Adoption Agreement_Plan Document_Executive Equity (final) 14998361.2 223551-10001 DRAFTING NOTES SPECIMEN DEFERRED COMPENSATION PLAN (These drafting notes do not constitute part of the Plan document) SPECIMEN FORM: There are many possible forms that...
-ii- Adoption Agreement_Plan Document_Executive Equity (final) 14998361.2 223551-10001 costs. A number of other approaches can be used, including a provision that makes benefit payments mandatory upon a Change in Control. The implications of this provision should be carefully considered, bearing in mind that Section 409A imposes a number of restrictions on how particular approaches may be applied. It is your responsibility to inform Xxxxxxxx.xxx Plan Services if there is a Change in Control. Permissible Change Election: Final Regulation §1.409A-2(b)(2)(iii) allows a plan to take one of two approaches with respect to elections to change a previously elected series of payments (other than a life annuity, which is considered to be a single payment as of the first annuity payment date). As long as the payments are equal in amount (other than for Notional Investment Adjustments), a series of installment payments can be treated as a single payment scheduled on the date of the first payment in the series. For example, under this approach, if a participant first elected to receive a deferral amount in ten scheduled installments, as long as he or she elected to change that election more than a year in advance of the first payment in the series, the series of payments could be collapsed into a lump sum payable at least five years after the first originally scheduled payment. In effect, the five year postponement requirement is satisfied as long as the new payment (or series of payments) is made (or starts) at least five years after the first payment would have been made under the original schedule. Alternatively, except for an annuity (for which the previous approach is required), a plan may provide that each payment within a series of payments will be treated as a separate payment. In that case, individual payments could be changed without affecting the others, but the Permissible Change Election requirements would have to be satisfied in each case. This specimen form treats series of payments as a single payment for the foregoing purposes. Specified Employee (Public Companies): With respect to companies having stock that is publicly traded on an established securities exchange or otherwise, Section 409A generally provides that payments under a nonqualified deferred compensation plan to a “Specified Employee” due to a separation from service be delayed for six months and a day. Final regulations under Section 409A provide detailed rules for determining who is a Specified Employee, which include optional elections that can be made by the employer. The identity of persons who are Specified Employees is determined as of a set date in each year for the twelve months then-ended (December 31 is presumed by the regulation to be the determination date, but a different date, such as a fiscal year end, may be selected by the Committee in a separate written document). The final regulations provide the employer 90 days after the determination date to compile the relevant data and decide who the Specified Employees are. Once identified, the relevant persons are treated as Specified Employees throughout the 12-month period that commences after the 90- day calculation period – i.e., beginning with the 1st day of the 4th month immediately following the determination date. Section 409A final regulations impose restrictions on when and how a determination date may be changed, and provide more detailed information on how the determination is to be made (dealing with issues such as spin-offs, mergers, inclusion of foreign employees, etc.). It is your responsibility to elect which rules under Section 409A shall apply when determining who is a Specified Employee, to determine annually who the Specified Employees are, and to provide in a timely manner a list of Specified Employees to Xxxxxxxx.xxx Plan Services. Section 6.4: Treasury Regulation §1.409A-3(h)(2) requires a plan to provide how the six-month and a day delay described above will be implemented. Under this specimen form, the determination of the amount to be distributed from a Participant’s Account Balance is delayed until the end of the six-month period. Participating Affiliates: If any Affiliate other than the Company desires to have its employees’ participate in the Plan it must become a “Participating Employer” by having its Board of Directors approve resolutions which adopt the plan and appoint the company and the Committee to act on its behalf in adoption and administration of the plan. Section 457A: As part of the Emergency Economic Stabilization Act of 2008, Congress enacted additional limitations on nonqualified deferred compensation plans of a “nonqualified entity” when compensation is no longer subject to a substantial risk of forfeiture. In general, a nonqualified entity is a foreign corporation unless substantially all of the corporation’s income is effectively connected with a U.S. business or is subject to a comprehensive foreign income tax. §457A applies in addition to the restrictions under Section 409A. Failure to comply with §457A results in an interest charge and a 20% penalty tax. You should consult with your attorney and other tax advisers to evaluate whether §457A might apply to your nonqualified deferred compensation plan. -----End of Drafting Notes----- DocuSign Envelope ID: 1C0997E6-B4A1-4EC8-9F96-F5D627FBD750
Adoption Agreement_Plan Document_Executive Equity (final) 14998361.2 223551-10001 ADOPTION AGREEMENT DEFERRED COMPENSATION PLAN The undersigned Company acting on behalf of itself and each Participating Employer, having been duly advised by its own counsel as to the legal and tax consequences of adopting this Deferred Compensation Plan, and having determined that adoption of this Plan as an unfunded, nonqualified deferred compensation plan (intending that the same comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended) would better enable the Company to attract and retain key personnel, HEREBY ADOPTS the attached Deferred Compensation Plan, subject to the following terms, conditions and elections, all of which are integral parts of the Plan adopted hereby: Company Name: Mission Produce, Inc. Company Address: 0000 Xxxxxx xxx Xxx, Xxxxxx XX 00000 Plan Name: Executive Equity Deferral Plan Effective Date of the Plan: November 1, 2022 Additional Participating Employers: __________________________________________________________ __________________________________________________________ Capitalized terms used in this Adoption Agreement that are defined in the Plan document attached hereto and not separately defined herein shall have the respective defined meanings set forth in the attached Plan document. The Company acting on behalf of itself and each Participating Employer hereby elects, for purposes of this Plan, as follows (insert check mark or "X" for each desired election and fill in appropriate blanks): DocuSign Envelope ID: 1C0997E6-B4A1-4EC8-9F96-F5D627FBD750
-5- Adoption Agreement_Plan Document_Executive Equity (final) 14998361.2 223551-10001 e. Disability Distribution Not Applicable (i) Type of distribution election applies as (select one): Default only A one-time election Class year – each year’s balance may have a different distribution election (not recommended if user-created accounts is selected for In-service distributions) Alternative forms of distribution (select all that apply): Lump Sum Annual installments for any whole number of years up to _____ Other: ___________________________ f. Death Benefit Distribution (pre-commencement vs. post-commencement) (i) Alternative forms of distribution pre-commencement of separation distribution In accordance with Participant’s separation elections, or Or if different from Participant’s separation elections (select all that apply): Lump Sum (recommended) Annual installments for any whole number of years up to _____ Other: ___________________________ (ii) Alternative forms of distribution post-commencement of separation distribution Continue in accordance with Participant’s elections (recommended) Or if different from Participant’s separation elections (select all that apply): Lump Sum Annual installments for any whole number of years up to _____ An amount to be determined by the Committee Other: ___________________________ g. Additional Supplemental Death Benefit (may require consent for life insurance) None Discretionary amount to be determined by the Committee Specified amount: _______________________________ h. Change in Control Distribution Yes No (i) Distribution is (select one): Mandatory Optional (declinable) (ii) Alternative forms of distribution (select all that apply): Lump Sum Annual installments for any whole number of years up to _____ Other: ___________________________ DocuSign Envelope ID: 1C0997E6-B4A1-4EC8-9F96-F5D627FBD750
-7- Adoption Agreement_Plan Document_Executive Equity (final) 14998361.2 223551-10001 IN WITNESS WHEREOF, the Company, on behalf of itself and each Participating Employer, has caused its duly authorized representative to execute this Adoption Agreement, under seal, as of the Effective Date set forth above, intending that the Company shall be bound hereby, and that each Participant, Committee Member and Record Keeper may rely hereon. COMPANY: Mission Produce, Inc. By: ____________________________________________ Print Name: _____________________________________ Title: ___________________________________________ Duly authorized Date:___________________________________________ DocuSign Envelope ID: 1C0997E6-B4A1-4EC8-9F96-F5D627FBD750 General Counsel Xxxxxx Xx June 14, 2022 | 9:07 AM PDT
-2- Adoption Agreement_Plan Document_Executive Equity (final) 14998361.2 223551-10001 “Annual Company Matching Amount” means the benefit amount, if any, for any one Plan Year that is determined for a Participant in accordance with Section 3.4. “Annual Deferral Amount” means that portion of a Participant's Pay Type(s) that a Participant elects to have deferred, and is deferred, in accordance with Article 3, for any one Plan Year. In the event of a Participant's Retirement, Disability, death or a Termination of Employment prior to the end of a Plan Year, such year's Annual Deferral Amount shall be the actual amount deferred in such Plan Year prior to such event. “Base Salary” means base salary earned with respect to services performed and payable in cash, exclusive of any of the following: Bonuses, Commissions, overtime, incentive payments and other performance-based forms of compensation, director and other special fees, expense allowances and reimbursements, severance, and any other forms of compensation, earnings or payments that are not regular in frequency and form (before reductions for, contributions to or deferrals under this Plan or any other profit sharing, 401(k), pension, deferred compensation or benefit plan sponsored by the Company or any Affiliate). “Beneficiary” means one or more persons, trusts, estates, or other entities, designated in accordance with Article 8 that are entitled to receive benefits under this Plan upon the death of a Participant. “Beneficiary Designation Form” means the form established from time to time by the Committee that a Participant completes, signs and returns to the Company to designate one or more Beneficiaries. Beneficiary Designation Forms may be completed and/or signed using such online systems and other electronic means as the Committee or Record Keeper from time to time may designate for such purpose. “Board of Directors” shall mean the Board of Directors, Managers, Trustees or other group having the legal authority to act as the governing body of the Company. “Bonus” means any compensation relating to services performed that is granted or awarded apart from Base Salary and Commissions and that is identified by the applicable Company or Affiliate as a “bonus” (before reductions for, contributions to or deferrals under this Plan or any other profit sharing, 401(k), pension, deferred compensation or benefit plan sponsored by the Company or any Affiliate). “Calendar Year” means the annual period measured from January 1 to December 31. "Cause", unless otherwise defined in the Adoption Agreement, means: (a) with respect to each Participant who has an employment agreement containing a definition of "cause" or "for cause", said definition as set forth in his or her employment agreement; and (b) with respect to all other Participants, and as determined in good faith by the Committee, willfully engaging in misconduct which is demonstrably and materially injurious to the Company or any Affiliate, unless the act or omission giving rise to such misconduct is done, or omitted to be done, by a Participant in good faith and with a sound reason to believe that such action or omission was in the best interest of the Company and its Affiliates. “Change in Control” means, with respect to the applicable Participating Employer, a change in the ownership or effective control of the Participating Employer, or in the ownership of a substantial portion of the assets of the Participating Employer. Unless otherwise specified in the Adoption Agreement, a Change in Control shall be defined as follows: (a) For purposes of this section, a change in the ownership of the Participating Employer occurs on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of the Participating Employer that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Participating Employer. (b) A change in the effective control of the Participating Employer occurs on the date on which either: (i) a person, or more than one person acting as a group, acquires ownership of stock of the Participating Employer possessing 30% or more of the total voting power of the stock of the Participating Employer, taking into account all such stock acquired during the 12-month period ending on the date of the most recent acquisition, or (ii) a majority of the members of the Participating Employer’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a majority shareholder of the Participating Employer. DocuSign Envelope ID: 1C0997E6-B4A1-4EC8-9F96-F5D627FBD750
-3- Adoption Agreement_Plan Document_Executive Equity (final) 14998361.2 223551-10001 (c) A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group, other than a person or group of persons that is related to the Participating Employer, acquires assets from the Participating Employer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Participating Employer immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition. An event constitutes a Change in Control with respect to a Participant only if the Participant’s relationship to the affected Participating Employer satisfies the requirements of Treasury Regulation §1.409A-3(i)(5)(ii). To qualify as a Change in Control event, the occurrence of the event must be objectively determinable and any requirement that any other person or group, such as a plan administrator or compensation committee, certify the occurrence of a Change in Control must be strictly ministerial and not involve any discretionary authority. If the Adoption Agreement provides for a payment on a Change in Control, such payment shall only be made if the event specified in the Adoption Agreement also qualifies as a change in control event within the meaning of Code Section 409A (Treasury Regulation §1.409A-3(i)(5)). To the extent permitted by the Internal Revenue Service, a Change of Control may also occur in the event of changes in ownership of a partnership and change in the ownership of a substantial portion of the assets of a partnership and the provisions set forth above respecting such changes relative to a corporation shall be applied by analogy. It is the Company's responsibility to determine whether a Change in Control has occurred and to advise the Committee and the Record Keeper accordingly. "Change in Control Distribution" shall have the meaning set forth in Section 6.4 “Claimant” shall have the same meaning set forth in Section 10.1. “Code” means the Internal Revenue Code of 1986, as the same may be amended from time to time. “Commissions” (a) Sales Commission Compensation. A Participant earning sales commission compensation (as defined in Treasury Regulation §1.409A-2(a)(12)) is treated as providing the services to which such compensation relates only in the Company’s taxable Year in which the customer remits payment to the Company or, if applied consistently to all similarly situated Participants, the Company’s taxable Year in which the sale occurs. (b) Investment Commission Compensation. A Participant earning investment commission compensation (as defined Treasury Regulation §1.409A-2(a)(12)) is treated as providing the services to which such compensation relates over the 12 months preceding the date as of which the overall value of the assets or asset accounts is determined for purposes of the calculation of the investment commission compensation. It is the Company's responsibility to determine whether a Pay Type qualifies as Commissions in accordance with the foregoing requirements with respect to any Participant and to advise the Record Keeper accordingly. "Committee" means the person(s) designated as Committee members or such other persons as the Company's Board of Directors from time to time may designate to serve as members of the Committee hereunder. In the absence of any Committee, or should the Committee be unable or unwilling to serve, the Company shall perform the duties of the Committee under this Plan. “Company” means the entity identified as the “Company” in the Adoption Agreement pursuant to which this Plan has been adopted and may include the applicable Participating Employer as the context requires. “Company Discretionary Account” means, with respect to any Participant (but subject in the case of each Participant to Section 3.7), an Account consisting of the sum of (i) all of the Participant's Annual Company Discretionary Amounts, plus (ii) Notional Investment Adjustments in value credited or debited thereon in accordance with Article 4 of this Plan, less (iii) all distributions from such account. DocuSign Envelope ID: 1C0997E6-B4A1-4EC8-9F96-F5D627FBD750
-4- Adoption Agreement_Plan Document_Executive Equity (final) 14998361.2 223551-10001 “Company Matching Account” means, with respect to any Participant (but subject in the case of each Participant to Section 3.7), an Account consisting of the sum of (i) all of the Participant's Annual Company Matching Amounts, plus (ii) Notional Investment Adjustments in value credited or debited thereon in accordance with Article 4 of this Plan, less (iii) all distributions from such account. “Day” means a calendar day or any part thereof. “Deferral Account” means an Account consisting of the sum of (i) all of a Participant's Annual Deferral Amounts, plus (ii) Notional Investment Adjustments in value credited or debited thereon in accordance with Article 4 of this Plan, less (iii) all distributions from such account. “Deferral Election Form” means notice filed by a Participant with the Record Keeper specifying the amount of the Participant's Pay Type(s) to be deferred, and the time and form of distribution payments as defined in the Adoption Agreement. Deferral Election Forms may be completed and/or signed using such online systems and other electronic means as the Committee or Record Keeper from time to time may designate for such purpose. “Disability” or “Disabled” shall mean the Participant is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s employer. The Adoption Agreement may also provide that a Participant will be deemed to be Disabled if determined to be totally disabled by the Social Security Administration or Railroad Retirement Board. The determination of Disability shall be made by the Committee in accordance with Section 409A Requirements. The Committee may require that the Participant submit to an examination by the Company or its agent to determine the existence of a Disability. “Disability Benefit” means the benefit set forth in Section 6.3. “Eligible Employee” means any employee of the Company or other Participating Employer who is selected to participate herein in accordance with the provisions of Article 2 hereof, and is one of a select group of management or highly compensated employees. Eligible Employee may also include selected Independent Contractors as determined in the complete and sole discretion of the Committee. “Employee” means any individual who is employed by or providing services to the Employer. Employee means “service provider” as used in Treasury Regulation §1.409A-1(f). “Employer” or “Participating Employer” means the Company or Affiliate who is the legal employer of the Employee or service recipient in the case of an Independent Contractor. “ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time. “First Plan Year” means the period beginning on the Effective Date set forth in the Adoption Agreement and ending on December 31 immediately following the Effective Date. "Hardship Distribution" means any distribution or waiver of deferral granted by the Committee pursuant to Article 7. “Identification Date” for the purpose of identifying Specified Employees means each December 31 or such other date as defined in the Adoption Agreement. “Independent Contractor” means a non-employee director or an independent contractor for whom deferred amounts will be subject to Section 409A as provided in Treasury Regulation §1.409A-1(f)(2). "In-Service Distribution" means a distribution made pursuant to Section 6.5. "Matching Contribution Limit" means, with respect to each Pay Type, the Maximum Contribution Limit set forth for such Pay Type in the Adoption Agreement, to be used and calculated as a limit on Annual Company Matching Amounts pursuant to Section 3.4. DocuSign Envelope ID: 1C0997E6-B4A1-4EC8-9F96-F5D627FBD750
-5- Adoption Agreement_Plan Document_Executive Equity (final) 14998361.2 223551-10001 "Matching Contribution Rate" means, with respect to each Pay Type, the respective percentage rate, if any, set forth in the Adoption Agreement for such Pay Type, which rate shall be used to calculate Annual Company Matching Amounts pursuant to Section 3.4, subject to the Matching Contribution Limit, if any, applicable to such Pay Type. "Notional Investment" means any security, fund, account, sub-account, index, formula or other instrument, asset, measure or method from time to time designated by the Committee as a means to calculate the amount of any Notional Investment Adjustment. "Notional Investment Adjustment" means earnings, gains, losses and any other adjustments made with respect to any Annual Deferral Amount, Annual Company Matching Amount or Annual Company Discretionary Amount, which adjustments are made based on the performance of a Notional Investment pursuant to Article 4. “Notional Investment Election Form” means notice filed with the Record Keeper by or on behalf of a Participant (or his or her Beneficiaries, as provided below) specifying the allocation of the Participant's Annual Deferral Amount and how the Participant's Annual Deferral Amount, Annual Company Matching Amount and Annual Company Discretionary Amount, if any, are to be allocated under the Plan among the Notional Investments provided under the Plan. Notional Investment Election Forms may be completed and/or signed using such online systems and other electronic means as the Committee or Record Keeper from time to time may designate for such purpose. Upon the death of a Participant, for so long as such Participant's Beneficiaries retain an interest in such Participant's Account hereunder, such Beneficiaries may file Notional Investment Election Forms with respect to such Account in accordance with such policies and procedures as the Committee from time to time may specify for such purpose. “Participant” means any Eligible Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Participation Agreement, a Deferral Election Form, a Notional Investment Election Form, (iv) whose signed Participation Agreement, Deferral Election Form, and Notional Investment Election Form are accepted by the Committee, and (v) who commences participation in the Plan. A spouse or former spouse (or beneficiary) of a Participant shall not be treated as a Participant in the Plan, even if he or she has an interest in the Participant's benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce. "Participation Agreement" means the form established from time to time by the Committee that a Participant completes, signs and returns to the Company to become a Participant in this Plan. Participation Agreements may be completed and/or signed using such online systems and other electronic means as the Committee or Record Keeper from time to time may designate for such purpose. “Pay Type” means the forms of compensation selected in the Adoption Agreement as eligible for deferral and for inclusion in the calculation of Annual Deferral Amounts under the Plan. References to one or more “Pay Types” with respect to any particular Calendar Year means said forms of compensation relating to services performed during such Calendar Year, whether or not paid in such Calendar Year or included on a Federal Income Tax Form W-2 for such Calendar Year (except and to the extent otherwise required under any applicable Section 409A Requirements). The Committee from time to time may adopt and amend such rules and procedures as it deems appropriate to more particularly define or classify any particular Pay Type for further clarification in the administration of this Plan. “Permissible Change Election” means an election to change the time or form of payment of any benefit under the Plan that: a) does not take effect until at least 12 months after the date on which such election to delay or change is made; b) is made at least 12 months prior to the date previously scheduled for the payment affected thereby; c) postpones the payment affected thereby for a period of not less than 5 years from the date when such payment otherwise would have been made; provided, however, that this restriction shall not apply in the case of a payment on account of a Disability, death or an Unforeseeable Emergency; and d) does not accelerate the scheduled time for payment of any distribution, except as permitted under Section 409A Requirements. DocuSign Envelope ID: 1C0997E6-B4A1-4EC8-9F96-F5D627FBD750
-6- Adoption Agreement_Plan Document_Executive Equity (final) 14998361.2 223551-10001 For purposes of the foregoing, unless otherwise provided in the Adoption Agreement or otherwise required under applicable Section 409A Requirements, any distribution that a Participant elects to receive in a series of installments shall be treated as being a single payment on the date of the first installment of such series. “Plan” means this Plan, as evidenced by the Adoption Agreement and this document, each as amended and in effect from time to time. “Plan Year” means each Calendar Year except that the first Plan Year shall commence on the Effective Date of the Plan specified in the Adoption Agreement and end on December 31 of the same Calendar Year. "Pre-Commencement Death Benefit" means the death benefit payable under Section 6.6.1. "Post-Commencement Death Benefit" means the death benefit payable under Section 6.6.2. “Record Keeper” means the party designated as the Record Keeper, as such designation may be amended from time to time in the discretion of the Committee. In the absence of any such designation, or should the Record Keeper be unable or unwilling to serve, the Company shall perform the duties of the Record Keeper under this Plan. “Retirement” means the Termination of Employment of a Participant on or after such Participant’s Retirement Eligibility Date. “Retirement Benefit” means the benefit set forth in Section 6.1. “Retirement Eligibility Date” means the date when the Participant satisfies the requirements of Retirement Eligibility Date as designated in the Adoption Agreement. “Section 409A” means Section 409A of the Code, as the same may be amended from time to time, and any successor statute thereto. References to Section 409A or any requirement under Section 409A, as the same may be interpreted, construed or applied to this Plan at any particular time, shall be deemed to mean and include, to the extent then applicable and then in force and effect (but not to the extent overruled, limited or superseded), published guidance, regulations, notices, rulings and similar announcements issued by the Internal Revenue Service or by the Secretary of the Treasury under or interpreting Section 409A, decisions by any court of competent jurisdiction involving a Participant or a beneficiary and any closing agreement made under §7121 of the Code that is approved by the Internal Revenue Service and involves a Participant, all as determined by the Committee in good faith, which determination may (but shall not be required to) be made in reliance on the advice of such tax counsel or other tax professional(s) with whom the Committee from time to time may elect to consult with respect to any such matter. “Section 409A Discretionary Payment Period” means with respect to any designated payment date, the period during which payments will be treated as having been made upon such designated payment date under Treasury Regulation §1.409A-3(d), providing for payments to be treated as timely if made no earlier than thirty (30) days prior to such designated payment date and no later than the end of the Calendar Year in which such designated payment date occurs, or if later, by the 15th day of the third calendar month following such designated payment date. “Section 409A Requirement” means any requirement under Section 409A, the failure of which would result in the imposition or accrual of interest or additional taxes under Section 409A on or with respect to any income intended to be deferred under the Plan. “Specified Employee” means, at any time when stock of the Company (or other Participating Employer as applicable) is publicly traded on an established securities market or otherwise (as determined in accordance with Section 409A Requirements), those service providers who are “specified employees” within the meaning of Section 409A. The determination shall be made consistent with all Section 409A Requirements as follows: (a) a key employee of the Company (within the meaning of Code Section 409A(a)(2)(B)) any stock of which is publicly traded on an established securities market or otherwise will be considered a key employee if the service provider meets the requirements of Code §416(i)(1)(A)(i),(ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Code §416(i)(5)) at any time during the 12- month period ending on an Identification Date specified in the Adoption Agreement; (b) if a person is a key employee as of an Identification Date, the person is treated as a Specified Employee for the 12-month period beginning on the first day of the fourth month following the Identification Date; (c) if no alternative DocuSign Envelope ID: 1C0997E6-B4A1-4EC8-9F96-F5D627FBD750