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ARTICLE FOUR
SEVERANCE BENEFITS
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 paragraph 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 Good 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 under 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 prorated bonus will be based
on a prorated portion of the Participant’s actual bonus for the performance period, based on satisfaction of the
pre-established performance targets, payable in a lump sum on the date payments under the STIP are paid to
Executives
CIC Severance Plan
Revision Date: 11.6.15 13