EXECUTIVE OFFICER SEVERANCE AND RETENTION PLAN
SECTION 1. INTRODUCTION.
The purpose of this Plan is to encourage Eligible Executive Officers to remain as valued employees of the
Company. This Plan supersedes any other severance or incentive benefit plan, policy or practice maintained by
the Company, other than the Company’s the Company’s Key Employee Severance and Retention Plan. This
Plan amends and restates, and supersedes in its entirety, the Company’s “Officer Retention Plan” dated
March 31, 2000 and amended March 5, 2002.
This Plan was adopted by the Board of Directors of the Company. This Plan is effective June 5, 2003 and
was amended July 21, 2005 and February 28, 2008. Some of the capitalized terms used in this Plan document
are defined in Section 6 of this Plan. This Plan document is also the Summary Plan Description for the Plan.
SECTION 2. ELIGIBILITY FOR BENEFITS.
(a) General Provisions. An Eligible Executive Officer will be eligible to receive Severance Benefits under
this Plan in the event his or her employment with the Company is (a) terminated by the Company for a reason
other than Cause or (b) voluntarily terminated by the Eligible Executive Officer for Good Reason within 30 days
after the occurrence of the circumstances giving rise to Good Reason during the term of this Plan or within six
months following any Change in Control that occurs during the term of this Plan. An Eligible Executive Officer will
be eligible to receive Retention Benefits under this Plan if (1) the Eligible Executive Officer is employed by the
Company upon the occurrence of any Change in Control that occurs during the term of this Plan or (2) his or her
employment is terminated by the Company without Cause in connection with, and prior to, such Change in
Control. Notwithstanding the foregoing, in the event a Board Composition Change occurs, an Eligible Executive
Officer will be eligible to receive Retention Benefits under this Plan even if he