Deferred Compensation Plan Sample Contracts

Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives Effective January 1, 2005 Restated Effective October 1, 2018 (October 1st, 2018)
Northwest Natural Gas Company Directors Deferred Compensation Plan Effective June 1, 1981 Restated as of October 1, 2018 (October 1st, 2018)
First Mid-Illinois Bancshares, Inc. – Amended and Restated Deferred Compensation Plan (September 26th, 2018)

WHEREAS, First Mid-Illinois Bancshares, Inc. (the "Company") maintains the First Mid-Illinois Bancshares, Inc. Amended and Restated Deferred Compensation Plan (the "Plan"); and

Bank First National Corp – Bank First National Nonqualified Deferred Compensation Plan" Master Plan Document (September 24th, 2018)

By execution of the Adoption Agreement attached hereto, Bank First National (formerly known as First National Bank in Manitowoc) (the "Plan Sponsor"), and such affiliates as may be identified as Adopting Employers under the Plan, hereby establishes this Amended and Restated Nonqualified Deferred Compensation Plan (the "Plan") as of the date designated in the Adoption Agreement. This Agreement hereby amends and restates all prior agreements between the Plan Sponsor and the Participant(s) and also serves as a new Plan Agreement for newly eligible Participants.

KLX Energy Services Holdings, Inc. – Klx Energy Services Holdings, Inc. Non-Employee Directors Stock and Deferred Compensation Plan (September 13th, 2018)
KLX Energy Services Holdings, Inc. – Klx Energy Services Holdings, Inc. 2018 Deferred Compensation Plan (September 13th, 2018)
Brady Corporation Directors' Deferred Compensation Plan as Amended and Restated Effective July 17, 2018 (September 13th, 2018)
Brady Corporation Executive Deferred Compensation Plan as Amended and Restated Effective July 17, 2018 (September 13th, 2018)

For periods prior to calendar year 2005, Brady Corporation has maintained the Brady Corporation Executive Deferred Compensation Plan by means of a series of individual deferred compensation agreements with covered executives. Amounts deferred prior to January 1, 2005 (which were all fully vested under Plan terms), including past and future earnings credited thereon, shall remain subject to the terms of those individual agreements as previously in effect (the "Frozen Agreements") but no further amounts shall be deferred under the Frozen Agreements. All deferrals to the Plan for periods on or after January 1, 2005 shall be governed by the terms and provisions of this document. Except as provided in Sections 4.2(b)(viii) and 6.1(a)(iii)(C) below, nothing in this document shall apply to amounts deferred prior to 2005 and past and future earnings credited thereon. This document is intended to comply with the provisions of Section 409A of the Internal Revenue Code and shall be interprete

1895 Bancorp of Wisconsin, Inc. – Nonqualified Deferred Compensation Plan Adoption Agreement (September 7th, 2018)
Apple Inc. Deferred Compensation Plan (August 23rd, 2018)
Contura Energy, Inc. – CONTURA ENERGY, INC. DEFERRED COMPENSATION PLAN Effective April 28, 2017 (August 21st, 2018)
AVNET, INC. DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS (As Amended and Restated Effective as of May 8, 2018) (August 17th, 2018)

The purpose of this Plan is to provide Eligible Directors of Avnet, Inc., a New York corporation (the "Corporation"), with an opportunity to defer payment of certain portions of their Compensation (as defined herein), at their election, in accordance with the provisions hereof, as may be amended from time to time. This version of the Plan, as amended and restated, amends and restates prior versions of the Plan document known as the Avnet, Inc. Deferred Compensation Plan for Outside Directors, Amended and Restated as of January 1, 2004 (the Prior Plan) and Amended and Restated as of January 1, 2009, which was intended to comply with final regulations issued under Code section 409A effective as of January 1, 2009 (the "Final 409A Effective Date").

AVNET DEFERRED COMPENSATION PLAN (As Amended and Restated Effective as of May 8, 2018) (August 17th, 2018)

Avnet, Inc., a New York corporation (the "Company"), previously adopted the Avnet Deferred Compensation Plan (the "Original Plan") originally effective February 1, 1997 (the "Original Effective Date"). The Original Plan was last amended and restated effective as of January 1, 2001 into the Avnet Deferred Compensation Plan (As Amended and Restated Effective as of January 1, 2001) and thereafter amended through the Third Amendment adopted on November 10, 2005 (the "Prior Plan"). The Company then amended and restated the Prior Plan, effective generally as of January 1, 2009, to implement various design changes to the Prior Plan and primarily to comply with Section 409A of the Code (as defined below). Accordingly, the Prior Plan became known as the Avnet Deferred Compensation Plan (As Amended and Restated Effective Generally as of January 1, 2009) (the "Plan"). The Plan was further amended by the First Amendment, as filed with the Securities and Exchange Commission on August 12, 2011. The

Midsouth Bancorp – Second Amendment to the Midsouth Bancorp, Inc. Amended and Restated Deferred Compensation Plan (August 10th, 2018)

WHEREAS, the Employer amended and restated the Plan effective as of December 29, 2010, and further amended the Plan by the First Amendment to the Plan dated as of November 17, 2016; and

Marcus & Millichap, Inc. – MARCUS & MILLICHAP, INC. DEFERRED COMPENSATION PLAN Restated Effective January 1, 2014 (August 9th, 2018)
Nonqualified Deferred Compensation Plan (August 9th, 2018)

WHEREAS, Perrigo Company, a Michigan corporation (the "Company"), maintains the Perrigo Company Nonqualified Deferred Compensation Plan, as amended and restated effective January 1, 2007 (the "Plan"), and as subsequently amended; and

Midsouth Bancorp – Second Amendment to the Midsouth Bancorp, Inc. Amended and Restated Deferred Compensation Plan (August 9th, 2018)

WHEREAS, the Employer amended and restated the Plan effective as of December 29, 2010, and further amended the Plan by the First Amendment to the Plan dated as of November 17, 2016; and

Kansas City Power & Light Co – Westar Energy, Inc. Non-Employee Director Deferred Compensation Plan (August 8th, 2018)
Kansas City Power & Light Co – Evergy, Inc. Nonqualified Deferred Compensation Plan (August 8th, 2018)
Endo International plc – Endo Health Solutions Inc. Amended and Restated Executive Deferred Compensation Plan (August 8th, 2018)
Amendment Number One to the Executive Deferred Compensation Plan for Oscar Schmidt (Effective July 1, 2009) (August 7th, 2018)

The Executive Deferred Compensation Plan for Oscar Schmidt (the "Plan") is hereby amended, effective as of the dates set forth below, as follows:

Amendment Number Two to the Executive Deferred Compensation Plan for Oscar Schmidt (Effective July 1, 2009) (August 7th, 2018)

The Executive Deferred Compensation Plan for Oscar Schmidt (the "Plan") is hereby amended, effective as of January 1, 2018, as follows:

Amc Entertainment Holdings, Inc. – Amendment No. 1 to the American Multi-Cinema, Inc. Non-Qualified Deferred Compensation Plan (Plan") (August 7th, 2018)

The Adoption Agreement of the Plan is hereby amended, effective May 1, 2018, to reflect a change in the Plan's disability definition. Therefore, the following is substituted for item 26. of Part VII - Forms and Timing of Distributions Upon Other Events:

Tegna Inc. Deferred Compensation Plan (August 7th, 2018)

TEGNA Inc. hereby amends the TEGNA Inc. Deferred Compensation Plan, Rules for Post-2004 Deferrals, restated as of January 1, 2005 (the "Plan"), effective as of the date of this amendment, as follows:

First Defiance Financial Corp. – First Defiance Deferred Compensation Plan (August 7th, 2018)

Page ARTICLE 1 Definitions 1 ARTICLE 2 Selection, Enrollment, Eligibility 9 2.1 Selection by Committee 9 2.2 Enrollment and Eligibility Requirements; Commencement of Participation 10 2.3 Termination of a Participant's Eligibility 11 ARTICLE 3 Deferral Commitments/Company Contribution Amounts/ Vesting/Crediting/Taxes 11 3.1 Reference source not found. Maximum Deferral 11 3.2 Minimum Deferrals 11 3.3 Election to Defer; Effect of Election Form 12 3.4 Withholding and Crediting of Annual Deferral Amounts 14 3.5 Company Contribution Amount 14 3.6 Vesting 15 3.7 Crediting/Debiting of Account Balances 16 3.8 FICA and Other Taxes 18 ARTICLE 4 Scheduled Distribution; Unforeseeable Financial Emerg

Amendment Number Three to the Executive Deferred Compensation Plan for Oscar Schmidt (Effective July 1, 2009) (August 7th, 2018)

The Executive Deferred Compensation Plan for Oscar Schmidt (the "Plan") is hereby amended, effective upon the approval by the Compensation Committee or the Board of Directors of MetLife, Inc. of the Participant's appointment to an Executive Officer position, as follows:

TEGNA INC. DEFERRED COMPENSATION PLAN Restatement Dated February 1, 2003, as Amended Rules for Pre-2005 Deferrals Amendment No. 3 (August 7th, 2018)

TEGNA Inc. hereby amends the TEGNA Inc. Deferred Compensation Plan, Rules for Pre-2005 Deferrals, restatement dated February 1, 2003, as amended (the "Plan"), effective as of the date of this amendment, as follows:

Directors' Deferred Compensation Plan (August 7th, 2018)

Previously, Caterpillar Inc. (the "Company") adopted the Caterpillar Inc. Directors' Deferred Compensation Plan (the "Plan") to provide members of its Board of Directors with an opportunity to defer the payment of compensation. The Plan has been amended and/or restated on a number of occasions with the most recent amendment and restatement being effective as of January 1, 2005, to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. By execution of this document, the Company hereby further amends and restates the Plan in its entirety, effective as of July 1, 2018, to add a feature to permit Participants to defer certain equity compensation payable to them.

Clearwater Paper Corp. – CLEARWATER PAPER CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS Amended and Restated Effective as of January 1, 2018 (August 7th, 2018)
Boise Cascade Company Deferred Compensation Plan (August 6th, 2018)
Navient Deferred Compensation Plan (As Amended and Restated as of May 24, 2018) (August 3rd, 2018)
MICROSOFT CORPORATION DEFERRED COMPENSATION PLAN (Restated Effective as of May 15, 2015) (August 3rd, 2018)
LSC Communications, Inc. – Lsc Communications, Inc. Nonqualified Deferred Compensation Plan (August 2nd, 2018)

The purpose of the Plan is to provide specified payments to a select group of management or highly compensated Employees who contribute materially to the continued growth, development and success of LSC Communications, Inc., a Delaware corporation, and its subsidiaries that participate in the Plan. The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. Pursuant to the terms of the Separation and Distribution Agreement by and among R.R. Donnelley & Sons Company, LSC Communications, Inc. and Donnelley Financial Solutions, Inc. dated as of September 14, 2016 (the "Separation Agreement"), as of October 1, 2016 (the "Effective Date") the Company assumed, and transferred to the Plan and Trust, all assets, liabilities and obligations of R.R. Donnelley & Sons Company accrued as of the Effective Date under the R.R. Donnelley & Sons Company Nonqualified Deferred Compensation Plan (the "RRD Plan") with respect to any Transferred LSC Participant (as defined below).

AMETEK, INC. DEFERRED COMPENSATION PLAN Amended and Restated as of June 15, 2018 (August 2nd, 2018)
Encana (Usa) Deferred Compensation Plan (August 2nd, 2018)

WHEREAS, the Company acquired the Tom Brown, Inc. Deferred Compensation Plan dated as of March 1, 2001 (the "Prior Plan") upon consummation of the Company's purchase of Tom Brown, Inc., in May, 2004;