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AHS Deferred Compensation Plan 101917 Revised (W6390438.DOCX;1)

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AHS Deferred Compensation Plan 101917 Revised (W6390438.DOCX;1) AFFILIATED HEALTHCARE SYSTEMS NONQUALIFIED DEFERRED COMPENSATION PLAN ARTICLE I PURPOSE 1.1 Purpose of Plan. Effective as of the 1st day of January, 2018, Affiliated Healthcare Systems (“AHS”), a Maine business corporation, hereby establishes a nonqualified deferred compensation plan known as the “AFFILIATED HEALTHCARE SYSTEMS NONQUALIFIED DEFERRED COMPENSATION PLAN” (the “Plan”), in order to provide deferred compensation to Participants (as defined herein). 1.2 Intent and Construction. The Plan is intended to be an unfunded and unsecured “top-hat” plan maintained by AHS primarily for the purpose of providing deferred compensation for a select group of management or other highly compensated employees under ERISA (as defined herein) and partially exempt from Title I of ERISA. The Plan is further intended to comply with Section 409A of the Code (as defined herein). The Plan shall be administered and construed in a manner consistent with said intent and according to the laws of the State of Maine. ARTICLE II DEFINITIONS 2.1 Definitions. 2.1.1 Account. “Account” means the separate bookkeeping account established and maintained for a Participant representing the separate unfunded and unsecured general obligation of AHS with respect to a Participant under the Plan and, as applicable, means a Participant’s Elective Deferral Account, Nonelective Contribution Account, or Matching Contribution Account. 2.1.2 Accrued Benefit. “Accrued Benefit” means the total dollar amount credited to a Participant’s Account, including Earning Adjustments. {W6390438.1} 1 2.1.3 Beneficiary. “Beneficiary” means the person, persons, or trust designated by a Participant, or automatically by operation of the Plan, to receive any benefits which may become payable under this Plan by reason of a Participant’s death. 2.1.4 Code. “Code” means the Internal Revenue Code of 1986, any amendments thereto, and any regulations or rulings issued thereunder. 2.1.5 Compensation. “Compensation” means all remuneration paid or payable to a Participant by an Employer for services rendered. 2.1.6 Deferred Compensation. “Deferred Compensation” means a Participant’s Account balance attributable to Elective Deferrals and Employer Contributions and includes Earning Adjustments on such amounts. Compensation is Deferred Compensation if: (i) under the terms of the Plan and the relevant facts and circumstances, the Participant has a Legally Binding Right to Compensation during a Taxable Year that the Participant has not actually or constructively received and included in gross income; and (ii) pursuant to the Plan terms, the Compensation is or may be payable to or on behalf of the Participant in a later Taxable Year. 2.1.7 Disability. “Disability” means a condition of a Participant who by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months: (i) is unable to engage in any substantial gainful activity; or (ii) is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees. The Employer will determine whether a Participant has incurred a Disability based on its own good faith determination and may require a Participant to submit to reasonable physical and mental examinations for this purpose. A Participant will be deemed to have incurred a Disability if: (i) the Social Security Administration or Railroad Retirement Board determines that the Participant is totally disabled; or (ii) the applicable insurance company providing disability insurance to the Participant under an Employer sponsored disability program determines that a Participant is disabled under the {W6390438.1} 2 insurance contract definition of disability, provided such definition complies with the definition in this Section 2.1.7. 2.1.8 Earning Adjustments. “Earning Adjustments” means earnings, gain, or loss applicable to a Participant’s Account provided that such amounts reflect actual predetermined investments. 2.1.9 Effective Date. “Effective Date” means January 1, 2018. 2.1.10 Elective Deferral. “Elective Deferral” means the amount of Compensation that a Participant elects to defer into the Participant’s Account under the Plan at such times and in such manner as set forth in the Participation Agreement. 2.1.11 Elective Deferral Account. “Elective Deferral Account” means the portion of a Participant’s Account attributable to Elective Deferrals and any Earning Adjustments thereon. 2.1.12 Employer. “Employer” means the AHS entity receiving the personal services of Participant and with respect to whom the Legally Binding Right occurs. Employer includes the following for-profit entities of AHS which would be considered part of a single employer under Code §414(b) or (c): Affiliated Healthcare Management; Affiliated Laboratory, Inc.; Beacon Health, LLC; Meridian Mobile Health; and M Drug, LLC. 2.1.13 Employer Contribution. “Employer Contribution” means the amount the Employer may contribute or credit to an Account under the Plan in addition to a Participant’s Elective Deferral. 2.1.14 Employer Contribution Account. “Employer Contribution Account” means the portion of a Participant’s Account attributable to Employer Contributions and any Earning Adjustments thereon. 2.1.15 Employee. “Employee” means a person providing services to an Employer as a common law employee as described in Treas. Reg. §1.409A-1(f)(1). 2.1.16 AHS. “AHS” means Affiliated Healthcare Systems. {W6390438.1} 3 2.1.17 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, any amendments thereto, and any regulations or rulings issued thereunder. 2.1.18 Key Employee. “Key Employee” means an employee who meets the eligibility criteria as set forth in Section 3.1 herein. 2.1.19 Legally Binding Right. “Legally Binding Right” means, in reference to Compensation, the grant by the Employer to the Participant of an enforceable right to Compensation during a taxable year where, after the Participant has performed the services which created the Legally Binding Right, the Compensation is not subject to unilateral reduction or elimination by the Employer. 2.1.20 Matching Contribution. “Matching Contribution” means a fixed or discretionary Employer contribution made with respect to a Participant’s Elective Deferral. 2.1.21 Matching Contribution Account. “Matching Contribution Account” means the portion of a Participant’s Account attributable to Matching Contributions and Earning Adjustments thereon. 2.1.22 Nonelective Contribution. “Nonelective Contribution” means a fixed or discretionary Employer contribution that is unrelated to a Participant’s Elective Deferrals. 2.1.23 Nonelective Contribution Account. “Nonelective Contribution Account” means the portion of a Participant’s Account attributable to Nonelective Contributions and Earning Adjustments thereon. 2.1.24 Participant. “Participant” means each Key Employee who has executed a Participation Agreement. 2.1.25 Participation Agreement. “Participation Agreement” means the enrollment agreement completed by the Participant through Fidelity. 2.1.26 Plan Year. “Plan Year” means the twelve (12) consecutive month period beginning January 1 and ending December 31. {W6390438.1} 4 2.1.27 Separation from Service. “Separation from Service” means the termination of a Participant’s employment with the Employer whether on account of death, retirement, Disability, or otherwise. The Employer will determine whether a Participant has terminated employment based on the facts and circumstances described in Treas. Reg. §1.409A-1(h)(1)(ii). A Participant incurs a Separation form Service if the parties reasonably anticipate, based on the facts and circumstances, that the Participant will not perform any additional services after a certain date or that the level of bona fide services (whether performed as an Employee or an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36 month period (or, if less, the period the Participant has rendered service to the Employer). A Participant is presumed to have a Separation form Service if the Participant’s service level decreases to 20% or less than the average prior service and is presumed to not have incurred a Separation form Service if the Participant’s service level continues at a rate which is 50% or more of the average prior service. 2.1.28 Substantial Risk of Forfeiture. Deferred Compensation is subject to a “Substantial Risk of Forfeiture” if entitlement to the amount is conditioned on: (i) the performance of substantial future services by the Participant; or (ii) the occurrence of a condition related to a purpose of the Deferred Compensation, and where under clause (i) or this clause (ii), the possibility of forfeiture is substantial. 2.1.29 Unforeseeable Emergency. “Unforeseeable Emergency” means (i) a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, a Beneficiary, or the Participant’s dependent (as defined in Code §152 but without regard to Code §§152(b)(1), (b)(2), and (d)(1)(B)); (ii) loss of Participant’s property due to casualty; or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control. The Employer will determine whether an Unforeseeable Emergency has occurred based on the facts and circumstances and in accordance
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