GN HEARING CARE CORPORATION
RESOUND ACCELERATE SAVINGS PLAN
Effective September 1, 2021

GN HEARING CARE CORPORATION‎
RESOUND ACCELERATE Savings Plan

I. PURPOSE AND EFFECTIVE DATE

1.1. Purpose. GN Hearing Care Corporation‎ established this “GN Hearing Care Corporation‎ ReSound Accelerate Savings Plan” to attract and retain key customers who do not provide services to GN Hearing Care Corporation‎ or its Affiliates as employees or as independent contractors, by providing a tax-deferred capital accumulation vehicle for Earned Rewards and Advanced Discounts.

1.2. Effective Date. The Plan is adopted effective September 1, 2021 (the ‎‎“Effective Date”). ‎ Except as otherwise stated herein, the Plan will remain in effect until terminated in ‎accordance with Article X.‎

1.3. ‎Anti-Kickback Safe Harbor Compliance. Participant and the Company agree to each comply with their respective ‎obligations as necessary to establish and maintain the applicability of the ‎applicable safe harbors to the Federal Anti-Kickback Statute set forth at ‎‎42 CFR §1001.952. To the extent the Plan and the Program includes items or services ‎for which payment may be made in whole or in part under a federal ‎health care program, it is the intention of the parties that the Earned Rewards and Advanced Discounts will constitute and will be treated as a discount, within the ‎meaning of 42 U.S.C. § 1320a-7b(b)(3)(A) and 42 C.F.R. § 1001.952(h), ‎off an item or service for which payment may be made in whole or in part ‎under Medicare, Medicaid or other Federal Health care program. To the ‎extent required by federal and state laws, Participant agrees to fully and ‎accurately disclose and report such discount to Medicare, Medicaid or ‎other government health care programs‎.

II. DEFINITIONS

When used in the Plan and initially capitalized, the following words and phrases shall have the meanings indicated:

2.1. “Account(s)” means each recordkeeping account established for each Participant in the Plan for purposes of accounting for the amount of the Participant’s:

(a) Earned Rewards and Advanced Discounts that are deferred under Article IV;

(b) Company Matching Contributions credited under Article V; and

(c) Company Discretionary Contributions credited under Article VI.

The Account shall be adjusted periodically to reflect an assumed Investment Return on such deferrals, credits in accordance with Section 7.3, and distributions in accordance with Article VIII and Section 11.5. A Participant may have up to five Accounts: (i) one Account intended for long range savings (“Primary Account”); and (ii) up to four Accounts intended for other planned expenses (“Optional Account(s)”).

2.2. “Administrator” means the Company, or such other individual, committee or other representative appointed by and authorized by the Board, to administer the Plan in accordance with Article VIII. To the extent so delegated, the term “Administrator” hereunder shall be deemed to refer to such individual, committee or other representative. The Company shall take actions it deems necessary or desirable to ensure that such individual, committee or other representative has sufficient and appropriate authority to carry out the intent and purposes of the Plan.

2.3.“Advanced Discounts” means the dollar value of the advanced discounts elected to be deferred to the Plan by a Participant in order to qualify for Company Discretionary Contributions.

2.4.“Affiliate” means:

(a) any corporation which is a member of the same controlled group of corporations as the Company, and any trade or business under the common control of the Company, within the meaning of Code Section 414; and

(b) any other entity that is designated as an Affiliate by the Board.

2.5. “Beneficiary” means the person or entity designated by the Participant to receive the Participant’s Account in the event of the Participant’s death. If the Participant does not designate a Beneficiary, or if the Participant’s designated Beneficiary predeceases the Participant, the Participant’s estate shall be the Beneficiary. If a Participant is married, the Participant’s spouse must sign his or her beneficiary designation form if: (i) the Participant does not name his or her spouse as the primary beneficiary; and (ii) the Participant lives in a community property state.

2.6. “Board” means the Board of Directors of the Company.

2.7. “Code” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated and in effect thereunder.

2.8. “Company” means either GN Hearing Care Corporation‎ or any Affiliate that has adopted the Program and this Plan and any successors thereto, but specifically, when used in context in any section of the Plan, “Company” refers to the entity from which the Participant has received Earned Rewards or Advanced Discounts, as applicable.

2.9. “Company Discretionary Contributions” means the discretionary contributions described in Article VI of the Plan.

2.10. “Company Matching Contribution” means the matching contributions described in Article V of the Plan.

2.11. “Deferral Election” means the election made by an Eligible Individual, in any form approved by the Administrator, to defer such Eligible Individual’s Earned Rewards and/or Advanced Discounts for any given Plan Year in accordance with Article IV.

2.12. “Disabled Participant” means a Participant who is determined by the Social Security Administration to be entitled to Social Security Disability benefits as a result of the Participant’s disability.

2.13. “Distribution Election” means the election made by a Participant, in any form approved by the Administrator, regarding the form of distribution of his or her Account(s) in accordance with Article VIII.

2.14. “Distribution Year” means the year elected by the Participant for the distribution of each of his or her Accounts.

2.15. “Earned Rewards” means the dollar value of the invoice upcharge elected to be deferred to the Plan by a Participant in order to qualify for Company Matching Contributions.

2.16. “Election Period” means the period specified by the Administrator during which a Deferral Election may be made with respect to Earned Rewards or Advanced Discounts as provided in Section 4.2.

2.17. “Eligible Individual” means an individual who: (1) purchases products from the Company directly or indirectly through an Affiliate, (2) is neither an employee nor an independent contractor of the Company, and (3) has been selected by the Administrator to participate in the Plan in accordance with Article III. If an entity owned by one individual purchases products from the Company, the owner shall be the Eligible Individual. If an entity owned by two or more individuals purchases products from the Company, the entity shall file a one-time election with the Company designating two or more Eligible Individuals (who shall be owners of the entity) and providing an allocation between those Eligible Individuals (with percentages that equal 100%) for amounts provided under this Plan. Any election filed under this provision shall be irrevocable unless one of the designated individuals ceases to own any equity in the entity).

2.18. “Investment Return” means the rate of investment return periodically computed, which is based on the alternative investment funds designated by the Administrator, as the basis for determining the hypothetical investment return to be credited in accordance with Article VII to Participants’ Accounts. The combination of alternative investment funds which will be used to determine the rate of Investment Return to be applied to Participants’ Accounts will be determined by the Administrator, in its complete and sole discretion.

2.19. “Participant” means an Eligible Individual who has been notified by the Administrator of his or her eligibility to participate in the Plan, and who has completed and submitted a Deferral Election Form in accordance with Article IV.

2.20. “Plan” means this “GN Hearing Care Corporation ReSound Accelerate Savings Plan,” as amended from time to time.

2.21. “Plan Year” means the 12 consecutive month period beginning each January 1 and ending each December 31.

2.22. “Program” means the GN Hearing Care Corporation‎ ReSound Accelerate Program, as amended from time to time.

2.23. “Purchase Requirements” means the required amount of products that the Company determines each Participant must purchase to earn Vesting Credits at the Silver Level.

2.24. “Qualified Participant” means a Participant who (i) has attained the age of 55 and participated in the Program for 10 years, (ii) has attained the age of 60 and participated in the Program for 5 years, or (iii) has attained the age of 65.

2.25. “Silver Level” means the purchase of at least the amount of goods necessary under the Program to achieve Silver status, as disclosed to Participants by the Company from time to time.

2.26. “Termination Date” means the date the Participant’s participation in the Program is terminated.

2.27. “Valuation Date” means each day that the New York Stock Exchange is open for business.

2.28. “Vesting Credit” means the credit earned in a Plan Year during which a Participant meets the Purchase Requirements, which is used to determine the nonforfeitable amount of a Participant’s Company Matching Contributions and Company Discretionary Contributions.

III. PARTICIPATION

3.1. Participation. The Administrator shall select the Eligible Individuals who may participate in the Plan. In selecting Eligible Individuals, the Administrator shall take into consideration such factors as it deems relevant in connection with accomplishing the purposes of the Plan. An Eligible Individual must submit a Deferral Election in accordance with Article IV within thirty (30) days of initially being notified of eligibility for the Plan.

3.2. ERISA Exemption. This Plan is not available to the Company’s employees or to any independent contractor of the Company and therefore is exempt from ERISA.

3.3. 409A Exemption. This Plan is intended and shall be administered to exclude from the definition of Eligible Individual any person who is either an employee of the Company or an independent contractor providing services to the Company and therefore is exempt from Code Section 409A.

3.4. Securities Exception. This Plan is intended to qualify for any exemption from the requirements for securities registration under Section 5 of the Securities Act of 1933, as amended, or applicable state statutes or regulation requiring the registration of the offer or sale of securities.

IV. DEFERRAL OF EARNED REWARDS AND ADVANCED DISCOUNTS

4.1. Deferral of Earned Rewards and Advanced Discounts. An Eligible Individual may elect to defer Earned Rewards and/or Advanced Discounts to the Plan by filing a Deferral Election in accordance with Section 4.2 below. An Eligible Individual may specify what percentage of his or her deferrals shall be designated for his or her Primary Account and what percentage shall be designated for any of the Participant’s Optional Accounts.

4.2.Deferral Elections. A Participant’s Deferral Election shall apply for the Plan Year for which it is made and each successive Plan Year unless a new election is filed during the annual election period established by the Administrator. Each Deferral Election shall be made in any form approved by the Administrator, at such time and in such manner as the Administrator shall provide, subject to the following:

(a) A Deferral Election shall be made during the Election Period established by the Administrator which shall end no later than December 31st preceding the first day of the Plan Year in which such Earned Rewards will be invoiced or such Advanced Discounts are awarded.

(b) Deferral Elections shall be expressed as a flat dollar amount per qualifying unit purchased.

(c) Once made, a Deferral Election:

(i) is irrevocable with respect to such Plan Year; and

(ii) shall remain in effect for the Plan Year for which such Deferral Election was made and for each subsequent Plan Year unless changed or revoked during an Election Period.

(d) Upon first designating a Deferral Election for a Primary Account, a Participant must elect the form in which the Primary Account will be distributed by filing a Distribution Election. A Participant may subsequently change his or her Distribution Election in accordance with Section 8.2. If no Distribution Election is on file for the Primary Account, then the default will be a lump sum.

(e) Upon first designating a Deferral Election for an Optional Account, a Participant must elect the Distribution Year and the form in which each Optional Account will be distributed. The earliest Distribution Year the Participant may select is the fourth Plan Year following the Plan Year in which the Participant’s initial Deferral Election was made (provided, however, that, subject to the election made in Section 8.2(a), such distribution shall occur during the first 120 days of such Plan Year).

(f) If deferrals or Company Matching Contributions cannot be credited to a Participant's elected Optional Account due to the minimum deferral period outlined in Section 4.2(e) or if the Optional Account is in the process of being paid, then the Participant’s deferrals and Company Matching Contributions, if any, will be defaulted to the Primary Account.

4.3. Crediting of Deferrals. The amount of Earned Rewards or Advanced Discounts, as applicable, that a Participant elects to defer under the Plan shall be credited by the Company to the Participant’s Account on a quarterly basis by no later than each February 15, May 15, August 15 and November 15, or as soon as administratively feasible thereafter, based on the Earned Rewards or Advanced Discounts, as applicable, contributed in the prior calendar quarter.

4.4. Vesting. All deferrals made by any Participant under this Article IV (and earnings thereon) shall at all times be 100% vested and nonforfeitable.

V. COMPANY MATCHING CONTRIBUTIONS

5.1. Company Matching Contributions. Participants who have attained a rewards member level of at least Silver or higher as of the first day of the Plan Year and contributed Earned Rewards to the Plan during the Plan Year are eligible to receive a Company Matching Contribution. The amount of a Participant’s Company Matching Contribution is determined by multiplying the number of qualifying units purchased by the Participant from the Company during the Plan Year by the dollar value associated with the applicable membership level, as follows:

Silver Level – $10 per unit;

Gold Level – $15 per unit;

Platinum Level – $20 per unit; and

Diamond Level – $25 per unit.

5.2. Vesting. A Participant’s Company Matching Contributions and related earnings vest equally over a 4-year period (25% in each Plan Year); provided, however, each 25% tranche will vest only if the Participant earns Vesting Credit for such Plan Year by satisfying the Purchase Requirements. To the extent Vesting Credit is not earned in a Plan Year, any associated 25% tranches will be forfeited.

5.3. Crediting of Company Matching Contributions. Company Matching Contributions shall be credited by the Company to Participants’ Accounts on a quarterly basis by no later than each February 15, May 15, August 15 and November 15, or as soon as administratively feasible thereafter.

5.4. Other Terms and Conditions. The allocation, vesting, and crediting of Company Matching Contributions are all subject to the terms and conditions that the Administrator may establish from time to time in its sole discretion.

VI. COMPANY DISCRETIONARY CONTRIBUTIONS

6.1. Company Discretionary Contributions. The Company may make Company Discretionary Contributions for eligible Participants in its sole discretion. The amount of a Participant’s Company Discretionary Contribution will be determined by the Company.

6.2. Vesting. A Participant’s Company Discretionary Contributions and related earnings vest equally over a 4-year period (25% in each Plan Year); provided, however, each 25% tranche will vest only if the Participant earns Vesting Credit for such Plan Year by satisfying the Purchase Requirements. To the extent Vesting Credit is not earned in a Plan Year, any associated 25% tranches will be forfeited.

(a) In general, a Participant’s Company Discretionary Contributions and related earnings vest equally over a 4-year period (25% in each Plan Year); provided, however, each 25% tranche will vest only if the Participant earns Vesting Credit for such Plan Year by satisfying the Purchase Requirements. To the extent Vesting Credit is not earned in a Plan Year, any associated 25% tranches will be forfeited.

(b) With respect to a Participant’s Company Discretionary Contributions attributable to Advanced Discounts, such Company Discretionary Contributions and related earnings will become vested pursuant to (a) unless otherwise agreed in writing by the Company and the Participant prior to the Participant becoming eligible to defer Advanced Discounts to the Plan.

6.3. Crediting of Company Discretionary Contributions. Company Discretionary Contributions shall be credited by the Company to Participants’ Accounts on a quarterly basis by no later than each February 15, May 15, August 15 and November 15, or as soon as administratively feasible thereafter.

6.4. Other Terms and Conditions. The allocation, vesting, and crediting of Company Matching Contributions are all subject to the terms and conditions that the Administrator may establish from time to time in its sole discretion.

VII. PLAN ACCOUNTS

7.1. Valuation of Accounts. The Administrator shall establish a Primary Account and, if applicable, up to four Optional Accounts for each Participant who has filed a Deferral Election to defer Earned Rewards and/or Advanced Discounts.

Such Accounts shall be credited with the Participant’s deferrals and Company Matching Contributions. Subject to the provisions of Article VII, as of each Valuation Date, the Participant’s Accounts shall be adjusted upward or downward to reflect:

(i) the Investment Return to be credited as of such Valuation Date pursuant to Section 7.3;

(ii) the amount of distributions under Article VIII and Section 11.5, if any, to be debited as of that Valuation Date;

(iii) the amount of forfeitures under Section 8.6, if any, to be debited.

In addition, an administrative fee shall be deducted from each of a Participant’s Accounts periodically.

7.2. Hypothetical Investment Alternatives.

(a) General Rule Regarding Direction. Each Participant generally may direct the manner in which his or her Accounts shall be deemed invested in and among the investment alternatives; provided, however, that each investment election made by a Participant shall, notwithstanding anything to the contrary in the Plan, be strictly subject to the consent of the Administrator which, in its sole discretion, may elect to honor the Participant’s request or have the Accounts deemed invested in another manner (with full discretion given to the Administrator to vary its investment choices between vested amounts and unvested amounts in a Participant’s Accounts). Such deemed investment election shall be made in accordance with such procedures as the Administrator shall establish. The investment authority shall remain at all times with the Administrator. The selection of investment alternatives by a Participant shall be for the sole purpose of determining the investment gains or losses to be credited to his or her Accounts and shall not be treated or interpreted in any manner whatsoever as a requirement or direction to actually invest assets in any investment alternative or any other investment media. If a Participant fails to make an investment election with respect to his or her Accounts, such Accounts shall be deemed invested in the Money Market account option offered under the Plan.

(b) Changing Hypothetical Investment Alternative Options. Subject to paragraph (a) immediately above, a Participant may make a new election with respect to the hypothetical investment alternatives in which his or her Accounts are currently deemed invested and in which new contributions to his or her Accounts shall be deemed invested in the future; any such change shall be effective as of next following Valuation Date, provided that it is made by 4 p.m. Eastern standard time. Any such election shall be made in the form specified by the Administrator.

7.3. Crediting of Investment Return. Subject to paragraph (a) of Section 7.2 and the provisions of Article VIII, each Participant’s Account shall be credited as of each Valuation Date with his or her allocable share of investment gains or losses of each investment alternative in which his or her Accounts are hypothetically invested.

7.4. Statement of Account. Pursuant to procedures established by the Administrator, the Administrator shall prepare a statement of each Participant’s Account balance following the end of each Plan Year. Such statements of account for any Participant shall be delivered or made available to such Participant as soon as administratively feasible following the end of each Plan Year in any method or manner in accordance with procedures established by the Administrator, in its sole discretion, from time to time.

VIII. PAYMENT OF BENEFITS

8.1. General Distribution Rules. An Eligible Individual shall make his or her initial Distribution Election with respect to an Account at the same time that he or she makes his or her initial Deferral Election with respect to such Account.

8.2. Distribution of Primary Account.

(a) General Rule. Distribution of the Participant’s vested Primary Account balance shall commence in January of the Plan Year following the Termination Date. The amount of such distribution shall be determined as the last Valuation Date of the Plan Year in which the Termination Date occurs; provided, however, that a Participant’s Primary Account shall continue to be credited with investment gains and losses during the installment period, if applicable. Distribution under this Section 8.2 shall be made:

(i) in a lump sum; or

(ii) in annual installments for a period of 2 to 10 years; provided, however, such installment payments are only permitted if (1) the Participant is a Qualified Participant on the Termination Date, and (2) the Participant timely filed a Distribution Election which is initially required to be filed at the time the Participant completed his or her Deferral Election with respect to his or her Primary Account.

Any installment distributions under this Section 8.2 shall be calculated fractionally over the entire installment period (e.g., for a five-year installment period, the first installment shall be 1/5 of the Account balance, the second installment shall be 1/4 of the Account balance, etc.). Notwithstanding the foregoing, if a Participant’s Primary Account balance does not exceed $25,000 as of the Termination Date, distribution shall be made in the form of a lump sum. Unvested Company Matching Contributions and unvested Company Discretionary Contributions shall be forfeited as of the last date of the Plan Year prior to the commencement of the distribution of benefits.

(b) Restrictions on General Rule. Notwithstanding the foregoing, a Participant may subsequently change his or her Distribution Election to select a different form of payout by making a new Distribution Election in any form approved by the Administrator, provided that any such new Distribution Election:

(i) shall be made at least 12 months in advance of the date the Distribution would have been made pursuant to the prior Distribution Election.

(ii) may not take effect for at least 12 months after the date the new Distribution Election is made; and

(iii) shall require a revised Distribution Year of at least five Plan Years from the date such payment would otherwise have been made (in all events, the Distribution Year must be after the Termination Date).

A Participant can file a change in election as described above only once.

8.3. Distribution of Optional Account.

(a) General Rule. Distribution of each of the Participant’s vested Optional Account balances shall commence in January of the Distribution Year elected by the Participant for each such account in accordance with procedures established by the Administrator. The amount of such distribution shall be determined as the last Valuation Date of the Plan Year ending before the Distribution Year; provided, however, that a Participant’s Optional Accounts shall continue to be credited with investment gains and losses during the installment period, if applicable. Distribution under this Section 8.3 shall be made:

(i) in a lump sum; or

(ii) in annual installments for a period of 2 to 5 years,

as elected by the Participant on his or her Distribution Election which is initially required to be filed at the time the Participant completes his or her Deferral Election with respect to the applicable Optional Account. Any installment distributions under this Section 8.3 shall be calculated fractionally over the entire installment period (e.g., for a five-year installment period, the first installment shall be 1/5 of the Account balance, the second installment shall be 1/4 of the Account balance, etc.). Notwithstanding the foregoing, with respect to each Optional Account separately, if a Participant’s Optional Account balance does not exceed $25,000 as of the last Valuation Date in the Plan Year ending before the Distribution Year, distribution shall be made in the form of a lump sum. Unvested Company Matching Contributions shall be forfeited as of the last day of the Plan Year prior to commencement of the distribution of benefits.

(b) Restrictions on General Rule. Notwithstanding the foregoing, a Participant may subsequently change his or her Distribution Election to select another Distribution Year, or allowable alternative form of payout, by making a new Distribution Election in any form approved by the Administrator, provided that any such new Distribution Election:

(i) shall be made at least 12 months in advance of the originally scheduled Distribution Year and may not take effect for at least 12 months after the date the new Distribution Election is made; and

(ii) shall require a revised Distribution Year of at least five Plan Years from the date such payment would otherwise have been made.

A Participant can file a change in election as described above only once per Optional Account.

8.4. Distribution on Death.

(a) Death Prior to Commencement of Benefits. If a Participant dies prior to commencement of payment of his or her Accounts, the Participant’s Beneficiary shall receive a survivor benefit in the form of a lump sum payment equal to the aggregate vested balance in the Participant’s Accounts as of the last day of the month of the Participant’s death within ninety (90) days of the Participant’s death.

(b) Death After Commencement of Benefits. If a Participant begins to receive installment payments, then dies prior to the time that one or more of his or her Account balances have been fully distributed, the Participant’s Beneficiary shall receive the remaining portion of the Participant’s Account balances, determined as of the last day of the month of the Participant’s death, in the form of one lump sum payment within ninety (90) days of the Participant’s death.

8.5. Distribution to Disabled Participant.

(a) If a Participant becomes a Disabled Participant prior to commencement of payment of his or her Accounts, the Participant will receive a survivor benefit in the form of a lump sum payment equal to the aggregate vested balance in the Participant’s Accounts as of the last day of the month of the Social Security Administration’s determination of disability, which will be paid within ninety (90) days of such determination.

(b) If a Participant begins to receive installment payments, then becomes a Disabled Participant prior to the time that one or more of his or her Account balances have been fully distributed, the Participant will receive the remaining portion of the Participant’s Account balances, determined as of the last day of the month of the Social Security Administration’s determination of disability, in the form of one lump sum payment within ninety (90) days of such determination.

8.6. Loss of Participant Status. Upon the Termination Date, the Company will terminate the Participant from future participation in the Plan. All unvested Company Matching Contributions, unvested Company Discretionary Contributions, and any related earnings shall be forfeited as of the date of such termination. Distribution of the Participant’s vested Account balances shall be made in accordance with the Participant’s Distribution Elections.

8.7. Time and Form of Elections. All Distribution Elections under this Article VIII shall be made in accordance with the Participant’s election and shall be subject to such other rules and limitations that the Administrator, in its sole discretion, may establish to the extent permissible under and consistent with applicable law.

8.8. Form of Payment and Withholding. All payments under the Plan shall be made in cash and are subject to the withholding of all applicable federal, state and local, and foreign governmental taxes to the extent the Company is required to withhold such amounts under applicable law. Unless the Company is required to withhold and deposit taxes with respect to a Participant, each Participant shall be responsible for payment and timely deposit of all applicable federal, state and local, and foreign governmental taxes with respect to payments under the Plan.

8.9. Request for Withdrawal. In the event of an unforeseeable emergency, a Participant may make a ‎written request to the Administrator for a withdrawal from his or her Account. For purposes of ‎this Section, the term “unforeseeable emergency” shall mean a severe financial hardship to the ‎Participant resulting from an illness or accident of the Participant, Participant’s spouse or of a ‎Participant’s dependent (as defined in Section 152 of the Code without regard to Section ‎‎152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s property due to casualty, or other ‎similar extraordinary and unforeseeable circumstances arising as a result of events beyond the ‎control of the Participant. Any determination of the existence of an unforeseeable emergency ‎and the amount to be withdrawn on account thereof shall be made by the Administrator in its ‎sole and absolute discretion. However, notwithstanding the foregoing, a withdrawal will not be ‎permitted to the extent that the financial hardship is or may be relieved: (i) through ‎reimbursement or compensation by insurance or otherwise or (ii) by liquidation of the ‎Participant’s assets, to the extent that liquidation of such assets would not itself cause severe ‎financial hardship. In no event shall the need to send a Participant’s child to college or the desire ‎to purchase a home be deemed to constitute an unforeseeable emergency. No person serving as ‎Administrator shall vote or decide upon any matter relating to the determination of the existence ‎of his own financial hardship or the amount to be withdrawn by him on account thereof. A ‎request for a withdrawal based on an unforeseeable emergency must be made in writing on a form provided by the ‎Administrator and must be expressed as a specific dollar amount. The amount of an unforeseeable emergency ‎withdrawal may not exceed the amount necessary to meet the severe financial hardship, plus ‎amounts necessary to pay taxes reasonably anticipated as a result of the distribution. All ‎unforeseeable emergency withdrawals shall be paid in a lump sum in cash.‎

8.10. ‎Termination of Deferral Election. Upon a Participant’s receipt of an unforeseeable emergency ‎withdrawal under Section 8.9, such Participant’s deferral ‎election shall thereupon be automatically terminated. The Participant may file a new election to defer in a subsequent Plan Year in accordance with the requirements of Section 3.2.

IX. ADMINISTRATION

9.1. Authority of Administrator. The Administrator shall have full power and authority to carry out the terms of the Plan. The Administrator may establish such rules and regulations that it deems necessary or desirable for the effective and efficient administration of the Plan. The Administrator’s interpretation, construction and administration of the Plan, including any adjustment of the amount or recipient of the payments to be made, shall be binding and conclusive on all persons for all purposes. Neither the Company, including its officers, members or directors, nor the Administrator or the Board or any member thereof, shall be liable to any person for any action taken or omitted in connection with the interpretation, construction and administration of the Plan.

9.2. Participant’s Duty to Furnish Information. Each Participant shall furnish to the Administrator such information as it may from time to time request for the purpose of the proper administration of this Plan.

9.3. Indemnification. No person (including any present or former member of the Administrator, any present or former officer or member of the Company, or any Affiliate) shall be personally liable for any act done or omitted to be done in good faith in the administration of the Plan. Each present or former officer or member of the Company, or any Affiliate to whom the Administrator has delegated any portion of its responsibilities under the Plan, and each present or former member of the Administrator shall be indemnified and saved harmless by the Company (to the extent not indemnified or saved harmless under any liability insurance or other indemnification arrangement with respect to the Plan) from and against any and all claims of liability to which they are subjected by reason of any act done or omitted to be done in good faith in connection with the administration of the Plan, including all expenses reasonably incurred in their defense if the Company fails to provide such defense. No member of the Administrator shall be liable for any act or omission of any other member of the Administrator, or for any act or omission upon his or her own part, excepting his or her own willful misconduct or gross neglect.

9.4. Claims Procedure.

(a) Claims for benefits under the Plan shall be made in writing to the Administrator or its duly authorized delegate. If the Administrator or such delegate wholly or partially denies a claim for benefits, the Administrator or, if applicable, its delegate shall, within a reasonable period of time, notify the claimant in writing.

(b) Within sixty (60) days after the claimant receives the written or electronic notice of an adverse benefit determination, the claimant may file a written request with the Administrator asking it to conduct a full and fair review of the adverse benefit determination. The Administrator shall render a decision on the appeal within a reasonable period of time. The claimant shall be notified of the Administrator’s decision in writing.

X. AMENDMENT AND TERMINATION

The Board may amend or terminate the Plan at any time. Upon termination of the Plan, the Board may, in accordance with applicable law, elect to make lump sum distributions of the vested Account balances to Participants.

XI. MISCELLANEOUS

11.1. No Implied Rights. Neither the establishment of the Plan nor any amendment thereof shall be construed as giving any Participant, Beneficiary or any other person, individually or as a member of a group, any legal or equitable right unless such right shall be specifically provided for in the Plan or conferred by specific action of the Board or the Administrator in accordance with the terms and provisions of the Plan. Except as expressly provided in this Plan, neither the Company nor any of its Affiliates shall be required or be liable to make any payment under the Plan.

11.2. No Employment Rights. Nothing herein shall constitute a contract of employment or the creation of an independent contractor relationship between the Company and a Participant.

11.3. Unfunded Plan. Nothing herein contained shall require, or be deemed to require, the Company to segregate, earmark or otherwise set aside any funds or other assets to provide for any payments made hereunder. Benefits hereunder shall be paid from assets which shall continue, for all purposes, to be part of the general, unrestricted assets of the Company and its Affiliates. The obligations of the Company hereunder shall be an unfunded and unsecured promise to pay money in the future. However, the Company may establish one or more trusts to assist in meeting its obligations under the Plan, the assets of which shall be subject to the claims of the Company’s general creditors. No current or former Participant, Beneficiary or other person, individually or as a member of a group, (other than as a general creditor of the Company with an unsecured claim against its general assets) shall have any right, title or interest in any account, fund, grantor trust, or any asset that may be acquired by the Company with respect to its obligations under the Plan.

11.4. Nontransferability. Prior to payment thereof, no benefit under the Plan shall be assignable or subject to any manner of alienation, sale, transfer, claims of creditors, pledge, attachment or encumbrances of any kind.

11.5. Offset. Notwithstanding any provision of the Plan to the contrary, if, at the time payments are to be made under the Plan, the Participant or Beneficiary or both are indebted or obligated to the Company or an Affiliate, then the payments remaining to be made to the Participant or Beneficiary, as applicable, may, at the discretion of the Administrator, be reduced by the amount of such indebtedness or obligation; provided, however, that an election by the Administrator not to reduce any such payment shall not constitute a waiver of the claim for such indebtedness or obligation.

11.6. Successors and Assigns. The rights, privileges, benefits and obligations under the Plan are intended to be, and shall be treated as legal obligations of and binding upon the Company, its successors and assigns, including successors by merger, consolidation, reorganization or otherwise.

11.7. Payment with Respect to Incapacitated Persons. Any amounts payable hereunder to any person who is a minor or under a legal disability, as determined under applicable state law, or who is unable to manage properly his or her financial affairs may be paid:

(a) to the legal representative of such person; or

(b) to anyone acting as the person’s agent under a durable power of attorney;

Any payment of a benefit made in accordance with the provisions of this section shall be constitute a complete discharge of any liability for the making of such payment under the Plan. The Administrator’s reliance on the written power of attorney or other instrument of agency governing a relationship between the person entitled to benefit the person to whom the Administrator directs payment of the benefit shall be fully protected at least to the same extent, as though the Administrator had dealt directly with the person entitled to the benefit as a fully competent person. In the absence of actual knowledge to the contrary, the Administrator may assume that the instrument of agency was validly executed, that the person was competent at the time of execution, and that at the time of reliance, the agency had not been terminated or amended.

11.8. Arbitration. Any controversy or claim arising out of or relating to this Plan, or breach hereof, shall be settled by arbitration in the City of Bloomington in accordance with the laws of the State of Minnesota with an arbitrator appointed by the Company. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except with respect to the selection of an arbitrator. The arbitrator’s determination shall be final and binding upon all parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

11.9. Gender and Number. Except when otherwise indicated by the context, words in the masculine gender shall include the feminine and neuter genders, the plural shall include the singular, and the singular shall include the plural.

11.10. Headings. The headings of the various Articles and Sections in the Plan are solely for convenience and shall not be relied upon in construing any provisions hereof. Any reference to a Section shall refer to a Section of the Plan unless specified otherwise.

11.11. Severability. Whenever possible, each provision of the Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Plan is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, and the Plan shall be reformed, construed and enforced in such jurisdiction so as to best give effect to the intent of the Company under the Plan.

11.12. Applicable Law. This Plan is established under and will be construed according to the substantive laws of the State of Minnesota regardless of conflicts of law principals, to the extent not preempted by the laws of the United States.

11.13. Section 409A. In the event Participants in the Plan are deemed to be employees or independent contractors (subject to Section 409A of the Code) this Plan shall be interpreted in a manner intended to avoid the penalties set forth in Section 409A in the Code.

GN HEARING CARE CORPORATION RESOUND ACCELERATE SAVINGS PLAN Effective September 1, 2021

GN HEARING CARE CORPORATION‎ RESOUND ACCELERATE Savings Plan