire vested Account balance has been distributed, he or she shall cease to be a Participant.

2.12    “Plan” means the Regal Beloit Corporation Supplemental Defined Contribution Retirement Plan, as set forth herein and as may be amended from time to time.

2.13    “Plan Year” means the calendar year.

2.14    “Separation from Service” means a Participant’s termination of employment from the Company and all Affiliates within the meaning of Code Section 409A, including the following rules:

(a)    If a Participant takes a leave of absence from the Company or an Affiliate for purposes of military leave, sick leave or other bona fide leave of absence, the Participant’s employment will be deemed to continue for the first six (6) months of the leave of absence, or if longer, for so long as the Participant’s right to reemployment is provided either by statute or by contract; provided that if the leave of absence is due to the Participant’s 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 six months or more, and such impairment causes the Participant to be unable to perform the duties of his position with the Company or an Affiliate or a substantially similar position of employment, then the leave period may be extended for up to a total of 29 months.

(b)    A Participant shall be presumed to incur a Separation from Service when the level of bona fide services provided by the Participant to the Company and its Affiliates permanently decreases to a level of twenty percent (20%) or less of the level of services rendered by such individual, on average, during the immediately preceding 36 months.

(c)    A Participant shall be presumed to not incur a Separation from Service when the level of bona fide services provided by the Participant to the Company and its Affiliates continues at a rate that is at least fifty percent (50%) of the level of services rendered by such individual, on average, during the immediately preceding 36 months.

2.15    “Termination for Cause” means a termination of service of the Participant resulting from the Participant’s fraud, misappropriation, embezzlement, or theft of Company property, conviction of a felony, or violation of restrictive covenants contained in any employment agreement between him and the Company, or a willful and repeated violation of published standards of conduct of the Company, the determination of which shall be made solely by the Company.

2.16    “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from any of the following, as determined by the Committee based on all of the relevant facts and circumstances:

(a)    a sudden and unexpected illness or accident of the Participant or a dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) thereof) of the Participant;

(b)    loss of the Participant’s property due to casualty; or

(c)    other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant within the meaning of Code Section 409A.

2.17    “Valuation Date” means the last day of each Plan Year and such other date or dates as the Committee may deem necessary or desirable.

2.18    “Year(s) of Participation Service” shall mean, with respect to a Participant, Years of Service during which the Participant is an Active Participant in the Plan. Nonconsecutive periods of service shall be aggregated, with 12 months of service or 365 days of service equaling a whole Year of Participation Service. In its sole discretion, the Committee may award additional whole or partial Years of Participation Service to a Participant at any time prior to his or her Separation from Service.

2.19    “Year(s) of Vesting Service” means years of service credited to a Participant based on the period beginning on the Participant’s employment commencement date with the Company and its Affiliates and ending on the date the Participant incurs a termination of employment with the Company and its Affiliates. Nonconsecutive periods of service shall be aggregated, with 12 months of service or 365 days of service equaling a whole Year of Vesting Service. In its sole discretion, the Committee may award additional whole or partial Years of Vesting Service to a Participant at any time prior to his or her Separation from Service.

Section 3 -     Participation

3.1    Commencement of Participation

An Eligible Employee shall become an Active Participant as of the date determined by the Committee. The Committee may provide for a retroactive or prospective participation date.

3.2    Termination of Participation

A Participant shall cease to be an Active Participant effective on the date that (a) he or she ceases to be an employee of the Company and its Affiliates, or (b) the Committee determines that such individual shall cease to participate.

Section 4 -     Company Contributions

As soon as practicable after an Allocation Date, the Account of each individual who was an Active Participant at any time during the Plan Year shall be credited with the sum of (a) plus (b):

(a)    An amount determined under (i) or (ii) below, as applicable:

(i)    For Participants who were first designated as eligible for any Plan Year prior to 2020, the amount determined pursuant to the following:

* Determined as of the Allocation Date.

(ii)    For Participants who are first designated as eligible for the 2020 Plan Year or any subsequent Plan Year, the amount determined pursuant to the following:

* Determined as of the Allocation Date.

(b)    Such other amount, if any, as is determined by the Committee in its sole discretion with respect to such Participant for such Plan Year. The discretionary contribution amount established by the Committee pursuant to this subsection (b) may vary from Plan Year to Plan Year and from Participant to Participant.

Section 5 -     Participant Accounts

5.1    Maintenance of Accounts

The Committee shall establish a separate bookkeeping Account for each Participant and shall credit (or debit) to each such Participant’s Account the following amounts at the times specified:

(a)    The contribution determined pursuant to Section 4 above for any Plan Year, which shall be credited as soon as practicable after the end of the applicable Plan Year.

(b)    As of each Valuation Date, an amount equal to the gains or losses since the last preceding Valuation Date, based on the investment option(s) in which the Account is deemed invested.

(c)    The amount distributed from the Participant’s Account, as of the date of such distribution.

5.2    Investment Options

(a)    Investment Options. From time to time, the Committee shall designate one or more investment options that shall be available under the Plan for purposes of calculating earnings (or losses) on Participants’ Accounts. In no event shall Company stock be an investment option. The Committee shall also designate a default investment option in which a Participant’s Account shall be deemed invested if a Participant does not make an investment election under subsection (b).

(b)    Elections. A Participant shall be permitted to elect to have his or her Account deemed invested in one or more of the investment options made available under the Plan. A Participant may change his or her investment option election with respect to either the investment of future amounts credited to the Participant’s Account and/or the investment of all or a designated portion of the current balance of the Participant’s Account. All such elections must be made in accordance with the procedures established by the Company. Any investment election made pursuant to this subsection shall be effective as soon as administratively possible after the date that the Participant files the investment option election.

(c)    Adjustment for Earnings or Losses. A Participant’s Account shall be credited with earnings (or debited for losses) based on the investment options selected by the Participant, or, if no investment election has been made, based on the default investment option designated by the Committee.

5.3    No Trust Created

Participants’ Accounts shall be utilized solely as a device for the measurement and determination of the amounts to be paid to Participants under the Plan. Participant Accounts shall not constitute or be treated as a trust fund of any kind. Title to and beneficial ownership of any assets which the Company may earmark to pay deferred compensation hereunder shall at all times remain in the Company, and Participants shall have no interest in any specific assets of the Company by virtue of this Plan. Notwithstanding the foregoing, the Company reserves the right to finance its obligation hereunder in any manner.

Section 6 -     Vesting

6.1    Vesting – General

A Participant shall become one hundred percent (100%) vested in the Participant’s Account on the date the Participant has completed at least three (3) Years of Vesting Service. The Committee may, in its discretion, approve more favorable vesting with respect to a Participant’s Account, including accelerated vesting upon a Participant’s Termination. A Participant’s Account shall become one hundred percent (100%) vested if the Participant dies while employed by the Company and its Affiliates. In the event of a Participant’s termination of employment from the Company and its Affiliates prior to becoming vested, the Participant’s Account shall be forfeited.

6.2     Termination for Cause

Notwithstanding the provisions of Section 6.1, upon a Participant’s Termination for Cause, the Participant’s Account shall be forfeited, and no benefit shall be payable to the Participant under the Plan.

Section 7 -     Payment of Benefits

7.1    Default Form, Timing and Medium of Payment

Except as otherwise may be provided in this Section or in Section 7.3, the Participant’s Account (or any particular sub-account) shall be distributed or commenced to be distributed on the first day of the seventh (7^th) month following the month in which the Participant’s Separation from Service occurs in a single sum distribution, or if so elected by the Participant, in installments. If the Participant’s Separation from Service is due to death, the Participant’s Account shall be distributed in a single sum distribution (notwithstanding any installment election previously made) to the Participant’s Beneficiary as soon as practicable following the Participant’s death, but in no event later than ninety (90) days after the date of the Participant’s death.

All distributions made pursuant to this Plan shall be made in cash. All distributions hereunder shall be the amount determined as of a Valuation Date that is within two weeks preceding the date of distribution.

7.2    Optional Form of Payment

(a)    Installment Election. With respect to the sub-account established for the first year of participation, a Participant may elect, within the first thirty (30) days of participation, to have such sub-account paid in annual installments over two (2), five (5), or ten (10) years instead of a single cash distribution. With respect to each sub-account established for each subsequent year, a Participant may elect, prior to the first day of such year, to have such sub-account paid in annual installments over two (2), five (5), or ten (10) years instead of a single cash distribution. When a Participant makes an installment election, such election shall automatically apply to all future sub-accounts until the Participant files a new election. All elections must be made in accordance with the procedures (including any deadlines) established by the Company.

If a Participant’s Account is to be distributed in installments, the initial installment shall be paid in accordance with Section 7.1, the second installment shall be made in January of the calendar year following the date of payment of the initial installment, and each subsequent installment thereafter (if any) shall be made in each January thereafter until all installment payments have been paid to the Participant. For the avoidance of doubt, the amount of each installment payment shall equal the quotient of (i) the remaining Account balance to be distributed, divided by (ii) the number of installment payments remaining in the applicable period of annual installments.

Notwithstanding the foregoing, if the balance of a Participant’s Account is $25,000 or less as of the date any installment payment is due, then the entire remaining balance of the Participant’s Account shall be accelerated and paid in a single cash distribution.

(b)    Irrevocability. All elections made hereunder shall be irrevocable except as provided by Section 7.3.

(c)    Payment to Beneficiaries. If a Participant elected to have the Participant’s Account be paid in the form of annual installments and the Participant dies prior to receiving all of such annual installments, the Beneficiary of the deceased Participant shall receive such remaining payments as a lump-sum.

7.3    Subsequent Changes in Time or Form of Payment.

An Active Participant may elect to delay the payment of one or more of his or her sub-accounts or to change the form of distribution of one or more of his or her sub-accounts, in accordance with such procedures as the Company may establish, provided that the following conditions are met:

(a)    Any election under this Section 7.3 shall not take effect until a date that is at least twelve (12) months after the date on which the election is made;

(b)    The election must result in the distribution of the sub-account being deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid;

(c)    Any election under this Section 7.3 shall be made on a date that is not less than twelve (12) months prior to the date the payment is originally scheduled to be made; and

(d)    Only one election per sub-account shall be permitted.

7.4    Hardship Distribution         

The Participant shall have no right to receive amounts credited to his or her Account other than as provided in this Section 7. However, the Committee may allow a partial or total distribution of the Participant’s interest in his Account, after the Account has become vested and prior to the time it otherwise would be payable, upon the Participant’s request and a demonstration by the Participant of a severe financial hardship as the result of an Unforeseeable Emergency. The amount of any such distribution shall be limited to the amount reasonably deemed necessary to the Committee to alleviate the Participant’s Unforeseeable Emergency and an amount to cover any Federal, state or local income taxes or penalties reasonably anticipated to result from the distribution. Such distribution shall be made in a single sum as soon as administratively possible following the Committee’s approval.

Section 8 -     Administration

8.1    General

The Plan shall be administered by the Committee. The Committee may assign duties to an officer or other employees of the Company, and delegate such duties as it sees fit.

8.2    Authority

The Committee shall have full and complete discretionary authority to determine eligibility for benefits under the Plan, manage and administer the Plan, construe the terms of the Plan and decide any matter presented through the claims procedure. In addition to any powers, rights, and duties set forth elsewhere in the Plan, it shall have the following discretionary powers and duties to:

(a)    adopt such rules and regulations consistent with the provisions of the Plan as it deems necessary for the proper and efficient administration of the Plan;

(b)    administer the Plan in accordance with its terms and any rules and regulations it establishes;

(c)    maintain records concerning the Plan sufficient to prepare reports, returns, and other information required by the Plan or by law;

(d)    construe and interpret the Plan, and to resolve all questions arising under the Plan;

(e)    direct the Company to pay benefits under the Plan, and to give such other directions and instructions as may be necessary for the proper administration of the Plan;

(f)    employ or retain agents, attorneys, actuaries, accountants or other persons who may also be employed by or represent the Company; and

(g)    be responsible for the preparation, filing, and disclosure on behalf of the Plan of such documents and reports as are required by any applicable federal or state law.

Any final determination by the Committee shall be binding on all parties. If challenged in court, such determination shall not be subject to de novo review and shall not be overturned unless proven to be arbitrary and capricious based upon the evidence considered by the Committee at the time of such determination.

8.3    Information to be Furnished to Committee

The records of the Company shall be determinative of each Participant’s period of employment, Separation from Service and the reason therefor, disability, leave of absence, Years of Service, Years of Officer Service, personal data, and Eligible Compensation. Participants and their Beneficiaries shall furnish to the Committee such evidence, data or information, and execute such documents as the Committee requests.

8.4    Governing Law

This Plan shall be construed in accordance with the laws of the State of Wisconsin, without reference to conflict of law principles thereof, to the extent not preempted by the provisions of the Employee Retirement Income Security Act of 1974, as amended from time to time, or other federal law.

8.5    Expenses

All expenses and costs incurred in connection with the administration and operation of the Plan shall be borne by the Company.

8.6    Minor or Incompetent Payees

If a person to whom a benefit is payable is a minor or is otherwise incompetent by reason of a physical or mental disability, the Committee may cause the payments due to such person to be made to another person for the first person’s benefit without any responsibility to see to the application of such payment. Such payments shall operate as a complete discharge of the obligations to such person under the Plan.

8.7    Withholding

To the extent required by law, the Company shall withhold any taxes required to be withheld by the federal or any state or local government from payments made hereunder or from other amounts due to the Participant by the Company or any Affiliate. In addition, if prior to the date of distribution of any amount hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2), where applicable, becomes due, then the Company may authorize a payment from the Participant’s Account equal to the amount needed to pay the Participant’s portion of such tax, as well as withholding taxes resulting therefrom (including the additional taxes attributable to the pyramiding of such distributions and taxes).

8.8    Indemnification

The Company shall indemnify and hold harmless each member of the Committee and each other employee or director involved in the administration of the Plan with respect to any and all liabilities and expenses arising out of the administration of the Plan, except liabilities and expenses arising out of such person’s own gross negligence or willful misconduct.

8.9    Designation of Beneficiary

The Participant may designate a Beneficiary to receive the balance of the Participant’s Account if the Participant dies before such amounts are paid. Each Participant shall be permitted to name, change or revoke the Participant’s designation of a Beneficiary in writing on a form and in the manner prescribed by the Company; provided, however, that the designation on file with the Company at the time of the Participant’s death shall be controlling. Should a Participant fail to make a valid beneficiary designation or leave no named Beneficiary surviving, any benefits due shall be paid to such Participant’s spouse, if living, or if not living, then any benefits due shall be paid to such Participant’s estate.

If the Committee cannot locate a Participant or the Beneficiary of a deceased Participant to whom payment of benefits under this Plan shall be required, following a diligent effort by the Committee to locate the Participant or Beneficiary, such benefit shall be forfeited.

Section 9 -     Status of Plan and Trust Agreement

The right of any individual to receive payment under the provisions of this Plan shall be an unsecured claim against the general assets of the Company, and no provisions contained in this Plan, nor any action taken pursuant to this Plan, shall be construed to give any individual at any time a security interest in any asset of the Company. The liabilities of the Company to any individual pursuant to this Plan shall be those of a debtor pursuant to such contractual obligations as are created by this Plan and to the extent any person acquires a right to receive payment from the Company under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. Amounts, if any, which may be set aside by the Company for accounting purposes shall not in any way be held in trust for, or be subject to the claims of, any individual who may be entitled to a benefit hereunder.

The Company may enter into a trust agreement with a trustee to hold a trust fund that may become the source of Plan benefits as provided in such agreement. In such event, the trustee would have such powers to hold, invest, reinvest, control, and disburse such trust fund as shall, at such time and from time to time, be set forth in the trust agreement or this Plan. The trust agreement, if any, shall be deemed to be a part of this Plan, and all rights of Participants and Beneficiaries under this Plan shall be subject to the provisions of the trust agreement, if and as applicable. No Participant or Beneficiary, nor any other person, shall have any right to, or interest in, any assets of the trust fund maintained under the trust agreement upon termination of such Participant’s employment or otherwise, except as may be specifically provided from time to time in this Plan, the trust agreement, or both, and then only to the extent so specifically provided.

Section 10 -     Claims Procedure

10.1    Claims

If the Participant or the Participant’s Beneficiary (hereinafter referred to as “claimant”) believes he or she is being denied any benefit to which he or she is entitled under this Plan for any reason, he or she may file a written claim with the Company no later than 90 days following the date the payment that is in dispute should have been made. The Company shall review the claim and notify the claimant of its decision within 90 days of receipt of such claim, unless the claimant receives written notice prior to the end of the 90 day period stating that special circumstances require an extension of the time for decision. The Company’s decision shall be in writing, sent by first class mail to the claimant’s last known address, and if a denial of the claim, shall contain the specific reasons for the denial, reference to pertinent provisions of the Plan on which the denial is based, a description of any additional information or material necessary to perfect the claim, and an explanation of the claims review procedure including the claimant’s right to bring a suit for benefits under ERISA Section 502 if the claimant’s appeal is denied.

10.2    Review Procedure

A claimant is entitled to request the Committee’s review of any denial of a claim, by written request to the Committee within 60 days of receipt of the denial. Absent a request for review within the 60-day period, the claim will be deemed to be conclusively denied. The Committee shall afford the claimant or his authorized representative the opportunity to review all pertinent documents and submit issues and comments in writing and shall render a decision in writing, all within 60 days after receipt of a request for review (provided that in special circumstances the Committee may extend the time for decision by not more than 60 days upon written notice to the claimant). The Committee’s review decision shall contain specific reasons for the decision and reference to the pertinent provisions of the Plan, and notification to the claimant of his or her right to bring suit for benefits under ERISA Section 502.

10.3    Suit for Benefits

A claimant’s suit for benefits under ERISA Section 502 must be brought within 365 days following the date of the denial of the Claimant’s appeal by the Committee, of if the Committee does not issue a timely denial, within 365 days following the date the Committee’s appeal denial should have been issued in accordance with the terms of the Plan.

Section 11 -     Amendment and Termination

11.1    Right to Amend or Modify

The Plan may be amended or modified in whole or in part by the Committee or the Board at any time; provided, however, that no amendment or modification shall retroactively decrease a Participant’s Account determined as of the date of such amendment or modification.

11.2    Right to Terminate

The Committee or the Board reserves the right to terminate the Plan at any time. Termination of the Plan shall not decrease a Participant’s vested Account determined as of the termination date. Upon termination of the Plan, the Committee or Board may provide that the Participants’ vested Account be paid in a single lump sum to the extent permitted by and in accordance with Code Section 409A.

Section 12 -     Miscellaneous

12.1    No Employment Rights

Nothing herein shall constitute a contract of employment or of continuing service or in any manner obligate the Company to continue the services of the Participant, or obligate the Participant to continue in the service of the Company, or as a limitation of the right of the Company to discharge any of its employees, with or without cause. Nothing herein shall be construed as fixing or regulating the compensation or other remuneration payable to the Participant.

12.2    Offset

If, at the time payments or installments of payments are to be made hereunder, the Participant or the Beneficiary or both are indebted or obligated to the Company, then the payments remaining to be made to the Participant or the Beneficiary or both may, at the discretion of the Company, be reduced by the amount of such indebtedness or obligation, provided, however, that an election by the Company not to reduce any such payment or payments shall not constitute a waiver of its claim for such indebtedness or obligation.

12.3    Protective Provisions

In order to facilitate the payment of benefits hereunder, each Participant or Beneficiary shall cooperate with the Company by furnishing any and all information requested by the Company, and taking such other actions as may be requested by the Company. If the Participant or Beneficiary refuses to cooperate, the Plan and the Company shall have no further obligation to him or her under the Plan. In such event, no benefit shall be payable to the Participant or his Beneficiary.

12.4    Non-assignability

Neither the Participant nor any other person shall have any voluntary or involuntary right to commute, sell, assign, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are expressly declared to be unassignable and non-transferrable. No part of the amounts payable shall be, prior to actual payment, subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any other person, or be transferrable by operation of law in the event of the Participant’s or any other person’s bankruptcy or insolvency.

12.5    Notice

Any notice required or permitted to be given under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail to the last known address of the Participant if to the Participant, or, if given to the Company, to the principal office of the Company, directed to the attention of the Committee. Such notice shall be deemed given as of the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark or the receipt for registration or certification.

If the Committee cannot locate a Participant or the Beneficiary of a deceased Participant to whom payment of benefits under this Plan shall be required, following a diligent effort by the Committee to locate the Participant or Beneficiary, such benefit shall be forfeited.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this amended Plan document on its behalf this ________ day of _______________, 2020, to be effective as of January 1, 2020.

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