EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN
(Effective as of August 31, 2009)
The purpose of the Plan is to assure the Company and its Affiliates of the continued dedication, loyalty, and service of,
and the availability of objective advice and counsel from, key executives of the Company in the event of a Change in Control.
The Plan is intended to be a “top-hat” plan (i.e., an unfunded deferred compensation plan maintained for a select group of
management or highly-compensated employees) under ERISA sections 201(2), 301(a)(3), and 401(a)(1).
As used herein, the following definitions shall apply:
(a) “ Affiliate ” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common
control with, the Company (including, but not limited to, joint ventures, limited liability companies and partnerships), as
determined by the Board.
(b) “ Base Salary ” means a Participant’s annual rate of base salary in effect as of the date of termination of employment,
determined without regard to any reduction thereof that constitutes Good Reason under the Plan.
(c) “ Board ” means the Board of Directors of the Company.
(d) “ Cause ” means:
(i) the willful and continued failure of the Participant to perform substantially the Participant’s duties with the
Company (other than any such failure resulting from incapacity due to physical or mental illness), as determined by the Board
no earlier than 30 days after a written demand for substantial performance is delivered to the Participant, which specifically
identifies the manner in which the Company believes that the Participant has willfully and continuously failed to perform
substantially the Participant’s duties with the Company;
(ii) the willful engaging by the Participant in illegal conduct or gross misconduct which is materially and demonstrably
injurious to the Company or its affiliates;
(iii) conviction of a felony; or
(iv) a material breach of the restrictive cov