Cafeteria Plan

[Company Name] Cafeteria Plan Article I Introduction 1.1. Purpose of Plan. [company name] has adopted this Plan to attract, reward, and retain qualified employees and to recognize their contribution to its success by providing eligible employees with a choice of one or more health, dependent care, and other benefits offered through this Plan or through the Component Plans to this Plan. The Plan is also designed to permit eligible employees to choose certain benefits instead of receiving cash compensation. 1.2. Plan Status. This Plan is intended to be a cafeteria plan that meets the requirements of Section 125 of the Code, as amended, and to be maintained in compliance with applicable rules and regulations issued by the Internal Revenue Service and Department of Labor. The Plan is to be interpreted and administered in a manner consistent with those requirements. 1.3. Exclusive Benefit of Participants. This Plan has been established for the exclusive benefit of the Participants and their Beneficiaries. 1.4. Nondiscrimination Requirements. This Plan and the underlying benefits are intended not to discriminate with respect to contributions and benefits. In determining if any contribution or benefit hereunder is considered discriminatory, the rules in Code section 125 and the regulations thereunder will apply as well as any other applicable Code section or regulation. Article II Definitions 2.1. Cafeteria Plan and Underlying Plan Definitions. Capitalized terms used in this Plan that are not otherwise defined shall have the meanings given in Section 2.2.. These may not be the same terms as are used for the same concept in the governing documents for benefit plans underlying a Component Plan to this Plan, and such documents may have a different definition for the same term. 2.2. Certain Definitions. (a) Administrator means, as applicable, the Plan Sponsor or any delegate named by the Plan Sponsor in writing to undertake any administrative responsibilities for the Plan. The Administrator for purposes of the Plan may not be the same as the administrator of any Component Plan offered through the Plan. (b) Beneficiary means any person or persons duly designated by a Participant as a person entitled to receive coverage or any benefit payable under the Plan. (c) Change in Status means, with respect to a Participant, any of the events described below (and any other events identified for a Component Plan): (1) Change in Marital Status.A change in a Participant’s legal marital status, including marriage, death of the Participant’s spouse, divorce, and legal separation or annulment. (2) Change in Number of Dependents.Events that change the number of Dependents of a Participant or the participating spouse of a Participant, including birth, death, adoption, and placement for adoption. (3) Change in Employment Status.Any of the following events that change the employment status of a Participant or of his or her spouse or Dependents: (i) termination or commencement of employment; (ii) strike or lockout; (iii) commencement of, or return from, an unpaid leave of absence; (iv) change in worksite; and (v) any change in employment status of a Participant or the spouse or Dependent of a Participant that has the consequence that the individual becomes eligible or ceases to be eligible for a benefit offered under this Plan or another employee benefit plan offered to such individual. (4) Change in Dependent Eligibility Requirements.Any event that causes a Dependent to satisfy or cease to satisfy the Dependent eligibility requirements for a particular benefit, such as a specified age, student status, or any similar circumstance. (5) Change in Residence.A change in the place of residence of the Participant, the Participant’s spouse, or Dependents. (d) COBRA means the continuation coverage provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as codified in Code section 4980B and Sections 601 through 607 of ERISA, or any successor legislation, as amended from time to time. (e) Code means the Internal Revenue Code of 1986, as amended from time to time. (f) Compensation means wages within the meaning of Code section 3401(a) and all other payments of compensation that are actually paid or made available in gross income during the Plan Year to an Employee by the Employer for which the Employer is required to furnish the Employee a written statement (Form W-2) under Code sections 6041(d), 6051(a)(3), and 6052. Compensation is determined without regard to any rules under Code section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed. Compensation includes amounts not currently includible in gross income by reason of Code sections 125, 132(f)(4), 402(e)(3), 402(h), or 403(b). Compensation does not include a Participant’s Compensation earned prior to becoming a Participant in the Plan. (g) Component Plan means an employee benefit plan offered by the Employer that Eligible Employees may elect to participate in through this Plan. Component Plans may be governed by separate plan documents and be subject to eligibility requirements, benefit restrictions or limitations, claim and other administrative procedures, and other terms in addition to the terms of this Plan. (h) Dependent means any of the following (unless otherwise defined for purposes of any Component Plan): (1) Section 152 Dependent.A Dependent includes a Participant’s dependent within the meaning of Code section 152; provided that, for any Component Plan that provides benefits that are excludable from an Employee’s income under Code section 105, such dependent status is determined without regard to Code sections 152(b)(1), (b)(2), and (d)(1)(B), but includes a Participant’s child for whom Code section 152(e) applies (and such child shall be treated as a Dependent of both divorced parents). (2) Michelle’s Law Dependent.For any Component Plan that is a group health plan under Code section 9832 (excluding excepted benefits pursuant to Code section 9831), a Dependent includes a child who otherwise qualifies as a Section 152 dependent (defined above) to the extent the Employer is required by Michelle’s Law to provide continuation coverage because the child is a full-time student who is on a medically necessary leave of absence from school. The child will continue to be a Dependent if the leave of absence commences while the child is suffering from a serious illness or injury, is medically necessary, and causes the child to lose student status for purposes of the group health plan’s benefit coverage; provided that the Administrator may condition continuation of such status on receiving written physician

Page 2 certification that the child is suffering from a serious illness or injury and that the leave of absence is medically necessary. The child ceases Dependent status as of the earliest of (i) the date the medically necessary leave of absence ends, (ii) the one-year anniversary of the first day of the medically necessary leave of absence, or (iii) the date benefits would otherwise terminate under either the group health plan or this Plan. This section shall be construed consistently with the Michelle’s Law provisions of Code section 9813. (3) Adult Children.For any Component Plan that is a group health plan under Code section 9832 (excluding excepted benefits pursuant to Code section 9831) that provides benefits excluded from an Employee’s income under Code section 105, a Dependent includes a child of a Participant (including biological children, step children, adopted children, individuals legally placed for adoption, and eligible foster children placed by an authorized agency or judicially placed with the Participant) who, as of the end of the calendar year, has not attained age 27. (i) Dependent Care Reimbursement Plan means the Component Plan for reimbursing eligible dependent care expenses with pre-tax dollars whose specific terms are set forth in Article VIII of this Plan. (j) Effective Date means [date]. (k) Elective Contributions means amounts elected by Participants to have deducted from their Compensation as contributions under a Component Plan for a Plan Year in exchange for certain benefits. (l) Eligible Employee means any Employee described in Section 3.1. who is eligible to participate in one or more benefits under the terms of the Plan. (m) Employee means any individual who is employed (or was employed upon initial participation in the Plan) by the Employer; provided that the term excludes any individual who is a two-percent shareholder of an S corporation or self-employed (including sole proprietors and individuals treated as partners of a partnership), determined in accordance with Proposed Treasury Regulation section 1.125-1(g)(2). For the avoidance of doubt, no individual shall be treated as an Employee based upon performing services for the Employer solely as a director or an independent contractor. (n) Employer means the Plan Sponsor and any other entity that (i) is treated as a single employer with the Plan Sponsor under Code sections 414(b), (c), (m) or (o), and (ii) adopts the Plan with the consent of the Plan Sponsor. (o) Entry Date means, with respect to a Component Plan for a Plan Year, the date on which a Participant who elects to participate in the Component Plan commences participation for the Plan Year. The Entry Date is normally the first day of the Plan Year, except as otherwise provided under Section 4.2. or Article V. (p) Flex-Credit means nonelective employer contributions that may be made available to Participants for a Plan Year to apply toward benefits under a Component Plan in accordance with Section 6.3.. (q) Health Coverage and Premium Payment Plan means the Component Plan under which Participants may elect to enroll in an Employer health plan and pay the employee share for such coverage through Elective Contributions made through Compensation reduction on a pre-tax basis and whose specific terms are set forth in Article VII of this Plan. (r) HIPAA means the Health Insurance Portability and Accountability Act of 1996, or any successor legislation, as amended from time to time. (s) Medical Expense Reimbursement Plan means the Component Plan for reimbursing qualified medical care expenses with pre-tax dollars whose specific terms are set forth in Article IX of this Plan.

Page 3 (t) Participant means an Eligible Employee who satisfies the eligibility and participation requirements set forth in Article III of this Plan and has an active benefit election (including any default election) in effect for any portion of a Plan Year. (u) Plan means this [Company Name] Cafeteria Plan, including any and all amendments and supplements, as may be adopted from time to time, which shall automatically become incorporated into and form part of this Plan document for so long as they remain in effect. (v) Plan Sponsor means [company name]. (w) Plan Year means the Plan’s 12-month accounting period, which begins on [first day of plan year] and ends on [last day of plan year] (or, if applicable, any short plan year of less than 12 months with respect to the Plan Year in which the Plan commences or terminates). (x) Reimbursement Account means either a Dependent Care Reimbursement Account, a recordkeeping account for Dependent Care Reimbursement Plan participants, or a Medical Expense Reimbursement Account, a recordkeeping account for medical Expense Reimbursement Plan participants, in each case established and maintained in accordance with Section 10.1.. (y) Reimbursement Plan means the Dependent Care Reimbursement Plan described in Article VIII of this Plan or the Medical Expense Reimbursement Plan described in Article IX, each as further described in Article X. Article III Eligibility and Participation 3.1. Eligible Employees. All Employees of participating Employers are Eligible Employees under this Plan. The individual Component Plans may have additional eligibility requirements, as provided under the terms of those plans. 3.2. Period of Participation. Immediately upon becoming an Eligible Employee, an individual will commence participation in the Plan and become eligible to make benefit elections for the current Plan Year and/or at the time the next enrollment period for the following Plan Year (depending on Component Plan eligibility requirements and commencement dates) in accordance with the terms of the Plan and the procedures authorized by the Administrator. Participation in the Plan shall cease when the Participant ceases to be an Eligible Employee for any reason (including termination of employment with the Employer) or, if earlier, the termination of the Plan. For the avoidance of doubt, termination of participation in this Plan may or may not result in loss of coverage or benefits under the terms of a Component Plan. Notwithstanding any provision in the Plan to the contrary, to the extent required by COBRA, a Participant and his or her spouse and Dependents whose coverage terminates under a Component Plan that is a group health plan (including the Medical Expense Reimbursement Plan) because of a COBRA qualifying event will be given the opportunity to continue the same coverage that was in effect on the day before the qualifying event for the period prescribed by COBRA, subject to all conditions and limitations under COBRA. 3.3. Reinstatement of Former Participant. A former Participant who returns to employment with the Employer within 30 days after a cessation of employment (and within the same Plan Year) will continue participation in the Plan under the same elections as were in effect prior to the cessation of employment and will not be treated as having experienced a change in employment status. 3.4. Leaves of Absence. Participants who take a leave of absence under the Family Medical Leave Act, under the Uniform Services Employment or Reemployment Rights Act, or as otherwise as approved by the Administrator may continue their coverage under the Plan and under the Component Plans in accordance with, and to the extent permitted under, the terms thereof and in any case as required under applicable law. If the period of leave is unpaid, to the extent required by applicable law or as otherwise permitted by the Administrator, the Employee will have the option to (i) pay any applicable Elective Contributions over the leave period with after-tax dollars (such payments to be made in advance for periods of coverage within a single Plan Year) and/or (ii) if timely elected prior to the period of leave, to pre-pay all or a portion of such Elective Contributions for the remaining portion of the

Page 4 Plan Year in which the leave begins through Compensation reduction on a pre-tax basis out of pre- leave Compensation (including unused paid time off). Nothing herein shall preclude alternative methods for funding Elective Contributions agreed upon by the Participant and the Administrator; provided that in no event shall any Compensation reduction for Participant Elective Contributions be applied to Compensation first made available to the Participant on a date prior to the related election. Article IV Benefit Elections 4.1. Benefit Options. In accordance with procedures established by the Administrator, Participants shall be offered an opportunity to elect to participate in the Component Plans offered under this Plan, as further described in the following sections and in Articles [applicable articles of plan, e.g., VII through IX] of the Plan. 4.2. General Election Procedures. (a) Benefit Elections.Participants shall have the opportunity to elect benefits under this Plan for each Plan Year in which they are eligible to participate in a Component Plan. The Administrator will make available a Plan election form (or access to a Plan website or intranet portal for submitting benefit elections) to Participants (i) upon first becoming an Eligible Employee if they are eligible to participate in a Component Plan during the then-current Plan Year and (ii) prior to the commencement of each Plan Year following becoming an Eligible Employee for so long as they remain a Participant. (b) Election Procedures.Benefit elections will only be honored if Participants submit them in a form acceptable to the Administrator before the due date specified by the Administrator. Participants will be given a reasonable amount of time to submit benefit elections, provided that in no case shall the due date be later than (i) for a subsequent Plan Year election, the first day of the first pay period that ends in such Plan Year, and (ii) for a current Plan Year election made pursuant to Section 4.2.(e) or Section 5.2., no later than 30 days following the Participant’s date of hire or Change in Status, respectively. (c) Elections Are Irrevocable.Participants may make new Plan elections for each Plan Year, but all elections are irrevocable as of the election due date for the applicable Plan Year, subject to election changes authorized pursuant to Article V and administrative actions described in Section 11.10.(b). Each irrevocable election for a full Plan Year will be effective as of the first day of such Plan Year and remain in effect through the earlier of the last day of the Plan Year, the date any authorized election change is implemented under Article V during the Plan Year, or the date the individual ceases to be a Participant (or, to the extent applicable, ceases to be eligible for a Component Plan). (d) Evergreen Elections.The Administrator may provide that a Participant’s benefit elections under the Plan for a Plan Year for one or more Component Plans shall be renewed for the following Plan Year if the Participant fails to make a timely valid election for such following Plan Year and establish procedures, including notice requirements, for implementing or discontinuing this rule in a manner consistent with Proposed Treasury Regulation section 1.125-2(b). (e) New Hire Rule.New Employees who are Eligible Employees upon their hire date and are eligible for Component Plan benefits for the Plan Year in which they are hired may make benefit elections for such Plan Year in accordance with procedures established by the Administrator. These elections shall be effective retroactively from the Participant's hire date, provided that in no event shall any Compensation reduction for Participant Elective Contributions be applied to Compensation first made available to the Participant on a date prior to the related election. Notwithstanding the foregoing, any Participant who terminates employment with the Employer and is rehired within 30 days after terminating employment (or who returns to employment following an unpaid leave of absence of less than 30 days) is not eligible for purposes of this section.

Page 5 4.3. Failure to Elect. Unless otherwise provided in the terms of a Component Plan, if a Participant who is eligible to participate in a Component Plan for a Plan Year fails to make a valid and timely election, the Participant will be deemed to have waived coverage under the Component Plan for the Plan Year. 4.4. Effect of Waiving Coverage. A Participant who elects (or is deemed to elect) to waive participation in a Component Plan for a Plan Year will not receive benefits under the Component Plan, and no reduction in Compensation will occur or any Elective Contributions or Flex-Credits will be applied for the Participant under the Component Plan for the Plan Year (subject to an authorized mid-year election change). Such a Participant may receive cash Compensation in lieu of such declined benefits. 4.5. Coverage Period. A Participant who elects coverage under a Component Plan for a Plan Year will commence such coverage as of the Entry Date. Coverage for a Plan Year ceases at the end of the Plan Year (plus any Reimbursement Plan grace period for such Plan Year) or, if earlier, upon the Participant’s ceasing to participate in the Plan or in the relevant benefit plan, if any, underlying such Component Plan, including due to the termination of the Plan or such underlying benefit plan. Article V Mid-Year Election Changes 5.1. Circumstances Permitting Election Changes. Although benefit elections made or deemed to be made under the Plan are generally irrevocable for an entire Plan Year, a Participant may revoke a benefit election for the balance of a Plan Year and file a new election in the circumstances described in this Article, subject to the conditions set forth herein and in accordance with such procedures as are established by the Administrator. Election changes may include, as applicable and permissible, (i) participation in a Component Plan for the remainder of the Plan Year that had been declined, (ii) cancelling participation in Component Plan for the remainder of the Plan Year, or (iii) a change in the level of coverage or Elective Contribution amount. Any election change pursuant to this Article will be effective upon implementation by the Administrator, but in no event earlier than the first pay period beginning after the Administrator accepts the submitted election change, except as provided below. 5.2. Change in Status Election Changes. A Participant may change his or her actual or deemed election under the Plan within 30 calendar days following the occurrence of a Change in Status, but only if the election change is made on account of, and corresponds with, the Change in Status. This section is to be administered in accordance with the consistency rule described in Treasury Regulation section 1.125-4(c)(3) and other applicable IRS guidance, including the following: (a) General Rules.The Change in Status must affect eligibility for coverage under an employer’s plan to satisfy the consistency rule, except as otherwise provided below. For a Change in Status in which a Participant, a Participant’s spouse, or a Dependent gains eligibility for coverage under a benefit plan of the employer of the Participant’s spouse or Dependent due to a change in marital status or employment status, the Participant may elect to cease or decrease coverage under a Component Plan for the individual who gains eligibility only if he or she becomes enrolled under the other plan. (b) Accident or Health Plan and Life Insurance Coverage (Change in Eligible Family Members).For accident or health coverage or term group life insurance Component Plans, if any, a Change in Status that affects the number of family members who are eligible for coverage under an employer’s plan qualifies as affecting eligibility for coverage. (c) Accident or Health Plan Coverage (Coverage Cancellation Limitation).If the Change in Status is a Participant’s divorce, annulment or legal separation from a spouse, the death of a Participant’s spouse or a Dependent, or a Dependent’s ceasing to satisfy the eligibility requirements for coverage, the Participant may not cancel any Component Plan accident or health insurance coverage, if any, for a covered individual other than, as applicable, the spouse involved in the divorce, annulment, or legal separation; the deceased spouse or Dependent; or the Dependent who ceased to satisfy the eligibility requirements.

Page 6 (d) Life Insurance and Disability Coverage (Changes Broadly Permitted).The consistency rule is deemed to be satisfied for an election change either to increase or decrease Component Plan group term life insurance coverage or disability coverage, if any, upon any Change in Status. (e) Dependent Care and Adoption Expense Reimbursement (Change in Expenses).For a Component Plan that provides for reimbursement of dependent care or adoption expenses consistent with Code sections 129 and 137, respectively, if any, a Change in Status that affects the incurrence of reimbursable expenses can independently satisfy the consistency rule. (f) COBRA costs.A Participant may increase contributions under an election in effect to the extent necessary to pay for continuation coverage under an Employer plan for COBRA continuation coverage or similar health plan continuation coverage under state law for the Participant, the Participant’s spouse, or a Dependent. 5.3. Loss of Coverage under Other Group Health Coverage. A Participant can prospectively change an election to enroll the Participant or the Participant’s spouse or a Dependent if such individual loses coverage under any group health coverage sponsored by a governmental or educational institution, including but not limited to (i) a state children’s health insurance plan under Title XXI of the Social Security Act; (ii) a medical care program or an Indian Tribal Government, the Indian Health Service, or a trial organization; (iii) a state health benefits risk pool; or (iv) a foreign government group health plan. 5.4. HIPAA Special Enrollment Rights. If a Participant or his or her spouse or Dependent is entitled to special enrollment rights under a group health plan pursuant to Code section 9801(f) or HIPAA, the Participant may revoke a prior election for group health plan coverage and make a new election, provided the election change corresponds with the special enrollment right. An election change to enroll in a Component Plan on account of a special enrollment right attributable to the birth, adoption, or placement for adoption of a new Dependent child may, subject to the terms of the Component Plan, be effective up to 30 days retroactively. 5.5. Judgments, Decrees, and Orders. A Participant may change an election to provide for coverage or cancel a coverage election for a Dependent child under a Component Plan that is an accident or health plan to comply with a judgment, decree, or order resulting from a divorce, legal separation, annulment, or change in legal custody (including a qualified medical child support order under section 1169(a)(2) of the United States Code) that directs such change in coverage. 5.6. Family and Medical Leave Act. A Participant who takes a leave of absence under the Family and Medical Leave Act (FMLA) may elect to prospectively revoke accident or health plan coverage elections in effect under the Plan and re-elect benefits upon return to work in accordance with the FMLA. 5.7. Medicare and Medicaid. If a Participant or his or her spouse or Dependent who is enrolled in a Component Plan that provides health or accident coverage becomes entitled to Medicare or Medicaid, the Participant may prospectively reduce or cancel the health or accident coverage of the individual. If a Participant or his or her spouse or Dependent who was entitled to Medicare or Medicaid at the time of the current election loses eligibility for such coverage during the Plan Year, the Participant may prospectively elect to commence or increase coverage under a Component Plan that provides accident or health coverage for the individual. 5.8. Increase or Decrease for Insignificant Cost Changes. The Administrator, on a reasonable and consistent basis, will automatically increase or decrease an affected Participant’s Elective Contributions to reflect an insignificant increase or decrease to the Participant’s share of the insurance premiums for a Component Plan benefit. All changes to a Participant’s election contributions will take place prospectively. The Administrator, in its sole discretion and on a uniform and consistent basis, will decide whether a change in cost is insignificant in accordance with prevailing IRS guidance. 5.9. Exceptions to mid-year election change rules. The rules of this Article shall not apply to elections relating to a Component Plan benefit, if any, comprising (i) elective contributions to a qualified cash or deferred arrangement (e.g., 401(k) plan) or employee contributions subject to Internal Revenue Code

Page 7 section 401(m), or (ii) contributions to a health savings account within the meaning of Internal Revenue Code section 223(d). All election procedures, including the rules for election changes, with respect to such benefits shall be governed by the terms of the applicable Component Plans. Article VI Plan Contributions and Funding 6.1. Plan Contributions. Contributions to the Plan may be in the form of Elective Contributions and, if applicable, Flex-Credits. 6.2. Elective Contributions. Elective Contributions shall be made in the amount duly elected by a Participant for a Component Plan, subject to a maximum of 100% of Compensation for the Plan Year and such other contribution limitations imposed under a Component Plan. By electing Elective Contributions, a Participant authorizes the Employer to reduce his or her Compensation during the Plan Year up to the amount of the Elective Contribution. Elective Contributions shall be automatically reduced, as appropriate, by any Employer Contributions made on behalf of the participant for the Plan Year, so that the total amount of Contributions under the Plan available for the purchase of benefits elected reflects the Participant’s benefit elections. Elective Contributions may be made on a pre-tax or after-tax basis, as applicable, provided that total Elective Contributions for a Plan Year are limited to 100% of Compensation. 6.3. Flex-Credits. The Plan Sponsor may, in its sole discretion, determine to make nonelective contributions for a Plan Year in the form of Flex-Credits made available to Plan Participants in a uniform and non-discriminatory manner. The amount of Flex-Credits available and the terms and conditions therefor will be set in advance of the enrollment period for the applicable Plan Year, but shall not exceed [limit] for any Participant. Flex-Credits may only be applied toward one or more of the benefits elected by a Participant under a Component Plan for such Plan Year. No Flex-Credit amount will be paid to a Participant in cash or any other form of benefit, even if the total amount of Flex-Credits available to the Participant for the Plan Year exceeds the contributions required or selected for the benefits elected by the Participant for such Plan Year. 6.4. Cash Benefits. Amounts of Compensation available to Participants to make Elective Contributions but which are not so used may be considered a cash benefit under the Plan payable as taxable wages. 6.5. Plan Funding. Payment of benefits under this Plan shall be made by the Plan Sponsor or an affiliate from its general assets. Amounts of Participant Compensation withheld under the Plan attributable to Elective Contributions and amounts used to fund Flex-Credits shall be held as a part of the Plan Sponsor’s general assets and not under a trust or separate account. No Participant nor any other person will acquire any right, title, or interest in or to any amount with respect to Elective Contributions or Flex-Credits other than the right to receive benefits under the Plan in accordance with its terms. Article VII Health Coverage and Premium Payment Plan 7.1. Health Coverage Election. Each Participant may elect, in accordance with procedures described in Section 4.2., to participate in the Employer health plan for a Plan Year or to waive such coverage. 7.2. Pre-Tax Payment Feature. For Participants who elect health coverage under this Component Plan, the Employer shall reduce the Participant’s Compensation over the applicable Plan Year in an amount equal to the Participant’s share of the cost of the elected coverage (less any Flex-Credits applied) to make Elective Contributions to pay for such coverage. By electing health plan coverage, Participants agree to have their Compensation reduced to make these Elective Contributions. If the Participant’s participation in this Component Plan terminates during a Plan Year, Compensation reductions shall cease. It is the intention of the Plan that benefits provided under this Component Plan will be eligible for exclusion from the gross income of Participants under Code sections 105 and 106 and that the Elective Contributions (and any Flex-Credits) will be made on a pre-tax basis for federal tax purposes. 7.3. Health Plan Benefits and Terms. The types and amounts of benefits available under the Employer health plan for a particular Plan Year, requirements regarding eligibility and participation, and other terms, conditions, and limitations of coverage and benefits shall be as set forth in the governing

Page 8 documents for such coverage (including the health plan’s summary plan description and summary of benefits and coverage). To the extent there is any irresolvable conflict between the terms of the health plan and this Plan, the terms of the health plan shall govern, unless otherwise required to comply with applicable law. All requests for payment or benefits and appeals of denied claims under the Employer health plan are subject to the claim and review procedures set forth in the governing documents for that plan. Article VIII Dependent Care Reimbursement Plan 8.1. Dependent Care Reimbursement Plan Benefits. The purpose of the Dependent Care Reimbursement Plan is to provide for the reimbursement of Eligible Dependent Care Expenses (defined below) of Participants electing this benefit. It is the intention of the Plan that benefits provided under this Component Plan will be eligible for exclusion from the gross income of Participants under Code sections 129 and that Elective Contributions (and any Flex-Credits) credited to the Participant’s Reimbursement Account will be made on a pre-tax basis for federal tax purposes. 8.2. Dependent Care Reimbursement Plan Election. Each Participant may elect, in accordance with procedures described in Section 4.2. and this Section, to participate in the Dependent Care Reimbursement Plan for a Plan Year or not to participate. (a) Contribution Elections.A Participant electing to enroll in this Component Plan must select an amount of Elective Contributions (and/or Flex-Credits, if applicable) to be made to the Participant’s Dependent Care Expense Reimbursement Account (described in Article X) for the reimbursement of Eligible Dependent Care Expenses for the Plan Year. The total amount of Elective Contributions and Flex-Credits for the Plan Year may not the lesser of: (i) in the case of a Participant who is not married as of the end of his or her taxable year, that Participant’s Earned Income (as defined in Section 8.4.(c)); (ii) in the case of a Participant who is married as of the end of his or her taxable year, the lesser of (A) the Participant’s Earned Income for such taxable year or (B) the spouse’s Earned Income for such taxable year; or (iii) $5,000 ($2,500 if a separate tax return is filed by a married Participant). (b) Compensation Reduction.The Employer shall reduce the Participant’s Compensation over the applicable Plan Year in an amount equal to the Participant’s Elective Contributions and credit such amounts to the Participant’s Dependent Care Reimbursement Account. By electing to participate in this benefit, Participants agree to have their Compensation reduced to make the applicable Elective Contributions. Compensation reductions shall be applied in substantially equal amounts over each payroll period during the Plan Year, unless the Administrator implements in advance of the enrollment period for a Plan Year an alternative schedule or procedure to be applied in a uniform and consistent manner for all Participants and duly informs Eligible Employees. If the Participant’s participation in this Component Plan terminates during a Plan Year, Compensation reductions shall cease. 8.3. Rules for Reimbursement. The Administrator shall establish rules for Participants to submit a claim for the reimbursement of Eligible Dependent Care Expenses under this Component Plan. Such reimbursement is conditioned on the Participant’s submission and the Administrator’s receipt of a valid and timely claim and such substantiation as the Administrator may reasonably require. The Administrator may limit claims processing frequency to monthly (or more frequent) periods and/or require Participants to accrue a de minimis threshold amount of reimbursable expenses before processing their claims. (a) Amount Available for Reimbursement.Subject to the Administrator’s claims processing procedures, reimbursement of Eligible Dependent Care Expenses is available from time to time to the extent of the Participant’s Dependent Care Reimbursement Account balance. In no event shall

Page 9 a claim be reimbursed to the extent that, when combined with all other such reimbursements for the Plan Year, the amount exceeds the limits described in Section 8.2.(a). (b) Reimbursable Expenses; Grace Period.Only Eligible Dependent Care Expenses (as defined in Section 8.4.(d)) that are incurred during a Plan Year in which the Participant participates in this Component Plan or during the grace period for the Plan Year are reimbursable under the Plan. The grace period runs from the expiration of the Plan Year through the fifteenth day of the third month following the end of the Plan Year. Eligible Dependent Care Expenses are deemed to be incurred at the time the services to which the expenses relate are rendered. Any Dependent Care Reimbursement Account balance available for reimbursement of Eligible Dependent Care Expenses incurred during this grace period may only be used for that purpose (and may not be applied toward any other benefit available under the Plan). Any unused balance in a Participant’s Dependent Care Reimbursement Account that is not used to reimburse expenses incurred during the Plan Year or grace period will be forfeited as described in Section 8.3.(f). [Notwithstanding the foredoing, a grace period that would otherwise end during the 2020 calendar year shall be extended through December 31, 2020.] (c) Claims Run-Out Period.Participants must submit reimbursement claims to the Administrator for receipt by no later than the last day of the third month following the end of the applicable Plan Year. (d) Claim Substantiation Requirements.All claims must be submitted in a form acceptable to the Administrator. Claims must be substantiated by an original bill, invoice, and/or such other documentation the Administrator may reasonably require to establish eligibility for reimbursement. (e) Denied Claims.The review procedure for denied claims for Dependent Care Reimbursement Plan benefits is set forth in Section 11.5.(b). (f) Forfeiture of Unused Reimbursement Account Balance.Any remaining balance in a Dependent Care Reimbursement Account that is not used to reimburse Eligible Dependent Care Expenses for a Plan Year (and any Elective Contributions or Flex-Credits relating to such amounts) shall be forfeited by the Participant. Such forfeitures may be used to defray the reasonable expense of administering the Plan. (g) Statements.On or before January 31 of each applicable year, the Administrator will provide each Participant participating in the Dependent Care Reimbursement Plan with a statement of the amounts paid to or on behalf of such Participant during the previous calendar year under the Dependent Care Reimbursement Plan. 8.4. Certain Definitions. The following terms shall have the meanings set forth below with respect to the Dependent Care Reimbursement Plan: (a) Dependent.For purposes of the definition of Eligible Dependent Care Expenses in Section 8.4.(d), the term Dependent means (i) a Participant’s qualifying child (within the meaning of Code section 152(c)) who is under the age of 13 or (ii) a qualifying child (within the meaning of Code section 152(c)), qualifying relative (within the meaning of Code section 152(d)), or the spouse of a Participant if such person is physically or mentally incapable of caring for himself or herself and has the same principal place of abode as the Participant for more than one-half of the taxable year. This section shall be construed consistently with Code section 21(e)(5). (b) Dependent Care Service Provider.Dependent Care Service Provider means: (i) a facility that (A) provides care for more than six individuals (other than individuals who reside at the facility), (B) receives a fee, payment, or grant for providing services for any of the individuals (regardless of whether such facility is operated for profit), and (C) satisfies all applicable laws and regulations of a state or unit of local government; or

Page 10 (ii) a person who provides care or other services described in Section 10.3.(d) but is not a related individual with respect to the Participant or the Participant’s spouse, as described in Code section 129(c). (c) Earned Income.For purposes of the limitations described in Section 8.1.(a), Earned Income has the meaning given in Code section 129(e)(2), provided that a Participant's spouse who is physically or mentally incapable of self-care or a spouse who is a full-time student within the meaning of Code section 21(e)(7) shall be deemed to have earned income for each month in which such spouse is so disabled or a full-time student in the amount of $250 in the case of one Dependent and $500 in the case of two or more Dependents. (d) Eligible Dependent Care Expenses.Eligible Dependent Care Expenses means expenses incurred for the care of a Dependent (as defined in Section 8.4.(a)) of a Participant (or for related household services) during a period of participation in this Component Plan to enable the Participant to be gainfully employed and that are payable to a Dependent Care Service Provider (as defined in Section 8.4.(b)). 8.5. Nondiscrimination. In addition to the requirements of Section 11.10.(a), benefits under this Dependent Care Reimbursement Plan shall not be provided in a manner that discriminates in favor of highly compensated employees (as defined in Code section 414(q)) or their dependents, and no more than 25% of the aggregate Eligible Dependent Care Expenses shall be reimbursed during a Plan Year to five-percent owners, in each case, as provided under Code section 129(d). Article IX Medical Expense Reimbursement Plan 9.1. Medical Expense Reimbursement Plan Benefits. The purpose of the Medical Expense Reimbursement Plan is to provide a health flexible spending arrangement (within the meaning of Code section 125) for the reimbursement of Eligible Medical Expenses (as defined in Section 9.4.) of a Participant electing this benefit (and those of the Participant’s spouse or Dependents) that are not reimbursed through insurance, damages, or any other source. It is the intention of the Plan that benefits provided under this Component Plan will be eligible for exclusion from the gross income of Participants under Code sections 105 and 106 and that Elective Contributions (and any Flex-Credits) credited to the Participant’s Reimbursement Account will be made on a pre-tax basis for federal tax purposes. 9.2. Medical Expense Reimbursement Plan Election. Each Participant may elect, in accordance with procedures described in Section 4.2. and this Section, to participate in the Medical Expense Reimbursement Plan for a Plan Year or not to participate. A Participant who elects to contribute to a health savings account for a taxable year may not elect this Component Plan for any Plan Year that overlaps such taxable year. (a) Contribution Elections.A Participant electing to enroll in this Component Plan must select an amount of Elective Contributions (and/or Flex-Credits, if applicable) to be made to the Participant’s Medical Expense Reimbursement Account (described in Article X) for the reimbursement of Eligible Medical Expenses for the Plan Year. The total amount of Elective Contributions and Flex- Credits for the Plan Year may not exceed: (i) the annual limitation set by the IRS pursuant to Code section 125(i) or (ii) two times the Participant’s Elective Contributions (or $500 plus the Elective Contributions amount, if greater). (b) Compensation Reduction.The Employer shall reduce the Participant’s Compensation over the applicable Plan Year in a total amount equal to the Participant’s Elective Contributions and credit such amounts to the Participant’s Medical Expense Reimbursement Account. By electing to participate in this benefit, Participants agree to have their Compensation reduced to make the applicable Elective Contributions. Compensation reductions shall be applied in substantially equal amounts over each payroll period during the Plan Year, unless the Administrator implements in

Page 11 advance of the enrollment period for a Plan Year an alternative schedule or procedure to be applied in a uniform and consistent manner for all Participants and duly informs Eligible Employees. If the Participant’s participation in this Component Plan terminates during a Plan Year, Compensation reductions shall cease and any Compensation reduction amount that relates to a period after the cessation of participation shall be repaid to the former Participant and included in wages for the taxable year. 9.3. Rules for Reimbursement. The Administrator shall establish rules for Participants to submit a claim for the reimbursement of Eligible Medical Expenses under this Component Plan. Such reimbursement is conditioned on the Participant’s submission and the Administrator’s receipt of a valid and timely claim and such substantiation as the Administrator may reasonably require. The Administrator may limit claims processing frequency to monthly (or more frequent) periods and/or require Participants to accrue a de minimis threshold amount of reimbursable expenses before processing their claims. (a) Amount Available for Reimbursement.Subject to the Administrator’s claims processing procedures, reimbursements up to the total amount of the Participant’s Elective Contributions (including Flex-Credits, if any) elected for the Plan Year are available immediately upon commencement of the Plan Year (or commencement of the Participant’s coverage for the Plan Year, if later), whether or not the reimbursement results in a negative balance in the Participant’s Medical Expense Reimbursement Account. It is the responsibility of the Plan Sponsor to cover any shortfall at the time a claim is processed; provided that subsequent contributions under this Component Plan for the Plan Year shall be available to reimburse the Plan Sponsor for any funds advanced to cover such shortfall. In no event shall a claim be reimbursed to the extent that, when combined with all other such reimbursements for the Plan Year, the amount exceeds the limits described in Section 9.2.(a). (b) Reimbursable Expenses; Grace Period.Only Eligible Medical Expenses (as defined in Section 9.4.) that are incurred during a Plan Year in which the Participant participates in this Component Plan or during the grace period for the Plan Year are reimbursable under the Plan. The grace period runs from the expiration of the Plan Year through the fifteenth day of the third month following the end of the Plan Year. Any Medical Expense Reimbursement Account balance available for reimbursement of Eligible Medical Expenses incurred during this grace period may only be used for that purpose (and may not be applied toward any other benefit available under the Plan). Any unused balance in a Participant’s Medical Expense Reimbursement Account that is not used to reimburse expenses incurred during the Plan Year or grace period will be forfeited as described in Section 9.3.(f). [Notwithstanding the foredoing, a grace period that would otherwise end during the 2020 calendar year shall be extended through December 31, 2020.] (c) Claims Run-Out Period.Participants must submit reimbursement claims to the Administrator for receipt by no later than the last day of the third month following the end of the applicable Plan Year. (d) Claim Substantiation Requirements.All claims must be submitted in a form acceptable to the Administrator. Claims must be substantiated by an original bill, invoice, and/or such other documentation the Administrator may reasonably require to establish eligibility for reimbursement. (e) Denied Claims.The review procedure for denied claims for Medical Expense Reimbursement Plan benefits is set forth in Section 11.5.(c). (f) Forfeiture of Unused Reimbursement Account Balance.Any remaining balance in a Medical Expense Reimbursement Account that is not used to reimburse Eligible Medical Expenses for a Plan Year (and any Elective Contributions or Flex-Credits relating to such amounts) shall be forfeited by the Participant. Such forfeitures may be used to defray the reasonable expense of administering the Plan. 9.4. Eligible Medical Expenses. Eligible Medical Expenses means any expense incurred by a Participant, or by his or her spouse or Dependent, during a period of participation under this Component Plan for

Page 12 medical care as defined in Code section 213(d) as allowed under Code section 125, is excludable from gross income under Code section 105(b), but only to the extent the Participant or other person incurring the expense is not reimbursed for the expense through insurance, damages, or otherwise (other than under this Component Plan). Notwithstanding the foregoing, expenses for drugs and medicines (other than insulin) incurred prior to January 1, 2020 qualify as Eligible Medical Expenses only if the Participant, spouse, or Dependent obtains a prescription for the drug or medicine. On and after January 1, 2020, Eligible Medical Expenses include menstrual care products as defined in Code section 223(d)(2)(E). Eligible Medical Expenses do not include any capital expenditure or any expenses incurred to obtain other health insurance or coverage (such as premiums) or for long-term care coverage or expenses. 9.5. Nondiscrimination. In addition to the requirements of Section 11.10.(a), benefits provided under this Dependent Care Reimbursement Plan shall not be provided in a manner that discriminates in favor of highly compensated individuals (as defined in Code section 105(h)(5)) in accordance with rules under Code section 105(h). 9.6. COBRA. To the extent required under COBRA, if there is a COBRA qualifying event, a Participant or a Participant’s spouse or Dependents shall be entitled to elect continued participation in the Medical Expense Reimbursement Plan through the end of the plan year in which the qualifying event occurs, but only if there is a positive Medical Expense Reimbursement Account balance on the date of the qualifying event. If there is a deficit or zero balance in the Participant’s Medical Expense Reimbursement Account on the date of the qualifying event, COBRA coverage will not be available, nor may coverage be continued to any subsequent Plan Year after the expiration of the Plan Year in which the qualifying event occurs. Continued participation is conditioned on the qualifying beneficiary paying to the Plan Sponsor 102% of the amount of desired reimbursement amount through the end of the Plan Year that is not yet credited to the Medical Expense Reimbursement Account through Elective Contributions or Flex-Credits (capped by the Participant’s elected contribution amount for the plan year). Such payments shall be made in substantially equal monthly installments on an after-tax basis (or under such other terms as are authorized by the Administrator in accordance with COBRA and Code section 125). The Administrator will notify qualifying beneficiaries of their eligibility for COBRA continuation coverage upon the occurrence of a qualifying event. Article X Reimbursement Plans and Reimbursement Accounts 10.1. Establishment of Accounts. The Administrator will establish and maintain a Reimbursement Account for each Plan Year for each Participant who elects to participate in the Dependent Care Reimbursement Plan (a Dependent Care Reimbursement Account) and a separate Reimbursement Account for each Plan Year for each Participant who elects to participate in the Medical Expense Reimbursement Plan (a Medical Expense Reimbursement Account). Each Reimbursement Account shall be a recordkeeping account only, established and maintained for purposes of administering the applicable Component Plan. (a) Reimbursement Account Balances.The balance of a Reimbursement Account will be increased by the amount of Elective Contributions (and Flex-Credits, if any) made under the applicable Reimbursement Plan and decreased by the amount of any reimbursements of Eligible Dependent Care Expenses or Eligible Medical Expenses, as applicable (and any forfeitures) provided for under the provisions of the terms of the applicable Reimbursement Plan. No interest shall accrue under any Reimbursement Accounts. (b) Forfeitures.The amount credited to a Reimbursement Account for any Plan Year may only be applied to reimburse the Eligible Dependent Care Expenses or Eligible Medical Expenses, as applicable, as provided under the applicable Reimbursement Plan. Any balance remaining in a Participant’s Reimbursement Account that are not so applied through the run-out period for the applicable Plan Year will be forfeited [(except to the extent carried over to a subsequent Plan Year under the Medical Expense Reimbursement Plan if carryovers are permissible thereunder)], and no amount or benefit corresponding to such forfeited amount shall revert to, or be applied to the

Page 13 benefit of, the Participant in any form or manner under the Reimbursement Plan, this Plan, or any other manner. All Elective Contributions relating to forfeited amounts will remain the property of the Plan. Forfeited amounts will be used to defray any administrative costs and experience losses incurred by the Plan. (c) No Trust Created.The Administrator may set up a reserve for the amount credited to Reimbursement Accounts, but no specific assets of the Plan Sponsor will be set aside for the payment of contributions, withdrawals, or distributions under the Plan. No trust in favor of a Participant or any person claiming on a Participant’s behalf shall be created under either Reimbursement Plan, and the obligation of the Plan Sponsor is solely a contractual obligation to make payments due under the terms of the Reimbursement Plans. In this regard, Reimbursement Account balances are considered a liability of the Employer, and a Participant’s rights with respect thereto shall be limited to his or her rights, if any, under the applicable Reimbursement Plan, which shall be the same as that of any unsecured general creditor of the Plan Sponsor. 10.2. Use of Debit Cards. The Administrator may elect at any time to provide a Participant in the Dependent Care Reimbursement Plan or the Medical Expense Reimbursement Plan with a debit card to be used for payment of Eligible Dependent Care Expenses or Eligible Medical Care Expenses, provided that each Participant certifies upon enrollment and each Plan Year thereafter that the debit card will be used only for eligible expenses up to the amount of the applicable limitations for the Plan Year and subject to such other conditions and requirements determined by the Administrator. If debit cards are issued, all charges to the card (except for those that can be substantiated at the point of sale) are treated as conditional pending confirmation of the expense. When the card is used, the merchant or service provider is paid the full amount of the charge and the debit is recorded in the Reimbursement Account, assuming sufficient coverage is available. 10.3. Plan Reimbursement for Ineligible Expenses. If it is discovered that an expense that has been reimbursed (or for which a debit care has been used) is not eligible for reimbursement or exceeds the limit for a Plan Year under a Reimbursement Plan, the Administrator may require the Participant to repay the Plan for such excess amount. If the Participant fails to do so, an Employer may withhold the excess amount from his or her wages, to the extent permitted by applicable state law. Alternatively, the Administrator may offset future reimbursements or benefits under the Plan by the unpaid amount. The Administrator may take such additional steps to ensure no further violations occur, including, without limitation, denial of debit card use, until full repayment is made. Article XI Administration 11.1. Administration. The Plan Sponsor and its delegates will have full power to administer the Plan in all of its details, subject to the terms of the Plan and applicable requirements of law. The Plan Sponsor’s powers include, without limitation, the power to: (i) make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan; (ii) interpret the Plan, consistent with its term, in good faith; (iii) decide all questions concerning the Plan, including any person’s eligibility to participate in the Plan or entitlement to benefits under the Plan; (iv) allocate and delegate its responsibilities under the Plan and designate other persons to carry out any of those responsibilities; (v) appoint such agents, counsel, accountants, consultants, and other persons to assist in administering the Plan; and (vi) rely conclusively on all tables, valuations, certificates, opinions, and reports that are furnished by accountants, counsel, or other experts employed or engaged by the Administrator to the extent permitted by law.

Page 14 11.2. Authority of Delegates. Any person to whom administrative authority has been delegated pursuant to clause (iv) of Section 11.1. shall be an Administrator, having sole responsibility for its acts and omissions and having the same authority in its administrative capacity as the Plan Sponsor, except that no delegate may further allocate or delegate its administrative duties under the Plan without the consent of the Plan Sponsor. The Plan Sponsor shall not be liable for any acts or omissions of any such delegate to the fullest extent permitted under applicable law. 11.3. Binding Determination. All determinations of the Administrator, including, without limitation, with respect to interpretation of the terms of the Plan, eligibility to participate in the plan, and eligibility for benefits under the plan, is conclusive and binding on all interested parties and shall be afforded the maximum deference permissible under applicable law. 11.4. Indemnification of Administrator. The Plan Sponsor agrees to indemnify and to defend to the fullest extent permitted by law any current or former Employee, director, or officer of an Employer serving as Administrator or as a member of a committee acting as Administrator against all liabilities, damages, costs, and expenses arising from any act or omission to act in connection with their role in administering the Plan if such act or omission was undertaken in good faith. 11.5. Claim and Review Procedures. (a) Claim and Review Procedures for Underlying Plans.The claim and review procedures set forth below only apply to the benefits specified therein that are offered through this Plan. All requests for payment or benefits and appeals of denied claims under a benefit plan offered through this Plan are subject to the claim and review procedures set forth in the governing documents for that underlying benefit plan. (b) Claims for Dependent Care Reimbursement Plan and Cafeteria Plan Benefits.Claims for benefits under the Dependent Care Reimbursement Plan and claims regarding any other benefits whose terms are set forth in this Plan (and not the governing documents of an underlying benefit plan), will be reviewed in accordance with the procedures of this Section 11.5.(b), except for Medical Expense Reimbursement Plan benefits, whose claim and review procedures are set forth in Section 11.5.(c). All references to the “claimant” in the following procedures refer to either the Participant, former Participant, or other beneficiary claiming benefits under the Plan or his or her representative. The Administrator may establish reasonable authorization procedures for representatives. (1) Initial Claim Review.Dependent Care Reimbursement Plan claims must be submitted in a form authorized by the Administrator, as provided in Article VIII. Other claims subject to this Section shall be submitted as proscribed by the Administrator or, in the absence of any applicable directions, submitted, in writing in a manner sufficient to identify the specific benefit requested or issue to be resolved, addressed to the Cafeteria Plan Administrator at [address]. The Administrator will send a written claim determination notice to a claimant making a claim for benefits that indicates whether the claim is approved or denied (in whole or in part) within 90 days after the Administrator receives the claim for benefits, unless special circumstances require an extension for processing the claim. In the case of an extension, prior to the expiration of the 90-day period, the Administrator will furnish written notice of the extension to the claimant specifying the special circumstances requiring extension and the date by which a final decision will be made and the claim determination notice sent (to be no later than 180 days after the date the claim was received). (2) Denied Claim Information.If a claim is denied, in whole or in part, the Administrator’s claim determination notice will provide the following information: (i) the specific reasons for the denial, (ii) references to pertinent plan provisions upon which the decision is based, (iii) a description of any additional material or information necessary to perfect the claim, along with an explanation of why such material or information is necessary, (iv) the claimant's right to request a review of the denial under the Plan’s review procedures and a description of those

Page 15 procedures, including applicable time limits, and (v) a statement of the claimant’s right to bring a civil action following exhaustion of the Plan’s review process. (3) Review of Denied Claim.A claimant who believes that his or her claim has been denied in error has the right to request a review of the denial by sending written notice to the Administrator responsible for claims review within 60 days after the date the claimant received the claim determination notice. The claimant has the right to ask the Administrator questions about the denial and obtain reasonable access to, and copies of, all documents, records, and other information relevant to the denied claim (on request and at no charge). A claimant who fails to request a review during this period loses the right to a review of the denied claim and the right to file suit in court for failing to exhaust the Plan’s claim and review procedures. The request for review of the denied claim should state the reasons that the claimant believes the claim should not have been denied and include any additional written comments, documents, records, and other information relevant to the review of the denied claim. All such supplemental material will be considered in the review. (4) Determination on Review.The Administrator will notify the claimant in writing of the decision on review within 60 days after receiving the review request. The determination on review shall be final and binding on all interested parties. The notice of final determination will set forth: (i) the specific reasons for the decision, (ii) references to pertinent plan provisions upon which the decision is based, (iii) the claimant's right to receive reasonable access to and copies of relevant documents and other information (on request and at no charge), and (iv) the claimant's rights under ERISA Section 502(a) to bring a civil action (subject to the time limitation set forth in Section 11.5.(d)). (c) Claims for Medical Expense Reimbursement Plan Benefits.Claim and claim review procedures for benefits under the Medical Expense Reimbursement Plan are as follows. All references to the “claimant” in the following procedures refer to either the Participant, former Participant, or other beneficiary claiming benefits under the Plan or his or her representative. The Administrator may establish reasonable authorization procedures for representatives. (1) Initial Claim Review.Claims for benefits under the Medical Expense Reimbursement Plan must be submitted in a form authorized by the Administrator, as provided in Article IX. The Administrator will send a written claim determination notice to a claimant making a claim for benefits that indicates whether the claim is approved or denied (in whole or in part) within 30 days after the Administrator receives the claim for benefits, unless special circumstances require an extension for processing the claim. In the case of an extension, prior to the expiration of the 30-day period, the Administrator will furnish written notice of the extension to the claimant specifying the special circumstances requiring extension and the date by which a final decision will be made and the claim determination notice sent (to be no later than 45 days after the date the claim was received). The Administrator will also notify the claimant within the 30-day period if additional information is needed to process the claim before a decision can be made, in which case the claimant will have 45 days to provide the needed information. If all such information is received within this 45-day period, the Administrator will send the claim determination notice within 15 days after receiving the needed information. If the claimant fails to provide the needed information within the 45-day period, the claim will be denied. (2) Denied Claim Information.If a claim is denied, in whole or in part, the Administrator’s claim determination notice will provide the following information: (i) information sufficient to identify the claim involved (including, as applicable, date of service, health care provider, and claim amount), (ii) the specific reasons for the denial, (iii) references to pertinent plan provisions upon which the decision is based, (iv) to the extent applicable, a description of any internal rule, guideline, protocol, or similar criterion relied upon in making the decision, (v) a description of any additional material or information necessary to perfect the claim, along with an explanation of why such material or information is necessary, (vi) the claimant's right to request a review of the denial under the Plan’s review procedures and a description of those

Page 16 procedures, including applicable time limits, (vii) a statement of the claimant’s right to bring a civil action following exhaustion of the Plan’s review process, and (viii) a statement regarding the availability of, and contact information for, the Employee Benefits Security Administration to assist claimants with claim appeals. (3) Review of Denied Claim.A claimant who believes that his or her claim has been denied in error has the right to request a review of the denial by sending written notice to the Administrator responsible for claim review within 180 days after the date the claimant received the claim determination notice. The claimant has the right to ask the Administrator questions about the denial and obtain reasonable access to, and copies of, all documents, records, and other information relevant to the denied claim (on request and at no charge). A claimant who fails to request a review during this period loses the right to a review of the denied claim and the right to file suit in court for failing to exhaust the Plan’s claim and review procedures. The request for review of the denied claim should state the reasons that the claimant believes the claim should not have been denied and include any additional written comments, documents, records, and other information relevant to the review of the denied claim. All such supplemental material will be considered in the review. The Administrator will assign the review of denial to a qualified person who was not involved in the initial claim denial (or subordinate to the person responsible for the initial denial). If any new or additional evidence is considered for the review, or any new rationale for the denial is adopted, the Administrator will notify the claimant as soon as practicable. (4) Determination on Review.The Administrator will notify the claimant in writing of the decision on review within a reasonable time (and in no event longer than 60 days after receiving the review request). The determination on review shall be final and binding on all interested parties. The notice of final determination will set forth: (i) information sufficient to identify the claim involved (as described above), (ii) the specific reasons for the denial, (iii) references to pertinent plan provisions upon which the decision is based, (iv) to the extent applicable, a description of any internal rule, guideline, protocol, or similar criterion relied upon in making the decision, (v) the claimant's right to receive reasonable access to and copies of relevant documents and other information (on request and at no charge), and (vi) the claimant's rights under ERISA Section 502(a) to bring a civil action (subject to the time limitation set forth in Section 11.5.(d)). (d) Exhaustion of Claim Procedures; Time Limitation for Civil Suit.With respect to benefits that are subject to the review processes described in Section 11.5.(b) and Section 11.5.(c), no person shall have a right to bring any action in any court to enforce a claim for benefits, or seek review of a denial of benefits outside of the Plan’s claim and review procedures, prior to filing a claim for such benefits and exhausting the applicable review process under the Plan. After exhaustion of the review process, claimants who seek to bring a civil suit to challenge a denied benefit claim must do so within [limitation period] following the claimant’s receipt of a notice of final determination. 11.6. Use of Electronic Media. Notwithstanding anything contained herein to the contrary, in any provisions of this Plan where there is a requirement that a Participant provide or receive a written notice, election, or claim for benefit, such requirement may be satisfied by electronic media provided such Participant meets all requirements regarding electronic media as set forth by the Administrator and any applicable guidance. 11.7. Records. The Administrator will keep accurate and complete records sufficient to administer the Plan. The Administrator will provide reasonable access to a Participant of the records under the Plan as pertain to the Participant upon request. 11.8. Payments to Legal Representatives. Any payment due and payable to a Participant or beneficiary under the Plan may be paid to the individual’s duly authorized guardian, conservator, or other legal representative, and any payment so made shall fulfill any and all obligations of the Plan with respect to the payment due to the Participant or beneficiary.

Page 17 11.9. Missing Participants or Beneficiaries. If the Plan Administrator is unable to make payment to any Participant or beneficiary to whom a payment is due under the Plan because it cannot locate the individual after making reasonable efforts, then such payment and all subsequent payments otherwise due to such individual shall be forfeited following a reasonable time after the date the payment first became payable; provided that if the individual is located within a reasonable time after such forfeiture, the amount shall be restored and paid to the individual. Any forfeited amounts under this Section may be used to defray the reasonable expense of administering the Plan. 11.10. Nondiscrimination. (a) Cafeteria Plan Nondiscrimination Compliance.The Plan will not discriminate in favor of highly compensated individuals (as defined below) as to eligibility to participate or as to contributions and benefits, and no more than 25% of the non-taxable benefits paid under the Plan during any Plan Year will be paid to Participants who are key employees (as defined below) in accordance with the rules under Code section 125(b) and Treasury Regulation section 1.125-7. (1) Highly Compensated Individual.A highly compensated individual is any Employee who (i) during the current Plan Year or the previous year was a 5% owner (as defined in Code section 416(i)(1)), (ii) for the year immediately prior to the current Plan Year had Code section 415 Compensation in excess of $80,000, as adjusted under Code section 415(d), or (iii) at any time during the year immediately prior to the current Plan Year (or the Plan Year for the individual’s first year of employment) was an officer of the Plan Sponsor or its affiliated entities treated as a single employer with the Plan Sponsor, all as determined in accordance with Proposed Treasury Regulation section 1.125-7(a). (2) Key Employees.The term key employee has the definition given under Code section 416(i)(1), excluding any individual covered by a collective bargaining agreement. (b) Corrective Action.If the Administrator determines before or during any Plan Year that the Plan may fail to satisfy for such Plan Year any applicable nondiscrimination requirement imposed under the Code or any applicable limitation on contributions or benefits, the Administrator will take such action as it deems appropriate, consistent with IRS guidance, under rules uniformly applicable to similarly situated Participants, to assure compliance with such requirement or limitation. Such action may include, without limitation, modification of Participant benefit or contribution elections; return of Elective Contributions to Participants, and/or inclusion in a Participant’s gross income of benefits intended to be excludable under a Component Plan with respect to Participants who are highly compensated employees (within the meaning of Code section 414(q), highly compensated individuals (within the meaning of Code section 105(h)(5) or as provided above), or key employees (as provided above). Affected individuals shall be notified in advance of such actions. Article XII Amendment and Termination 12.1. Amendment or Termination of Cafeteria Plan. The Plan Sponsor may, at any time and in its sole discretion, amend the Plan in accordance with applicable law; provided that no such amendment will modify a Participant’s or other beneficiary’s rights with respect to Plan benefits to which they have become entitled, except as may be required to comply with applicable law. 12.2. Termination. The Plan Sponsor may, at any time and in its sole discretion, terminate the Plan upon such terms as it deems appropriate in accordance with applicable law; provided that no such termination will modify a Participant’s or other beneficiary’s rights with respect to Plan benefits to which they have become entitled. Upon termination of the Plan, all elections and Compensation reductions under the Plan will cease. Any reduction in a Participant’s Compensation made prior to termination of the Plan for an Elective Contribution amount that relates to a period after the termination of the Plan will be paid to the Participant and included in wages for the taxable year, unless the Administrator determines, in its sole discretion, that Participants who are participating in a Pre-Tax Payment Feature and continuing coverage under the underlying benefit plan shall have the opportunity to apply some or all of such amounts toward the premiums payable by the Participant for such ongoing coverage. In

Page 18 connection with a Plan termination, the Administrator may (i) establish a grace period following the termination date during which Dependent Care Reimbursement Plan and/or Medical Expense Reimbursement Plan Participants may continue to incur reimbursable eligible expenses and/or (ii) shorten the run-out period in which a claim for reimbursement must be submitted; provided that, to the extent reasonably practicable, the run-out period shall end no earlier than the 30th day following the termination date. 12.3. Amendment or Termination of Underlying Benefit Plans. Nothing contained in the Plan restricts the Plan Sponsor’s right to amend or terminate any benefit plan underlying a Component Plan at any time in accordance with applicable law. Article XIII Miscellaneous Provisions 13.1. Information to Be Furnished. Participants will provide the Employer and Administrator with such information and evidence, and will sign such documents, as may reasonably be requested from time to time for the purposes of Plan administration and claim processing. 13.2. Limitation of Rights. Neither the establishment of the Plan nor any amendment thereof, nor the payment of any benefits, will be construed as giving to any Participant or other person any legal or equitable rights against the Employer or the Administrator, except as provided herein. Nothing contained in the Plan will be deemed to give any Participant, Eligible Employee, or any other person the right to be retained in the service of an Employer or to abrogate the right of an Employer to terminate the employment of any of its employees at any time. 13.3. No Guarantee of Tax Consequences; Indemnification of Employer. While the Plan Sponsor intends that amounts applied to the payment of one or more of the optional benefits available under the Plan will be excludable from Participants’ gross income for federal income tax purposes, neither the Plan Sponsor nor the Administrator makes any commitment or guarantee that these amounts will be so excludable, or that any other federal, state, or local tax treatment will apply. It is the Participant’s obligation to notify the Administrator if the Participant has any reason to believe that any amount intended to be excludable from gross income for federal income tax purposes may not be. If a Participant knowingly provides misinformation to the Administrator, Employer, or Plan Sponsor that results in a disallowance of exclusion for a pre-tax payment made on behalf of the Participant under the Plan, the Plan Sponsor has the right to seek indemnification and reimbursement from the Participant for any liability it or its affiliate may incur for failure to withhold federal, state, or local taxes that the Participant would have owed if such payment had been made to the Participant as regular cash compensation or failure to remit any employment taxes payable with respect to such amount. 13.4. No Assignment or Alienation of Benefits. No benefit under the Plan shall be subject to charge, anticipation, sale, assignment, transfer, encumbrance, pledge, attachment, garnishment, execution, or other voluntary or involuntary alienation or other legal or equitable process, other than pursuant to the laws of descent and distribution upon the individual’s death or as otherwise required under applicable law. 13.5. Severability. If any provision(s) of the Plan is determined to be void, invalid, or unenforceable by the order of any court of competent jurisdiction, the Plan will continue to operate in accordance with its terms; provided that, for purposes of the jurisdiction of such court, the Plan will be deemed not to include the provision(s) determined to be void, invalid, or unenforceable to the extent of such order. 13.6. Governing Law. This Plan will be construed, administered, and enforced according to ERISA (to the extent ERISA governs the Plan) and the applicable laws of [state], without regard to its conflict of law provisions.

Page 19 Drafting Notes & Alternate Clauses Cafeteria Plan Drafting Notes Drafting Note to Section 1.1.

The cafeteria plan is structured to make available to participants certain benefits, some of which are offered under and subject to the terms of separate plans (e.g., a health plan), referred to in the document as component plans. Drafting Note to Section 1.2.

To qualify as a cafeteria plan that provides a choice between taxable compensation and qualified nontaxable benefits, the plan must meet the statutory requirements of I.R.C. § 125. If a plan sponsor fails to comply with the applicable rules, the tax benefits available for benefits provided under the plan (e.g., pretax payment of insurance premiums) may be lost for all participants. To date, the IRS has only issued proposed regulations for cafeteria plans, which are reflected in this form. Taxpayers may rely on these until final regulations are issued. When the general cafeteria plan final regulations are issued, plan sponsors may need to conform their plans or procedures to comply with any changes to the existing rules. Prop. Treas. Reg. § 1.125-1(b)(1), 72 Fed. Reg. 43,938 (Aug. 6, 2007). For more information, see Cafeteria Plan Design and Compliance (IRC § 125). Drafting Note to Section 2.2.(c) (“Change in Status” definition)

Cafeteria plan elections generally are irrevocable for the full plan year. However, a plan is permitted to (and most do) allow a mid-year election change (as to participation or level of participation) in certain circumstances, including certain changes in status of the participant or participant’s family (so long as the election change is related to and consistent with the status change). All of the permissible status changes are included in this default language (see Treas. Reg. § 1.125-4), but election changes based on status changes are optional plan terms. Thus, the plan sponsor can elect which (if any) of these status changes will trigger a participant’s right to change an election. It is important to administer these provisions consistently for all participants so as to avoid a discrimination charge. Allowing for fewer alternatives facilitates plan administration but may give rise to hardship for employees stuck with elections that no longer suit their circumstances. Drafting Note to Section 2.2.(f) (“Compensation” definition)

The compensation definition specifies exactly what amounts otherwise payable to the employee will be available to pay for plan benefits through elective contribution salary reduction. Drafting Note to Optional Section 2.2.(h) (“Dental Coverage and Premium Payment Plan” definition)

Include this definition and Second Optional Article VIII if the plan sponsor intends to allow participants to purchase dental coverage under the cafeteria plan as a tax-qualified benefit. Drafting Note to Optional Section 2.2.(j) (“Disability Insurance and Premium Payment Plan” definition)

Include this definition and Third Optional Article VIII if the plan sponsor intends to allow participants to purchase disability insurance benefits under the cafeteria plan as a tax-qualified benefit. Drafting Note to Section 2.2.(j) (“Effective Date” definition)

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis Under the proposed regulations, the cafeteria plan must be adopted on or before the first day of the cafeteria plan year to which it relates. Drafting Note to Section 2.2.(m) (“Employee” definition)

Only common law employees (or former employees) and leased employees are permitted to participate in a cafeteria plan. Note also that the proposed regulations bar employee-owners, including partners of partnerships and members of limited liability companies. Prop. Treas. Reg. § 1.125-1(g)(2), 72 Fed. Reg. 43,950. You can structure the plan to exclude certain employee groups, if desired, as noted in the eligibility requirement discussion of the Drafting Note to Alternate Section 3.1.. Drafting Note to Section 2.2.(n) (“Employer” definition)

Under this form, employees of affiliates of the plan sponsor are only eligible if their employer adopts the plan. Note, however, that the controlled group and affiliated service group rules apply for cafeteria plan compliance, so you must ensure that excluding affiliates’ employees will not violate the cafeteria plan non- discrimination rules. See Cafeteria Plan Design and Compliance (IRC § 125) — Nondiscrimination Rules. Drafting Note to First Optional Section 2.2.(s) (“HSA Contribution Plan” definition)

Include this definition and First Optional Article XI if the plan sponsor intends to allow participants to contribute to a health savings account under the cafeteria plan as a tax-qualified benefit. For information on HSAs, see Health Savings Account Design and Compliance. Drafting Note to Second Optional Section 2.2.(s) (“Life Insurance and Premium Payment Plan” definition)

Include this definition and Fourth Optional Article VIII if the plan sponsor intends to allow participants to purchase life insurance benefits under the cafeteria plan as a tax-qualified benefit. Drafting Note to First Optional Section 2.2.(z) (“Supplemental PTO Plan” definition)

Include this definition and Second Optional Article XI if the plan sponsor intends to allow participants to purchase additional paid time off under the cafeteria plan as a taxable benefit. Drafting Note to Second Optional Section 2.2.(z) (“Vision Coverage and Premium Payment Plan” definition)

Include this definition and First Optional Article VIII if the plan sponsor intends to allow participants to elect vision coverage benefits under the cafeteria plan as a tax-qualified benefit. Drafting Note to Section 3.1.

This default language provides that all employees of the plan sponsor and other participating affiliates are eligible to participate (excluding certain owner-employees noted in Section 2.2.(m)). It is permissible to impose eligibility exclusions for certain groups of employees, as provided in Alternate Section 3.1.. Drafting Note to Alternate Section 3.1.

You may exclude from eligibility any one or more of the employee groups identified in this alternate clause, or any other employee category that would qualify as a reasonable classification under the qualified retirement plan nondiscrimination rules. Note that the employee groups in subsections (ii), (iii), and (iv) are ignored for purposes of cafeteria plan eligibility nondiscrimination testing, but that is not the case for the part-time employee exclusion in subsection (a). See Cafeteria Plan Design and Compliance (IRC § 125) — Nondiscrimination Rules. Drafting Note to Section 4.1.

In its default clauses, this form provides for three common cafeteria plan benefit choices: (1) pre-tax payment of health plan costs, (2) a flexible spending arrangement (FSA) for reimbursement of qualified

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis dependent care expenses (dependent care FSA), and (3) an FSA for qualified medical expenses (health FSA). Optional articles are also provided for other common component benefits: pre-tax payment of premiums for vision and dental benefits, disability insurance, life insurance, supplemental paid time off (PTO), and contributions to a health savings account. Select the appropriate provisions, or draft additional language, to modify the plan document to conform to the sponsor’s plan design. Drafting Note to Section 4.2.(d)

Many cafeteria plans feature so-called evergreen elections whereby the elections for one plan year will remain in effect indefinitely unless and until the participant makes a different election. The proposed regulations permit this approach, but suggest that, similar to the automatic election rules discussed in Drafting Note to Section 4.3., the participant should receive adequate notice for each election period regarding the effect of the evergreen rule and the participant’s right to change elections for the next plan year. Note also that you can apply an evergreen rule for certain component plan benefits but not others. For example, it is less common for employers to automatically renew health expense or dependent care flexible spending arrangements than it is to automatically renew health insurance coverage with pre-tax premium payment. This language allows the administrator to determine whether or not to implement an evergreen rule from time to time. Drafting Note to Section 4.3.

The default language provides that any participant who doesn’t make benefit elections for a plan year will not participate in any component plan offered under the cafeteria plan for that plan year. Some plans provide for default coverage in certain underlying benefit plans (requiring participants to opt out, instead of allowing them to opt in). For an example of component health plan default coverage language, see Second Optional Section 7.3.. Drafting Note to Section 5.4.

As required by HIPAA, a special enrollment right arises under the following circumstances: (1) after declining coverage for a spouse or dependent because they had other coverage, the spouse or dependent loses eligibility for the other coverage due to legal separation, divorce, death, termination of employment, reduction in hours, termination of employer contributions, or (if COBRA coverage) exhaustion of the maximum COBRA period, or (2) an individual acquires a new dependent due to marriage, birth, adoption, or placement for adoption. An election to add previously eligible Dependents as a result of the acquisition of a new spouse or Dependent child will be considered to be consistent with the HIPAA special enrollment right. Drafting Note to Section 5.6.

For more information on the interaction of cafeteria plan benefits and the FMLA, see Leave of Absence Effects on Employee Benefit Plans. Drafting Note to First Optional Section 5.9.

The plan may contain any or all (or none) of these provisions allowing mid-year election changes upon a change in the cost or coverage of an optional benefit. Consult with the plan sponsor and administrator to determine which are appropriate, desirable, and administratively feasible. Drafting Note to Second Optional Section 5.9.

Include this language if the plan will allow participants to make mid-year changes to sync up with election or coverage changes under another employer plan (e.g., a spouse’s employer-based coverage). This language has the effect of both honoring another plan’s mid-year election changes (even if they are more generous than what is available under this plan) and allowing mid-year changes in this plan when the other plan has a different plan year. Sponsors could implement both of these rules, as provided here, or either one.

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis Drafting Note to Third Optional Section 5.9.

The IRS permits mid-year election changes for group health plan participation to expand access to the Patient Protection and Affordable Care Act health insurance marketplaces. See I.R.S. Notice 2014-55. Drafting Note to Fourth Optional Section 5.9.

You can include this language if the plan provides for a dependent care FSA and the intention is to allow for mid-year election changes based on changes in the participant’s child care arrangements. For example, under this provision an election change could be permitted if the participant switches providers and there is a significant cost difference, or the participant no longer needs to pay for child care because a relative becomes available to take care of the child. Drafting Note to Fifth Optional Section

In light of the novel coronavirus (COVID-19) pandemic, the IRS is allowing cafeteria plans to provide for more liberal election change rules during calendar year 2020 for health coverage, health FSAs, and dependent care assistance programs, as described in this provision. These special rules are available to all plan-eligible employees; there is no requirement that the employee must have been affected by the pandemic to be eligible. Further, plan sponsors do not need to allow the full extent of the relief and limit or restrict these provisions as desired (e.g., any combination of the elections may be offered, participants may be limited to a single election change under these rules per component plan, and the window period in which to make the election may be curtailed). The relief may be applied retroactively for periods beginning on or after January 1, 2020, but in any case the plan must be amended by no later than December 31, 2021, and the affected employees must be notified of the change. I.R.S. Notice 2020-29.

Model language for the attestation requirement for a participant covered by an employer health plan to elect to switch to non-employer health coverage is as follows: Name [and other identifying information requested by the administrator]: ______. I attest that I am enrolled in, or immediately will enroll in, one of the following types of coverage: (1) employer-sponsored health coverage through the employer of my spouse or parent; (2) individual health insurance coverage enrolled in through the Health Insurance Marketplace (also known as the Health Insurance Exchange); (3) Medicaid; (4) Medicare; (5) TRICARE; (6) Civilian Health and Medical Program of the Department of Veterans Affairs (CHAMPVA); or (7) other coverage that provides comprehensive health benefits (for example, health insurance purchased directly from an insurance company or health insurance provided through a student health plan). I.R.S. Notice 2020-29. Drafting Note to Section 5.9.

Defined contribution plans and (usually) health savings accounts are generally designed to allow participants to change their contribution elections at any time, so they should be carved out of the election change restrictions in case those benefits are offered through the cafeteria plan. Treas. Reg. 1.125-4(h); I.R.S. Notice 2004-50, Q&A-58. Drafting Note to Article V

There is no requirement that a cafeteria plan must allow for any mid-year election changes (other than as necessary to comply with applicable law, such as special enrollment rights under HIPAA). However, most plans allow election changes based on a change in status to some extent. This plan is designed to allow for maximal flexibility in allowing for mid-year election changes for changes in status, but the plan could provide for a more limited set of circumstances, if desired, for administrative simplicity or other reasons. See Treas. Reg. § 1.125-4(c). Several other commonly permitted changes are provided in the plan’s default clauses. In addition, First Optional Section 5.9. allows employees to change elections mid-year if the cost or coverage of the component plan changes significantly. See Treas. Reg. § 1.125-4(f). And Second Optional Section 5.9. allows for changes under this plan when there is a related change under another employer plan (e.g., a spouse’s employer plan coverage). In light of the large variation in what different plans allow, it

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis is important that the applicable rules are clearly communicated to participants to manage their expectations and that plan administrators have in place detailed procedures for evaluating election change requests. Drafting Note to Section 6.2.

While most cafeteria plan benefits are for qualified non-taxable benefits, such that pre-tax elective contributions are permissible, some plans also offer taxable benefits (e.g., supplemental paid time off or supplemental life insurance for the employee that exceeds the excludable limits or life insurance coverage for dependents). A cafeteria plan must cap the amount of employee elective contributions that may be made on a pre-tax basis. The 100% cap is intended to satisfy this requirement while offering maximum flexibility. Prop. Treas. Reg. § 1.125-1(c)(1)(v), 72 Fed. Reg. 43,948. Drafting Note to Section 6.3.

Not all cafeteria plans provide for employer contributions, but it may be useful to have the ability built into the plan document in case the feature becomes desirable in the future. This language is generic enough to allow for different scenarios, from a specific nonelective contribution (e.g., a fixed dollar health savings account contribution for participants who elect high-deductible health plan coverage) to a more flexible feature that allows participants to allocate credits among several options. A cafeteria plan must specify the amount of nonelective employer contributions that may be offered, expressed as a fixed amount or percentage of compensation. Prop. Treas. Reg. § 1.125-1(r)(3), 72 Fed. Reg. 43,955. Drafting Note to Section 6.5.

This language assumes that, as is typical, the plan sponsor will rely on the exception to the funding and reporting requirements under ERISA for cafeteria plans. If not for the relief provided by the Department of Labor’s non-enforcement policy, contributions to the plan would likely need to be held in a trust and the plan sponsor would have to file a Form 5500 for the plan each year. See 57 Fed. Reg. 23,272; 58 Fed. Reg. 45,359 (suspending expiration of the relief until further notice). Drafting Note to First Optional Section 7.3.

Use this optional provision if the plan sponsor offers employees who decline employer health coverage a cash or flex-credit incentive. Drafting Note to Second Optional Section 7.3.

Use this optional provision if the plan sponsor has automatic enrollment in the company health plan (subject to the employee’s opting out). Drafting Note for First Optional Article VIII

Include this portion of the plan if the company’s vision plan is offered as a separate component plan under the cafeteria plan. Drafting Note for Second Optional Article VIII

Include this portion of the plan if the company’s dental plan is offered as a separate component plan under the cafeteria plan. Drafting Note for Third Optional Article VIII

Include this portion of the plan if the company offers disability benefits (or supplemental disability coverage) as a separate component plan under the cafeteria plan. Drafting Note to Section 8.2.

Section 79 of the Internal Revenue Code allows employers to exclude from an employee’s income the cost of up to $50,000 of group-term life insurance on the employee. Under the proposed cafeteria plan regulations, an employer can also provide amounts in excess of this limit as a tax-efficient benefit. While

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis the cost of any such excess coverage is includible in the employee’s income, the employee is able to exclude any cafeteria plan elective contributions or flex-credits applied toward the coverage (so long as the coverage does not confer a so-called permanent benefit (e.g., a paid-up or cash surrender value). If the employee also contributes after-tax money to the cost of excess coverage, the income inclusion is reduced, dollar for dollar. See Prop. Treas. Reg. § 1.125-1(k), 72 Fed. Reg. 43,951–43,952. Excess group-term life insurance coverage is subject to social security and Medicare taxes (but not unemployment tax), even when provided as a qualified benefit in a cafeteria plan. I.R.C. §§ 3121(a)(2)(C), 3306(b)(2)(C); Treas. Reg. § 31.3306(b)(2)-1. Drafting Note for Fourth Optional Article VIII

Include this portion of the plan if the company offers any life insurance benefits (or supplemental life insurance coverage) as a separate component plan under the cafeteria plan. Drafting Note to Section 8.3.(a)

Unlike a health FSA, a dependent care FSA does not have to follow the uniform coverage rules that allow a participant to access the total amount to be contributed to the plan for the plan year available immediately upon the commencement of coverage for that plan year. Accordingly, the default language here does not provide for that more generous provision. If the sponsor desires to apply the uniform coverage rule to the dependent care FSA, use Alternate Section 8.3.(a). Drafting Note to Section 8.3.(b)

This language provides for the longest permissible grace period after the expiration of the plan year to incur reimbursable expenses (2½ months) and includes required statements regarding exclusivity of FSA funds and forfeiture rules. A shorter grace period is permissible. See Prop. Treas. Reg. § 1.125-1(e), (3); 72 Fed. Reg. 43,949.

Grace periods are less common in dependent care FSAs as compared to health FSAs. For language that requires submission by the end of the plan year, use Alternate Section 8.3.(b).

Temporary relief granted due to the novel coronavirus (COVID-19) pandemic permits cafeteria plans to be amended to allow for an extended grace period for dependent care assistance programs during the 2020 calendar year. The bracketed language reflects the full extent of the relief permitted, but plan sponsors may alternatively offer limited or restricted relief consistent with the guidance. The relief may be applied retroactively for periods beginning on or after January 1, 2020, but in any case the plan must be amended by no later than December 31, 2021, and the affected employees must be notified of the change. I.R.S. Notice 2020-29. Drafting Note to Section 8.3.(c)

There is no limitation for the run-out period following the end of a plan year in which a participant can submit a claim. Three months, as provided here, is common. If the plan has a 2½ month grace period, however, it may be desirable to extend the run-out period, at least for expenses incurred during the grace period. Drafting Note to Optional Section 8.3.(g)

Employers may provide for such spend-down relief in a cafeteria plan dependent care FSA to avoid a former participant’s having to forfeit contributions to his or her dependent care if they terminate employment or otherwise lose plan coverage. However, the expenses must meet the criteria for qualifying expenses, including the requirement that they are incurred to allow the individual to be gainfully employed. Prop. Treas. Reg. § 1.125-6(a)(4)(v), 72 Fed. Reg. 43,962. Drafting Note to Section 9.1.

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis Note that health FSA plans must generally qualify as an excepted benefit to avoid certain market reform restrictions under the Patient Protection and Affordable Care Act. For more information, see the section entitled “Health FSAs” in ACA and HIPAA Excepted Benefits — Limited-Scope Excepted Benefits. Drafting Note to Section 9.2.(a)

The first limit refers to the annual cafeteria plan statutory limit for health FSAs, as adjusted for inflation. The second is to ensure the health FSA can be treated as an excepted benefit under the Patient Protection and Affordable Care Act. See Treas. Reg. § 54.9831-1(c)(3)(v).

Note that if the health FSA has a carryover feature (described in the Drafting Note to Section 9.4(e)), any carryover amount from a previous plan year is ignored for purposes of applying the health FSA annual limit. I.R.S. Notice 2013-71. Drafting Note to Section 9.2.(b)

The last sentence reflects one of the uniform coverage rule requirements for health FSAs. Prop. Treas. Reg. § 1.125-5(d)(3), 72 Fed. Reg. 43,957. Drafting Note to Section 9.3.(a)

The uniform coverage rule applicable for health FSAs requires all pledged contributions to be immediately available upon commencement of coverage for the plan year. Prop. Treas. Reg. § 1.125-5(d), 72 Fed. Reg. 43,957. Drafting Note to Section 9.3.(b)

This language provides for the longest permissible grace period after the expiration of the plan year to incur reimbursable expenses (2½ months), including required statements regarding exclusivity of FSA funds and forfeiture rules. A grace period may be shorter. See Prop. Treas. Reg. § 1.125-1(e), 72 Fed. Reg. 43,949. For language that requires submission by the end of the plan year, use First Alternate Section 9.3.(b). A health FSA can, in lieu of a grace period, allow for a participant to carry over a capped amount of unused health FSA funds to a subsequent plan year. I.R.S. Notice 2013-71, modified by I.R.S. Notice 2020-33. If the plan has a carryover feature, use Second Alternate Section 9.3.(b) and Alternate Section 9.3.(f).

For information on how to coordinate health FSAs and health savings accounts (HSAs) to avoid having a health FSA grace period interfere with the ability to contribute to an HSA, see Health Savings Account Design and Compliance and I.R.S. Notice 2005-86.

Temporary relief granted due to the novel coronavirus (COVID-19) pandemic permits cafeteria plans to be amended to allow for an extended health FSA grace period (or for a grace period in addition to a carryover feature) during the 2020 calendar year. The bracketed language reflects the full extent of the relief permitted, but plan sponsors may alternatively offer limited or restricted relief consistent with the guidance. The relief may be applied retroactively for periods beginning on or after January 1, 2020, but in any case the plan must be amended by no later than December 31, 2021, and the affected employees must be notified of the change. I.R.S. Notice 2020-29. Drafting Note to Section 9.3.(c)

There is no limitation for the run-out period following the end of a plan year in which a participant can submit a claim. Three months, as provided here, is common. If the plan has a 2½ month grace period, however, it may be desirable to extend the run-out period, at least for expenses incurred during the grace period. Drafting Note for Section 9.3.(f)

This use-it-or-lose-it rule applies generally to flexible spending arrangements. However, the IRS now permits a plan to provide for an exception whereby a limited amount can be carried over to be applied to

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis reimburse eligible expenses incurred in the next following plan year. I.R.S. Notice 2013-71, modified by I.R.S. Notice 2020-33. If the plan has a carryover feature, use Alternate Section 9.3.(f) and Second Alternate Section 9.3.(b).

Note that a plan may not have both a grace period feature (allowing participants to incur reimbursable expenses for a short period after the end of the plan year) and a carryover feature. When you consider which rule to implement (if any), keep in mind that there is no limit on the amount of expenses that can be incurred during the grace period, but the grace period cannot extend beyond 2½ months of year end. On the other hand, the carryover provision gives participants an additional year to incur eligible expenses, but the carryover amount is limited to $500. Neither design completely eliminates the chance of forfeiture. Drafting Note to Alternate Section 9.3.(f)

This language has been updated to reflect changes in I.R.S. Notice 2020-33 that allow for increased carryover amounts for health FSAs. For plan years that end as of the end of calendar year 2020 or later, the permissible carryover limit is indexed annually for inflation by making it a fixed percentage (20%) of the I.R.C. § 125(i) contribution limit applicable for that plan year. Thus, a 2020 calendar year health FSA account can carry over up to $550 of an unused balance to the 2021 plan year (20% of the $2,750 contribution limit). Prior to this change, the carryover limit was fixed at $500. For the new carryover limit rule to be effective for a plan year balance to carry over to the next year, the plan must be amended to apply the rule before the end of the plan year (and participants duly notified).

This carryover provision is conditioned on the participant electing health FSA coverage for the carryover year. This avoids a potential conflict facing a participant who has a carryover balance but intends to participate in a health savings account (HSA) in the subsequent plan year. The HSA rules prohibit making HSA contributions in any year in which the individual has health insurance coverage that is not a high- deductible health plan, but a health FSA (other than a limited purpose FSA only covering vision and dental costs) would count as such prohibited coverage. Thus, employees may not elect coverage under a health FSA for the same tax year that they contribute to an HSA. An alternative approach would be to allow the carryover even without re-enrolling for the health FSA, but to provide participants who want to establish an HSA an opportunity to decline the carryover of the unused health FSA balance prior to the end of the plan year. See I.R.S. CCA 201413005 (Mar. 28, 2014).

Note that the priority rules in this provision for allocating reimbursement amounts are specifically permitted by the IRS to simplify plan administration, but they could result in larger participant forfeitures in certain circumstances involving run-out claims. Drafting Note to Section 9.4.

This paragraph reflects changes pursuant to Section 3702 of the Coronavirus Aid, Relief, and Economic Security (CARES) Act (Pub. L. No. 116–136) (amending I.R.C. § 106(f)) that (1) remove the limitation on eligible health FSA drug expenses to those obtained with a prescription imposed pursuant to the Patient Protection and Affordable Care Act and (2) include menstrual care products as eligible expenses. Similar changes also apply to health savings accounts and Archer medical savings accounts. For more information, see Over-the-Counter Drug Reimbursement Rules after the CARES Act. Drafting Note to First Optional Article XI

For information on HSAs, see Health Savings Account Design and Compliance. For guidance on how to coordinate HSAs with health FSA grace periods, see I.R.S. Notice 2005-86. Drafting Note to Section 11.3. of Second Optional Section XI

This ordering rule is required under the proposed cafeteria plan regulations. Prop. Treas. Reg. § 1.125- 1(o)(4)(ii), 72 Fed. Reg. 43,953. Drafting Note to Section 11.4. of Second Optional Section XI

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis The plan must set forth what happens to unused elective paid time off. This language provides for forfeiture of the unused time with no compensation to the participant. Alternatively, a plan can cash out unused elective paid time off, but the plan must provide that the payment will occur on or before the last day of the plan year. Prop. Treas. Reg. § 1.125-1(o)(4)(iii), 72 Fed. Reg. 43,953. Drafting Note to Section 11.5.(b)

These procedures are designed to comply with the ERISA’s general claim and review procedures. The procedures for group health plan benefits are more stringent. For more information, see Claims Procedure ERISA Requirements Checklist (General Rules). Drafting Note to Section 11.5.(c)

These procedures are designed to comply with the ERISA and Affordable Care Act claim and review procedures for group health plan benefits. However, this language does not contemplate that a health FSA benefit will be denied based on a medical judgment or a plan limitation regarding medical necessity or experimental treatment, and therefore omits terms that would otherwise be required (including external review of certain denied claims). For more information, see Claims Procedure ERISA Requirements Checklist (Group Health Plans). Drafting Note to Section 11.5.(d)

This language limits the period in which a claimant who exhausts the plan’s internal appeal procedures may file a civil suit under ERISA to challenge a denial of benefits. Courts generally uphold such time limitations if they are reasonable. Periods of 24 to 36 months is typical. Alternate & Optional Clauses

Optional Section 2.2.(h): (h)

Dental Coverage and Premium Payment Plan means the Component Plan under which Participants may elect to enroll in an Employer dental plan and pay the employee share for such coverage through Elective Contributions made through Compensation reduction on a pre-tax basis and whose specific terms are set forth in Second Optional Article VIII of this Plan.

Include this definition and Second Optional Article VIII if the plan sponsor intends to allow participants to purchase dental coverage under the cafeteria plan as a tax-qualified benefit.

Optional Section 2.2.(j): (j)

Disability Insurance and Premium Payment Plan means the Component Plan under which Participants may elect to enroll in an Employer disability insurance plan and pay the employee share for such coverage through Elective Contributions made through Compensation reduction on a pre-tax basis and whose specific terms are set forth in Third Optional Article VIII of this Plan.

Include this definition and Third Optional Article VIII if the plan sponsor intends to allow participants to purchase disability insurance benefits under the cafeteria plan as a tax-qualified benefit.

First Optional Section 2.2.(s): (s)

HSA Contribution Plan means the Component Plan under which Participants may make pre-tax contributions to a health savings account (as defined under Code section 223(d)) and whose specific terms

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis are set forth in First Optional Article XI of this Plan. Participants are only eligible to participate in the HSA Contribution Plan during a month in which they are enrolled in a high-deductible health plan.

Include this definition and First Optional Article XI if the plan sponsor intends to allow participants to contribute to a health savings account under the cafeteria plan as a tax-qualified benefit. For information on HSAs, see Health Savings Account Design and Compliance.

Second Optional Section 2.2.(s): (s)

Life Insurance and Premium Payment Plan means the Component Plan under which Participants may elect to enroll in an Employer life insurance plan and pay the employee share for such coverage through Elective Contributions made through Compensation reduction on a pre-tax basis and whose specific terms are set forth in Fourth Optional Article VIII of this Plan.

Include this definition and Fourth Optional Article VIII if the plan sponsor intends to allow participants to purchase life insurance benefits under the cafeteria plan as a tax-qualified benefit.

First Optional Section 2.2.(z): (z)

Supplemental PTO Plan means the Component Plan under which Participants may elect to purchase additional paid time off in excess of their allotment under their Employer’s leave policies and whose specific terms are set forth in Second Optional Article XI of this Plan.

Include this definition and Second Optional Article XI if the plan sponsor intends to allow participants to purchase additional paid time off under the cafeteria plan as a taxable benefit.

Second Optional Section 2.2.(z): (z)

Vision Coverage and Premium Payment Plan means the Component Plan under which Participants may elect to enroll in an Employer vision plan and pay the employee share for such coverage through Elective Contributions made through Compensation reduction on a pre-tax basis and whose specific terms are set forth in First Optional Article VIII of this Plan.

Include this definition and First Optional Article VIII if the plan sponsor intends to allow participants to elect vision coverage benefits under the cafeteria plan as a tax-qualified benefit.

Alternate Section 3.1.: 3.1. Eligible Employees.

All Employees of participating Employers are Eligible Employees under this Plan, except for Employees: (i) who are regularly scheduled to work fewer than [number] hours per week, (ii) whose completed years of service with the Employer is less than [period up to three years], (iii) who are subject to a collective bargaining agreement, or (iv)

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis who are nonresident aliens who regularly work outside of the United States.

The individual Component Plans may have additional eligibility requirements, as provided under the terms of those plans.

You may exclude from eligibility any one or more of the employee groups identified in this alternate clause, or any other employee category that would qualify as a reasonable classification under the qualified retirement plan nondiscrimination rules. Note that the employee groups in subsections (ii), (iii), and (iv) are ignored for purposes of cafeteria plan eligibility nondiscrimination testing, but that is not the case for the part-time employee exclusion in subsection (a). See Cafeteria Plan Design and Compliance (IRC § 125) — Nondiscrimination Rules.

First Optional Section 5.9.: 5.9. Significant Changes in Cost or Coverage.

The rules of this section do not apply to Medical Care Reimbursement benefits. For purposes of this Section, “similar coverage” means coverage for the same category of benefits (except that Medical Expense Reimbursement Plan coverage is not similar coverage to any other kind of accident or health plan) as they apply to the same individuals (e.g., family coverage or self-only coverage), regardless of whether the coverage is made available by the employer of the Participant, the Participant’s spouse, or a Dependent. The Administrator, in its sole discretion and on a uniform and consistent basis, will decide whether a change in cost is significant in accordance with prevailing IRS guidance. (a) Significant Cost Increases.

If the Administrator determines that the cost of a Component Plan benefit in which a Participant is enrolled significantly increases during the Plan Year, the Administrator may permit the Participant to make a corresponding election change to prospectively (i) cancel such coverage or decrease the level of coverage or (ii) if there is a less costly Component Plan (or Component Plan option) offering similar coverage, cancel the coverage and elect to participate in the similar coverage. In addition, to the extent necessary and appropriate to reflect the cost increase, the Administrator shall apply a corresponding change to the contribution amount for any Premium Payment Component Plan. This subsection only applies to Dependent Care Reimbursement benefits if the cost change is imposed by a Dependent’s care provider who is not a “relative” of the Employee within the meaning of Code section 152(a)(1) through (8). (b) Significant Cost Decreases.

If the Administrator determines that the cost of a Component Plan benefit in which a Participant is enrolled significantly decreases during the Plan Year, the Administrator may permit the Participant to make a corresponding election change to prospectively: (i) enroll for such coverage or increase the level of coverage or (ii) enroll for such coverage or increase the level of coverage and cancel participation in similar coverage under a Component Plan. In addition, to the extent necessary and appropriate to reflect the cost decrease, the Administrator shall apply a corresponding change to the contribution amount for any Premium Payment Component Plan. This subsection only applies to Dependent Care Reimbursement benefits if the cost change is imposed by a Dependent’s care provider who is not a “relative” of the Employee within the meaning of Code section 152(a)(1) through (8). (c) Significant Curtailment of Coverage.

If the Administrator determines that a Participant experiences a “significant curtailment of coverage” (as described in Treasury Regulation section 1.125-4(f)(3)(i)) under a Component Plan benefit, the Administrator may permit the Participant to make a corresponding election change to prospectively (i) cancel such coverage or (ii) cancel such coverage and, if available, enroll in similar coverage under another Component Plan (or Component Plan option). (d) Loss of Coverage.

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis If the Administrator determines that a Participant experiences a “loss of coverage” (as described in Treasury Regulation section 1.125-4(f)(3)(ii)) of a Component Plan benefit, the Administrator may permit the Participant to make a corresponding election change to prospectively (i) cancel such coverage or (ii) cancel such coverage and, if available, enroll in similar coverage under another Component Plan (or Component Plan option). (e) Significant Enhancement of Coverage.

If, during a Plan Year, the a Component Plan (or Component Plan option) adds significant new benefits or otherwise significantly improves coverage, as determined by the Administrator in accordance with prevailing IRS guidance, the Administrator may permit Participants to elect to prospectively (i) enroll in the enhanced coverage or (ii) enroll in the enhanced coverage and cancel their participation in another Component Plan (or Component Plan option) offering similar coverage.

The plan may contain any or all (or none) of these provisions allowing mid-year election changes upon a change in the cost or coverage of an optional benefit. Consult with the plan sponsor and administrator to determine which are appropriate, desirable, and administratively feasible.

Second Optional Section 5.9.: 5.9. Election Changes under Another Employer Plan.

Notwithstanding the foregoing, a Participant may make a prospective election change that the Administrator determines is on account of and corresponds with a change in coverage made (by the Participant, the Participant’s spouse, or a Dependent) under another employer plan if the change under the other plan either (i) is a mid-year change permissible under Treasury Regulation sections 1.125-5(b) through (g) or (ii) relates to a period of coverage under the other plan that differs from the Plan Year for the coverage under this Plan.

Include this language if the plan will allow participants to make mid-year changes to sync up with election or coverage changes under another employer plan (e.g., a spouse’s employer-based coverage). This language has the effect of both honoring another plan’s mid-year election changes (even if they are more generous than what is available under this plan) and allowing mid-year changes in this plan when the other plan has a different plan year. Sponsors could implement both of these rules, as provided here, or either one.

Third Optional Section 5.9.: 5.9. Cancellation of Group Health Plan Coverage.

A participant may cancel coverage of the Participant, the Participant’s spouse, or a Dependent in group health plan coverage under a Component Plan (other than the Medical Expense Reimbursement Plan) in either of the following two circumstances: (a) Reduction in hours and new coverage.

The Participant has a reduction in hours resulting in the Participant ceasing to work on average at least 30 hours per week on average and the Participant enrolls in another group health plan that provides minimum essential coverage (within the meaning of the Patient Protection and Affordable Care Act (PPACA)) to cover the Participant, spouse, or Dependent (as applicable), effective by the first day of the second month following the date coverage is cancelled. (b) Enrollment in qualified health plan.

The Participant is eligible for a special enrollment period (as defined in Code section 9801(f)) to enroll in a qualified health plan (QHP) (within the meaning of the PPACA) and the Participant enrolls in a QHP to

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis cover the Participant, spouse, or Dependent (as applicable) effective by the first day after he day the cancelled coverage ceases.

The IRS permits mid-year election changes for group health plan participation to expand access to the Patient Protection and Affordable Care Act health insurance marketplaces. See I.R.S. Notice 2014-55.

Fourth Optional Section 5.9.: 5.9. Dependent Care Provider Change.

A Participant may prospectively change an election under the Dependent Care Reimbursement Plan that is on account of and corresponds with a change in a dependent care service provider.

You can include this language if the plan provides for a dependent care FSA and the intention is to allow for mid-year election changes based on changes in the participant’s child care arrangements. For example, under this provision an election change could be permitted if the participant switches providers and there is a significant cost difference, or the participant no longer needs to pay for child care because a relative becomes available to take care of the child.

Fifth Optional Section 5.9.: 5.9. Coronavirus Relief Election Changes.

Effective as of [effective date], a Participant may make any of the following election changes during calendar year 2020 in accordance with the procedures established by the Administrator consistent with I.R.S. Notice 2020-29: (a) Elect Employer health coverage.

A Participant who initially declined coverage under an Employer health plan and the Health Coverage and Premium Payment Plan may change their election to participate in an Employer health plan and the Health Coverage and Premium Payment Plan on a prospective basis. (b) Change or modify Employer health plan coverage.

A Participant who initially elected coverage under an Employer health plan and the Health Coverage and Premium Payment Plan may modify their election to cancel such coverage and elect to participate in another Employer health plan or at another level of coverage in the same plan on a prospective basis. (c) Revoke Employer health plan coverage to enroll in non-Employer coverage.

A Participant who initially elected coverage under an Employer health plan and the Health Coverage and Premium Payment Plan may modify their election to terminate such coverage to enroll in health coverage not sponsored by an Employer on a prospective basis, provided that the Participant attests in writing in a form acceptable to the Administrator that the Participant is enrolled, or immediately will enroll, in such other health coverage. (d) Modify Dependent Care Reimbursement Plan election.

A Participant may revoke an election, make a new election, or decrease or increase an existing contribution election under the Dependent Care Reimbursement Plan on a prospective basis. (e) Modify Medical Expense Reimbursement Plan election

A Participant may revoke an election, make a new election, or decrease or increase an existing contribution election under the Medical Expense Reimbursement Plan on a prospective basis.

In light of the novel coronavirus (COVID-19) pandemic, the IRS is allowing cafeteria plans to provide for more liberal election change rules during calendar year 2020 for health coverage, health FSAs, and

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis dependent care assistance programs, as described in this provision. These special rules are available to all plan-eligible employees; there is no requirement that the employee must have been affected by the pandemic to be eligible. Further, plan sponsors do not need to allow the full extent of the relief and limit or restrict these provisions as desired (e.g., any combination of the elections may be offered, participants may be limited to a single election change under these rules per component plan, and the window period in which to make the election may be curtailed). The relief may be applied retroactively for periods beginning on or after January 1, 2020, but in any case the plan must be amended by no later than December 31, 2021, and the affected employees must be notified of the change. I.R.S. Notice 2020-29.

Model language for the attestation requirement for a participant covered by an employer health plan to elect to switch to non-employer health coverage is as follows: Name [and other identifying information requested by the administrator]: ______. I attest that I am enrolled in, or immediately will enroll in, one of the following types of coverage: (1) employer-sponsored health coverage through the employer of my spouse or parent; (2) individual health insurance coverage enrolled in through the Health Insurance Marketplace (also known as the Health Insurance Exchange); (3) Medicaid; (4) Medicare; (5) TRICARE; (6) Civilian Health and Medical Program of the Department of Veterans Affairs (CHAMPVA); or (7) other coverage that provides comprehensive health benefits (for example, health insurance purchased directly from an insurance company or health insurance provided through a student health plan). I.R.S. Notice 2020-29.

First Optional Section 7.3.: 7.3. Opt-Out Payment.

Unless otherwise determined by the Plan Sponsor prior to an enrollment period, a Participant who is eligible for this Component Plan but elects to (or is deemed to elect to) waive coverage for a Plan Year will be eligible to receive, as determined by the Plan Sponsor, either (i) a cash payment (taxable as wages) or (ii) Flex-Credits to apply toward other benefits available under the Plan for such Plan Year. The Plan Sponsor shall determine the amount of such payment or Flex-Credits for the Plan Year, which shall be made available on a consistent and nondiscriminatory basis.

Use this optional provision if the plan sponsor offers employees who decline employer health coverage a cash or flex-credit incentive.

Second Optional Section 7.3.: 7.3. Automatic Coverage Unless Participant Opts Out.

Section 4.3. of the Plan shall not apply to this Component Plan. A Participant who fails to make a timely valid election regarding this Component Plan for a Plan Year shall be deemed to have elected to participate in the Employer health plan for such Plan Year (with employee-only coverage in the least expensive coverage option) and to have his or her Compensation reduced to make the applicable Employee Contributions for such coverage.

Use this optional provision if the plan sponsor has automatic enrollment in the company health plan (subject to the employee’s opting out).

First Optional Article VIII Article VIII Vision Coverage and Premium Payment Plan 8.1. Vision Coverage Election.

Each Participant may elect, in accordance with procedures described in Section 4.2., to participate in the Employer vision plan for a Plan Year or to waive such coverage. 8.2. Pre-Tax Payment Feature.

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis For Participants who elect vision plan coverage under this Component Plan, the Employer shall reduce the Participant’s Compensation over the applicable Plan Year in an amount equal to the Participant’s share of the cost of the elected coverage (less any Flex-Credits applied) to make Elective Contributions of such amounts to pay for such coverage. By electing vision plan coverage, Participants agree to have their Compensation reduced to make these Elective Contributions. If the Participant’s participation in this Component Plan terminates during a Plan Year, Compensation reductions shall cease. It is the intention of the Plan that benefits provided under this Component Plan will be eligible for exclusion from the gross income of Participants under Code sections 105 and 106 and that the Elective Contributions (and any Flex- Credits) will be made on a pre-tax basis for federal tax purposes. 8.3. Vision Plan Benefits and Terms.

The types and amounts of benefits available under the Employer vision plan for a particular Plan Year, requirements regarding eligibility and participation, and other terms, conditions, and limitations of coverage and benefits shall be as set forth in the governing documents for such coverage (including the plan’s summary plan description). To the extent there is any irresolvable conflict between the terms of the vision plan and this Plan, the terms of the vision plan shall govern, unless otherwise required to comply with applicable law. All requests for payment or benefits and appeals of denied claims under the Employer vision plan are subject to the claim and review procedures set forth in the governing documents for that plan.

Include this portion of the plan if the company’s vision plan is offered as a separate component plan under the cafeteria plan.

Second Optional Article VIII Article VIII Dental Coverage and Premium Payment Plan 8.1. Dental Coverage Election.

Each Participant may elect, in accordance with procedures described in Section 4.2., to participate in the Employer dental plan for a Plan Year or to waive such coverage. 8.2. Pre-Tax Payment Feature.

For Participants who elect dental plan coverage under this Component Plan, the Employer shall reduce the Participant’s Compensation over the applicable Plan Year in an amount equal to the Participant’s share of the cost of the elected coverage (less any Flex-Credits applied) to make Elective Contributions under this Plan to pay for such coverage. By electing dental plan coverage, Participants agree to have their Compensation reduced to make the applicable Elective Contributions. If the Participant’s participation in this Component Plan terminates during a Plan Year, Compensation reductions shall cease. It is the intention of the Plan that benefits provided under this Component Plan will be eligible for exclusion from the gross income of Participants under Code sections 105 and 106 and that Elective Contributions will be made on a pre-tax basis for federal tax purposes. 8.3. Dental Plan Benefits and Terms.

The types and amounts of benefits available under the Employer dental plan for a particular Plan Year, requirements regarding eligibility and participation, and other terms, conditions, and limitations of coverage and benefits shall be as set forth in the governing documents for such coverage (including the plan’s summary plan description). To the extent there is any irresolvable conflict between the terms of the dental plan and this Plan, the terms of the dental plan shall govern, unless otherwise required to comply with applicable law. All requests for payment or benefits and appeals of denied claims under the Employer dental plan are subject to the claim and review procedures set forth in the governing documents for that plan.

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis Include this portion of the plan if the company’s dental plan is offered as a separate component plan under the cafeteria plan.

Third Optional Article VIII Article VIII Disability Insurance and Premium Payment Plan 8.1. Disability Coverage Election.

Each Participant may elect, in accordance with procedures described in Section 4.2., to participate in the Employer optional disability benefits for a Plan Year or to waive such coverage. 8.2. Pre-Tax Payment Feature.

For Participants who elect optional disability benefit coverage under this Component Plan, the Employer shall reduce the Participant’s Compensation over the applicable Plan Year in an amount equal to the Participant’s share of the cost of the elected coverage (less any Flex-Credits applied) to make Elective Contributions under this Plan to pay for such coverage. By electing optional disability benefit coverage, Participants agree to have their Compensation reduced to make these Elective Contributions. If the Participant’s participation in this Component Plan terminates during a Plan Year, Compensation reductions shall cease. It is the intention of the Plan that benefits provided under this Component Plan will be eligible for exclusion from the gross income of Participants under Code section 106 and that the Elective Contributions (and any Flex-Credits) will be made on a pre-tax basis for federal tax purposes. 8.3. Disability Plan Benefits and Terms.

The types and amounts of benefits available under the Employer disability plan for a particular Plan Year, requirements regarding eligibility and participation, and other terms, conditions, and limitations of coverage and benefits shall be as set forth in the governing documents for such coverage (including the plan’s summary plan description). To the extent there is any irresolvable conflict between the terms of the disability plan and this Plan, the terms of the disability plan shall govern, unless otherwise required to comply with applicable law. All requests for payment or benefits and appeals of denied claims under the Employer disability plan are subject to the claim and review procedures set forth in the governing documents for that plan.

Include this portion of the plan if the company offers disability benefits (or supplemental disability coverage) as a separate component plan under the cafeteria plan.

Fourth Optional Article VIII Article VIII Life Insurance and Premium Payment Plan 8.1. Life Insurance Coverage Election.

Each Participant may elect, in accordance with procedures described in Section 4.2., to participate in the Employer optional life insurance benefits for a Plan Year or to waive such coverage. 8.2. Pre-Tax Payment Feature.

For Participants who elect optional life insurance benefit coverage under this Component Plan, the Employer shall reduce the Participant’s Compensation over the applicable Plan Year in an amount equal to the Participant’s share of the cost of the elected coverage (less any Flex-Credits applied) to make Elective Contributions under this Plan to pay for such coverage. By electing optional life insurance benefit coverage, Participants agree to have their Compensation reduced to make these Elective Contributions. If the Participant’s participation in this Component Plan terminates during a Plan Year, Compensation reductions shall cease. It is the intention of the Plan that benefits provided under this Component Plan will be eligible for exclusion from the gross income of Participants under Code section 79 and that the Elective Contributions (and any Flex-Credits) will be made on a pre-tax basis for federal tax purposes.

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis Section 79 of the Internal Revenue Code allows employers to exclude from an employee’s income the cost of up to $50,000 of group-term life insurance on the employee. Under the proposed cafeteria plan regulations, an employer can also provide amounts in excess of this limit as a tax-efficient benefit. While the cost of any such excess coverage is includible in the employee’s income, the employee is able to exclude any cafeteria plan elective contributions or flex-credits applied toward the coverage (so long as the coverage does not confer a so-called permanent benefit (e.g., a paid-up or cash surrender value). If the employee also contributes after-tax money to the cost of excess coverage, the income inclusion is reduced, dollar for dollar. See Prop. Treas. Reg. § 1.125-1(k), 72 Fed. Reg. 43,951–43,952. Excess group-term life insurance coverage is subject to social security and Medicare taxes (but not unemployment tax), even when provided as a qualified benefit in a cafeteria plan. I.R.C. §§ 3121(a)(2)(C), 3306(b)(2)(C); Treas. Reg. § 31.3306(b)(2)-1. 8.3. Effect of Waiving Coverage.

If a Participant elects to (or is deemed to elect to) waive optional life insurance coverage for a Plan Year, no reduction in Compensation or Elective Contributions will occur with respect to such benefits for such Plan Year, subject to an authorized election change. 8.4. Failure to Make an Election.

A Participant who fails to make a timely valid election regarding this Component Plan for a Plan Year shall be deemed to have waived coverage for optional life insurance benefits for such Plan Year. 8.5. Life Insurance Plan Benefits and Terms.

The types and amounts of benefits available under the Employer life insurance plan for a particular Plan Year, requirements regarding eligibility and participation, and other terms, conditions, and limitations of coverage and benefits shall be as set forth in the governing documents for such coverage (including the plan’s summary plan description). To the extent there is any irresolvable conflict between the terms of the disability plan and this Plan, the terms of the life insurance plan shall govern, unless otherwise required to comply with applicable law. All requests for payment or benefits and appeals of denied claims under the Employer life insurance plan are subject to the claim and review procedures set forth in the governing documents for that plan.

Include this portion of the plan if the company offers any life insurance benefits (or supplemental life insurance coverage) as a separate component plan under the cafeteria plan.

Alternate Section 8.3.(a): (a) Amount Available for Reimbursement.

Subject to the Administrator’s claims processing procedures, reimbursements up to the total amount of the Participant’s Elective Contributions (including Flex-Credits, if any) elected for the Plan Year are available immediately upon commencement of the Plan Year (or commencement of the Participant’s coverage for the Plan Year, if later), whether or not the reimbursement results in a negative balance in the Participant’s Dependent Care Reimbursement Account. It is the responsibility of the Plan Sponsor to cover any shortfall at the time a claim is processed; provided that subsequent contributions under this Component Plan for the Plan Year shall be available to reimburse the Plan Sponsor for any funds advanced to cover such shortfall. In no event shall a claim be reimbursed to the extent that, when combined with all other such reimbursements for the Plan Year, the amount exceeds the limits described in Section 8.2.(a).

Alternate Section 8.3.(b): (b) Reimbursable Expenses; No Grace Period.

Only Eligible Dependent Care Expenses (as defined in Section 8.4.(d)) that are incurred during a Plan Year in which the Participant participates in this Component Plan are reimbursable under the Plan. Eligible

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis Dependent Care Expenses are deemed to be incurred at the time the services to which the expenses relate are rendered. Any unused balance in a Participant’s Dependent Care Expense Reimbursement Account that is not used to reimburse expenses incurred during the Plan Year will be forfeited as described in Section 8.3.(f). [Notwithstanding the foredoing, for the Plan Year that ends within calendar year 2020, there shall be a grace period that runs from the expiration of the Plan Year through December 31, 2020, during which Eligible Dependent Care Expenses may be incurred and reimbursed from any Dependent Care Expense Reimbursement Account balance for such Plan Year that remains available. Any such balance may only be used for that purpose (and may not be applied toward any other benefit available under the Plan) and will be forfeited to the extent not used by the end of the grace period.]

Optional Section 8.3.(g): (g) Former Participant Spend-Down.

Notwithstanding anything to the contrary in this Article VIII or Article X, if a Participant ceases to be a Plan Participant during a Plan Year in which he or she participates in the Dependent Care Reimbursement Plan and the Participant has a positive Dependent Care Reimbursement Account balance at such time, the former Participant may continue to receive reimbursements for expenses incurred after participation ceases that would qualify as Eligible Dependent Care Expenses if he or she were still a Participant under the same terms of the Plan as apply to active Participants for the applicable Plan Year.

Employers may provide for such spend-down relief in a cafeteria plan dependent care FSA to avoid a former participant’s having to forfeit contributions to his or her dependent care if they terminate employment or otherwise lose plan coverage. However, the expenses must meet the criteria for qualifying expenses, including the requirement that they are incurred to allow the individual to be gainfully employed. Prop. Treas. Reg. § 1.125-6(a)(4)(v), 72 Fed. Reg. 43,962.

First Alternate Section 9.3.(b): (b) Reimbursable Expenses; No Grace Period.

Only Eligible Medical Expenses (as defined in Section 9.4.) that are incurred during a Plan Year in which the Participant participates in this Component Plan are reimbursable under the Plan. Any unused balance in a Participant’s Medical Expense Reimbursement Account that is not used to reimburse expenses incurred during the Plan Year will be forfeited as described in Section 9.3.(f). [Notwithstanding the foredoing, for the Plan Year that ends within calendar year 2020, there shall be a grace period that runs from the expiration of the Plan Year through December 31, 2020, during which Eligible Medical Expenses may be incurred and reimbursed from any Medical Expense Reimbursement Account balance for such Plan Year that remains available. Any such balance may only be used for that purpose (and may not be applied toward any other benefit available under the Plan) and will be forfeited to the extent not used by the end of the grace period.]

Second Alternate Section 9.3.(b): (b) Reimbursable Expenses; No Grace Period.

Only Eligible Medical Expenses (as defined in Section 9.5.) that are incurred during a Plan Year in which the Participant participates in this Component Plan are reimbursable under the Plan. Any unused balance in a Participant’s Medical Expense Reimbursement Account that is not used to reimburse expenses incurred during the Plan Year will be forfeited, unless it is eligible for carryover, as described in Section 9.3.(f). [Notwithstanding the foredoing, for the Plan Year that ends within calendar year 2020, there shall be a grace period that runs from the expiration of the Plan Year through December 31, 2020, during which Eligible Medical Expenses may be incurred and reimbursed from any Medical Expense Reimbursement Account balance for such Plan Year that remains available. Any such balance may only be used for that purpose (and may not be applied toward any other benefit available under the Plan) and will be forfeited to the extent not used by the end of the grace period.]

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis Alternate Section 9.3.(f): (f) Forfeiture or Carryover of Unused Reimbursement Account Balance. (i)

Any remaining balance in a Medical Expense Reimbursement Account that is not used to reimburse Eligible Medical Expenses for a Plan Year (and any Elective Contributions or Flex-Credits relating to such amounts) shall be forfeited by the Participant, except to the extent it is carried over to the subsequent Plan Year, as provided below. Such forfeitures may be used to defray the reasonable expense of administering the Plan. (ii)

A Participant who has an unused balance in his or her Medical Expense Reimbursement Account at the end of a Plan Year (after the end of the claims period) and who elects to participate in this Component Plan for the subsequent Plan Year will have any amount of such unused balance up to the applicable IRS limit carried over to the Participant’s Medical Expense Reimbursement Account for the subsequent Plan Year, which carryover amount shall be available for the reimbursement of Eligible Medical Expenses incurred during such subsequent Plan Year. The IRS limit on carryovers is $500 or the indexed limit under I.R.S. Notice 2020-33 for carryovers to a Plan Year beginning in or after 2021 (determined as 20% of the contribution election limit under Code section 125(i) for the previous Plan Year). Any reminder in excess of the maximum carryover amount shall be forfeited as provided above. The maximum reimbursable amount set forth in Section 9.3.(a) for a Plan Year shall be increased by the amount of any carryover from a previous Plan Year. Reimbursements of all claims for expenses that are incurred in a Plan Year shall be treated as reimbursed first from unused amounts allocated for such Plan Year and, only after exhausting those amounts, as then reimbursed from any carryover amount from the preceding Plan Year. Any carried over amounts that are used to reimburse expenses incurred during the current Plan Year (i) reduce the amount available to reimburse expenses incurred during the prior Plan Year through the claims run-out period for that Plan Year, (ii) are counted against the permitted carryover amount, and (iii) cannot exceed the permitted carryover.

This language has been updated to reflect changes in I.R.S. Notice 2020-33 that allow for increased carryover amounts for health FSAs. For plan years that end as of the end of calendar year 2020 or later, the permissible carryover limit is indexed annually for inflation by making it a fixed percentage (20%) of the I.R.C. § 125(i) contribution limit applicable for that plan year. Thus, a 2020 calendar year health FSA account can carry over up to $550 of an unused balance to the 2021 plan year (20% of the $2,750 contribution limit). Prior to this change, the carryover limit was fixed at $500. For the new carryover limit rule to be effective for a plan year balance to carry over to the next year, the plan must be amended to apply the rule before the end of the plan year (and participants duly notified).

This carryover provision is conditioned on the participant electing health FSA coverage for the carryover year. This avoids a potential conflict facing a participant who has a carryover balance but intends to participate in a health savings account (HSA) in the subsequent plan year. The HSA rules prohibit making HSA contributions in any year in which the individual has health insurance coverage that is not a high- deductible health plan, but a health FSA (other than a limited purpose FSA only covering vision and dental costs) would count as such prohibited coverage. Thus, employees may not elect coverage under a health FSA for the same tax year that they contribute to an HSA. An alternative approach would be to allow the carryover even without re-enrolling for the health FSA, but to provide participants who want to establish an HSA an opportunity to decline the carryover of the unused health FSA balance prior to the end of the plan year. See I.R.S. CCA 201413005 (Mar. 28, 2014).

Note that the priority rules in this provision for allocating reimbursement amounts are specifically permitted by the IRS to simplify plan administration, but they could result in larger participant forfeitures in certain circumstances involving run-out claims.

Optional Section 9.3.(g):

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis (g) Qualified Reservist Distribution.

Notwithstanding anything to the contrary in this Article IX or Article X, the Administrator may permit, on a uniform and consistent basis consistent with IRS guidance, qualified reservists who are ordered or called to active duty for a period of no less than 180 days (or an indefinite period) to elect to receive a distribution of their unused Medical Expense Reimbursement Account balance. Such distribution shall be paid prior to the last date for submitting a claim for the Plan Year in which the order or call to duty occurs, and such amount shall be reported as wages for the year in which the distribution is made.

First Optional Article XI Article XI HSA Contribution Plan 11.1. HSA Contribution Plan.

The purpose of the HSA Contribution Plan is to provide Participants who are eligible to contribute to a health savings account (within the meaning of Code section 223(d)), established in connection with their enrollment in an Employer high-deductible health plan (hereinafter, an HSA), the opportunity to contribute to the HSA via Elective Contributions through Compensation reduction (and, if applicable, Flex-Credits) on a pre-tax basis. 11.2. HSA Contribution Plan Election.

Each Participant may elect, in accordance with procedures described in Section 4.2. and this Article, to participate in the HSA Contribution Plan for a Plan Year or not to participate. A Participant who elects to participate in the Medical Expense Reimbursement Plan for a Plan Year may not elect this Component Plan for any Plan Year that overlaps such taxable year. (a) Contribution Elections.

A Participant electing to enroll in this Component Plan must select an amount of Elective Contributions (and/or Flex-Credits, if applicable) to be made to the Participant’s HSA for the reimbursement of Eligible Medical Expenses for the Plan Year. The total amount of Elective Contributions and Flex-Credits for the Plan Year may not exceed the annual limitation set by the IRS pursuant to Code section 223(b) or any lesser limit established by the Administrator. (b) Compensation Reduction.

The Employer shall reduce the Participant’s Compensation over the applicable Plan Year in a total amount equal to the Participant’s Elective Contributions and transfer such amounts (and the amount of any Flex- Credits, if applicable) to the Participant’s HSA. By electing to participate in this benefit, Participants agree to have their Compensation reduced to make the applicable Elective Contributions. Compensation reductions shall be applied in substantially equal amounts over each payroll period during the Plan Year, unless the Administrator implements in advance of the enrollment period for a Plan Year an alternative schedule or procedure to be applied in a uniform and consistent manner for all Participants and duly informs Eligible Employees. If the Participant’s participation in this Component Plan terminates during a Plan Year, Compensation reductions shall cease. (c) Elective Contribution Election Changes.

Notwithstanding anything to the contrary in this Plan, the Administrator will provide Participants participating in this Component Plan the opportunity to change the amount of Elective Contributions made to the HSA prospectively during the applicable Plan Year (within the statutory or plan limitation) on a periodic basis that is no less frequent than monthly. Contribution changes will only apply for Elective Contributions that have not yet been made to the HSA at the time the election change is implemented. No changes are permitted with respect to Flex-Credits applied to the HSA. 11.3. Eligibility Requirements.

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis The Administrator may establish reasonable procedures to ensure that Participants electing this Component Plan are eligible to maintain and contribute to an HSA. Participation is conditioned on the Administrator’s determination of eligibility. A Participant’s eligibility for this Component Plan is determined on a month-by-month basis. 11.4. HSAs Are Not Employer ERISA Plans.

HSAs are not established or maintained by the Plan Sponsor (or any of its affiliates) on behalf of any Participant. A Participant’s decision to establish an HSA is completely voluntary. No HSA established by a Participant, whether or not in connection with an Employer health plan, is intended to be an “employee welfare benefit plan” for purposes of Title I of ERISA.

For information on HSAs, see Health Savings Account Design and Compliance. For guidance on how to coordinate HSAs with health FSA grace periods, see I.R.S. Notice 2005-86.

Second Optional Article XI Article XI Supplemental Paid Time Off Plan 11.1. Supplemental Paid Time Off Benefits.

The purpose of the Supplemental Paid Time Off Plan is to provide Participants with the opportunity to purchase, through Compensation reduction under the Plan on an after-tax basis, paid time off available for use during the Plan Year in excess of the Participant’s allocation of hours of paid time off under the Employer’s applicable leave policies. 11.2. Supplemental Paid Time Off Election.

Each Participant may elect, in accordance with procedures described in Section 4.2. and this Section, to participate in the Supplemental Paid Time off Benefit for a Plan Year or not to participate. (a) Contribution Elections.

A Participant electing to enroll in this Component Plan must select the number of hours of supplemental paid time off to be made available to the Participant during the Plan Year, subject to a maximum number of hours to be established by the Administrator for each Plan Year. A corresponding amount of the Participant’s Compensation based on the Participant’s regular pay rate shall be reduced to fund Elective Contributions to be applied toward the benefit. If applicable, Compensation reduction and Elective Contribution amounts will be reduced dollar for dollar by any Flex-Credits applied toward the benefit. Flex- Credits applied toward the benefit are included in the Participant’s gross income. (b) Compensation Reduction.

The Employer shall reduce the Participant’s Compensation over the applicable Plan Year in a total amount equal to the Participant’s Elective Contributions. By electing to participate in this benefit, Participants agree to have their Compensation reduced to make the applicable Elective Contributions. Compensation reductions shall be applied in substantially equal amounts over each payroll period during the Plan Year, unless the Administrator implements in advance of the enrollment period for a Plan Year an alternative schedule or procedure to be applied in a uniform and consistent manner for all Participants and duly informs Eligible Employees. If the Participant’s participation in this Component Plan terminates during a Plan Year, Compensation reductions shall cease. Compensation amounts reduced for Elective Contributions are included in the Participant’s taxable wages. 11.3. Ordering Rule for Paid Time Off.

Paid time off granted to any Participant in this Component Plan for a Plan Year shall first be allocated to nonelective paid time off under the Employer’s leave policies and then, upon exhaustion of the Participant’s allotment of such leave, to the additional hours of paid time off under this Component Plan.

| About LexisNexis | Privacy Policy | Terms & Conditions | Copyright © 2020 LexisNexis This ordering rule is required under the proposed cafeteria plan regulations. Prop. Treas. Reg. § 1.125- 1(o)(4)(ii), 72 Fed. Reg. 43,953. 11.4. Unused Supplemental Paid Time Off.

Supplemental paid time off purchased under this Component Plan must be taken during the applicable Plan Year. If the Participant fails to use all of the supplemental paid time off selected for the Plan Year, the remainder will be forfeited, and the Participant will not be entitled to receive any payment or other benefit with respect to such forfeited amount.

The plan must set forth what happens to unused elective paid time off. This language provides for forfeiture of the unused time with no compensation to the participant. Alternatively, a plan can cash out unused elective paid time off, but the plan must provide that the payment will occur on or before the last day of the plan year. Prop. Treas. Reg. § 1.125-1(o)(4)(iii), 72 Fed. Reg. 43,953. 11.5. Terms and Conditions for Leave.

The grant of any request to use supplemental paid time off shall be subject to such additional terms and conditions as the Plan Sponsor or Administrator, or a Participant’s Employer, may impose from time to time on a consistent and nondiscriminatory basis.

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