**Exhibit 10.512**

 

**Executive Change-in-Control**

**SeverancePlan**

 

Chiron Corporation

 

January 2001

 

(As Amended and RestatedEffective December 1, 2005)

 

**TIER II –Executive Committee Members**

 

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**Contents**

** **
| Article 1.  Establishment, Term, and Purpose      | 1      |
|---------------------------------------------------|--------|
|                                              |   |
| Article 2.  Definitions                           | 1      |
|                                              |   |
| Article 3.  Participation                         | 5      |
|                                              |   |
| Article 4.  Severance Benefits                    | 5      |
|                                              |   |
| Article 5.  Form and Timing of Severance Benefits | 7      |
|                                              |   |
| Article 6.  Excise Tax Equalization Payment       | 8      |
|                                              |   |
| Article 7.  The Company’s Payment Obligation | 9      |
|                                              |   |
| Article 8. Arbitration                            | 9      |
|                                              |   |
| Article 9.  Successors and Assignment             | 10     |
|                                              |   |
| Article 10.  Miscellaneous                        | 10     |

 

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** **

**ChironCorporationExecutive Change-in-Control Severance Plan****(As Amended and Restated Effective December 1, 2005)**

 

## **Article1. Establishment, Term, and Purpose**

## ** **

**1.1****                         Establishmentof the Plan.** Chiron Corporation (hereinafter referred to as the “Company”)hereby establishes a change-in-control severance plan to be known as the “ChironCorporation Executive Change-in-Control Severance Plan” (the “Plan”).

 

**1.2****                         Term ofthe Plan**. This Plan will commence upon December 9, 2000 (the “EffectiveDate”) and shall continue in effect for two (2) full calendar years. However,at the end of such two (2) year period and, if extended, at the end of eachadditional year thereafter, the term of this Plan shall be extendedautomatically for one (1) additional year, unless the Committee deliverswritten notice six (6) months prior to the end of such term, or extended term,to each Participant, that the Plan will not be extended. However, in the eventa Change in Control occurs during the original or any extended term, this Planwill remain in effect, solely with respect to obligations relating to suchChange in Control, for the longer of: (i) two (2) years beyond the month inwhich such Change in Control occurred; or (ii) until all obligations of theCompany hereunder have been fulfilled, and until all benefits requiredhereunder have been paid to Participants.

 

The Plan was amended and restated effective December1, 2005, to comply with the provisions of Section 409A of the Internal RevenueCode (the “Code”). The Plan is intended to comply with the provisions of CodeSection 409A and shall be administered and operated in conformity with thoseprovisions and applicable Treasury Regulations.

 

**1.3.****                      Purpose ofthe Plan**. The purpose of the Plan is to provide certain key employees ofthe Company with greater incentive to remain in the employ of the Company,particularly in the event of any possible change or threatened change incontrol of the Company.

 

## **Article2. Definitions**

## ** **

Whenever usedin this Plan, the following terms shall have the meanings set forth below and,when the meaning is intended, the initial letter of the word is capitalized.

 

**2.1****                         “BaseSalary”**as of any date means the annual rate of a Participant’s basesalary, excluding amounts received under incentive or other bonus plans,computed before any deferrals or pre-or post-tax payroll deductions.

 

**2.2****                         “BeneficialOwner”** shall have the meaning ascribed to such term in Rule 13d-3 ofthe General Rules and Regulations under the Exchange Act.

 

**2.3****                         “Beneficiary”**means the persons or entities designated or deemed designated by theParticipant pursuant to Section 9.2 herein.

 

**2.4****                         “Board”**means the Board of Directors of the Company.

 

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**2.5****                         “Cause”**means:

 

(a)                            TheParticipant’s willful and continued failure to substantially perform his/herduties with the Company (other than any such failure resulting from Disabilityor occurring after issuance by the Participant of a Notice of Termination forGood Reason), after a written demand for substantial performance is deliveredto the Participant that specifically identifies the manner in which the Companybelieves that the Participant has willfully failed to substantially performhis/her duties, and after the Participant has failed to resume substantialperformance of his/her duties on a continuous basis within thirty (30) calendardays of receiving such demand;

 

(b)                           TheParticipant’s material act of dishonesty, fraud or embezzlement against theCompany, unauthorized disclosure of confidential information or trade secretsof the Company or an affiliate (whether or not in violation of anyconfidentiality agreement) or other willful conduct (other than conduct coveredunder (i) above) that isdemonstrably injurious to the Company, monetarily or otherwise; or

 

(c)                            TheParticipant’s having been convicted of a felony.

 

For purposes of thissubparagraph, no act, or failure to act, on the Participant’s part shall bedeemed “willful” unless done, or omitted to be done, by the Participant not ingood faith and without reasonable belief that the action or omission was in thebest interests of the Company.

 

**2.6****                         “Change inControl”** of the Company shall be deemed to have occurred as of the firstday during the term of this Plan that any one or more of the followingconditions is satisfied and regulatory approval has been granted if necessary:

 

(a)                            The “beneficialownership” (as defined in Rule 13d-3 under the Exchange Act) of securitiesrepresenting more than thirty percent (30%) of the combined voting power of allsecurities of the Company is acquired, directly or indirectly, by a Person(other than the Company, any trustee or other fiduciary holding securitiesunder an employee benefit plan of the Company or an affiliate thereof, or anycorporation owned, directly or indirectly, by the stockholders of the Companyin substantially the same proportions as their ownership of stock of theCompany); or

 

(b)                           Duringany period of two (2) consecutive years, individuals who at the beginning ofsuch period constitute the Board of Directors and any new director (other thana director designated by a person who has entered into an agreement with theCompany to effect a transaction described in paragraph (a) or (b) of thissection) whose election by the Board of Directors or nomination forelection by the Company’s stockholders was approved by a vote of at leasttwo-thirds of the directors then still in office who either were directors atthe beginning of the period or whose election or nomination for election waspreviously so approved, cease for any reason to constitute a majority thereof;or

 

(c)                            Thestockholders of the Company approve a definitive agreement to sell or otherwisedispose of all or substantially all of its assets, or adopt a plan forliquidation, provided that such sale or liquidation has not been abandoned.

 

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Notwithstandinganything else contained herein to the contrary, in no event shall a Change inControl be deemed to have occurred by reason of a purchase, or series ofpurchases of Company stock by Novartis or its successor such that the acquiringentity remains subject to the terms of that certain Governance Agreement datedas of January 5, 1995, as amended through December 9, 2000, provided theacquiring entity’s Company stock holdings, direct or indirect, in theaggregate, represent seventy-nine percent (79%) or less of the combined votingpower of all outstanding Company securities.

 

However, in noevent shall a Change in Control be deemed to have occurred, with respect to theParticipant, if the Participant is part of a purchasing group thatconsummates the Change-in-Control transaction. The Participant shall be deemed “partof a purchasing group” for purposes of the preceding sentence if theParticipant is an equity participant in the purchasing company or group (exceptfor: (i) passive ownership of less than three percent (3%) of the stock orother equity of the purchasing company; or (ii) ownership of equityparticipation in the purchasing company or group which is otherwise notsignificant, as determined prior to the Change in Control by a majority of thenonemployee continuing Directors).

 

**2.7****                         “Code”**means the United States Internal Revenue Code of 1986, as amended, and anysuccessors thereto.

 

**2.8****                         “Committee”**means the Compensation Committee of the Board or any other committee appointedby the Board to perform the functions of the Compensation Committee forpurposes of administering this Plan.

 

**2.9****                         “Company”**means Chiron Corporation, a Delaware corporation, or any successor thereto asprovided in Article 9 herein.

 

**2.10****                  “Disability”**means complete and permanent inability by reason of illness or accident toperform the duties of the occupation at which the Participant was employed whensuch disability commenced, where inability is expected to last one year orlonger.

 

**2.11****                  “Effective Date”**means the date of this Plan set forth above.

 

**2.12****                  “Effective Dateof Termination”** means the date on which a Qualifying Termination occurswhich triggers the payment of Severance Benefits hereunder.

 

**2.13****                  “Exchange Act”**means the United States Securities Exchange Act of 1934, as amended.

 

**2.14****                  “Good Reason”**shall mean, without the Participant’s express written consent, the occurrenceof any one or more of the following:

 

(a)                            The assignment of theParticipant to duties materially inconsistent with the Participant’sauthorities, duties, responsibilities as an employee of the Company, or amaterial reduction in the nature or status of the Participant’s authorities,duties, or responsibilities than those in effect immediately preceding theChange in Control;

 

(b)                           The Company’s requiring theParticipant to be based at a location which is at least fifty (50) milesfurther from the Participant’s current primary residence than is such residence

 

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from theCompany’s current headquarters, except for required travel on the Company’sbusiness to an extent substantially consistent with the Participant’s businessobligations as of the Effective Date;

 

(c)                            Amaterial reduction in the Participant’s Base Salary or bonus opportunity as ineffect on the Effective Date or as the same shall be increased from time totime;

 

(d)                           Amaterial reduction in the Participant’s level of participation in any of theCompany’s short- and/or long-term incentive compensation plans, or employeebenefit or retirement plans, policies, practices, or arrangements in which theParticipant participates immediately preceding the Change in Control; provided,however, that reductions in the levels of participation in any such plans shallnot be deemed to be “Good Reason” if the Participant’s reduced level ofparticipation in each such program remains substantially consistent with theaverage level of participation of other executives who have positionscommensurate with the Participant’s position.

 

For purposesof this Plan, long-term incentive plans shall mean the Chiron ExecutiveLong-Term Incentive Plan, the 1991 Stock Option Plan, and any other similarplans instituted by the Company;

 

(e)                            Thefailure of the Company to obtain a satisfactory agreement from any successor tothe Company to assume and agree to perform this Agreement, as contemplated inArticle 10 herein; or

 

(f)                              Anytermination of Participant’s employment by the Company that is not effectedpursuant to a Notice of Termination.

 

The existenceof Good Reason shall not be affected by the Participant’s temporary incapacitydue to physical or mental illness not constituting a Disability. However, theoccurrence of an event set forth in (a) through (f) above shall not constituteGood Reason if the Company has cured such event within fifteen (15) days ofreceipt of written notice from the Participant that such event has occurred andconstitutes Good Reason.

 

**2.15****                  “Notice ofTermination”** shall mean a written notice which shall indicate the specifictermination provision in this Plan relied upon, and shall set forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination of the Participant’s employment under the provision so indicated.

 

**2.16****                  “Participant”**meansan employee of the Company who fulfills the eligibility and participationrequirements, as provided in Article 3 herein.

 

**2.17****                  “Person”**shall have the meaning ascribed to such term in Section 3(a)(9) of theExchange Act and used in Sections 13(d) and 14(d) thereof, including a “group”as provided in Section 13(d).

 

**2.18****                  “QualifyingTermination”** means any of the events described in Section 4.2 herein.

 

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**2.19****                  “SeveranceBenefits”** means the payment of severance compensation as provided in Section 4.3herein.

 

**2.20****                  “Target Bonus”**shall mean the target bonus amount established under the Company’s annualincentive plan.

 

## **Article3**. Participation

## ** **

**3.1****                         EligibleEmployees.**Individuals eligible to participate in the Plan shall includeall key employees of the Company, as determined by the Committee in its solediscretion.

 

**3.2****                         Participation.**Subject to the terms of the Plan, the Committee may, from time to time, selectfrom all eligible employees those who shall participate in the Plan.

 

## **Article4. Severance Benefits**

## ** **

**4.1****                         Right toSeverance Benefits**. A Participant shall be entitled to receive from theCompany Severance Benefits, as described in Section 4.3 herein, if (i)there has been a Change in Control of the Company, (ii) within twenty-four (24)calendar months following the Change in Control, a Qualifying Termination ofthe Participant has occurred, and (iii) Participant has executed a Release, asdescribed in Section 4.8 herein. The benefits provided under this Plan shall bereduced to the extent similar benefits are provided under the ChironCorporation Executive Officer Severance Plan or any other severance protectionarrangements provided by the Company either as a plan or in the form ofindividual agreement or contract.

 

TheParticipant shall not be entitled to receive Severance Benefits if he/she isterminated for Cause, or if his/her employment with the Company ends due todeath or Disability or due to a voluntary termination of employment by theParticipant without Good Reason.

 

**4.2****                         QualifyingTermination**. The term Qualifying Termination means any of the followingevents:

 

(a)                            Aninvoluntary termination of the Participant’s employment by the Company forreasons other than Cause, death or Disability pursuant to a Notice ofTermination delivered to the Participant by the Company;

 

(b)                           Avoluntary termination by the Participant for Good Reason pursuant to a Noticeof Termination delivered to the Company by the Participant; provided that, ifupon receiving such Notice of Termination, the Company requests that theParticipant remain an employee for a period ending no later than six (6) monthsfollowing the date of the Change in Control (the “Transition Employment Period”)with compensation and benefits equal to or greater than the Participant’scompensation and benefits immediately before the Qualifying Termination (or, ifmore favorable to the Participant, immediately before the Change in Control),the Participant will not be deemed to have a Qualifying Termination unless heor she remains employed throughout the Transition Employment Period orExecutive’s employment earlier terminates due to death, Disability orinvoluntary termination by the Company for reason other than Cause.

 

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**4.3****                         Descriptionof Severance Benefits**. In the event the Participant becomes entitled toreceive Severance Benefits, as provided in Sections 4.1 and 4.2herein, the Company shall pay to the Participant and provide him/her with thefollowing:

 

(a)                            Anamount equal to two (2) times the highest rate of the Participant’s annualizedBase Salary in effect immediately preceding the Change in Control.

 

(b)                           Anamount equal to two (2) times the Participant’s highest target bonusestablished for the year immediately preceding the Change in Control.

 

(c)                            Anamount equal to the Participant’s unpaid Base Salary, any unpaid bonus earnedbefore the year in which the termination occurs, a pro rata amount of theParticipant’s Target Bonus for the year in which the termination occurs, andaccrued but unused paid time off in accordance with company policy through theEffective Date of Termination.

 

(d)                           Acontinuation of the welfare benefits of medical, dental, vision, life andaccidental death and dismemberment, and disability insurance coverage for two(2) full years after the Effective Date of Termination. All benefits shall beprovided to the Participant at the same premium cost, and at the same coveragelevel, as in effect as of the Participant’s Effective Date of Termination. However,in the event the premium cost and/or level of coverage shall change for allemployees of the Company, or for management employees with respect tosupplemental benefits, the cost and/or coverage level, likewise, shall changefor the Participant in a corresponding manner. The Company may satisfy itsobligation to provide a continuation of health care benefits by paying thatportion of the Participant’s premiums required under Consolidated OmnibusBudget Reconciliation Act (“COBRA”) that exceed the amount of premiums that theParticipant would have been required to pay for continuing coverage had he orshe continued in employment. The period of continuation of health benefits willin all events count towards the period for which health care coverage isrequired to be provided under COBRA. If the Company is not reasonably able tocontinue these benefits under the Company’s plans, the Company may providesimilar coverage under other vehicles or may, in lieu thereof, pay theParticipant an amount equal to the value of these benefits.

 

Thecontinuation of these welfare benefits shall be discontinued prior to the endof the two (2) year period in the event the Participant has availablesubstantially similar benefits at a comparable cost from a subsequent employer,as determined by the Committee.

 

(e)                            Alllong-term incentive awards will vest in accordance with the terms of the planor program under which they were granted.

 

The aggregatevested benefits accrued by the Participant as of the Effective Date ofTermination under all other savings and retirement plans sponsored by theCompany shall be distributed pursuant to the terms of the applicable plans.

 

**4.4****                         Terminationfor Disability**. Following a Change in Control of the Company, if aParticipant’s employment is terminated due to Disability, the Participant shallreceive his/her Base Salary through the Effective Date of Termination, at whichpoint in time the Participant’s benefits

 

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shall bedetermined in accordance with the Company’s disability, retirement, insurance,and other applicable plans and programs then in effect.

 

**4.5****                         Terminationfor Death**. Following a Change in Control of the Company, if the Participant’semployment is terminated by reason of his/her death, the Participant’s benefitsshall be determined in accordance with the Company’s survivor’s benefits,insurance, and other applicable programs of the Company then in effect.

 

**4.6****                         Terminationfor Cause or Other Than for Good Reason**. Following a Change in Control ofthe Company, if the Participant’s employment is terminated either: (a) by theCompany for Cause; or (b) by the Participant (other than for Good Reason undercircumstances giving rise to a Qualifying Termination described in Section4.2(b) herein), the Company shall pay the Participant his/her full Base Salaryand accrued but unused paid time off in accordance with company policy throughthe Effective Date of Termination, at the rate then in effect, plus all otheramounts to which the Participant is entitled under any compensation plans ofthe Company, at the time such payments are due.

 

**4.7****                         Notice ofTermination**. Any termination of employment by the Company or by theParticipant for Good Reason****shallbe communicated by a Notice of Termination.

 

**4.8****                         Release.**TheSeverance Benefits are in consideration of Participant’s release of all claimsagainst the Company and its employees and agents, in the form provided by theCompany and in substantially the form as attached hereto as Exhibit A (the “Release”).If the Participant does not properly execute the Release within forty-five (45)days of the Notice of Termination or if the Participant effectively revokes it,he or she will not be entitled to any Severance Benefits.

 

## **Article5. Form and Timing of Severance Benefits**

## ** **

**5.1****                         Form andTiming of Cash Severance Benefits**. The Participant may elect to receive thecash Severance Benefits described in Sections 4.3(a), 4.3(b), and 4.3(c)herein in a single lump sum or in the form of salary continuation pursuant tothe Company’s normal payroll practice. The election must be made on or prior toDecember 30, 2005 on such forms as provided by the Company and shallbecome irrevocable once made. If no election is made on or prior toDecember 30, 2005, the cash severance payments shall be made in a lump sum.Any lump sum payments shall be paid, and salary continuation payments shallcommence, as soon as practicable following the latest of (i) the Effective Dateof Termination, (ii) the date that the Participant executes the Release or(iii) the last day following Participant’s execution of the Release that theParticipant may, by its terms, revoke, but in no event beyond thirty (30) daysfrom such date.

 

**5.2****                         DeferredCommencement Date for Key Employees**. Notwithstanding any provision to thecontrary in the Plan, to the extent required to avoid a prohibited distributionunder Code Section 409(A)(2), no Severance Benefits to which the Participantbecomes entitled under the Plan shall be made prior to the earlier of (i) theexpiration of the six (6)-month period measured from the date of theParticipant’s “separation from service” (as defined under Code Section 409(A)and regulations thereunder) or (ii) the death of the Participant if theParticipant is at the time a “key employee” within the meaning of that termunder Code Section 409A. Upon the expiration of the applicable Code Section409(A)(2) deferral period, all Severance Benefits otherwise payable in a lumpsum and

 

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deferredpursuant to this section shall be paid in a lump sum. All Severance Benefitsdeferred under this section and otherwise payable in the form of salarycontinuation shall be paid by the end of the first month following theexpiration of the Code Section 409(A)(2) deferral period. In the event of theParticipant’s death, any Severance Benefits deferred under this section shallbe paid to the personal representative of the Participant’s estate as soon aspracticable but in all events within sixty (60) days after the date of the Participant’sdeath. For purposes of determining the individuals who will be key employeesunder the Plan, the identification date shall be December 31 of each calendaryear.

 

**5.3****                         Withholdingof Taxes**. The Company shall be entitled to withhold from any amountspayable under this Plan all taxes as legally shall be required (including,without limitation, any United States federal taxes and any other state, city,or local taxes).

 

**5.4****                         409ACompliance**. Notwithstanding any other provisions to the contrary, the Participantwill not receive any payments or benefits under the Plan earlier than permittedby Code Section 409A or later than the latest date permitted by Code Section409A in order to avoid taxation under Code Section 409A.

 

## **Article6. Excise Tax Equalization Payment**

## ** **

**6.1****                         ExciseTax Equalization Payment**. In the event that the Participant becomesentitled to Severance Benefits or any other payment or benefit under this Plan,or under any other agreement with or plan of the Company (in the aggregate, the“Total Payments”), if all or any part of the Total Payments will be subject tothe tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similartax that may hereafter be imposed), the Company shall pay to the Participant incash an additional amount (the “Gross-Up Payment”) such that the net amountretained by the Participant from the Total Payments and the Gross-Up Paymentafter deduction of any Excise Tax upon the Total Payments and any federal,state, and local income and employment tax, penalties, interest, and Excise Taxupon the Gross-Up Payment provided for by this Section 6.1 (includingFICA), shall be equal to the Total Payments. Such payment shall be made by theCompany to the Participant as soon as practicable following the latest of (i)the Effective Date of Termination (or, with respect to any Total Payments to akey employee deferred under Section 5.2 herein, the end of the Code Section409A deferral period) or (ii) the date that the Participant executes theRelease or (iii) the last day following Participant’s execution of the Releasethat the Participant may, by its terms, revoke, but in no event beyond thirty(30) days from such date.

 

**6.2****                         TaxComputation**. For purposes of determining whether any of the Total Paymentswill be subject to the Excise Tax and the amounts of such Excise Tax:

 

(a)                            Anyother payments or benefits in the nature of compensation received or to bereceived by the Participant in connection with a Change in Control of theCompany or the Participant’s termination of employment (whether pursuant to theterms of this Plan or any other plan, arrangement, or agreement with theCompany or otherwise) shall be treated as “parachute payments” within themeaning of Section 280G(b)(2) of the Code, and all “excess parachute payments”within the meaning of Section 280G(b)(1) shall be treated as subject to theExcise Tax, unless in the opinion of tax counsel as supported by the Company’sindependent auditors and acceptable to the Participant, such other

 

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payments orbenefits (in whole or in part) do not constitute parachute payments, or unlesssuch excess parachute payments (in whole or in part) represent reasonablecompensation for services actually rendered within the meaning of Section280G(b)(4) of the Code in excess of the base amount within the meaning ofSection 280G(b)(3) of the Code, or are otherwise not subject to the ExciseTax;

 

(b)                           Theamount of the Total Payments which shall be treated as subject to the ExciseTax shall be equal to the lesser of: (i) the total amount of the TotalPayments; or (ii) the amount of excess parachute payments within the meaning ofSection 280G(b)(1) (after applying clause (a) above); and

 

(c)                            Thevalue of any noncash benefits or any deferred payment or benefit shall bedetermined by the Company’s independent auditors in accordance with theprinciples of Sections 280G(d)(3) and (4) of the Code.

 

For purposesof determining the amount of the Gross-Up Payment, the Participant shall bedeemed to pay federal income taxes at the highest marginal rate of federalincome taxation (including the effects of applicable phase-outs of deductionsand other benefits) in the calendar year in which the Gross-Up Payment is to bemade, and state and local income taxes at the highest marginal rate of taxationin the state and locality of the Participant’s residence on the Effective Dateof Termination.

 

**6.3****                         SubsequentRecalculation**. In the event the Participant ultimately owes more Excise Taxon the Total Payments and the Gross-Up Payments than computed by the Companyunder Section 6.1 herein, the Gross-Up Payment shall be recalculated basedon the actual Excise Tax. Any such additional Gross-up Payments shall be madeas soon as practicable following the date of such recalculation and in allevents prior to March 15 of the calendar year following the year ofdetermination of such additional payments.

 

## **Article7. The Company’s Payment Obligation**

## ** **

The Company’sobligation to make the payments and the benefits provided for herein, to theextent that the Participant qualifies for such payments and benefits under theterms of this Plan, shall be absolute and unconditional, and shall not beaffected by any circumstances, including, without limitation, any offset,counterclaim, recoupment, defense, or other right which the Company may haveagainst the Participant or anyone else.

 

TheParticipant shall not be obligated to seek other employment in mitigation ofthe amounts payable or arrangements made under any provision of this Plan, andthe obtaining of any such other employment shall in no event effect anyreduction of the Company’s obligations to make the payments and arrangementsrequired to be made under this Plan, except to the extent provided inSection 4.3(d) herein.

 

## **Article8. Arbitration**

## ** **

Any dispute orcontroversy arising under or in connection with this Plan shall be settled byarbitration, conducted before a panel of three (3) arbitrators sitting in alocation selected by the

 

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Participantwithin fifty (50) miles from the location of his/her employment with theCompany, in accordance with the rules of the American Arbitration Associationthen in effect.

 

Judgment maybe entered on the award of the arbitrator in any court having properjurisdiction. All expenses of such arbitration, including the fees and expensesof the counsel for the Participant, shall be borne by the Company.

 

## **Article9. Successors and Assignment**

## ** **

**9.1****                         Successorsto the Company**. The Company will require any successor (whether direct orindirect, by purchase, merger, consolidation, or otherwise) of all orsubstantially all of the business and/or assets of the Company or of anydivision or subsidiary thereof to expressly assume and agree to perform theCompany’s obligations under this Plan in the same manner and to the same extentthat the Company would be required to perform them if no such succession hadtaken place.

 

**9.2****                         Assignmentby the Participant**. This Plan shall inure to the benefit of and be enforceableby the Participant’s personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees, and legatees. If theParticipant dies while any amount would still be payable to him/her hereunderhad he/she continued to live, all such amounts, unless otherwise providedherein, shall be paid in accordance with the terms of this Plan to theParticipant’s Beneficiary. If the Participant has not named a Beneficiary, thensuch amounts shall be paid to the Participant’s devisee, legatee, or otherdesignee, or if there is no such designee, to the Participant’s estate.

 

## **Article10. Miscellaneous**

## ** **

**10.1****                  EmploymentStatus**. Except as may be provided under any other agreement between theParticipant and the Company, the employment of the Participant by the Companyis “at will,” and may be terminated by either the Participant or the Company atany time and for any or no reason, subject to applicable law.

 

**10.2****                  Beneficiaries**.The Participant may designate one or more persons or entities as the primaryand/or contingent Beneficiaries of any Severance Benefits owing to theParticipant under this Plan. Such designation must be in the form of a signedwriting acceptable to the Committee. The Participant may make or change suchdesignations at any time.

 

**10.3****                  Severability**.In the event any provision of this Plan shall be held illegal or invalid forany reason, the illegality or invalidity shall not affect the remaining partsof the Plan, and the Plan shall be construed and enforced as if the illegal orinvalid provision had not been included. Further, the captions of this Plan arenot part of the provisions hereof and shall have no force and effect.

 

**10.4****                  Modification**.No provision of this Plan may be modified, waived, or discharged unless suchmodification, waiver, or discharge is agreed to in writing and signed by theParticipant and by an authorized member of the Committee, or by the respectiveparties’ legal representatives and successors, except to the extent necessaryto comply with Code Section 409A and other legislation..

 

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**10.5****                  Applicable Law**.To the extent not preempted by the laws of the United States, the substantivelaws of the state of California, without regard to conflict of law principles,shall be the controlling law in all matters relating to this Plan. **[End of Plan]**

 

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