Amount. As an inducement to Tenant’s entering into this Fourth Amendment, Landlord shall, subject to [Section 4(c)] below and the last sentence of this Section 4(a), provide to Tenant a special tenant improvement allowance in an amount up to One Million Six Hundred Three Thousand Nine Hundred Eighty and no/100 Dollars ($1,603,980.00) (the “ES Allowance”) to be used by Tenant solely for costs incurred by Tenant for Tenant’s ES Fitout. For the purposes hereof, the cost to be so reimbursed by Landlord shall not include: # the cost of acquiring or installing any of Tenant’s Property (hereinafter defined), including without limitation telecommunications and computer equipment and all associated wiring and cabling, any de-mountable decorations, artwork and partitions, signs, and trade fixtures, # any fees paid to Tenant, any Affiliate or Successor, and # any so-called “soft costs”; provided, however, notwithstanding the foregoing, up to One Hundred Sixty Thousand Three Hundred Ninety-Eight and no/100 Dollars ($160,398.00) of the ES Allowance may be used for Tenant’s architectural, engineering and consultant fees and design and permitting costs and the cost of Tenant’s wiring and cabling relating to Tenant’s ES Fitout.

Amount. The Participating Employer shall credit a Matching Deferral equal to 100% of a Participant’s Basic Deferrals for a Plan Year, provided, however, that # with respect to Basic Deferrals of salary, such Matching Deferrals shall be limited to six percent (6%) of the Participant’s salary that constitutes Excess Earnings for such Plan Year, and # with respect to Basic Deferrals of Performance-Based Compensation, such Matching Deferrals shall be limited to six percent (6%) of the Participant’s Performance-Based Compensation that constitutes Excess Earnings for such Plan Year.

Amount. With respect to Earnings prior to 2015, a Participating Employer shall credit an additional deferral amount (“Company Retirement Deferral”) equal to the percentage of the Excess Earnings of each eligible Participant employed by such Participating Employer in accordance with the following schedule:

“Annual Deferral Amount” means that portion of a Participant’s Salary and Bonus that a Participant defers in accordance with [Section 3.1(a)] for any one Plan Year. In the event of a Participant’s Unforeseeable Financial Emergency (if deferrals are revoked in accordance with [Article 6]), Disability (if deferrals cease in accordance with [Section 8.1]), death, or a Termination of Employment prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.

Annual Bonus Deferral Elections and Excess 401k Contributions Deferral Elections. All Deferral Elections made with respect to a Bonus Accrual Year or a Specified Year (“Annual Deferral Elections”) must be returned to the Officer Committee or its delegates no later than the date specified for such year by the Officer Committee (the “Election Due Date”). Except as provided otherwise in [Sections 4.1(b), 4.l]l](c), and 5.1, the Election Due Date shall in no event be later than: # December 31 of the calendar year prior to the Specified Year for Excess 401k Contributions Deferral Elections and # the date that is six months prior to the last day of the Bonus Accrual Year for Annual Bonus Deferral Elections.

Except as otherwise specifically provided in this Plan, each Deferral Election shall become irrevocable by the Participant or the Company after the Election Due Date applicable to such Deferral Election. Each Annual Deferral Election shall apply only to the year for which such Annual Deferral Election was made.

Amount of deferral. A Participant may not elect to defer an amount under this Plan that would, # with regard to annual salary, result in a reduction of his or her annual salary below fifty percent (50%) of annual salary for any payroll period, or # with regard to bonuses that constitute Performance-Based Compensation, exceed seventy-five percent (75%) of any cash bonus payment that qualifies as Earnings;

2.3Rules for Bonus Deferral Elections. Bonus Deferral Elections shall be made in accordance with Section 4 below. The first Annual Bonuses that may be deferred pursuant to an Annual Bonus Deferral Election made under [Section 2.2(a)] of this amendment and restatement of the Plan shall be the Annual Bonus for 2016 Bonus Accrual Year that, in the absence of a Bonus Deferral Election, would be paid in the first quarter of 2017. The Officer Committee may, in its sole discretion, impose such additional terms and conditions on Annual Bonus Deferral Elections, including imposing specified minimum and maximum deferral percentages that a Deferred Bonus Eligible Employee may elect.

Annual. After the end of each fiscal year of Regional, and in any event within 120 days thereafter, # balance sheets and # statements of income of Regional and its Subsidiaries, prepared on a consolidated basis including a Special Purpose Subsidiary; together with:

4.1Timing for Deferral Elections. For purposes of this Section, the term “Deferral Election” shall refer to Annual Bonus Deferral Elections and Excess 401k Contributions Deferral Elections, collectively.