Exhibit B5 - Base Plan Agreement.pdf

DOCUMENT AGILITY, INC. PRE-APPROVED DEFINED CONTRIBUTION

GOVERNMENTAL 401(a) PLAN

Basic Plan Document No. 17 i

TABLE OF CONTENTS

PREAMBLE

ARTICLE I DEFINITIONS and interpretations

1.1 Plan Definitions

1.2 Interpretation

ARTICLE II SERVICE

2.1 Special Definitions

2.2 Crediting of Hours of Service

2.3 Limitations on Crediting of Hours of Service

2.4 Hours of Service Equivalencies

2.5 Crediting of Continuous Service

2.6 Eligibility Service

2.7 Vesting Service

2.8 Exclusion of Vesting Service Completed Following Reemployment for Determining Vested

Interest in Prior Accrued Benefit

ARTICLE III ELIGIBILITY

3.1 Eligibility

3.2 Reemployment

3.3 Notification Concerning New Eligible Employees

3.4 Effect and Duration

3.5 Election Not to Participate

ARTICLE IV PICK-UP CONTRIBUTIONS AND 401(k) CONTRIBUTIONS

4.1 Pick-Up Contributions

4.2 Elections Regarding Pick-Up Contributions

4.3 Delivery of Pick-Up Contributions

4.4 401(k) Contributions

4.5 Roth 401(k) Contributions

4.6 Special Bonus/Commissions Election

4.7 True-Up 401(k) Contributions

4.8 Combined Limit on 401(k) and After-Tax Contributions

4.9 Catch-Up 401(k) Contributions

4.10 Amendments to Reduction Authorization

4.11 Suspension of 401(k) Contributions

4.12 Resumption of 401(k) Contributions

4.13 Automatic Contribution Arrangement (ACA)

4.14 Automatic Escalation Provisions

4.15 Notice of ACA or Automatic Escalation Provision

4.16 Affirmative Elections under ACA or Automatic Escalation Provisions

4.17 Contributions Limited to Effectively Available Compensation

4.18 Delivery of 401(k) Contributions

4.19 Vesting of Pick-Up and 401(k) Contributions

ARTICLE V AFTER-TAX AND ROLLOVER CONTRIBUTIONS

5.1 After-Tax Contributions

5.2 Combined Limit on 401(k) and After-Tax Contributions

5.3 Amendments to Payroll Withholding Authorization

5.4 Suspension of After-Tax Contributions by Payroll Withholding ii

5.5 Resumption of After-Tax Contributions by Payroll Withholding

5.6 Delivery of After-Tax Contributions

5.7 Prior/Transferred After-Tax Contributions

5.8 Separate Accounting for After-Tax Contributions

5.9 Rollover Contributions

5.10 Roth In-Plan Rollover Contributions

5.11 Special Rules Applicable to Designated Roth Rollover Contribution or In-Plan Roth Rollover

Contribution

5.12 Separate Accounting for After-Tax Rollover Contributions, Designated Roth Rollover

Contributions, and In-Plan Roth Rollover Contributions

5.13 Vesting of After-Tax and Rollover Contributions

5.14 Allocation of After-Tax and Pre-Tax Amounts for Rollover Purposes

ARTICLE VI EMPLOYER CONTRIBUTIONS

6.1 Contribution Period

6.2 Amount and Allocation of Nonelective Contributions

6.3 Amount and Allocation of Additional Nonelective Contributions

6.4 Regular Matching Contributions

6.5 Additional Discretionary Matching Contributions

6.6 True-Up Matching Contributions

6.7 Payment of Employer Contributions

6.8 Allocation Requirements

6.9 Vesting of Employer Contributions

6.10 Forfeitures to Reduce Employer Contributions

ARTICLE VII LIMITATIONS ON CONTRIBUTIONS

7.1 Definitions

7.2 Code Section 402(g) Limit

7.3 Distribution of "Excess Deferrals"

7.4 Treatment of Forfeited Matching Contributions

7.5 Determination of Income or Loss

7.6 Code Section 415 Limitations on Crediting of Contributions and Forfeitures

7.7 Application of Code Section 415 Limitations Where Participant is Covered Under Other

Qualified Defined Contribution Plan

7.8 Scope of Limitations

ARTICLE VIII FUNDS AND ACCOUNTS

8.1 General Fund

8.2 Investment Funds

8.3 Loan Investment Fund

8.4 Income on Plan Assets

8.5 Accounts

8.6 Sub-Accounts

ARTICLE IX LIFE INSURANCE CONTRACTS

9.1 No Life Insurance Contracts

ARTICLE X DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

10.1 Future Contribution Investment Elections

10.2 Deposit of Contributions

10.3 Election to Transfer Between Funds

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ARTICLE XI CREDITING AND VALUING ACCOUNTS

11.1 Crediting Accounts

11.2 Valuing Accounts

11.3 Plan Valuation Procedures

11.4 Unit Accounting Permitted

11.5 Finality of Determinations

11.6 Notification

ARTICLE XII LOANS

12.1 Application for Loan

12.2 Collateral for Loan

12.3 Reduction of Account Upon Distribution

12.4 Requirements to Prevent a Taxable Distribution

12.5 Administration of Loan Investment Fund

12.6 Default

12.7 Deemed Distribution Under Code Section 72(p)

12.8 Treatment of Outstanding Balance of Loan Deemed Distributed Under Code Section 72(p)

12.9 Prior Loans

ARTICLE XIII WITHDRAWALS WHILE EMPLOYED

13.1 Non-Hardship In-Service Withdrawals

13.2 Withdrawal of 401(k) Contributions Upon Deemed Severance from Employment Due to Qualified

Military Service

13.3 Qualified Reservist Withdrawals of 401(k) Contributions

13.4 Overall Limitations on Non-Hardship In-Service Withdrawals

13.5 Hardship Withdrawals

13.6 Hardship Determination

13.7 Satisfaction of Necessity Requirement for Hardship Withdrawals

13.8 Conditions and Limitations on Hardship Withdrawals

13.9 Order of Withdrawal from a Participant's Sub-Accounts

13.10 Permissible Withdrawals under Eligible Automatic Contribution Arrangement

ARTICLE XIV TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

14.1 Termination of Employment and Settlement Date

14.2 Separate Accounting for Non-Vested Amounts

14.3 Disposition of Non-Vested Amounts

14.4 Treatment of Forfeited Amounts

14.5 Recrediting of Forfeited Amounts

ARTICLE XV DISTRIBUTIONS

15.1 Distributions to Participants

15.2 Special In-Service Distributions

15.3 Partial Distributions

15.4 Distributions to Beneficiaries

15.5 Code Section 401(a)(9) Requirements

15.6 Cash Outs

15.7 Required Commencement of Distribution

15.8 Reemployment of a Participant

15.9 Restrictions on Alienation

15.10 Facility of Payment

15.11 Inability to Locate Payee

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15.12 Distribution Pursuant to Domestic Relations Orders

15.13 Qualified Distributions for Retired Public Safety Officers

ARTICLE XVI FORM OF PAYMENT

16.1 Form of Payment

16.2 Minimum Required Distributions

16.3 Change of Election

16.4 Direct Rollover

16.5 Reemployment

ARTICLE XVII BENEFICIARIES

17.1 Designation of Beneficiary

17.2 Revocation of Beneficiary Designation Upon Divorce

ARTICLE XVIII ADMINISTRATION

18.1 Authority of the Employer

18.2 Discretionary Authority

18.3 Action of the Employer

18.4 Claims Under the Plan

18.5 Exhaustion of Remedies

18.6 Grounds for Judicial Review

18.7 Qualified Domestic Relations Orders

18.8 Indemnification

18.9 Actions Binding

ARTICLE XIX AMENDMENT AND TERMINATION

19.1 Amendment by the Employer

19.2 Amendment by Mass Submitter

19.3 Amendment by Provider

19.4 Limitation on Amendment

19.5 Termination

19.6 Effect of Failure to Qualify Under Code

ARTICLE XX ADOPTION BY OTHER ENTITIES

20.1 No Adoption

ARTICLE XXI MISCELLANEOUS PROVISIONS

21.1 No Commitment as to Employment

21.2 Benefits

21.3 No Guarantees

21.4 Expenses

21.5 Precedent

21.6 Duty to Furnish Information

21.7 Condition on Employer Contributions

21.8 Return of Contributions to the Employer

21.9 Validity of Plan

21.10 Funding Agreement

21.11 Parties Bound

21.12 Application of Certain Plan Provisions

21.13 Special Rules Applicable to Participants Absent Due to Military Service

21.14 Delivery of Cash Amounts

21.15 Written Communications

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21.16 Transferred Funds

21.17 Plan Correction Procedures

21.18 Disaster Relief Policy

21.19 Adoption Agreement Parameters

21.20 Loss of Pre-Approved Plan Status

PREAMBLE

This is a Pre-Approved Defined Contribution Governmental 401(a) Plan filed and approved under the guidelines of

Revenue Procedure 2017-41, as may be amended. The Provider of this Plan is Document Agility, Inc., or its successor. The Provider has designated this Plan as Basic Plan Document No. 17. It is intended to qualify under

Code Section 401(a) as a governmental plan under Code Section 414(d).

It is contemplated that this Pre-Approved Defined Contribution Governmental 401(a) Plan may be used to continue previously established plans. In this successor plan use, execution of an Adoption Agreement constitutes an amendment to the original plan.

ARTICLE I

DEFINITIONS AND INTERPRETATIONS

1.1 Plan Definitions

As used herein, the following words and phrases, when they appear with initial letters capitalized as indicated below, have the meanings hereinafter set forth:

(a) An "ACA" means an automatic contribution arrangement under which 401(k) Contributions are automatically withheld from an Eligible Employee's Compensation unless the Eligible Employee affirmatively elects otherwise.

(b) An "Account" means the account maintained in the name of a Participant that reflects his interest in the

Funding Arrangement and any Sub-Accounts maintained thereunder, as provided in Article VIII.

(c) An "Additional Discretionary Matching Contribution" means any Matching Contribution made to the

Plan at the Employer's discretion in addition to the Employer's Regular Matching Contribution as provided in the Adoption Agreement, other than a True-Up Matching Contribution.

(d) The "Administrator" means the Employer unless the Employer designates in the Adoption Agreement another person or persons to act as such. The Employer may designate different persons to act as its delegate in performing different functions of the Administrator.

(e) The "Adoption Agreement" means the separate agreement executed by the Employer under which the

Employer elects the optional provisions that apply under the Plan. The Adoption Agreement may also describe certain mandatory Plan provisions, provisions that apply under the Plan without the Employer electing them. A feature is "provided" under the Adoption Agreement if either (1) it is an optional provision and is elected by the Employer or (2) it is a mandatory Plan provision described in the Adoption

Agreement. The provisions of the Adoption Agreement are an integral part of the Plan.

(f) An "After-Tax Contribution" means any after-tax employee contribution made by a Participant to the

Plan as may be permitted under the Adoption Agreement or as may have been permitted under the terms of the Plan prior to this amendment and restatement or any after-tax employee contribution made by a

Participant to another plan that is transferred directly to the Plan.

(g) An "After-Tax Rollover Contribution" means any portion of a Participant's Rollover Contribution that is attributable to after-tax employee contributions.

(h) The "Basic Plan Document or BPD" means this Pre-Approved Defined Contribution Governmental

401(a) Plan document qualified with the Internal Revenue Service as Base Plan Document No. 17.

(i) The "Beneficiary" of a Participant means the person or persons entitled under the provisions of the Plan to receive distribution hereunder in the event the Participant dies before receiving distribution of his entire interest under the Plan.

(j) A Participant's "Benefit Payment Date" means (i) if payment is made through the purchase of an annuity, the first day of the first period for which the annuity is payable or (ii) if payment is made in any other form, the first day on which all events have occurred which entitle the Participant to receive payment of his benefit.

(k) A "Break in Eligibility Service" means the following:

(1) If Eligibility Service is credited on an Hours of Service basis, as provided in the Adoption

Agreement, any "eligibility computation period" (as described in Section 2.1) during which an

Employee completes no more than (1) if 1,000 Hours of Service is required for a year of

Eligibility Service, 500 Hours of Service or (2) if fewer than 1,000 Hours of Service is required for a year of Eligibility Service, 1/2 the number of Hours of Service required for a year of

Eligibility Service. Notwithstanding the foregoing, no Employee shall incur a Break in Eligibility

Service solely by reason of temporary absence from work not exceeding 12 months resulting from illness, layoff, or other cause if authorized in advance by the Employer pursuant to its uniform leave policy, if his employment shall not otherwise be terminated during the period of such absence.

(2) If Eligibility Service is credited on an elapsed time basis, as provided in the Adoption Agreement, a 12-consecutive-month period beginning on a person's Severance Date or any anniversary thereof during which the person is not credited with an Hour of Service, as defined in Section 2.2(a).

Notwithstanding the foregoing, the following special rules apply in determining whether a person who is on a leave of absence has incurred a Break in Eligibility Service:

(A) If the person is absent because of a Maternity/Paternity Absence beyond the first anniversary of his Severance Date, the 12-consecutive month period beginning on his

Severance Date shall not constitute a Break in Eligibility Service.

(B) If the person is absent because of an "FMLA leave", and returns to employment with the

Employer following such "FMLA leave", he shall not incur a Break in Eligibility Service for any 12-consecutive-month period beginning on his Severance Date or anniversaries thereof in which he is absent because of "FMLA leave". An "FMLA leave" means an approved leave of absence pursuant to the Family and Medical Leave Act of 1993.

(l) A "Break in Vesting Service" means the following:

(1) If Vesting Service is credited on an Hours of Service basis, as provided in the Adoption

Agreement, any "vesting computation period" (as defined in the Adoption Agreement) during which an Employee completes no more than (1) if 1,000 Hours of Service is required for a year of

Vesting Service, 500 Hours of Service or (2) if fewer than 1,000 Hours of Service is required for a year of Vesting Service, 1/2 the number of Hours of Service required for a year of Vesting

Service. Notwithstanding the foregoing, no Employee shall incur a Break in Vesting Service solely by reason of temporary absence from work not exceeding 12 months resulting from illness, layoff, or other cause if authorized in advance by the Employer pursuant to its uniform leave policy, if his employment shall not otherwise be terminated during the period of such absence.

(2) If Vesting Service is credited on an elapsed time basis, as provided in the Adoption Agreement, a

12-consecutive-month period beginning on a person's Severance Date or any anniversary thereof during which the person is not credited with an Hour of Service, as defined in Section 2.2(a).

Notwithstanding the foregoing, the following special rules apply in determining whether a person who is on a leave of absence has incurred a Break in Vesting Service:

(A) If the person is absent because of a Maternity/Paternity Absence beyond the first anniversary of his Severance Date, the 12-consecutive month period beginning on his

Severance Date shall not constitute a Break in Vesting Service.

(B) If the person is absent because of an "FMLA leave", and returns to employment with the

Employer following such "FMLA leave", he shall not incur a Break in Vesting Service for any 12-consecutive-month period beginning on his Severance Date or anniversaries thereof in which he is absent because of "FMLA leave". An "FMLA leave" means an approved leave of absence pursuant to the Family and Medical Leave Act of 1993.

(m) A "Catch-Up 401(k) Contribution" means any 401(k) Contribution made to the Plan pursuant to Section

4.4 that is in excess of an applicable Plan limit and is made pursuant to, and is intended to comply with, Code Section 414(v). Catch-Up 401(k) Contributions may include Pre-Tax 401(k) Contributions and/or

Roth 401(k) Contributions.

(n) The "Code" means the Internal Revenue Code of 1986, as amended from time to time. Reference to a Code section includes such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

(o) The "Compensation" of a Participant for purposes of determining the amount and allocation of each contribution source under the Plan means Compensation as defined for such contribution source in the

Adoption Agreement, including those amounts, if any, designated for such contribution source in the

Adoption Agreement and excluding those amounts, if any, designated for such contribution source in the

Adoption Agreement.

As provided in the Adoption Agreement, the following definitions of Compensation have the following meanings:

(1) W-2 Compensation. A Participant's wages as defined in Code Section 3401(a), determined without regard to any rules that limit compensation included in wages based on the nature or location of the employment or services performed, and all other payments made to him for services as a

Covered Employee for which his Employer is required to furnish the Participant a written statement under Code Sections 6041(d), 6051(a)(3), and 6052 (commonly referred to as W-2 earnings).

(2) W-2 Compensation less moving expenses only. A Participant's wages as defined in Code Section

3401(a), determined without regard to any rules that limit compensation included in wages based on the nature or location of the employment or services performed, and all other payments made to him for services as a Covered Employee for which his Employer is required to furnish the

Participant a written statement under Code Sections 6041(d), 6051(a)(3), and 6052 (commonly referred to as W-2 earnings), excluding moving expenses.

(3) Withholding Compensation. A Participant's wages as defined in Code Section 3401(a), paid to him for services as a Covered Employee that would be used for purposes of income tax withholding at the source, determined without regard to any rules that limit compensation included in wages based on the nature or location of the employment or services performed.

(4) General Section 415 Compensation. A Participant's general Section 415 Compensation includes (i) his wages, salaries, fees for professional service, and all other amounts received (without regard to whether such amounts are paid in cash) for personal services actually rendered in the course of employment with an Employer paid to him for services as a Covered Employee, to the extent the amounts are includible in gross income (or would have been received and includable in gross income but for the Participant's election, or deemed election, under Code Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b)), including, but not limited to, commissions paid to salesperson, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan described in Treasury Regulations Section 1.62-2(c), (ii) in case of a Participant who is an employee within the meaning of Code Section 401(c)(1), the

Participant's earned income, as described in Code Section 401(c)(2) and regulations issued thereunder, (iii) amounts described in Code Section 104(a)(3), 105(a), or 105(h), but only to the extent such amounts are includible in the gross income of the Participant, (iv) amounts paid or reimbursed by the Employer for moving expenses incurred by the Participant, but only to the extent it is reasonable to believe the amounts are not deductible by the Participant under Code

Section 217, (v) the value of a non-statutory option (an option other than a statutory option, as defined in Treasury Regulations Section 1.421-1(b)) granted to the Participant by the Employer, but only to the extent that the value of the option is includible in the gross income of the

Participant for the taxable year in which granted, (vi) amounts includible in the gross income of the Participant upon making an election described in Code Section 83(b), and (vii) amounts that are includible in the gross income of the Participant under the rules of Code Section 409A or

457(f)(1)(A) or because the amounts are constructively received by the Participant. General

Section 415 Compensation excludes (A) contributions (other than elective contributions described in Code Section 402(e)(3), 408(k)(6), 408(p)(2)(A)(i), or 457(b)) made by the Participant's

Employer to a plan of deferred compensation (including a simplified employee pension described in Code Section 408(k) or a simple retirement account described in Code Section 408(p)), whether or not qualified, to the extent that, before application of the limitations of Code Section 415 to such plan, the contributions are not includible in the gross income of the Participant for the taxable year in which contributed, (B) any distributions from a plan of deferred compensation, whether or not qualified, (except amounts received pursuant to an unfunded non-qualified plan in the year such amounts are includible in the gross income of the Participant), (C) amounts realized from the exercise of a non-qualified option or when restricted stock or other property held by the

Participant either becomes freely transferable or is no longer subject to substantial risk of forfeiture, (D) amounts received from the sale, exchange or other disposition of stock acquired under a qualified stock option, (E) any other amounts that receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the Participant and are not salary reduction amounts that are described in

Code Section 125), and (F) other items that are similar to the items listed in (A) through (E) above. For purposes of Code Section 415(c)(3), Compensation shall include amounts paid to a member of an Indian tribe directly or through a qualified Indian entity (within the meaning of

Code Section 7873(b)(3)) for services performed in a fishing rights-related activity (as defined in

Code Section 7873(b)(1)) of the tribe, even though these amounts are exempt from income and employment taxes as a result of Code Section 7873(a)(1) and (a)(2).

(5) Modified Section 415 Compensation. A Participant's modified Section 415 Compensation includes his wages, salaries, fees for professional service, and all other amounts received for personal services actually rendered in the course of employment with an Employer-paid to him for services as a Covered Employee. Modified Section 415 Compensation excludes (i) contributions (other than elective contributions described in Code Section 402(e)(3), 408(k)(6), 408(p)(2)(A)(i), or

457(b)) made by the Participant's Employer to a plan of deferred compensation (including a simplified employee pension described in Code Section 408(k) or a simple retirement account described in Code Section 408(p)), whether or not qualified, to the extent that, before application of the limitations of Code Section 415 to such plan, the contributions are not includible in the gross income of the Participant for the taxable year in which contributed, (ii) any distributions from a plan of deferred compensation, whether or not qualified, (except amounts received pursuant to an unfunded non-qualified plan in the year such amounts are includible in the gross income of the Participant), (iii) amounts realized from the exercise of a non-qualified option or when restricted stock or other property held by the Participant either becomes freely transferable or is no longer subject to substantial risk of forfeiture, (iv) amounts received from the sale, exchange or other disposition of stock acquired under a qualified stock option, (v) any other amounts that receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the Participant and are not salary reduction amounts that are described in Code Section 125), and (vi) other items that are similar to the items listed in (i) through (v) above.

(6) Base Pay. A Participant's base pay means his base wages received for personal services actually rendered in the course of employment with an Employer as a Covered Employee, excluding bonuses, overtime, shift differential, and any other special compensation.

(7) Total Compensation excluding non-cash compensation. A Participant's total compensation excluding non-cash compensation means his wages, salaries, fees for professional service, and all other amounts received for personal services actually rendered in the course of employment with an Employer as a Covered Employee, except any such amounts that are not paid to the Participant in cash. For this purpose, an amount that would have been payable to the Participant in cash, but which is not paid because of the Participant's election under Code Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b), is treated as having been paid to the Participant in cash.

(8) Regular Rate of Pay. A Participant's regular rate of pay for any period means the Participant's basic or regular rate of pay for such period for services as a Covered Employee, based on the hourly pay scale, weekly salary, or similar unit of base or regular pay applicable to such

Participant.

Unless otherwise provided in the Adoption Agreement, a Participant's Compensation includes the following:

(9) any eligible amount that would have been received and included in the Participant's taxable gross income but for the Participant's election under Code Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b);

(10) amounts paid to the Participant after his severance from employment (as defined in Treasury

Regulations Section 1.401(k)-1(d)(2), for plans that include a cash or deferred arrangement or as defined in Treasury Regulations Section 1.415(a)-1(f)(5), for plans that do not include a cash or deferred arrangement), but before (1) the end of the "limitation year" in which the Participant's severance from employment occurs or (2) within 2 1/2 months of such severance from employment, whichever is later, provided such amounts would have been paid to the Participant in the course of employment and are regular compensation for services by the Participant or commissions, bonuses or other similar compensation, but only to the extent such amounts would have been included in the Participant's Compensation if his employment had continued;

(11) if the Participant is absent from employment as a Covered Employee to perform service in the uniformed services (as defined in Chapter 43 of Title 38 of the United States Code), his

Compensation will include any "military differential pay," as defined hereunder, he receives or is entitled to receive from his Employer. For purposes of this paragraph, "military differential pay" means any payment made to the Participant by the Employer after December 31, 2008, with respect to a period during which the Participant is performing service in the uniformed services while on active duty for a period of more than 30 days that represents all or a portion of the wages the Participant would have received if he had continued employment with the Employer as a

Covered Employee.

In determining Compensation for all purposes other than Elective Deferral purposes under Code Section

402(g), a Participant’s Compensation for the Plan Year will not exceed $200,000, as adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the Plan Year that begins with or within such calendar year. If Compensation for any prior determination period is used in determining a Participant's Plan allocations for the current Plan Year, then the annual Compensation for such prior determination period is subject to the annual Compensation limit in effect for that prior determination period. If a Plan Year is less than 12 consecutive months, the annual Compensation limit will be prorated by multiplying it by a fraction, the numerator of which is the number of months in the short Plan Year and the denominator of which is 12.

In addition, if a Contribution Period is a period that is less than the Plan Year, the Employer may elect to prorate a Participant's Compensation for the Contribution Period by multiplying the annual Compensation limit by a fraction, the numerator of which is the number of days, weeks or months in the Contribution

Period, and the denominator of which is the number of days, weeks or months in the Plan Year.

(p) A "Contribution Period" means the computation period specified in Article VI on which Employer

Contributions shall be determined.

(q) A "Covered Employee" means any Employee of an Employer who is in a class of Employees eligible to participate in the Plan, as provided in the Adoption Agreement.

Regardless of the elections in the Adoption Agreement, any individual who has executed a contract, letter of agreement, or other document acknowledging his status as an independent contractor not entitled to benefits under the Plan or any other individual who performs services for an Employer who is otherwise not classified by the Employer as an Employee and with respect to whom the Employer does not withhold income taxes and file Form W-2 (or any replacement Form) with the Internal Revenue Service, shall be excluded from the class of Employees eligible to participate in the Plan even if such individual is later adjudicated to be an Employee of the Employer unless and until the Employer extends coverage on a prospective basis to such individual.

(r) A "Designated Roth Rollover Contribution" means any portion of a Participant's Rollover Contribution that is made by a direct rollover to the Plan and is attributable to designated Roth contributions, as described in Code Section 402A. Designated Roth Rollover Contributions do not include In-Plan Roth

Rollover Contributions.

(s) The term "Disabled" means a Participant can no longer continue in the service of his employer because of a mental or physical condition that is likely to result in death or is expected to be of long-continued or indefinite duration. A Participant shall be considered Disabled only if he meets the criteria specified in the

Adoption Agreement.

(t) A Participant's "Domestic Partner" means the person with whom a Participant maintains a domestic partnership, as determined by the Administrator. The Administrator shall determine that a Participant maintains a domestic partnership with a person if all of the following requirements are met:

(1) the Participant and the Participant's partner (i) maintain an intimate, committed relationship of mutual caring, (ii) share the same principal residence, (iii) agree to be responsible for each other's basic living expenses during the period of the relationship, and (iv) are not so closely related by blood that a legal marriage between them would otherwise be prohibited solely by reason of such blood relationship

(2) neither the Participant nor the Participant's partner is married to a third party

(3) the Participant has filed written notice with the Administrator, which the Participant has not subsequently withdrawn or revoked, identifying the person as his or her Domestic Partner

(4) the Participant and the Participant's partner have complied with all requirements, if any, imposed by the political subdivision in which they are resident, for recognition of domestic partner status

(such as declaration or registration requirements, duration of relationship requirements, cohabitation requirements, requirements relating to conduct of financial or contractual obligations, etc.)

(5) the Participant's partner does not deny his or her status as the Participant's Domestic Partner or claim to be the domestic partner of, Spouse of, or subject to a civil union with any third person.

Any written statement provided by the Participant to the Administrator identifying an individual as his

Domestic Partner, other than any such declaration that has subsequently been withdrawn, shall create a rebuttable presumption consistent with such declaration. The Administrator may rely on such presumption unless and until a claimant presents contrary evidence to the Administrator that the Administrator determines is clear and sufficient to rebut such presumption. The Administrator shall have no responsibility to inquire into the accuracy, veracity, or authenticity of any such declaration or to ascertain whether the

Participant and the Participant's partner have complied with all the requirements of the political subdivision in which they reside, it being the burden of any contrary claimant to disprove such compliance.

For those purposes specifically identified in the Plan, a Participant's Domestic Partner shall be treated the same as a Participant's Spouse.

(u) An "EACA" means an automatic contribution arrangement that satisfies the requirements of Code Section

414(w)(3) to be an eligible automatic contribution arrangement.

(v) The "Early Retirement Date" of an Employee means the date he satisfies the requirements specified by the Plan Sponsor in the Adoption Agreement, if any. If a Participant separates from service before satisfying the age requirement for early retirement, but has satisfied the service requirement, the participant will be entitled to elect an early retirement benefit upon satisfaction of such age requirement.

(w) The "Eligibility Service" of an Employee means the period or periods of service credited to him under the provisions of Article II for purposes of determining his eligibility to participate in the Plan as may be required under Article III.

(x) An "Eligible Employee" means any Covered Employee who has met the eligibility requirements of Article

III to participate in the Plan; provided, however, that, if the Adoption Agreement permits waivers of participation, any Covered Employee who has made an election not to participate in the Plan for a particular Plan Year, shall not be considered an Eligible Employee for those Plan purposes specified in the

Adoption Agreement for the Plan Year(s) in which his election is in effect.

(y) An "Employee" means any common law employee of the Employer; any Leased Employee (as required under Code Section 414(n)); any individual treated as an employee of an Employer under Code Section

414(o); and any individual classified as an independent contractor if such individual is then or thereafter held to be a common-law employee of the Employer for any other purpose by any governmental authority, including, without limitation, the Internal Revenue Service, the Department of Labor or a court of competent jurisdiction; any individual receiving military differential wage payments from the Employer;

and any other individual considered an Employee of the Employer under Code Section 3121(b) and (d).

(z) The "Employer" means the employer named in the Adoption Agreement and any successor who by merger, consolidation, or otherwise assumes the obligations of the Plan.

(aa) An "Employer Contribution" means any amount that the Employer contributes to the Plan as a

Nonelective Contribution or a Matching Contribution as provided under Article VI.

(bb) The "Employment Commencement Date" of an Employee means (i) the first date on which he completes an Hour of Service as defined in Section 2.2(a), or (ii) if the Employee incurs a Break in Eligibility Service or a Break in Vesting Service, as applicable, the first date following such Break in Eligibility Service or

Break in Vesting Service on which he again completes an Hour of Service as defined in Section 2.2(a).

(cc) An "Entry Date" means the date or dates specified for each contribution source in the Adoption Agreement as of which a Covered Employee becomes an Eligible Employee with respect to such contribution source.

(dd) A "401(k) Contribution" means any amount contributed to the Plan on behalf of a Participant that the

Participant could elect to receive in cash, but that the Participant elects, either affirmatively or if the

Adoption Agreement includes an automatic contribution arrangement and/or automatic escalation provision, pursuant to the automatic contribution arrangement or automatic annual escalation provision, to have contributed to the Plan in accordance with the provisions of Article IV as either a Pre-Tax 401(k)

Contribution or a Roth 401(k) Contribution.

(ee) The "Funding Agent" means the entity specified by the Employer in the Adoption Agreement, which at the time shall be designated, qualified, and acting under the Funding Agreement and shall include any trustee executing a trust agreement with the Employer, any insurance company that issues an annuity or insurance contract pursuant to the Funding Agreement, or any person holding assets in a custodial account pursuant to the Funding Agreement. The Employer may designate a person or persons other than the

Funding Agent to perform any responsibility of the Funding Agent under the Plan. The term Funding Agent shall include any delegate of the Funding Agent as may be provided in the Funding Agreement.

(ff) The "Funding Agreement" means any agreement or agreements entered into between the Employer and the Funding Agent relating to the holding, investment, and reinvestment of the assets of the Plan, together with all amendments thereto and shall include any agreement establishing a trust qualified under Code

Section 401 or a custodial account, an annuity contract, or an insurance contract (other than a life, health or accident, property, casualty, or liability insurance contract) for the investment of assets if the custodial account or contract would, except for the fact that it is not a trust, constitute a qualified trust under Code

Section 401.

(gg) The "Funding Arrangement" means the trust, custodial accounts, annuity contracts, or insurance contracts maintained by the Funding Agent under the Funding Agreement.

(hh) The "General Fund" means the portion of the Plan's assets maintained by the Funding Agent as required to hold and administer any assets of the Funding Arrangement that are not allocated among any separate

Investment Funds as may be provided in the Plan or the Funding Agreement. No General Fund shall be maintained if all assets of the Plan are allocated among separate Investment Funds.

(ii) A "Highly Compensated Employee" means any Covered Employee who performs services for the

Employer during the Plan Year and who received "compensation" from the Employer during the "look-back year" in excess of the dollar amount in effect under Code Section 414(q)(1)(B)(i) adjusted pursuant to

Code Section 415(d) (e.g., $115,000 for "look back years" beginning after December 31, 2011) and, if provided in the Adoption Agreement, was in the top-paid group of employees for the "look-back year". A

Covered Employee is in the top-paid group of Employees if he is in the top 20% of Employees when ranked on the basis of compensation paid during the "look-back year". The $115,000 amount is adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period is the calendar quarter ending September 30, 1996.

The determination of who is a Highly Compensated Employee hereunder, including determinations as to the number and identity of Employees in the top-paid group, shall be made in accordance with the provisions of Code Section 414(q) and regulations issued thereunder.

For purposes of this definition, the following terms have the following meanings:

(1) An Employee's "compensation" means his "415 compensation", as defined in Section 7.1(h).

(2) The "look-back year" means the 12-month period immediately preceding the applicable year for which the determination is being made, unless the Adoption Agreement provides that the "look-back year" is the calendar year beginning within the 12-month period immediately preceding the applicable year for which the determination is being made.

(jj) An "Hour of Service" with respect to an Employee means each hour, if any, that may be credited to him in accordance with the provisions of Article II.

(kk) An "Investment Fund" means any separate investment vehicle maintained as may be provided in the Plan or the Funding Agreement or any separate investment fund maintained by the Funding Agent, to the extent that there are Participant Sub-Accounts under such funds, to which assets of the Plan may be allocated and separately invested.

(ll) The "Investment Fiduciary" means the fiduciary responsible for investments under the Plan, including, if applicable, selection of the Investment Funds and direction of the Funding Agent. Unless otherwise specified in the Adoption Agreement, the Employer shall be the Investment Fiduciary.

(mm) A "Leased Employee" means any person (other than an "excludable leased employee") who performs services for the Employer (the "recipient") (other than an employee of the "recipient") pursuant to an agreement between the "recipient" and any other person (the "leasing organization") on a substantially full-time basis for a period of at least 1 year, provided that such services are performed under the primary direction of or control by the "recipient". An "excludable leased employee" means any Leased Employee of the "recipient" who (a) is covered by a money purchase pension plan maintained by the "leasing organization" which provides for (i) a nonintegrated employer contribution on behalf of each participant in the plan equal to at least 10% of compensation, as defined in Code Section 415 and regulations issued thereunder, (ii) full and immediate vesting, and (iii) immediate participation by employees of the "leasing organization", or (b) performs substantially all of his services for the "leasing organization", or (c) whose compensation from the "leasing organization" in each Plan Year during the 4-year period ending with the current Plan Year is less than $1,000. Notwithstanding the foregoing, Leased Employees of the recipient shall only be considered "excludable leased employees" if Leased Employees do not constitute more than

20% of the "recipient's" non-highly compensated workforce. For purposes of this Section, contributions or benefits provided to a Leased Employee by the "leasing organization" that are attributable to services performed for the "recipient" shall be treated as provided by the "recipient".

(nn) A "Mass Submitter" is a person, firm, or organization meeting the requirements of Section 19.2 and

Section 10 of Revenue Procedure 2017-41, as may be amended. Document Agility, Inc. is the Mass

Submitter of this Pre-Approved Defined Contribution Governmental 401(a) Plan, Basic Plan Document

No. 17.

(oo) A "Matching Contribution" means any Employer Contribution made to the Plan on account of a

Participant's 401(k) Contributions, After-Tax Contributions, or Pick-Up Contributions to the Plan, as provided in the Adoption Agreement, or, if provided in the Adoption Agreement, a Participant's salary reduction contributions or employee after-tax contributions to a plan maintained by his Employer under

Code Section 403(b) or Code Section 457(b). Matching Contributions include Regular Matching

Contributions, Additional Discretionary Matching Contributions, and True-Up Matching Contributions.

(pp) A "Nonelective Contribution" means any Employer Contribution made to the Plan as provided in the

Adoption Agreement that is not contingent upon a Participant's "elective contributions" or "employee contributions", as those terms are defined in Section 7.1.

(qq) The "Normal Retirement Age" of an Employee means the date he satisfies the requirements specified in the Adoption Agreement.

(rr) The "Normal Retirement Date" of an Employee means the Employee's Normal Retirement Age, unless otherwise specified in the Adoption Agreement.

(ss) The term "Opinion Letter" means a non-transferrable written statement issued by the Internal Revenue

Service (IRS) as to the qualification in form of a plan under Code Section 401, Section 403(a) or both

Section 401 and Section 4975(e)(7). Opinion Letters do not constitute rulings or determinations as to the exempt status of related trusts or custodial accounts under Code Section 501(a) or Title I issues administered by the Department of Labor (DOL). The Employer may generally rely on the Plan’s Opinion

Letter as evidence that the Plan is qualified under Code Section 401 only to the extent provided in Revenue

Procedure 2017-41 and provided such Employer has not amended the Plan other than to choose options provided under the Plan or to make amendments as permitted. The Employer may not rely on the Opinion

Letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the Opinion letter issued with respect to the Plan and in Revenue Procedure 2017-41, as may be amended.

(tt) A "Participant" means any person who has satisfied the requirements of Article III to become an Eligible

Employee and/or who has an Account under the Plan.

(uu) A Participant's "Pick-Up Contributions" means the contributions required to be made by a Participant, as provided in the Adoption Agreement, that are "picked up" by the Employer in accordance with Code

Section 414(h)(2) and treated as employer contributions.

(vv) The "Plan" means the defined contribution plan established by the Employer in the form of this Pre-

Approved Defined Contribution Governmental 401(a) Plan by execution of an Adoption Agreement, as in effect from time to time.

(ww) A "Plan Year" means the period designated in the Adoption Agreement.

(xx) A "Pre-Approved Defined Contribution Governmental 401(a) Plan" means a plan, the form of which is the subject of a favorable Opinion Letter from the Internal Revenue Service.

(yy) A "Pre-Tax 401(k) Contribution" means any 401(k) Contribution made to the Plan on behalf of a

Participant that is not includable in the Participant's taxable gross income, pursuant to Code Section 401(k), until distributed from the Plan.

(zz) A "Prior Matching Contribution" means any contribution made by a Participant's employer on account of the Participant's "elective contributions" or "employee contributions", as those terms are defined in Section

7.1, either (i) to the Plan pursuant to provisions of the Plan that are no longer in effect or (ii) to another plan and that was transferred directly to the Plan from such other plan (in connection with a spinoff or plan merger).

(aaa) A "Prior Money Purchase Pension Plan Contribution" means any contribution made by a Participant's employer either (i) to the Plan while it was qualified as a money purchase pension plan or (ii) to another plan that was qualified as a money purchase pension plan and that was transferred directly to the Plan from such other plan (in connection with a spinoff or plan merger).

(bbb) The term "Provider" means any entity that (1) has an established place of business in the United States where it is accessible during every business day, and (2) represents to the IRS in its application for an

Opinion Letter that it has at least 15 employer-clients, each of which is reasonably expected to adopt the same Pre-Approved Defined Contribution Plan of the Provider. By submitting an application for Opinion

Letter for a Pre-Approved Defined Contribution Plan, the Provider agrees to comply with any requirements imposed by Revenue Procedure 2017-41, as may be amended, with the understanding that failure to comply may result in the loss of eligibility to offer such Pre-Approved Defined Contribution Plans and the revocation of Opinion Letters that have been issued to the Provider. The Provider of this Plan is Document

Agility, Inc.

(ccc) A "Prior Nonelective Contribution" means any contribution made by a Participant's employer that was not contingent upon the Participant's "elective contributions" or "employee contributions", as those terms are defined in Section 7.1, and that was made either (i) to the Plan pursuant to provisions of the Plan that are no longer in effect or (ii) to another plan and that was transferred directly to the Plan from such other plan (in connection with a spinoff or plan merger).

(ddd) A "Qualified Voluntary Employee Contribution" means any voluntary, deductible employee contribution made by a Participant prior to January 1, 1987, in accordance with provisions of the Code that are no longer in effect.

(eee) A "Regular Matching Contribution" means any Matching Contribution made to the Plan at the rate specified in the Adoption Agreement, other than an Additional Discretionary Matching Contribution or a

True-Up Matching Contribution.

(fff) A Participant's "Required Beginning Date" means April 1 of the calendar year following the calendar year in which occurs the later of the Participant's (i) attainment of age 70 1/2 or (ii) Settlement Date.

(ggg) A "Rollover Contribution" means any rollover contribution made to the Plan by a Participant as may be permitted under the Adoption Agreement.

(hhh) A "Roth 401(k) Contribution" means any 401(k) Contribution made on behalf of a Participant for a Plan

Year beginning after December 31, 2005, that is irrevocably designated as being made pursuant to, and is intended to comply with, Code Section 402A. Roth 401(k) Contributions are includable in a Participant's taxable gross income for the year in which they are contributed to the Plan. The term "Roth 401(k)

Contribution" includes any "elective deferral," as that term is defined in Code Section 402(g)(3)(A), made to a plan qualified under Code Section 401(a), that is rolled over to the Plan in accordance with the provisions of the Adoption Agreement and that the Covered Employee designated as a Roth contribution at the time it was contributed to such other plan.

(iii) A "Roth In-Plan Rollover Contribution" means any Rollover Contribution of amounts held under the

Plan made by a Participant pursuant to Code Section 402A(c)(4) and in accordance with the provisions of

Section 5.10 and the Adoption Agreement.

(jjj) The "Settlement Date" of a Participant means the date on which a Participant's interest under the Plan becomes distributable in accordance with Article XV.

(kkk) The "Severance Date" of an Employee means the earlier of (i) the date on which he retires, dies, or his employment with the Employer is otherwise terminated, or (ii) the first anniversary of the first date of a period during which he is absent from work with the Employers for any other reason; provided, however, that the following special rules shall apply:

(1) If the Employee terminates employment with or is absent from work with the Employer on account of service with the armed forces of the United…