Non-Qualified Deferred Compensation Plan, adopted December 8, 2021

3.1.

Eligibility to Participate in the Plan.

(a)

The Plan Administrator shall designate each individual who is an Eligible Employee under the Plan.

(b)

An Eligible Employee shall become a Participant in the Plan by executing a Deferral Agreement in accordance with procedures established by the Plan Administrator or upon the crediting of a Company Contribution on behalf of the Eligible Employee.

3.2.

Change in Employment Status. During any period in which a Participant remains in the employ or service of the Company, but ceases to be an Eligible Employee, he or she shall cease to be eligible to make future deferrals of Compensation or receive Company Contributions under the Plan; however, all past Deferral Agreements of the Participant shall remain in effect. An individual shall remain a Participant in the Plan until the Participant’s entire Account is distributed or forfeited, as applicable.

4.1.

Election to Make Salary Reduction Contributions and Bonus Reduction Contributions.

(a)

Deferral Agreement.

(1)

An Eligible Employee may make an irrevocable Deferral Agreement to make a Salary Reduction Contribution either one-percent increments, not to exceed fifty percent (50%) of Salary, during an Election Period within the Plan Year preceding the Plan Year in which the Salary subject to the Salary Reduction Contribution is earned.

(2)

An Eligible Employee may make an irrevocable Deferral Agreement to make a Bonus Reduction Contribution in one-percent increments, not to exceed one hundred percent (100%) of the Bonus, during an Election Period within the Plan Year preceding the Plan Year in which the Bonus subject to the Bonus Reduction Contribution is earned.

(3)

Prior to the time an Eligible Employee obtains a Legally Binding Right to any Participant Contributions, the Participant may, with respect to the Participant’s Account attributable to Participant Contributions, specify in the Deferral Agreement:

(i)

The percentage of the Account to be distributed; and

(ii)

The time of the distribution in accordance with Section 5.2.

(4)

A Deferral Agreement shall be made in accordance with procedures established by the Plan Administrator and in accordance with Code Section 409A.

(b)

Notwithstanding the foregoing:

(1)

An Eligible Employee who is eligible to participate in the Plan for the first time and has never been eligible to participate in another account balance plan (within the meaning of Code Section 409A) of the Company may make an initial Deferral Agreement to make a Salary Reduction Contribution and/or Bonus Reduction Contribution within thirty days of being designated as an Eligible Employee by the Plan Administrator. Any such Deferral Agreement must apply only to Salary and the pro-rata portion of any Bonus earned for services performed after the election.

(2)

If the Plan Administrator, in its sole discretion, determines that a Bonus constitutes Performance-Based Compensation, an Eligible Employee may make an irrevocable Deferral Agreement to make a Bonus Reduction Contribution with respect to such Performance-Based Compensation, no later than six months before the end of the applicable performance period. In order to make a Deferral Agreement under this Section 4.1(b)(2), (i) the Participant must perform services for the Company continuously from the later of the beginning of the performance period or the date the Company establishes the performance goals through the date the Participant makes the Deferral Agreement, and (ii) the amount of the Performance-Based Compensation that will be earned must not be readily ascertainable (e.g., the performance goals are not certain to be achieved) as of the date of the Deferral Agreement.

(c)

A Participant’s Deferral Agreement shall remain in effect such that the Participant will automatically be deemed to have made a Deferral Agreement each subsequent Plan Year so long as the Deferral Agreement becomes irrevocable no later than the last day of the last Election Period during the Plan Year preceding the Plan Year in which Compensation subject to the Salary Reduction Contribution or Bonus Reduction Contribution is earned.

(1)

The Participant may modify or terminate the Participant’s automatic Deferral Agreement by notifying the Plan Administrator at any time, but any such modification or termination must be made no later than the last day of the last Election Period during the Plan Year preceding the Plan Year in which Compensation subject to the Deferral Agreement would have otherwise been earned, or, solely with respect to Compensation subject to the Deferral Agreement that constitutes Performance-Based Compensation, no later than six months before the end of the applicable performance period, subject to the restrictions set forth in Section 4.1(b)(2).

(2)

The modification or termination of a Participant’s automatic Deferral Agreement shall be made in accordance with procedures established by the Plan Administrator and in accordance with Code Section 409A.

(d)

Failure to Make Timely Election. If an Eligible Employee fails to enter into a timely Deferral Agreement, the Eligible Employee shall be deemed to have elected to make no Salary Reduction Contributions or Bonus Reduction Contributions for the applicable Plan Year.

(e)

Crediting of Reduction Contributions. Salary Reduction Contributions and Bonus Reduction Contributions made by a Participant under this Section shall be credited to the Participant’s Account as soon as practicable after the Compensation subject to the Salary Reduction Contribution or Bonus Reduction Contribution would have otherwise been paid to the Participant.

(f)

Vesting. A Participant shall be fully vested in the Participant’s Salary Reduction Contributions and Bonus Reduction Contributions.

4.2.

Company Contributions.

(a)

Matching Contributions. The Company shall make a Matching Contribution, which amount may vary by Participant.

(b)

Nonelective Contributions. The Company shall make Nonelective Contributions under this Plan, in an amount determined by the Company in its sole discretion, which may vary by Participant.

(c)

Crediting of Company Contributions. Company Contributions made on behalf of a Participant shall be credited to the Participant’s Account as soon as practicable.

(d)

Vesting of Company Contributions. A Participant shall vest in Matching Contributions at the same time and amount as determined with respect to matching contribution under the Company’s 401(k) Plan or as otherwise determined by the Company in its sole discretion. A Participant shall vest in Nonelective Contributions credited to the Participant’s Account at such times and on such terms (including performance-based vesting) as determined by the Plan Administrator prior to the date on which the Participant first obtained a Legally Binding Right to any Nonelective Contributions, contingent upon such Participant’s continued employment with the Company through such date. Any vesting based on time shall either be specified as a specific date or dates or using an elapsed time method. Any Company Contributions that are not vested as of the date of a Participant’s Separation from Service shall be forfeited upon such Separation from Service.

4.3.

Changes in Time or Form of Distribution.

(a)

If permitted by the Plan Administrator, a Participant may make a subsequent election to redefer the time and/or form of a distribution of the Participant’s Account attributable to Participant Contributions, but only if the following conditions are satisfied:

(1)

The election may not take effect until at least twelve months after the date on which the election is made;

(2)

A distribution may not be made earlier than at least five years from the date the distribution would have otherwise been made;

(3)

The election must be made at least twelve months before the date of the first scheduled distribution; and

(4)

The election may not result in an impermissible acceleration of payment prohibited under Code Section 409A and applicable guidance thereunder. If the Plan Administrator, in its sole discretion, determines that a change in the time and/or form of a distribution will result in an impermissible acceleration, the Plan Administrator reserves the right to refuse to honor the change.

(b)

A change in the time and/or form of distribution shall be made in accordance with procedures established by the Plan Administrator and in accordance with Code Section 409A.

5.1.

Form of Distribution.

(a)

The Participant’s Account attributable to Participant Contributions, or any percentage thereof as elected in accordance with Section 4(a)(3), shall be distributed in cash in a single lump sum.

(b)

Except as otherwise provided in this Article V, the Participant’s Account attributable to vested Company Contributions shall be distributed in cash in three annual installments of 33.3%, 50% and 100% of the Account at such time as specified in Section 5.3.

5.2.

Distribution prior to Separation from Service.

(a)

A Participant may elect in accordance with Section 4(a)(3) to have the Participant’s Account attributable to the Participant Contributions, or portion thereof, distributed commencing on a date specified in the Deferral Agreement, provided that the Participant is employed with the Company on such date.

(b)

If the Participant does not select a time of distribution in accordance with this Section 5.2, the time and form of distribution shall be as otherwise provided in this Article V.

5.3.

Distribution upon Separation from Service.

(a)

Notwithstanding Section 5.2, the unpaid portion of the Participant’s Account attributable to Participant Contributions will be distributed no later than sixty (60) days following the Participant’s Separation from Service.

(b)

Upon a Participant’s Separation from Service, the unpaid portion of the Participant’s vested Account balance, if any, attributable to Company Contributions shall be distributed commencing no later than sixty (60) days following the Participant’s Separation from Service and on the first and second anniversaries of the initial distribution.

(c)

In the case of a Separation from Service of a Specified Employee, distributions under this Section 5.3 may not be made or commence before the date which is six months after the date of the Specified Employee’s Separation from Service (or, if earlier, the date of death of the Specified Employee).

5.4.

Distribution upon Disability or Death. Notwithstanding the foregoing, if a Participant becomes Disabled or dies while employed with the Company, the unpaid portion of the Participant’s total vested Account balance, if any, shall be distributed in a single lump sum.

5.5.

Distribution upon a Change in Control. Notwithstanding the foregoing, upon a Change in Control, the unpaid portion of a Participant’s total vested Account balance, if any, shall be distributed in a single lump sum.

5.6.

Impermissible Acceleration. If the Plan Administrator, in its sole discretion, determines that a distribution under this Article will result in an impermissible acceleration prohibited under Code Section 409A and applicable guidance thereunder, the Plan Administrator reserves the right to refuse to make any such distribution unless and until the Plan Administrator determines that the distribution can be made in accordance with Code Section 409A.

5.7.

Delay in Payment. The Plan Administrator may delay a distribution under this Article V if making a timely payment would jeopardize the ability of the Company to continue as a going concern or if the payment would violate federal securities laws. In each case, payment must be made as soon as the reason for the delay ceases to exist.

5.8.

Accelerated Payment Exceptions. The Plan Administrator may provide for an accelerated payment of vested amounts credited to a Participant’s Account under the following circumstances:

(a)

To comply with a Qualified Domestic Relations Order. For this purpose, a Qualified Domestic Relations Order means a judgment, decree, or order (including the approval of a settlement agreement) which:

(1)

is issued pursuant to a State’s domestic relations law;

(2)

relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child, or other dependent of the Participant;

(3)

creates or recognizes the right of a spouse, former spouse, child, or other dependent of the Participant to receive all or a portion of the Participant’s benefits under the Plan;

(4)

requires payment to such person of their interest in the Participant’s benefits in an immediate lump payment; and

(5)

meets such other requirements established by the Company.

(b)

To cover any employment tax, where applicable, on amounts deferred under the Plan, to pay federal income tax withholding amounts (or the corresponding state, local, or foreign tax withholding amounts as a result of the payment of any employment taxes). The total payment under this acceleration provision must not exceed the aggregate employment taxes and withholding related to such employment taxes;

(c)

In connection with a termination and liquidation of the plan in accordance with Treasury Regulation §1.409-3(j)(4)(ix);

(d)

Due to income inclusion resulting from a violation of Code Section 409A; and

(e)

To cover a debt owed to the Company if the participant incurred the debt in the ordinary course of business, the offset does not exceed $5,000 per calendar year, and payment occurs on the due date of the debt.

6.1.

All amounts payable under the Plan to a Participant or the Participant’s Beneficiaries shall be paid by the Company from its general assets. The payment of benefits under the Plan represents an unfunded, unsecured obligation of the Company. Notwithstanding the fact that the Participants’ Accounts may be adjusted by an amount that is measured by reference to the performance of any deemed Investment Funds as provided in Section 6.2, no person entitled to payment under the Plan shall have any claim, right, security interest, or other interest in any fund, trust, account, insurance contract, or asset of the Company which may be responsible for such payment, including any Trust.

6.2.

In the Company’s discretion, the Plan Administrator may permit Participants to elect one or more Investment Funds in which the Accounts will be deemed to be invested for purposes of crediting earnings or losses on such Accounts. Such election shall be subject to any such restrictions as deemed advisable by the Plan Administrator in its sole discretion. In the event that the Company does not permit a Participant to make a deemed investment election or in the event that the Participant fails to elect a deemed investment election with respect to the Participant’s Accounts, the Company may designate one or more default Investment Funds for such purpose.

7.1.

A Participant shall designate on the Participant’s Deferral Agreement or other form provided by the Company, the Beneficiary or Beneficiaries (i.e., a person or persons who are to receive distributions in the event of the Participant’s death). If the Participant has not properly designated a Beneficiary, or if for any reason such designation shall not be legally effective, or if said designated Beneficiary or Beneficiaries shall predecease the Participant, then the Participant’s estate shall be treated as the Beneficiary. A Participant may change the Participant’s Beneficiary designation at any time by amending the Participant’s Deferral Agreement or other form provided by the Company.

8.1.

Plan Administrator. The Plan Administrator shall be the Board or a committee appointed by the Board to administer the Plan.

8.2.

Claims for Benefits.

(a)

Filing a Claim. A Participant or the Participant’s authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Plan Administrator. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a Claimant.

(b)

Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the Claimant within ninety days of the date on which the claim is received by the Plan Administrator. If special circumstances (such as for a hearing) require a longer period, the Claimant will be notified in writing, prior to the expiration of the ninety-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond ninety days after the expiration of the initial ninety-day period.

(c)

Reasons for Denial. A denial or partial denial of a claim will be dated and signed by the Plan Administrator and will clearly set forth:

(1)

The specific reason or reasons for the denial;

(2)

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

(3)

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

(4)

An explanation of the procedure for review of the denied or partially denied claim set forth below, including the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

(d)

Review of Denial. Upon denial of a claim, in whole or in part, a Claimant or the Claimant’s duly authorized representative will have the right to submit a written request to the Plan Administrator for a full and fair review of the denied claim by filing a written notice of appeal with the Plan Administrator within sixty days of the receipt by the Claimant of written notice of the denial of the claim. A Claimant or the Claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(e)

Decision upon Review. The Plan Administrator will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:

(1)

The specific reason or reasons for the adverse determination;

(2)

Specific reference to pertinent Plan provisions on which the adverse determination is based;

(3)

A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits; and

(4)

A statement describing any voluntary appeal procedures offered by the Plan and the Claimant’s right to obtain the information about such procedures, as well as a statement of the Claimant’s right to bring an action under ERISA Section 502(a).

(f)

Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the Claimant has exhausted the Claimant’s remedies under this Section. In any such legal action, the Claimant may only present evidence and theories which the Claimant presented during the claims procedure. Any claims which the Claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a Claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the Claimant presented during the claims procedure. Any suit or legal action initiated by a Claimant under the Plan must be brought by the Claimant no later than one year following a final decision on the claim for benefits by the Plan Administrator. The one-year limitation on suits for benefits will apply in any forum where a Claimant initiates such suit or legal action. Any claim under this Plan relating to an alleged failure to make a contribution to this Plan, and any suit or legal action for benefits under this Plan must be made within two years of the date on which the claimed contribution is alleged should have been made or, if later, the date on which the Claimant is or should have been aware that such contributions have not been made.

(g)

Disability Claims. Claims for Disability benefits shall be determined under the DOL Regulation Section 2560.503-1, which is hereby incorporated by reference.

8.3.

Indemnification. To the extent not covered by insurance, the Company shall indemnify the Plan Administrator, each employee, officer, director, and agent of the Company, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Company shall not indemnify any person for liabilities or expenses due to that person’s own gross negligence or willful misconduct.

8.4.

Power and Authority. The Plan Administrator shall have full power and authority to adopt rules and regulations (including without limitation a reasonable claims procedure) for the administration of the Plan, and to interpret, alter, amend, or revoke any rules and regulations so adopted. The Plan Administrator shall have full power and authority to interpret the terms and provisions of this Plan and any instrument filed hereunder. Any costs or expenses in the administration of the Plan or the investment of any assets by the Company will be charged against and reduce the Accounts of Participants in a fair and equitable manner as determined by the Plan Administrator, to the extent such expenses are not paid by the Company out of other assets.

8.5.

Finality of Decisions. The Plan Administrator’s decisions or interpretations made under the Plan shall be binding and final on all interested parties.

8.6.

Information Requests. Any party entitled to payment under this Plan shall comply with all written requests of the Plan Administrator or its designee to furnish the Company with any information known or available to such party and necessary to the administration of the Plan.

8.7.

No Fiduciary Relationship. Neither the Plan, nor any action taken by the Plan Administrator or the Company, shall create or be deemed to create a trust or fiduciary relationship of any kind between the Company and the Participant, the Participant’s Beneficiary, or any other person.

9.1.

Amendment of Plan. The Company or its delegate reserves the right to amend any provisions of the Plan at any time to the extent that it may deem advisable without the consent of Participants or any Beneficiaries, provided that no such amendment shall reduce the amount of Compensation deferred before such amendment without the consent of affected Participants or Beneficiaries.

9.2.

Termination of Plan.

(a)

The Company may terminate the Plan at any time, provided the following requirements are satisfied:

(1)

The termination is not proximate to a downturn in the Company’s financial health;

(2)

All plans and arrangements that would be aggregated with the Plan for purposes of Code Section 409A if the same service provider had deferrals of compensation under all of the plans and arrangements are also terminated and liquidated;

(3)

No payments to Participants other than payments that would have been paid absent the termination are made within twelve months of the Plan termination;

(4)

All payments in liquidation of the Plan are made within twenty-four months of the Plan termination; and

(5)

The Company does not adopt a plan of the same type as the Plan for a period of three years following the date of Plan termination.

(b)

Notwithstanding the foregoing, the Company may terminate the Plan within thirty days preceding or twelve months following a Change in Control, provided that all plans sponsored by the Company immediately after the Change in Control with respect to which deferrals of compensation are treated as having been deferred under a single plan for purposes of Code Section 409A are also terminated and liquidated with respect to each Participant who experienced the Change in Control, and further provided that all such Participants receive all amounts of compensation deferred under the terminated plans within twelve months of the date of termination of the plans.

(c)

Upon Plan termination in accordance with this Section, any unpaid portion of a Participant’s Account balance shall be payable in a single lump sum.

(d)

Notwithstanding the foregoing, if the Plan Administrator, in its sole discretion, determines that any accelerated payments made on account of Plan termination are prohibited under Code Section 409A and applicable guidance thereunder, the Plan Administrator reserves the right to refuse to make any such payments unless and until the Plan Administrator determines that the payments can be made in accordance with Code Section 409A.

(e)

For purposes of this Section, “Company” shall be construed to refer to the Company and all Persons with whom the Company would be considered a single employer under Code Sections 414(b) or (c).

9.3.

No benefits under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, or encumbrance. The provisions of this Plan shall be binding upon and inure to the benefit of the Company and Participants and their respective successors, heirs, personal representatives, executors, administrators, and legatees.

9.4.

Nothing contained in the Plan shall be construed as a contract of employment or service between the Company and any Participant, or as a right of any Participant to be continued in the employment of or service to the Company, or as a limitation of the right of the Company to discharge any of its employees or service providers, with or without cause.

9.5.

This Plan and a Participant’s Deferral Agreements, and any subsequently adopted amendment thereof, shall constitute the total agreement or contract between the Company and such Participant regarding the Plan. No oral statement or other written document regarding the Plan may be relied upon by the Participant.

9.6.

All questions arising in respect of the Plan, including those pertaining to its validity, interpretation, and administration, shall be governed, controlled, and determined in accordance with the applicable provisions of federal law and, to the extent not preempted by federal law, the laws of the State of Delaware. All legal actions or proceedings relating to the Plan shall be brought exclusively in the courts of Delaware.

9.7.

Code Section 409A. It is intended that the Plan comply with the provisions of Code Section 409A. The Plan and each Deferral Agreement shall be administered in a manner consistent with this intent. Each payment made under the Plan, shall be considered a “separate payment” within the meaning of Code Section 409A. Neither a Participant nor any of a Participant's creditors or Beneficiaries shall have the right to subject any amounts payable under the Plan to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment. A Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s Account in connection with the Plan (including any taxes and penalties under Code Section 409A), and the Company shall not have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

●

Your Separation from Service.

●

Your death.

●

Your Disability.

●

A Change in Control.

●

I have read and understand the terms of the Plan and agree to all of its terms and conditions.

●

I understand that any amounts I defer hereunder are unfunded and unsecured and subject to the claims of the Company's creditors in the event of the Company's insolvency.

●

I have consulted with my own tax advisor regarding the tax consequences of participating in the Plan and making this election.

Participant's Signature

Print Participant's Name

Received by the Plan Administrator this           day of                   , _____.