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ARTICLE FOUR
SEVERANCE BENEFITS
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4.01 Severance Benefits
(a) Eligibility. A Participant will be eligible for the Severance Benefits described in this Section, subject to the remainder of this
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aragraph and Section 4.02, if a Change in Control occurs and, during the CIC Severance Protection Period, (a) a Company
terminates the Participant’s employment without Cause (b) the Participant voluntarily terminates employment for Goo
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Reason during the applicable Good Reason Period or (c) the Company that employs the Participant ceases to constitute a single
employer with the Corporation, as described in the definition of Separation from Service, and such termination of employment
or change in status constitutes a Separation from Service. In addition, as a condition of receiving Severance Benefits, the
Participant must execute a Release within the Release Consideration Period and deliver it to the Company with the Release
Revocation Period expired without revocation.
(b) Amount, Time, and Form of Benefit. A Participant described in (a) above will be entitled to the following benefits, subject to
the conditions described below.
(i) Pro Rata Target Bonus for Performance Periods Beginning on or Before January 1, 2009. In lieu of any benefit that
may be paid under the STIP, the prorated portion of the Participant’s Target Bonus for the year in which the
Participant’s Separation from Service occurs (prorated for the portion of the performance period before the Separation
from Service date in accordance with the terms of the STIP and related administrative guidelines under the STIP). This
amount is payable in a lump sum on the Separation from Service date. A resignation for Good Reason under this Plan is
deemed to be a termination without Cause under the STIP.
(ii) Pro Rata Bonus for Performance Periods Beginning After January 1, 2009. In lieu of any benefit that may be paid unde
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the STIP, a prorated portion of the Participant’s bonus (determined as described below) for the year in which the
Participant’s Separation from Service occurs (prorated for the portion of the performance period before Separation from
Service date in accordance with the terms of the STIP and related administrative guidelines under the STIP). If the
Separation from Service occurs in the same calendar year in which the Change in Control occurs, the prorated bonus
will be based on a prorated portion of the Participant’s Target Bonus payable in a lump sum on the Separation from
Service date. If the Separation from Service occurs after the calendar year in which the Change in Control occurs, the
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rorated bonus will be based on a prorated portion of the Participant’s actual bonus for the performance period, base
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on satisfaction of the pre-established performance targets, payable in a lump sum on the date payments under the STIP
are paid to Executives