UNIVERSITY OF THE PACIFIC TRANSPORTATION BENEFITS PLAN

UNIVERSITY OF THE PACIFIC TRANSPORTATION BENEFITS PLAN Originally Effective January 1, 2003

TABLE OF CONTENTS ARTICLE 1 INTRODUCTION... 1 1.1 Establishment of the Plan... 1 1.2 Purpose... 1 1.3 Compliance with Local Laws... 1 1.4 Documentation... 1 1.5 Original Effective Date... 1 1.6 Amendment and Restatement... 1 ARTICLE 2 DEFINITIONS... 2 2.1 Adopting Employer... 2 2.2 Code... 2 2.3 Commuter Highway Vehicle (Van Pool)... 2 2.4 Compensation... 2 2.5 Coverage Period... 2 2.6 Eligible Employee... 2 2.7 Eligible Transportation Expenses... 2 2.8 Employee... 2 2.9 Employer... 2 2.10 Employment... 2 2.11 Participant... 3 2.12 Plan... 3 2.13 Qualified Parking Expenses... 3 2.14 Reimbursement... 3 2.15 Salary Reduction Agreement... 3 2.16 Transit Pass... 3 2.17 Voucher... 3 2.18 Voucher Provider... 3 ARTICLE 3 ELIGIBILITY... 4 3.1 Eligibility... 4 ARTICLE 4 BENEFITS ELECTION... 5 4.1 Election of Benefits... 5 4.2 Account... 5 4.3 Election Changes... 5 4.4 Termination of Participation... 6 4.5 Forfeiture of Unused Amount in Account... 6 4.6 Substantiation of Expenses... 6 4.7 Reimbursement of Expenses... 6 ARTICLE 5 ADMINISTRATION... 7 5.1 Plan Administrator... 7 5.2 Powers and Duties of the Plan Administrator... 7 5.3 Indemnification... 7 5.4 Amendment and Termination... 7 ARTICLE 6 MISCELLANEOUS... 8 6.1 Right to Assets... 8 6.2 No Inducement, Contract or Guarantee of Employment... 8 6.3 Non Assignability... 8 6.4 Adoption by Adopting Employer... 8 6.5 Payment of Expenses... 8

6.6 Governing Law... 8 6.7 Right to Require Information and Reliance Thereon... 8 6.8 Construction... 8 6.9 Notification of Employees... 8 6.10 No Guarantee of Tax Consequences... 9 APPENDIX A... 10 Eligible Transportation Expenses... 10

ARTICLE 1 INTRODUCTION 1.1 Establishment of the Plan The University of the Pacific (the Employer ) has established the University of the Pacific Transportation Benefits Plan ( Plan ) to constitute a Transportation Fringe Benefit Plan pursuant to Section 132(f) of the Internal Revenue Code of 1986, as amended. 1.2 Purpose The purpose of this Plan is to provide tax- free transportation benefits through a pre- tax contribution plan. 1.3 Compliance with Local Laws This Plan has been written to comply with the Commuter Benefits Ordinance of the City and County of San Francisco, as well as the Bay Area Commuter Benefits rules and regulations to extent they apply to this Plan. 1.4 Documentation This document, including the Plan Information Appendix attached hereto, constitutes the official plan document of the Plan. No terms of any other document relating to this Plan shall be binding on the Employer and/or Plan Administrator except as specifically set forth herein. 1.5 Original Effective Date This Plan originally took effect on January 1, 2003. 1.6 Amendment and Restatement This Restatement reflects all changes made to the Plan, including all changes required to achieve compliance with applicable federal regulations as of April 1, 2014. Page 1

ARTICLE 2 DEFINITIONS The terms used in this Plan shall have the meanings set forth in this Article unless the context in which they are used clearly indicates that some other meaning is intended. 2.1 Adopting Employer Adopting Employer means any entity affiliated with or a part of the University of the Pacific and is defined in Code 414(b) or (c) and who has been authorized by the Employer to adopt the Plan for the benefit of its Eligible Employees and has so adopted this Plan. 2.2 Code Code means the Internal Revenue Code of 1986, as amended from time to time. 2.3 Commuter Highway Vehicle (Van Pool) Commuter Highway Vehicle means any highway vehicle:! Which has a seating capacity of at least 6 adults (not including the driver), and! At least 80 percent of the mileage use of such vehicle is reasonably expected to be used: " for transporting Employees in connection with travel between their residences and their place of Employment, and " on trips during which the number of Employees transported for such purposes is, on average, at least one- half of the adult seating capacity of such vehicle (not including the driver). 2.4 Compensation Compensation means the cash wages or salary paid to an Employee by the Employer. 2.5 Coverage Period Coverage Period means the monthly, quarterly, semi- annual, annual (or other period) designated by the employer in its enrollment material during which a Salary Reduction Agreement is in effect and irrevocable. 2.6 Eligible Employee Eligible Employee means an Employee who satisfies the eligibility requirements specified at Section 3.1. 2.7 Eligible Transportation Expenses Eligible Transportation Expenses mean those qualified expenses incurred by the Employee to purchase or pay for Commuter Highway Vehicle Expenses, Transit Pass Expenses or Qualified Parking Expenses incurred for purposes of transportation between an Employee s residence and place of Employment. 2.8 Employee Employee means an individual that the Employer classifies as a common- law employee and who is on the Employer s W- 2 payroll, regardless of the number of hours worked. 2.9 Employer Employer means University of the Pacific and any Adopting Employer that has adopted this Plan pursuant to Section 6.5. 2.10 Employment Employment means the performance of services for pay by an Employee of the Employer. Page 2

2.11 Participant Participant means an Employee who has satisfied the requirements of Article 3 and Article 4 herein. 2.12 Plan Plan means the as set forth in its entirety in this document as may be amended from time to time. 2.13 Qualified Parking Expenses Qualified Parking Expenses mean the following parking expenses, unless such expenses are incurred for any parking on or near property used by the Employee for residential purposes:! Expenses incurred by an Employee to park his or her car on or near the business premises of the Employer;! Expenses incurred by an Employee to park his or her car on or near a location from which the Employee commutes to work: " by mass transit facilities, whether or not publicly owned, " by using the services of any person in the business of transporting persons for compensation or hire if such transportation is provided in a Commuter Highway Vehicle, " by Commuter Highway Vehicle, or " by carpool (i.e., two or more individuals who commute together in a motor vehicle on a regular basis). 2.14 Reimbursement Reimbursement means direct cash reimbursement of Eligible Transportation Expenses incurred by a Participant, or alternatively, indirect reimbursement of Eligible Transportation Expenses incurred by a Participant through a Voucher or direct payment to the transportation service provider. 2.15 Salary Reduction Agreement Salary Reduction Agreement means the actual or deemed agreement pursuant to which an Eligible Employee enrolls in the Plan in accordance with Article 4. 2.16 Transit Pass Transit Pass means a pass, token, farecard, Voucher (as defined herein), or similar item entitling a person to transportation (or transportation at a reduced price) satisfying either of the following conditions:! On mass transit facilities, whether or not publicly owned, or! Provided by any person in the business of transporting persons for compensation or hire if such transportation is provided in a vehicle with a seating capacity of at least six adults (excluding the driver). 2.17 Voucher Voucher means an instrument (including an electronic payment card) that may be purchased by Employers from a Voucher Provider (as defined herein) that is accepted by one or more mass transit operators (e.g. train, subway, and/or bus) in an area as Transit Pass or in exchange for Transit Pass. 2.18 Voucher Provider Voucher Provider means any person in the trade or business of selling transit system Vouchers (as defined herein) to Employers. A Voucher Provider includes a transit system operator that sells Vouchers to Employers for direct distribution to Participants. A Voucher Provider does not include a third party administrator that administers a transportation fringe benefit program using Vouchers that the Employer could obtain directly. Page 3

ARTICLE 3 ELIGIBILITY 3.1 Eligibility Employees shall become eligible to participate in this Plan on the first day of the month following date of hire, regardless of the number of hours worked. Page 4

ARTICLE 4 BENEFITS ELECTION 4.1 Election of Benefits An eligible Employee shall become a Participant by completing and submitting either in hardcopy or online, a Salary Reduction Agreement approved by the Employer whereby the Employee agrees to reduce his or her Compensation by the amount of his or her anticipated Eligible Transportation Expenses described in Appendix A for the following Coverage Period. An amount equal to the elected amount divided by the number of pay periods during the Coverage Period will be deducted from each paycheck during the Coverage Period. Such deduction will continue each Coverage Period unless changed (prospectively) by the Employee pursuant to Section 4.3 or 4. 4 herein. An eligible Employee may make an election to participate at any time after the requirements in Section 3.1 are satisfied and such election will be effective the first Coverage Period following the date the election is made or the date the Employee first becomes eligible, whichever is later. 4.2 Account The Employer shall create and maintain a bookkeeping account on behalf of each Eligible Employee who enters into a Salary Reduction Agreement. The account will reflect the accumulated amount of Compensation that has been deducted on a pre- tax basis from the Employee s Compensation. When cash reimbursement is made to the Employee for his or her Eligible Transportation Expenses, the balance of said account would be reduced by the amount of the reimbursement. The amount of any reimbursement shall not exceed the accumulated amount in said account at the time of the reimbursement nor any of the following monthly limitations: 1. Monthly Limitation for Qualified Parking Expenses: Reimbursements for Qualified Parking Expenses will not exceed the monthly value as set forth in Appendix A. 2. Monthly Limitation for Transit Pass Expenses and Commuter Highway Vehicle Expenses: Reimbursements for combined expenses for Transit Pass Expenses and Commuter Highway Vehicle Expenses will not exceed the monthly value as set forth in Appendix A. 3. Special Rules for Transit Passes: A cash reimbursement may not be provided for an Employee s mass transit expenses if a Voucher (or similar item that may be exchanged only for a Transit Pass) is readily available to the Employer for direct distribution to Employees. A Voucher (or similar item) is readily available if: " the Employer can obtain the Voucher on terms that are no less favorable than the terms available to an Employee directly; and " the Employer does not incur a significant administrative cost in obtaining the Voucher. An administrative cost will be deemed to be significant if the Plan Administrator (in its sole discretion) determines that the average annual administrative cost imposed by the fare media provider and incurred by the Employer (excluding delivery charges of $15 or less) is more than one percent (1.0%) of the average annual value of the Vouchers for a particular transit system (i.e., train, bus, subway). Notwithstanding the previous provisions of this Section 4.2, any expenses incurred during a coverage period that exceed the lesser of the account balance or the monthly limitation for that Coverage Period may not be reimbursed in a subsequent Coverage Period. 4.3 Election Changes A Participant may revoke or change an election at any time pursuant to procedures established by the Employer. Such revocation or change of election shall not be effective until the first day following the end of the Coverage Period during which the election change was made. If the election is revoked, participation Page 5

may continue, subject to the provisions of Section 4.4 herein, to the extent that the Employee has a balance in his Account. 4.4 Termination of Participation Participation in this Plan shall terminate on the earliest of the following to occur:! The date the Employer terminates the Plan; or! The date the Participant s Employment with the Employer is terminated. For purposes of Transit Pass Expenses, Qualified Parking Expenses, and Commuter Highway Vehicle Expenses, the value of such coverage provided to an Employee during a month in which the Participant is not a Plan Participant shall be included in the Participant s gross income for income tax purposes. The same amount shall be excluded from the Participant s gross income for purposes of reporting and unemployment tax purposes unless, prior to the beginning of the Coverage Period during which the Participant s Employment terminated, the effective date of the termination was established to begin prior to the first day of the last month of the Coverage Period. Eligible Transportation Expenses incurred prior to the date participation was terminated may be reimbursed, in accordance with Section 4.7 herein, up to the limits described in Section 4.2. 4.5 Forfeiture of Unused Amount in Account Any unused amounts in a Participant s Account that have not been used for Eligible Transportation Expenses incurred or paid prior to the end of any Coverage Period will be carried over to the subsequent Coverage Period; however, if participation is terminated pursuant to Section 4.4 herein, any unused amounts that have not been used to reimburse the Participant in accordance with Section 4.7 herein for Eligible Transportation Expenses incurred prior to the date on which participation is terminated shall be forfeited. 4.6 Substantiation of Expenses The Participant may request reimbursement for Eligible Transportation Expenses incurred or paid by the Participant by submitting a claim form approved by the Plan Administrator ( Claim Form ). A Claim Form must be submitted to the Plan Administrator within 90 days following the end of the Plan Year; however, in no event may claims be submitted later than 180 days after the date the applicable expense has been incurred or paid. In addition, for purposes other than a Transit Pass provided by the Employer, the Participant must provide written evidence indicating:! The Participant incurred or paid the Expense,! The amount of such Expense, and! The date the Expense was incurred or paid. The information submitted by the Participant may vary depending on the facts and circumstances surrounding the expenses, including the method of payment and the particular transportation method used by the Participant. An expense is incurred when the services giving rise to such expense have been provided. 4.7 Reimbursement of Expenses The Employer will provide reimbursement of substantiated Eligible Transportation Expenses within a reasonable period of time following receipt of the substantiated Eligible Transportation Expenses. All Eligible Transportation Expenses incurred or paid by the Participant must be submitted for reimbursement within 90 days following the end of the plan year; however, in no event may claims be submitted later than 180 days after the date the applicable expense has been incurred or paid. Page 6

ARTICLE 5 ADMINISTRATION 5.1 Plan Administrator Plan Administrator means the person(s) appointed by the Employer with authority and responsibility to manage and direct the operation and administration of the Plan. If no such person is named, the Plan Administrator shall be the Employer. 5.2 Powers and Duties of the Plan Administrator The Plan Administrator shall have exclusive responsibility for, and all powers necessary or desirable to carry out the administration of the Plan and, without limitation on the foregoing, shall have complete discretionary power and authority to:! Adopt any rules and regulations it deems desirable for the conduct of its affairs and the administration of the Plan;! Take any action it deems necessary or appropriate to comply with any requirements of applicable law with respect to notice and disclosure and the preparation and filing of reports and forms, if necessary;! Construe and interpret the Plan and make determinations (including factual determinations) under the provisions of the Plan with respect to all rights, benefits, duties and entitlements, including but not limited to eligibility for benefits, amounts of benefits payable, and all other matters pertaining to the operation and administration of the Plan, all of which determinations are to be made in the Plan Administrator s sole discretion;! Appoint or employ persons to assist in the administration of the Plan; and! Make any equitable adjustments to correct any error or omission discovered in the administration of the Plan. 5.3 Indemnification The University of the Pacific and each Adopting Employer shall indemnify and hold harmless the Plan Administrator from and against any liability, loss, cost or expense arising from any action or inaction by such parties in connection with their responsibilities under the Plan. 5.4 Amendment and Termination University of the Pacific may at any time amend, modify, or terminate the Plan described in this document by providing written notice to Plan participants. Such amendments may be retroactive to the extent deemed appropriate by University of the Pacific and may be made in contemplation of, or with specific reference to, a particular transaction, job elimination, reduction in force, or similar event. Page 7

ARTICLE 6 MISCELLANEOUS 6.1 Right to Assets Neither the establishment of the Plan nor the payment of benefits under the Plan shall be construed as giving any legal or equitable right to any Employee, former Employee or Participant against University of the Pacific, any Employer or their officers or employees except as expressly provided herein, and all rights under any Plan shall be satisfied, if at all, only out of the general assets of the Employer. 6.2 No Inducement, Contract or Guarantee of Employment The Plan does not constitute inducement or consideration for the employment of any Employee, nor is it a contract between any Employer and Employee. Participation in the Plan shall not give any Employee any right to continued employment with his Employer, and the Employer retains the right to hire and discharge any Employee at any time, with or without cause, as if the Plan had never been adopted. 6.3 Non Assignability Except as permitted by law and this Section, no assignment of any rights or benefits arising under the Plan shall be permitted or recognized. University of the Pacific shall not be liable for or subject to the debts, contracts, liabilities, or torts of any person entitled to benefits under this Plan. 6.4 Adoption by Adopting Employer Any Adopting Employer may, with the consent of the Employer, adopt the Plan by executing a copy of the Plan as a participating Employer, in which case such Adopting Employer s Eligible Employees shall become entitled to the benefits designated herein. 6.5 Payment of Expenses University of the Pacific and, to the extent deemed appropriate by the Plan Administrator, the participating Employers shall pay all reasonable expenses incurred in administering the Plan, unless the Plan Administrator deems it necessary to charge the Participant the cost of the account fee charged by the administering agent. 6.6 Governing Law The Plan shall be governed, construed, administered and regulated in all respects under the rules and regulations of the Internal Revenue Code, the laws of California, and local laws. 6.7 Right to Require Information and Reliance Thereon The Plan Administrator shall have the right to require Eligible Employees to provide the Plan Administrator or its agents with such information, in writing, and in such form as it may deem necessary to the administration of the Plan, and such parties may rely on that information in carrying out their duties hereunder. 6.8 Construction One gender includes the other, and the singular and plural include each other when the meaning would be appropriate. The Plan s headings and subheadings have been inserted for convenience of reference only and must be ignored in any construction of the provisions. If a provision of this Plan is illegal or invalid, that illegality or invalidity does not affect other provisions. Any term with an initial capital not expected by capitalization rules is a defined term according to Article 2 or elsewhere in the Plan, as applicable. 6.9 Notification of Employees The Employer shall communicate in writing the terms and conditions of the Plan to all Eligible Employees. Page 8

6.10 No Guarantee of Tax Consequences The Employer makes no guarantee as to the excludability of benefits under this Plan from federal, state, or local taxes, and it shall be the Employee s sole responsibility to pay any taxes due as a result of the payment of benefits hereunder. IN WITNESS WHEREOF, the undersigned authorized representative of the University of the Pacific has executed this amended and restated Plan document this day of, 20, on behalf of the University of the Pacific to evidence the adoption of the Plan as set forth herein. For The University of the Pacific By: Title: Date: Page 9

APPENDIX A UNIVERSITY OF THE PACIFIC TRANSPORTATION BENEFITS PLAN Eligible Transportation Expenses The following Eligible Transportation Expenses are paid by the Plan in accordance with applicable law: 1. Transportation in a Commuter Highway Vehicle as defined in Section 2.3, and Transit Pass Expenses as defined in Section 2.16, herein up to the lesser of the account balance at the time of reimbursement or the monthly limitation set forth in Treasury Reg. 1.132-9(b), Q/A 7(a), as indexed for inflation. As of April, 2014, the current monthly limitation under Q/A 7(a) is $130.00, per month. 2. Qualified Parking Expenses as defined in 2.13 herein up to the lesser of the account balance at the time of reimbursement or the monthly limitation set forth in Treasury Reg. 1.132-9(b), Q/A 7(b), as indexed for inflation. As of April, 2014, the current monthly limitation under Q/A 7(b) is $250.00, per month. Page 10