Deferred Compensation Plan Sample Contracts

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;

EXECUTIVE DEFERRED COMPENSATION PLAN (As Amended and Restated Effective July 1, 2018) (August 2nd, 2018)

ARROW ELECTRONICS, INC., a New York corporation having its principal offices at 9201 E. Dry Creek Road, Centennial, CO 80112 (the "Company"), hereby adopts this amended and restated Executive Deferred Compensation Plan for the benefit of a select group of management or highly compensated employees as described herein, effective July 1, 2018 except as otherwise provided.

Gannett Co., Inc. – GANNETT CO., INC. 2015 DEFERRED COMPENSATION PLAN RULES FOR POST-2004 DEFERRALS Amendment No. 3 (August 1st, 2018)

Effective July 31, 2018, Gannett Co., Inc. hereby amends the Gannett Co., Inc. 2015 Deferred Compensation Plan, as amended, Rules for Post-2004 Deferrals, as follows:

Molina Healthcare, Inc. Amended and Restated Deferred Compensation Plan (2018) (August 1st, 2018)

This Deferred Compensation Plan (the "Plan") is amended and restated effective for amounts earned and deferred on or after January 1, 2018 (the "Restatement"), by MOLINA HEALTHCARE, INC., a Delaware corporation (the "Company") with reference to the following:

Gannett Co., Inc. – GANNETT CO., INC. 2015 DEFERRED COMPENSATION PLAN RULES FOR PRE-2005 DEFERRALS Amendment No. 2 (August 1st, 2018)

Effective as of July 31, 2018, Gannett Co., Inc. hereby amends the Gannett Co., Inc. 2015 Deferred Compensation Plan, as amended, Rules for Pre-2005 Deferrals, as follows:

Energizer Holdings, Inc. – First Amendment to the Energizer Holdings, Inc. Deferred Compensation Plan (August 1st, 2018)

WHEREAS, Energizer Holdings, Inc. ("Company") previously adopted the Energizer Holdings, Inc. Deferred Compensation Plan ("Plan"), effective as of July 1, 2015; and

Unitil Corporation Deferred Compensation Plan (July 31st, 2018)
The Progressive Corporation Executive Deferred Compensation Plan (July 31st, 2018)
Annex to Kraft Foods Deutschland Pension Scheme "Supplementary Benefits 2005"/ Deferral (Non-Qualified Deferred Compensation Plan) for Plan Participants Who Work for the Company in the United States (July 26th, 2018)

This Annex ("Annex") to the Kraft Foods Deutschland Pension Scheme "Supplementary Benefits 2005"/ Deferral ("Plan") offers Plan participants who work in the United States the opportunity to defer income taxes on:

Kraft Foods Deutschland Pension Scheme "Supplementary Benefits 2005"/ Deferral (Non-Qualified Deferred Compensation Plan) (July 26th, 2018)

Kraft Foods supplementary payments are intended to complement the payments received from the statutory pension scheme, Kraft Foods' pension scheme Plan 1996 and other company and private pension schemes, in the event of inability to work or death.

Amendment to the Rare Hospitality Management, Inc. Deferred Compensation Plan (July 20th, 2018)

WHEREAS, Darden Restaurants, Inc. (the "Company") maintains the RARE Hospitality Management, Inc. Deferred Compensation Plan (As Amended and Restated Effective as of January 1, 2009) (the "Plan"); and

CONAGRA BRANDS, INC. DIRECTORS' DEFERRED COMPENSATION PLAN (2018 Restatement) (July 20th, 2018)

Conagra Brands, Inc. (the "Company") established and hereby amends and restates the Conagra Brands, Inc., Directors' Deferred Compensation Plan (the "Plan") to have the following terms and conditions, effective as of May 1, 2018, except as otherwise noted herein.

Rare Hospitality International, Inc. Deferred Compensation Plan (July 20th, 2018)

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

Rli Corp. – Nonemployee Directors Deferred Compensation Plan (July 20th, 2018)