Deferred Compensation Account. Interest shall be credited on the balance of each participating Director’s Deferred Compensation Account commencing with the date as of which any amount is credited to the Deferred Compensation Account and continuing up to the last day of the quarter preceding the month in which payment of the amounts deferred pursuant to the Plan is made. Such interest shall become a part of the Deferred Compensation Account and shall be paid at the same time or times as the balance of the Deferred Compensation Account. For periods prior to July 1, 2008, such interest for each calendar quarter during the deferral period shall be computed at seventy percent (70%) of the higher of the following averages: # the prime rate charged by the major commercial banks as of the first business day of each calendar month (as reported in an official publication of the Federal Reserve System), or # the average monthly long-term rate of A rated corporate bonds (as published in Moody’s Bond Record). For periods on and after July 1, 2008, interest shall be credited at one-hundred twenty percent (120%) of the long-term applicable federal rate, with quarterly compounding, as published under Section 1274(d) of the Code for the first month of the calendar quarter.

Deferred Compensation Account. Except with respect to Deferred Amounts which a Monthly Deferral Participant elects to have credited in Shares in accordance with [subsection 5.2] hereof, the Deferred Amount shall be denominated in U.S. dollars and credited to the Participant's Deferred Compensation Account pursuant to [subsection 7.1] hereof.

Deferred Compensation. Further, the Company shall provide an employer contribution to Pennypacker’s deferred compensation account under the Company’s Deferred Compensation Plan for the 2020 plan year in the amount of One Hundred Seventy-Five Thousand Dollars and Zero Cents ($175,000.00). The contribution shall be made by the Company at the same time when it makes contributions to other similar accounts for the 2020 plan year in or about March, 2021.

Deferred Compensation. Notwithstanding the forgoing provisions of this Section 6, if the Option constitutes deferred compensation within the meaning of Code Section 409A, no payment or settlement of the Option shall be made pursuant to [Section 4.2(b) or (c)])], unless the Corporate Transaction or the dissolution or liquidation of the Company, as applicable, constitutes a change in ownership of the Company or a substantial portion of its assets within the meaning of Treasury Regulation Section 1.409A-3(i)(5) or (vii), or change in effective control of the Company within the meaning of Treasury Regulation Section 1.409A(3)(i)(5)(vi).

Deferred Compensation. It is intended that any Award under this Plan shall either be exempt from Code Section 409A or shall comply, in form and operation, with Code Section 409A. If a Participant is a “specified employee” as defined under Code Section 409A and the Participant’s Award is to be settled on account of the Participant’s separation from service (for reasons other than death) and such Award constitutes “deferred compensation” as defined under Code Section 409A, then any portion of the Participant’s Award that would otherwise be settled during the six-month period commencing on the Participant’s separation from service shall be settled as soon as practicable following the conclusion of the six-month period (or following the Participant’s death if it occurs during such six-month period). Any Awards that are subject to Code Section 409A shall be interpreted in a manner that complies with Code Section 409A.

Deferred Compensation Contributions. Subject to Executive’s continued employment hereunder, the Company will continue to make contributions to Executive’s account under the ​ Deferred Compensation Plan (each, a “Contribution”) through September 30, 2023. Such Contributions shall consist of a $37,500 Contribution on December 31, 2022 and a $50,000 Contribution on June 30, 2023. In addition, subject to Executive’s continued employment through the payment date and Executive’s execution and nonrevocation of the Supplemental Release (as defined below), the Company will pay Executive a lump sum of $175,000 within thirty (30) days following the Separation Date in lieu of any additional Contributions to such plan.

You will be eligible to participate in the next calendar year phase of Medtronic’s Capital Accumulation Plan (“CAP”), subject to the terms of the CAP, which provides for the opportunity to defer a portion of calendar year 2020 compensation. If desired, you may enroll in the 2020 CAP during the annual enrollment period held in November 2019.

Deferred Compensation Plan If and to the extent permitted under the Energen Corporation 1997 Deferred Compensation Plan (the “Deferred Compensation Plan”), a Participant may elect, pursuant to the Deferred Compensation Plan, to defer receipt of part or all of any shares of Stock or other consideration deliverable under an Award and upon such deferral shall have no further right with respect to such deferred Award other than as provided under the Deferred Compensation Plan In the event of such a deferral election, certificates for such shares of Stock as would have otherwise been issued under the Plan but for the deferral election, may at the discretion of Energen be delivered to the Trustee under the Deferred Compensation Plan and registered in the name of the Trustee or such other person as the Trustee may direct Regardless of whether such deferred shares of Stock are issued to the Trustee, they shall constitute “issued” shares for purposes of the Plan’s maximum number of shares limitation set forth in Section 2.

Election procedures and deadlines: deferrals of base salary

“Deferred Compensation Account” means the bookkeeping account described in [Section 5(a)(i)]. A sub-account shall be established within the Deferred Compensation Account for each Plan Year in which a Deferred Stock Participant elects to defer compensation into the Deferred Compensation Account in accordance with Section 4(a).

The Secretary of the Corporation shall provide an annual statement of each participating Director’s Deferred Compensation Account and Stock Units as soon as practicable after the end of each calendar year.

Accounting for Deferred Compensation. The Plan Administrator will establish and maintain an individual Account or Accounts under the name of each Participant under the ERA. Depending on the Participant's selection of an investment crediting rate option pursuant to [Section 4.4], the Plan Administrator may set up a Cash Account and/or a Stock Unit Account.

“Deferred Compensation Account” means the Prime Rate Investment Account, the Phantom Stock Investment Account and/or the Deferred Stock Account.

Payment of a participating Director’s Deferred Compensation Account shall be made or commence to be made in cash prior to January 31 in each year in which a payment is to be made in accordance with the Director’s deferral election. Payment of a Director’s Stock Units attributable to a deferral of Director’s Fees shall also be made at such time except that, if the applicable January 31 occurs within the six (6)-month period beginning on the last date on which Director’s Fees have been converted into Stock Units on behalf of the Director and to the extent the Committee reasonably determines that earlier payment would result in a violation of Federal securities laws, then payment of the Director’s Stock Units shall be made on the last day of the month in which such six (6)-month period expires. Notwithstanding the previous sentence, Stock Unit payments shall be made following the Director’s death, Disability or the date the Director Separates from Service, without regard to whether such six (6)-month period has expired. A Director shall continue to be credited with Dividend Equivalents during any such delay in payment. For the purpose of payment, Stock Units shall be paid in whole shares of the Company’s common stock corresponding to the Value on the applicable Valuation Date, with any fractional shares payable in cash; provided, however, that any payment based on a Separation from Service prior to May 8, 2014 is subject to the terms of the Plan then in effect.

Unsecured Rights to Deferred Compensation. A Participant’s right to Deferred Share Units shall at all times constitute an unsecured promise of the Company to pay benefits as they come due. The right of the Participant or the Participant’s duly-authorized transferee to receive benefits hereunder shall be solely an unsecured claim against the general assets of the Company. Neither the Participant nor the Participant’s duly-authorized transferee shall have any claim against or rights in any specific assets, shares, or other funds of the Company.