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independent legal counsel is necessary), incurred in connection with any cooperation, consultation and advice
rendered under this Section 6.09. The Participant shall not unreasonably withhold the Participant’s availability for
such cooperation, consultation and advice.
6.10 Adoption Procedure for Participating Employer
(a) Any Subsidiary of the Corporation may become a Participating Employer under the Plan provided that (i) the Board
approves the adoption of the Plan by such Subsidiary and designates such Subsidiary as a Participating Employer in
the Plan and (ii) by appropriate resolutions of the board of directors or other governing body of such Subsidiary, such
Subsidiary agrees to become a Participating Employer under the Plan and also agrees to be bound by any other terms
and conditions which may be required by the Board or the Compensation Committee, provided that such terms and
conditions are not inconsistent with the purposes of the Plan.
(b) A Participating Employer may withdraw from participation in the Plan, subject to approval by the Compensation
Committee, by providing written notice to the Compensation Committee that withdrawal has been approved by the
board of directors or other governing body of the Participating Employer; provided , however , following the
commencement of any discussion with a third party that ultimately results in a Change in Control, the Compensation
Committee shall have no authority to approve the withdrawal of any Participating Employer until such time as the
Corporation and each Subsidiary of the Corporation (as appropriate) shall have fully performed all of their obligations
under the Plan with respect to all Participants, and shall have paid all Severance Benefits under the Plan in full to all
Participants. The Board may at any time remove a Participating Employer from participation in the Plan by providing
written notice to the Participating Employer that it has approved removal; provided , however , following the
commencement of any discussion with a third party that ultimately results in a Change in Control, the Board shall
have no authority to remove or approve the withdrawal of any Participating Employer until such time as the
Corporation and each Subsidiary of the Corporation (as appropriate) shall have fully performed all of their obligations
under the Plan with respect to all Participants, and shall have paid all Severance Benefits under the Plan in full to all
Participants. The Board will act in accordance with this Article pursuant to unanimous written consent or by majority
vote at a meeting.
6.11 Effect on Other Benefits
Except as otherwise provided herein, the Plan shall not affect any Participant’s rights or entitlement under any other
retirement or employee benefit plan offered to him by the Corporation or a Subsidiary or affiliate of the Corporation (as
appropriate) as of the date of the Participant’s termination of employment, except that effective with respect to any benefits
payable to a Participant in connection with a Change in Control after September 16, 2013, any such benefits shall be reduced
by any payments made by such Participant’s Participating Employer to comply with the Worker Adjustment and Retraining
CIC Severance Plan
Revision Date: 11.6.15 24