Participant Accounts. The Participant Accounts are fully (100%) vested and non-forfeitable at all times.

Participant Accounts. Accounts shall be maintained for each Participant under the Plan:

Participant Accounts. The Committee, or its delegate, shall maintain a separate Elective Deferral Account, a Stifel Deferral Account, a Matching Credit Account and an Other Deferral Account for each Participant for each Plan Year, to which the Participant’s Elective Deferrals, Stifel Deferrals, Matching Credits and Other Deferral awards, if any, for such Plan Year are credited, respectively. The Committee, or its delegate, shall maintain a separate Account for each such award for a particular Plan Year (a “Class Year” Account), as well as a separate Account for each award of another type, such as an award made in a recruitment letter or an employment agreement. Each Account may include a cash subaccount and a stock unit subaccount. The balance of an Account as of any date is the aggregate balance of the cash subaccount and the stock subaccount associated with that Account as of such date. The balance of a cash subaccount or stock unit subaccount as of any date is the balance of such subaccount determined as of the immediately preceding valuation date, plus amounts thereafter properly credited to such subaccount. The balance of each cash subaccount shall be expressed in United States dollars. The balance of each stock unit subaccount shall be expressed in a number (whole or fractional) of shares of Stock.

SECTION # DISTRIBUTION 11

Participant. An employee of the Company (including any employee who is a member of the Board) or an Affiliate, a director of the Company or an Affiliate, or any non-employee consultant or advisor (provided, such consultant or advisor is a natural person who provides bona fide services to the Company other than in connection with the offer or sale of securities in a capital-raising transaction or promotion or maintenance of a market for the Company’s securities) to the Company (including non-employee members of the Board) or an Affiliate, whose participation in the Plan is determined by the Committee to be in the best interest of the Company.

Participant. “Participant” means an Eligible Director who has elected to participate in this Plan pursuant to Sections 3 and 4.

Participant. Any Employee of the Employer at Hay pay grade level 22 or higher, any Employee of the Employer in an equivalent position who is designated as a Participant by the Chief Executive Officer of the Company, and until the later of October 10, 2020 or the third anniversary of the

Participant. Any Eligible Employee who has been designated by the Committee to participate in the Plan or any other individual who has an accrued benefit under the Plan which has not been fully distributed. The term “Participant” shall include a Limited 415 Participant except where expressly provided otherwise in the Plan.

Participant. The term “Participant” means an individual who has been granted an Award under this Plan.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Each Borrower warrants, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that: