1.1.

Name of Plan. Barrett Business Services, Inc. (the “Company”), located at 8100 NE Parkway Drive, Suite 150 Vancouver, WA 98662 and with employer tax identification number [52-0812977], hereby adopts the Barrett Business Services, Inc. Nonqualified Deferred Compensation Plan (the “Plan”), as set forth herein including the variable provisions selected and agreed to by the Company.

1.2.

Effective Date.  The effective date of this Plan is July 1, 2017.

1.3.

Purpose.  The Company has established the Plan primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees of the Employers.  The Plan is intended:

(1) to comply with Code Section 409A and official guidance issued thereunder, and

(2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

1.4.

Administration.  

(a)

General.  The Plan shall be administered by the Plan Administrator.  The Plan Administrator (and each member of any committee making up the Plan Administrator) shall serve at the pleasure of the Company’s Board of Directors and may be removed by such Board, with or without cause.  The Plan Administrator (or each member of any committee making up the Plan Administrator) may resign upon prior written notice to the Company’s Board of Directors.

(b)

Upon Change in Control.  Notwithstanding anything in the Plan to the contrary, upon and after a Change in Control, the Plan Administrator shall be (i) a person selected by the Company, which may be the Company, and approved by the individual who, immediately prior to such event, was the Company’s Chief Executive Officer or, if not so identified, the Company’s highest ranking officer (the “Ex-CEO”), or (ii) prior to the selection of a person following a Change in Control to serve as successor Plan Administrator, the Plan Administrator, as constituted prior to a Change in Control, shall continue to act as the Plan Administrator of the Plan until the date on which the person is selected by the Company and approved by the Ex-CEO.  The Plan Administrator shall have the powers, rights and duties set forth in Section 1.4(a); provided, however, upon and after the occurrence of a Change in Control, the Plan Administrator shall have no power to direct the investment of, or select any investment manager or custodial firm for, Company assets set aside in a grantor trust for purposes of satisfying the obligations of the Company under the Plan.  Upon and after the occurrence of a Change in Control, the Company must: (a) pay all reasonable administrative expenses and fees of the Plan Administrator; (b) indemnify the Plan Administrator against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Plan Administrator hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Plan Administrator or its employees or agents; and (c) supply full and timely information to the Plan Administrator on all matters relating to the Plan, the trust, the Participants and their beneficiaries, the account balances of the Participant’s, the date and circumstances of the Separation from Service or death of any Participant, and such other pertinent information as the Plan Administrator may reasonably require.  Upon and after a Change in Control, the Plan Administrator may be terminated (and a replacement appointed) by the Company only with the approval of the Ex-CEO.  

2.1.

Affiliate.  “Affiliate” means any corporation, partnership, joint venture, association or similar organization or entity (select one option):

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In which the Company owns, directly or indirectly, a majority of equity interests.

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Which includes the Participating Employers.

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None.

2.2.

Bonus.  “Bonus” means an amount payable to an eligible Employee under any annual cash bonus plan whether discretionary or based on performance criteria of the Company or an Affiliate.

2.3.

Change in Control.  “Change in Control” means (a) the purchase or other acquisition by any person, entity or group of persons, within the meaning of section 13(d) or 14(d) of the Securities Exchange Act of 1934 ("Act"), or any comparable successor provisions, other than the trustee of any other trust or plan maintained for the benefit of employees of the Company, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 30 percent or more of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally; (b) the approval by the shareholders of the Company of a reorganization, merger, share exchange or consolidation, in each case, where

persons who were shareholders of the Company immediately prior to such reorganization, merger, share exchange or consolidation do not, immediately thereafter, own more than 50 percent of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged, surviving or consolidated company; or (c) a liquidation or dissolution of the Company or of the sale of all or substantially all of the Company's assets.

2.4.

Code.  “Code” means the Internal Revenue Code of 1986, as amended from time to time.  Any reference to a section of the Code includes any comparable section or sections of any future legislation that amends, supplements or supersedes that section.

2.5.

Company.  “Company” means the corporation set forth in Section 1.1.

2.6.

Compensation.  “Compensation” means (select all options that apply):

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Salary

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Bonus

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Incentive Compensation.

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Commissions

2.7.

Deferral Election.  “Deferral Election” means a written irrevocable election filed by the Participant with the Employer specifying the amount of Compensation to be deferred by the Participant for a Plan Year.  

2.8.

Deferred Compensation Account.  “Deferred Compensation Account” means the bookkeeping account maintained under the Plan in the Participant’s name to reflect amounts deferred under the Plan pursuant to Section 3 (as adjusted under Section 4) and any Employer Contributions made on behalf of the Participant pursuant to Section 3 (as adjusted under Section 4).  The Deferred Compensation Account shall be hypothetical in nature and shall be maintained for bookkeeping purposes only.  Neither the Plan nor the Deferred Compensation Account shall hold any actual funds or assets.  The Deferred Compensation Account shall consist of a Participant’s entire account balance, including his Elective Deferred Account, Employer Matching Account and Employer Discretionary Account.

2.9.

Disabled.  A Participant shall be considered “Disabled” if (select all options that apply):

☒

The Participant is unable to engage in any substantially gainful activity by reason of any medically determined physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve months.

☐

The Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer.

2.10.

Distribution Election.  “Distribution Election” means a written irrevocable election filed by the Participant with the Employer specifying the time and form of payment for each type of Compensation deferred by the Participant pursuant to a Deferral Election and any corresponding

Employer Contributions credited by the Employer with respect to such deferred Compensation.  The Plan Administrator may, in its discretion, allow for separate Distribution Elections for separate Plan Years.  At the time a Participant completes a Deferral Election, he may, in accordance with Procedures established by the Plan Administrator, designate the time and form of payment of such deferred Compensation (and earnings thereon) and corresponding Employer Contributions (and earnings thereon) as follows.  

(a)

Time.  A Participant may elect to have the portion of his Elective Deferred Account and the corresponding portion of his Employer Matching Account, if any, related to amounts deferred under a Deferral Election, paid to the Participant in a lump sum payment (unless otherwise elected as set forth below) upon the earlier of:  (1) an In-Service Date designated by the Participant, or (2) the date of the Participant’s Separation from Service; provided, however, that payment upon a Participant's Separation from Service shall be distributed on the first business day of the seventh month following the Participant’s Separation from Service; and

(b)

Form.  For In-Service Date distributions and payments commencing as a result of a Participant’s Separation from Service on or after the Participant’s Normal Retirement Date a Participant may elect to have the portion of his Elective Deferred Account and the corresponding portion of his Employer Matching Account, if any, related to amounts deferred under a Deferral Election paid to the Participant in substantially equal annual installments:  

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Over a period of two (2) years;

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Over a period of five (5) years;

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Over a period of ten (10) years; or

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Over a period of up to ten (10) years

2.11.

Elective Deferred Account.  “Elective Deferred Account” means the bookkeeping account maintained to reflect the portion of a Participant’s:  (a) Salary, (b) Bonus, (c) Incentive Compensation, and (d) Commissions (as selected in Section 2.6), deferred under the Plan pursuant to Section 3 (as adjusted under Section 4).  The Elective Deferred Account shall be hypothetical in nature and shall be maintained for bookkeeping purposes only.  Neither the Plan nor the Elective Deferred Account shall hold any actual funds or assets.

2.12.

Employee.  “Employee” means an employee of an Employer who meets the eligibility criteria set forth in Section 3.1 of the Plan and who is a member of a select group of management or highly compensated employees as defined under ERISA or the regulations thereunder.

2.13.

Employer.  “Employer” means, individually, the Company and each Participating Employer.  The Company and any Participating Employers are sometimes collectively referred to herein as the “Employers.”

2.14.

Employer Contributions.  “Employer Contributions” mean any Employer Discretionary Contributions credited to a Participant’s Employer Discretionary Account and any Employer Matching Contributions credited to a Participant’s Employer Matching Account.

2.15

Employer Discretionary Account.  “Employer Discretionary Account” means the bookkeeping account maintained to reflect Employer Discretionary Contributions made on behalf of the Participant under the Plan pursuant to Section 3.5(a) (as adjusted under Section 4).  The Employer Discretionary Account shall be hypothetical in nature and shall be maintained for bookkeeping purposes only.  Neither the Plan nor the Employer Discretionary Account shall hold any actual funds or assets.

2.16.

Employer Discretionary Contributions.  “Employer Discretionary Contributions” mean any Employer discretionary contributions credited to a Participant’s Employer Discretionary Account pursuant to Section 3.5(a).

2.17.

Employer Matching Account.  “Employer Matching Account” means the bookkeeping account maintained to reflect Employer Matching Contributions with respect to:  (a) Salary, (b) Bonus, and (c) Other Compensation (as selected in Section 3.5(b)) made on behalf of the Participant pursuant to Section 3.5(b) (as adjusted under Section 4).  The Employer Matching Account shall be hypothetical in nature and shall be maintained for bookkeeping purposes only.  Neither the Plan nor the Employer Matching Account shall hold any actual funds or assets.

2.18.

Employer Matching Contributions.  “Employer Matching Contributions” mean any Employer matching contributions credited to a Participant’s Employer Matching Account pursuant to Section 3.5(b).

2.19.

ERISA.  “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.  Any reference to a section of ERISA includes any comparable section or sections of any future legislation that amends, supplements or supersedes that section.

2.20.

In-Service Date.  “In-Service Date” means the first business day of any month at least twelve (12) months after the end of the period in which the deferred amount is earned.    

2.21.

Investment Options.  The Plan Administrator will designate the hypothetical “Investment Options” available for participant selection from time to time.

2.22.

Normal Retirement Date.  “Normal Retirement Date” means (select only one option):

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The date the Participant attains ____ years of age.

☒

The date the Participant attains sixty (60) years of age and has completed at least ten (10) Years of Service.

2.23.

Other Compensation.  “Other Compensation” means any type of compensation (other than Salary and Bonus) which the Company in its sole discretion permits to be deferred in the Plan.

2.24.

Participant.  “Participant” means an Employee who meets the eligibility criteria set forth in Section 3.1 and who has made a Deferral Election in accordance with the terms of the Plan or otherwise had amounts credited to his Deferred Compensation Account.

2.25.

Participating Employer.  “Participating Employer” means any Affiliate of the Company that adopts the Plan in accordance with Section 7.1 (select one option):

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Which includes the Employers set forth on Appendix A.

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None.

2.26.

Plan.  “Plan” means the nonqualified deferred compensation plan set forth in Section 1.1.

2.27.

Plan Administrator.  The “Plan Administrator” means the committee appointed by the Company’s Board of Directors.

2.28.

Plan Year.  “Plan Year” means the calendar year.  However, if the effective date of the Plan is other than January 1 of a year, the initial Plan Year shall be a short Plan Year, beginning on the effective date and ending on the following December 31.

2.29.

Salary.  “Salary” means the regular base salary paid to an eligible Employee by the Company or an Affiliate.

2.30.

Separation from Service.  “Separation from Service” or “Separates from Service” means a “separation from service” within the meaning of Code section 409A.

2.31.

Subsequent Deferral Election.  “Subsequent Deferral Election” means an election to change the time or form of payment of a Participant’s Deferred Compensation Account balance pursuant to Section 5.6.

2.32.

Termination for Cause.  “Termination for Cause” has the meaning set forth in the Participant’s employment agreement with the Company, if any, and if not so defined means the termination of a Participant’s employment as a result of Participant’s gross negligence, fraud, dishonesty, or willful violation of any law or significant policy of the Employer, where such actions are committed in connection with the Participant’s employment by or association with the Company or Affiliate.

2.33.

Unforeseeable Emergency.  “Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from:

(a)

A sudden and unexpected illness or accident of the Participant, the Participant’s beneficiary, the Participant’s spouse, or the Participant’s dependent (as defined in Code section 152(a));

(b)

Loss of Participant’s property due to casualty; or

(c)

Such other similar extraordinary and unforeseeable circumstances resulting from events beyond the control of the Participant.

2.34.

Valuation Date.  “Valuation Date” means each business day the financial markets and Wells Fargo Bank, National Association are open, unless the underlying investment requires a less frequent valuation.

2.35.

Year of Participation.  “Year of Participation” means each full Plan Year of participation in the Plan while actively employed with an Employer beginning with the Plan Year commencing on or after the

Participant first becomes a Participant in the Plan.  In no event shall participation credit be earned for participation in the Plan during any partial Plan Year.

2.36.

Year of Service.  “Year of Service” means each twelve (12) month period of employment or association with the Company or any of its Affiliates

2.37.

Other Definitions.  In addition to the terms defined in this Section 2, other terms are defined when first used in Sections of this Plan.

3.1.

Eligibility and Participation.  Subject to the conditions and limitations of the Plan, the following persons are eligible to participate in the Plan (select and complete options(s) after consultation with legal counsel):

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All Employees with a rank of ___________________ (insert title) or above and with total earnings of at least $________________ per Plan Year.

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The following Employees of the Employers:                                                            

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Such Employees as the Plan Administrator may select from time to time, in its sole discretion.

3.2.

Rules for Deferral and Distribution Elections.  Any Employee identified in Section 3.1 may make a separate Deferral Election to defer receipt of each type of Compensation selected in Section 2.6 in accordance with the rules set forth below:

(a)

All Deferral Elections must be made in writing on the form prescribed by the Plan Administrator and may be accompanied by a Distribution Election with respect to the such Compensation (and earnings thereon).  Each Deferral Election will be effective only when filed with the Plan Administrator no later than the date specified by the Plan Administrator.  In no event may a Deferral Election be made later than the last day of the Plan Year preceding the Plan Year in which the services are rendered to which the deferred Compensation relates.

(b)

With respect to Plan Years following the Participant’s initial Plan Year of participation in the Plan, failure to complete another Deferral Election for a Plan Year shall constitute a waiver of the Participant’s right to participate in the Plan for such Plan Year.

3.3.

Amounts Deferred. Commencing on the effective date, a Participant may elect to:  (complete for each item of Compensation selected in Section 2.6):

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Defer up to 90 % of Salary.

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Defer up to 100% of Bonus.

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Defer up to 100% of Incentive Compensation.

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Defer up to 100% of Commissions.

3.4.

Cancellation of Deferral Elections.  If a Participant becomes Disabled or obtains a distribution under Section 5.5 on account of an Unforeseeable Emergency during a Plan Year, his Deferral Election for such Plan Year shall be cancelled.

3.5.

Employer Contributions.

(a)

Employer Discretionary Contributions.  An Employer may, in its sole discretion, credit to the Employer Discretionary Account of any Employee employed by that Employer an amount determined by the Employer in its sole discretion (an “Employer Discretionary Contribution”) for a Plan Year.  Any Employer Discretionary Contribution for a Plan Year will be credited to a Participant’s Employer Discretionary Account as soon as administratively practicable after the Valuation Date specified by the Employer.

(b)

Employer Matching Contributions.  (Complete any that apply based on any items selected in Section 2.6)

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An Employer will match ____________ of the amount of Salary the Participant elects to defer for the Plan Year up to 90% of Salary.

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An Employer will match ____________ of the amount of Bonus the Participant elects to defer for the Plan Year up to 100% of Bonus.

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An Employer will match ____% of the amount of Incentive Compensation the Participant elects to defer for the Plan Year up to ____% of Incentive Compensation.

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An Employer will match ____% of the amount of Commissions the Participant elects to defer for the Plan Year up to ____% of Commissions.

☐

Discretionary matching contribution with respect to the amount of Salary, Bonus, Incentive Compensation, or Commissions (or any combination thereof) the Participant elects to defer for the Plan Year.

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None.

4.1.

Deferred Compensation Accounts.  All amounts deferred pursuant to one or more Deferral Elections under the Plan and any Employer Contributions shall be credited to a Participant’s Deferred Compensation Account and shall be adjusted under Section 4.2.

4.2.

Deferral Account Adjustments and Hypothetical Investment Options.  As of each Valuation Date, the Plan Administrator shall adjust amounts in a Participant’s Deferred Compensation Account to reflect earnings (or losses) in the Investment Options attributable to the Participant’s Deferred Compensation Account.  Earnings (or losses) on amounts in a Participant’s Deferred Compensation Account shall accrue commencing on the date the Deferred Compensation Account first has a positive balance and shall continue to accrue until the entire balance in the Participant’s Deferred Compensation Account has been distributed.  Earnings (or losses) shall be credited to a Participant’s Deferred Compensation Account based on the results that would have been achieved had amounts credited to the Deferred Compensation Account been invested as soon as practicable after crediting into the Investment Options selected by the Participant.  Nothing in this Subsection 4.2 or otherwise in the Plan, however, will require the Company to actually invest any amounts in such Investment Options or otherwise.

4.3.

Vesting.  A Participant shall be fully vested in the amounts in the Participant’s Elective Deferred Account attributable to the Participant’s Deferral Elections.  If Employer Contributions are made under the Plan, a Participant shall be vested in the amount in the Participant’s Deferred Compensation Account attributable to Employer Contributions in accordance with the following (select one option).

☐

100% Vested.

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The vesting schedule set forth below:

Year of Participation

Nonforfeitable Percentage

Less than 1 year(s)

0 %

1 year(s)

0%

2 year(s)

0%

3 year(s)

0%

4 year(s)

0%

5 year(s)

100 %

☐

Normal Retirement Date

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Death

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Becoming Disabled

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Change in Control

4.4.

Investment Options.  The Plan Administrator shall specify procedures to allow Participants to make elections as to the deemed investment of amounts newly credited to their Deferred Compensation Accounts, as well as the deemed investment of amounts previously credited to their Deferred Compensation Accounts.  Participant fund selections must be made to the Plan Administrator or designated agent.  Fund selections will be effective within a reasonable period of time as determined by the means used to communicate such selections and generally accepted business practices.  

5.1.

Time and Form of Payment.  

(a)

Elective Deferred Account.  Payment of the applicable portion of a Participant’s Elective Deferred Account shall be made in accordance with the Participant’s Distribution Election

made for such deferred Compensation.  If no Distribution Election was made, then payment of such deferred Compensation shall be distributed in a lump sum on the first business day of the seventh month following the Participant’s Separation from Service.

(b)

Employer Matching Account.  Payment of the applicable portion of a Participant’s vested Employer Matching Account shall be made in accordance with the Participant’s Distribution Election made for such Employer Matching Account.  The earliest date that an Employer Matching Distribution may be payable is the date each Employer Matching Contribution becomes 100% vested.  If no Distribution Election was made, then payment of such deferred Compensation shall be distributed in a lump sum on the first business day of the seventh month following the Participant’s Separation from Service.

(c)

Employer Discretionary Account.  Payment of a Participant’s vested Employer Discretionary Account shall be made in a lump sum payment on the first business day of the seventh month following the first anniversary of the vesting of such Employer Discretionary Account set forth in Section 4.3.

(d)

Small Benefit Cashout.  Notwithstanding any Distribution Elections made by a Participant, if the Participant’s Deferred Compensation Account balance is less than the applicable dollar amount under section 402(g)(1)(B) of the Code, the full vested Deferred Compensation Account balance shall be distributed in a lump sum on the first business day of the seventh month following the Participant’s Separation from Service.

5.2.

Payment upon Disability.  Notwithstanding anything in the Plan or any Distribution Election to the contrary, in the event a Participant becomes Disabled while the Participant is employed by or associated with an Employer, payment of the Participant’s vested Deferred Compensation Account shall be made in a lump sum payment within sixty (60) days following the date on which the Participant becomes Disabled.  Whether a Participant is Disabled for purposes of the Plan shall be determined by the Plan Administrator, and in making such determination, the Plan Administrator may rely on the opinion of a physician(s) selected by the Plan Administrator for such purpose.

5.3.

Payment upon Death of a Participant.  Notwithstanding anything in the Plan or any Distribution Election to the contrary, a Participant’s vested Deferred Compensation Account shall be paid to the Participant’s beneficiary (designated in accordance with Section 5.4) in a lump sum payment within sixty (60) days following the date of the Participant’s death.

5.4.

Beneficiary.  The Participant may name a beneficiary or beneficiaries to receive the balance of the Participant’s vested Deferred Compensation Account in the event of the Participant’s death prior to the payment of the Participant’s vested Deferred Compensation Account.  To be effective, any beneficiary designation must be filed in writing with the Plan Administrator in accordance with rules and procedures adopted by the Plan Administrator for that purpose.  A Participant may revoke an existing beneficiary designation by filing another written beneficiary designation with the Plan Administrator.  The latest beneficiary designation received by the Plan Administrator shall be controlling.  If no beneficiary is named by a Participant, or if the Participant survives all of the Participant’s named beneficiaries and does not designate another beneficiary, the Participant’s Deferred Compensation Account shall be paid to the Participant’s estate.

5.5.

Optional Distribution Alternative.  (Select if applicable)

5.6.

Changes in Time or Form of Distribution.  (Select one option)

☐

The Plan does not permit Subsequent Deferral Elections.

☒

The Plan permits Subsequent Deferral Elections solely with respect to distributions under Sections 5.1(a) and (b).

(a)

The election may not take effect until at least twelve (12) months after the date on which the election is made;

(b)

A distribution may not be made earlier than at least five (5) years from the date the distribution would have otherwise been made; and

(c)

In the case of an election to change the time or form of a distribution related to a payment at a specified time, the election must be made at least twelve (12) months before the date of the first scheduled distribution.

5.7.

Effect of Early Taxation.  Notwithstanding anything in the Plan or any Distribution Election to the contrary, if a Participant’s benefits under the Plan are includible in income pursuant to Code section 409A, such benefits shall be distributed immediately to the Participant.

5.8.

Permitted Delays.  Notwithstanding anything in the Plan to the contrary, any payment to a Participant under the Plan shall be delayed upon the Plan Administrator’s reasonable anticipation of one or more of the following events:

(a)

The Company’s deduction with respect to such payment would be eliminated by application of Code section 162(m); or

(b)

The making of the payment would violate Federal securities laws or other applicable law;

5.9.

Withholding of Taxes.  In connection with the Plan, the Employer, or a properly designated agent, may withhold any applicable Federal, state or local income tax and employment taxes, including Social Security taxes, at such time and in such amounts from a benefit payment under the Plan or a Participant’s wages or reduce a Participant’s Deferred Compensation Account as is necessary to

comply with applicable laws and regulations.  The Employers, or a properly designated agent, shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

6.1.

Rights Unsecured.  Any payments by a trust of benefits provided to a Participant under the Plan shall be considered payment by the Company and shall discharge the Company from any further liability under the Plan for such payments.  Any funds set aside by the Company for the purpose of meeting its obligations under the Plan, including any amounts held by Wells Fargo Bank, National Association, as trustee, shall continue for all purposes to be part of the general assets of the Company and shall be available to its general creditors in the event of the Company’s bankruptcy or insolvency.  The Company’s obligation under this Plan shall be that of an unfunded and unsecured promise to pay money in the future.

6.2.

No Enlargement of Rights.  Establishment of the Plan shall not be construed to give any Employee the right to be retained by the Employers or to any benefits not specifically provided by the Plan.  Any liability of the Company to any Participant, former Participant, or Participant’s beneficiary with respect to a right to payment under the Plan shall be based solely upon contractual obligations created by the Plan.

6.3.

Interests Not Transferable.  Except as to withholding of any tax under the laws of the United States or any state or locality and the provisions of Section 5.9, no benefit payable at any time under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, or any other encumbrance of any kind or to any attachment, garnishment, or other legal process of any kind.  Any attempt by a person (including a Participant or a Participant’s beneficiary) to anticipate, alienate, sell, transfer, assign, pledge, or otherwise encumber any benefits under the Plan, whether currently or thereafter payable, shall be void.  If any person shall attempt to, or shall alienate, sell, transfer, assign, pledge or otherwise encumber such person’s benefits under the Plan, or if by any reasons of such person’s bankruptcy or other event happening at any time, such benefits would devolve upon any other person or would not be enjoyed by the person entitled thereto under the Plan, then the Plan Administrator, in the Plan Administrator’s sole discretion, may terminate the interest in any such benefits of the person otherwise entitled thereto under the Plan and may hold or apply such benefits in such manner as the Plan Administrator may deem proper.

6.4.

Forfeitures and Unclaimed Amounts.  Unclaimed amounts shall consist of the amounts in the Deferred Compensation Account of a Participant that cannot be distributed because of the Plan Administrator’s inability, after a reasonable search, to locate a Participant or the Participant’s beneficiary, as applicable, within a period of two years after the distribution date upon which the payment of benefits became due.  Unclaimed amounts shall be forfeited at the end of such two-year period.  These forfeitures will reduce the obligations of the Company, if any, under the Plan.  After an unclaimed amount has been forfeited, the Participant or beneficiary, as applicable, shall have no further right to amounts in the Participant’s Deferred Compensation Account.

6.5.

Controlling Law.  The law of the state of Washington shall be controlling in all matters relating to the Plan to the extent not preempted by Federal Law.

6.6.

Words and Headings.  Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context.  Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

6.7.

Action by the Employers.  Except as otherwise specifically provided herein, any action required of or permitted to be taken by an Employer under the Plan shall be by resolution of its Board of Directors or by resolution of a duly authorized committee of its Board of Directors or by action of a person or persons authorized by resolution of such Board of Directors or such committee.

6.8.

No Fiduciary Relationship.  Nothing contained in this Plan, and no action taken pursuant to its provisions by either the Employers or the Participants shall create, or be construed to create a fiduciary relationship between the Employer and the Participant, a designated beneficiary, other beneficiaries of the Participant, or any other person.

6.9.

Claims Procedures.

(a)

Initial Review.  Any person (hereinafter referred to as a “Claimant”) who believes that he or she is being denied a benefit to which he or she may be entitled under the Plan may file a written request for such benefit with the Plan Administrator.  Such written request must set forth the Claimant’s claim and must be addressed to the Plan Administrator, at the Company’s principal place of business.  Upon receipt of a claim, the Plan Administrator shall advise the Claimant that a reply will be forthcoming within ninety days and shall deliver a reply within ninety days.  If special circumstances (such as for a hearing) require a longer period, the Plan Administrator may extend the reply period for an additional ninety days so long as the Plan Administrator notifies the Claimant in writing, prior to the expiration of the ninety day period, of the reasons for an extension of time.  If the claim is denied in whole or in part, the Plan Administrator shall issue a written determination, using language calculated to be understood by the Claimant, setting forth:

(1)

The specific reason or reasons for such denial;

(2)

The specific reference to pertinent provisions of the Plan upon which such denial is based;

(3)

A description of any additional material or information necessary for the Claimant to perfect the Claimant’s claim and an explanation why such material or such information is necessary; and

(4)

Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review, including the time limits for requesting such a review and the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.

(b)

Review of Denial.  Within sixty (60) days after the receipt by the Claimant of the written determination described above, the Claimant may request in writing, that the Plan Administrator review the initial claim determination.  The request must be addressed to the Plan Administrator, at the Company’s principal place of business.  The Claimant or the Claimant’s duly authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claims for benefits and may submit issues and comments in writing for consideration by the Plan Administrator.  The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(1)

The specific reasons for the adverse determination;

(2)

The specific references to the pertinent provisions of the Plan on which the decision is based;

(3)

A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits; and

(4)

A statement describing any voluntary appeal procedures offered by the Plan and the Claimant’s right to obtain the information about such procedures, as well as a statement of the Claimant’s right to bring an action under ERISA section 502(a).

(c)

Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section 6.10 shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the Claimant has exhausted his remedies under this Section 6.10.  In any such legal action, the Claimant may only present evidence and theories which the Claimant presented during the claims procedure. Any claims which the Claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived.  Judicial review of a Claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the Claimant presented during the claims procedure.

(d)

Limitations Period.  Any suit or legal action initiated by a Claimant under the Plan must be brought by the Claimant no later than one year following a final decision on the claim for benefits by the Plan Administrator.  The one-year limitation on suits for benefits will apply in any forum where a Claimant initiates such suit or legal action.

(e)

Disability Claims.  Claims for disability benefits shall be determined under DOL Regulation section 2560.503-1 which is hereby incorporated by reference.

6.10.

Notice.  Any notice required or permitted to be given under the provisions of the Plan shall be in writing, and shall be signed by the party giving or making the same.  If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address as shown on the records of the Employers.  Notices to the Plan Administrator should be sent in care of the Company at the Company’s principal place of business.  The date of such mailing shall be deemed the date of notice.  Either party may

change the address to which notice is to be sent by giving notice of the change of address in the manner set forth above.

6.11.

No Guarantee of Benefits.  Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefits hereunder.

6.12.

Incapacity of Recipient.  If any person entitled to a distribution under the Plan is deemed by the Plan Administrator to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment shall have been made by a duly appointed guardian or other legal representative of such person, the Plan Administrator may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person.  Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Company and the Plan with respect to the payment.

6.13.

Corporate Successors.  The Plan and the obligations of the Company under the Plan shall become the responsibility of any successor to the Company by reason of a transfer or sale of substantially all of the assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity.

6.14.

Severability.  In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.

6.15.

Indemnification.  To the extent not covered by insurance, the Company shall indemnify the Plan Administrator, each employee, officer, director, and agent of the Company, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Company shall not indemnify any person for liabilities or expenses due to that person’s own gross negligence or willful misconduct.

6.16.

Compliance with Section 409A of the Code.  All provisions herein, or incorporated by reference, shall be construed and interpreted to comply with, and if necessary any such provision shall be held null and void to the extent such provision or part of the provision fails to comply with, Section 409A of the Code and the regulations thereunder.  If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed.  Notwithstanding the foregoing or anything else herein to the contrary, the Company makes no representation that the Plan complies with Section 409A of the Code and shall have no liability to any Participant or beneficiary for any failure to comply with Section 409A of the Code.

7.1.

Adoption of Plan.  Any Affiliate of the Company may, with the approval of the Company, adopt the Plan by filing with the Company a resolution of its Board of Directors to that effect.

7.2.

Withdrawal from the Plan by Employer.  Any Participating Employer shall have the right, at any time, upon the approval of, and under such conditions as may be provided by the Plan Administrator, to withdraw from the Plan in accordance with the requirements under Code Section 409A by delivering to the Plan Administrator written notice of its election so to withdraw.

8.1.

Amendment or Termination.  The Company intends the Plan to be permanent, but reserves the right to modify, amend or terminate the Plan when, in the sole discretion of the Company, such amendment or termination is advisable.

8.2.

Effect of Amendment or Termination.  No amendment or termination of the Plan shall reduce or eliminate any vested balance in a Participant’s Deferred Compensation Account accrued through the date of such amendment or termination.  However, an amendment may freeze or limit future deferrals or credits of benefits under the Plan on and after the date of such amendment.  Upon termination of the Plan, distribution of Plan benefits shall be made to Participants and beneficiaries in the manner and at the time described in Section 5, unless the Company determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code Section 409A.  Upon termination of the Plan, no further deferrals of Compensation or crediting of Employer Contributions shall be permitted; provided, however, earnings, gains and losses shall continue to be credited to each Participant’s Deferred Compensation Account balance in accordance with Section 4 until the vested Deferred Compensation Account balances are fully distributed.

Barrett Business Services, Inc.

By:

/s/ Gary Kramer

Its:

Chief Financial Officer

ATTEST:

By:

Greg Vaughn

Its:

Chief Operating Officer