Deferred Compensation Plan Sample Contracts

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Non-Qualified Deferred Compensation Plan (November 20th, 2017)
Deckers Outdoor Corporation Deferred Compensation Plan Effective February 1, 2010 as Amended and Restated Effective July 1, 2016 (November 9th, 2017)

The purpose of this Deckers Outdoor Corporation Deferred Compensation Plan (the "Plan") is to provide specified benefits to a select group of management and highly compensated Employees. The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

SECOND AMENDMENT OF CHS INC. DEFERRED COMPENSATION PLAN (2015 Restatement) (November 9th, 2017)

WHEREAS, CHS Inc. (the "Company") has heretofore established and maintains a nonqualified deferred compensation plan which is currently embodied in an amended and restated document effective May 19, 2015 and entitled "CHS Inc. Deferred Compensation Plan, Master Plan Document (2015 Restatement)" as amended (hereinafter, the "Plan document");

Deferred Compensation Plan (November 9th, 2017)

Genomic Health, Inc., a Delaware corporation (the "Company"), hereby establishes the Genomic Health, Inc. Deferred Compensation Plan (the "Plan"), effective January 1, 2018 (the "Effective Date"), for the purpose of attracting and retaining high quality executives and Directors, and promoting in them increased efficiency and an interest in the successful operation of the Company. The Plan is intended to, and shall be interpreted to, comply in all respects with Code Section 409A and those provisions of ERISA applicable to an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of "management or highly compensated employees."

Sykes Enterprises, Incorporated Deferred Compensation Plan Amended and Restated as of January 1, 2018 (November 9th, 2017)

Sykes Enterprises, Incorporated (SYKES) previously established the Sykes Enterprises, Incorporated Deferred Compensation Plan (the Plan) effective as of December 17, 1998, to retain and reward a select group of management or highly compensated employees of SYKES. The Plan is an unfunded plan established and maintained for the primary purpose of providing certain key employees who contribute, or who are expected to contribute, substantially to the success of SYKES with the opportunity to defer the receipt of compensation. The Plan has previously been amended over the years. SYKES has determined that it is in the best interest of the Participants to amend and restate the Plan effective as of January 1, 2018. The Plan is intended to comply with Section 409A of the Internal Revenue Code of 1986 (the Code) and shall be operated and interpreted consistent with that intent.

Everett SpinCo, Inc. – Amendment to the Dxc Technology Company Deferred Compensation Plan (November 8th, 2017)

This AMENDMENT to the DXC Technology Company Deferred Compensation Plan, effective as of April 1, 2017 (the "Plan"), shall be effective as of January 1, 2018.

ATRION Corporation – Atrion Corporation Nonqualified Deferred Compensation Plan (November 8th, 2017)
Hsn, Inc. Nonqualified Deferred Compensation Plan (November 8th, 2017)

1A.1 Corporate Transaction and Future of the Plan. On July 5, 2017, Liberty Interactive Corporation, a Delaware corporation, Liberty Horizon, Inc., a Delaware corporation and HSN, Inc., a Delaware corporation (the "Company"), entered into that certain Agreement and Plan of Merger (the "Corporate Transaction") in which upon the close of the Corporate Transaction, the Company will become a wholly-owned subsidiary of Liberty Interactive Corporation. The expectations of all the parties is that the Corporate Transaction shall close on or before December 31, 2017. Liberty Interactive Corporation has indicated that it expects to freeze this HSN, Inc. Nonqualified Deferred Compensation Plan (the "Plan") on or after close but in no event later than December 31, 2017, such that elective deferrals under Section 2.2 of the Plan and employer contributions under Section 2.3 of the Plan shall not be permitted on and after January 1, 2018.

Rate Applicable to Participating Directors and Executive Officers Under the Directors and Executives Deferred Compensation Plan (November 7th, 2017)

Effective for the 2018 plan year, the Board of Directors and its Compensation Committee have approved an applicable interest rate for the Directors and Executives Deferred Compensation Plan of 10.12%. That rate is an increase from the 9.28% rate in effect for 2017, and applies prospectively to certain participants, including all participants who presently are directors or officers of First Horizon National Corporation. Rates are subject to annual approval by the Board, but generally remain in effect until changed. The new interest rate, within the context of the entire Plan, has been established at a level intended to provide both retention and long-term non-compete incentives. When a participant retires after 2010 due to mandatory retirement, the participant's interest rate during retirement will be the highest rate in place over the past three years--that is, the highest of the rates applicable during the year of retirement and the previous two years.

Catalent, Inc. – Catalent Pharma Solutions, Inc. Deferred Compensation Plan Amendment No. 2 (November 6th, 2017)

Catalent Pharma Solutions, Inc. (the "Company"), the sponsor of the Catalent Pharma Solutions, Inc. Deferred Compensation Plan (the "Plan"), hereby amends the Plan as follows, effective October 16, 2017.

THIRD AMENDMENT TO THE FIFTH THIRD BANCORP NONQUALIFIED DEFERRED COMPENSATION PLAN (January 1, 2013 Restatement) (November 6th, 2017)

WHEREAS, Fifth Third Bancorp (Fifth Third) sponsors and maintains The Fifth Third Bancorp Nonqualified Deferred Compensation Plan, as amended and restated effective January 1, 2013 (Plan);

SECOND AMENDMENT TO THE FIFTH THIRD BANCORP UNFUNDED DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (June 1, 2013 Restatement) (November 6th, 2017)

WHEREAS, Fifth Third Bancorp (Fifth Third) sponsors and maintains the Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective June 1, 2013 (Plan);

METLIFE DEFERRED COMPENSATION PLAN FOR GLOBALLY MOBILE EMPLOYEES Effective July 31, 2014 (November 6th, 2017)

Effective July 31, 2014, MetLife International Holdings, Inc. established the MetLife Deferred Compensation Plan for Globally Mobile Employees (the "Plan"), an unfunded non-qualified retirement plan, for the benefit of select employees of Participating Companies. This Plan shall be an unfunded plan maintained by the Company solely for the purpose of providing deferred compensation to a select group of management or highly-compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act. This Plan shall be construed and administered as a nonqualified deferred compensation plan as defined in section 409A(d)(1) of the Code that is intended to satisfy the requirements of Code section 409A(a)(2), (3) and (4) and the Treasury Regulations thereunder.

Catalent, Inc. – Deferred Compensation Plan (November 6th, 2017)
Scripps Executive Deferred Compensation Plan Amended and Restated as of February 23, 2015 (November 3rd, 2017)
FOURTH AMENDMENT TO THE PROGRESSIVE CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN (2010 Amendment and Restatement) (November 2nd, 2017)
Southcross Energy Partners L. – Amendment to the Southcross Energy Partners, L.P. Non-Employee Director Deferred Compensation Plan (November 2nd, 2017)

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of October 31, 2017, by and among the Company, Southcross Energy Partners, L.P., a Delaware limited partnership of which the Company is the general partner (the Partnership), American Midstream Partners, LP, a Delaware limited partnership (AMID), American Midstream GP, LLC, a Delaware limited liability company, and Cherokee Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of AMID (Merger Sub) (the Merger Agreement) pursuant to which AMID will acquire control over the Partnership through the merger of the Partnership with and into Merger Sub; and

Southcross Energy Partners L. – Amendment to the Southcross Energy Partners, L.P. Non-Employee Director Deferred Compensation Plan (November 2nd, 2017)

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of October 31, 2017, by and among the Company, Southcross Energy Partners, L.P., a Delaware limited partnership of which the Company is the general partner (the Partnership), American Midstream Partners, LP, a Delaware limited partnership (AMID), American Midstream GP, LLC, a Delaware limited liability company, and Cherokee Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of AMID (Merger Sub) (the Merger Agreement) pursuant to which AMID will acquire control over the Partnership through the merger of the Partnership with and into Merger Sub; and

Southwest Airlines Co. Deferred Compensation Plan for Senior Leadership and Non-Employee Members of the Southwest Airlines Co. Board of Directors (November 1st, 2017)

WHEREAS, Southwest Airlines Co., a corporation formed under the laws of the State of Texas, has previously adopted, effective as of March 1, 2016, the Southwest Airlines Co. Deferred Compensation Plan for Senior Leadership and Non-Employee Members of the Southwest Airlines Co. Board of Directors, a deferred compensation plan for the exclusive benefit of (i) a select group of highly compensated employees of the Company and (ii) non-employee members of the Company's Board of Directors (the "Non-Employee Directors") to provide an additional means by which said employees and Non-Employee Directors may defer funds for their retirement; and

Rexnord Corporation Deferred Compensation Plan (November 1st, 2017)

Rexnord Corporation hereby establishes this Rexnord Corporation Deferred Compensation Plan (the "Plan") effective as of January 1, 2016. The purpose of this Plan is to provide certain specified benefits to a select group of management and highly compensated employees who contribute materially to the continued growth, development and future business success of Rexnord Corporation by (i) allowing those employees to receive credit for Company contributions which exceed the limits imposed by the Internal Revenue Code under the tax-qualified Rexnord Corporation 401(k) Plan and (ii) providing a means whereby certain amounts payable by the Company to selected employees may be deferred to some future period.

Lincoln Electric Holdings, Inc. 2005 Deferred Compensation Plan for Executives (As Amended and Restated as of January 1, 2018) (October 30th, 2017)

The Lincoln Electric Holdings, Inc. 2005 Deferred Compensation Plan (the "Plan") was established by Lincoln Electric Holdings, Inc., effective December 30, 2004, to allow designated management and highly compensated employees to defer a portion of their current salary and bonus compensation. The Plan is hereby amended and restated as of January 1, 2018. Except as provided herein, this amendment and restatement shall apply to Deferral Commitments made for Deferral Periods commencing on or after January 1, 2018.

FOURTH AMENDMENT to the XCEL ENERGY INC. NONQUALIFIED DEFERRED COMPENSATION PLAN 2009 Restatement (October 27th, 2017)

WHEREAS, Xcel Energy Inc. (the "Employer") established the Xcel Energy Inc. Nonqualified Deferred Compensation Plan (the "Plan") for the benefit of its eligible employees; and

Fortive Corp – Non-Employee Directors' Deferred Compensation Plan Approved August 3, 2017 Effective January 1, 2018 (October 26th, 2017)
Fortive Corp – Non-Employee Directors' Deferred Compensation Plan (October 26th, 2017)

This Agreement made as of , by and between , an individual residing at (the "Participant"), and Fortive Corporation (the "Company") pursuant to the Fortive Corporation Non-Employee Directors' Deferred Compensation Plan (the "Sub-Plan").

Amendment No. 2 to the Waste Connections, Inc. Nonqualified Deferred Compensation Plan (October 26th, 2017)

WHEREAS, Waste Connection Inc., an Ontario corporation (the "Employer"), has previously established the Waste Connections, Inc. Nonqualified Deferred Compensation Plan (the "Plan") for the benefit of a select group of management or highly compensated employees and directors; and

Graphic Packaging Holding Co – Graphic Packaging International, Inc. Non-Qualified Deferred Compensation Plan (October 25th, 2017)

For purposes of the Plan, the following terms, when used with an initial capital letter, will have the meaning set forth below unless a different meaning plainly is required by the context.

CURO Group Holdings Corp. – SPEEDY GROUP HOLDINGS CORP. NONQUALIFIED DEFERRED COMPENSATION PLAN Effective as of June 1, 2015 RECITALS (October 24th, 2017)

This Nonqualified Deferred Compensation Plan (the Plan) is adopted by Speedy Group Holdings Corp. (the Employer), a corporation organized and existing under the laws of the State of Delaware, for the benefit of the Eligible Employees of the Employer. The purpose of the Plan is to offer selected Eligible Employees who contribute significantly to the future business success of the Employer an opportunity to elect to defer a portion of their Base Salary and/or Bonus Compensation and to provide a deferred compensation vehicle to which the Employer may credit Discretionary and/or LTIP Contributions pursuant to the terms of the Plan.

Deferred Compensation Plan for Non-Employee Directors (October 24th, 2017)
The CHARLES SCHWAB CORPORATION DEFERRED COMPENSATION PLAN II (Effective December 9, 2004) (Amended and Restated December 12, 2007) (Amended and Restated October 23, 2008) (Amended and Restated October 19, 2017) (October 24th, 2017)
CURO Group Holdings Corp. – Speedy Group Holdings Corp. Nonqualified Deferred Compensation Plan Participation Agreement (October 24th, 2017)

This PARTICIPATION AGREEMENT dated as of [DATE] (this Agreement) is between SPEEDY GROUP HOLDINGS CORP., a Delaware corporation (the Employer), and [PARTICIPANT] (Participant).

Penske Automotive Group – PENSKE AUTOMOTIVE GROUP, INC. DEFERRED COMPENSATION PLAN Effective January 1, 2018 (October 13th, 2017)

WHEREAS, Penske Automotive Group (the "Company") wishes to provide nonqualified deferred compensation benefits to a select group of management or highly compensated employees;

Apogee Enterprises – Third Amendment to the Apogee Enterprises, Inc. 2011 Deferred Compensation Plan (October 10th, 2017)
AMENDMENT NO. 2 TO THE NEIMAN MARCUS GROUP, LLC KEY EMPLOYEE DEFERRED COMPENSATION PLAN (Amended and Restated Effective January 1, 2008) (October 10th, 2017)

Pursuant to the provisions of Section 8.1 thereof, The Neiman Marcus Group, LLC Key Employee Deferred Compensation Plan (Amended and Restated Effective January 1, 2008) (the "Plan") is hereby amended in the following respects only:

CONAGRA BRANDS, INC. VOLUNTARY DEFERRED COMPENSATION PLAN (Effective January 1, 2017) (October 3rd, 2017)

The Conagra Brands, Inc. Voluntary Deferred Compensation Plan (the "Plan") was adopted effective January 1, 2005, and was amended and restated effective January 1, 2009. The Plan is further amended and restated herein, effective January 1, 2017.

AdvanSix Inc. – Advansix Inc. Deferred Compensation Plan (September 26th, 2017)

AdvanSix Inc., a Delaware corporation (the "Company"), hereby establishes the AdvanSix Inc. Deferred Compensation Plan (the "Plan"), effective January 1, 2018 (the "Effective Date"), for the purpose of attracting and retaining high quality executives and Directors, and promoting in them increased efficiency and an interest in the successful operation of the Company. The Plan is intended to, and shall be interpreted to, comply in all respects with Code Section 409A and those provisions of ERISA applicable to an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of "management or highly compensated employees," although no warranty as to such compliance is made.