Deferred Compensation Plan Sample Contracts

Travelport Worldwide LTD – TRAVELPORT OFFICER DEFERRED COMPENSATION PLAN (Amended and Restated as of January 1, 2019) (February 22nd, 2019)
To the Suntrust Banks, Inc. Directors Deferred Compensation Plan Amended and Restated Effective January 1, 2009 (February 22nd, 2019)

WHEREAS, SunTrust Banks, Inc. (the "Company") has adopted and sponsors the SunTrust Banks, Inc. Directors Deferred Compensation Plan (the "Plan"); and

Modified Deferred Compensation Plan (February 21st, 2019)

Effective December 31, 2006, the Occidental Petroleum Corporation Deferred Compensation Plan 2 (the "DCP2") was merged with and into the Occidental Petroleum Corporation 2005 Deferred Compensation Plan (the "2005 DCP"), which was amended and restated as the Occidental Petroleum Corporation Modified Deferred Compensation Plan (the "Plan"). Effective December 31, 2006, for each Participant making a Special Transition Rule Election under Section 5.11, the Deferral Account (if any) of such Participant under the DCP2 was merged with the Deferral Account (if any) of such Participant under the 2005 DCP, the Savings Plan Restoration Account (if any) of such Participant under the DCP2 was merged with the Savings Plan Restoration Account (if any) of such Participant under the 2005 DCP, the SEDCP Deferral Account (if any) of such Participant under the DCP2 was transferred to the 2005 DCP, and all such accounts are governed by the terms of this Plan. For Participants not making such an election,

SECOND AMENDMENT TO THE ANIXTER INC. DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED EFFECTIVE July 1, 2015 (February 21st, 2019)

WHEREAS, Anixter Inc. (the "Company") maintains the Anixter Inc. Deferred Compensation Plan, as amended and restated effective July 1, 2015 (the "Plan") for its eligible employees and its affiliates that have adopted the Plan;

Amendment No. 1 to the Applied Materials, Inc. 2016 Deferred Compensation Plan (February 21st, 2019)

APPLIED MATERIALS, INC., having adopted the Applied Materials, Inc. 2016 Deferred Compensation Plan (the "Plan") effective as of January 1, 2005, and having since, amended and/or restated the Plan on several occasions, including having renamed it as of October 12, 2015, hereby again amends the Plan, as follows:

UPS DEFERRED COMPENSATION PLAN as Amended and Restated Effective January 1, 2012 (February 21st, 2019)

The primary purpose of this Plan is to assist United Parcel Service of America, Inc. ("UPS") and its subsidiaries in attracting and retaining employees of exceptional ability by allowing a select group of management or highly-compensated employees of UPS and certain of its subsidiaries and affiliated companies to defer the payment of a portion of their compensation that otherwise would become payable to them. The provisions of Articles I-VIII below govern deferrals made on and after January 1, 2005. For the rules governing deferrals made before January 1, 2005, see Exhibit A.

Faro Technologies, Inc. 2018 Non-Employee Director Deferred Compensation Plan (February 21st, 2019)
Potlatch – POTLATCHDELTIC CORPORATION MANAGEMENT DEFERRED COMPENSATION PLAN Effective June 1, 2008 Amended and Restated as of January 1, 2019 (February 21st, 2019)
Second Amendment to Applied Materials, Inc. 2016 Deferred Compensation Plan (February 21st, 2019)

Applied Materials, Inc. (the "Company"), having established the Applied Materials, Inc. 2016 Deferred Compensation Plan (the "Plan"), originally effective as of January 1, 2005, most recently restated effective as of October 12, 2015,and as subsequently amended by the first amendment to the restated Plan, hereby further amends the restated Plan in the following particulars, effective as of the dates indicated:

Baxter International – Baxter International Inc. Directors' Deferred Compensation Plan (February 21st, 2019)
Amendment No. 2 to the Seaboard Corporation Non-Qualified Deferred Compensation Plan (February 20th, 2019)

WHEREAS, the Company desires to amend the Plan to memorialize that the Plan has been "frozen" effective as of January 1, 2019, such that no additional contributions, whether in the form of employee elective deferrals or employer contributions (i.e., "Company Contributions" under the Plan), and relating to compensation earned after December 31, 2018, will be made to the Plan;

First Amendment to the Southern Company Deferred Compensation Plan (February 20th, 2019)

WHEREAS, the Board of Directors of Southern Company Services, Inc. heretofore established and adopted the Southern Company Deferred Compensation Plan, as amended and restated effective January 1, 2018 (the "Plan");

Amendment 2018-1 to the Devon Energy Corporation Non-Qualified Deferred COMPENSATION Plan (February 20th, 2019)
SEABOARD CORPORATION POST-2018 NONQUALIFIED DEFERRED COMPENSATION PLAN Effective January 1, 2019 (February 20th, 2019)

Seaboard Corporation (the "Company") hereby adopts the Seaboard Corporation Post-2018 Nonqualified Deferred Compensation Plan (the "Plan") effective January 1, 2019. The purpose of the Plan is to aid in attracting and retaining certain key employees of Seaboard Corporation and participating affiliated companies by providing to them an opportunity for supplemental retirement income. The Company intends for the Plan to comply with the final Treasury regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan is intended to be an arrangement that is unfunded and maintained primarily for the purpose of providing supplemental retirement income 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 of 1974, as amended, and the Plan is intended to satisfy the requirements of Section 409A of the Code, and the Plan shall be i

Pentair, Inc. Non-Qualified Deferred Compensation Plan (February 19th, 2019)

number of Shares Units equal to the number of Shares (or Share-related Equity Awards) deferred, or (ii) if the deferral relates to cash (such as dividend equivalents), such amount shall be converted to whole and fractional Share Units, with fractional units calculated to three decimal places, by dividing the amount to be allocated by the Fair Market Value of a Share on the effective date of such allocation. A deferral of an nVent Equity Award shall be allocated in a similar manner to the nVent Share Unit Fund.

Fifth Amendment and Restatement of the Centene Corporation Voluntary Nonqualified Deferred Compensation Plan (February 19th, 2019)

The purpose of the Centene Corporation Voluntary Nonqualified Deferred Compensation Plan ("Plan") is to aid Centene Corporation and its subsidiaries in retaining and attracting executive employees by providing them with tax deferred savings opportunities. The Plan provides a select group of management and highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), of Centene Corporation with the opportunity to elect to defer receipt of specified portions of compensation, and to have these deferred amounts treated as if invested in specified hypothetical investment benchmarks. The Plan is intended to conform to the requirements of Code SS409A. A Participant's Account that was earned and vested prior to January 1, 2005, plus subsequent earnings thereon, shall not be subject to the terms of this Plan but shall be subject to the terms of the prior plan dated June 1, 2002. The Pla

Amendment No. 1 to FirstEnergy Corp. Executive Deferred Compensation Plan (Amended and Restated Effective as of November 1, 2015) (February 19th, 2019)

WHEREAS, FirstEnergy Corp. (the "Company") amended and restated the FirstEnergy Corp. Executive Deferred Compensation Plan effective as of November 1, 2015 (the "Plan"); and

Black Hills Corporation Post-2018 Nonqualified Deferred Compensation Plan (February 19th, 2019)
2009 Deferred Compensation Plan (February 19th, 2019)

The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of Cisco Systems, Inc., a California corporation, and its subsidiaries, if any, that participate in this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. This Plan is intended to comply with all applicable law, including Code Section 409A, and shall be operated and interpreted in accordance with this intention. Effective January 1, 2009, this Plan was amended and restated to reflect the Plan's merger with the Scientific-Atlanta Executive Deferred Compensation Plan, as amended and restated, effective May 15, 2002 (the "SA Grandfathered Plan") and the Scientific-Atlanta 2005 Executive Deferred Compensation Plan, as amended and restated, effective January 1, 2008 (the "SA Post-2004 Plan"). Effective January 1, 2013 this Plan was amended

Camden Property Trust Non-Qualified Deferred Compensation Plan (February 15th, 2019)

Camden Property Trust, a Texas real estate investment trust (the "Company"), maintains the Camden Property Trust Non-Qualified Deferred Compensation Plan, as amended and restated from time to time (the "Plan"), primarily for the purpose of attracting and retaining a select group of management or highly compensated employees.

Hilton Worldwide Holdings Inc. – AMENDMENT ONE TO THE HILTON HOTELS 2005 EXECUTIVE DEFERRED COMPENSATION PLAN (As Amended and Restated Effective January 1, 2018) (February 13th, 2019)

WHEREAS, Hilton Domestic Operating Company Inc. (the "Company") maintains the Hilton Hotels 2005 Executive Deferred Compensation Plan (as previously amended and restated, the "Plan");

Levi Strauss & Co – Levi Strauss & Co. Deferred Compensation Plan for Executives and Outside Directors Master Plan Document Amended and Restated Effective as of January 1, 2011 (February 13th, 2019)
Levi Strauss & Co – First Amendment Levi Strauss & Co. Deferred Compensation Plan for Executives and Outside Directors (February 13th, 2019)
NORFOLK SOUTHERN CORPORATION EXECUTIVES' DEFERRED COMPENSATION PLAN as Amended and Restated Effective January 1, 2019 (February 8th, 2019)
PayPal Holdings, Inc. – Deferred Compensation Plan Amended and Restated as of November 6, 2018 (February 7th, 2019)
Second 2018 Declaration of Amendment to Qorvo, Inc. Nonqualified Deferred Compensation Plan (February 7th, 2019)

THIS DECLARATION OF AMENDMENT, made the 8th day of October, 2018, by Qorvo, Inc. (the "Company"), as sponsor of the Qorvo, Inc. Nonqualified Deferred Compensation Plan (the "Plan").

T-Mobile Us, Inc. Nonqualified Deferred Compensation Plan (February 7th, 2019)

WHEREAS, T-Mobile US, Inc. (the "Company") sponsors and maintains the T-Mobile US, Inc. Nonqualified Deferred Compensation Plan, as amended and restated effective as of January 1, 2014 (the "Plan"); and

THIRD AMENDMENT TO THE CARDINAL HEALTH DEFERRED COMPENSATION PLAN (As Amended and Restated January 1, 2016) Background Information (February 7th, 2019)

Cardinal Health, Inc. ("Cardinal Health") previously adopted and currently maintains the Cardinal Health Deferred Compensation Plan (the "Plan") for the benefit of a select group of management and highly compensated employees of Cardinal Health and its subsidiaries and affiliates.

seagate – Third Amendment 2015 Seagate Deferred Compensation Plan (February 4th, 2019)

The 2015 Seagate Deferred Compensation Plan, effective as of January 1, 2015 (the Plan), is hereby amended by this Third Amendment (the Amendment).

Markit Ltd. – SECOND AMENDMENT TO THE IHS MARKIT DEFERRED COMPENSATION PLAN (As Amended and Restated Effective January 1, 2017) (January 18th, 2019)
Markit Ltd. – FIRST AMENDMENT TO THE IHS MARKIT DEFERRED COMPENSATION PLAN (As Amended and Restated Effective January 1, 2017) (January 18th, 2019)
Azz Inc. Deferred Compensation Plan (January 18th, 2019)

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.

Gentherm – Gentherm Incorporated Deferred Compensation Plan Performance-Based Award Agreement (January 4th, 2019)

This Deferred Compensation Agreement (this "Agreement") is entered into as of December 31, 2018 by and between Gentherm Incorporated, a Michigan corporation (the "Company"), and Phillip M. Eyler (the "Executive").

Gentherm – GENTHERM INCORPORATED DEFERRED COMPENSATION PLAN as Effective as of January 1, 2019 (January 4th, 2019)
Perspecta Inc. – Perspecta Inc. Deferred Compensation Plan (December 28th, 2018)

Purpose. The purpose of this Deferred Compensation Plan (hereinafter, the "Plan") is to permit a select group of management or highly compensated employees of Perspecta Inc. (and its selected subsidiaries and/or affiliates) and certain non-employee Directors of the Company to defer the receipt of income which would otherwise become payable to them. It is intended that this Plan, by providing these eligible individuals an opportunity to defer the receipt of income, will assist in retaining and attracting individuals of exceptional ability.