“Canadian Defined Benefit Plan” means a Canadian Pension Plan, which contains a “defined benefit provision,” as defined in subsection 147.1(1) of the Income Tax Act (Canada).

The Canadian Loan Parties shall cause each of its Canadian Benefit Plans and Canadian Pension Plans to be duly qualified and administered in all respects in compliance with, as applicable, the PBA and all applicable laws (including regulations, orders and directives), and the terms of the such plans and any agreements relating thereto. The Canadian Loan Parties shall ensure that, except where failure to do so would not reasonably be expected to have a Material Adverse Effect, # each of them does not engage in a prohibited transaction or violation of the fiduciary responsibility rules with respect to any Canadian Pension Plan that could reasonably be expected to result in liability, and # each of them as a Canadian Pension Plan sponsor or otherwise, shall not, nor shall they permit, the wind up and/or termination of any Canadian Pension Plan. None of the Canadian Loan Parties shall, without the consent of the Administrative [[Organization B:Organization]], maintain, administer, contribute or have any liability in respect of any Canadian Defined Benefit Plan or acquire an interest in any Person if such Person sponsors, maintains, administers or contributes to, or has any liability in respect of any Canadian Defined Benefit Plan.

"Canadian Pension Termination Event" shall mean # the withdrawal of any Loan Party from a Canadian Defined Benefit Plan which is "multi-employer pension plan", as defined under applicable pension standards legislation, during a plan year; or # the filing of a notice of intent to terminate in whole or in part a Canadian Defined Benefit Plan or the filing of an amendment with the applicable Governmental Body which terminates a Canadian Defined Benefit Plan, in whole or in part, or the treatment of an amendment as a termination or partial termination of a Canadian Defined Benefit Plan; or # the institution of proceedings by any Governmental Body to terminate a Canadian Defined Benefit Plan in whole or in part or have a replacement administrator or trustee appointed to administer a Canadian Defined Benefit Plan; or # any other event or condition or declaration or application which could reasonably be expected to constitute grounds for the termination or winding up of a Canadian Defined Benefit Plan, in whole or in part, or the appointment by any Governmental Body of a replacement administrator or trustee to administer a Canadian Defined Benefit Plan.

“Canadian Multi-Employer Plan” shall mean any “multi-employer pension plan” as defined in the Pension Benefits Act (Ontario), or any similar plan subject to any other applicable federal or provincial pension standards legislation in Canada, to which a Loan Party is required to contribute or participate.

Canadian Availability. As long as there are any Canadian Total Revolving Credit Outstandings, permit the amount equal to the Canadian Borrowing Base minus Canadian Total Revolving Credit Outstandings to be less than # $1,000,000 at any time between and including the Seventh Amended Effective Date and June 15, 2018, or # $1,500,000, at any time on or after June 16, 2018.

Canadian Directors. If a Deferred Stock Unit granted to an Eligible Director who is a Canadian Director would otherwise constitute a Salary Deferred Arrangement, the Award Agreement pertaining to that Deferred Stock Unit shall contain such other or additional terms as will cause the Deferred Stock Unit to be a Prescribed Plan or Arrangement.

"Canadian Benefit Plan" shall mean any plan, fund, program, or policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing material employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which any Loan Party has any liability with respect to any employee or former employee in Canada, but excluding any Canadian Pension Plans.

Relationship To Pension Plan, Pension SERP and Employment Agreement. To the extent necessary to interpret this Agreement and the obligations set forth herein, the written terms and definitions contained in the Pension Plan, the Pension SERP and the Employment Agreement are hereby incorporated by reference herein. However, this Agreement explicitly does not amend or otherwise alter the Pension Plan, the Pension SERP or the Employment Agreement in any respect. To the extent that this Agreement sets forth benefit obligations to Executive that are different from those set forth in the Pension Plan or the Pension SERP, such differing obligations shall relate only to Executive and shall have no applicability with respect to any other participant under the Pension Plan or the Pension SERP.

Pension Supplement. You are entitled to a $85,000 annual pension supplement (“Pension Supplement”) as described in this paragraph 4 upon completion of ten (10) years of service with A. O. Smith (the “Corporation”). Payment of the Pension Supplement will commence upon your separation from service from the Corporation and its affiliates. The supplement will be paid semi-monthly in the amount of $3,541.67. The term “separation from service” has the meaning given in Internal Revenue Code Section 409A and the regulations thereunder (“[Section 409A]”).

“Canadian Pension Plan” means, in respect of any Person, all plans or arrangements which are considered to be pension plans for the purposes of any applicable pension benefits standards statute or regulation in Canada established, maintained or contributed to by such Person for its employees or former employees.